Form S-8 - Securities to be offered to employees in employee benefit plans

As filed with the Securities and Exchange Commission on July 7, 2023

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

 

enCore Energy Corp.

(Exact name of registrant as specified in its charter)

 

British Columbia, Canada		N/A
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)
101 N. Shoreline Blvd. Suite 450 Corpus Christi, TX 78401 [phone]		78401
(Address of Principal Executive Offices)		(Zip Code)

 

 

 

enCore Energy Corp. Stock Option Plan

(Full title of the plan)

 

 

 

Cogency Global Inc.
122 E. 42^nd Street, 18^th Floor
New York, New York 10168
[phone]

 

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

With copies to:

 

Gregory Zerzan enCore Energy Corp. 101 N. Shoreline Blvd. Suite 450 Corpus Christi, TX 78401 [phone]

Scott H. Kimpel Hunton Andrews Kurth LLP 2200 Pennsylvania Ave. NW Washington, DC 20037 [phone]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☐
	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 7(a)(2)(B) of the Securities Act. ☐

 

 

 

 

 

 

EXPLANATORY NOTE

 

This registration statement on Form S-8 (this “Registration Statement”) is being filed by enCore Energy Corp. (the “Company”) in accordance with the requirements of Form S-8 for the purpose of registering the issuance of common shares, of no par value, of the Company (the “Common Shares”) issuable in the future pursuant to awards made or to be made under the enCore Energy Corp. Stock Option Plan, as amended and restated November 30, 2021 (the “Stock Option Plan”).

 

In addition, this Registration Statement includes a prospectus (the “reoffer prospectus”) prepared in accordance with General Instruction C of Form S-8 and in accordance with the requirements of Part I of Form F-3. The reoffer prospectus may be used for reofferings and resales on a continuous or delayed basis of Common Shares that have been issued to, or are issuable, to certain of the Company’s employees (including executive officers), directors and consultants identified as the selling securityholders in the reoffer prospectus (the “Selling Securityholders”) and that may be deemed to be “restricted securities” or “control securities” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder. The number of Common Shares included in the reoffer prospectus represents (i) Common Shares previously issued upon the exercise of options previously granted under the Stock Option Plan to Selling Securityholders, and (ii) Common Shares that may be issuable to Selling Securityholders who are executive officers or directors upon the exercise of options granted to such Selling Securityholders pursuant to the Stock Option Plan. The inclusion of such Common Shares herein does not necessarily represent a present intention to sell any or all such Common Shares by the Selling Stockholders. Moreover, the amount of such Common Shares to be reoffered or resold by means of the reoffer prospectus by the Selling Securityholders, and any other person with whom any of them is acting in concert for the purpose of selling Common Shares, may not exceed, during any three-month period, the amount specified in Rule 144(e) under the Securities Act.

 

 

 

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

Item 1. Plan Information.*

 

The documents containing the information specified in this Part I will be delivered as required by Rule 428(b)(1). Such documents are not required to be filed with the Securities and Exchange Commission (the “SEC”) as part of this Registration Statement.

 

Item 2. Company Information and Employee Plan Annual Information.*

 

 

*

As permitted by Rule 428 under the Securities Act this Registration Statement omits the information specified in Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be sent or given to employees as specified by Rule 428(b)(1) of the Securities Act. These documents need not be filed with the SEC either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

 

 

 

 

REOFFER PROSPECTUS

 

7,760,612 Shares

 

 

enCore Energy Corp.

Common Shares

 

This reoffer prospectus (this “reoffer prospectus”) relates to up to 7,760,612 Common Shares, no par value ("Shares"), of enCore Energy Corp., a British Columbia corporation (the “Company”, “enCore”, “we”, “us” or “our”), which may be offered from time to time by securityholders named in this reoffer prospectus that are our current or former officers, directors, employees and consultants (collectively, the “Selling Securityholders”) or their permitted transferees. The Shares registered hereby have been, or may in the future be, issued upon the exercise of options granted to the Selling Securityholders pursuant to the enCore Energy Corp. Stock Option Plan, as amended and restated on November 30, 2021 (the “Stock Option Plan”). Certain of the Selling Securityholders may be considered an “affiliate” (as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”)) of the Company. We will not receive any of the proceeds from the sale of the Shares by the Selling Securityholders made hereunder.

 

The Selling Securityholders may sell the Shares in a number of different methods and at varying prices, including sales in the open market, sales in negotiated transactions and sales by a combination of methods. The Selling Securityholders may sell any, all or none of the Shares and we do not know when or in what amount the Selling Securityholders may sell their Shares hereunder following the effective date of the Registration Statement of which this reoffer prospectus forms a part. The price at which any of the Shares may be sold, and the commissions, if any, paid in connection with any such sale, are unknown and may vary from transaction to transaction. The Shares may be sold at the market price of the Shares at the time of a sale, at prices relating to the market price over a period of time, or at prices negotiated with the buyers. The Shares may be sold through underwriters or dealers which the Selling Securityholders may select. If underwriters or dealers are used to sell the Shares, we will name them and describe their compensation in a prospectus supplement. We provide more information about how the Selling Securityholders may sell their Shares in the section titled “Plan of Distribution.” The Selling Securityholders will bear all sales commissions and similar expenses. Any other expenses incurred by us in connection with the registration and offering that are not borne by the Selling Securityholders will be borne by us.

 

This reoffer prospectus has been prepared for the purposes of registering Shares under the Securities Act to allow for future sales by Selling Securityholders on a continuous or delayed basis to the public without restriction, provided that the amount of Shares to be offered or resold under this reoffer prospectus by each Selling Stockholder or other person with whom he or she is acting in concert for the purpose of selling Shares, may not exceed, during any three-month period, the amount specified in Rule 144(e) under the Securities Act.

 

Shares are listed and posted for trading on the TSX Venture Exchange (“TSX-V”) in Canada under the symbol “EU” and on the NYSE American LLC (“NYSE American”) in the United States under the symbol “EU”. On July 6, 2023, the last trading day on the TSX-V prior to the date of this reoffer prospectus, the closing price of Shares on the TSX-V was C$2.95 per Share, and on July 6, 2023, the last trading day on the NYSE American prior to the date of this reoffer prospectus, the closing price Shares on the NYSE American was US$2.22 per Share.

 

Investing in our securities involves a high degree of risk that are described in the “Risk Factors” section beginning on page 2 of this reoffer prospectus.

 

The Securities and Exchange Commission (the “SEC”) may take the view that, under certain circumstances, the Selling Securityholders and any broker-dealers or agents that participate with the Selling Securityholders in the distribution of the Shares may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). Commissions, discounts or concessions received by any such broker-dealer or agent may be deemed to be underwriting commissions under the Securities Act. See the section titled “Plan of Distribution.”

 

Neither the SEC nor any state or provincial securities commission has approved or disapproved of these securities or determined if this reoffer prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

The date of this reoffer prospectus is July 7, 2023.

 

 

 

 

TABLE OF CONTENTS

 

FORWARD-LOOKING INFORMATION AND STATEMENTS	ii
PROSPECTUS SUMMARY	1
RISK FACTORS	2
USE OF PROCEEDS	4
SELLING SECURITYHOLDERS	4
PLAN OF DISTRIBUTION	5
LEGAL MATTERS	7
EXPERTS	7
WHERE YOU CAN FIND MORE INFORMATION	8
INFORMATION INCORPORATED BY REFERENCE	8

 

Neither we nor the Selling Securityholders have authorized anyone to provide any information or to make any representations other than those contained in this reoffer prospectus or any accompanying prospectus supplement that we have prepared. We and the Selling Securityholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This reoffer prospectus is an offer to sell only the securities offered hereby and only under circumstances and in jurisdictions where it is lawful to do so. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this reoffer prospectus or any applicable prospectus supplement. This reoffer prospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities, in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this reoffer prospectus or any prospectus supplement is accurate only as of the date on the front of those documents only, regardless of the time of delivery of this reoffer prospectus or any applicable prospectus supplement, or any sale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates.

 

i 

 

 

FORWARD-LOOKING INFORMATION AND STATEMENTS

 

This reoffer prospectus and the documents incorporated by reference herein contains statements that may constitute “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian and United States securities legislation, respectively. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “project”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative variations) of such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.

 

Forward-looking statements may include, but are not limited to, statements with respect to:

 

●

the Company’s future financial and operational performance;

 

●

the sufficiency of the Company’s current working capital, anticipated cash flow or its ability to raise necessary funds;

 

●

the anticipated amount and timing of work programs;

 

●

our expectations with respect to future exchange rates;

 

●

the estimated cost of and availability of funding necessary for sustaining capital;

 

●

forecast capital and non-operating spending;

 

●

the Company’s plans and expectations for its property, exploration, development, production, and community relations operations;

 

●

the use of available funds;

 

●

expectations regarding the process for and receipt of regulatory approvals, permits and licenses under governmental and other applicable regulatory regimes, including U.S. government policies towards domestic uranium supply;

 

●

expectations about future uranium market prices, production costs and global uranium supply and demand;

 

●

expectations regarding holding physical uranium for long-term investment;

 

●

the establishment of mineral resources on any of the Company’s current or future mineral properties (other than the Company’s properties that currently have an established mineral resource estimates);

 

●

future royalty and tax payments and rates;

 

●

expectations regarding possible impacts of litigation and regulatory actions; and

 

●

the completion of reclamation activities at former mine or extraction sites.

 

Such forward-looking statements reflect the Company’s current views with respect to future events, based on information currently available to the Company and are subject to and involve certain known and unknown risks, uncertainties, assumptions and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed in or implied by such forward-looking statements.

 

The forward-looking statements in this reoffer prospectus and the documents incorporated by reference herein are based on material assumptions, including the following:

 

●

our budget, including expected levels of exploration, evaluation and operations activities and costs, as well as assumptions regarding market conditions and other factors upon which we have based our income and expenditure expectations;

 

ii 

 

 

●

assumptions regarding the timing and use of our cash resources;

 

●

our ability to, and the means by which we can, raise additional capital to advance other exploration and evaluation objectives;

 

●

financial markets will not in the long term be adversely impacted by the COVID-19 pandemic;

 

●

our operations and key suppliers are essential services, and our employees, contractors and subcontractors will be available to continue operations;

 

●

our ability to obtain all necessary regulatory approvals, permits and licenses for our planned activities under governmental and other applicable regulatory regimes;

 

●

our expectations regarding the demand for, and supply of, uranium, the outlook for long-term contracting, changes in regulations, public perception of nuclear power, and the construction of new and ongoing operation of existing nuclear power plants;

 

●

our expectations regarding spot and long-term prices and realized prices for uranium;

 

●

our expectations that our holdings of physical uranium will be helpful in securing project financing and/or in securing long- term uranium supply agreements in the future;

 

●

our expectations regarding tax rates, currency exchange rates, and interest rates;

 

●

our decommissioning and reclamation obligations and the status and ongoing maintenance of agreements with third parties with respect thereto;

 

●

our mineral resource estimates, and the assumptions upon which they are based;

 

●

our, and our contractors’, ability to comply with current and future environmental, safety and other regulatory requirements and to obtain and maintain required regulatory approvals; and

 

●

our operations are not significantly disrupted by political instability, nationalization, terrorism, sabotage, pandemics, social or political activism, breakdown, natural disasters, governmental or political actions, litigation or arbitration proceedings, equipment or infrastructure failure, labor shortages, transportation disruptions or accidents, or other development or exploration risks.

 

The risks, uncertainties, assumptions and other factors that could cause actual results to differ materially from any future results expressed in or implied by the forward-looking statements in this reoffer prospectus and the documents incorporated by reference herein include, but are not limited to, the following factors:

 

●

exploration and development risks;

 

●

changes in commodity prices;

 

●

access to skilled mining personnel;

 

●

results of exploration and development activities;

 

●

uninsured risks;

 

●

regulatory risks;

 

●

defects in title;

 

●

availability of materials and equipment, timeliness of government approvals and unanticipated environmental impacts on operations;

 

●

risks posed by the economic and political environments in which the Company operates and intends to operate;

 

●

the potential for losses arising from the expansion of operations into new markets;

 

iii 

 

 

●

increased competition;

 

●

assumptions regarding market trends and the expected demand and desires for the Company’s products and proposed products;

 

●

reliance on industry manufacturers, suppliers and others;

 

●

the failure to adequately protect intellectual property;

 

●

the failure to adequately manage future growth;

 

●

adverse market conditions; and

 

●

the failure to satisfy ongoing regulatory requirements.

 

In addition, the risks, assumptions, and other factors set out below under “Risk Factors” and incorporated by reference herein could cause actual results to differ materially from any future results expressed in or implied by the forward-looking statements in this reoffer prospectus and the documents incorporated by reference herein. Should one or more of these risks or uncertainties 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. These risks, uncertainties, assumptions and other factors should be considered carefully, and prospective investors and readers should not place undue reliance on the forward-looking statements.

 

Any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to update any forward-looking statement or information or statements to reflect information, events, results, circumstances or otherwise after the date on which such statement is made or to reflect the occurrence of unanticipated events, except as required by applicable laws. New factors emerge from time to time, and it is not possible for management to predict all of such factors and to assess in advance the impact of each such fact on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements or information.

 

All of the forward-looking statements contained in this reoffer prospectus and the documents incorporated by reference herein and therein are qualified by the foregoing cautionary statements.

 

iv 

 

 

PROSPECTUS SUMMARY

 

This summary highlights selected information from this reoffer prospectus and does not contain all of the information that is important to you in making an investment decision. This summary is qualified in its entirety by the more detailed information included in this reoffer prospectus, including the documents incorporated by reference herein. Potential investors should read the entire prospectus carefully, including the risks of purchasing our Shares discussed in “Risk Factors.”

 

Overview

 

enCore’s business objective is to be a leading, low cost and profitable in-situ recovery (“ISR”) uranium producer in the United States. Our management team believes uranium market conditions are improving as a result of realization of market supply-demand fundamentals and a shift toward de-globalization in the nuclear industry. There are many factors contributing to the change in global fundamentals including continued deferment of re-starts of existing standby and new primary sources of supply, along with a continued increase in the number of operating nuclear reactors and reactors under construction. According to the World Nuclear Association, globally there are 438 reactors operating, 59 reactors under construction, and 104 reactors planned for construction. Nuclear energy, fueled by uranium, is gaining acceptance as a clean and reliable energy source. The growing urgency to reduce carbon emissions world-wide has pushed nuclear energy generation to the forefront, with the United States being the world’s largest consumer of uranium. Currently, the U.S. is completely reliant on imported uranium, but as geopolitical changes are forcing the shift to deglobalize supply chains, domestic nuclear power utilities are looking to the U.S. as a source of uranium to secure a domestic supply chain and diversify their demand away from Russia, Kazakhstan, and China (Source: TradeTech Uranium Market Study 2022: Issue 4).

 

The Company was incorporated on October 30, 2009 under the Business Corporations Act (British Columbia) (the “BCBCA”) under the name “Dauntless Capital Corp.” The Company’s name was changed to “Tigris Uranium Corp.” on September 2, 2010, and changed to “Wolfpack Gold Corp.” on May 15, 2013. On August 15, 2014, the Company’s name was changed to its current name, “enCore Energy Corp.”

 

The Company is a reporting issuer in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Ontario. The Shares are listed for trading on the TSX-V and on the NYSE American under the symbol “EU.”

 

The principal offices of the Company are located at Suite 450, 101 N. Shoreline Blvd, Corpus Christi, Texas 78401, United States of America. Our telephone number is [phone]. The Company’s registered and records office is located at Suite 1200 – 750 West Pender Street, Vancouver, British Columbia, V6C 2T8.

 

About This Offering

 

This reoffer prospectus relates to the public offering, which is not being underwritten, by the Selling Securityholders listed in this reoffer prospectus, of up to 7,760,612 Shares previously issued or issuable upon the exercise of options granted, or to be granted, under the Stock Option Plan. The Selling Securityholders may from time to time sell, transfer or otherwise dispose of any or all of the Shares covered by this reoffer prospectus through underwriters or dealers, directly to purchasers (or a single purchaser) or through broker-dealers or agents. We will receive none of the proceeds from the sale of the Shares by the Selling Securityholders. We will bear all expenses of registration incurred in connection with this offering, but all selling and other expenses incurred by the Selling Securityholders will be borne by them.

 

1

 

 

RISK FACTORS

 

An investment in the securities of the Company should be considered highly speculative and involves certain risks. When evaluating the Company and its business, prospective investors should carefully consider all of the information disclosed in this reoffer prospectus and the Company’s profile on the SEDAR website at www.sedar.com and on EDGAR at www.sec.gov, as well as the risks described below, and in the documents incorporated by reference in this reoffer prospectus, including the risks described under the heading "Risk Factors" in the Company's Annual Information Form filed as Exhibit 99.1 to our annual report on Form 40-F (File No. 001-41489), filed with the SEC on April 28, 2023 and subsequent reports filed with the SEC, together with the financial and other information contained or incorporated by reference in this reoffer prospectus.. See “Information Incorporated by Reference.” Such risk factors could materially affect the Company’s future operating results and could cause actual events to differ materially from those described in forward-looking statements relating to the Company.

 

There is no assurance that risk management steps taken will avoid future loss due to the occurrence of the risks described below (or incorporated by reference herein) or other unforeseen risks. As a result of the occurrence of any of these risks, the Company’s business, financial condition and operating results could be adversely affected.

 

The risks and uncertainties described or incorporated by reference herein are not the only ones the Company faces. Additional risks and uncertainties, including those that the Company is unaware of or that are currently deemed immaterial, may also adversely affect the Company and its business. Investors should consult with their professional advisors to assess any investment in the Company.

 

Risks Related to Shares

 

Risk of Loss of Entire Investment

 

An investment in the securities of the Company, as well as the Company’s prospects, is speculative due to the risky nature of its business and the present stage of its development. Investors may lose their entire investment. Investors should carefully consider the risk factors described under the heading “Risk Factors” in this reoffer prospectus. The risks described in this reoffer prospectus are not the only ones facing the Company. Additional risks not currently known to the Company, or that the Company currently deems immaterial, may also impair the Company’s operations. There is no assurance that risk management steps taken will avoid future loss due to the occurrence of the risks described below or other unforeseen risks. As a result of the occurrence of any of these risks, the Company’s business, financial condition and operating results could be adversely affected. Investors should carefully consider the risks in this reoffer prospectus and the other information elsewhere in this reoffer prospectus and consult with their professional advisors to assess any investment in the Company.

 

No Guarantee of a Positive Return in an Investment

 

There is no guarantee that an investment in the securities of the Company will earn any positive return in the short term or long term. An investment in the securities of the Company involves a high degree of risk and should be undertaken only by investors whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. An investment in securities of the Company is appropriate only for investors who have the capacity to absorb a loss of some or all of their investment.

 

Price Volatility

 

Securities markets have a high level of price and volume volatility, and the market price of securities of many companies have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. Factors unrelated to the financial performance or prospects of the Company include macroeconomic developments in North America and globally, and market perceptions of the attractiveness of particular industries. There can be no assurance that continued fluctuations in prices will not occur. As a result of any of these factors, the market price of securities of the Company of the Company at any given point in time may not accurately reflect the long term value of the Company. If such increased levels of volatility and market turmoil continue for a protracted period of time, the Company’s business, results of operations or financial condition and the trading price of the Shares may be materially adversely affected.

 

2

 

 

In addition, broad market and industry factors may harm the market price of the Shares. Hence, the price of the Shares could fluctuate based upon factors that have little or nothing to do with us, and these fluctuations could materially reduce the price of the Shares regardless of the Company’s operating performance. In the past, following a significant decline in the market price of a company’s securities, there have been instances of securities class action litigation having been instituted against that company. If the Company is involved in any similar litigation, it could incur substantial costs, its management’s attention and resources could be diverted and the Company’s business, results of operations and financial condition could be materially adversely affected.

 

Dilution

 

Additional financing needed to continue funding the development and operation of the Company may require the issuance of additional securities of the Company. The issuance of additional securities and the exercise of Share purchase warrants, stock options and other convertible securities will result in dilution of the equity interests of any persons who are or may become holders of Shares.

 

Future sales (or the perception of future sales) of the Company’s securities by existing shareholders or by the Company could cause the market price of Shares to drop significantly, even if its business is doing well

 

The Company may issue additional securities to finance future activities outside of the Offering. Sales of a substantial number of Shares by existing holders or by the Company could occur at any time, including sales from existing shareholders following the closing of this Offering who may be concerned about the dilutive effect of this Offering on their investment holdings, and resales from purchasers of Shares who are not subject to any lock-up or other transfer restrictions. These sales, or the perception in the market that the holders of a large number of Shares or securities convertible into Shares or that the Company intends to sell Shares or securities convertible into Shares, could reduce the market price of Shares. A decline in the market prices of the Shares could impair the Company’s ability to raise additional capital through the sale of securities should the Company desire to do so.

 

Further, the Company cannot predict the size of future issuances of Shares or the effect, if any, that future issuances and sales of Shares will have on the market price of Shares. Sales of a substantial number of Shares, or the perception that such sales could occur, may adversely affect prevailing market prices for Shares.

 

Listing on the NYSE American

 

Our Shares were listed on the NYSE American on January 23, 2023. Continued listing of a security on the NYSE American is conditioned upon compliance with various listing standards. Failure to comply with the NYSE American’s continued listing standards could result in the NYSE American delisting our Shares resulting in our Shares trading in the less liquid over-the-counter market.

 

If the NYSE American delists our Shares, investors may face material adverse consequences including, but not limited to, a lack of trading market for our securities, reduced liquidity, decreased analyst coverage of our securities, and an inability for us to obtain additional financing to fund our operations.

 

Moreover even to the extent our Shares remain listed on the NYSE American, there can be no assurance an active and liquid trading market for our Shares will develop or be maintained.

 

3

 

 

USE OF PROCEEDS

 

The Shares offered hereby are being registered for the account of the Selling Securityholders named in this reoffer prospectus. All proceeds from the sales of Shares will go to the Selling Securityholders, and we will not receive any proceeds from the resale of the Shares by the Selling Securityholders.

