enCore Energy Corp 6-K, filed Feb 10, 2023

enCore Energy Corp. (EU)

6-K 2023-02-10 For: 2023-02-09

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Added on April 12, 2026

About this 6-K

enCore Energy Corp filed this 6-K on February 10, 2023.

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Exhibit		Description
99.1		News Release dated February 8, 2023
99.2		Material Change Report dated February 8, 2023
99.3		Warrant Indenture dated February 8, 2023

	enCore Energy Corp.
	(Registrant)

Date: February 9, 2023	By:	/s/ Carrie Mierkey
	Name:	Carrie Mierkey
	Title:	Chief Financial Officer

1.	NAME AND ADDRESS OF COMPANY enCore Energy Corp. 101 N. Shoreline Blvd, Suite 450 Corpus Christi, TX 78401

2.	DATE OF MATERIAL CHANGE February 8, 2023

3.	NEWS RELEASE News release dated February 8, 2023 was disseminated through the facilities of Cision.

4.	SUMMARY OF MATERIAL CHANGE enCore Energy Corp. closes C$34.5 Million Public Offering

5.	FULL DESCRIPTION OF MATERIAL CHANGE enCore Energy Corp. (“enCore” or the “Company”) (NYSE American: EU; TSXV: EU) announced that it has closed its previously announced public offering (the “Offering”) of units (the “Units”) of the Company. Pursuant to the Offering, the Company issued a total of 10,615,650 Units at a price of C$3.25 per Unit for aggregate gross proceeds of C$34,500,862.50, including the full exercise of the over-allotment option granted to the Underwriters (as defined herein) under the Offering. The Offering was conducted through a syndicate of underwriters led by Canaccord Genuity, as lead underwriter and sole bookrunner, and including Cantor Fitzgerald Canada Corporation and Haywood Securities Inc. (collectively, the “Underwriters”) pursuant to an underwriting agreement dated January 25, 2023 entered into among the Company and the Underwriters. Each Unit consists of one common share in the capital of the Company (each a “Unit Share”) and one-half of one common share purchase warrant (each a “Warrant”). Each Warrant entitles the holder thereof to purchase one common share of the Company (a “Warrant Share”) at a price of C$4.05 per Warrant Share for a period of 36 months following the closing of the Offering. The Company intends to use a portion of the net proceeds from the Offering to fund amounts required to be paid to complete the Company’s previously announced pending acquisition of the Alta Mesa ISR uranium project (the “Alta Mesa Acquisition”) and to maintain and advance the Company’s material properties, acquire properties, plant upgrades, drilling, maintenance and refurbishment, community outreach and communications, licensing and permitting, and for general corporate and working capital purposes, all in the manner as set forth in the short form prospectus of the Company dated February 3, 2023 and filed in connection with the Offering (the “Prospectus”). The Offering remains subject to the final approval of the TSX Venture Exchange. The Prospectus has been filed with the securities commissions or similar securities regulatory authorities in each of the provinces of Canada except Québec. A registration statement on Form F-10 (including such Prospectus) (the “Registration Statement”) has also been filed with the U.S. Securities and Exchange Commission (the “SEC”) for the Offering. The Prospectus and the Registration Statement contain important detailed information relating to the Company and the Offering. Investors should read the Prospectus and the Registration Statement and other documents the Company has filed with the SEC for more complete information about the Company and the Offering. A copy of these documents is available on the SEC website at www.sec.gov and on SEDAR at www.sedar.com. Copies may also be obtained in Canada from Canaccord Genuity Corp., 40 Temperance Street, Suite 2100, Toronto, ON M5H 0B4 and in the United States from Canaccord Genuity LLC, 99 High Street, Suite 1200, Boston, Massachusetts 02110, Attn: Syndicate Department, by telephone at (617) 371-3900, or by email at prospectus@canaccordgenuity.com.

6.	Reliance on subsection 7.1(2) of National Instrument 51-102 Not applicable.

7.	OMITTED INFORMATION Not applicable.

8.	EXECUTIVE OFFICER William M. Sheriff, Executive Chairman Telephone: 972-333-2214

9.	DATE OF REPORT February 8, 2023

		Page No.
Article 1
INTERPRETATION

Section 1.1	Definitions	2
Section 1.2	Gender and Number	6
Section 1.3	Headings, Etc	6
Section 1.4	Day not a Business Day	6
Section 1.5	Time of the Essence	6
Section 1.6	Monetary References	6
Section 1.7	Applicable Law	6

Article 2
ISSUE OF WARRANTS

Section 2.1	Creation and Issue of Warrants	7
Section 2.2	Terms of Warrants	7
Section 2.3	Warrantholder not a Shareholder	7
Section 2.4	Warrants to Rank Pari Passu	8
Section 2.5	Form of Warrants, Warrant Certificates	8
Section 2.6	CDS Warrants	8
Section 2.7	Authentication	10
Section 2.8	Intentionally Omitted	11
Section 2.9	Register of Warrants	11
Section 2.10	Issue in Substitution for Warrant Certificates Lost, etc	12
Section 2.11	Exchange of Warrant Certificates	13
Section 2.12	Transfer and Ownership of Warrants	13
Section 2.13	Cancellation of Surrendered Warrants	14

Article 3
EXERCISE OF WARRANTS

Section 3.1	Right of Exercise	14
Section 3.2	Warrant Exercise	14
Section 3.3	Cashless Exercise	16
Section 3.4	Transfer Fees and Taxes	17
Section 3.5	Warrant Agency	17
Section 3.6	Effect of Exercise of Warrant Certificates	17
Section 3.7	Partial Exercise of Warrants; Fractions	18
Section 3.8	Expiration of Warrants	18
Section 3.9	Accounting and Recording	18
Section 3.10	Securities Restrictions	19
Section 3.11	U.S. Securities Law Matters	19

Article 4
ADJUSTMENT OF NUMBER OF Warrant SHARES
AND EXERCISE PRICE

Section 4.1	Adjustment of Number of Warrant Shares and Exercise Price	20
Section 4.2	Entitlement to Warrant Shares on Exercise of Warrant	24
Section 4.3	No Adjustment for Certain Transactions	24
Section 4.4	Determination by Independent Firm	25

		Page No.

