8-K
enCore Energy Corp. (EU)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 28, 2025
enCore Energy Corp.
(Exact name of registrant as specified in its charter)
| British Columbia | 001-41489 | N/A |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br><br>File Number) | (IRS Employer<br>Identification No.) |
| 5950 Berkshire Lane, Suite 210,<br><br>Dallas, TX | 75225 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (361) 239-2025
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading<br>Symbol(s) | Name of each exchange<br>on which registered: |
|---|---|---|
| Common Shares, no par value | EU | The Nasdaq Stock Market LLC |
| TSX Venture Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
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On July 28, 2025, Dain McCoig was appointed as Chief Operating Officer of enCore Energy Corp. (the “Company”). Mr. McCoig, age 45, has previously served as the Senior Vice President of Operations since April 2025 and as Director of Technical Services since June 2023. Prior to joining the Company, Mr. McCoig served in a number of roles at Westwater Resources, Inc., including most recently Vice President - Operations from May 2018 to May 2023 where Mr. McCoig oversaw all operations in Texas and Alabama, as well as managed various engineering projects. Mr. McCoig earned a Bachelor of Science degree in Mechanical Engineering from Colorado School of Mines in 2002 and attained his certification as a Professional Engineer from the Texas Board of Professional Engineers in 2010.
Mr. McCoig was not appointed pursuant to any arrangement or understanding between him and any other person. There are no family relationships between Mr. McCoig and any director or executive officer of the Company and Mr. McCoig has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with Mr. McCoig’s appointment, the Company and Mr. McCoig entered into an employment agreement (the “Employment Agreement”) on July 28, 2025, which, among other things, provides for (i) an annual base salary of $350,000, (ii) participation in the executive health benefit plan of the Company and standard employee benefits and (iii) eligibility to receive an annual target bonus of 50% of his salary. Mr. McCoig’s employment agreement also provides for certain severance benefits if his employment were terminated by the Company without cause or due to a Change of Control (as defined in the Employment Agreement), including an amount equal to the sum of twelve months of his base salary plus his annual bonus calculated as 50% of his base salary, and an amount equal to eighteen months of his COBRA premium. In exchange for the severance benefits Mr. McCoig must sign a release of claims in favor of the Company. Mr. McCoig’s employment agreement also includes standard confidentiality, non-competition, non-solicitation and non-disparagement covenants.
In addition, Shona Wilson, the Company’s Chief Financial Officer, will be departing the Company following the filing of the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2025 (the “Separation Date”). The departure of Ms. Wilson is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices, including with respect to accounting principles, financial statement disclosure or internal controls.
On July 28, 2025, the Company, through its subsidiary, entered into a Transition Services, Separation and General Release Agreement with Ms. Wilson (the “Separation Agreement”). Pursuant to the Separation Agreement, the Company will pay one separation payment of $750,000 to Ms. Wilson within 30 days following the expiration of the seven-day revocation period, will continue her supplemental health benefits for a period of twelve months and will provide full subsidized continuation of Ms. Wilson’s COBRA premium for a period of eighteen months. The Company’s obligation to provide continued health benefits or subsidization of the COBRA premium shall terminate prior to the twelve-month and eighteen-month periods, respectively, if Ms. Wilson becomes eligible for a group health plan with another employer or revokes the Separation Agreement. In addition, pursuant to the Separation Agreement, all of Ms. Wilson’s awards shall accelerate and become immediately exercisable, and the stock options will expire 90 days following the Separation Date in accordance with the Company’s 2021 Stock Option Plan and the grant agreements pursuant to which such awards were granted; provided, however, that if on the Separation Date, the exercise price of the vested and exercisable stock options is below the fair market value of one common share of the Company, the vested and exercisable stock options shall be exercisable through the twelve-month anniversary of the Separation Date, as opposed to the 90th day following the Separation Date. All other awards previously granted will be forfeited on her separation. Additionally, pursuant to the Separation Agreement Ms. Wilson will provide certain transition services for one month after her Separation Date.
The Separation Agreement additionally contains, among other things, mutual non-disparagement provisions and a mutual release of claims by Ms. Wilson and the Company as well as a three-year non-solicit (for employees and customers, clients or business relations of the Company) and a two-year non-compete provision relating to the extraction of domestic uranium within the United States.
The foregoing summaries of the Employment Agreement and Separation Agreement do not purport to be complete and are qualified in its entirety by reference to the Employment Agreement and Separation Agreement, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. |
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On July 28, 2025, the Company issued a press release providing updates on second quarter extraction results and the management team. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.
The information and exhibit furnished pursuant to Item 7.01 are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended or the Exchange Act, regardless of any general incorporation language in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
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(d) Exhibits.
| Exhibit | Description |
|---|---|
| 10.1 | Employment Agreement by and between Dain McCoig and enCore Energy Corp., dated July 28, 2025 |
| 10.2 | Transition Services, Separation and General Release Agreement, by and between Shona Wilson and URI, Inc. dated July 28, 2025 |
| 99.1* | Press Release of enCore Energy Corp., dated July 28, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | This Exhibit is intended to be furnished to, and not filed with, the Commission pursuant to General Instruction B.2 of Form 8-K. |
| --- | --- |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ENCORE ENERGY CORP. | ||
|---|---|---|
| By: | /s/ Robert Willette | |
| Robert Willette | ||
| Acting Chief Executive Officer and<br><br>Chief Legal Officer | ||
| Dated: July 29, 2025 |
EX-10.1
Exhibit 10.1
EMPLOYMENT AGREEMENT
This Employment Agreement (the “Agreement”) is made and entered into as of July 28, 2025 (the “Effective Date”), by and between enCore Energy Corp., (the “Company”), and Dain McCoig (the “Employee”).
RECITALS
WHEREAS, the Company is involved in the acquisition, exploration, and development of uranium resource properties in the United States (the “Business”).
WHEREAS, the Employee has significant qualifications and experience in the Business and has been employed by the Company in a key position before the Effective Date (as defined below).
WHEREAS, the Company desires to continue to employ the Employee, and the Employee desires continue his employment with the Company, according to the terms and conditions of this Agreement following the Effective Date.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree to the following terms:
TERMS
1. Employment and Position. During the Term (as defined below), the Employee shall be employed by the Company as its Chief Operating Officer, and the Employee will serve in such capacity, subject to the terms and conditions of this Agreement. The Employee shall report directly to the Company’s Chief Executive Officer (“CEO”).
- Duties.
(a) Duties for the Company and its Affiliates. The Employee have such duties, responsibilities, and authorities for the Company as are customary of a chief operating officer of a company similar in size and revenue in the Company’s business and such additional or different duties, responsibilities, and authorities as may be reasonably assigned by the CEO in his sole discretion commensurate with such position, including without limitation duties, responsibilities, and authorities with respect to the Company and its Affiliates. For purpose of this Agreement, “Affiliate” means, with respect to the entity or person at issue, any person or entity that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity or person.
(b) Working Time and Best-Effort Requirements and Permitted Outside Activities. During the Term (as defined below), the Employee shall continue to devote sufficient working time as well as his best efforts, abilities, knowledge, and experience to the Company’s Business and affairs as necessary to faithfully perform his duties, responsibilities, and authorities under this Agreement. As long as such service and
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investments do not prevent the Employee from fulfilling his duties, responsibilities, and authorities under this Agreement or directly or indirectly compete with the Company, in each case as determined by the Board of Directors of the Company (the “Board”) in its sole discretion, the Employee may, without violating this Agreement, (i) serve as an officer or director of any civic or charitable organization, (ii) own publicly traded securities, and (iii) passively invest his personal assets in such form or manner as will not require any services by the Employee in the operation of the entities in which such investments are made.
(c) Compliance with Company Policies. The Employee shall continue to comply with all applicable Company rules and policies as a condition of employment.
(d) Duty of Loyalty. The Employee shall continue to owe a fiduciary duty of loyalty, fidelity, and allegiance to act in the best interests of the Company and its Affiliates, and to do no act that would materially injure their business, interests, or reputations. In keeping with these duties, the Employee shall continue to make full disclosure to the Board of all opportunities pertaining to the Company’s Business that come to his attention during the Term (as defined below) and shall not appropriate for his own benefit any such Business opportunities concerning the subject matter of the fiduciary relationship.
Primary Work Location. Although the Employee shall be expected to travel from time to time as necessary to perform his duties, responsibilities, and authorities under this Agreement, his primary work location shall be at the Company’s offices in Corpus Christi, Texas, or such other location of such headquarters as of immediately before the Effective Date.
Term of Agreement and Employment.
(a) Initial Term. This Agreement shall be in full force and effect for an “Initial Term” of one year commencing on the Effective Date and expiring on the first anniversary of the Effective Date (the “Expiration Date”), unless terminated before the Expiration Date in accordance with paragraph 6.
(b) Renewal Term. Notwithstanding Section 4(a), the effectiveness of this Agreement shall automatically be extended for an additional one-year term on the Expiration Date (each, a “Renewal Term”) and on each successive anniversary of the Expiration Date (each, a “Renewal Date”), unless and until the Agreement is terminated earlier in accordance with Section 6.
(c) Term. For all purposes in this Agreement, the Initial Term and any Renewal Terms are referred to collectively as the “Term” of this Agreement.