 

SELLING SECURITYHOLDERS

 

The Selling Securityholders are our current or former officers, directors, employees and consultants who have been, or may in the future be, issued Shares upon the exercise of options granted to the Selling Securityholders pursuant to the enCore Energy Corp. Stock Option Plan, as amended and restated on November 30, 2021 (the “Stock Option Plan”).

 

The following table sets forth information with respect to the Selling Securityholders and Shares beneficially owned by the Selling Securityholders as of July 6, 2023. The percentage of beneficial ownership is calculated based on 143,505,199 our shares outstanding as of such date. The Selling Securityholders may offer all, some or none of the Shares covered by this reoffer prospectus. The Selling Securityholders identified below may have sold, transferred or otherwise disposed of some or all of their Shares since the date on which the information in the following table is presented in transactions exempt from, or not subject to, the registration requirements of the Securities Act. Information concerning the Selling Securityholders may change from time to time, and, if necessary, we will amend or supplement this reoffer prospectus accordingly. We cannot give an estimate as to the number of Shares that will actually be held by the Selling Securityholders upon termination of this offering because the Selling Securityholders may offer some or all of their Shares under the offering contemplated by this reoffer prospectus or acquire additional Shares. We cannot advise you as to whether the Selling Securityholders will, in fact, sell any or all of such Shares.

 

We have determined beneficial ownership in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, to our knowledge, the persons and entities named in the tables have sole voting and sole investment power with respect to all securities that they beneficially own, subject to community property laws where applicable. Each of the Selling Stockholders named below and its permitted transferees, pledgees, donees or other successors may from time to time offer the Shares offered by this reoffer prospectus.

 

Name of Selling Securityholder(1)		Shares Beneficially Owned Prior to the Resale(2)				Maximum Number of Shares Which May Be Offered for Resale(3)				Shares Beneficially Owned After Completion of the Resale(4)				% of Shares Beneficially Owned After Completion of the Resale(2)(4)
William Sheriff			3,010,722				1,150,000				1,860,722				1.297	%
Dennis Stover			1,150,500				1,133,833				16,667				*
Mark Pelizza			784,999				781,666				3,333				*
Susan Hoxie-Key			341,667				341,667				-				*
William Harris			962,779				952,779				10,000				*
Richard Muriel Cherry			644,999				641,666				3,333				*
Paul Goranson			1,463,444				1,358,333				105,111				*
Carrie Mierkey			400,297				400,000				297				*
Gregory Zerzan			233,333				233,333				-				*
Peter Luthiger			183,333				183,333				-				*
Nathan Tewalt			800,000				16,667				783,333				*
Douglas Underhill			1,184,668				471,667				713,001				*
Gordon Peake			159,335				95,668				63,667				*

 

*

Less than one percent.

(1)

The business address of each of these shareholders is 101 N. Shoreline Blvd. Suite 450, Corpus Christi, TX 78401.

(2)

Beneficial ownership and the percentage of Shares beneficially owned is computed on the basis of 143,505,199 Shares outstanding as of the July 6, 2023 and determined in accordance with the rules and regulations of the SEC.

(3)

Includes Shares issuable upon settlement of the exercise of stock options, including those that will vest more than 60 days from the determination date.

(4)

Assumes that all of the Shares held by each Selling Securityholder and being offered under this reoffer prospectus are sold, and that no Selling Securityholder will acquire additional Shares before the completion of this offering.

 

4

 

 

PLAN OF DISTRIBUTION

 

We are registering the Shares hereunder to permit the Selling Securityholders to conduct public secondary trading of these Shares from time to time after the date of this reoffer prospectus. We will not receive any of the proceeds of the sale of the Shares. The aggregate proceeds to the Selling Securityholders from the sale of the Shares will be the purchase price of such shares less any discounts and commissions. We will not pay any brokers' or underwriters' discounts and commissions in connection with the registration and sale of the Shares. The Selling Securityholders reserve the right to accept and, together with their respective agents, to reject, any proposed purchases of Shares to be made directly or through agents.

 

The Shares may be sold from time to time:

 

●

directly by the Selling Securityholders; or

 

●

through underwriters, broker-dealers, or agents, who may receive compensation in the form of discounts, commissions, or agent's commissions from the Selling Securityholders or the purchasers of the Shares.

 

Any underwriters, broker-dealers, or agents who participate in the sale or distribution of the Shares may be deemed to be "underwriters" within the meaning of the Securities Act. As a result, any discounts, commissions, or concessions received by any such broker-dealers or agents who are deemed to be underwriters will be deemed to be underwriting discounts and commissions under the Securities Act. Underwriters are subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We will make copies of this reoffer prospectus available to the Selling Securityholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act.

 

The Selling Stockholders will determine at what price they may sell offered Shares. The Shares may be sold in one or more transactions at:

 

●

fixed prices;

 

●

prevailing market prices at the time of sale;

 

●

prices related to such prevailing market prices;

 

●

varying prices determined at the time of sale; or

 

●

negotiated prices.

 

These sales may be effected in one or more transactions:

 

●

on the NYSE American or any other national securities exchange or quotation service on which the Shares may be listed or quoted at the time of sale;

 

●

in the over-the-counter market;

 

●

in transactions otherwise than on such exchanges or services or in the over-the-counter market;

 

●

through trading plans entered into by the Selling Securityholders pursuant to Rule 10b5-1 under the Exchange Act that are in place at the time of an offering pursuant to this reoffer prospectus and any applicable prospectus supplement hereto that provide for periodic sales of their securities on the basis of parameters described in such trading plans;

 

5

 

 

●

any other method permitted by applicable law; or

 

●

through any combination of the foregoing.

 

These transactions may include block transactions or crosses. Crosses are transactions in which the same broker acts as an agent on both sides of the trade.

 

At the time a particular offering of the Shares is made, a prospectus supplement, if required, will be distributed, which will set forth the name of the Selling Securityholders, the aggregate amount of Shares being offered, and the terms of the offering, including, to the extent required, (1) the name or names of any underwriters, broker-dealers, or agents, (2) any discounts, commissions, and other terms constituting compensation from the Selling Securityholders and (3) any discounts, commissions, or concessions allowed or reallowed to be paid to broker-dealers.

 

The Selling Securityholders will act independently of us in making decisions with respect to the timing, manner, and size of each resale or other transfer. There can be no assurance that the Selling Securityholders will sell any or all of the Shares. Further, we cannot assure you that the Selling Securityholders will not transfer, distribute, devise, or gift the Shares by other means not described in this reoffer prospectus. In addition, any Shares that qualify for sale under Rule 144 of the Securities Act may be sold under Rule 144 rather than under this reoffer prospectus. The Shares may be sold in some states only through registered or licensed brokers or dealers. In addition, in some states the Shares may not be sold unless they have been registered or qualified for sale or an exemption from registration or qualification is available and complied with.

 

The Selling Securityholders and any other person participating in the sale of the Shares will be subject to the Exchange Act. The Exchange Act rules include, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the Shares by the Selling Securityholders and any other person. In addition, Regulation M may restrict the ability of any person engaged in the distribution of the Shares to engage in market- making activities with respect to the particular Shares being distributed. This may affect the marketability of the Shares and the ability of any person or entity to engage in market-making activities with respect to the Shares.

 

The Selling Securityholders may indemnify any broker or underwriter that participates in transactions involving the sale of the Shares against certain liabilities, including liabilities arising under the Securities Act.

 

6

 

 

LEGAL MATTERS

 

The validity of the Shares which are being offered under the Registration Statement of which this reoffer prospectus forms a part will be passed upon for the Company by Morton Law LLP.

 

EXPERTS

 

The auditors of the Company, Davidson & Company LLP (“Davidson”), prepared independent auditor’s reports in respect of the audited financial statements of the Company for the years ended December 31, 2021 and 2020. Davidson has advised the Company that they are independent of the Company within the context of the CPA Code of professional conduct of the Chartered Professional Accountants of British Columbia.

 

As of the date of this reoffer prospectus, the partners and associates of Morton Law LLP, beneficially own, directly or indirectly, less than 1% of the outstanding Shares of the Company.

 

The following are the qualified persons involved in preparing the NI 43-101 technical reports or who certified a statement, report or valuation from which certain scientific and technical information relating to the Company’s material mineral projects contained in this reoffer prospectus or in documents incorporated by reference herein has been derived, and in some instances extracted from:

 

●

Douglas L. Beahm, P.E., P.G., BRS Inc. and Terence P. McNulty, PE, PHD, McNulty and Associates prepared the report entitled “Marquez-Juan Tafoya Uranium Project” dated and with an effective date of June 9, 2021;

 

●

Douglas L. Beahm, P.E., P.G., Carl Warren, P.E., P.G., and W. Paul Goranson, P.E. prepared the Crownpoint and Hosta Butte Technical Report entitled “Crownpoint and Hosta Butte Uranium Project, McKinley County, New Mexico, USA Mineral Resources Technical Report” dated and with an effective date of February 25, 2022 and a revision date of March 16, 2022;

 

●

Ray Moores, P.E. of Western Water Consultants Inc. and Steve Cutler, P.G. of Roughstock Mining Services, LLC prepared the report entitled “NI 43-101 Technical Report, Preliminary Economic Assessment, Gas Hills Uranium Project, Fremont And Natrona Counties, Wyoming, USA” dated August 10, 2021 with an effective date of June 28, 2021;

 

●

Matthew Yovich, P.E. of Woodard & Curran and Steve Cutler, P.G. of Roughstock Mining Services, LLC prepared the report entitled “NI 43-101 Technical Report Preliminary Economic Assessment Dewey-Burdock Uranium ISR Project South Dakota, USA” dated December 22, 2020 and effective as of December 3, 2019; and

 

●

Douglas Beahm, P.E., P.G. of BRS Inc. prepared the report entitled “Technical Report Summary for the Alta Mesa Uranium Project, Brooks and Jim Hogg Counties, Texas, USA” dated effective January 19, 2023.

 

Technical information not contained in the technical reports above but disclosed in this reoffer prospectus, including but not limited to under the heading “Use of Proceeds” herein, or in documents incorporated by reference herein, was reviewed and approved by Paul Goranson, MSc, P.E., a qualified person under NI 43-101, and the Chief Executive Officer of the Company.

 

The named experts above in connection with the preparation of the NI 43-101 Technical Report held, directly or indirectly, less than one percent of the issued and outstanding Shares of the Company or its affiliates, as applicable, at the time of the preparation of the above-noted technical reports.

 

7

 

 

WHERE YOU CAN FIND MORE INFORMATION

 

We are required to file certain periodic reports and other information with the SEC as required by the Exchange Act. You can read our SEC filings, including this reoffer prospectus, over the internet at the SEC's website at www.sec.gov. As we are a Canadian issuer, we also file continuous disclosure documents with the Canadian securities regulatory authorities, which documents are available on the System for Electronic Document Analysis and Retrieval website maintained by the Canadian Securities Administrators at www.sedar.com.

 

Our website address is https://www. encoreuranium.com. The information contained on, or that may be accessed through, our website is not a part of, and is not incorporated into, this reoffer prospectus.

 

INFORMATION INCORPORATED BY REFERENCE

 

We incorporate information into this reoffer prospectus by reference, which means that we disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this reoffer prospectus, except to the extent superseded by information contained in this reoffer prospectus or by information contained in documents filed with the SEC after the date of this reoffer prospectus. This reoffer prospectus incorporates by reference the documents set forth below that have been previously filed with the SEC; provided, however, that, except as noted below, we are not incorporating any documents or information deemed to have been furnished rather than filed in accordance with the rules of the SEC. These documents contain important information about us and our financial condition.

 

(a) our annual report on Form 40-F as filed with the SEC on April 28, 2023, as amended by (i) Amendment No. 1 to our Annual Report on Form 40-/A, filed with the SEC on June 7, 2023 (the “40-F”);

 

(b) our current reports on Form 6-K furnished to the SEC on June 27, 2023, June 22, 2023, June 12, 2023, June 7, 2023, June 6, 2023, May 24, 2023, May 23, 2023, May 18, 2023, May 15, 2023, May 8, 2023 and May 1, 2023; and

 

(c) the description of the Shares included under the heading “Capital Structure” in the Company’s Annual Information Form for the year ended December 31, 2022, attached to the 40-F as Exhibit 99.1, including any amendment or report filed for the purpose of updating such description.

 

In addition, all subsequent annual reports on Form 20-F, Form 40-F or Form 10-K, and all subsequent filings on Form 10-Q or 8-K that we file pursuant to the Exchange Act, prior to the termination of this offering, are hereby incorporated by reference into this reoffer prospectus. Also, we may incorporate by reference reports on Form 6-K that we furnish subsequent to the date of this reoffer prospectus by stating in those Form 6-Ks that they are being incorporated by reference into this reoffer prospectus.

 

For purposes of this reoffer prospectus, any statement contained in a document incorporated, or deemed to be incorporated, by reference herein shall be deemed to be modified or superseded for purposes of this reoffer prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this reoffer prospectus.

 

We will provide without charge upon written or oral request to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any and all of the documents which are incorporated by reference in this reoffer prospectus but not delivered with this reoffer prospectus (other than exhibits unless such exhibits are specifically incorporated by reference in such documents). Copies of the documents incorporated herein by reference may be obtained on request and without charge from the Company at 101 N. Shoreline Blvd, Suite 450, Corpus Christi, Texas 78401, or telephone [phone], and are also available electronically through EDGAR at www.sec.gov.

 

8

 

 

 

 

7,760,612 Shares

 

 

enCore Energy Corp.

Common Shares

REOFFER PROSPECTUS

July 7, 2023

 

 

 

 

 

 

PART II 

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

The following documents which have been and will in the future be filed by the Company with the SEC are incorporated into this Registration Statement by reference:

 

(a) our annual report on Form 40-F as filed with the SEC on April 28, 2023, as amended by (i) Amendment No. 1 to our Annual Report on Form 40-/A, filed with the SEC on June 7, 2023 (the “40-F”);

 

(b) our current reports on Form 6-K furnished to the SEC on our current reports on Form 6-K furnished to the SEC on June 27, 2023, June 22, 2023, June 12, 2023, June 7, 2023, June 6, 2023, May 24, 2023, May 23, 2023, May 18, 2023, May 15, 2023, May 8, 2023 and May 1, 2023;

 

(c) the description of the Shares included under the heading “Capital Structure” in the Company’s Annual Information Form for the year ended December 31, 2022, dated April 28, 2023, attached to the 40-F as Exhibit 99.1, including any amendment or report filed for the purpose of updating such description.

 

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference to this Registration Statement and to be a part hereof from the date of filing such documents.

 

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which is also deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

Item 4. Description of Securities.

 

Not applicable.

 

Item 5. Interests of Named Experts and Counsel.

 

Each of W. Paul Goranson, Ray Moores, Steve Cutler, Matthew Yovich, Terence P. McNulty, Douglas L. Beahm and Carl Warren is a person who has reviewed or supervised the preparation of information contained or incorporated by reference in this Registration Statement upon which certain scientific and technical information relating to enCore’s mineral properties is based. As of the date hereof, each of such persons owns beneficially, directly or indirectly, less than 1% of any outstanding class of securities of the Company. W. Paul Goranson and is an officer or employee of the Company and/or an officer, director or employee of one or more of its associates or affiliates.

 

Item 6. Indemnification of Officers and Directors.

 

The Company is subject to the provisions of Part 5, Division 5 of the Business Corporations Act (British Columbia) (the “Act”).

 

Under Section 160 of the Act, we may, subject to Section 163 of the Act:

 

(1)

indemnify an individual who:

 

●

is or was a director or officer of the Company;

 

II-1

 

 

●

is or was a director or officer of another corporation (i) at a time when such corporation is or was an affiliate of the Company; or (ii) at our request, or

 

●

at our request, is or was, or holds or held a position equivalent to that of, a director or officer of a partnership, trust, joint venture or other unincorporated entity,

 

and including, subject to certain limited exceptions, the heirs and personal or other legal representatives of that individual (collectively, an “eligible party”), against all eligible penalties to which the eligible party is or may be liable; and

 

(2)

after final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by an eligible party in respect of that proceeding, where:

 

“eligible penalty” means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, and eligible proceeding.

 

“eligible proceeding” means a proceeding in which an eligible party or any of the heirs and personal or other legal representatives of the eligible party, by reason of the eligible party being or having been a director or officer of, or holding or having held a position equivalent to that of a director or officer of, the Company or an associated corporation (a) is or may be joined as a party, or (b) is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding.

 

“expenses” includes costs, charges and expenses, including legal and other fees, but does not include judgments, penalties, fines or amounts paid in settlement of a proceeding.

 

“proceeding” includes any legal proceeding or investigative action, whether current, threatened , pending or completed.

 

Under Section 161 of the Act, and subject to Section 163 of the Act, we must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by an eligible party in respect of that proceeding if the eligible party (a) has not been reimbursed for those expenses, and (b) is wholly successful, on the merits or otherwise, in the outcome of the proceeding or is substantially successful on the merits in the outcome of the proceeding.

 

Under Section 162 of the Act, and subject to Section 163 of the Act, we may pay, as they are incurred in advance of the final disposition of an eligible proceeding, the expenses actually and reasonably incurred by an eligible party in respect of the proceeding, provided that we must not make such payments unless we first receive from the eligible party a written undertaking that, if it is ultimately determined that the payment of expenses is prohibited under Section 163 of the Act, the eligible party will repay the amounts advanced.

 

Under Section 163 of the Act, we must not indemnify an eligible party against eligible penalties to which the eligible party is or may be liable under Section 160(a) of the Act, or pay the expenses of an eligible party in respect of that proceeding under Sections 160(b), 161 or 162 of the Act, as the case may be, if any of the following circumstances apply:

 

●

if the indemnity or payment is made under an earlier agreement to indemnify or pay expenses and, at the time that the agreement to indemnify or pay expenses was made, we were prohibited from giving the indemnity or paying the expenses by our memorandum or articles;

 

●

if the indemnity or payment is made otherwise than under an earlier agreement to indemnify or pay expenses and, at the time that the indemnity or payment is made, we are prohibited from giving the indemnity or paying the expenses by our memorandum or articles;

 

●

if, in relation to the subject matter of the eligible proceeding, the eligible party did not act honestly and in good faith with a view to the best interests of the Company or the associated corporation, as the case may be;

 

●

in the case of an eligible proceeding other than a civil proceeding, if the eligible party did not have reasonable grounds for believing that the eligible party’s conduct in respect of which the proceeding was brought was lawful; or

 

II-2

 

 

●

if an eligible proceeding is brought against an eligible party by or on behalf of the Company or by or on behalf of an associated corporation, we must not either indemnify the eligible party against eligible penalties to which the eligible party is or may be liable under Section 160(a) of the Act, or pay the expenses of the eligible party under Sections 160(b), 161 or 162 of the Act, as the case may be, in respect of the proceeding.

 

Under Section 164 of the Act, and despite any other provision of Part 5, Division 5 of the Act and whether or not payment of expenses or indemnification has been sought, authorized or declined under Part 5, Division 5 of the Act, on application of the Company or an eligible party, the Supreme Court of British Columbia may do one or more of the following:

 

●

order us to indemnify an eligible party against any liability incurred by the eligible party in respect of an eligible proceeding;

 

●

order us to pay some or all of the expenses incurred by an eligible party in respect of an eligible proceeding;

 

●

order the enforcement of, or payment under, an agreement of indemnification entered into by us;

 

●

order us to pay some or all of the expenses actually and reasonably incurred by any person in obtaining an order under Section 164 of the Act; or

 

●

make any other order the court considers appropriate.

 

Section 165 of the Act provides that we may purchase and maintain insurance for the benefit of an eligible party or the heirs and personal or other legal representatives of the eligible party against any liability that may be incurred by reason of the eligible party being or having been a director or officer of, or holding or having held a position equivalent to that of a director or officer of, the Company or an associated corporation.

 

Under our articles, and subject to the Act, we must indemnify a director, former director or alternate director and his or her heirs and personal or other legal representatives against all eligible penalties to which such person is or may be liable, and we must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Each director and officer is deemed to have contracted with the Company on the terms of the indemnity contained in our articles.

 

Under our articles, and subject to the Act, we may agree to indemnify and may indemnify any person (including an eligible party). We have entered into indemnity agreements with our directors and officers.

 

Pursuant to our articles, the failure of a director, alternate director or officer to comply with the Act or our articles does not, of itself, invalidate any indemnity to which he or she is entitled under our articles.

 

Under our articles, we may purchase and maintain insurance for the benefit of a person (or his or her heirs or legal personal representatives) who:

 

●

is or was a director, alternate director, officer, employee or agent of the Company;

 

●

is or was a director, alternate director, officer, employee or agent of another corporation at a time when such corporation is or was an affiliate of the Company, or

 

●

at our request, is or was, or holds or held a position equivalent to that of, a director, alternate director or officer of a corporation or a partnership, trust, joint venture or other unincorporated entity,

 

against any liability incurred by him or her as a director, alternate director, officer, employee or agent or person who holds or held such equivalent position.

 

Insofar as indemnification for liabilities arising under the United States Securities Act of 1933, as amended, may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the United States Securities Act of 1933 and is therefore unenforceable.

 

The exhibits listed in the exhibit index, appearing elsewhere in this Registration Statement, have been filed as part of this Registration Statement.

 

Item 7. Exemption From Registration Claimed.

 

The shares being reoffered and resold pursuant to the reoffer prospectus were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act and/or Rule 701 promulgated thereunder, as transactions by an issuer not involving a public offering or pursuant to a written compensatory benefit plan.

 

II-3

 

 

Item 8. Exhibits.

 

Exhibit Number		Exhibit Title
4.1		Articles of the Company
5.1		Opinion of Morton Law LLP
23.1		Consent of Davidson & Company LLP
23.2		Consent of W. Paul Goranson, P.E.
23.3		Consent of Ray Moores, P.E
23.4		Consent of Steve Cutler, P.G.
23.5		Consent of Matthew Yovich, P.E
23.6		Consent of Terence P. McNulty, D. Sc., P.E., Ph. D
23.7		Consent of Douglas L. Beahm, P.E., P.G.
23.8		Consent of Carl Warren, P.E., P.G
23.9		Consent of Morton Law LLP (included in Exhibit 5.1)
24.1		Power of Attorney (included on the signature pages of this registration statement)
99.1		enCore Energy Corp. Stock Option Plan
107		Filing fee table

 

Item 9.