Section 4.5	Proceedings Prior to any Action Requiring Adjustment	25
Section 4.6	Certificate of Adjustment	25
Section 4.7	Notice of Special Matters	25
Section 4.8	No Action after Notice	25
Section 4.9	Other Action	26
Section 4.10	Protection of Warrant Agent	26
Section 4.11	Participation by Warrantholder	26

Article 5
RIGHTS OF THE CORPORATION AND COVENANTS

Section 5.1	Optional Purchases by the Corporation	27
Section 5.2	General Covenants	27
Section 5.3	Warrant Agent’s Remuneration and Expenses	28
Section 5.4	Performance of Covenants by Warrant Agent	28
Section 5.5	Enforceability of Warrants	29

Article 6
ENFORCEMENT

Section 6.1	Suits by Registered Warrantholders	29
Section 6.2	Suits by the Corporation	29
Section 6.3	Immunity of Shareholders, etc	29
Section 6.4	Waiver of Default	29

Article 7
MEETINGS OF REGISTERED WARRANTHOLDERS

Section 7.1	Right to Convene Meetings	30
Section 7.2	Notice	30
Section 7.3	Chairperson	30
Section 7.4	Quorum	31
Section 7.5	Power to Adjourn	31
Section 7.6	Show of Hands	31
Section 7.7	Poll and Voting	31
Section 7.8	Regulations	31
Section 7.9	Corporation and Warrant Agent May be Represented	32
Section 7.10	Powers Exercisable by Extraordinary Resolution	32
Section 7.11	Meaning of Extraordinary Resolution	33
Section 7.12	Powers Cumulative	34
Section 7.13	Minutes	34
Section 7.14	Instruments in Writing	34
Section 7.15	Binding Effect of Resolutions	34
Section 7.16	Holdings by Corporation Disregarded	34

Article 8
SUPPLEMENTAL INDENTURES

Section 8.1	Provision for Supplemental Indentures for Certain Purposes	35
Section 8.2	Successor Entities	36

		Page No.

Article 9
CONCERNING THE WARRANT Agent

Section 9.1	Warrant Indenture Legislation	36
Section 9.2	Rights and Duties of Warrant Agent	36
Section 9.3	Evidence, Experts and Advisers	37
Section 9.4	Documents, Monies, etc. Held by Warrant Agent	38
Section 9.5	Actions by Warrant Agent to Protect Interest	38
Section 9.6	Warrant Agent Not Required to Give Security	38
Section 9.7	Protection of Warrant Agent	39
Section 9.8	Replacement of Warrant Agent; Successor by Merger	40
Section 9.9	Acceptance of Agency	41
Section 9.10	Warrant Agent Not to be Appointed Receiver	41
Section 9.11	Warrant Agent Not Required to Give Notice of Default	41
Section 9.12	Anti-Money Laundering	41
Section 9.13	Compliance with Privacy Code	42
Section 9.14	Securities Exchange Commission Certification	42

Article 10
GENERAL

Section 10.1	Notice to the Corporation and the Warrant Agent	43
Section 10.2	Notice to Registered Warrantholders	44
Section 10.3	Ownership of Warrants	44
Section 10.4	Counterparts	44
Section 10.5	Satisfaction and Discharge of Indenture	45
Section 10.6	Provisions of Indenture and Warrants for the Sole Benefit of Parties and Registered Warrantholders	45
Section 10.7	Common Shares or Warrants Owned by the Corporation or its Subsidiaries - Certificate to be Provided	45
Section 10.8	Severability	46
Section 10.9	Force Majeure	46
Section 10.10	Assignment, Successors and Assigns	46
Section 10.11	Rights of Rescission and Withdrawal for Holders	46

ENCORE ENERGY CORP.

By:	“W. Paul Goranson”
	Name:	W. Paul Goranson
	Title:	Chief Executive Officer

COMPUTERSHARE TRUST COMPANY OF CANADA

By:	“Ruibo Ni”
	Name:	Ruibo Ni
	Title:	Corporate Trust Officer

By:	“Winny Lee”
	Name:	Winny Lee
	Title:	Professional Corporate Trust

Countersigned and Registered by:	COMPUTERSHARE TRUST COMPANY OF CANADA

	By:
		Name:
		Title:

SPACE FOR GUARANTEES OF	)
SIGNATURES (BELOW)	)
	)	Signature of Transferor
	)
	)
Guarantor’s Signature/Stamp	)	Name of Transferor
	)

Name(s) in Full and Social Insurance Number(s) (if applicable)	Address(es)	Number of Common Shares

	)
	)
Witness	)	(Signature of Warrantholder, to be the same as
	)	appears on the face of this Warrant Certificate)
	)
	)	Name of Registered Warrantholder
	)