- Compensation and Employment Benefits. In consideration of the performance of the Employee’s duties, responsibilities, and authorities under this Agreement, the Company shall provide the Employee with the following compensation and employment benefits:
(a) Base Salary. The Company shall provide the Employee with an annualized base salary of $350,000.00, less applicable withholdings and deductions, in accordance with the Company’s normal payroll procedures, and prorated for any partial period of employment (the “Base Salary”). The Board may adjust the Base Salary in its sole discretion during the Term.
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(b) Discretionary Annual Bonuses. The Employee shall be eligible to receive an annual target bonus up to fifty percent (50%) of his Base Salary (each, an “Annual Bonus”) during each calendar year of the Term in accordance with this subparagraph to the same extent such bonus payments are paid to similarly situated employees of the Company. Factors such as whether Annual Bonuses are paid, eligibility for Annual Bonuses, when such Annual Bonuses are paid, and the amount of Annual Bonuses are at the sole discretion of the Board. Accordingly, the amount of any Annual Bonus shall be determined by the Board in its sole discretion based on its assessment of the Employee’s performance against applicable performance objectives as well as the Company’s performance. The Employee shall not be eligible to receive any Annual Bonus unless he remains employed by the Company through the date on which any such Annual Bonus is paid to be eligible to receive such Annual Bonus. All Annual Bonuses and other discretionary compensation payable to the Employee by Company shall be paid to the Employee in a lump sum no later than 2^1^⁄2 months following the end of the taxable year upon which the applicable Annual Bonus or other compensation was based.
(d) Employment Benefits and Vacation. The Company shall continue to provide the Employee with the employment benefits that are substantially similar in the aggregate to the employment benefits he received as of immediately before the Effective Date or as ordinarily provided from time to time to other similarly situated employees of the Company. Such benefits shall be governed by the applicable plan documents, insurance policies, or employment policies, and may be modified, suspended, or revoked in accordance with the terms of the applicable documents or policies without violating this Agreement. The Employee shall receive four (4) weeks of vacation during each calendar year of the Term, prorated for any partial calendar year during the Term. Any vacation shall be taken at the reasonable and mutual convenience of the Company and the Employee. Unless otherwise specifically permitted under the Company’s vacation policy, any accrued and unused vacation shall not be carried over from year to year and shall not be paid to the Employee upon the termination of his employment with the Company, regardless of the reason for such termination.
(e) Reimbursement of Business Expenses. The Employee shall be authorized to incur ordinary, necessary, and reasonable business and travel expenses while performing his duties, responsibilities, and authorities under this Agreement and promoting the Company’s Business and activities during the Term. The Company shall reimburse the Employee for all such expenses incurred in accordance with the Company’s policies and practices concerning reimbursement of business expenses that are submitted to the Company for reimbursement no later than 60 days after the applicable expense was incurred. Any such reimbursement shall be made as soon as reasonably practicable but in no event later than 2^1^⁄2 months following the end of the taxable year in which the applicable expense was incurred.
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(f) Inconsistencies. The compensation and benefits provided under this paragraph 5 are intended to be consistent with the Company’s applicable benefit plan documents, insurance policies, and employment policies. If any provision of paragraph 5 is inconsistent with any provision of the Company’s applicable benefit plan documents, insurance policies, or employment policies, the applicable provision of the benefit plan documents, insurance policies, or employment policies shall control.
(g) Payroll Deductions. With respect to any compensation or benefits required to be paid under this Agreement, the Company shall withhold any amounts authorized by the Employee and all amounts required to be withheld by applicable federal, state, or local law.
- Termination of Agreement. This Agreement may be terminated as follows and any termination of this Agreement shall also constitute a termination of Employee’s employment with the Company:
(a) Death. This Agreement shall terminate immediately if the Employee dies.
(b) Inability to Perform. This Company may terminate this Agreement upon notice to the Employee of his “Inability to Perform,” which shall be deemed to occur when (i) the Employee receives disability benefits under the Company’s applicable long-term-disability plan; or (ii) the Board, upon the written report of a qualified physician designated by the Company or its insurer, has determined in its sole discretion (after a complete physical examination of the Employee at any time after he has been absent for a period of at least 90 consecutive calendar days or 120 calendar days in any 12-month period) that the Employee has become physically or mentally incapable of performing his essential job functions with or without reasonable accommodation as required by law.
(c) By the Company for Cause. The Company may terminate this Agreement for any Cause. For purposes of this Agreement, “Cause” shall mean any act or omission of the Employee that constitutes any (i) material breach of this Agreement, (ii) failure to follow instructions from the CEO or the Board, (iii) material violation of any written employment policy or rule of the Company or its subsidiaries, (iv) misappropriation of funds or property of the Company or its subsidiary, (v) illegal use or distribution of drugs or any abuse of alcohol, (vi) fraud upon the Company or its subsidiary or bad faith, dishonest, or disloyal acts or omissions toward the Company or its subsidiary, (vii) commission, indictment, arraignment, plea, or conviction, of, for, or to any felony or any misdemeanor involving moral turpitude, or (viii) any other acts or omission contrary to the best interests of the Company or its subsidiary which has caused, or is likely to cause, material harm to the Company or its subsidiary. If the Board determines in its sole discretion that a cure is possible and appropriate, the Company shall give Employee written notice of the acts or omissions constituting Cause and no termination of this Agreement shall be for Cause unless and until the Employee fails to cure such acts or omissions within 15 days following receipt of such written notice. If the Board determines in its sole discretion that a cure is not possible and appropriate, the Employee shall have no notice or cure rights before this Agreement is terminated for Cause.
(d) By the Company Without Cause. The Company may terminate this Agreement for no reason or any reason other than death, Inability to Perform, or for Cause by providing written notice to the Employee that the Company is terminating the Agreement without Cause.
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(e)Effect of a Change of Control. This Agreement shall terminate immediately if, upon a Change of Control (defined below), the Employee is not retained by the Company or its successor (whether direct or indirect, by purchase of assets, merger, consolidation, exchange of securities, amalgamation, arrangement or otherwise) to all or substantially all of the business and/or assets of the Company (a “Successor”) on substantially the same terms and conditions as set out in this Agreement, and/or any such Successor does not, by agreement in form and substance satisfactory to the Employee, expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. For the purposes of this Agreement, a “Change of Control” will mean (i) the date of the consummation of a merger or consolidation of the Company with any other corporation that has been approved by the stockholders of the Company, other than a merger or consolidation that results in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (ii) the date of the consummation of the sale or disposition by the Company of all or substantially all (i.e., at fifty percent (50%)) of the Company’s assets.
(f) By the Employee For Any Reason. The Employee may terminate this Agreement for no reason or any reason by providing at least 180 days’ written notice to the Company that the Employee is terminating the Agreement.
(g) Expiration of Term. This Agreement shall automatically terminate upon the expiration of the Term in accordance with paragraph 4.
(h) Termination Date. For purposes of this Agreement, the “Termination Date” shall mean (i) if this Agreement is terminated because of the Employee’s death, the date of death, (ii) if this Agreement is terminated because of the Employee’s Inability to Perform, the date the Company notifies the Employee of the termination, (iii) if this Agreement is terminated by the Company for Cause, by the Company without Cause, or by the Employee for any reason, the applicable effective date of such termination, and (iv) if this Agreement is terminated due to expiration of the Term, the last day of the Term.
- Payments and Benefits Due Upon Termination of Agreement.
(a) Accrued Obligations. Upon any termination of this Agreement, the Company shall have no further obligation to the Employee under this Agreement, except for (i) payment to the Employee of all earned but unpaid Base Salary through the Termination Date, prorated as provided above, (ii) provision to the Employee, in accordance with the terms of the applicable benefit plan of the Company or to the extent required by law, of any benefits to which the Employee has a vested entitlement as of the Termination Date, (iii) payment to the Employee of any accrued unused vacation owed to the Employee as of the Termination Date if such payment is required under the Company’s vacation policy or applicable law, (iv) payment to the Employee of any approved but un-reimbursed business expenses incurred through the Termination Date in accordance with applicable Company policy and this Agreement, and (v) if applicable, the Separation Benefits (as defined below). The payments and benefits just described in (i)-(iv) shall constitute the “Accrued Obligations” and shall be paid when due under this Agreement, the Company’s plans and policies, and applicable law.
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(b) Separation Benefits. If this Agreement is terminated either by the Company without Cause in accordance with subparagraph 6(d) or due to a Change of Control in accordance with subparagraph 6(e), the Company shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with subparagraph 7(a) and shall provide the following Separation Benefits to the Employee (collectively, the “Separation Benefits”): (i) an amount equal to the sum of twelve (12) months of the Employee’s Base Salary; (ii) an amount equal to the Annual Bonus for the calendar year containing the Termination Date (which shall be calculated as fifty percent (50%) of the Employee’s Base Salary); and (iii) an amount equal to eighteen (18) months of the premium the Employee would be required to pay for health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or similar state law (“COBRA”) if the Employee had been eligible for such COBRA continuation coverage, at the same or reasonably equivalent coverage rate for the Employee and his eligible dependents as in effect immediately prior to the Termination Date. The Separation Benefits shall be paid in a lump-sum payment, subject to all statutory deductions and authorized withholdings, payable on (or within ten (10) days following) the date the Release described in paragraph 8 becomes effective and irrevocable.
- Conditions on Receipt of Separation Benefits.
