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enCore Energy Corp.
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enCore Energy Corp.
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SEC wrote to company
2024-12-05
enCore Energy Corp.
Filing - SEC Comment Letter to enCore Energy Corp.
UPLOAD · 2024-12-05
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enCore Energy Corp.
Response Received
3 company response(s)
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SEC wrote to company
2024-09-13
enCore Energy Corp.
Filing - SEC Comment Letter to enCore Energy Corp.
UPLOAD · 2024-09-13
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Company responded
2024-09-26
enCore Energy Corp.
References: September 13, 2024
Filing - Correspondence from enCore Energy Corp.
CORRESP · 2024-09-26
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Company responded
2024-11-13
enCore Energy Corp.
References: October 18, 2024
Filing - Correspondence from enCore Energy Corp.
CORRESP · 2024-11-13
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Company responded
2024-12-04
enCore Energy Corp.
References: December 3, 2024
enCore Energy Corp.
Awaiting Response
0 company response(s)
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SEC wrote to company
2024-12-03
enCore Energy Corp.
Filing - SEC Comment Letter to enCore Energy Corp.
UPLOAD · 2024-12-03
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enCore Energy Corp.
Awaiting Response
0 company response(s)
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Summary
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2025-12-05 | Company Response | enCore Energy Corp. | British Columbia, Canada | N/A | Read Filing View |
| 2024-12-05 | SEC Comment Letter | enCore Energy Corp. | British Columbia, Canada | 001-41489 | Read Filing View |
| 2024-12-04 | Company Response | enCore Energy Corp. | British Columbia, Canada | N/A | Read Filing View |
| 2024-12-03 | SEC Comment Letter | enCore Energy Corp. | British Columbia, Canada | 001-41489 | Read Filing View |
| 2024-11-13 | Company Response | enCore Energy Corp. | British Columbia, Canada | N/A | Read Filing View |
| 2024-10-17 | SEC Comment Letter | enCore Energy Corp. | British Columbia, Canada | 001-41489 | Read Filing View |
| 2024-09-26 | Company Response | enCore Energy Corp. | British Columbia, Canada | N/A | Read Filing View |
| 2024-09-13 | SEC Comment Letter | enCore Energy Corp. | British Columbia, Canada | 001-41489 | Read Filing View |
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2024-12-05 | SEC Comment Letter | enCore Energy Corp. | British Columbia, Canada | 001-41489 | Read Filing View |
| 2024-12-03 | SEC Comment Letter | enCore Energy Corp. | British Columbia, Canada | 001-41489 | Read Filing View |
| 2024-10-17 | SEC Comment Letter | enCore Energy Corp. | British Columbia, Canada | 001-41489 | Read Filing View |
| 2024-09-13 | SEC Comment Letter | enCore Energy Corp. | British Columbia, Canada | 001-41489 | Read Filing View |
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2025-12-05 | Company Response | enCore Energy Corp. | British Columbia, Canada | N/A | Read Filing View |
| 2024-12-04 | Company Response | enCore Energy Corp. | British Columbia, Canada | N/A | Read Filing View |
| 2024-11-13 | Company Response | enCore Energy Corp. | British Columbia, Canada | N/A | Read Filing View |
| 2024-09-26 | Company Response | enCore Energy Corp. | British Columbia, Canada | N/A | Read Filing View |
2025-12-05 - CORRESP - enCore Energy Corp.
CORRESP 1 filename1.htm CORRESP December 5, 2025 BY EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: enCore Energy Corp. Registration Statement on Form S-3 File No. 333-290836 Ladies and Gentlemen: Pursuant to Rule 461 of the rules and regulations promulgated under the Securities Act of 1933, enCore Energy Corp. respectfully requests that the effective date of the above-referenced Registration Statement on Form S-3 (File No. 333-290836), as amended, be accelerated so as to permit it to become effective at 5:00 p.m. Washington D.C. time on December 9, 2025, or as soon thereafter as practicable. Please call Charlie Haag of Winston & Strawn LLP at (214) 453-6494 to provide notice of the effectiveness of the Registration Statement. Very truly yours, ENCORE ENERGY CORP. /s/ Robert Willette Robert Willette Chief Executive Officer cc: Charlie Haag, Winston & Strawn LLP Jennifer Ybarra Taylor, Winston & Strawn LLP
2024-12-05 - UPLOAD - enCore Energy Corp. File: 001-41489
December 5, 2024
Shona Wilson
Chief Financial Officer
enCore Energy Corp.
101 N. Shoreline Blvd., Suite 450
Corpus Christi, Texas 78401
Re:enCore Energy Corp.
Form 40-F for Fiscal Year Ended December 31, 2023
File No. 001-41489
Dear Shona Wilson:
We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
2024-12-04 - CORRESP - enCore Energy Corp.
CORRESP
1
filename1.htm
December 4, 2024
Via EDGAR
Jennifer O’Brien
Division of Corporation Finance
Office of Energy & Transportation
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: enCore Energy Corp.