Undertakings.

 

(a)

The undersigned registrant hereby undertakes:

 

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

 

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

 

provided, however, that: Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are incorporated by reference in the registration statement.

 

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

II-4

 

 

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

II-5

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Corpus Christi, State of Texas, on July 7, 2023.

 

	enCore Energy Corp.
	By:	/s/ W. Paul Goranson
		Name:	W. Paul Goranson
		Title:	Chief Executive Officer and Director

 

II-6

 

 

POWER OF ATTORNEY

 

Each person whose signature appears below constitutes and appoints Gregory Zerzan and W. Paul Goranson, or any of them, his or her true and lawful attorneys-in-fact and agents, each of whom may act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, including post-effective amendments, and any and all additional registration statements (including amendments and post-effective amendments thereto) in connection with any increase in the amount of securities registered with the Securities and Exchange Commission, and to file the same, with all exhibits thereto, and other documents and in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all his or her said attorneys-in-fact and agents or any of them or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

 

This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

 

Signature		Title		Date
/s/  W. Paul Goranson		Chief Executive Officer and Director		July 7, 2023
W. Paul Goranson		(Principal Executive Officer)
/s/  Carrie Mierkey		Chief Financial Officer		July 7, 2023
Carrie Mierkey		(Principal Financial and Accounting Officer)
/s/  William M. Sheriff		Executive Chairman of the Board of Directors		July 7, 2023
William M. Sheriff
/s/  Dennis E. Stover		Director		July 7, 2023
Dennis E. Stover
/s/  Richard M. Cherry		Director		July 7, 2023
Richard M. Cherry
/s/  Mark S. Pelizza		Director		July 7, 2023
Mark S. Pelizza
/s/  William B. Harris		Director		July 7, 2023
William B. Harris
/s/  Susan Hoxie-Key		Director		July 7, 2023
Susan Hoxie-Key

 

II-7

 

 

AUTHORIZED REPRESENTATIVE

 

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, as amended, the undersigned has signed this Registration Statement, in the capacity of the duly authorized representative of the Registrant in the United States, on July 7, 2023.

 

	enCore Energy US Corp.
	By:	/s/ Gregory Zerzan
		Name:	Gregory Zerzan
		Title:	Chief Administrative Officer, General Counsel and Secretary

 

 

II-8

 

 

 

Exhibit 4.1

 

	ADOPTED on October 28, 2020.
	Authorized Signatory		Incorporation Number: BC0865149

 

ARTICLES

 

OF

 

ENCORE ENERGY CORP.

 

1.	INTERPRETATION	6
1.1	Definitions	6
1.2	Business Corporations Act and Interpretation Act Definitions Applicable	6
2.	SHARES AND SHARE CERTIFICATES	6
2.1	Authorized Share Structure	6
2.2	Form of Share Certificate	6
2.3	Shareholder Entitled to Certificate or Acknowledgment	7
2.4	Delivery by Mail	7
2.5	Replacement of Worn Out or Defaced Certificate or Acknowledgement	7
2.6	Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgment	7
2.7	Splitting Share Certificates	7
2.8	Certificate Fee	7
2.9	Recognition of Trusts	7
3.	ISSUE OF SHARES	8
3.1	Directors Authorized	8
3.2	Commissions and Discounts	8
3.3	Brokerage	8
3.4	Conditions of Issue	8
3.5	Share Purchase Warrants and Rights	8
4.	SHARE REGISTERS	8
4.1	Central Securities Register	8
4.2	Closing Register	9
5.	SHARE TRANSFERS	9
5.1	Private Issuer Restrictions	9
5.2	Registering Transfers where Certificate or Acknowledgement	9
5.3	Registering Transfers where no Certificate or Acknowledgement	9
5.4	Form of Instrument of Transfer	9
5.5	Transferor Remains Shareholder	9
5.6	Signing of Instrument of Transfer	10
5.7	Enquiry as to Title Not Required	10
5.8	Transfer Agent	10
5.9	Transfer Fee	10
6.	TRANSMISSION OF SHARES	10
6.1	Legal Personal Representative Recognized on Death	10
6.2	Rights of Legal Personal Representative	10
6.3	Registration of Legal Personal Representative	10

 

Page 1 of 40

 

 

7.	PURCHASE AND REDEMPTION OF SHARES	11
7.1	Company Authorized to Purchase or Redeem Shares	11
7.2	Purchase When Insolvent	11
7.3	Sale and Voting of Purchased Shares	11
8.	BORROWING POWERS	11
9.	ALTERATIONS	12
9.1	Alteration of Authorized Share Structure	12
9.2	Special Rights and Restrictions	12
9.3	Change of Name	13
9.4	Other Alterations	13
10.	MEETINGS OF SHAREHOLDERS	13
10.1	Annual General Meetings	13
10.2	Consent Resolution Instead of Meeting of Shareholders	13
10.3	Calling of Meetings of Shareholders	13
10.4	Notice for Meetings of Shareholders	13
10.5	A Notice of Resolution to Which Shareholders May Dissent	14
10.6	Record Date for Notice	14
10.7	Record Date for Voting	14
10.8	Failure to Give Notice and Waiver of Notice	14
10.9	Notice of Special Business at Meetings of Shareholders	14
10.10	Location of Meetings of Shareholders	15
11.	PROCEEDINGS AT MEETINGS OF SHAREHOLDERS	15
11.1	Special Business	15
11.2	Majority Required for a Special Resolution	15
11.3	Quorum	15
11.4	Other Persons May Attend	15
11.5	Requirement of Quorum	16
11.6	Lack of Quorum	16
11.7	Lack of Quorum at Succeeding Meeting	16
11.8	Chair	16
11.9	Selection of Alternate Chair	16
11.10	Adjournments	16
11.11	Notice of Adjourned Meeting	17
11.12	Decisions by Show of Hands, Verbal Statements, or Poll	17
11.13	Declaration of Result	17
11.14	Motion Need Not be Seconded	17
11.15	Casting Vote	17
11.16	Manner of Taking Poll	17
11.17	Demand for Poll on Adjournment	17
11.18	Chair Must Resolve Dispute	18
11.19	Casting of Votes	18
11.20	No Demand for Poll on Election of Chair	18
11.21	Demand for Poll Not to Prevent Continuance of Meeting	18
11.22	Retention of Ballots and Proxies	18

 

Page 2 of 40

 

 

12.	VOTES OF SHAREHOLDERS	18
12.1	Number of Votes by Shareholder or by Shares	18
12.2	Votes of Persons in Representative Capacity	18
12.3	Votes by Joint Holders	18
12.4	Legal Personal Representatives as Joint Shareholders	19
12.5	Representative of a Corporate Shareholder	19
12.6	Proxy Provisions Do Not Apply to All Companies	19
12.7	Appointment of Proxy Holders	19
12.8	Alternate Proxy Holders	19
12.9	When Proxy Holder Need Not Be Shareholder	20
12.10	Deposit of Proxy	20
12.11	Validity of Proxy Vote	20
12.12	Form of Proxy	20
12.13	Revocation of Proxy	21
12.14	Revocation of Proxy Must Be Signed	21
12.15	Production of Evidence of Authority to Vote	21
13.	DIRECTORS	21
13.1	First Directors; Number of Directors	21
13.2	Change in Number of Directors	22
13.3	Directors’ Acts Valid Despite Vacancy	22
13.4	Qualifications of Directors	22
13.5	Remuneration of Directors	22
13.6	Reimbursement of Expenses of Directors	22
13.7	Special Remuneration for Directors	22
13.8	Gratuity, Pension or Allowance on Retirement of Director	22
14.	ELECTION AND REMOVAL OF DIRECTORS	23
14.1	Election at Annual General Meeting	23
14.2	Consent to be a Director	23
14.3	Failure to Elect or Appoint Directors	23
14.4	Places of Retiring Directors Not Filled	23
14.5	Directors May Fill Casual Vacancies	24
14.6	Remaining Directors’ Power to Act	24
14.7	Shareholders May Fill Vacancies	24
14.8	Additional Directors	24
14.9	Ceasing to be a Director	24
14.10	Removal of Director by Shareholders	24
14.11	Removal of Director by Directors	25
14.12	Nominations Of Directors	25
15.	ALTERNATE DIRECTORS	27
15.1	Appointment of Alternate Director	27
15.2	Notice of Meetings	27
15.3	Alternate for More Than One Director Attending Meetings	27
15.4	Consent Resolutions	27
15.5	Alternate Director Not an Agent	28
15.6	Revocation of Appointment of Alternate Director	28
15.7	Ceasing to be an Alternate Director	28
15.8	Remuneration and Expenses of Alternate Director	28
16.	POWERS AND DUTIES OF DIRECTORS	28
16.1	Powers of Management	28
16.2	Appointment of Attorney of Company	28
16.3	Setting the Remuneration of Auditors	28

 

Page 3 of 40

 

 

17.	DISCLOSURE OF INTERESTS OF DIRECTORS AND OFFICERS	29
17.1	Obligation to Account for Profits	29
17.2	Restrictions on Voting by Reason of Interest	29
17.3	Interested Director Counted in Quorum	29
17.4	Disclosure of Conflict of Interest or Property	29
17.5	Director Holding Other Office in the Company	29
17.6	No Disqualification	29
17.7	Professional Services by Director or Officer	29
17.8	Director or Officer in Other Corporations	29
18.	PROCEEDINGS OF DIRECTORS	30
18.1	Meetings of Directors	30
18.2	Voting at Meetings	30
18.3	Chair of Meetings	30
18.4	Meetings by Telephone or Other Communications Medium	30
18.5	Calling of Meetings	30
18.6	Notice of Meetings	30
18.7	When Notice Not Required	31
18.8	Meeting Valid Despite Failure to Give Notice	31
18.9	Waiver of Notice of Meetings	31
18.10	Quorum	31
18.11	Validity of Acts Where Appointment Defective	31
18.12	Consent Resolutions in Writing	31
19.	EXECUTIVE AND OTHER COMMITTEES	32
19.1	Appointment and Powers of Executive Committee	32
19.2	Appointment and Powers of Other Committees	32
19.3	Obligations of Committees	32
19.4	Powers of Board	32
19.5	Committee Meetings	33
20.	OFFICERS	33
20.1	Directors May Appoint Officers	33
20.2	Functions, Duties and Powers of Officers	33
20.3	Qualifications	33
20.4	Remuneration and Terms of Appointment	33
21.	INDEMNIFICATION	33
21.1	Definitions	33
21.2	Mandatory Indemnification of Eligible Parties	34
21.3	Indemnification of Other Persons	34
21.4	Non-Compliance with Business Corporations Act	34
21.5	Company May Purchase Insurance	34

 

Page 4 of 40

 

 

22.	DIVIDENDS	35
22.1	Payment of Dividends Subject to Special Rights	35
22.2	Declaration of Dividends	35
22.3	No Notice Required	35
22.4	Record Date	35
22.5	Manner of Paying Dividend	35
22.6	Settlement of Difficulties	35
22.7	When Dividend Payable	35
22.8	Dividends to be Paid in Accordance with Number of Shares	35
22.9	Receipt by Joint Shareholders	35
22.10	Dividend Bears No Interest	36
22.11	Fractional Dividends	36
22.12	Payment of Dividends	36
22.13	Capitalization of Retained Earnings or Surplus	36
23.	DOCUMENTS, RECORDS AND REPORTS	36
23.1	Recording of Financial Affairs	36
23.2	Inspection of Accounting Records	36
24.	NOTICES	36
24.1	Method of Giving Notice	36
24.2	Deemed Receipt of Mailing	37
24.3	Certificate of Sending	37
24.4	Notice to Joint Shareholders	37
24.5	Notice to Legal Personal Representatives and Trustees	38
24.6	Undelivered Notices	38
25.	SEAL	38
25.1	Who May Attest Seal	38
25.2	Sealing Copies	38
25.3	Mechanical Reproduction of Seal	38
26.	MECHANICAL REPRODUCTIONS OF SIGNATURES	39
26.1	Instruments may be Mechanically Signed	39
26.2	Definitions of Instruments	39
27.	PROHIBITIONS	39
27.1	Definitions	39
27.2	Application	39
27.3	Consent Required for Transfer of Shares or Designated Securities	40
28.	SPECIAL RIGHTS AND RESTRICTIONS	40
28.1	Common Shares	40
28.2	Preferred Shares	40

 

Page 5 of 40

 

 

PROVINCE OF BRITISH COLUMBIA

 

Business Corporations Act

 

Articles of enCore Energy Corp.

(the “Company”)

 

1.

Interpretation

 

1.1

Definitions

 

In these Articles, unless the context otherwise requires:

 

(a)

“board of directors”, “directors” and “board” mean the directors or sole director of the Company for the time being;

 

(b)

“Business Corporations Act” means the Business Corporations Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;

 

(c)

“Interpretation Act” means the Interpretation Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;

 

(d)

“legal personal representative” means the personal or other legal representative of the shareholder;

 

(e)

“registered address” of a shareholder means the shareholder’s address as recorded in the central securities register;

 

(f)

“seal” means the seal of the Company, if any;

 

(g)

“solicitor of the Company” means any partner, associate or articled student of the law firm retained by the Company in respect of the matter in connection with which the term is used.

 

1.2

Business Corporations Act and Interpretation Act Definitions Applicable

 

The definitions in the Business Corporations Act and the definitions and rules of construction in the Interpretation Act, with the necessary changes, so far as applicable, and unless the context requires otherwise, apply to and form a part of these Articles. If there is a conflict between a definition in the Business Corporations Act and a definition or rule in the Interpretation Act relating to a term used in these Articles, the definition in the Business Corporations Act will prevail in relation to the use of the term in these Articles. If there is a conflict or inconsistency between these Articles and the Business Corporations Act, the Business Corporations Act will prevail.

 

2.

Shares and Share Certificates

 

2.1

Authorized Share Structure

 

The authorized share structure of the Company consists of shares of the class or classes and series, if any, described in the Notice of Articles of the Company.

 

2.2

Form of Share Certificate

 

Each share certificate issued by the Company shall be in such form as the directors may determine and approve and must comply with, and be signed as required by, the Business Corporations Act.

 

Page 6 of 40

 

 

2.3

Shareholder Entitled to Certificate or Acknowledgment

 

Shares may be issued without a share certificate or written acknowledgment. Upon request, however, each shareholder is entitled, without charge, to (a) one share certificate representing the shares of each class or series of shares registered in the shareholder’s name or (b) a non-transferable written acknowledgment of the shareholder’s right to obtain such a share certificate, provided that in respect of a share held jointly by several persons, the Company is not bound to issue more than one share certificate or acknowledgement and delivery of a share certificate or acknowledgement to one of several joint shareholders or to a duly authorized agent of one of the joint shareholders will be sufficient delivery to all.

 

2.4

Delivery by Mail

 

Any share certificate or non-transferable written acknowledgment of a shareholder’s right to obtain a share certificate may be sent to the shareholder by mail at the shareholder’s registered address and neither the Company nor any director, officer or agent of the Company is liable for any loss to the shareholder because the share certificate or acknowledgement is lost in the mail or stolen.

 

2.5

Replacement of Worn Out or Defaced Certificate or Acknowledgement

 

If the directors are satisfied that a share certificate or a non-transferable written acknowledgment of the shareholder’s right to obtain a share certificate is worn out or defaced, they must, on production to them of the share certificate or acknowledgment, as the case may be, and on such other terms, if any, as they think fit:

 

(a)

order the share certificate or acknowledgment, as the case may be, to be cancelled; and

 

(b)

issue a replacement share certificate or acknowledgment, as the case may be.

 

2.6

Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgment

 

If a share certificate or a non-transferable written acknowledgment of a shareholder’s right to obtain a share certificate is lost, stolen or destroyed, a replacement share certificate or acknowledgment, as the case may be, must be issued to the person entitled to that share certificate or acknowledgment, as the case may be, if the directors receive:

 

(a)

proof satisfactory to them that the share certificate or acknowledgment is lost, stolen or destroyed; and

 

(b)

any indemnity the directors consider adequate.

 

2.7

Splitting Share Certificates

 

If a shareholder surrenders a share certificate to the Company with a written request that the Company issue in the shareholder’s name two or more share certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the share certificate so surrendered, the Company must cancel the surrendered share certificate and issue replacement share certificates in accordance with that request.

 

2.8

Certificate Fee

 

There must be paid to the Company, in relation to the issue of any share certificate under Articles 2.5, 2.6 or 2.7, the amount, if any and which must not exceed the amount prescribed under the Business Corporations Act, determined by the directors.

 

2.9

Recognition of Trusts

 

Except as required by law or statute or these Articles, no person will be recognized by the Company as holding any share upon any trust, and the Company is not bound by or compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or fraction of a share or (except as required by law or statute or these Articles or as ordered by a court of competent jurisdiction) any other rights in respect of any share except an absolute right to the entirety thereof in the shareholder.

 

Page 7 of 40

 

 

3.

Issue of Shares

 

3.1

Directors Authorized

 

Subject to the Business Corporations Act and the rights, if any, of the holders of issued shares of the Company, the Company may issue, allot, sell or otherwise dispose of the unissued shares, and issued shares held by the Company, at the times, to the persons, including directors, in the manner, on the terms and conditions and for the issue prices (including any premium at which shares with par value may be issued) that the directors may determine. The issue price for a share with par value must be equal to or greater than the par value of the share.

 

3.2

Commissions and Discounts

 

The Company may at any time pay a reasonable commission or allow a reasonable discount to any person in consideration of that person purchasing or agreeing to purchase shares of the Company from the Company or any other person or procuring or agreeing to procure purchasers for shares of the Company.

 

3.3

Brokerage

 

The Company may pay such brokerage fee or other consideration as may be lawful for or in connection with the sale or placement of its securities.

 

3.4

Conditions of Issue

 

Except as provided for by the Business Corporations Act, no share may be issued until it is fully paid. A share is fully paid when:

 

(a)

consideration is provided to the Company for the issue of the share by one or more of the following:

 

(1)

past services performed for the Company;

 

(2)

property; or

 

(3)

money; and

 

(b)

the value of the consideration received by the Company equals or exceeds the issue price set for the share under Article 3.1.

 

3.5

Share Purchase Warrants and Rights

 

Subject to the Business Corporations Act, the Company may issue share purchase warrants, options and rights upon such terms and conditions as the directors determine, which share purchase warrants, options and rights may be issued alone or in conjunction with debentures, debenture stock, bonds, shares or any other securities issued or created by the Company from time to time.

 

4.

Share Registers

 

4.1

Central Securities Register

 

The Company must maintain a central securities register in accordance with the provisions of the Business Corporations Act. The directors may, subject to the Business Corporations Act, appoint an agent to maintain the central securities register. The directors may also appoint one or more agents, including the agent which keeps the central securities register, as transfer agent for its shares or any class or series of its shares, as the case may be, and the same or another agent as registrar for its shares or such class or series of its shares, as the case may be. The directors may terminate such appointment of any agent at any time and may appoint another agent in its place.

 

Page 8 of 40

 

 

4.2

Closing Register

 

The Company must not at any time close its central securities register.

 

5.

Share Transfers

 

5.1

Private Issuer Restrictions

 

The provisions of Article 27 shall apply to any proposed transfer of a share of the Company.

 

5.2

Registering Transfers where Certificate or Acknowledgement

 

A transfer of a share of the Company for which a share certificate has been issued or for which the shareholder has received a non-transferable written acknowledgment of the shareholder’s right to obtain a share certificate must not be registered unless the Company or the transfer agent or registrar for the class or series of share to be transferred has received:

 

(a)

an instrument of transfer, duly executed by the transferor or a duly authorized attorney of the transferor, in respect of the share;

 

(b)

if a share certificate has been issued by the Company in respect of the share to be transferred, that share certificate;

 

(c)

if a non-transferable written acknowledgment of the shareholder’s right to obtain a share certificate has been issued by the Company in respect of the share to be transferred, that acknowledgment; and

 

(d)

such other evidence, if any, as the directors or the transfer agent may require to prove the title of the transferor or his duly authorized attorney or the right to transfer the shares, and the right of the transferee to have the transfer registered.

 

5.3

Registering Transfers where no Certificate or Acknowledgement

 

A transfer of a share of the Company for which a share certificate has not been issued or for which the shareholder has not received a non-transferable written acknowledgment of the shareholder’s right to obtain a share certificate (for example, where shares are issued in book-only form), must not be registered unless the requirements for transfer as approved by the directors have been met.

 

5.4

Form of Instrument of Transfer

 

The instrument of transfer in respect of any share of the Company must be either in the form, if any, on the back of the Company’s share certificates or in any other form that may be approved by the directors from time to time.

 

5.5

Transferor Remains Shareholder

 

Except to the extent that the Business Corporations Act otherwise provides, the transferor of shares is deemed to remain the holder of the shares until the name of the transferee is entered in a securities register of the Company in respect of the transfer.

 

Page 9 of 40

 

 

5.6

Signing of Instrument of Transfer

 

If a shareholder, or his or her duly authorized attorney, signs an instrument of transfer in respect of shares registered in the name of the shareholder, the signed instrument of transfer constitutes a complete and sufficient authority to the Company and its directors, officers and agents to register the number of shares specified in the instrument of transfer or specified in any other manner, or, if no number is specified, all the shares represented by the share certificates or set out in the written acknowledgments deposited with the instrument of transfer:

 

(a)

in the name of the person named as transferee in that instrument of transfer; or

 

(b)

if no person is named as transferee in that instrument of transfer, in the name of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered.

 

5.7

Enquiry as to Title Not Required

 

Neither the Company nor any director, officer or agent of the Company is bound to inquire into the title of the person named in the instrument of transfer as transferee or, if no person is named as transferee in the instrument of transfer, of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered or is liable for any claim related to registering the transfer by the shareholder or by any intermediate owner or holder of the shares, of any interest in the shares, of any share certificate representing such shares or of any written acknowledgment of a right to obtain a share certificate for such shares.