(a) Compliance with Restrictive Covenants and Execution and Non-Revocation of General Release Agreement. Notwithstanding any other provision in this Agreement, the Company’s payment to the Employee of the Separation Benefits is subject to the conditions that (i) the Employee fully complies with all applicable restrictive covenants under paragraphs 9-11 of this Agreement; and (ii) within 55 days after the Termination Date, the Employee executes, delivers to the Company, and does not revoke as permitted by applicable law a General Release Agreement in a form reasonably acceptable to the Company (the “Release”) that, among other things, fully and finally releases and waives any and all claims, demands, actions, and suits whatsoever which he has or may have against the Company, whether under this Agreement or otherwise, that arose before the Release was executed. For purposes of this Agreement, the Release shall not become fully enforceable and irrevocable until the Employee has timely executed the Release and not revoked his acceptance of the Release within seven days after its execution.
(b) Separation from Service Requirement. Notwithstanding any other provision of this Agreement, the Employee shall be entitled to the Separation Benefits only if the termination of this Agreement constitutes the Employee’s “Separation from Service” within the meaning of Internal Revenue Code (the “Code”) Section 409A and Treasury Regulation Section 1.409A-1(h).
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- Confidential Information.
(a) Scope and Definition of Confidential Information. The Employee acknowledges that the Company has developed substantial goodwill with its customers and competitively valuable information in connection with the Business. The Employee further acknowledges and agrees that the following items shall be entitled to trade secret protection and constitute “Confidential Information” under this Agreement regardless of when such Confidential Information was disclosed to the Employee: any information used in the Business that gives the Company, its affiliate, or any other entity associated with the Company or its affiliates as determined by the Board in its sole discretion an advantage over competitors and is not generally known by competitors or readily ascertainable by independent investigation, and includes without limitation all trade secrets (as defined by applicable law); technical information, including all ideas, prospects, proposals, and other opportunities pertaining to the Company’s Business and related products and services, inventions, computer programs, computer processes, computer codes, software, website structure and content, databases, formulae, designs, compilations of information, data, proprietary processes, and know-how related to operations; financial information, including margins, earnings, accounts payable, and accounts receivable; business information, including business plans, expansion plans, business proposals, pending projects, pending proposals, sales data, and contracts; advertising information, including costs and strategies; customer information, including customer contacts, customer lists, customer identities, customer preferences and needs, customer purchasing or service terms, and specially negotiated terms with customers; supplier information, including supplier lists, supplier identities, contact information, capabilities, services, prices, costs, and specially negotiated terms with suppliers; information about future plans, including marketing strategies, target markets, promotions, sales plans, projects and proposals, research and development, and new materials research; inventory information, including quality-control procedures, inventory ordering practices, inventory lists, and inventory storage and shipping methods; information regarding personnel and employment policies and practices, including employee lists, contact information, performance information, compensation data and incentive information (including any bonus or commission plan terms), benefits, and training programs; and information regarding independent contractors and subcontractors, including independent contractor and subcontractor lists, contact information, compensation, and agreements. Confidential Information shall also include all information contained in any manual or electronic document or file created by the Company or its affiliates and provided or made available to Employee. Confidential Information shall not include any information in the public domain, through no disclosure or wrongful act of Employee, to such an extent as to be readily available to competitors.
(b) Agreement to Provide Confidential Information to the Employee. In exchange for the Employee’s promises in this Agreement, the Company agrees during the Term to provide the Employee with access to previously undisclosed Confidential Information related to his duties, responsibilities, and authorities.
(c) Agreement to Return Company Property and Confidential Information. At any time during employment upon demand by the Company, and immediately upon termination of this Agreement, regardless of the reason for such termination, the Employee shall return to the Company all property of the Company in his possession or under his control, including without limitation all Confidential Information.
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(d) Agreement not to Use or Disclose Confidential Information in Unauthorized Manner. The Employee acknowledges and agrees that (i) due to its Business, the Company will continue to develop new and additional Confidential Information after the Effective Date that has not been previously disclosed to him; (ii) all Confidential Information is considered confidential and proprietary to the Company; and (iii) he has no right, other than under this Agreement, to receive any Confidential Information. The Employee shall at all times hold in strictest confidence, and shall not disclose or use, any Confidential Information (regardless of whether received before or after the Effective Date) except for the Company’s exclusive benefit in the ordinary course of performing his duties, responsibilities, and authorities under this Agreement, and otherwise only with the prior written consent of the Board. The Employee shall promptly advise the Board in writing of any unauthorized release or use of any Confidential Information, and shall take reasonable measures to prevent unauthorized persons or entities from having access to, obtaining, being furnished with, disclosing, or using any Confidential Information.
- Non-Competition and Non-Solicitation Restrictive Covenants.
(a) Acknowledgment of Competitive Business. The Employee acknowledges and agrees that (i) the Company’s Business is highly competitive; (ii) he is entitled by virtue of his position of trust and confidence with the Company and his duties, responsibilities, and authorities under this Agreement to access Confidential Information which could be used by competitors of the Company in a manner that would irreparably harm its competitive position in the marketplace; (iii) he will be responsible under this Agreement and as the Company’s trusted representative for developing and continuing valuable business relationships and goodwill on behalf of the Company with its most important customers, suppliers, and employees; (iv) he could call on such relationships, goodwill, and Confidential Information if he competed against the Company to gain an unfair competitive advantage that would irreparably harm the Company; and (v) the goodwill and Confidential Information the Employee will develop and receive pursuant to this Agreement will enhance his reputation in the Company’s Business and increase his earning capacity.
(b) Acknowledgment of Need for Protection. The Employee further acknowledges and agrees that it would be impossible for him to ignore all knowledge of the Company’s Confidential Information and goodwill if he were to compete against the Company in the Business. It is, therefore, reasonable and proper for the Company to protect against the intentional or inadvertent use of the Confidential Information and goodwill in competition with it in the Business. Accordingly, the Employee agrees that a prohibition against his competing with the Company in the Business or soliciting its customers, suppliers, employees, or other service providers during the Term and for a reasonable period of time thereafter within a reasonable geographic area is appropriate and necessary for the protection of the Company’s Confidential Information, goodwill, and other legitimate business interests.
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(c) Covenant not to Compete. Beginning on the Effective Date and continuing for 12 months after the termination of the Employee’s employment with the Company, regardless of the reason for such termination (the “Restricted Period”), the Employee shall not directly or indirectly (including without limitation through any family member or Affiliate) (i) have any ownership interest in, serve as an officer, director, consultant, independent contractor, subcontractor, employee, or in any other capacity similar to the capacity in which the Employee served the Company, for any person or entity that provides products or services that directly or indirectly compete with the Company’s products or services in the Business in the United States, and any other country in which the Company sold its products during the Term (the “Restricted Area”); or (ii) solicit, canvass, or accept business for any person or entity in the Restricted Area that provides products or services that directly or indirectly compete with the Company’s products or services in the Business.
(d) Covenant not to Solicit. During the Restricted Period, the Employee shall not directly or indirectly, on behalf of himself or any third party (including without limitation through any family member or affiliate), (i) solicit, encourage, facilitate, or induce any customer of the Company; person or entity who was a customer of the Company at any time in the two-year period preceding the solicitation, encouragement, facilitation, or inducement; any of the Company’s prospective customers; or any of the Company’s vendors, suppliers, advertisers, agents, sales representatives, employees, independent contractors, subcontractors, consultants, or licensees, to breach any agreement or contract with, or discontinue or curtail his, her, or its business relationships with, the Company; or (ii) solicit, hire, or otherwise engage as an employee, independent contractor, or otherwise, any person or non-employee service provider who is an employee or non-employee service provider of the Company or was an employee or non-employee service provider of the Company at any time in the two-year period preceding the proposed solicitation, hiring, or engagement. Notwithstanding the preceding sentence, the post-termination obligations in the previous sentence shall apply only to those persons and entities with whom or which the Employee had material business contact on behalf of the Company during the Term or about whom or which the Employee received Confidential Information.
(e) Permitted Exception. The Employee shall be permitted without violating subparagraphs 2(b), 2(d), 10(c), or 10(d) of this Agreement to make passive personal investments in securities that are registered on a national stock exchange if the aggregate amount owned by him and all family members and affiliates does not exceed 1% of such company’s outstanding securities as long as (i) these activities do not prevent the Employee from fulfilling his duties, responsibilities, and authorities under this Agreement, and (ii) the Employee fully complies with his otherwise applicable obligations under this Agreement.
- Inventions. Any and all Confidential Information and other discoveries, inventions, improvements, trade secrets (as defined by applicable law), know-how, works of authorship, or other intellectual property conceived, created, written, developed, or first reduced to practice by the Employee before or after the Effective Date, alone or jointly, in the performance of his duties, responsibilities, or authorities for the Company (the “Inventions”) shall be the sole and exclusive property of the Company. The Employee acknowledges that all original works of authorship protectable by copyright that are produced by the Employee in the performance of his duties, responsibilities, or authorities for the Company are “works made for hire” as defined in the United
| EMPLOYMENT AGREEMENT | PAGE 9 |
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States Copyright Act (17 U.S.C. § 101). In addition, to the extent that any such works are not works made for hire under the United States Copyright Act, the Employee hereby assigns without further consideration all right, title, and interest in such works to the Company. The Employee shall promptly and fully disclose to the Company all Inventions, shall treat all Inventions as Confidential Information, and hereby assigns to the Company without further consideration all of his right, title, and interest in and to any and all Inventions, whether or not copyrightable or patentable. The Employee shall execute all papers, including applications, invention assignments, and copyright assignments, and shall otherwise assist the Company as reasonably required to memorialize, confirm, and perfect in them the rights, title, and other interests granted to the Company under this Agreement.