Form 40-F for Fiscal Year Ended December 31, 2023
File No. 001-41489
This letter is in response to the comments provided
by the Securities and Exchange Commission (the “Commission”) in the letter dated December 3, 2024 regarding follow-up correspondence
to enCore Energy Corp.’s (the “Company”) Form 40-F for the fiscal year ended December 31, 2023. Below are our responses to
each of the comments raised by the Commission.
Form 40-F for Fiscal Year Ended December 31, 2023
1. Exhibit 99.1, page 1.
SEC Comment: We note your response to prior
comment 1. The recovery factor is material information that should be included in your filing. Please confirm that this disclosure will
be included in subsequent filings.
enCore Response:
The Company notes the Staff’s comment and confirms
that it will include the recovery factor as part of its property disclosure in its future filings with the Commission.
2. Exhibit 99.2, page 1
SEC Comment: Your response to prior comment
2 indicates that the Rosita and Kingsville Dome plants have an annual capacity of 1.6 million pounds per year with respect to ion exchange
capacity, precipitating, filtering, drying and packaging U3O8. Your response also indicates that the Alta Mesa plant has an annual ion
exchange capacity of 1.5 million pounds U3O8, and an annual capacity of 500,000 pounds with respect to precipitating, filtering, drying
and packaging U3O8.
Based on your response it appears that your ion exchange
capacity is 3.1 million pounds U3O8 per year and your capacity to precipitate, filter, dry, and package is 2.1 million pounds U3O8 per
year. Please confirm that these numbers are correct and, if so, revise subsequent disclosures to clarify the type of capacity with respect
to each facility. This would entail revising the table on page 17 to accurately disclose the ion exchange capacity at each location and
the capacity associated with precipitating, filtering, drying, and packaging U3O8 at each location.
You should also clearly identify the locations that
have current mineral resources and the locations in which your assumptions are based on no mineral resources or reserves
enCore Response:
The Company notes that the Staff’s numbers are
correct, except that the Staff appears to have misunderstood the Company’s prior response in relation to the annual capacity of
its Alta Mesa plant in respect of annual capacity for precipitating, filtering and packaging U3O8. The 500,000 pounds per year was an
amount over and above the 1.5 million pounds per year for its annual ion exchange capacity at the Alta Mesa plant. Therefore, the Alta
Mesa plant has a total annual capacity of 2 million pounds per year for precipitating, filtering and packaging U3O8.
The Company notes the Staff’s comment and confirms
that it will revise its property disclosure in its future filings with the Commission to clarify the type of capacity with respect to
each of its facilities/plants. The Company also confirms that in its property disclosure in its future filings with the Commission it
will clearly identify the locations that have current mineral resources or reserves and the locations in which its assumptions are based
on no mineral resources or reserves.
In conclusion, we believe the above responses address
the comments raised by the Commission. Please contact me at (361) 239-5450 if you have any further questions or require additional
information.
Sincerely,
/s/ Shona Wilson
Shona Wilson
Chief Financial Officer
enCore Energy Corp.
2024-12-03 - UPLOAD - enCore Energy Corp. File: 001-41489
December 3, 2024
Shona Wilson
Chief Financial Officer
enCore Energy Corp.
101 N. Shoreline Blvd., Suite 450
Corpus Christi, Texas 78401
Re:enCore Energy Corp.
Form 40-F for Fiscal Year Ended December 31, 2023
Response dated November 13, 2024
File No. 001-41489
Dear Shona Wilson:
We have reviewed your November 13, 2024 response to our comment letter and have
the following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our October
17, 2024 letter.
Form 40-F for Fiscal Year Ended December 31, 2023
Exhibit 99.1, page 1
1.We note your response to prior comment 1. The recovery factor is material
information that should be included in your filing. Please confirm that this disclosure
will be included in subsequent filings.
Exhibit 99.2, page 1
Your response to prior comment 2 indicates that the Rosita and Kingsville Dome
plants have an annual capacity of 1.6 million pounds per year with respect to ion
exchange capacity, precipitating, filtering, drying and packaging U3O8. Your
response also indicates that the Alta Mesa plant has an annual ion exchange capacity
of 1.5 million pounds U3O8, and an annual capacity of 500,000 pounds with respect
to precipitating, filtering, drying and packaging U3O8.2.
December 3, 2024
Page 2
Based on your response it appears that your ion exchange capacity is 3.1 million
pounds U3O8 per year and your capacity to precipitate, filter, dry, and package is 2.1
million pounds U3O8 per year. Please confirm that these numbers are correct and, if
so, revise subsequent disclosures to clarify the type of capacity with respect to each
facility. This would entail revising the table on page 17 to accurately disclose the ion
exchange capacity at each location and the capacity associated with precipitating,
filtering, drying, and packaging U3O8 at each location.
You should also clearly identify the locations that have current mineral resources and
the locations in which your assumptions are based on no mineral resources or
reserves.
Please contact Jennifer O'Brien at 202-551-3721 or Craig Arakawa at 202-551-3650 if
you have questions regarding comments on the financial statements and related matters. You
may contact John Coleman at 202-551-3610 with questions about engineering comments.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
2024-11-13 - CORRESP - enCore Energy Corp.
CORRESP
1
filename1.htm
[enCore Energy Letterhead]
November 13, 2024
Via EDGAR
Jennifer O’Brien
Division of Corporation Finance
Office of Energy & Transportation
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: enCore Energy Corp.