 

5.8

Transfer Agent

 

The Company may appoint one or more trust companies or agents as its transfer agent for the purpose of issuing, countersigning, registering, transferring and certifying the shares and share certificates of the Company.

 

5.9

Transfer Fee

 

There must be paid to the Company, in relation to the registration of any transfer, the amount, if any, determined by the directors.

 

6.

Transmission of Shares

 

6.1

Legal Personal Representative Recognized on Death

 

In case of the death of a shareholder, the legal personal representative of the shareholder, in the case of shares registered in the shareholders’ name and the name of another person in joint tenancy, the surviving joint holder, will be the only person recognized by the Company as having any title to the shareholder’s interest in the shares. Before recognizing a person as a legal personal representative of a shareholder, the directors may require proof of appointment by a court of competent jurisdiction, a grant of letters probate, letters of administration or such other evidence or documents as the directors consider appropriate.

 

6.2

Rights of Legal Personal Representative

 

Subject to Article 6.1, on death or bankruptcy, the legal personal representative of a shareholder has the same rights, privileges and obligations that attach to the shares held by the shareholder, including the right to transfer the shares in accordance with these Articles, provided the documents required by the Business Corporations Act and the directors have been deposited with the Company.

 

6.3

Registration of Legal Personal Representative

 

Any person becoming entitled to a share in consequence of the death or bankruptcy of a shareholder shall, upon such documents and evidence being produced to the Company as the Business Corporations Act requires, or who becomes entitled to a share as a result of an order of a court of competent jurisdiction or a statute, has the right either to be registered as a shareholder in his representative capacity in respect of such share, or, if he is a personal representative, instead of being registered himself, to make such transfer of the share as the deceased or bankrupt person could have made; but the directors shall, as regards a transfer by a personal representative or trustee in bankruptcy, have the same right, if any, to decline or suspend registration of a transferee as they would have in the case of a transfer of a share by the deceased or bankrupt person before the death or bankruptcy.

 

Page 10 of 40

 

 

7.

Purchase and Redemption of Shares

 

7.1

Company Authorized to Purchase or Redeem Shares

 

Subject to Article 7.2, the special rights and restrictions attached to the shares of any class or series and the Business Corporations Act, the Company may, if authorized by the directors, purchase, redeem or otherwise acquire any of its shares at the price and upon the terms the directors determine. The Company may, by a resolution of directors, cancel any of its shares purchased by the Company, and upon the cancellation of such shares the number of issued shares shall be reduced accordingly.

 

7.2

Purchase When Insolvent

 

The Company must not make a payment or provide any other consideration to purchase, redeem or otherwise acquire any of its shares if there are reasonable grounds for believing that:

 

(a)

the Company is insolvent; or

 

(b)

making the payment or providing the consideration would render the Company insolvent.

 

7.3

Sale and Voting of Purchased Shares

 

If the Company retains a share purchased, redeemed or otherwise acquired by it, the Company may sell, gift or otherwise dispose of the share, but, while such share is held by the Company, it:

 

(a)

is not entitled to vote the share at a meeting of its shareholders;

 

(b)

must not pay a dividend in respect of the share; and

 

(c)

must not make any other distribution in respect of the share.

 

8.

Borrowing Powers

 

The Company, if authorized by the directors, may:

 

(a)

borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that they consider appropriate;

 

(b)

issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person and at such discounts or premiums and on such other terms as they consider appropriate;

 

(c)

guarantee the repayment of money by any other person or the performance of any obligation of any other person; and

 

(d)

mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of the Company.

 

Any bonds, debentures or other debt obligations of the Company may be issued at a discount, premium or otherwise, and with any special privileges as to redemption, surrender, drawings, allotment of or conversion into or exchange for shares or other securities, attending and voting at general meetings of the Company, appointment of directors or otherwise and may by their terms be assignable free from any equities between the Company and the person to whom they were issued or any subsequent holder thereof, all as the directors may determine.

 

Page 11 of 40

 

 

9.

Alterations

 

9.1

Alteration of Authorized Share Structure

 

Subject to Article 9.2 and the Business Corporations Act, the Company may:

 

(a)

either by directors’ resolution or by ordinary resolution, at the election of the directors in their sole discretion:

 

(1)

create one or more classes or series of shares or, if none of the shares of a class are allotted or issued, eliminate that class of shares;

 

(2)

increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue out of any class or series of shares or establish a maximum number of shares that the Company is authorized to issue out of any class or series of shares for which no maximum is established;

 

(3)

subdivide or consolidate all or any of its unissued, or fully paid issued, shares;

 

(4)

if the Company is authorized to issue shares of a class of shares with par value:

 

i

decrease the par value of those shares; or

 

ii

if none of the shares of that class of shares are allotted or issued, increase the par value of those shares;

 

(5)

change all or any of its unissued, or fully paid issued, shares with par value into shares without par value or any of its unissued shares without par value into shares with par value;

 

(6)

alter the identifying name of any of its shares;

 

(7)

otherwise alter its shares or authorized share structure when required or permitted to do so by the Business Corporations Act; or

 

(b)

by ordinary resolution otherwise alter its shares or authorized share structure;

 

and alter its Articles and Notice of Articles accordingly.

 

9.2

Special Rights and Restrictions

 

Subject to the Business Corporations Act, the Company may by ordinary resolution:

 

(a)

create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class or series of shares, whether or not any or all of those shares have been issued; or

 

(b)

by ordinary resolution vary or delete any special rights or restrictions attached to the shares of any class or series, whether or not any or all of those shares have been issued

 

and alter its Articles and Notice of Articles accordingly.

 

Page 12 of 40

 

 

9.3

Change of Name

 

The Company may by directors’ resolution or by ordinary resolution, in each case as determined by the directors, authorize an alteration of its Notice of Articles in order to change its name.

 

9.4

Other Alterations

 

The Company, save as otherwise provided by these Articles and subject to the Business Corporations Act, may:

 

(a)

by directors’ resolution or by ordinary resolution, in each case as determined by the directors, authorize alterations to the Articles that are procedural or administrative in nature or are matters that pursuant to these Articles are solely within the directors’ powers, control or authority; and

 

(b)

if the Business Corporations Act does not specify the type of resolution and these Articles do not specify another type of resolution, the Company may by ordinary resolution alter these Articles.

 

10.

Meetings of Shareholders

 

10.1

Annual General Meetings

 

Unless an annual general meeting is deferred or waived in accordance with the Business Corporations Act, the Company must hold its first annual general meeting within 18 months after the date on which it was incorporated or otherwise recognized, and thereafter must hold an annual general meeting at least once in each calendar year and not more than 15 months after the last annual reference date at such time and place as may be determined by the directors.

 

10.2

Consent Resolution Instead of Meeting of Shareholders

 

If all the shareholders who are entitled to vote at an annual general meeting consent by a unanimous resolution under the Business Corporations Act to all of the business that is required to be transacted at that annual general meeting, the annual general meeting is deemed to have been held on the date of the unanimous resolution. The shareholders must, in any unanimous resolution passed under this Article 10.2, select as the Company’s annual reference date a date that would be appropriate for the holding of the applicable annual general meeting.

 

10.3

Calling of Meetings of Shareholders

 

The directors may, whenever they think fit, call a meeting of shareholders.

 

10.4

Notice for Meetings of Shareholders

 

The Company must send notice of the date, time and location of any meeting of shareholders (including, without limitation, any notice specifying the intention to propose a resolution as an exceptional resolution, a special resolution or a special separate resolution and any notice of a general meeting, class meeting or series meeting or to consider approving the adoption of an amalgamation agreement, the approval of any amalgamation into a foreign jurisdiction or the approval of any arragement), in the manner provided in these Articles, or in such other manner, if any, as may be prescribed by directors’ resolution (whether previous notice of the resolution has been given or not), to each shareholder entitled to attend the meeting, to each director and to the auditor of the Company, unless these Articles otherwise provide, at least the following number of days before the meeting:

 

(a)

if and for so long as the Company is a public company, 21 days;

 

(b)

otherwise, 10 days.

 

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10.5

A Notice of Resolution to Which Shareholders May Dissent

 

The Company must send to each of its shareholders, whether or not their shares carry the right to vote, a notice of any meeting of shareholders at which a resolution entitling shareholders to dissent is to be considered specifying the date of the meeting and containing a statement advising of the right to send a notice of dissent and a copy of the proposed resolution at lease the following number of days before the meeting:

 

(a)

if and for so long as the Company is a public company, 21 days;

 

(b)

otherwise, 10 days.

 

10.6

Record Date for Notice

 

The directors may set a date as the record date for the purpose of determining shareholders entitled to notice of any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months. The record date must not precede the date on which the meeting is held by fewer than:

 

(a)

if and for so long as the Company is a public company, 21 days;

 

(b)

otherwise, 10 days.

 

If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

 

10.7

Record Date for Voting

 

The directors may set a date as the record date for the purpose of determining shareholders entitled to vote at any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months. If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

 

10.8

Failure to Give Notice and Waiver of Notice

 

The accidental omission to send notice of any meeting of shareholders to, or the non-receipt of any notice by, any of the persons entitled to notice does not invalidate any proceedings at that meeting. Any person entitled to notice of a meeting of shareholders may, in writing or otherwise, waive or reduce the period of notice of such meeting. Attendance of a person at a meeting of shareholders is a waiver of entitlement to notice of the meeting unless that person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

 

10.9

Notice of Special Business at Meetings of Shareholders

 

If a meeting of shareholders is to consider special business within the meaning of Article 11.1, the notice of meeting must:

 

(a)

state the general nature of the special business; and

 

(b)

if the special business includes considering, approving, ratifying, adopting or authorizing any document or the signing of or giving of effect to any document, have attached to it a copy of the document or state that a copy of the document will be available for inspection by shareholders:

 

(1)

at the Company’s records office, or at such other reasonably accessible location in British Columbia as is specified in the notice; and

 

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(2)

during statutory business hours on any one or more specified days before the day set for the holding of the meeting.

 

10.10

Location of Meetings of Shareholders

 

The Company will hold meetings of shareholders in British Columbia, subject to the directors, by resolution, approving a location for such meetings outside of British Columbia.

 

11.

Proceedings at Meetings of Shareholders

 

11.1

Special Business

 

At a meeting of shareholders, the following business is special business:

 

(a)

at a meeting of shareholders that is not an annual general meeting, all business is special business except business relating to the conduct of or voting at the meeting;

 

(b)

at an annual general meeting, all business is special business except for the following:

 

(1)

business relating to the conduct of or voting at the meeting;

 

(2)

consideration of any financial statements of the Company presented to the meeting;

 

(3)

consideration of any reports of the directors or auditor;

 

(4)

the setting or changing of the number of directors;

 

(5)

the election or appointment of directors;

 

(6)

the appointment of an auditor;

 

(7)

the setting of the remuneration of an auditor;

 

(8)

business arising out of a report of the directors not requiring the passing of a special resolution or an exceptional resolution;

 

(9)

any other business which, under these Articles or the Business Corporations Act, may be transacted at a meeting of shareholders without prior notice of the business being given to the shareholders.

 

11.2

Majority Required for a Special Resolution

 

The majority of votes required for the Company to pass a special resolution at a general meeting of shareholders is two-thirds of the votes cast on the resolution.

 

11.3

Quorum

 

Subject to the special rights and restrictions attached to the shares of any class or series of shares, the quorum for the transaction of business at a meeting of shareholders is one person who is a shareholder, or who is otherwise permitted to vote shares of the Company at a meeting of shareholders pursuant to these articles, present in person or by proxy.

 

11.4

Other Persons May Attend

 

The directors, the president (if any), the secretary (if any), the assistant secretary (if any), any solicitor for the Company, the auditor of the Company and any other persons invited by the directors are entitled to attend any meeting of shareholders, but if any of those persons does attend a meeting of shareholders, that person is not to be counted in the quorum and is not entitled to vote at the meeting unless that person is a shareholder or proxy holder entitled to vote at the meeting.

 

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11.5

Requirement of Quorum

 

No business, other than the election of a chair of the meeting and the adjournment of the meeting, may be transacted at any meeting of shareholders unless a quorum of shareholders entitled to vote is present at the commencement of the meeting, but such quorum need not be present throughout the meeting.

 

11.6

Lack of Quorum

 

If, within one-half hour from the time set for the holding of a meeting of shareholders, a quorum is not present:

 

(a)

in the case of a general meeting requisitioned by shareholders, the meeting is dissolved, and

 

(b)

in the case of any other meeting of shareholders, the meeting stands adjourned to the same day in the next week at the same time and place.

 

11.7

Lack of Quorum at Succeeding Meeting

 

If, at the meeting to which the meeting referred to in Article 11.6(b) was adjourned, a quorum is not present within one-half hour from the time set for the holding of the meeting, the person or persons present and being, or representing by proxy, one or more shareholders entitled to attend and vote at the meeting constitute a quorum.

 

11.8

Chair

 

The following individuals are entitled to preside as chair at a meeting of shareholders:

 

(a)

the chair of the board, if any; or

 

(b)

if no chair of the board exists or is present and willing to act as chair of the meeting, the president of the Company; or

 

(c)

if the chair of the board, and the president of the Company are absent or unwilling to act as chair of the meeting, the solicitor of the Company.

 

11.9

Selection of Alternate Chair

 

If, at any meeting of shareholders, there is no chair of the board or president present within 15 minutes after the time set for holding the meeting, or if the chair of the board and the president are unwilling to act as chair of the meeting, or if the chair of the board and the president have advised the secretary, if any, or any director present at the meeting, that they will not be present at the meeting, and the solicitor of the Company is absent or unwilling to act as chair of the meeting, the directors present must choose one of their number to be chair of the meeting or if all of the directors present decline to take the chair or fail to so choose or if no director is present, the shareholders entitled to vote at the meeting who are present in person or by proxy may choose any person present at the meeting to chair the meeting.

 

11.10

Adjournments

 

The chair of a meeting of shareholders may, and if so directed by the meeting must, adjourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

 

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11.11

Notice of Adjourned Meeting

 

It is not necessary to give any notice of an adjourned meeting of shareholders or of the business to be transacted at an adjourned meeting of shareholders except that, when a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.

 

11.12

Decisions by Show of Hands, Verbal Statements, or Poll

 

Subject to the Business Corporations Act, every motion put to a vote at a meeting of shareholders will be decided on a show of hands unless a poll, before or on the declaration of the result of the vote by show of hands, is directed by the chair or demanded by at least one shareholder entitled to vote who is present in person or by proxy. In determining the result of a vote by show of hands, shareholders present by telephone or other communications medium in which all shareholders and proxy holders entitled to attend and participate in voting at the meeting are able to communicate with each other, may indicate their vote verbally or, otherwise in such manner as clearly evidences their vote and is accepted by the chair of the meeting.

 

11.13

Declaration of Result

 

The chair of a meeting of shareholders must declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, as the case may be, and that decision must be entered in the minutes of the meeting. A declaration of the chair that a resolution is carried by the necessary majority or is defeated is, unless a poll is directed by the chair or demanded under Article 11.12, conclusive evidence without proof of the number or proportion of the votes recorded in favour of or against the resolution.

 

11.14

Motion Need Not be Seconded

 

No motion proposed at a meeting of shareholders need be seconded unless the chair of the meeting rules otherwise, and the chair of any meeting of shareholders is entitled to propose or second a motion.

 

11.15

Casting Vote

 

In case of an equality of votes either on a show of hands or on a poll, the chair of a meeting of shareholders will not have a second or casting vote in addition to the vote or votes to which the chair may be entitled as a shareholder.

 

11.16

Manner of Taking Poll

 

Subject to Article 11.18, if a poll is duly demanded at a meeting of shareholders:

 

(a)

the poll must be taken:

 

(1)

at the meeting, or within seven days after the date of the meeting, as the chair of the meeting directs; and

 

(2)

in the manner, at the time and at the place that the chair of the meeting directs;

 

(b)

the result of the poll is deemed to be the decision of the meeting at which the poll is demanded; and

 

(c)

the demand for the poll may be withdrawn by the person who demanded it.

 

11.17

Demand for Poll on Adjournment

 

A poll demanded at a meeting of shareholders on a question of adjournment must be taken immediately at the meeting.

 

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11.18

Chair Must Resolve Dispute

 

In the case of any dispute as to the admission or rejection of a vote given on a poll, the chair of the meeting must determine the dispute, and his or her determination made in good faith is final and conclusive.

 

11.19

Casting of Votes

 

On a poll, a shareholder entitled to more than one vote need not cast all the votes in the same way.

 

11.20

No Demand for Poll on Election of Chair

 

No poll may be demanded in respect of the vote by which a chair of a meeting of shareholders is elected.

 

11.21

Demand for Poll Not to Prevent Continuance of Meeting

 

The demand for a poll at a meeting of shareholders does not, unless the chair of the meeting so rules, prevent the continuation of a meeting for the transaction of any business other than the question on which a poll has been demanded.

 

11.22

Retention of Ballots and Proxies

 

The Company must, for at least three months after a meeting of shareholders, keep each ballot cast on a poll and each proxy voted at the meeting, and, during that period, make them available for inspection during normal business hours by any shareholder or proxyholder entitled to vote at the meeting. At the end of such three month period, the Company may destroy such ballots and proxies.

 

12.

Votes of Shareholders

 

12.1

Number of Votes by Shareholder or by Shares

 

Subject to any special rights or restrictions attached to any shares and to the restrictions imposed on joint shareholders under Article 12.3:

 

(a)

on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to vote on the matter has one vote; and

 

(b)

on a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder and may exercise that vote either in person or by proxy.

 

12.2

Votes of Persons in Representative Capacity

 

A person who is not a shareholder may vote at a meeting of shareholders, whether on a show of hands or on a poll, and may appoint a proxy holder to act at the meeting, if, before doing so, the person satisfies the chair of the meeting, or the directors, that the person is a legal personal representative or a trustee in bankruptcy for a shareholder who is entitled to vote at the meeting.

 

12.3

Votes by Joint Holders

 

If there are joint shareholders registered in respect of any share:

 

(a)

any one of the joint shareholders may vote at any meeting of shareholders, either personally or by proxy, in respect of the share as if that joint shareholder were solely entitled to it; or

 

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(b)

if more than one of the joint shareholders is present at any meeting of shareholders, personally or by proxy, and more than one of them votes in respect of that share, then only the vote of the joint shareholder present whose name stands first on the central securities register in respect of the share will be counted.

 

12.4

Legal Personal Representatives as Joint Shareholders

 

Two or more legal personal representatives of a shareholder in whose sole name any share is registered are, for the purposes of Article 12.3, deemed to be joint shareholders registered in respect of that share.

 

12.5

Representative of a Corporate Shareholder

 

If a corporation, that is not a subsidiary of the Company, is a shareholder, that corporation may appoint a person to act as its representative at any meeting of shareholders of the Company, and:

 

(a)

for that purpose, the instrument appointing a representative must:

 

(1)

be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice for the receipt of proxies, or if no number of days is specified, two business days before the day set for the holding of the meeting; or

 

(2)

be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting;

 

(b)

if a representative is appointed under this Article 12.5:

 

(1)

the representative is entitled to exercise in respect of and at that meeting the same rights on behalf of the corporation that the representative represents as that corporation could exercise if it were a shareholder who is an individual, including, without limitation, the right to appoint a proxy holder; and

 

(2)

the representative, if present at the meeting, is to be counted for the purpose of forming a quorum and is deemed to be a shareholder present in person at the meeting.

 

Evidence of the appointment of any such representative may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.

 

12.6

Proxy Provisions Do Not Apply to All Companies

 

Articles 12.7 to 12.15 do not apply to the Company if and for so long as it is a public company or a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply.

 

12.7

Appointment of Proxy Holders

 

Every shareholder of the Company, including a corporation that is a shareholder but not a subsidiary of the Company, entitled to vote at a meeting of shareholders may, by proxy, appoint one or more (but not more than five) proxy holders to attend and act at the meeting in the manner, to the extent and with the powers conferred by the proxy.

 

12.8

Alternate Proxy Holders

 

A shareholder may appoint one or more alternate proxy holders to act in the place of an absent proxy holder.

 

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12.9

When Proxy Holder Need Not Be Shareholder

 

A person must not be appointed as a proxy holder unless:

 

(a)

the person is a shareholder, although a person who is not a shareholder may be appointed as a proxy holder if:

 

(1)

the person appointing the proxy holder is a company or a representative of a company appointed under Article 12.5;

 

(2)

the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder entitled to vote at the meeting; or

 

(3)

the shareholders present in person or by proxy at and entitled to vote at the meeting for which the proxy holder is to be appointed, by a resolution on which the proxy holder is not entitled to vote but in respect of which the proxy holder is to be counted in the quorum, permit the proxy holder to attend and vote at the meeting; or

 

(b)

the person is a director, officer or the solicitor of the Company.

 

12.10

Deposit of Proxy

 

A proxy for a meeting of shareholders must:

 

(a)

be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice, or if no number of days is specified, two business days before the day set for the holding of the meeting; or

 

(b)

unless the notice provides otherwise, be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting.

 

A proxy may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.

 

12.11

Validity of Proxy Vote

 

A vote given in accordance with the terms of a proxy is valid notwithstanding the death or incapacity of the shareholder giving the proxy and despite the revocation of the proxy or the revocation of the authority under which the proxy is given, unless notice in writing of that death, incapacity or revocation is received:

 

(a)

at the registered office of the Company, at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or

 

(b)

by the chair of the meeting, before the vote is taken.

 

12.12

Form of Proxy

 

A proxy, whether for a specified meeting or otherwise, must be either in the following form or in any other form approved by the directors or the chair of the meeting:

 

[name of company]

(the “Company”)

 

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The undersigned, being a shareholder of the Company, hereby appoints [name] or, failing that person, [name], as proxy holder for the undersigned to attend, act and vote for and on behalf of the undersigned at the meeting of shareholders of the Company to be held on [month, day, year] and at any adjournment of that meeting.