Duties of Confidentiality and Loyalty Under the Common Law. The Employee’s obligations under this Agreement shall supplement, rather than supplant, his common-law duties of confidentiality and loyalty owed to the Company.
Survival and Enforcement of Covenants; Remedies.
(a) Survival of Covenants. The Employee’s covenants in paragraphs 9-11 shall survive the termination of this Agreement, regardless of the reason for such termination, and shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action of the Employee against the Company (whether under this Agreement or otherwise), shall not constitute a defense to the enforcement by the Company of those covenants.
(b) Enforcement of Covenants. The Employee acknowledges and agrees that his covenants in paragraphs 9 and 10 are ancillary to the otherwise enforceable agreements by the Company under paragraph 9 to provide him with previously undisclosed Confidential Information and by him not to disclose such Confidential Information, and are supported by independent, valuable consideration. The Employee further acknowledges and agrees that the limitations as to time, geographical area, and scope of activity to be restrained by those covenants are reasonable and acceptable to him and do not include any greater restraint than is reasonably necessary to protect the Company’s Confidential Information, goodwill, and other legitimate business interests. The Employee further agrees that, if at some later date, a court of competent jurisdiction determines that any of the covenants in paragraphs 9-11 are unreasonable, any such covenants shall be reformed by the court and enforced to the maximum extent permitted under applicable law.
(c) Remedies. In the event of breach or threatened breach by the Employee of any of his covenants in paragraphs 9, 10, or 11, the Company shall be irreparably damaged in amounts difficult to ascertain and therefore entitled to equitable relief (without the need to post a bond or prove actual damages) by temporary restraining order, temporary injunction, or permanent injunction or otherwise, in addition to all other legal and equitable relief to which it may be entitled, including any and all monetary damages, which it may incur as a result of such breach, violation, or threatened breach or violation. The Company may pursue any remedy available to it concurrently or consecutively in any order as to any breach, violation, or threatened breach or violation, and the pursuit of one of such remedies at any time shall not be deemed an election of remedies or waiver of the right to pursue any other of such remedies as to such breach, violation, or threatened breach or violation,
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or as to any other breach, violation, or threatened breach or violation. If the Employee breaches any of his covenants in paragraph 10, the time periods pertaining to such covenants shall also be suspended and shall not run in favor of him from the time he first breached such covenants until the time when he ceases such breach. The Employee irrevocably waives any right to challenge the validity or enforceability of his covenants under paragraphs 9, 10, or 11. Notwithstanding anything to the contrary in this Agreement, the Company may amend the provisions of this paragraphs 9, 10, or 11 without the approval of the Employee or any other person in any manner that would not impose additional or greater restrictions on the Employee. Without limiting the foregoing, the Company may amend the provisions of paragraphs 9, 10, or 11 without the approval of the Employee or any other person to provide for less restrictive limitations as to time, geographical area, or scope of activity to be restrained. Any such less restrictive limitations may, in the Company’s sole discretion, apply only with respect to the enforcement of this Agreement in certain jurisdictions specified in any such amendment. At the request of the Company, the Employee shall consent to any such amendment and shall execute and deliver to the Company a counterpart signature page to such amendment.
Assignment and Successors and Assigns. The Employee’s duties, responsibilities, and authorities under this Agreement are personal to him and shall not be assigned to any person or entity without written consent from the Board. The Company shall assign this Agreement to any affiliate or successor of its Business. In the event of the Employee’s death, this Agreement shall be enforceable by his estate, executors, or legal representatives. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, legal representatives, successors, and permitted assigns.
Waiver of Right to Jury Trial. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, EACH PARTY SHALL, AND HEREBY DOES, IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY DISPUTE, CONTROVERSY, CLAIM, OR CAUSE OF ACTION AGAINST THE OTHER PARTY OR ITS AFFILIATES, INCLUDING ANY ARISING OUT OF OR RELATING TO THE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY, THE TERMINATION OF THAT EMPLOYMENT, OR THIS AGREEMENT (EITHER ALLEGED BREACH OR ENFORCEMENT).
Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties concerning its subject matters and supersedes all prior and contemporaneous agreements and understandings, both written and oral, between the parties with respect to such subject matters. The Employee acknowledges and agrees that the Company has not made any promise or representation to him concerning this Agreement not expressed in this Agreement, and that, in signing this Agreement, he is not relying on any prior oral or written statement or representation by the Company but is instead relying solely on his own judgment and his legal and tax advisors, if any.
Amendment. This Agreement shall not be amended except by an instrument in writing signed by an authorized representative of the party against whom such amendment is sought to be enforced. Notwithstanding the previous sentence, the Company may modify or amend this Agreement in its sole discretion at any time without further consent of the Employee in any manner necessary to comply with applicable law and regulations or the listing or other requirements of any stock exchange upon which the Company is listed. No modification or amendment may be enforced against the Company unless such modification or amendment is in writing and approved in writing by the Board.
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Waiver. The waiver by either party of a breach of any term of this Agreement shall not operate or be construed as a waiver of a subsequent breach of the same provision by either party or of the breach of any other term or provision of this Agreement.
Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable by a court of competent jurisdiction, (a) this Agreement shall be considered divisible, (b) such provision shall be deemed inoperative to the extent it is deemed illegal, invalid, or unenforceable, and (c) in all other respects this Agreement shall remain in full force and effect; provided, however, that, if any such provision may be made enforceable by limitation, then such provision shall be deemed to be so limited and shall be enforceable to the maximum extent permitted by applicable law.
Governing Law; Venue. This Agreement shall be governed by the laws of the State of Texas, without regard to its conflict-of-laws principles. The parties hereby irrevocably consent to the binding and exclusive venue for any dispute, controversy, claim, or cause of action between them arising out of or related to this Agreement being in the state or federal court of competent jurisdiction that regularly conducts proceedings or has jurisdiction in Nueces County, Texas. Nothing in this Agreement, however, precludes either party from seeking to remove a civil action from any state court to federal court.
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement. The delivery of this Agreement in the form of a clearly legible facsimile or electronically scanned version by e-mail shall have the same force and effect as delivery of the originally executed document.
Code Section 409A.
(a) Code Section 409A. The parties intend for all payments provided to the Employee under this Agreement to be exempt from or comply with the provisions of Code Section 409A and not be subject to the tax imposed by Code Section 409A. The provisions of this Agreement shall be interpreted in a manner consistent with this intent. For purposes of Section 409A, each payment amount or benefit due under this Agreement shall be considered a separate payment and the Employee’s entitlement to a series of payments or benefits under this Agreement is to be treated as an entitlement to a series of separate payments.
(b) Specified Employee Postponement. Notwithstanding the previous subparagraph or any other provision of this Agreement to the contrary, if the Company or an affiliate that is treated as a “service recipient” (as defined in Section 409A) is publicly traded on an established securities market (or otherwise) and the Employee is a “specified employee” (as defined below) and is entitled to receive a payment that is subject to Section 409A on account of Employee’s Separation from Service, such payment may not be made earlier than six months following the date of his Separation from Service if
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required by Section 409A, in which case, the accumulated postponed amount shall be paid in a lump sum payment on the Section 409A Payment Date. The “Section 409A Payment Date” is the earlier of (i) the date of the Employee’s death or (ii) the date that is six months and one day after the Employee’s Separation from Service. The determination of whether Employee is a “specified employee” shall be made in accordance with Section 409A using the default provisions in the Section 409A unless another permitted method has been prescribed for such purpose by the Company.
(c) Reimbursement of In-Kind Benefits. Any reimbursement or in-kind benefit provided under this Agreement which constitutes a “deferral of compensation” within the meaning of Treasury Regulation Section 1.409A-1(b) shall be made or provided in accordance with the requirements of Code Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.
Right to Consult an Attorney and Tax Advisor. Notwithstanding any contrary provision in this Agreement, Employee shall be solely responsible for any risk that the tax treatment of all or part of any payments provided by this Agreement may be affected by Code Section 409A, which may impose significant adverse tax consequences on him, including accelerated taxation, a 20% additional tax, and interest. The Employee therefore has the right, and is encouraged by this paragraph, to consult with a tax advisor of his choice before signing this Agreement. The Employee is also encouraged by this paragraph to consult with an attorney of his choice before signing this Agreement.
Representations of the Employee. The Employee represents and warrants that (a) he has not previously assumed any obligations inconsistent with those in this Agreement; (b) his execution of this Agreement, and his employment with the Company, shall not violate any other contract or obligation between the Employee and any former employer or other third party; and (c) during the Term, he shall not use or disclose to anyone within the Company or its subsidiaries any proprietary information or trade secrets of any former employer or other third party. The Employee further represents and warrants that he has entered into this Agreement pursuant to his own initiative and that the Company did not induce him to execute this Agreement in contravention of any existing commitments. The Employee further acknowledges that the Company has entered into this Agreement in reliance upon the foregoing representations of Employee.
Third-Party Beneficiaries. The Company’s Affiliates are intended to be third-party beneficiaries of this Agreement and therefore may enforce this Agreement.