Form 40-F for Fiscal Year Ended December 31, 2023
Form 6-K filed August 14, 2024
File No. 001-41489
This letter is in response to the comments provided
by the Securities and Exchange Commission (the “Commission”) in the letter dated October 18, 2024, regarding follow-up correspondence
to enCore Energy Corp.’s (the “Company”) Form 40-F for the fiscal year ended December 31, 2023, and Form 6-K filed August
14, 2024. Below are our responses to each of the comments raised by the Commission.
Form 40-F for Fiscal Year Ended December 31, 2023
1. Exhibit 99.1, page 1 1.
SEC Comment: We note your response to prior
comment 1. Our understanding of Section 3.4 of National Instrument 43-101 is that the disclosure of mineral resources or reserves on a
material property must include the key assumptions, parameters, and methods used to estimate the mineral resource and mineral reserve.
Considering that you base production decisions on mineral resources please explain why you do not consider the well field recovery factor
to be a key assumption associated with your mineral resources that should be communicated to investors.
enCore Response:
Each of the two project locations where the Company
has initiated uranium production (Rosita Uranium Project and Alta Mesa Uranium Project) have had documented, historical production at
such location (2007 at the Rosita Uranium Project and 2013 at the Alta Mesa Uranium Project). Such documented, historic uranium production
includes known well field recovery factors from such historical production.
Section 13 of the “Technical Report Summary
for the Alta Mesa Uranium Project, Brooks and Jim Hogg Counties, Texas, USA, National Instrument 43-101, Technical Report”, dated
January 19, 2023, details documented, historical uranium well field recovery rates, which are specifically summarized and used as part
of the author’s overall report regarding the recoverability of uranium at the Alta Mesa Uranium Project.
There is no technical report under National Instrument.
43-101 for the Rosita Uranium Project, but historic production from the Rosita Uranium Project from 1990-1999 and in 2008 was disclosed
under by the prior owner, Westwater Resources, Inc. The Company acquired the Rosita Uranium Project from Westwater Resources, Inc., and
relied on the historically disclosed production results for the project to inform its production decision. The Company intends to issue
an N.I. 43-101 Technical Report for the Rosita Uranium Project prior to the end of 1Q 2025.
Further to the Company’s initial response
to the Staff, disclosure of estimated recovery factor is only required disclosure under N.I. 43-101 as a stated assumption used to support
a preliminary economic assessment. Since the Company is relying on historical production to make its production determination and not
on a preliminary economic assessment, the Company does not believe that well field recovery factor is required disclosure under N.I. 43-101.
2. Exhibit 99.2, page 17
SEC Comment: We note your response to prior
comment 2. Please provide us with additional information related to your production schedule including the nameplate production capacity
for each of the three licensed and constructed production facilities in South Texas and, for future production facilities, the name, date,
and respective preliminary economic analysis for each facility referenced in the schedule. 3. We note your response to prior comment
enCore Response:
The production schedule shown on Exhibit 99.2
Page 17 (“Page 17”) is tied to the map on Exhibit 99.2 page 15 (“Page 15”) for reference. The Company’s
South Texas projects are tied to specific licensed and constructed production facilities.
2
The Rosita and Kingsville Dome Central Processing
Plants, “CPP” are constructed to receive loaded ion exchange resin from satellite ion exchange facilities located at remote
wellfields via truck transport. The production capacity is based on the quantity of uranium, in pounds U3O8, the
facility can recover from ion exchange resin, precipitate, filter, dry, and package annually based on equipment size. These two facilities
are configured with similar equipment, and as a result have matching capacities of 800,000 pounds U3O8 per year
or combined, 1.6 million pounds U3O8 per year. The initial, planned satellite IX facilities and wellfields referenced
on Page 17 that will feed the Rosita CPP, and possibly Kingsville Dome CPP, if needed, are:
● Upper Spring Creek (Brown)
● Upper Spring Creek (Brevard)
● Rosita Extension (currently producing)
● Rosita South
● Butler Ranch
The Alta Mesa CPP is currently constructed and
operated in a slightly different configuration where the wellfields are pipelined directly into the ion exchange facilities located at
the CPP rather than using truck transports to move resin from a satellite ion exchange facility. With three ion exchange facilities located
at the central processing plant, the historic, combined ion exchange capacity is 1,500,000 pounds U3O8 per year.
Additionally, the backend of the CPP, (e.g. precipitation, drying and packaging), has the capacity to produce an additional 500,000 pounds
U3O8 per year. As the State of Texas authorizes additional satellite ion exchange facilities and wellfields for
the Alta Mesa Project, that capacity will be utilized as needed. From the diagram on Page 17, the projects that will feed the Alta Mesa
CPP are:
● Alta Mesa
● Mesteña Grande (N. Alta Mesa)
Future production facilities referenced on Page
17 as South Dakota/Wyoming do have PEA’s, as available on the Company’s website:
● Dewey Burdock/Dewey Terrace
● Gas Hills
The New Mexico project titled Crownpoint/Hosta
Butte is a currently an exploration project, but as discussed in the Technical Report, there is a reasonable expectation for economic
extraction based on prior pilot testing on an adjacent property.