 

Number of shares in respect of which this proxy is given (if no number is specified, then this proxy if given in respect of all shares registered in the name of the shareholder): _______________________

 

	Signed [month, day, year]
	_____________________
	[Signature of shareholder]
	_____________________
	[Name of shareholder—printed]

 

12.13

Revocation of Proxy

 

Subject to Article 12.14, every proxy may be revoked by an instrument in writing that is:

 

(a)

received at the registered office of the Company at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or

 

(b)

provided, at the meeting, to the chair of the meeting.

 

12.14

Revocation of Proxy Must Be Signed

 

An instrument referred to in Article 12.13 must be signed as follows:

 

(a)

if the shareholder for whom the proxy holder is appointed is an individual, the instrument must be signed by the shareholder or his or her legal personal representative or trustee in bankruptcy;

 

(b)

if the shareholder for whom the proxy holder is appointed is a corporation, the instrument must be signed by the corporation or by a representative appointed for the corporation under Article 12.5.

 

12.15

Production of Evidence of Authority to Vote

 

The chair of any meeting of shareholders may, but need not, inquire into the authority of any person to vote at the meeting and may, but need not, demand from that person production of evidence as to the existence of the authority to vote.

 

13.

Directors

 

13.1

First Directors; Number of Directors

 

If the Company is not a pre-existing company under the Business Corporations Act, the first directors are the persons designated as directors of the Company in the Notice of Articles that applies to the Company when it is recognized under the Business Corporations Act. The number of directors, excluding additional directors appointed under Article 14.8, is set at:

 

(a)

subject to paragraphs (b) and (c), the number of directors that is equal to the number of the Company’s first directors if applicable;

 

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(b)

if the Company is a public company, the greater of three and the most recently set of:

 

	(1)	the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and
	(2)	the number of directors set under Article 14.4;

 

(c)

if the Company is not a public company, the most recently set of:

 

	(1)	the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and
	(2)	the number of directors set under Article 14.4.

 

13.2

Change in Number of Directors

 

If the number of directors is set under Articles 13.1(b)(1) or 13.1(c)(1):

 

	(a)	the shareholders may contemporaneously elect or appoint the directors up to that number; and
	(b)	subject to Article 14.8, if the shareholders do not contemporaneously elect or appoint the number of directors set resulting in vacancies, then the directors may appoint, or failing which the shareholders may elect or appoint, directors to fill those vacancies.

 

13.3

Directors’ Acts Valid Despite Vacancy

 

An act or proceeding of the directors is not invalid merely because fewer than the number of directors set or otherwise required under these Articles is in office.

 

13.4

Qualifications of Directors

 

A director is not required to hold a share in the capital of the Company as qualification for his or her office but must be qualified as required by the Business Corporations Act to become, act or continue to act as a director.

 

13.5

Remuneration of Directors

 

The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine. If the directors so decide, the remuneration of the directors, if any, will be determined by the shareholders. That remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such, who is also a director.

 

13.6

Reimbursement of Expenses of Directors

 

The Company must reimburse each director for the reasonable expenses that he or she may incur in and about the business of the Company.

 

13.7

Special Remuneration for Directors

 

If any director performs any professional or other services for the Company that in the opinion of the directors are outside the ordinary duties of a director, or if any director is otherwise specially occupied in or about the Company’s business, he or she may be paid remuneration fixed by the directors, or, at the option of that director, fixed by ordinary resolution, and such remuneration may be either in addition to, or in substitution for, any other remuneration that he or she may be entitled to receive.

 

13.8

Gratuity, Pension or Allowance on Retirement of Director

 

Unless otherwise determined by ordinary resolution, the directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any director who has held any salaried office or place of profit with the Company or to his or her spouse or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

 

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14.

Election and Removal of Directors

 

14.1

Election at Annual General Meeting

 

At every annual general meeting and in every unanimous resolution contemplated by Article 10.2:

 

(a)

the shareholders entitled to vote at the annual general meeting for the election of directors must elect, or in the unanimous resolution appoint, a board of directors consisting of the number of directors set under these Articles from time to time; and

 

(b)

all the directors cease to hold office immediately before the election or appointment of directors under paragraph (a), but are eligible for re-election or re-appointment.

 

14.2

Consent to be a Director

 

No election, appointment or designation of an individual as a director is valid unless:

 

(a)

that individual consents to be a director in the manner provided for in the Business Corporations Act;

 

(b)

that individual is elected or appointed at a meeting at which the individual is present and the individual does not refuse, at the meeting, to be a director; or

 

(c)

with respect to first directors, the designation is otherwise valid under the Business Corporations Act.

 

14.3

Failure to Elect or Appoint Directors

 

If:

 

(a)

the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.2, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act; or

 

(b)

the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.2, to elect or appoint any directors;

 

then each director then in office continues to hold office until the earlier of:

 

(a)

when his or her successor is elected or appointed; and

 

(b)

when he or she otherwise ceases to hold office under the Business Corporations Act or these Articles.

 

14.4

Places of Retiring Directors Not Filled

 

If, at any meeting of shareholders at which there should be an election of directors, the places of any of the retiring directors are not filled by that election, those retiring directors who are not re-elected and who are asked by the newly elected directors to continue in office will, if willing to do so, continue in office to complete the number of directors for the time being set pursuant to these Articles until further new directors are elected at a meeting of shareholders convened for that purpose. If any such election or continuance of directors does not result in the election or continuance of the number of directors for the time being set pursuant to these Articles, the number of directors of the Company is deemed to be set at the number of directors actually elected or continued in office.

 

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14.5

Directors May Fill Casual Vacancies

 

Any casual vacancy occurring in the board of directors may be filled by the directors.

 

14.6

Remaining Directors’ Power to Act

 

The directors may act notwithstanding any vacancy in the board of directors, but if the Company has fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the directors may only act for the purpose of appointing directors up to that number or of calling a meeting of shareholders for the purpose of filling any vacancies on the board of directors or, subject to the Business Corporations Act, for any other purpose.

 

14.7

Shareholders May Fill Vacancies

 

If the Company has no directors or fewer directors in office than the number set pursuant to these Articles as the quorum of directors, then failing the filling of any vacancies as set forth in Article 14.6, the shareholders may elect or appoint directors to fill any vacancies on the board of directors.

 

14.8

Additional Directors

 

Notwithstanding Articles 13.1 and 13.2, between annual general meetings or resolutions contemplated by Article 10.2, the directors may appoint one or more additional directors, but the number of additional directors appointed under this Article 14.8 must not at any time exceed:

 

	(a)	one-third of the number of first directors, if, at the time of the appointments, one or more of the first directors have not yet completed their first term of office; or
	(b)	in any other case, one-third of the number of the current directors who were elected or appointed as directors other than under this Article 14.8.

 

Any director so appointed ceases to hold office immediately before the next election or appointment of directors under Article 14.1(1), but is eligible for re-election or re-appointment.

 

14.9

Ceasing to be a Director

 

A director ceases to be a director when:

 

(a)

the term of office of the director expires;

 

(b)

the director dies;

 

	(c)	the director resigns as a director by notice in writing provided to the Company or a solicitor for the Company; or
	(d)	the director is removed from office pursuant to Articles 14.10 or 14.11.

 

14.10

Removal of Director by Shareholders

 

The Company may remove any director before the expiration of his or her term of office by special resolution. In that event, the shareholders may elect, or appoint by ordinary resolution, a director to fill the resulting vacancy. If the shareholders do not elect or appoint a director to fill the resulting vacancy contemporaneously with the removal, then the directors may appoint or the shareholders may elect, or appoint by ordinary resolution, a director to fill that vacancy.

 

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14.11

Removal of Director by Directors

 

The directors may remove any director before the expiration of his or her term of office if the director is convicted of an indictable offence, or if the director ceases to be qualified to act as a director of a company and does not promptly resign, and the directors may appoint a director to fill the resulting vacancy.

 

14.12

Nominations Of Directors

 

(a)

This Article 14.12 only applies to the Company if and for so long as it is a public company.

 

(b)

Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Company. Nominations of persons for election to the board may be made at any annual meeting of shareholders, or at any special meeting of shareholders if one of the purposes for which the special meeting was called was the election of directors:

 

(1)

by or at the direction of the board, including pursuant to a notice of meeting;

 

(2)

by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of the Business Corporations Act, or a requisition of the shareholders made in accordance with the provisions of the Business Corporations Act; or

 

(3)

by any person who:

 

(i)

at the close of business on the date of the giving of the notice provided for in this Article 14.12 and on the record date for notice of such meeting, is entered in the securities register as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns one or more shares that are entitled to be voted at such meeting; and

 

(ii)

complies with the notice procedures set forth below in this Article 14.12, (a “Nominating Shareholder”).

 

(c)

In addition to any other applicable requirements, for a nomination to be made by a Nominating Shareholder, the Nominating Shareholder must have given timely notice thereof in proper written form to the secretary of the Company, if any, or such other officer of the Company acting in that capacity, at the principal executive offices of the Company.

 

(d)

To be timely, a Nominating Shareholder’s notice under Article 14.12(c) must be made:

 

(1)

in the case of an annual meeting of shareholders, not less than 30 nor more than 65 days prior to the date of the annual meeting of shareholders, provided that (i) if the Company chooses to use notice and access to deliver meeting materials, the time frame will be not less than 40 and no more than 65 days; and (ii) if the annual meeting of shareholders is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the meeting was made (the “Notice Date”), notice by the Nominating Shareholder may be made not later than the close of business on the tenth (10th) day following the Notice Date; and

 

(2)

in the case of a special meeting of shareholders which is not also an annual meeting, and is called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the fifteenth (15th) day following the Notice Date.

 

In no event shall any adjournment or postponement of a meeting of shareholders, or the announcement of an adjournment or postponement, commence a new time period for the giving of a Nominating Shareholder’s notice as described above.

 

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(e)

To be in proper written form, a Nominating Shareholder’s notice under Article 14.12(c) must set forth:

 

(1)

for each person whom the Nominating Shareholder proposes to nominate for election as a director:

 

(i)

the name, age, business address and residential address of the person;

 

(ii)

the principal occupation or employment of the person;

 

(iii)

the class or series and number of shares in the capital of the Company which are controlled or which are owned beneficially or of record by the person as of the date of the notice and as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred); and

 

(iv)

any other information relating to the person that would be required to be disclosed in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Business Corporations Act and Applicable Securities Laws (as defined below); and

 

(2)

for the Nominating Shareholder giving the notice, any proxy, contract, arrangement, understanding or relationship pursuant to which such Nominating Shareholder has a right to vote any shares of the Company and any other information relating to such Nominating Shareholder that would be required to be made in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Business Corporations Act and Applicable Securities Laws (as defined below).

 

(f)

The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as an independent director of the Company or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such proposed nominee.

 

(g)

No person shall be eligible for election as a director of the Company unless nominated in accordance with the provisions of this Article 14.12, provided, however, that nothing in this Article 14.12 shall be deemed to preclude discussion by a shareholder at a meeting of shareholders of any matter, other than the nomination of directors, in respect of which the shareholder would have been entitled to submit a proposal pursuant to the provisions of the Business Corporations Act. The chair of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in this Article 14.12 and, if any proposed nomination is not in compliance with this Article 14.12, to declare that such defective nomination shall be disregarded.

 

(h)

For purposes of this Article 14.12:

 

(1)

“public announcement” shall mean disclosure in:

 

(i)

a press release reported by a national news service in Canada; or

 

(ii)

a document publicly filed by the Company under its profile on the System of Electronic Document Analysis and Retrieval (SEDAR), or such other electronic disclosure service as the Company is required to utilize for the filing of continuous disclosure documents pursuant to Applicable Securities Laws; and

 

(2)

“Applicable Securities Laws” means the applicable securities legislation of each relevant province and territory of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such legislation, and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commission and similar regulatory authority of each province and territory of Canada.

 

(i)

Notice given under Article 14.12(c) may only be given by personal delivery, facsimile transmission or email, and shall be deemed to have been given and made at the time it is sent to the secretary of the Company, if any, or such other officer of the Company acting in that capacity, by:

 

(1)

personal delivery to the address of the principal executive offices of the Company;

 

(2)

facsimile transmission, at such facsimile number as stipulated from time to time for the purposes of this notice by the secretary of the Company, if any, or such other officer of the Company acting in that capacity, and provided that receipt of confirmation of such transmission has been received; or

 

Page 26 of 40

 

 

(3)

email, at such email address as stipulated from time to time for the purposes of this notice by the secretary of the Company, if any, or such other officer of the Company acting in that capacity, and provided that receipt of confirmation of such transmission has been received.

 

If such delivery or electronic communication is made on a day which is a not a business day in Vancouver, British Columbia, or later than 5:00 p.m. (Vancouver time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the subsequent day that is a business day.

 

(j)

Notwithstanding any other provision of this Article 14.12, the board may, in its sole discretion, waive any requirement of this Article 14.12.

 

15.

Alternate Directors

 

15.1

Appointment of Alternate Director

 

Any director (an “appointor”) may by notice in writing received by the Company appoint any person (an “appointee”) who is qualified to act as a director to be his or her alternate to act in his or her place at meetings of the directors or committees of the directors at which the appointor is not present unless (in the case of an appointee who is not a director) the directors have reasonably disapproved the appointment of such person as an alternate director and have given notice to that effect to his or her appointor within a reasonable time after the notice of appointment is received by the Company.

 

15.2

Notice of Meetings

 

Every alternate director so appointed is entitled to notice of meetings of the directors and of committees of the directors of which his or her appointor is a member and to attend and vote as a director at any such meetings at which his or her appointor is not present.

 

15.3

Alternate for More Than One Director Attending Meetings

 

A person may be appointed as an alternate director by more than one director, and an alternate director:

 

	(a)	will be counted in determining the quorum for a meeting of directors once for each of his or her appointors and, in the case of an appointee who is also a director, once more in that capacity;
	(b)	has a separate vote at a meeting of directors for each of his or her appointors and, in the case of an appointee who is also a director, an additional vote in that capacity;
	(c)	will be counted in determining the quorum for a meeting of a committee of directors once for each of his or her appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, once more in that capacity;
	(d)	has a separate vote at a meeting of a committee of directors for each of his or her appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, an additional vote in that capacity.

 

15.4

Consent Resolutions

 

Every alternate director, if authorized by the notice appointing him or her, may sign in place of his or her appointor any resolutions to be consented to in writing.

 

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15.5

Alternate Director Not an Agent

 

Every alternate director is deemed not to be the agent of his or her appointor.

 

15.6

Revocation of Appointment of Alternate Director

 

An appointor may at any time, by notice in writing received by the Company, revoke the appointment of an alternate director appointed by him or her.

 

15.7

Ceasing to be an Alternate Director

 

The appointment of an alternate director ceases when:

 

(a)

his or her appointor ceases to be a director and is not promptly re-elected or re-appointed;

 

(b)

the alternate director dies;

 

	(c)	the alternate director resigns as an alternate director by notice in writing provided to the Company or a solicitor for the Company;
	(d)	the alternate director ceases to be qualified to act as a director; or

 

(e)

his or her appointor revokes the appointment of the alternate director.

 

15.8

Remuneration and Expenses of Alternate Director

 

The Company may reimburse an alternate director for the reasonable expenses that would be properly reimbursed if he or she were a director, and the alternate director is entitled to receive from the Company such proportion, if any, of the remuneration otherwise payable to the appointor as the appointor may from time to time direct.

 

16.

Powers and Duties of Directors

 

16.1

Powers of Management

 

The directors must, subject to the Business Corporations Act and these Articles, manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers of the Company as are not, by the Business Corporations Act or by these Articles, required to be exercised by the shareholders of the Company.

 

16.2

Appointment of Attorney of Company

 

The directors may from time to time, by power of attorney or other instrument, under seal if so required by law, appoint any person to be the attorney of the Company for such purposes, and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these Articles and excepting the power to fill vacancies in the board of directors, to remove a director, to change the membership of, or fill vacancies in, any committee of the directors, to appoint or remove officers appointed by the directors and to declare dividends) and for such period, and with such remuneration and subject to such conditions as the directors may think fit. Any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorney as the directors think fit. Any such attorney may be authorized by the directors to sub-delegate all or any of the powers, authorities and discretions for the time being vested in him or her.

 

16.3

Setting the Remuneration of Auditors

 

The directors may from time to time set the remuneration of the auditors of the Company.

 

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17.

Disclosure of Interests of Directors and Officers

 

17.1

Obligation to Account for Profits

 

A director or senior officer who holds a disclosable interest (as that term is used in the Business Corporations Act) in a contract or transaction into which the Company has entered or proposes to enter is liable to account to the Company for any profit that accrues to the director or senior officer under or as a result of the contract or transaction only if and to the extent provided in the Business Corporations Act.

 

17.2

Restrictions on Voting by Reason of Interest

 

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter is not entitled to vote on any directors’ resolution to approve that contract or transaction, unless all the directors have a disclosable interest in that contract or transaction, in which case any or all of those directors may vote on such resolution.

 

17.3

Interested Director Counted in Quorum

 

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter and who is present at the meeting of directors at which the contract or transaction is considered for approval may be counted in the quorum at the meeting whether or not the director votes on any or all of the resolutions considered at the meeting.

 

17.4

Disclosure of Conflict of Interest or Property

 

A director or senior officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual’s duty or interest as a director or senior officer, must disclose the nature and extent of the conflict as required by the Business Corporations Act.

 

17.5

Director Holding Other Office in the Company

 

A director may hold any office or place of profit with the Company, other than the office of auditor of the Company, in addition to his or her office of director for the period and on the terms (as to remuneration or otherwise) that the directors may determine.

 

17.6

No Disqualification

 

No director or intended director is disqualified by his or her office from contracting with the Company either with regard to the holding of any office or place of profit the director holds with the Company or as vendor, purchaser or otherwise, and no contract or transaction entered into by or on behalf of the Company in which a director is in any way interested is liable to be voided for that reason.

 

17.7

Professional Services by Director or Officer

 

Subject to the Business Corporations Act, a director or officer, or any person in which a director or officer has an interest, may act in a professional capacity for the Company, except as auditor of the Company, and the director or officer or such person is entitled to remuneration for professional services as if that director or officer were not a director or officer.

 

17.8

Director or Officer in Other Corporations

 

A director or officer may be or become a director, officer or employee of, or otherwise interested in, any person in which the Company may be interested as a shareholder or otherwise, and, subject to the Business Corporations Act, the director or officer is not accountable to the Company for any remuneration or other benefits received by him or her as director, officer or employee of, or from his or her interest in, such other person.

 

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18.

Proceedings of Directors

 

18.1

Meetings of Directors

 

The directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as they think fit, and meetings of the directors held at regular intervals may be held at the place, at the time and on the notice, if any, as the directors may from time to time determine.

 

18.2

Voting at Meetings

 

Questions arising at any meeting of directors are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the meeting does not have a second or casting vote.

 

18.3

Chair of Meetings

 

The following individual is entitled to preside as chair at a meeting of directors:

 

(a)

the chair of the board, if any;

 

(b)

in the absence of the chair of the board, the president, if any, if the president is a director; or

 

(c)

any other director chosen by the directors if:

 

	(1)	neither the chair of the board nor the president, if a director, is present at the meeting within 15 minutes after the time set for holding the meeting;
	(2)	neither the chair of the board nor the president, if a director, is willing to chair the meeting; or
	(3)	the chair of the board and the president, if a director, have advised the secretary, if any, or any other director, that they will not be present at the meeting.

 

18.4

Meetings by Telephone or Other Communications Medium

 

A director may participate in a meeting of the directors or of any committee of the directors:

 

(a)

in person;

 

(b)

by telephone; or

 

(c)

with the consent of all directors, by other communications medium;

 

if all directors participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other. A director who participates in a meeting in a manner contemplated by this Article 18.4 is deemed for all purposes of the Business Corporations Act and these Articles to be present at the meeting and to have agreed to participate in that manner.

 

18.5

Calling of Meetings

 

A director may, and the president, secretary or an assistant secretary of the Company, if any, on the request of a director must, call a meeting of the directors at any time.

 

18.6

Notice of Meetings

 

Other than for meetings held at regular intervals as determined by the directors pursuant to Article 18.1, reasonable notice of each meeting of the directors, specifying the place, day and time of that meeting must be given to each of the directors and the alternate directors by any method set out in Article 24.1 or orally or by telephone.

 

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18.7

When Notice Not Required

 

It is not necessary to give notice of a meeting of the directors to a director or an alternate director if:

 

	(a)	the meeting is to be held immediately following a meeting of shareholders at which that director was elected or appointed, or is the meeting of the directors at which that director is appointed; or
	(b)	the director or alternate director, as the case may be, has waived notice of the meeting.

 

18.8

Meeting Valid Despite Failure to Give Notice

 

The accidental omission to give notice of any meeting of directors to, or the non-receipt of any notice by, any director or alternate director, does not invalidate any proceedings at that meeting.

 

18.9

Waiver of Notice of Meetings

 

Any director or alternate director may send to the Company a document signed by him or her waiving notice of any past, present or future meeting or meetings of the directors and may at any time withdraw that waiver with respect to meetings held after that withdrawal. After sending a waiver with respect to all future meetings and until that waiver is withdrawn, no notice of any meeting of the directors need be given to that director and, unless the director otherwise requires by notice in writing to the Company, to his or her alternate director, and all meetings of the directors so held are deemed not to be improperly called or constituted by reason of notice not having been given to such director or alternate director. Attendance of a director or alternate director is a waiver of notice of the meeting unless that director or alternate director attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

 

18.10

Quorum

 

The quorum necessary for the transaction of the business of the directors may be set by the directors and, if not so set, is no less than half of the directors then in office or, if the number of directors is set at one, is deemed to be set at one director, and that director may constitute a meeting.

 

18.11

Validity of Acts Where Appointment Defective

 

Subject to the Business Corporations Act, an act of a director or officer is not invalid merely because of an irregularity in the election or appointment or a defect in the qualification of that director or officer.