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- Survival. The following shall provisions shall survive the termination of Employee’s employment and/or the expiration or termination of this Agreement, regardless of the reasons for such expiration or termination: Section 7 (“Payments and Benefits Due Upon Termination of Agreement”), Section 8 (“Conditions on Receipt of Separation Benefits”), Section 9 (“Confidential Information”), Section 10 (“Non-Competition and Non-Solicitation Restrictive Covenants”), Section 11 (“Inventions”), Section 12 (“Duties of Confidentiality and Loyalty Under the Common Law”), Section 13 (“Survival and Enforcement of Covenants; Remedies”), Section 15 (“Waiver of Right to Jury Trial”), Section 16 (“Entire Agreement”), Section 17 (“Amendment”), Section 18 (“Waiver”), Section 19 (“Severability”), Section 20 (“Governing Law; Venue”), Section 21 (“Counterparts”), Section 22 (“Code Section 409A”), Section 24 (“Representations of the Employee”), and Section 25 (“Third-Party Beneficiaries”), and Section 26 (“Survival”).
[Signature Page Follows]
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AGREED as of the Effective Date:
| ENCORE ENERGY CORP. | EMPLOYEE | ||
|---|---|---|---|
| By: | /s/ Robert Willette | By: | /s/ Dain McCoig |
| Name: | Robert J. Willette | Dain McCoig | |
| Title: | Interim CEO and CLO | ||
| Date Signed: July 28, 2025 | Date Signed: July 28, 2025 | ||
| EMPLOYMENT AGREEMENT | PAGE 15 | ||
| --- | --- |
EX-10.2
Exhibit 10.2
Execution Version
TRANSITION SERVICES, SEPARATION, AND GENERALRELEASE AGREEMENT
This Transition Services, Separation, and General Release Agreement (the “Agreement and General Release”) is dated July 28, 2025, by and among URI, Inc. (“URI”), a subsidiary of enCore Energy Corp. (“enCore”) (together with any subsidiaries, affiliates or successors, the “Company”), and Shona Wilson (“Executive”). The foregoing parties are sometimes referred to herein individually as “Party” or collectively as “Parties”.
WHEREAS, the Company employs Executive pursuant to the Employment Agreement, made and entered into as of February 14, 2024, by and between the Company and Executive (the “Employment Agreement”);
WHEREAS, Executive’s employment with the Company terminates effective August 12, 2025 (the “Separation Date”);
WHEREAS, Executive is eligible for certain separation payments and benefits set forth in this Agreement and General Release; and
WHEREAS, the Parties wish to resolve all outstanding claims and disputes between them relating to such employment.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Parties agree as follows:
1. Separation . Executive’s employment with the Company is terminated effective as of the Separation Date, and any and all offices and positions Executive held with the Company, enCore, or any of their subsidiaries and affiliates (each a “Company Entity”; collectively, the “Company Entities”), including her position as enCore’s Chief Financial Officer, terminate effective as of the Separation Date. Executive acknowledges and agrees that her resignation from her position as enCore’s Chief Financial Officer, and all other offices and positions held with any Company Entity, are effective as of the Separation Date, and Executive shall, upon the Company’s request, execute any documents or instruments that the Company may deem necessary or desirable to effectuate such resignations and matters related thereto. Regardless of whether Executive enters into this Agreement and General Release, the Company will pay to Executive: (a) Executive’s base salary accrued and due to Executive through the Separation Date, less applicable withholdings for taxes, and (b) a cash payment for five (5) weeks of unused earned vacation time that has accrued through the Separation Date, less applicable withholdings for taxes.
2. Separation Benefits . Provided that Executive (i) executes this Agreement and General Release, (ii) does not revoke this Agreement and General Release pursuant to Section 12, and (iii) thereafter continues to comply with the Agreement and General Release and other agreements and obligations referenced herein, the Company agrees as follows:
(a) Severance Payments. In consideration for Executive’s promises, covenants and agreements in this Agreement and General Release, the Company will pay to Executive the following, less applicable withholdings for taxes (collectively, the “Severance Payment”): (i) a cash payment equal to $750,000, payable in one lump sum within thirty (30) calendar days following the expiration of the revocation period referenced in Section 12; (ii) up to twelve (12) months’ (the “Armada Period”) continuation of the Company’s ArmadaCare supplemental health benefit, solely if permitted by the carrier and underlying policy documents (“Armada Continuation”); and (iii) to the extent Executive is eligible for and timely elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall provide Executive one hundred percent (100%)
subsidized continuation coverage under COBRA (the “COBRA Subsidy”) on an after-tax basis for up to eighteen (18) months for Executive and her eligible dependents, starting on the first day of the month following the expiration of the revocation period set forth in Section 12 (the “COBRA Period”). Notwithstanding the foregoing, the Company’s obligation to provide (i) Armada Continuation shall end prior to the end of the Armada Period and (ii) the COBRA Subsidy shall end prior to the end of the COBRA Period if (x) Executive becomes eligible for a group health plan with another employer, or (y) Executive revokes this Agreement and General Release.
(b) Subject to Section 4(b), Executive agrees and acknowledges that upon satisfaction of the payments in Section 2 of this Agreement and General Release, the Company Entities shall have fully satisfied all obligations to Executive in respect of Executive’s employment and the termination of such employment, and that such payments and benefits are in full, final and complete settlement of all claims set forth in Section 4^^below that Executive may have, as of the date hereof, against any of the Company Entities and each of their respective past, present and future shareholders, members, owners, directors, officers, employees, agents, divisions, parents, subsidiaries, related companies, affiliates, predecessors, successors and assigns (together, the “Released Parties”).
3. Treatment of Equity Interests . The Parties acknowledge and agree that Executive has previously been granted equity-based incentive awards in the Company comprised of stock options (collectively, “Awards”). Notwithstanding anything in the underlying award agreements to the contrary, all of Executive’s Awards shall accelerate and become immediately exercisable. Any such Awards that have vested and become exercisable as of the Separation Date shall expire on the ninetieth (90th) day following the Separation Date in accordance with the terms of the Company’s 2021 Stock Option Plan, and the grant agreements pursuant to which such Awards were granted, including, without limitation, the applicable payment, settlement, restrictive covenant, forfeiture and transfer restriction provisions, except as otherwise provided herein. To the extent on the Separation Date the exercise price of the Award is below the fair market value of one common share of the Company, the Award shall be treated as if it was automatically amended to permit the exercise of the award through the twelve (12) month anniversary of the Separation Date as if Executive had remained in service through such date, as opposed to the ninetieth (90^th^) day following the Separation Date.
4. General Release of All Claims.
(a) Subject to Section 4(b), in consideration of the separation benefits provided to Executive hereunder, the sufficiency of which Executive hereby acknowledges, and except as provided in Section 5 of this Agreement and General Release or as otherwise prohibited by law, Executive releases the Released Parties, from any and all claims, demands, suits, rights or causes of action, at law or equity or otherwise, including but not limited to, claims, demands, suits, causes or rights of action relating to breach of contract or public policy, wrongful, retaliatory or constructive discharge; all claims, including but not limited to, those arising under Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act of 1990, the Equal Pay Act of 1963, the Americans with Disabilities Act of 1990, as amended, the Worker Adjustment and Retraining Notification Act of 1988, as amended, waivable claims under the Employee Retirement Income Security Act of 1974, as amended (including but not limited to fiduciary claims), waivable claims under the Fair Labor Standards Act, the Family Medical Leave Act, the Texas Labor Code, including the Texas Payday Act, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, the Texas Whistleblower Act, and the Texas and United States Constitutions, and all other local, state or federal laws relating to discrimination, retaliation or employment, or to the denial or termination of benefits of any kind; claims for any other type of discrimination, personal injury, additional compensation or fringe benefits; and any and all rights to or claims for continued employment, attorney’s fees or damages (including contract, compensatory, punitive or liquidated damages), or equitable relief,
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which Executive may ever have had, has now or may ever have had, from the beginning of time through the date on which Executive executes this Agreement and General Release, or which Executive’s heirs, executors or assigns can or shall have, against any or all of them, whether known or unknown, including without limitation all claims on account of or arising out of Executive’s employment with the Company or any Company Entity or Executive’s separation from such employment.
(b) Exclusion for Indemnification. Notwithstanding Section 2(b) and Section 4(a), the Parties acknowledge and agree that nothing in this Agreement and General Release shall waive, release, or discharge any rights to indemnification, advancement, and/or insurance coverage that Executive may have under any Company article, insurance policy, or otherwise.
(c) No Assignment of Claims. Executive represents that Executive has not assigned or transferred, or purported to assign or transfer, to any person or entity, any claim released herein or any portion thereof or interest therein. Executive further represents and warrants that Executive has not filed or initiated any legal, equitable, administrative or any other proceedings against the Company, any Company Entity, or any other person or entity released herein, and that no such proceeding has been filed or initiated on Executive’s behalf.
5. Government Agencies . The Parties agree that nothing in this Agreement and General Release prohibits Executive from filing an administrative charge with any state or federal agency, including the Equal Employment Opportunity Commission. Executive understands and agrees that if Executive files a charge with an administrative agency or one is filed on Executive’s behalf, Executive waives any right to relief of any kind. Notwithstanding any other provision of this Agreement and General Release (as defined herein), Executive understands and agrees that: (a) Executive is not prohibited from reporting information to, or participating in any investigation or proceeding conducted by, the Securities and Exchange Commission (“SEC”) or any other federal, state, or local governmental agency or entity and that Executive need not notify the Company in advance of any such reporting or participation; (b) Executive is not precluded from providing truthful testimony in response to a valid subpoena, court order, or regulatory request; and (c) nothing in this Agreement and General Release limits Executive’s right to receive an award for information provided to the SEC by Executive.