3
3. Exhibit 99.2, page 17
SEC Comment: Please tell us the source and date of the historical
estimates and, to the extent known, the key assumptions, parameters, and methods used to prepare the historical estimates. Tell us if
this is required disclosure under Section 2.4 of National Instrument 43-101.
enCore Response:
The sources of the historical resources is necessary
under Section 2.4 of N.I. 43-101, and lack of a direct reference in the disclosure was an oversight by the Company. Listing the titles
and authors of the reports supporting the historical resources complies with Section 2.4 of N.I. 43-101. Below are the referenced historical
resources table, and the noted references are included. As previously provided in the Company’s prior response, the Company submits
that the inadvertent omission does not result in a material overall effect to the Company’s disclosure as contained in the MD&A
and hereby undertakes to ensure that the required disclosure is contained in all future filings it makes with the Commission regarding
the historical resources.
4
Exhibit 99.3
Notes to the Consolidated Financial Statements
Note 2. Material accounting policy information
4. Mineral properties, page F-9.
SEC Comment: We note from your response
to prior comment 4 that you have retained reference to “development” of exploration and evaluation assets. However, it remains
unclear to us how IFRS 6 contemplates capitalization of these costs. Please provide us with examples of direct and indirect costs you
incur to “develop” your exploration and evaluation assets. Alternatively, you may choose to remove this reference from your
accounting policy description
enCore Response: Currently in our accounting
policy we note: “All direct and indirect costs related to the acquisition, exploration and development of exploration and evaluation
assets are capitalized by property.” The policy disclosure will be updated to reflect: “All direct and indirect costs related
to the acquisition, exploration and evaluation assets are capitalized by property.” The Company will include this disclosure in
its future financial statements filed with or furnished to the Commission, including the Company’s foreign report on Form 6-K containing
its financial statements for the nine months ended September 30, 2024, and the Company’s annual report as of December 31, 2024 containing
its audited financial statements for the year ended December 31, 2024.
5. Note 10. Mining Properties, page F-25.
SEC Comment: We note from your response
to prior comment 6 that “The Company recognizes depletion expense based on the unit-of-production method, which applies the depletion
rate to the actual amount of uranium extracted during the period relative to the estimated recoverable reserves within inventory. This
disclosure is currently included in the Company’s Form 40-F for the year-ending December 31, 2023.” However, we are unable
to locate this disclosure. Please tell us the Exhibit and page number where this disclosure can be found in the Form 40-F for the fiscal
year ended December 31, 2023.
enCore Response:
The Company’s response to prior comment
6 addressed the disclosure around the entire response and did not directly focus on the depletion expense. The Company’s response
was to address the triggering event of the Rosita Extension Mineral property being reclassified to Mining properties. The Company noted
the reclassification of the Rosita Extension and Alta Mesa Mineral Properties to Mining Properties was triggered by the commencement of
production activities, marking the transition from exploration to development and from Mineral Properties to Mining Property.
5
We do recognize depletion expense based on the
unit-of-production method, which applies the depletion rate to the actual amount of uranium extracted during the period relative to the
estimated recoverable reserves within inventory. The depletion expense recognition is currently not disclosed in the Company’s annual
financial statements in its annual report on Form 40-F or the Company’s financial statement in its foreign reports on Form 6-K for
the three and six months ended March 31, 2024, and June 30, 2024. The Company will include the disclosure of the Company’s accounting
policy around depletion expense in its future financial statements filed with or furnished to the Commission, including the Company’s
foreign report on Form 6-K containing its financial statements for the nine months ended September 30, 2024, and the Company’s annual
report as of December 31, 2024. containing its audited annual financial statements for the year ended December 31, 2024.
6. Note 10. Mining Properties, page F-25.
SEC Comment: We note your response to prior comment 6 states
that you apply the units-of production method in calculating depletion based on estimated recoverable reserves. Please address the following
points:
● Given that you do not disclose proven and probable reserves,
clarify your policy disclosure to describe “estimated recoverable reserves,” explain how they are determined and how they best
represent the useful life of the underlying mineral property asset.
● To the extent you include inferred resources or exploration
potential in your “estimated recoverable reserve” base, provide the amounts and percentages of inferred resources and exploration
potential included in your calculations as of June 30, 2024.
● Provide an analysis of the impact that these lower level
of resources have on your depletion expense for the six months ended June 30, 2024, that includes depletion calculations with and without
inferred resources and exploration potential in your depletion base.
enCore Response:
1. The “estimated recoverable reserves ” refers to
the quantity of uranium that is believed to be extractable from a specific mineral property under current economic and technical conditions.
These estimates are crucial for understanding the potential lifespan and value of the asset.
The reserves are determined through
detailed geological studies that assess the location, quality, and quantity of uranium deposits. This includes core drilling and sampling
to analyze the mineral content. Different methods are used, such as block modeling and statistical data, to assist in determining estimates
of the size and grade of the deposits. The estimated recoverable reserves are also influenced by factors such as market prices, extraction
costs, and technological capabilities. Reserves that exhibit profitably are those that are extracted under current market conditions.