 

18.12

Consent Resolutions in Writing

 

A resolution of the directors or of any committee of the directors consented to in writing by all of the directors entitled to vote on it, whether by signed document, fax, e-mail or any other method of transmitting legibly recorded messages, is as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors duly called and held. Such resolution may be in two or more counterparts which together are deemed to constitute one resolution in writing. A resolution passed in that manner is effective on the date stated in the resolution or on the latest date stated on any counterpart. A resolution of the directors or of any committee of the directors passed in accordance with this Article 18.12 is deemed to be a proceeding at a meeting of directors or of the committee of the directors and to be as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors that satisfies all the requirements of the Business Corporations Act and all the requirements of these Articles relating to meetings of the directors or of a committee of the directors.

 

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19.

Executive and Other Committees

 

19.1

Appointment and Powers of Executive Committee

 

The directors may, by resolution, appoint an executive committee consisting of the director or directors that they consider appropriate, and this committee has, during the intervals between meetings of the board of directors, all of the directors’ powers, except:

 

(a)

the power to fill vacancies in the board of directors;

 

(b)

the power to remove a director;

 

(c)

the power to change the membership of, or fill vacancies in, any committee of the directors; and

 

(d)

such other powers, if any, as may be set out in the resolution or any subsequent directors’ resolution.

 

19.2

Appointment and Powers of Other Committees

 

The directors may, by resolution:

 

	(a)	appoint one or more committees (other than the executive committee) consisting of the director or directors that they consider appropriate;
	(b)	delegate to a committee appointed under paragraph (a) any of the directors’ powers, except:

 

(1)

the power to fill vacancies in the board of directors;

 

(2)

the power to remove a director;

 

(3)

the power to change the membership of, or fill vacancies in, any committee of the directors; and

 

(4)

the power to appoint or remove officers appointed by the directors; and

 

(c)

make any delegation referred to in paragraph (b) subject to the conditions set out in the resolution or any subsequent directors’ resolution.

 

19.3

Obligations of Committees

 

Any committee appointed under Articles 19.1 or 19.2, in the exercise of the powers delegated to it, must:

 

(a)

conform to any rules that may from time to time be imposed on it by the directors; and

 

(b)

report every act or thing done in exercise of those powers at such times as the directors may require.

 

19.4

Powers of Board

 

The directors may, at any time, with respect to a committee appointed under Articles 19.1 or 19.2:

 

	(a)	revoke or alter the authority given to the committee, or override a decision made by the committee, except as to acts done before such revocation, alteration or overriding;
	(b)	terminate the appointment of, or change the membership of, the committee; and

 

(c)

fill vacancies in the committee.

 

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19.5

Committee Meetings

 

Subject to Article 19.3(a) and unless the directors otherwise provide in the resolution appointing the committee or in any subsequent resolution, with respect to a committee appointed under Articles 19.1 or 19.2:

 

	(a)	the committee may meet and adjourn as it thinks proper;
	(b)	the committee may elect a chair of its meetings but, if no chair of a meeting is elected, or if at a meeting the chair of the meeting is not present within 15 minutes after the time set for holding the meeting, the directors present who are members of the committee may choose one of their number to chair the meeting;
	(c)	a majority of the members of the committee constitutes a quorum of the committee; and
	(d)	questions arising at any meeting of the committee are determined by a majority of votes of the members present, and in case of an equality of votes, the chair of the meeting does not have a second or casting vote.

 

20.

Officers

 

20.1

Directors May Appoint Officers

 

The directors may, from time to time, appoint such officers, if any, as the directors determine and the directors may, at any time, terminate any such appointment.

 

20.2

Functions, Duties and Powers of Officers

 

The directors may, for each officer:

 

	(a)	determine the functions and duties of the officer;
	(b)	entrust to and confer on the officer any of the powers exercisable by the directors on such terms and conditions and with such restrictions as the directors think fit; and
	(c)	revoke, withdraw, alter or vary all or any of the functions, duties and powers of the officer.

 

20.3

Qualifications

 

No officer may be appointed unless that officer is qualified in accordance with the Business Corporations Act. One person may hold more than one position as an officer of the Company. Any person appointed as the chair of the board or as a managing director must be a director. Any other officer need not be a director.

 

20.4

Remuneration and Terms of Appointment

 

All appointments of officers are to be made on the terms and conditions and at the remuneration (whether by way of salary, fee, commission, participation in profits or otherwise) that the directors think fit and are subject to termination at the pleasure of the directors, and an officer may in addition to such remuneration be entitled to receive, after he or she ceases to hold such office or leaves the employment of the Company, a pension or gratuity.

 

21.

Indemnification

 

21.1

Definitions In this Article 21:

 

(a)

“eligible penalty” means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding;

 

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(b)

“eligible proceeding” means a legal proceeding or investigative action, whether current, threatened, pending or completed, in which a director, former director or alternate director of the Company (an “eligible party”) or any of the heirs and legal personal representatives of the eligible party, by reason of the eligible party being or having been a director or alternate director of the Company:

 

	(1)	is or may be joined as a party; or
	(2)	is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding;

  

(c)

“expenses” has the meaning set out in the Business Corporations Act.

 

21.2

Mandatory Indemnification of Eligible Parties

 

Subject to the Business Corporations Act, the Company must indemnify a director, former director or alternate director of the Company and his or her heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and the Company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Each director and alternate director is deemed to have contracted with the Company on the terms of the indemnity contained in this Article 21.2.

 

21.3

Indemnification of Other Persons

 

Subject to any restrictions in the Business Corporations Act, the Company may indemnify any person.

 

21.4

Non-Compliance with Business Corporations Act

 

The failure of a director, alternate director or officer of the Company to comply with the Business Corporations Act or, these Articles or, if applicable, any former Companies Act or former Articles does not invalidate any indemnity to which he or she is entitled under this Part.

 

21.5

Company May Purchase Insurance

 

The Company may purchase and maintain insurance for the benefit of any person (or his or her heirs or legal personal representatives) who:

 

	(a)	is or was a director, alternate director, officer, employee or agent of the Company;
	(b)	is or was a director, alternate director, officer, employee or agent of a corporation at a time when the corporation is or was an affiliate of the Company;
	(c)	at the request of the Company, is or was a director, alternate director, officer, employee or agent of a corporation or of a partnership, trust, joint venture or other unincorporated entity;
	(d)	at the request of the Company, holds or held a position equivalent to that of a director, alternate director or officer of a partnership, trust, joint venture or other unincorporated entity;

 

against any liability incurred by him or her as such director, alternate director, officer, employee or agent or person who holds or held such equivalent position.

 

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22.

Dividends

 

22.1

Payment of Dividends Subject to Special Rights

 

The provisions of this Article 22 are subject to the rights, if any, of shareholders holding shares with special rights as to dividends.

 

22.2

Declaration of Dividends

 

Subject to the Business Corporations Act, the directors may from time to time declare and authorize payment of such dividends as they may deem advisable.

 

22.3

No Notice Required

 

The directors need not give notice to any shareholder of any declaration under Article 22.2.

 

22.4

Record Date

 

The directors may set a date as the record date for the purpose of determining shareholders entitled to receive payment of a dividend. The record date must not precede the date on which the dividend is to be paid by more than two months. If no record date is set, the record date is 5 p.m. on the date on which the directors pass the resolution declaring the dividend.

 

22.5

Manner of Paying Dividend

 

A resolution declaring a dividend may direct payment of the dividend wholly or partly in money or by the distribution of specific assets or of fully paid shares or of bonds, debentures or other securities of the Company or any other corporation, or in any one or more of those ways.

 

22.6

Settlement of Difficulties

 

If any difficulty arises in regard to a distribution under Article 22.5, the directors may settle the difficulty as they deem advisable, and, in particular, may:

 

(a)

set the value for distribution of specific assets;

 

(b)

determine that cash payments in substitution for all or any part of the specific assets to which any shareholders are entitled may be made to any shareholders on the basis of the value so fixed in order to adjust the rights of all parties; and

 

(c)

vest any such specific assets in trustees for the persons entitled to the dividend.

 

22.7

When Dividend Payable

 

Any dividend may be made payable on such date as is fixed by the directors.

 

22.8

Dividends to be Paid in Accordance with Number of Shares

 

All dividends on shares of any class or series of shares must be declared and paid according to the number of such shares held.

 

22.9

Receipt by Joint Shareholders

 

If several persons are joint shareholders of any share, any one of them may give an effective receipt for any dividend, bonus or other money payable in respect of the share.

 

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22.10

Dividend Bears No Interest

 

No dividend bears interest against the Company.

 

22.11

Fractional Dividends

 

If a dividend to which a shareholder is entitled includes a fraction of the smallest monetary unit of the currency of the dividend, that fraction may be disregarded in making payment of the dividend and that payment represents full payment of the dividend.

 

22.12

Payment of Dividends

 

Any dividend or other distribution payable in cash in respect of shares may be paid by cheque, made payable to the order of the person to whom it is sent, and mailed to the registered address of the shareholder, or in the case of joint shareholders, to the registered address of the joint shareholder who is first named on the central securities register, or to the person and to the registered address the shareholder or joint shareholders may direct in writing. The mailing of such cheque will, to the extent of the sum represented by the cheque (plus the amount of the tax required by law to be deducted), discharge all liability for the dividend unless such cheque is not paid on presentation or the amount of tax so deducted is not paid to the appropriate taxing authority.

 

22.13

Capitalization of Retained Earnings or Surplus

 

Notwithstanding anything contained in these Articles, the directors may from time to time capitalize any retained earnings or surplus of the Company and may from time to time issue, as fully paid, shares or any bonds, debentures or other securities of the Company as a dividend representing the retained earnings or surplus so capitalized or any part thereof.

 

23.

Documents, Records and Reports

 

23.1

Recording of Financial Affairs

 

The directors must cause adequate accounting records to be kept to record properly the financial affairs and condition of the Company and to comply with the Business Corporations Act.

 

23.2

Inspection of Accounting Records

 

Unless the directors determine otherwise, or unless otherwise determined by ordinary resolution, no shareholder of the Company is entitled to inspect or obtain a copy of any accounting records of the Company.

 

24.

Notices

 

24.1

Method of Giving Notice

 

Unless the Business Corporations Act or these Articles provides otherwise, a notice, statement, report or other record required or permitted by the Business Corporations Act or these Articles to be sent by or to a person may be sent by any one of the following methods:

 

(a)

mail addressed to the person at the applicable address for that person as follows:

 

(1)

for a record mailed to a shareholder, the shareholder’s registered address;

 

(2)

for a record mailed to a director or officer, the prescribed address for mailing shown for the director or officer in the records kept by the Company or the mailing address provided by the recipient for the sending of that record or records of that class;

 

Page 36 of 40

 

 

(3)

in any other case, the mailing address of the intended recipient;

 

(b)

delivery at the applicable address for that person as follows, addressed to the person:

 

(1)

for a record delivered to a shareholder, the shareholder’s registered address;

 

(2)

for a record delivered to a director or officer, the prescribed address for delivery shown for the director or officer in the records kept by the Company or the delivery address provided by the recipient for the sending of that record or records of that class;

 

(3)

in any other case, the delivery address of the intended recipient;

 

	(c)	sending the record by fax to the fax number provided by the intended recipient for the sending of that record or records of that class;
	(d)	sending the record by email to the email address provided by the intended recipient for the sending of that record or records of that class;
	(e)	physical delivery to the intended recipient; and
	(f)	delivery in such other manner as may be approved by the directors and reasonably evidenced.

 

24.2

Deemed Receipt of Mailing

 

A notice, statement, report or other record that is:

 

	(a)	mailed to a person by ordinary mail to the applicable address for that person referred to in Article 24.1 is deemed to be received by the person to whom it was mailed on the day, (Saturdays, Sundays and holidays excepted), following the date of mailing;
	(b)	faxed to a person to the fax number provided by that person referred to in Article 24.1 is deemed to be received by the person to whom it was faxed on the day it was faxed; and
	(c)	e-mailed to a person to the e-mail address provided by that person referred to in Article 24.1 is deemed to be received by the person to whom it was e-mailed on the day it was e-mailed.

 

24.3

Certificate of Sending

 

A certificate signed by the secretary, if any, or other officer of the Company or of any other corporation acting in that capacity on behalf of the Company stating that a notice, statement, report or other record was sent in accordance with Article 24.1 is conclusive evidence of that fact.

 

24.4

Notice to Joint Shareholders

 

A notice, statement, report or other record may be provided by the Company to the joint shareholders of a share by providing the notice to the joint shareholder first named in the central securities register in respect of the share.

 

Page 37 of 40

 

 

24.5

Notice to Legal Personal Representatives and Trustees

 

A notice, statement, report or other record may be provided by the Company to the persons entitled to a share in consequence of the death, bankruptcy or incapacity of a shareholder by:

 

(a)

mailing the record, addressed to them:

 

	(1)	by name, by the title of the legal personal representative of the deceased or incapacitated shareholder, by the title of trustee of the bankrupt shareholder or by any similar description; and
	(2)	at the address, if any, supplied to the Company for that purpose by the persons claiming to be so entitled; or

 

(b)

if an address referred to in paragraph (a)(2) has not been supplied to the Company, by giving the notice in a manner in which it might have been given if the death, bankruptcy or incapacity had not occurred.

 

24.6

Undelivered Notices

 

If any record sent to a shareholder pursuant to Article 24.1 is returned on two consecutive occasions because the shareholder cannot be located, the Company shall not be required to send any further records to the shareholder until the shareholder informs the Company in writing of his or her new address.

 

25.

Seal

 

25.1

Who May Attest Seal

 

Except as provided in Articles 25.2 and 25.3, the Company’s seal, if any, must not be impressed on any record except when that impression is attested by the signatures of:

 

(a)

any two directors;

 

(b)

any officer, together with any director;

 

(c)

if the Company only has one director, that director; or

 

(d)

any one or more directors or officers or persons as may be determined by the directors.

 

25.2

Sealing Copies

 

For the purpose of certifying under seal a certificate of incumbency of the directors or officers of the Company or a true copy of any resolution or other document, despite Article 25.1, the impression of the seal may be attested by the signature of any director or officer or the signature of any other person as may be determined by the directors.

 

25.3

Mechanical Reproduction of Seal

 

The directors may authorize the seal to be impressed by third parties on share certificates or bonds, debentures or other securities of the Company as they may determine appropriate from time to time. To enable the seal to be impressed on any share certificates or bonds, debentures or other securities of the Company, whether in definitive or interim form, on which facsimiles of any of the signatures of the directors or officers of the Company are, in accordance with the Business Corporations Act or these Articles, printed or otherwise mechanically reproduced, there may be delivered to the person employed to engrave, lithograph or print such definitive or interim share certificates or bonds, debentures or other securities one or more unmounted dies reproducing the seal and the chair of the board or any senior officer together with the secretary, treasurer, secretary- treasurer, an assistant secretary, an assistant treasurer or an assistant secretary-treasurer may in writing authorize such person to cause the seal to be impressed on such definitive or interim share certificates or bonds, debentures or other securities by the use of such dies. Share certificates or bonds, debentures or other securities to which the seal has been so impressed are for all purposes deemed to be under and to bear the seal impressed on them.

 

Page 38 of 40

 

 

26.

Mechanical Reproductions of Signatures

 

26.1

Instruments may be Mechanically Signed

 

The signature of any officer, director, registrar, branch registrar, transfer agent or branch transfer agent of the Company, unless otherwise required by the Business Corporations Act or by these Articles, may, if authorized by the directors, be printed, lithographed, engraved or otherwise mechanically reproduced upon all instruments executed or issued by the Company or any officer thereof; and any instrument on which the signature of any such person is so reproduced shall be deemed to have been manually signed by such person whose signature is so reproduced and shall be as valid to all intents and purposes as if such instrument had been signed manually, and notwithstanding that the person whose signature is so reproduced may have ceased to hold the office that he is stated on such instrument to hold at the date or issue of such instrument.

 

26.2

Definitions of Instruments

 

The term “instrument” as used in Article 26.1 shall include deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property, real or personal, agreements, releases, receipts and discharges for the payment of money or other obligations, shares and share warrants of the Company, bonds, debentures and other debt obligations of the Company, and all paper writings.

 

27.

Prohibitions

 

27.1

Definitions In this Article 27:

 

(a)

“designated security” means:

 

	(1)	a voting security of the Company;
	(2)	a security of the Company that is not a debt security and that carries a residual right to participate in the earnings of the Company or, on the liquidation or winding up of the Company, in its assets; or
	(3)	a security of the Company convertible, directly or indirectly, into a security described in paragraph (a) or (b);

 

(b)

“security” has the meaning assigned in the Securities Act (British Columbia);

 

(c)

“voting security” means a security of the Company that:

 

(1)

is not a debt security, and

 

(2)

carries a voting right either under all circumstances or under some circumstances that have occurred and are continuing.

 

27.2

Application

 

Article 27.3 does not apply to the Company if and for so long as it is a:

 

(a)

public company; or

 

(b)

a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply.

 

Page 39 of 40

 

 

27.3

Consent Required for Transfer of Shares or Designated Securities

 

No share or designated security may be sold, transferred or otherwise disposed of without the consent of the directors and the directors are not required to give any reason for refusing to consent to any such sale, transfer or other disposition.

 

28.

Special Rights and Restrictions

 

28.1

Common Shares

 

The Company is authorized to issue an unlimited number of common shares (the “Common Shares”) of the Company without nominal or par value, which will have the following rights, privileges, restrictions and conditions:

 

	(a)	the holders of the Common Shares will be entitled to receive notice of, and attend at, and to vote in person or by proxy at general meetings of shareholders of the Company and will be entitled to one vote for each such Common Share held;
	(b)	subject to the rights of the Preferred Shares as determined by the directors and in accordance with these Articles, the directors may, in their discretion, at any time and from time to time declare and cause the Company to pay dividend on the Common Shares; and
	(c)	subject to the rights, privileges, restrictions and conditions attaching to the Preferred Shares, in the event of liquidation or dissolution of the Company or other distribution of assets of the Company among its shareholders for the purpose of winding up its affairs, whether voluntary or involuntary, the holders of the Common Shares will be entitled to share equally, share for share, in the distribution of the remaining property and assets of the Company.

 

28.2

Preferred Shares

 

The preferred shares (the “Preferred Shares”) of the Company, as a class, will have attached thereto the followings rights, privileges, restrictions and conditions:

 

(a)

the Preferred Shares may from time to time be issued in one or more series and subject to the following provisions, the directors may fix from time to time before such issue the number of shares which is to comprise each series and the designation, rights, privileges, restrictions and conditions attaching to each series of Preferred Shares including, without limiting the generality of the foregoing, the rate or amount of dividends or the method of calculating dividends, the dates of payment thereof, the redemption purchase and/or conversion prices and terms and conditions of redemption, purchase and/or conversion, and any sinking fund or other provisions, and the directors may, by resolution, authorize and cause the Company to alter its Notice of Articles to reflect any creation of one or more series or other change in the authorized shares structure of the Company pursuant to this Article 28 or otherwise;

 

(b)

the Preferred Shares of each series will, with respect to the payment of dividends and the distribution of assets or return of capital in the event of liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or any other return of capital or distribution of the assets of the Company among its shareholders for the purposes of winding-up its affairs, rank on the parity with the Preferred Shares of every other series and be entitled to preference over the Common Shares and over any other shares of the Company ranking junior to the Preferred Shares. The Preferred Shares of any series may also be given such other preferences, not inconsistent with these Articles, over the Common Shares and any other shares of the Company ranking junior to such Preferred Shares as may be fixed in accordance with Article 28.1(a);

 

	(c)	if any cumulative dividends or amounts payable on the return of capital in respect of a series of Preferred Shares are not paid in full, all series of Preferred Shares will participate rateably in respect of accumulative dividends and return of capital; and
	(d)	unless the directors otherwise determine in the Articles or Notice of Articles designating a series, the holder of each shares of a series of Preferred Shares will not, except as otherwise specifically provided in the Business Corporations Act, be entitled to receive notice of or vote at any meeting of the shareholders of the Company.

 

 

Page 40 of 40

 

 

Exhibit 5.1

 

 

 

Our File No.: 4217.106.sop July 7, 2023

 

enCore Energy Corp.

101 N. Shoreline Blvd, Suite 450

Corpus Christi, TX 78401

 

Dear Sirs and Mesdames:

 

Re:	enCore Energy Corp. Registration Statement on Form S-8

 

We have acted as securities counsel to enCore Energy Corp. (the “Company”), a British Columbia corporation, in connection with the preparation of a registration statement on Form S-8 (the “Registration Statement”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”) filed with the U.S. Securities and Exchange Commission on or about July 7, 2023. The Registration Statement registers 14,350,519 common shares (the “Plan Shares”) of the Company, issuable under Company’s Stock Option Plan dated November 30, 2021 (the “Plan”). The Registration Statement contains a reoffer prospectus (the "Reoffer Prospectus") pursuant to which certain of the Company's current and former directors and officers may reoffer and resell 7,760,612 Plan Shares previously issued and underlying awards previously granted under the Plan.

 

The opinions expressed herein relate only to the laws of British Columbia and the federal laws of Canada applicable therein, and we express no opinion as to any laws other than the laws of British Columbia and the federal laws of Canada applicable therein as such laws exist and are construed as of the date hereof (the "Effective Date"). Our opinion does not take into account any proposed rules or legislative changes that may come into force following the Effective Date and we disclaim any obligation or undertaking to update our opinion or advise any person of any change in law or fact that may come to our attention after the Effective Date.

 

In rendering the opinion set forth below, we have reviewed (a) the Registration Statement; (b) the Company’s Articles of Incorporation; (c) the Company’s Notice of Articles; (d) the Plan; (e) certain records of the Company’s corporate proceedings as reflected in its minute books; and (f) such statutes, records, agreements, certificates and other documents as we have deemed relevant. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity with the originals of all documents submitted to us as copies thereof, and the truthfulness of the statements and representations contained therein. In addition, we have made such other examinations of law and fact as we have deemed relevant in order to form a basis for the opinion hereinafter expressed.