6. Continuing Obligations; Return of Company Property.
(a) Restrictive Covenants; Reaffirmation. In partial consideration of and as an inducement to the Company to enter into this Agreement and General Release, Executive covenants and agrees that if Executive violates the restrictive covenants set forth in Section 7, then, in addition to all other remedies available to the Company, Executive will immediately forfeit any unpaid amounts due pursuant to Section 2 and be required to return all such amounts already paid, other than $5,000, which shall be consideration for the general release of claims set forth in Section 4. Executive acknowledges and agrees that the forfeiture penalty in the previous sentence is in addition to any other penalties or damages that may apply under law or otherwise.
(b) Return of Property. Executive represents, warrants and agrees that Executive will return to the Company, by no later than the Separation Date^^or on such earlier date specified by the Company, all property of the Company and Company Entities in Executive’s possession, including, but not limited to, originals and all copies of the Company’s and the Company Entities’ files, work product, electronic mail, computer equipment, computer software, compact discs, computer storage devices, cell phones, company credit cards, identification cards, manuals, confidential and/or trade secret information, company documents, access cards and company keys. This includes any files or documents related to the Company or any of the Company Entities, including any pertaining to or reflecting confidential information, that Executive may maintain or have stored at Executive’s residence, on Executive’s personal electronic devices, on Executive’s personal email or cloud storage accounts, or elsewhere.
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(c) Erroneously Awarded Compensation. Executive acknowledges and agrees that Executive and compensation previously paid to Executive remains subject to the Company’s Incentive Compensation Recovery Policy.
7. Restrictive Covenants.
(a) Confidentiality. During the course of Executive’s employment with the Company Entities, Executive has had access to Confidential Information. For purposes of this Agreement and General Release, “Confidential Information” means all data, information, ideas, concepts, discoveries, trade secrets, inventions (whether or not patentable or reduced to practice), innovations, improvements, know-how, developments, techniques, methods, processes, treatments, drawings, sketches, specifications, designs, plans, patterns, models, plans and strategies, and all other confidential or proprietary information or trade secrets in any form or medium, whether now or hereafter existing, relating to or arising from the past, current or potential business, activities and/or operations of the Company Entities, including, without limitation, any such information relating to or concerning finances, sales, marketing, advertising, transition, promotions, pricing, personnel, customers, suppliers, vendors, raw materials, partners and/or competitors. Executive agrees that Executive shall not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, at any time from and after the Separation Date, any Confidential Information or other confidential or proprietary information received from third parties subject to a duty on the part of the Company or any of the Company Entities to maintain the confidentiality of such information. The foregoing shall not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public subsequent to disclosure to Executive through no wrongful act of Executive or any representative of Executive or (iii) Executive is required to disclose by applicable law, regulation or legal process (provided that, to the extent allowed by applicable law Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at the Company’s expense in seeking a protective order or other appropriate protection of such information). Notwithstanding the foregoing, any confidentiality, non-disclosure or non-disparagement provision in this Agreement and General Release does not prohibit or restrict Executive (or Executive’s attorney) from responding to any inquiry about this Agreement and General Release or its underlying facts and circumstances by the Securities and Exchange Commission, the Financial Industry Regulatory Authority, any other self-regulatory organization or governmental entity, or making other disclosures that are protected under the whistleblower provisions of federal or state law or regulation (the “Protected Rights”). Executive understands and acknowledges that Executive does not need the prior authorization of the Company to make any such reports or disclosures under the Protected Rights and that Executive is not required to notify the Company that Executive has made such reports or disclosures under the Protected Rights. In addition, Executive has the right to disclose in confidence trade secrets to federal, state and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law, and to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure. Without prior authorization of the Company’s General Counsel, however, the Company does not authorize Executive to disclose to any third party (including any government official, governmental agencies, or any attorney Executive may retain) any communications that are covered by the Company’s attorney-client privilege.
(b) Non-disparagement. Executive agrees that Executive will not make any voluntary statements, written, oral, or electronic (including any social media forum whether expressly or anonymously), or cause or encourage others to make any such statements that defame or in any way disparage the personal and/or business reputations, products, practices or conduct of the Company, any of the Company or any of the Released Parties at any time, now or in the future. Nothing contained in this
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paragraph, in any way, restricts or impedes Executive from exercising Executive’s rights under Section 7 of the National Labor Relations Act, from testifying truthfully in any legal proceeding, including, but not limited to responding to any inquiries made by the Equal Employment Opportunity Commission or any government agency. Executive understands that the covenant of non-disparagement contained in this Agreement and General Release is a material inducement for the Company in making this Agreement and General Release and that, for the breach thereof, will be considered a material breach of this Agreement and General Release.
(c) Non-solicitation. Executive agrees that for a period of thirty-six (36) months from and after the Separation Date, Executive will not, either individually or in partnership or jointly with any other person, entity, or organization, as principal, agent, consultant, contractor, employer, employee directly or indirectly: (i) solicit business from any customer, client or business relation of the Company Entities, or prospective customer, client or business relation that the Company Entities were actively soliciting, whether or not Executive had direct contact with such customer, client or business relation, for the benefit or on behalf of any Competing Business (as defined herein), or attempt to direct any such customer, client or business relation away from the Company Entities or to discontinue or alter any one or more of their relationships with the Company Entities; or (ii) hire or offer to hire or entice away or in any other manner persuade or attempt to persuade any officer, employee, consultant, independent contractor, agent, licensee, supplier, or business relation of the Company Entities to discontinue or alter any one of their relationships with the Company Entities. “Competing Business” means Boss Energy, Energy Fuels Inc., Peninsula Energy Limited, Centrus Energy Corp., IsoEnergy, Ltd., Uranium Energy Corp., Denison Mines Corp., Paladin Energy Limited, Ur-Energy Inc. (collectively, the “Competitive Businesses”) and (i) any entity directly or indirectly controlling, controlled by, or under common control with any of the foregoing; and (ii) any successor to all or part of the business of any of the foregoing as a result of a merger, reorganization, consolidation, spin-off, split-up, acquisition, divestiture, or similar transaction, or as a result of a name change.
(d) Non-competition. Executive agrees that for a period of twenty-four (24) months from and after the Separation Date, Executive will not, anywhere in North America, directly or indirectly engage in any Competitive Activity (as defined herein) for a Competing Business s; provided that, nothing herein shall prevent Executive from becoming a passive owner of not more than two percent (2.0%) of the outstanding stock of any class of an entity which is publicly traded, so long as Executive has no active participation or involvement in the business of such entity, or continuing to serve on the board of directors of any entity to which Executive is currently appointed. “Competitive Activity” means: becoming employed by, associated with, or providing services to a Competing Business in any capacity (including as a principal, agent, consultant or contractor) (i) that is similar to the capacity Executive was in, where Executive provides services that are similar to the services Executive provided, or with responsibilities that are similar to the responsibilities Executive had, in each case, when Executive was employed by the Company; (ii) in which Executive is reasonably expected to have material responsibilities relating to strategic direction, planning or operations; or (iii) in which there is a reasonable likelihood that Executive may use or rely upon any Company Entity’s Confidential Information.
8. Cooperation; Transition Services.
(a) Executive agrees to be reasonably available to the Company to respond to reasonable requests for information pertaining to or relating to the Company and/or the Company Entities or any of their agents, officers, directors or employees which may be within the knowledge of Executive. Executive will cooperate fully with the Company in connection with any and all existing or future depositions and/or litigations or investigations brought by or against the Company or any of the Company Entities or any of their agents, officers, directors, or employees, whether administrative, civil or criminal in nature, in which and to the extent the Company deem Executive’s cooperation necessary. In the event that
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Executive is subpoenaed in connection with any litigation or investigation involving the Company or any of the Company Entities, Executive will immediately notify the Company, and shall give the Company an opportunity to respond to such notice before taking any action or making any decision in connection with such subpoena. The Company will reimburse Executive for reasonable out-of-pocket expenses incurred as a result of such cooperation.
(b) Executive shall provide services necessary to an orderly and successful transition and resolution of the engagement and non-engagement matters as described on Exhibit A to this Agreement and General Release (the “Transition Services”) from the Separation Date through the one (1) month anniversary thereof (the “Transition Period”).
9. Mandatory Binding Arbitration.
(a) Mandatory Arbitration of All Disputes. This Section 9 (hereinafter the “Arbitration Agreement”) shall be governed by and interpreted in accordance with the Federal Arbitration Act. The Parties agree that they will use reasonable efforts to amicably resolve any controversy, claim, or dispute. Any controversy, claim, or dispute that cannot be so resolved shall be settled exclusively by final and binding individual arbitration in Dallas, Texas or another agreed-upon location. The arbitration shall be held under the auspices of JAMS, in accordance with JAMS Employment Arbitration Rules and Procedures then in effect (the “JAMS Employment Rules”), except to the extent such rules are inconsistent with this Agreement and General Release, and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. The Parties agree that JAMS shall be the exclusive provider for all arbitrations, and the Parties agree not to file, institute, or maintain any arbitration other than with JAMS. Copies of the applicable rules and procedures may currently be found at www.jamsadr.com. Unless otherwise agreed by the Parties, the arbitration will be submitted to a single arbitrator selected in accordance with the JAMS Employment Rules. The Company shall pay all costs that are unique to arbitration, including the costs of JAMS and the arbitrator. Each Party shall pay its own attorneys’ fees and other costs that are not unique to the arbitration (i.e., costs that each Party would incur if the claim were litigated in a court), except that the arbitrator may award all or a portion of attorneys’ fees and other costs that are not unique to the arbitration to a Party that prevails in such arbitration if it determines such award to be equitable in the circumstances. The arbitrator(s) shall have the same authority to award remedies and damages as a judge and/or jury under state or federal law.