Compliance with industry regulations and standards are essential for credibility in reserve estimates.
Useful Life of Mineral Asset
The estimated recoverable reserves
provide a clear indication of the potential operational lifespan of the mineral property. A higher estimate of recoverable reserves suggests
a longer useful life, as it indicates a greater volume of uranium that can be mined and processed. On the contrary, lower estimates may
signal a shorter operational period, influencing investment decisions and strategic planning.
6
2. The Company does not include inferred resources or exploration
potential in its estimated recoverable reserve.
3. Because the Company does not include inferred resources or
exploration potential in its estimated recoverable reserve there is no analysis to provide for the six months ended June 30, 2024.
7. General
SEC Comment: We note your responses
to prior comments 4, 5, and 6 indicate that the referenced verbiage will be included in the applicable accounting policy disclosure in
future filings of Form 6-K. Please confirm that such disclosure will also be included in future filings of your Form 40-F.
enCore Response:
The Company will include the referenced verbiage
from prior comments 4, 5, and 6 in its future financial statements filed with or furnished to the Commission, including the Company’s
foreign report on Form 6-K containing its financial statements for the nine months ended September 30, 2024, and the Company’s annual
report as of December 31, 2024 containing its audited financial statements for the year ended December 31, 2024.
Form 6-K filed August 14, 2024
Exhibit 99.2 Notes to Consolidated Financial
Statements
8. Note 14. Segmented information, page 24
We note from your response to prior comment 8
that “Even though the Company has begun production at both our Rosita and Alta Mesa projects in Texas in 2024, the Company’s
Chief Operating Decision Maker (“CODM”) continues to assess the allocation of resources based on the production of one product,
Uranium.”
Please describe in more detail how uranium performance
is assessed and how resources are allocated to the various components of your business specifically addressing resource allocation between
your producing and non-producing components. As part of your response, provide examples supporting your descriptions, and specifically
describe the nature of decisions made by the CODM as they relate to each of the components.
enCore Response:
In the Company’s foreign report on Form
6-K which contains its financial statements for the six months ended June 30, 2024, it was noted that the Company’s primary focus
is on supplying uranium concentrates (“uranium”) to customers, with revenue recognized based on the consideration specified
in contracts. The Company’s Chief Operating Decision Maker (CODM) primarily evaluates the business based on uranium production levels
and allocates resources to align with production goals across both producing and non-producing assets. CODM is focused on optimizing uranium
production as a key metric for the company’s success. This involves not only assessing current production levels but also strat
2024-10-17 - UPLOAD - enCore Energy Corp. File: 001-41489
October 17, 2024
Shona Wilson
Chief Financial Officer
enCore Energy Corp.
101 N. Shoreline Blvd., Suite 450
Corpus Christi, Texas 78401
Re:enCore Energy Corp.
Form 40-F for Fiscal Year Ended December 31, 2023
Form 6-K filed August 14, 2024
Response dated September 26, 2024
File No. 001-41489
Dear Shona Wilson:
We have reviewed your September 26, 2024 response to our comment letter and have
the following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our
September 13, 2024 letter.
Form 40-F for Fiscal Year Ended December 31, 2023
Exhibit 99.1, page 1
1.We note your response to prior comment 1. Our understanding of Section 3.4 of
National Instrument 43-101 is that the disclosure of mineral resources or reserves on a
material property must include the key assumptions, parameters, and methods used to
estimate the mineral resource and mineral reserve. Considering that you base
production decisions on mineral resources please explain why you do not consider the
well field recovery factor to be a key assumption associated with your mineral
resources that should be communicated to investors.
Exhibit 99.2, page 17
We note your response to prior comment 2. Please provide us with additional 2.
October 17, 2024
Page 2
information related to your production schedule including the nameplate production
capacity for each of the three licensed and constructed production facilities in South
Texas and, for future production facilities, the name, date, and respective preliminary
economic analysis for each facility referenced in the schedule.
3.We note your response to prior comment 3. Please tell us the source and date of the
historical estimates and, to the extent known, the key assumptions, parameters, and
methods used to prepare the historical estimates. Tell us if this is required disclosure
under Section 2.4 of National Instrument 43-101.
Exhibit 99.3
Notes to the Consolidated Financial Statements
Note 2. Material accounting policy information
Mineral properties, page F-9
4.We note from your response to prior comment 4 that you have retained reference to
“development” of exploration and evaluation assets. However, it remains unclear to us
how IFRS 6 contemplates capitalization of these costs. Please provide us with
examples of direct and indirect costs you incur to "develop" your exploration and
evaluation assets. Alternatively, you may choose to remove this reference from your
accounting policy description.
Note 10. Mining Properties, page F-25
5.We note from your response to prior comment 6 that “The Company recognizes
depletion expense based on the unit-of-production method, which applies the
depletion rate to the actual amount of uranium extracted during the period relative to
the estimated recoverable reserves within inventory. This disclosure is currently
included in the Company’s Form 40-F for the year-ending December 31, 2023.”
However, we are unable to locate this disclosure. Please tell us the Exhibit and page
number where this disclosure can be found in the Form 40-F for the fiscal year ended
December 31, 2023.