 

Based upon the foregoing, we are of the opinion that the Plan Shares, when issued pursuant to the terms of the Plan, and assuming full payment therefor, will be validly issued, fully paid and non-assessable.

 

We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to all references to this firm included in or made a part of the Registration Statement.

 

This opinion is limited to the matters stated herein, and no opinion or belief is implied or should be inferred beyond the matters expressly stated herein. This opinion is for the benefit of the addressee in connection with the transaction to which it relates, and may not be relied upon, used, or quoted from or referred to in any other documents, by any other person or for any other purpose without our express written consent.

 

Yours truly,

MORTON LAW LLP

 

/s/ MORTON LAW LLP

 

 

 

 

Suite 1200 – 750 West Pender Street, Vancouver, B.C. V6C 2T8 ● Website: www.mortonlaw.ca
Telephone: [phone] ● Facsimile: 604.681.9652

 

Exhibit 23.1

 

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

The Board of Directors

enCore Energy Corp.

 

We hereby consent to the incorporation by reference in the Form S-8 constituting a part of this Registration Statement of our report dated April 28, 2023, relating to the consolidated financial statements of enCore Energy Corp. for the year ended December 31, 2022, December 31, 2021, and January 1,2021, appearing in the Company’s Annual Report on Form 40-F (No. 001-41489) for the year ended December 31, 2022.

 

/s/ DAVIDSON & COMPANY LLP

 

Vancouver, Canada

Chartered Professional Accountants

 

July 7, 2023

 

 

 

Exhibit 23.2

 

CONSENT OF EXPERT

 

I, W. Paul Goranson, P.E., am one of the authors of the technical report titled “Crownpoint and Hosta Butte Uranium Project, McKinley County, New Mexico, USA Mineral Resource Technical Report, National Instrument 43-101” dated February 25, 2022 with an effective date of February 25, 2022 and a revision date of March 16, 2022 (the “Technical Report”).

 

I hereby consent to being named in the Registration Statement on Form S-8 of enCore Energy Corp. as having prepared the Technical Report and to the use of the Technical Report, or any portion thereof, and to the inclusion or incorporation by reference of information derived from the Technical Report in the Registration Statement on Form S-8 of enCore Energy Corp.

 

Dated July 7, 2023

 

By:	/s/ W. Paul Goranson
Name:	W. Paul Goranson, P.E.

Exhibit 23.3

 

CONSENT OF EXPERT

 

I, Ray Moores, P.E. of Western Water Consultants Inc., dba, WWC Engineering, am one of the authors of the technical report entitled “NI 43-101 Technical Report, Preliminary Economic Assessment, Gas Hills Uranium Project, Fremont and Natrona Counties, Wyoming, USA” dated August 10, 2021 with an effective date of June 28, 2021 (the “Technical Report”).

 

I hereby consent to being named in the Registration Statement on Form S-8 of enCore Energy Corp. as having prepared the Technical Report and to the use of the Technical Report, or any portion thereof, and to the inclusion or incorporation by reference of information derived from the Technical Report in the Registration Statement on Form S-8 of enCore Energy Corp.

 

Dated July 7, 2023

 

By:	/s/ Ray Moores
Name:	Ray Moores, P.E.

 

Exhibit 23.4

 

CONSENT OF EXPERT

 

I, Steve Cutler, P.G. of Roughstock Mining Services, LLC, am one of the authors of (i) the technical report entitled “NI 43-101 Technical Report, Preliminary Economic Assessment, Gas Hills Uranium Project, Fremont and Natrona Counties, Wyoming, USA” dated August 10, 2021 with an effective date of June 28, 2021, (ii) the technical report entitled “NI 43-101 Technical Report Preliminary Economic Assessment Dewey-Burdock Uranium ISR Project South Dakota, USA” dated December 23, 2020 and effective as of December 3, 2019 (together, the “Technical Reports”).

 

I hereby consent to being named in the Registration Statement on Form S-8 of enCore Energy Corp. as having prepared the Technical Reports and to the use of the Technical Reports, or any portion thereof, and to the inclusion or incorporation by reference of information derived from the Technical Reports in the Registration Statement on Form S-8 of enCore Energy Corp.

 

Dated July 7, 2023

 

By:	/s/ Steve Cutler
Name:	Steve Cutler, P.G.

 

Exhibit 23.5

 

CONSENT OF EXPERT

 

I, Matthew Yovich, am one of the authors of the technical report entitled “NI 43-101 Technical Report Preliminary Economic Assessment Dewey-Burdock Uranium ISR Project South Dakota, USA” dated December 23, 2020 and effective as of December 3, 2019 (the “Technical Report”). At the time of preparing the Technical Report, I was a P.E. with Woodard & Curran and a “qualified person” within the meaning of National Instrument 43-101 Standards of Disclosure for Mineral Projects. I have since retired.

 

I hereby consent to being named in the Registration Statement on Form S-8 of enCore Energy Corp. as having prepared the Technical Report and to the use of the Technical Report, or any portion thereof, and to the inclusion or incorporation by reference of information derived from the Technical Report in the Registration Statement on Form S-8 of enCore Energy Corp.

 

Dated July 7, 2023

 

By:	/s/ Matthew Yovich
Name:	Matthew Yovich, P.E.

 

Exhibit 23.6

 

CONSENT OF EXPERT

 

I, Terence P. McNulty, P.E., PhD of T.P. McNulty and Associates, Inc., am one of the authors of the technical report entitled “MARQUEZ-JUAN TAFOYA URANIUM PROJECT 43-101 Technical Report Preliminary Economic Assessment” dated and with an effective date of June 9, 2021 (the “Technical Report”).

 

I hereby consent to being named in the Registration Statement on Form S-8 of enCore Energy Corp. as having prepared the Technical Report and to the use of the Technical Report, or any portion thereof, and to the inclusion or incorporation by reference of information derived from the Technical Report in the Registration Statement on Form S-8 of enCore Energy Corp.

 

Dated July 7, 2023

 

By:	/s/ Terence P. McNulty
Name:	Terence P. McNulty, P.E., PhD

 

Exhibit 23.7

 

BRS, Inc.
1130 Major Ave.
Riverton, WY 82501
E-mail: [e-mail]
307 857-3079 Fax: [phone]

 

 

CONSENT OF EXPERT

 

I, Douglas L. Beahm, P.E., P.G., Principal Engineer and President of BRS, Inc., am (i) one of the authors of the technical report entitled “MARQUEZ-JUAN TAFOYA URANIUM PROJECT 43-101 Technical Report Preliminary Economic Assessment” dated and with an effective date of June 9, 2021, (ii) one of the authors of the technical report titled “Crownpoint and Hosta Butte Uranium Project, McKinley County, New Mexico, USA, Mineral Resource Technical Report, National Instrument 43-101” dated February 25, 2022 with an effective date of February 25, 2022 and a revision date of March 16, 2022, and (iii) the author of the technical report entitled “Technical Report Summary for the Alta Mesa Uranium Project, Brooks and Jim Hogg Counties, Texas, USA” with an effective date of January 19, 2023 (together, the “Technical Reports”).

 

I hereby consent to being named in the Registration Statement on Form S-8 of enCore Energy Corp. as having prepared the Technical Reports and to the use of the Technical Reports, or any portion thereof, and to the inclusion or incorporation by reference of information derived from the Technical Reports in the Registration Statement on Form S-8 of enCore Energy Corp.

 

Dated July 7, 2023

 

By:	/s/ Douglas L. Beahm
Name:	Douglas L. Beahm, P.E., P.G.

Exhibit 23.8

 

CONSENT OF EXPERT

 

I, Carl Warren, P.E., P.G., am one of the authors of the technical report titled “Crownpoint and Hosta Butte Uranium Project, McKinley County, New Mexico, USA Mineral Resource Technical Report, National Instrument 43-101” dated February 25, 2022 with an effective date of February 25, 2022 and a revision date of March 16, 2022 (the “Technical Report”).

 

I hereby consent to being named in the Registration Statement on Form S-8 of enCore Energy Corp. as having prepared the Technical Report and to the use of the Technical Report, or any portion thereof, and to the inclusion or incorporation by reference of information derived from the Technical Report in the Registration Statement on Form S-8 of enCore Energy Corp.

 

Dated July 7, 2023

 

By:	/s/ Carl Warren
Name:	Carl Warren, P.E., P.G

Exhibit 99.1

 

ENCORE ENERGY CORP.

 

 

STOCK OPTION PLAN

 

 

Dated November 30, 2021

 

 

 

 

TABLE OF CONTENTS

 

ENCORE ENERGY CORP.

 

			Page No.
ARTICLE 1 DEFINITIONS AND INTERPRETATION			1
1.1		Definitions	1
1.2		Choice of Law	3
1.3		Headings	3
ARTICLE 2 PURPOSE AND PARTICIPATION			3
2.1		Purpose	3
2.2		Participation	4
2.3		Notification of Award	4
2.4		Copy of Plan	4
2.5		Limitation	4
ARTICLE 3 TERMS AND CONDITIONS OF OPTIONS			4
3.1		Board to Allot Shares	4
3.2		Number of Shares	4
3.3		Exercise Price	5
3.4		Term of Option	5
3.5		Termination of Option	5
3.6		Blackout Period	6
3.7		Hold Period and Vesting Requirements	6
3.8		Assignment of Options	7
3.9		Adjustments	7
3.10		Exclusion From Severance Allowance, Retirement Allowance or Termination Settlement	7

 

 

 

 

ARTICLE 4 CHANGE OF CONTROL			7
4.1		Change of Control Event	7
4.2		Board Discretion	8
ARTICLE 5 EXERCISE OF OPTION			8
5.1		Exercise of Option	8
5.2		Issue of Share Certificates	8
5.3		Condition of Issue	8
ARTICLE 6 ADMINISTRATION			9
6.1		Administration	9
6.2		Interpretation	9
6.3		Withholding	9
ARTICLE 7 AMENDMENT AND TERMINATION			10
7.1		Prospective Amendment	10
7.2		Retrospective Amendment	10
7.3		Termination	10
7.4		Agreement	11
7.5		No Shareholder Rights	11
7.6		Record Keeping	11
7.7		No Representation or Warranty	11
7.8		Option Holder Status	11
ARTICLE 8 APPROVALS REQUIRED FOR PLAN			11
8.1		Approvals Required for Plan	11
8.2		Substantive Amendments to Plan	12
ADDENDUM – SPECIAL RULES FOR U.S. PARTICIPANTS			13

SCHEDULE A – STOCK OPTION PLAN OPTION CERTIFICATE	A-1
SCHEDULE B – U.S. OPTION HOLDER SUPPLEMENT	B-1
SCHEDULE C- EXERCISE NOTICE	C-1

 

 

 

 

STOCK OPTION PLAN

ENCORE

 

ARTICLE 1

DEFINITIONS AND INTERPRETATION

 

1.1 Definitions

 

As used herein, unless anything in the subject matter or context is inconsistent therewith, the following terms shall have the meanings set forth below:

 

(a)

“Acquiring Person” means, any Person who is the beneficial owner of twenty percent (20%) or more of the outstanding Shares of the Company;

 

(b)

“Administrator” means, initially, the secretary of the Company and thereafter shall mean such director or other senior officer or employee of the Company as may be designated as Administrator by the Board from time to time;

 

(c)

“affiliate” has the meaning ascribed to such term in the Exchange Corporate Finance Manual;

 

(d)

“associate” has the meaning ascribed to such term in the Securities Act;

 

(e)

“Award Date” means the date on which the Board grants a particular Option;

 

(f)

“Board” means the board of directors of the Company;

 

(g)

“Broker” has the meaning ascribed to it in paragraph 7.3;

 

(h)

“Change of Control Event” has the meaning ascribed to it in paragraph 4.1;

 

(i)

“Company” means enCore Energy Corp.;

 

(j)

“Consultant” means an individual or Consultant Company, other than an Employee or a Director, that:

 

(i)

is engaged to provide on an ongoing bona fide basis consulting, technical, management or other services to the Company or to an affiliate of the Company, other than services provided in relation to a distribution,

 

(ii)

provides the services under a written contract between the Company or the affiliate and the individual or a Consultant Company,

 

(iii)

in the reasonable opinion of the Company, spends or will spend a significant amount of time and attention on the affairs and business of the Company or an affiliate of the Company, and

 

(iv)

has a relationship with the Company or an affiliate of the Company that enables the individual to be knowledgeable about the business and affairs of the Company;

 

(k)

“Consultant Company” means, for an individual consultant, a company which the individual consultant is an employee or shareholder;

 

(l)

“Director” means a director, officer, Management Company Employee of the Company or an affiliate of the Company to whom Options can be granted in reliance on a prospectus exemption under applicable securities laws;

 

(m)

“Discounted Market Price” has the meaning ascribed to such term in the Exchange Corporate Finance Manual;

 

(n)

“Disinterested Shareholder Approval” means approval by a majority of the votes cast by all the Company’s shareholders at a duly constituted shareholders’ meeting, excluding votes attached to shares of the Company beneficially owned by insiders to whom options may be granted under the Plan and their associates and affiliates;

 

- 1 -

 

(o)

“Early Termination Date” has the meaning ascribed to it in paragraph 3.5;

 

(p)

“Effective Time” means, in relation to a Change of Control Event, the time at which the Change of Control Event is, or is deemed to have been, completed;

 

(q)

“Employee” means:

 

(i)

an individual who is considered an employee of the Company or its subsidiary under the Income Tax Act (Canada) (i.e. for whom income tax, employment insurance and CPP deductions must be made at source),

 

(ii)

an individual who works full-time for the Company or its subsidiary providing services normally provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work, as an employee of the Company, but for whom income tax deductions are not made at source, or

 

(iii)

an individual who works for the Company or its subsidiary on a continuing and regular basis for a minimum amount of time per week providing services normally provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work as an employee of the Company, but for whom income tax deductions are not made at source;

 

(r)

“Exchange” means the TSX Venture Exchange or, if the Shares are no longer listed for trading on the TSX Venture Exchange, such other exchange or quotation system on which the Shares are listed or quoted for trading;

 

(s)

“Exchange Corporate Finance Manual” means the corporate finance manual published by the Exchange, as amended from time to time, or if the Shares are no longer listed for trading on the Exchange, the policies of such other exchange or quotation system on which the Shares are listed or quoted for trading;

 

(t)

“Exchanged Share” means a security that is exchanged for a Share in a Change of Control Event;

 

(u)

“Exchanged Share Price” means the product of the Share to Exchanged Share ratio multiplied by the five day volume weighted average price of the Exchanged Shares on an exchange for the period ending one day prior to the Effective Time of the Change of Control Event, or, in the case of Exchanged Shares that are not listed or quoted for trading, the fair value of those Exchanged Shares, as determined by the Board as of the day immediately preceding the Effective Time of the Change of Control Event;

 

(v)

“Exercise Notice” means the notice respecting the exercise of an Option in the form set out as Schedule “C” hereto, duly executed by the Option Holder;

 

(w)

“Exercise Period” means the period during which a particular Option may be exercised and is the period from and including the Award Date through to and including the Expiry Date, subject to the provisions of the Plan relating to the vesting of Options;

 

(x)

“Exercise Price” means the price at which an Option may be exercised as determined in accordance with paragraph 3.3;

 

(y)

“Expiry Date” means the date determined in accordance with paragraph 3.4 and after which a particular Option cannot be exercised;

 

(z)

“In the Money Amount” means: (a) in the case of a Change of Control Event in which the holders of Shares will receive only cash consideration, the difference between the Exercise Price and the cash consideration paid per Share pursuant to that Change of Control Event; (b) in the case of a Change of Control Event in which the holders of Shares will receive Exchanged Shares, the difference between the Exercise Price and the Exchanged Share Price; or (c) in the case of a Change of Control Event in which the holders of Shares will receive cash consideration and Exchanged Shares, the difference between the Exercise Price and the sum of the cash consideration paid per Share plus the Exchanged Share Price;

 

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(aa)

“insider” has the meaning ascribed to such term in the Securities Act;

 

(bb)

“Investor Relations Activities” has the meaning ascribed to such term in the Securities Act;

 

(cc)

“Management Company Employee” means an individual employed by a Person providing management services to the Company, which are required for the ongoing successful operation of the business enterprise of the Company, but excluding a Person involved in Investor Relations Activities;

 

(dd)

“Market Price” has the meaning ascribed to such term in the Exchange Corporate Finance Manual;

 

(ee)

“Material Information” has the meaning ascribed thereto in the Exchange Corporate Finance Manual;

 

(ff)

“Option” means an option to acquire Shares, awarded to a Director, Employee or Consultant pursuant to the Plan;

 

(gg)

“Option Certificate” means the certificate, substantially in the form set out as Schedule “A” hereto, evidencing an Option;

 

(hh)

“Option Holder” means a Director, Employee or Consultant, or a former Director, Employee or Consultant, who holds an unexercised and unexpired Option;

 

(ii)

“Person” means any individual, firm, partnership, limited partnership, limited liability company or partnership, unlimited liability company, joint stock company, association, trust, trustee, executor, administrator, legal or personal representative, government, governmental body, entity or authority, group, body corporate, corporation, unincorporated organization or association, syndicate, joint venture or any other entity, whether or not having legal personality, and any of the foregoing in any derivative, representative or fiduciary capacity and pronouns have a similar extended meaning;

 

(jj)

“Plan” means this stock option plan;

 

(kk)

“promoter” has the meaning ascribed thereto in the Securities Act;

 

(ll)

“Securities Act” means the Securities Act, R.S.B.C. 1996, c.418, as amended, as at the date hereof;

 

(mm)

“Settlement Amount” has the meaning ascribed to it in paragraph 6.4;

 

(nn)

“Share” or “Shares” means, as the case may be, one or more common shares without par value in the capital of the Company; and

 

(oo)

“Subsidiary” means any corporation which is a subsidiary, as such term is defined in Subsection 1(1) of the Securities Act.

 

1.2 Choice of Law

 

The Plan is established under, and the provisions of the Plan are to be interpreted and construed in accordance with, the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

 

1.3 Headings

 

The headings used herein are for convenience only and are not to affect the interpretation of the Plan.

 

ARTICLE 2

PURPOSE AND PARTICIPATION

 

2.1 Purpose

 

The purpose of the Plan is to provide the Company with a share-related mechanism to attract, retain and motivate qualified Directors, Employees and Consultants, to reward such of those Directors, Employees and Consultants as may be awarded Options under the Plan by the Board from time to time for their contributions toward the long term goals of the Company and to enable and encourage such Directors, Employees and Consultants to acquire Shares as long term investments.

 

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2.2 Participation

 

The Board shall, from time to time, in its sole discretion determine those Directors, Employees and Consultants, if any, to whom Options are to be awarded. If the Board elects to award an Option to a Director, the Board shall, in its sole discretion but subject to paragraph 3.2, determine the number of Shares to be acquired on the exercise of such Option. A Director of the Company to whom an Option may be granted shall not participate in the decision of the Board to grant such Option. If the Board elects to award an Option to an Employee or Consultant, the number of Shares to be acquired on the exercise of such Option shall be determined by the Board in its sole discretion, and in so doing the Board may take into account the following criteria:

 

(a)

the remuneration paid to the Employee or Consultant as at the Award Date in relation to the total remuneration payable by the Company to all of its Employees and Consultants as at the Award Date;

 

(b)

the length of time that the Employee or Consultant has been employed or engaged by the Company;

 

(c)

the quality of work performed by the Employee or Consultant; and

 

(d)

any other factors which it may deem proper and relevant.

 

A press release is required at the time of grant, issuance or any amendment of Options granted to Option Holders who are Directors and Persons involved in Investor Relations Activities.

 

2.3 Notification of Award

 

Following the approval by the Board of the awarding of an Option, the Administrator shall notify the Option Holder in writing of the award and shall enclose with such notice the Option Certificate representing the Option so awarded.

 

2.4 Copy of Plan

 

Each Option Holder, concurrently with the notice of the award of the Option, shall be provided with a copy of the Plan, unless a copy has been previously provided to the Option Holder. A copy of any amendment to the Plan shall be promptly provided by the Administrator to each Option Holder.

 

2.5 Limitation

 

The Plan does not give any Option Holder that is a Director the right to serve or continue to serve as a Director of the Company nor does it give any Option Holder that is an Employee or Consultant the right to be or to continue to be employed or engaged by the Company. Participation in the Plan by an Option Holder is voluntary.

 

ARTICLE 3

TERMS AND CONDITIONS OF OPTIONS

 

3.1 Board to Allot Shares

 

The Shares to be issued to Option Holders upon the exercise of Options shall be allotted and authorized for issuance by the Board prior to the exercise thereof.

 

3.2 Number of Shares

 

The maximum number of Shares issuable under the Plan, together with the number of Shares issuable under outstanding options granted otherwise than under the Plan, shall not exceed 10% of the issued and outstanding Shares of the Company. Additionally, the Company shall not grant Options:

 

(a)

to any one Person in any 12 month period which could, when exercised, result in the issuance of Shares exceeding five percent (5%) of the issued and outstanding Shares of the Company unless the Company has obtained the requisite Disinterested Shareholder Approval to the grant

 

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(b)

to any one Consultant in any 12 month period which could, when exercised, result in the issuance of Shares exceeding 2% of the issued and outstanding Shares of the Company; or

 

(c)

in any 12 month period, to Persons employed or engaged by the Company to perform Investor Relations Activities which could, when exercised, result in the issuance of Shares exceeding, in aggregate, 2% of the issued and outstanding Shares of the Company.

 

If any Option expires or otherwise terminates for any reason without having been exercised in full, the number of Shares in respect of which Option expired or terminated shall again be available for the purposes of the Plan.

 

Options may not be granted unless and until the Options have been allocated to specific Persons, and then, once allocated, a minimum Exercise Price can be established.

 

3.3 Exercise Price

 

The Exercise Price shall be that price per share, as determined by the Board in its sole discretion as of the Award Date, at which an Option Holder may purchase a Share upon the exercise of an Option, and shall be set at a minimum of the closing price of the Company’s Shares traded through the facilities of the Exchange on the day preceding the Award Date, or such other price as may be required by the Exchange. Any reduction in the exercise price or any extension of the term of an Option held by an Option Holder who is an insider of the Company at the time of the proposed reduction will require Disinterested Shareholder Approval.