(b) Covered Disputes. This Arbitration Agreement applies to all Covered Disputes. “Covered Disputes” means the following disputes, whether they arise or are asserted during or after the separation of Executive’s employment with the Company: (i) all disputes and claims of any nature that Executive may have against the Company Entities and the Released Parties, including any and all statutory, contractual, and common-law claims, whether in law, in equity, or both, including, without limitation, all claims arising out of or relating to Executive’s employment with the Company; (ii) all disputes and claims of any nature that the Company Entities may have against Executive; and (iii) all disputes concerning the validity, enforceability, or applicability of the Arbitration Agreement to any particular dispute or claim. “Covered Disputes” does not include, and the Arbitration Agreement does not apply to: (w) claims seeking unemployment insurance benefits, state disability insurance benefits, or workers’ compensation benefits, except that claims for retaliation pursuant to these laws shall be subject to arbitration under the Arbitration Agreement; (x) claims for benefits under the Employee Retirement Income Security Act of 1974, as amended, which must be resolved in accordance with the terms and procedures set forth in the applicable plan documents; (y) Sarbanes-Oxley Act or Dodd-Frank Act whistleblower retaliation claims that cannot be arbitrated as a matter of law; or (z) any other claims that are not permitted to be subject to a pre-dispute arbitration agreement under federal law.
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(c) Limited Court Actions. Notwithstanding this Arbitration Agreement, the Company Entities may seek in any court of competent jurisdiction any injunctive relief (including, without limitation, temporary, preliminary, and permanent injunctive relief) necessary in order to maintain (or restore) the status quo and/or to prevent the possibility of irreversible or irreparable harm before, during, or after the pendency of any arbitration. Either Party may bring an action in any court of competent jurisdiction to compel arbitration under this Arbitration Agreement and to enforce an arbitration award. In any court action permitted by this Arbitration Agreement, Executive irrevocably and unconditionally (i) submits to the jurisdiction of the state and federal courts located in Dallas, Texas, and (ii) waives (x) any objection to the laying of venue in such courts, and (y) any claim that such courts constitute an inconvenient forum.
(d) Waiver of Class, Collective, and Representative Actions. The Parties waive any right or authority to have any Covered Disputes heard as a class, collective, or representative action. The Parties must bring any Covered Dispute in an individual capacity, and not as a plaintiff, “opt-in,” or class member in any purported class, collective, or representative proceeding. If, without the Parties’ prior knowledge or consent, a Party is made a member of a class in any proceeding, such Party agrees to opt out of the class at the first opportunity. The arbitrator may not join or adjudicate the claims or interests of any other person or Executive in the arbitration proceeding, nor may the arbitrator otherwise order any consolidation of actions or arbitrations or any class, collective, or representative arbitration.
(e) Confidentiality of Proceedings. The resolution of the Parties’ Covered Disputes likely would involve information that each considers to be sensitive, personal, confidential, and/or proprietary, and it is in each Party’s interests to resolve the Covered Disputes in a nonpublic forum. Accordingly, to the maximum extent permitted by law, the Parties agree that all information regarding the Covered Dispute or arbitration proceedings, including the arbitration award, will not be disclosed by Executive, the Company Entities, any arbitrator, or JAMS to any third party without the written consent of both Parties, except to the extent otherwise provided by applicable law or as necessary to comply with a subpoena, court order, or other legal requirement, to prosecute or to defend a claim, to enforce an arbitration award, or to meet a reasonable business need of the Company.
10. Miscellaneous.
(a) Successors. This Agreement and General Release shall be binding upon, enforceable by and inure to the benefit of Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devises and legatees, and the Company and any successor(s) and/or assign(s) of the Company.
(b) Severability. If any provision of this Agreement and General Release shall be found invalid or unenforceable, in whole or in part, then such provision shall be deemed to be modified or restricted to the extent necessary to render the same valid and enforceable, or shall be deemed excised from this Agreement and General Release, as the case may require, and this Agreement and General Release shall be construed and enforced to the maximum extent permitted by law, as if such provision had been originally incorporated herein as so modified or restricted, or as if such provision had not been originally incorporated herein, as the case may be.
(c) No Admission of Wrongdoing. Notwithstanding anything in this Agreement and General Release to the contrary, the Parties understand and agree that this Agreement and General Release does not and shall not constitute any admission by any Party or any of the Company Entities of any fact or conclusion of law.
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(d) Governing Law. The construction, validity and interpretation of this Agreement and General Release shall be governed by and construed in accordance with the internal laws of the State of Texas, without giving effect to any choice of law or other conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Texas.
(e) Amendment. No amendment or modification to this Agreement and General Release shall be effective unless it is made in writing and signed by the Parties hereto.
(f) Waiver. No claim or right arising out of a breach or default under this Agreement and General Release can be discharged by a waiver of that claim or right unless the waiver is in writing signed by the Party hereto to be bound by such waiver. A waiver by either Party hereto of a breach or default by the other Party of any provision of this Agreement and General Release shall not be deemed a waiver of future compliance therewith and such provision shall remain in full force and effect.
(g) Counterpart Execution. This Agreement and General Release may be executed in multiple counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Further, the Parties stipulate that a signature to this Agreement and General Release produced by facsimile or other electronic transmission is valid and is as effective as an original signature.
(h) Code Section 409A.
(i) This Agreement and General Release, and the Severance Payments paid in connection with it, are intended to be exempt from or otherwise comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”), including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered, construed and interpreted in accordance with such intent. Any Severance Payments that fail to qualify for the exemptions under Code Section 409A shall be paid or provided in accordance with the requirements of Code Section 409A. Notwithstanding the foregoing, the Company Entities cannot guarantee that the Severance Payments provided under this Agreement and General Release will satisfy all applicable provisions of Code Section 409A and the Executive shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or for the account of the Executive in connection with this Agreement and General Release (including any taxes and penalties under Code Section 409A), and neither the Company Entities nor any of its subsidiaries or affiliates shall have any obligation to indemnify or otherwise hold the Executive (or any beneficiary) harmless from any or all of such taxes or penalties.
(ii) Each payment under this Agreement and General Release is intended to be treated as one of a series of separate payments for purposes of Code Section 409A. To the extent any reimbursements or in-kind benefit payments under the Agreement and General Release are subject to Code Section 409A, such reimbursements and in-kind benefit payments will be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) (or any similar or successor provisions).
(iii) Notwithstanding anything in the Agreement and General Release to the contrary, to the extent the Executive is considered a “specified employee” (as defined in Code Section 409A) and would be entitled to a payment during the six-month period beginning on the Executive’s separation from service (as defined in Code Section 409A) that is not otherwise excluded under Code Section 409A under the exception for short-term deferrals, separation pay arrangements, reimbursements, in-kind distributions, or any otherwise applicable exemption, the payment will not be made to the Executive until the earlier of the six-month anniversary of the Executive’s separation from service or the Executive’s death and will be accumulated and paid on the first day of the seventh month following Executive’s separation from service.
(iv) The parties may amend the Agreement and General Release to the minimum extent necessary to satisfy the applicable provisions of Code Section 409A.
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11. Entire Agreement . Subject to Section 4(b), any existing written or oral agreement of any kind between Executive and the Company is fully superseded by this Agreement and General Release (except for the Restrictive Covenants and other provisions of the Employment Agreement that survive the termination of the Employment Agreement and Executive’s termination, by the terms of such Employment Agreement) and is null and void. Executive warrants that no promise, inducement or representation has been offered, made or relied upon by Executive except as expressly set forth herein, and that the consideration stated herein is the sole consideration for this Agreement and General Release. This Agreement and General Release constitute the entire agreement between Executive, on the one hand, and the Company, on the other, and state fully all agreements, understandings, promises and commitments between them.
12. Consideration ofAgreement; Revocation.
(a) Executive represents and warrants that Executive (i) has read this entire Agreement and General Release; (ii) has been provided at least twenty-one (21) days to consider it; (iii) has been advised to consult with an attorney of Executive’s choice with regard to this Agreement and General Release; (iv) understands fully the significance of this Agreement and General Release and its terms; and (v) is signing of Executive’s own free will with the intent of being bound by each and every provision of this Agreement and General Release. Executive acknowledges that if Executive signs this Agreement and General Release prior to the expiration of twenty-one (21) days, Executive has done so voluntarily and knowingly. Executive agrees that any modification to this Agreement and General Release, material or otherwise, does not restart, extend or affect in any way the original twenty-one (21) day consideration period.
(b) Executive **** has seven (7) calendar days from the date Executive **** executes this Agreement and General Release in which to revoke it. This Agreement and General Release will not be effective or enforceable nor the amounts set forth in Section 2 paid unless the seven (7) day revocation period ends without revocation by Executive. Revocation can be made by delivery and receipt of a written notice of revocation to Robert Willette at rwillette@encoreuranium.com, by midnight on or before the seventh (7th) calendar day after Executive signs this Agreement and General Release.
[Signature page follows]
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement and General Release as of the day and year first written above.
| EXECUTIVE | COMPANY | |
|---|---|---|
| URI, Inc. | ||
| /s/ Shona Wilson | By: | /s/ Robert Willette |
| Shona Wilson | Its: | Acting CEO and CLO |
[Signature page toSeparation and General Release Agreement]
EXHIBIT A
Transition Services
During the Transition Period, Executive shall provide services necessary to an orderly and successful transition and resolution of the below-identified Engagement Matters and Non-Engagement Matters in accordance with specification provided by the Company:
The “Engagement Matters”
- Transition Services on engagement matters reasonably requested by the Company or agreed by the Parties.