6.We note your response to prior comment 6 states that you apply the units-of-
production method in calculating depletion based on estimated recoverable reserves.
Please address the following points:
•Given that you do not disclose proven and probable reserves, clarify your policy
disclosure to describe "estimated recoverable reserves," explain how they are
determined and how they best represent the useful life of the underlying mineral
property asset.
•To the extent you include inferred resources or exploration potential in your
"estimated recoverable reserve" base, provide the amounts and percentages of
inferred resources and exploration potential included in your calculations as of
June 30, 2024.
•Provide an analysis of the impact that these lower level of resources have on your
depletion expense for the six months ended June 30, 2024 that includes depletion
calculations with and without inferred resources and exploration potential in your
depletion base.
October 17, 2024
Page 3
General
7.We note your responses to prior comments 4, 5, and 6 indicate that the referenced
verbiage will be included in the applicable accounting policy disclosure in future
filings of Form 6-K. Please confirm that such disclosure will also be included in
future filings of your Form 40-F.
Form 6-K filed August 14, 2024
Exhibit 99.2
Notes to Consolidated Financial Statements
Note 14. Segmented information, page 24
8.We note from your response to prior comment 8 that “Even though the Company has
begun production at both our Rosita and Alta Mesa projects in Texas in 2024, the
Company’s Chief Operating Decision Maker (“CODM”) continues to assess the
allocation of resources based on the production of one product, Uranium.” Please
describe in more detail how performance is assessed and how resources are allocated
to the various components of your business specifically addressing resource allocation
between your producing and non-producing components. As part of your response,
provide examples supporting your descriptions, and specifically describe the nature of
decisions made by the CODM as they relate to each of the components.
Please contact Jennifer O'Brien at 202-551-3721 or Craig Arakawa at 202-551-3650 if
you have questions regarding comments on the financial statements and related matters.
You may contact John Coleman at 202-551-3610 with questions about engineering
comments.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
2024-09-26 - CORRESP - enCore Energy Corp.
CORRESP
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filename1.htm
[enCore Energy Corp. Letterhead]
September 26, 2024
Via EDGAR
Jennifer O’Brien
Division of Corporation Finance
Office of Energy & Transportation
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: enCore Energy Corp.
Form 40-F for Fiscal Year Ended December 31, 2023
Form 6-K filed August 14, 2024
File No. 001-41489
This letter is in response to the comments provided by the Staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) in the letter dated September 13, 2024 (the
“Letter”), regarding enCore Energy Corp.’s (the “Company”) Form 40-F for the fiscal year ended December 31, 2023,
and Form 6-K filed August 14, 2024. Below are our responses to each of the comments raised by the Commission.
Form 40-F for Fiscal Year Ended December 31, 2023
1. Estimated Well Field Recovery Factor
SEC Comment: Please tell us the estimated
well field recovery factor for each of your mineral resources. If the estimated well field recovery factor has not been included with
your resource tables, tell us if this is required disclosure under National Instrument 43-101.
Company Response: Based on historic recoveries
for the projects the Company is currently operating and expect to operate in South Texas, for our planning purposes, the Company uses
80% recovery of in-situ measured and indicated resource as produced uranium and 60% recovery of in-situ inferred resources as produced
uranium. The difference between the two recovery rates is solely due to confidence in the in-situ resource as per NI 43-101 requirements.
There is no requirement under NI 43-101 to disclose the estimated recovery factor, other than as a stated assumption used to support a
Preliminary Economic Analysis. Neither of the Company’s operating facilities have completed PEA’s, and therefore, the Company
does not believe that there any additional disclosure required under NI 43-101.
2. Production Schedule Reconciliation
SEC Comment: We are unable to reconcile the quantities in the
production schedule with your mineral resource disclosure. Please provide us with additional detail regarding the production schedule,
including the annual estimated recovered uranium for each project and the respective resource classification for each of these quantities.
Company Response: The figure referenced
by the Staff in the Letter is a highly stylized bar chart of expected project production startup timelines. The numbers on the chart represent
the production capacity at each of the Company’s facilities. For the Company’s production facilities in South Texas, the combined
production capacity is based on nameplate production capacity at all three of its licensed and constructed production facilities, when
they operate at full capacity. For the future production facilities, the stated production capacity is derived from the published NI 43-101
Preliminary Economic Analysis for each facility. There is no connection in the timing or the stated production capacities of that figure
to the Company’s mineral resource disclosure.
3. Historical Resource Disclosure Compliance
SEC Comment: Please confirm that your disclosure of 47.4 million
pounds of historical resources on page 18 of your MD&A complies with Section 2.4 of National Instrument 43-101.
Company Response: Upon review, the Company
has determined that the disclosure in the MD&A inadvertently omitted certain footnotes and references necessary for strict compliance
with Section 2.4 of NI 43-101. The full disclosure of these items was made in the Company’s corporate slide deck available on the
Company’s website at www.encoreuranium.com. The Company submits that the inadvertent omission does not result in a material overall
effect to the Company’s disclosure as contained in the MD&A and hereby undertakes to ensure that the appropriate footnotes and
references are contained in the future filings it makes in with the Commission.