The “Non-Engagement Matters”
Transition of Executive’s role as Chief Financial Officer;
Transition Services on other non-engagement matters reasonably requested by the Company or agreed by the Parties.
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EX-99.1
Exhibit 99.1
NEWS RELEASE
NASDAQ:EU
TSXV:EU
July 28, 2025
www.encoreuranium.com
enCore Energy Announces Continued Positive Uranium Extraction Rates; Promotes Mr. Dain McCoig to Chief Operating Officer
July 28, 2025 – Dallas, Texas – enCore Energy Corp. (NASDAQ:EU | TSXV:EU) (the “Company” or “enCore”), America’s Clean Energy Company^TM^, today announced the promotion of Mr. Dain McCoig from Senior Vice-President to Chief Operating Officer. Mr. McCoig has proven to be an outstanding leader having led the team in orchestration and implementation of the Company’s dramatic increase in production at the Atla Mesa In-Situ Recovery (“ISR”) Uranium Central Processing Plant (“CPP”) since early March 2025. The Company has substantially increased the number of drill rigs turning in South Texas while significantly shortening the installation time for new injection and extraction wells at Wellfield 7. These team efforts have resulted in more than a doubling of uranium extraction rates since he took over leadership of the operations team.
The Company is pleased to report the following operational updates from the Alta Mesa Project:
| • | 2025 Uranium Extraction Rates (lbs U3O8) |
|---|---|
| June | 80,346 |
| --- | --- |
| May | 65,188 |
| April | 58,263 |
| March | 67,817 |
| February | 30,352 |
| January | 15,647 |
| • | Q2/25 Output: 203,797 lbs of uranium (U3O8) extracted at Alta Mesa in Q2up from 113,816 pounds extracted in Q1; |
| --- | --- |
| • | Q2/25 Wellfield development continues to expand at an accelerated rate with 75 new wells (35 extraction and 40<br>injection) installed in Wellfield 7 during the quarter; |
| --- | --- |
| • | 25 drill rigs are now active in South Texas with expected increases to 30 rigs during August 2025;<br> |
| --- | --- |
| • | Continued upgrading of the electrical system controlling wellfield operation, resulting in fewer and shorter<br>operational interruptions; |
| --- | --- |
| • | Continued advancement of drilling in advance of wellfield installations in Wellfield 7; |
| --- | --- |
| • | Delineation and monitor well drilling for application of permit amendment for Wellfield 3 extension.<br> |
| --- | --- |
William M. Sheriff stated: “This is a well-earned and exciting advancement for Dain, who has been instrumental in leading and transforming our operations and expanding our uranium extraction rates. His steady leadership, deep technical expertise, and relentless focus on safety, efficiency, and execution have been essential to enCore’s success and growth. From building out our operational capabilities at Rosita and Alta Mesa, to driving innovation, Dain has consistently demonstrated the vision and discipline that define great leadership. His ability to align field performance with corporate strategy has been critical as we’ve scaled our operations and positioned ourselves as a leading U.S. ISR uranium extraction company.”
Dain McCoig Chief Operating Officer ****
Mr. McCoig is a seasoned engineering and operations leader with over 18 years of experience in mining, mineral processing, and facility development. As Director of Operations at enCore Energy Corporation, he supported uranium recovery operations across engineering, geology, and regulatory functions—driving performance, cost-efficiency, and providing technical excellence. Serving as Senior Vice President since March 2025, Mr. McCoig demonstrated superior ability to lead the team to effectively and efficiently increase uranium extraction rates at the South Texas operations while expanding his role to oversee project development activities throughout the organization.
Previously, Mr. McCoig served as Vice President of Operations at Alabama Graphite Products, where he led the engineering, construction, and team development for a $200M battery-grade graphite facility. Prior to this, he held several leadership roles at URI, Inc., managing uranium production, site restoration, and early-stage project planning, while coordinating with regulators, landowners, and stakeholders.
A licensed Professional Engineer in Texas and Alabama, Dain holds a B.S. in Engineering from the Colorado School of Mines and is pursuing his MBA at Auburn University. He is actively involved in industry groups including SME and various mining associations.
About the Alta Mesa ISR Uranium CPP and Wellfield (“Alta Mesa Uranium Project”)
The Alta Mesa Uranium Project hosts a fully licensed and constructed ISR Central Processing Plant and operational wellfield located on 200,000+ acres of private land and mineral rights in and regulated by the state of Texas. Total operating capacity at the Alta Mesa CPP is 1.5 million pounds. uranium per year with additional drying capacity of 0.5 million pounds. The Alta Mesa Uranium Project operates under a 70/30 joint venture with Boss Energy Limited (ASX: BOE; OTCQX: BQSSF) that is managed by the Company.
The Alta Mesa CPP historically produced nearly 5 million pounds. of uranium between 2005 and 2013 when production was curtailed as a result of low prices. The Alta Mesa Uranium Project utilizes well known ISR technology to extract uranium in a non-invasive process using natural groundwater and oxygen. Currently, oxygenated water is being circulated in the wellfield through injection or extraction wells plumbed directly into the primary pipelines feeding the Alta Mesa CPP. Expansion of the wellfield will continue, with extraction to steadily increase from the wellfield as expansion continues through 2025 and beyond.
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The Company also announces that Ms. Shona Wilson, Chief Financial Officer, will be leaving the organization following the filing of the 10Q in August. Ms. Wilson has been a dedicated and valued member of our team, and we are grateful for the contributions she has made during her time at enCore. With expanding operations at the Company, enCore has been conducting an active search for the Chief Financial Officer position with an emphasis on commodity production, U.S. public company operations and deep experience in SOX compliance. enCore has narrowed the search to a small list of highly qualified individuals and expects to announce the successful candidate in the coming weeks.
John M. Seeley, Ph.D., P.G., C.P.G., enCore’s Chief Geologist, and a Qualified Person under NI 43-101 and Regulation S-K subpart 1300 of the Exchange Act of 1933 as amended, has reviewed and approved the technical disclosure in this news release on behalf of the Company.
About enCore Energy Corp.
enCore Energy Corp., America’s Clean Energy Company^™^, is committed to providing clean, reliable, and affordable fuel for nuclear energy as the only United States uranium company with multiple Central Processing Plants in operation. The enCore team is led by industry experts with extensive knowledge and experience in all aspects of ISR uranium operations and the nuclear fuel cycle. enCore solely utilizes ISR for uranium extraction, a well-known and proven technology co-developed by the leaders at enCore.
Following upon enCore’s demonstrated success in South Texas, future projects in enCore’s planned project pipeline include the Dewey-Burdock project in South Dakota and the Gas Hills project in Wyoming. The Company holds other assets including non-core assets and proprietary databases. enCore is committed to working with local communities and indigenous governments to create positive impact from corporate developments.
Contact:
William M. Sheriff
Executive Chairman
972-333-2214
info@encoreuranium.com
www.encoreuranium.com
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Cautionary Note Regarding Forward Looking Statements:
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) acceptsresponsibility for the adequacy or accuracy of this release.
This press release contains “forward-looking statements” within the meaningof the Private Securities Litigation Reform Act of 1995 and Canadian securities laws that are based on management’s current expectations, assumptions and beliefs. Forward-looking statements can often be identified by such words as“will”, “expects”, “plans”, “believes”, “intends”, “estimates”, “projects”, “continue”, “potential”, and similar expressions or variations (including negativevariations) of such words and phrases, or statements that certain actions, events or results “may”, “could”, or “will” be taken.
Forward-looking statements and information that are not statements of historical fact include, but are not limited to, any statements regarding futureexpectations, beliefs, goals or prospects, statements regarding the preliminary second quarter results and intent to engage a national law firm. All such forward-looking statements are not guarantees of future results and forward-looking statementsare subject to important risk factors and uncertainties, many of which are beyond the Company’s ability to control or predict, that could cause actual results to differ materially from those expressed in any forward-looking statement. A numberof important factors could cause actual results or events to differ materially from those indicated or implied by such forward-looking statements, including, exploration and development risks, changes in commodity prices, access to skilledpersonnel, the results of exploration and development activities; extraction risks; uninsured risks; regulatory risks; defects in title; the availability of materials and equipment, timeliness of government approvals and unanticipated environmentalimpacts on operations; litigation risks; risks posed by the economic and political environments in which the Company operates and intends to operate; increased competition; assumptions regarding market trends and the expected demand and desires forthe Company’s products and proposed products; reliance on industry equipment manufacturers, suppliers and others; the failure to adequately protect intellectual property; the failure to adequately manage future growth; adverse marketconditions, the failure to satisfy ongoing regulatory requirements and factors relating to forward looking statements listed above which include risks as disclosed in the Company’s filings on SEDAR+ and with the Securities and ExchangeCommission, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, management discussion and analysis and annual information form. Should one or moreof these risks materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. TheCompany assumes no obligation to update the information in this communication, except as required by law. Additional information identifying risks and uncertainties is contained in filings by the Company with the respective securities commissionswhich are available online at www.sec.gov and www.sedarplus.ca.
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Forward-looking statements are provided for the purpose of providing information about the currentexpectations, beliefs and plans of management. Such statements may not be appropriate for other purposes and readers should not place undue reliance on these forward-looking statements, that speak only as of the date hereof, as there can be noassurance that the plans, intentions or expectations upon which they are based will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materiallyfrom those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement.
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