Exhibit 99.3
Notes to the Consolidated Financial Statements
Note 2. Material accounting policy information
4. Mineral properties, page F-9
SEC Comment: We note your accounting policy
for exploration and evaluation assets includes the following statement: “All direct and indirect costs related to the acquisition,
exploration and development of exploration and evaluation assets are capitalized by property.” However, the guidance in paragraph
10 of IFRS 6 indicates that expenditures related to the development of mineral resources shall not be recognized as exploration and evaluation
assets. Please clarify for us how your accounting policy complies with IFRS 6.
Company Response: The Company has certain
mineral property assets that are in the exploration stage, and records exploration and evaluation assets, which consist of the costs of
acquiring licenses for the right to explore and costs associated with exploration and evaluation activity, at cost. All direct and indirect
costs related to the acquisition, exploration and development of exploration and evaluation assets are capitalized by property.
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The exploration and evaluation assets are
capitalized until the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are
demonstrable. Such treatment is consistent with IFRS 6. If an exploration and evaluation property interest is abandoned, both the acquisition
costs and the exploration and evaluation cost will be written off to net income or loss in the period of abandonment. The Company will
ensure the verbiage above is included in our accounting policy disclosure in future filings of its Form 6-K.
5. Investments in uranium, page F-10
SEC Comment: Investments in uranium, page
F-10 5. We note your accounting policy indicates that you measure uranium at fair value at each reporting period after initial recognition.
However, we note that paragraph 9 of IAS 2 requires inventories to be measured at the lower of cost and net realizable value. Please provide
us with an analysis to support your accounting policy or revise to comply with IAS 2. As part of your response, please clarify whether
the accounting policy you disclose in the Notes to the Condensed Interim Consolidated Financial Statements for the six months ended June
30, 2024, and June 30, 2023, has been revised. In this regard, it states that “Inventories are uranium concentrates and converted
products including chemicals and are measured at the lower of cost and net realizable value.”
Company Response: Uranium purchased and
held while the Company had not yet started production is classified as an investment. However, once the Company commenced production
uranium held is then treated as inventory and accounted for under IAS 2. (See also response to Comment 2 above).
Uranium inventory thus is classified as inventory
and valued at lower of cost and net realizable value (LCM), as per IAS 2. Please note in the Notes to the Condensed Consolidated Financial
Statements presented for the six months end June 30, 2024, and June 30, 2023, the Accounting Policy presented for Inventory reflects
Inventories are uranium concentrates and converted products including chemicals and are measured at the lower of cost and net realizable
value. The cost of inventories is based on the first in first out (FIFO) method. Cost includes direct materials, direct labor, operational
overhead expenses and depreciation. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated
costs of completion and selling expenses. Consumable supplies and spares are valued at the lower of cost or replacement value. The
Company will ensure the verbiage above is included in our accounting policy disclosure in future filings of its Form 6-K.
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6. Note 10. Mining Properties, page F-25
SEC Comment: Note 10. Mining Properties,
page F-25 6. We note you reclassified the Rosita Extension Mineral property to Mining properties during the fiscal year ended December
31, 2023. and reclassified part of your Alta Mesa Mineral property to Mining properties during the six months ended June 30, 2024. Please
expand your accounting policy to clearly explain the events that triggered reclassification including how technical feasibility and commercial
viability were met and disclose the criteria for classification as a Mining property versus a Mineral property. Furthermore, given your
recognition of depletion expense during the six months ended June 30, 2024, please disclose your accounting policy for recognizing depletion
expense.
Company Response: The Company has certain
mineral property assets that are in the exploration stage, and records exploration and evaluation assets, which consist of the costs of
acquiring licenses for the right to explore and costs associated with exploration and evaluation activity, at cost. All direct and indirect
costs related to the acquisition, exploration and development of exploration and evaluation assets are capitalized by property. The reclassification
of the Rosita Extension and Alta Mesa Mineral Properties to Mining Properties was triggered by the commencement of production activities,
marking the transition from exploration to development and from Mineral Properties to Mining Property.
The exploration and evaluation assets are
capitalized until the commercial viability of the extraction of mineral resources in an area of interest are demonstrable. Exploration
and evaluation assets are then assessed for impairment and reclassified to mining property on the consolidated statement of financial
position. If an exploration and evaluation property interest is abandoned, both the acquisition costs and the exploration and evaluation
cost will be written off to net income or loss in the period of abandonment.
The Company recognizes depletion expense based
on the unit-of-production method, which applies the depletion rate to the actual amount of uranium extracted during the period relative
to the estimated recoverable reserves within inventory. This disclosure is currently included
in the Company’s Form 40-F for the year-ending December 31, 2023. Management will ensure the verbiage above is included in its
accounting policy disclosure in future filings of its Form 6-K.
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7. Alta mesa joint venture, page 13
SEC Comment: We note you entered into a
uranium loan agreement with Boss Energy Limited and recorded a deemed value of $20,108,000 as of June 30, 2024. Please clarify for us
the meaning of “deemed value,” and what IFRS Standard you are applying in accounting for this commodity loan
Company Response: The term
“deemed value” refers to the fair market value of uranium at the time of the transaction and, this treatment is
consistent with the provisions of IFRS 9 for financial instruments. This value is determined by referencing market prices at the
initial recognition of the agreement. The Company will revise the language in future filings to clarify this term.
8. Note 14. Segmented information, page 24
SEC Comment: We note you have begun production
at both your Rosita and Alta Mesa projects in Texas in 2024. Please tell us how you have considered these developments in determining
your operating and reportable segments under IFRS 8.
Company Response: IFRS 8 Operating
Segments requires particular classes of entities to disclose information about their operating segments, products and services,
the geographical areas in which they operate, and their major customers. Information is based on internal management reports, both in
the identification of operating segments and measurement of disclosed segment information. Even though the Company has begun production
at both our Rosita and Alta Mesa projects in Texas in 2024, the Company’s Chief Operating Decision Maker (“CODM”) continues
to assess the allocation of resources based on the production of one product, Uranium.
Please contact me at (361) 239-5450 if you have
any further questions or require additional information.
Sincerely,
/s/ Shona Wilson
Shona Wilson
Chief Financial Officer
enCore Energy Corp.
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2024-09-13 - UPLOAD - enCore Energy Corp. File: 001-41489
September 13, 2024
Shona Wilson
Chief Financial Officer
enCore Energy Corp.
101 N. Shoreline Blvd., Suite 450
Corpus Christi, Texas 78401
Re:enCore Energy Corp.
Form 40-F for Fiscal Year Ended December 31, 2023
Form 6-K filed August 14, 2024
File No. 001-41489
Dear Shona Wilson:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 40-F for Fiscal Year Ended December 31, 2023
Exhibit 99.1, page 1
1.Please tell us the estimated well field recovery factor for each of your mineral resources.
To the extent the estimated well field recovery factor has not been included with your
resource tables tell us if this is required disclosure under National Instrument 43-101.
Exhibit 99.2, page 17
2.We note your production schedule on page 17 of your Management's Discussion
& Analysis that includes estimates of production for each project from 2023 to 2029. We
are unable to reconcile the quantities in the chart with your mineral resource disclosure.
Please provide us with additional detail regarding the production schedule including the
annual estimated recovered uranium for each project and the respective resource
classification for each of these quantities.
We note your disclosure of 47.4 million pounds of historical resources on page 18 of your
Management's Discussion & Analysis. Our understanding of National Instrument 43-101 3.
September 13, 2024
Page 2
is that historical resource disclosure should be accompanied with the information under
Section 2.4 of National Instrument 43-101. Please advise.
Exhibit 99.3
Notes to the Consolidated Financial Statements
Note 2. Material accounting policy information
Mineral properties, page F-9
4.We note your accounting policy for exploration and evaluation assets includes the
following statement: “All direct and indirect costs related to the acquisition, exploration
and development of exploration and evaluation assets are capitalized by property.”
However, the guidance in paragraph 10 of IFRS 6 indicates that expenditures related to
the development of mineral resources shall not be recognized as exploration and
evaluation assets. Please clarify for us how your accounting policy complies with IFRS 6.
Investments in uranium, page F-10
5.We note your accounting policy indicates that you measure uranium at fair value at each
reporting period subsequent to initial recognition. However, we note that paragraph 9 of
IAS 2 requires inventories to be measured at the lower of cost and net realizable value.
Please provide us with an analysis to support your accounting policy or revise to comply
with IAS 2. As part of your response, please clarify whether the accounting policy you
disclose in the Notes to the Condensed Interim Consolidated Financial Statements for the
six months ended June 30, 2024 and June 30, 2023 has been revised. In this regard, it
states that “Inventories are uranium concentrates, and converted products including
chemicals and are measured at the lower of cost and net realizable value.”
Note 10. Mining Properties, page F-25
6.We note you reclassified the Rosita Extension Mineral property to Mining properties
during the fiscal year ended December 31, 2023. and reclassified part of your Alta Mesa
Mineral property to Mining properties during the six months ended June 30, 2024. Please
expand your accounting policy to clearly explain the events that triggered reclassification
including how technical feasibility and commercial viability were met and disclose the
criteria for classification as a Mining property versus a Mineral property. Furthermore,
given your recognition of depletion expense during the six months ended June 30, 2024,
please disclose your accounting policy for recognizing depletion expense.
Form 6-K filed August 14, 2024
Exhibit 99.2
Notes to Consolidated Financial Statements
Note 6. Asset acquisition and disposition
Alta mesa joint venture, page 13
7.We note you entered into a uranium loan agreement with Boss Energy Limited and
recorded a deemed value of $20,108,000 as of June 30, 2024. Please clarify for us the
meaning of “deemed value,” and what IFRS Standard you are applying in accounting for
this commodity loan.
September 13, 2024
Page 3
Note 14. Segmented information, page 24
8.We note you have begun production at both your Rosita and Alta Mesa projects in Texas
in 2024. Please tell us how you have considered these developments in determining your
operating and reportable segments under IFRS 8.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
Please contact Jennifer O'Brien at 202-551-3721 or Craig Arakawa at 202-551-3650 if
you have questions regarding comments on the financial statements and related matters. You
may contact John Coleman at 202-551-3610 with questions about engineering comments.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
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