 

3.4 Term of Option

 

Subject to paragraph 3.5 and Article 4, the Expiry Date of an Option shall be the date so fixed by the Board at the time the particular Option is awarded, provided that such date shall not be later than the fifth anniversary of the Award Date of the Option.

 

3.5 Termination of Option

 

An Option Holder may, subject to any vesting provisions applicable to Options hereunder, exercise an Option in whole or in part at any time or from time to time during the Exercise Period provided that, with respect to the exercise of part of an Option, the Board may at any time and from time to time fix a minimum or maximum number of Shares in respect of which an Option Holder may exercise part of any Option held by such Option Holder. Any Option or part thereof not exercised within the Exercise Period shall terminate and become null, void and of no effect as of 5:00 p.m. local time in Vancouver, British Columbia, on the Expiry Date. Subject to Article 4, the Expiry Date of an Option shall be the earlier of the date so fixed by the Board at the time the Option is awarded and the date established, if applicable, in sub-paragraphs (a) to (c) below (the “Early Termination Date”):

 

(a)

Death

 

In the event that the Option Holder should die while he or she is still a Director (if he or she holds his or her Option as Director) or Employee or Consultant (if he or she holds his or her Option as Employee or Consultant), the Early Termination Date shall be twelve months from the date of death of the Option Holder;

 

The deceased Option Holder's heirs or administrators may make a claim for their entitlement to any portion of the deceased Option Holder’s outstanding Options, provided such claim must be made to the Company within one year from the Option Holder’s death;

 

(b)

Ceasing to Hold Office

 

In the event that the Option Holder holds his or her Option as Director of the Company and such Option Holder ceases to be a Director of the Company other than by reason of death, the Early Termination Date of the Option shall be the 90th day following the date the Option Holder ceases to be a Director of the Company unless the Option Holder ceases to be a Director of the Company but continues to be engaged by the Company as an Employee or a Consultant, in which case the Expiry Date shall remain unchanged, or unless the Option Holder ceases to be a Director of the Company as a result of:

 

(i)

ceasing to meet the qualifications set forth in the Business Corporations Act (British Columbia);

 

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(ii)

a resolution having been passed by the shareholders of the Company pursuant to the Business Corporations Act (British Columbia) removing the Director as such; or

 

(iii)

by order of the British Columbia Registrar of Companies, British Columbia Securities Commission, the Exchange or any other regulatory body having jurisdiction to so order,

 

in which case the Early Termination Date shall be the date the Option Holder ceases to be a Director of the Company;

 

(c)

Ceasing to be an Employee or a Consultant

 

In the event that the Option Holder holds his or her Option as an Employee or Consultant of the Company and such Option Holder ceases to be an Employee or Consultant of the Company other than by reason of death, the Early Termination Date of the Option shall be the 90th day following the date the Option Holder ceases to be an Employee or Consultant of the Company unless the Option Holder ceases to be an Employee or Consultant of the Company as a result of:

 

(i)

termination for cause or, in the case of a Consultant, breach of contract; or

 

(ii)

by order of the British Columbia Registrar of Companies, British Columbia Securities Commission, the Exchange or any other regulatory body having jurisdiction to so order,

 

in which case the Early Termination Date shall be the date the Option Holder ceases to be an Employee or Consultant of the Company.

 

Any termination of an Employee’s employment with the Company for any reason shall occur on the date the Employee ceases to perform services for the Company without regard to any period of notice or where the Employee continues thereafter to receive any compensatory payments therefrom or is paid salary thereby in lieu of notice of termination of employment.

 

Notwithstanding the foregoing, the Early Termination Date for Options granted to any Option Holder engaged primarily to provide Investor Relations Activities shall be the 30th day following the date that the Option Holder ceases to be employed in such capacity, unless the Option Holder continues to be engaged by the Company as an Employee or Director, in which case the Early Termination Date shall be determined as set forth above.

 

3.6 Blackout Period

 

The Company may from time to time impose trading blackouts during which Directors, Consultants or Employees may not trade in the securities of the Company. If a trading blackout is imposed, subject to the terms of the blackout and the Company’s blackout policy, Option Holders may not exercise Options until expiry of the blackout period.

 

As a result of the foregoing limitation, the term of any Option that would otherwise expire during a blackout period will be extended by 10 business days following the expiry of such blackout period, provided that the following requirements are satisfied:

 

(a)

the blackout period must be formally imposed by the Company pursuant to its internal trading policies as a result of the bona fide existence of undisclosed Material Information. For greater certainty, in the absence of the Company formally imposing a blackout period, the expiry date of any Options will not be automatically extended in any circumstances;

 

(b)

the blackout period must expire upon the general disclosure of the undisclosed Material Information; and

 

(c)

the automatic extension of an Option Holder’s Options will not be permitted where the Optionee or the Company is subject to a cease trade order (or similar order under securities laws) in respect of the Company’s securities.

 

3.7 Hold Period and Vesting Requirements

 

The Company may grant Options without an Exchange hold period provided that the Option is not granted to an insider or promoter of the Company and provided that the Exercise Price of an Option is based on the Market Price and not at a discount to the Market Price.

 

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All Options granted pursuant to the Plan will be subject to such vesting requirements as may be imposed by the Board. The Option Certificate representing any such Option will disclose any vesting conditions. Notwithstanding the foregoing, Options issued to Consultants performing Investor Relations Activities will vest in stages over at least 12 months with no more than 1/4 of the Options vesting in any three month period.

 

3.8 Assignment of Options

 

Options may not be assigned or transferred.

 

3.9 Adjustments

 

If, prior to the complete exercise of any Option, the Shares are consolidated, subdivided, converted, exchanged or reclassified or in any way substituted for (collectively the “Event”) other shares of the Company, an Option, to the extent that it has not been exercised, shall be adjusted by the Board in accordance with such Event in the manner the Board deems appropriate. For greater certainty, any adjustment (including adjustments related to an amalgamation, merger, arrangement, reorganization, spin-off, dividend or recapitalization), other than in connection with a share consolidation or share split, to any Options granted or issued under this Plan, shall be subject to the prior acceptance of the Exchange. No fractional Shares shall be issued upon the exercise of any Option and accordingly, if as a result of the Event, an Option Holder would become entitled to a fractional Share, such Option Holder shall have the right to purchase only the next lowest whole number of Shares and no payment or other adjustment will be made with respect to the fractional interest so disregarded. Additionally, no lots of Shares in an amount less than 500 Shares shall be issued upon the exercise of the Option unless such amount of Shares represents the balance left to be exercised under the Option.

 

3.10 Exclusion From Severance Allowance, Retirement Allowance or Termination Settlement

 

If an Option Holder retires, resigns or is terminated from employment or engagement with the Company or any subsidiary of the Company, the loss or limitation, if any, pursuant to the Option Certificate with respect to the right to purchase Shares which were not vested at the time or which, if vested, were cancelled, shall not give rise to any right to damages and shall not be included in the calculation of nor form any part of any severance allowance, retiring allowance or termination settlement of any kind whatsoever in respect of such Option Holder.

 

ARTICLE 4

CHANGE OF CONTROL

 

4.1 Change of Control Event

 

If at any time when an Option granted under this Plan remains unexercised with respect to any Shares and:

 

(a)

a Person makes an offer to acquire Shares that, regardless of whether the acquisition is completed, would make the Person an Acquiring Person;

 

(b)

an Acquiring Person makes an offer, regardless of whether the acquisition is completed, to acquire Shares;

 

(c)

the Company proposes to sell all or substantially all of its assets and undertakings;

 

(d)

the Company proposes to merge, amalgamate or be absorbed by or into any other corporation (save and except for a Subsidiary) under any circumstances which involve or may involve or require the liquidation of the Company, a distribution of its assets among its shareholders, or the termination of the corporate existence of the Company;

 

(e)

the Company proposes an arrangement as a result of which a majority of the outstanding Shares of the Company would be acquired by a third party; or

 

(f)

any other form of transaction is proposed which the majority of the Board determines is reasonably likely to have similar effect as any of the foregoing

 

(each a “Change of Control Event”), then, in connection with of any of the foregoing Change of Control Events, the vesting of all Options and the time for the fulfilment of any conditions or restrictions on such vesting shall be accelerated to a date or time immediately prior to the Effective Time of the Change of Control Event, subject to any required approval of the Exchange. For greater certainty, there shall be no acceleration of the vesting requirements applicable to Options granted or issued to a Person involved in Investor Relations Services without the prior written approval of the Exchange.

 

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The Board, in its sole discretion, may authorize and implement any one or more of the following additional courses of action:

 

(i)

terminating without any payment or other consideration, any Options not exercised or surrendered by the Effective Time of the Change of Control Event;

 

(ii)

causing the Company to offer to acquire from each Option Holder his or her Options for a cash payment equal to the In the Money Amount, and any Options not so surrendered or exercised by the Effective Time of the Change of Control Event will be deemed to have expired; and

 

(iii)

exchanging an Option granted under this Plan for an option to acquire, for the same exercise price, that number and type of securities as would be distributed to the Option Holder in respect of the Shares issued to the Option Holder had he or she exercised the Option prior to the Effective Time of the Change of Control Event, provided that any such replacement option must provide that it survives for a period of not less than one year from the Effective Time of the Change of Control Event, regardless of the continuing directorship, officership or employment of the holder.

 

4.2 Board Discretion

 

For greater certainty, and notwithstanding anything else to the contrary contained in this Plan, the Board shall have the power, in its sole discretion, in any Change of Control Event which may or has occurred, to make such arrangements as it shall deem appropriate for the exercise of outstanding Options including, without limitation, to modify the terms of this Plan and/or the Options as contemplated above, subject to any required approval of the Exchange. If the Board exercises such power, the Options shall be deemed to have been amended to permit the exercise thereof in whole or in part by the Option Holder at any time or from time to time as determined by the Board prior to or in conjunction with completion of the Change of Control Event.

 

ARTICLE 5

EXERCISE OF OPTION

 

5.1 Exercise of Option

 

An Option may be exercised only by the Option Holder. An Option Holder may exercise an Option in whole or in part at any time or from time to time during the Exercise Period up to 5:00 p.m. local time in Vancouver, British Columbia on the Expiry Date by delivering to the Administrator an Exercise Notice, the applicable Option Certificate and a certified cheque or bank draft payable to the Company in an amount equal to the aggregate Exercise Price of the Shares to be purchased pursuant to the exercise of the Option.

 

5.2 Issue of Share Certificates

 

As soon as practicable following the receipt of the Exercise Notice, the Administrator shall cause to be delivered to the Option Holder a certificate for the Shares purchased pursuant to the exercise of the Option. If the number of Shares purchased is less than the number of Shares subject to the Option Certificate surrendered, the Administrator shall forward a new Option Certificate to the Option Holder concurrently with delivery of the aforesaid share certificate for the balance of Shares available under the Option.

 

5.3 Condition of Issue

 

The issue of Shares by the Company pursuant to the exercise of an Option is subject to this Plan and compliance with the laws, rules and regulations of all regulatory bodies applicable to the issuance and distribution of such Shares and to the listing requirements of the Exchange or any stock exchange on which the Shares may be listed. The Option Holder agrees to comply with all such laws, rules and regulations and agrees to furnish to the Company any information, report and/or undertakings required to comply with and to fully co-operate with the Company in complying with such laws, rules and regulations.

 

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ARTICLE 6

ADMINISTRATION

 

6.1 Administration

 

The Plan shall be administered by the Administrator on the instructions of the Board. The Board may make, amend and repeal at any time and from time to time such regulations not inconsistent with the Plan as it may deem necessary or advisable for the proper administration and operation of the Plan and such regulations shall form part of the Plan. The Board may delegate to the Administrator or any Director or Employee of the Company such administrative duties and powers as it may see fit.

 

6.2 Interpretation

 

The interpretation by the Board of any of the provisions of the Plan and any determination by it pursuant thereto shall be final and conclusive and shall not be subject to any dispute by any Option Holder. No member of the Board or any Person acting pursuant to authority delegated by it hereunder shall be liable for any action or determination in connection with the Plan made or taken in good faith and each member of the Board and each such Person shall be entitled to indemnification with respect to any such action or determination in the manner provided for by the Company.

 

6.3 Withholding

 

The Company may withhold from any amount payable to an Option Holder, either under this Plan or otherwise, such amount as may be necessary to enable the Company to comply with the applicable requirements of any federal, provincial, state or local law, or any administrative policy of any applicable tax authority, relating to the withholding of tax or any other required deductions with respect to grants hereunder (the “Withholding Obligations”). The Company shall also have the right in its discretion to satisfy any liability for any Withholding Obligations by selling, or causing a broker to sell, on behalf of any Option Holder such number of Shares issued to the Option Holder sufficient to fund the Withholding Obligations (after deducting commissions payable to the broker), or retaining any amount payable which would otherwise be delivered, provided or paid to the Option Holder hereunder.

 

The Company may require an Option Holder, as a condition to exercise of an Option, to make such arrangements as the Company may require so that the Company can satisfy applicable Withholding Obligations with respect to such exercise, including, without limitation, requiring the Option Holder to: (i) remit the amount of any such Withholding Obligations to the Company in advance; (ii) reimburse the Company for any such Withholding Obligations; (iii) authorize the Company to sell, on behalf of the Option Holder, all of the Shares issuable upon exercise of such Options or such number of Shares as is required to satisfy the Withholding Obligations and to retain such portion of the net proceeds (after payment of applicable commissions and expenses) from such sale the amount required to satisfy any such Withholding Obligations; or (iv) cause a broker who sells Shares acquired by the Option Holder under the Plan on behalf of the Option Holder to withhold from the proceeds realized from such sale the amount required to satisfy any such Withholding Obligations and to remit such amount directly to the Company. The Company undertakes to remit any such amount to the applicable taxation or regulatory authority on account of such Withholding Obligations.

 

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Any Shares of an Option Holder that are sold by the Company, or by a broker engaged by the Company (the “Broker”), to fund Withholding Obligations will be sold as soon as practicable in transactions effected on the Exchange or such other stock exchange where the majority of the trading volume and value of the Shares occurs. In effecting the sale of any such Shares, the Company or the Broker will exercise its sole judgement as to the timing and manner of sale and will not be obligated to seek or obtain a minimum price. Neither the Company nor the Broker will be liable for any loss arising out of any sale of such Shares including any loss relating to the manner or timing of such sales, the prices at which the Shares are sold or otherwise. In addition, neither the Company nor the Broker will be liable for any loss arising from a delay in transferring any Shares to an Option Holder. The sale price of Shares sold on behalf of Option Holders will fluctuate with the market price of the Company’s shares and no assurance can be given that any particular price will be received upon any such sale.

 

ARTICLE 7

AMENDMENT AND TERMINATION

 

7.1 Prospective Amendment

 

Subject to applicable regulatory and, if required by any relevant law, rule or regulation applicable to the Plan, to shareholder approval, the Board may from time to time amend the Plan and the terms and conditions of any Option thereafter to be granted and, without limiting the generality of the foregoing, may make such amendment for the purpose of meeting any changes in any relevant law, rule or regulation applicable to the Plan, any Option or the Shares or for any other purpose which may be permitted by all relevant laws, rules and regulations, provided always that any such amendment shall not alter the terms or conditions of any Option or impair any right of any Option Holder pursuant to any Option awarded prior to such amendment. Notwithstanding the foregoing, the Board may, subject to the requirements of the Exchange, amend the terms upon which each Option shall become vested with respect to Shares without further approval of the Exchange, other regulatory bodies having authority over the Company, the Plan or the shareholders.

 

7.2 Retrospective Amendment

 

Subject to applicable regulatory and, if required by any relevant law, rule or regulation applicable to the Plan, to shareholder approval, the Board may from time to time retrospectively amend the Plan and, with the consent of the affected Option Holders, retrospectively amend the terms and conditions of any Options which have been previously granted. For greater certainty, the policies of the Exchange currently require that disinterested shareholder approval be obtained for any reduction in the Exercise Price or any extension of the term of any Option held by an insider of the Company.

 

7.3 Termination

 

The Board may terminate the Plan at any time provided that such termination shall not alter the terms or conditions of any Option or impair any right of any Option Holder pursuant to any Option awarded prior to the date of such termination. Notwithstanding the termination of the Plan, the Company, Options awarded under the Plan, Option Holders and Shares issuable under Options awarded under the Plan shall continue to be governed by the provisions of the Plan.

 

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7.4 Agreement

 

The Company and every Person to whom an Option is awarded hereunder shall be bound by and subject to the terms and conditions of the Plan.

 

7.5 No Shareholder Rights

 

An Option Holder shall not have any rights as a shareholder of the Company with respect to any of the Shares covered by an Option until the Option Holder exercises such Option in accordance with the terms of the Plan and the issuance of the Shares by the Company.

 

7.6 Record Keeping

 

The Company shall maintain a register in which shall be recorded the name and address of each Option Holder, the number of Options granted to an Option Holder, the details thereof and the number of Options outstanding.

 

7.7 No Representation or Warranty

 

The Company makes no representation or warranty as to the future market value of any Shares issued in accordance with the provisions of the Plan.

 

7.8 Option Holder Status

 

For stock options granted to Employees, Consultants or Management Company Employees, the Company and the Option Holder are responsible for ensuring and confirming that the Option Holder is a bona fide Employee, Consultant or Management Company Employee, as the case may be.

 

ARTICLE 8

APPROVALS REQUIRED FOR PLAN

 

8.1 Approvals Required for Plan

 

Prior to its implementation by the Company, the Plan is subject to approval by the Exchange and thereafter the Plan must be approved by shareholders and the Exchange on an annual basis. Unless the Company has obtained Disinterested Shareholder Approval,

 

(a)

the maximum aggregate number of Options that are issuable pursuant to this Plan granted to or issued to insiders (as a group) must not exceed 10% of the issued shares of the Company at any point in time; and

 

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(b)

The maximum aggregate number of Options that are issuable pursuant to this Plan granted to or issued in any 12 month period to insiders (as a group) must not exceed 10% of the issued shares of the Company, calculated as at the date the Options are granted or issued to any insider.

 

8.2 Substantive Amendments to Plan

 

Any substantive amendments to the Plan shall be subject to the Company first obtaining the approvals of:

 

(a)

the shareholders or disinterested shareholders, as the case may be, of the Company at a general meeting where required by the rules and policies of the Exchange or any stock exchange on which the Shares may be listed for trading; and

 

(b)

the Exchange or any stock exchange on which the Shares may be listed for trading.

 

Approved by the directors on this 30th day of November, 2021.

 

ON BEHALF OF THE BOARD OF ENCORE ENERGY CORP.
“W. Paul Goranson”
W. Paul Goranson Chief Executive Officer

 

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ADDENDUM

SPECIAL RULES FOR U.S. PARTICIPANTS

 

1.1 Grants to U.S. Participants

 

For purposes of this Addendum, a U.S. Participant shall mean any Option Holder who is a U.S. citizen or a U.S. resident for U.S. federal tax purposes, in each case as defined in the U.S. Internal Revenue Code of 1986, as amended (the “Code”). In addition to the other provisions of this Plan (and notwithstanding any other provision of this Plan to the contrary), the following limitations and requirements will apply to any Option granted to a U.S. Participant:

 

1.1.1

the Exercise Price payable per Option Share upon exercise of an Option will not be less than 100% of the fair market value of the Option Shares before the Grant Date (on the Exchange, or another stock exchange where the majority of the trading volume and value of the Shares occurs). For purposes of this Addendum, ‘fair market value” means (a) if the Shares are listed on the Exchange, the last closing price of the Shares on the Exchange before the grant of the Option; or (b) if the Shares are not then listed on the Exchange, but are listed on another stock exchange or market, the last closing price of the Shares on the stock exchange or market before the grant of the Option. Fair market value shall be calculated without regard to any discount or trailing average method permitted by the Exchange;

 

1.1.2

the Board may use its reasonable efforts to ensure that any adjustment with respect to the Option Exercise Price for and number of Option Shares subject to an Option (including, but not limited to, the adjustments contemplated under Section 3.9 above) granted to a U.S. Participant pursuant to this Plan will be made so as to comply with, and not create any adverse consequences under, sections 424 and 409A of the Code; and

 

1.1.3

Options granted to U.S. Participants that are intended to qualify as an “incentive stock options” within the meaning of section 422 of the Code (“Incentive Stock Options”) shall, notwithstanding any other provision of this Plan to the contrary, be subject to the following limitations and requirements:

 

	1.1.3.1	The maximum number of Option Shares reserved for issuance of Incentive Stock Options under this Plan shall not exceed 20,070,573 .

	1.1.3.2	An Incentive Stock Option may be granted only to Employees (including a Director or officer who is also an employee) of the Company (or of any parent or subsidiary of the Company). For purposes of this Addendum, the term Participant, as applied to a U.S. Participant, shall mean a person who is an employee for purposes of the Code and the terms “parent” and “subsidiary” shall have the meanings set forth in sections 424(e) and 424(f) of the Code;

1.1.3.3

To the extent that the aggregate fair market value (determined at the time of grant) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by any Option Holder during any calendar year (under all plans of the Company and any affiliates) exceeds $100,000 USD (or such other limit established in the Code) or otherwise does not comply with the rules governing Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise do not comply with such rules will be treated as non-qualified Options, notwithstanding any contrary provision of the applicable Option Certificate;

 

- 13 -

 

	1.1.3.4	The Exercise Price payable per Option Share upon exercise of an Incentive Stock Option will not be less than 100% of the fair market value of an Option Share on the grant date; provided, however, that, in the case of the grant of an Incentive Stock Option to a U.S. Participant who, at the time such Incentive Stock Option is granted, is a 10% shareholder (as defined in the Code), the Exercise Price payable per Option Share upon exercise of such Incentive Stock Option will be not less than 110% of the fair market value of a Share on the grant date;

	1.1.3.5	An Incentive Stock Option will terminate and no longer be exercisable no later than ten years after the grant date; provided, however, that in the case of a grant of an Incentive Stock Option to a U.S. Participant who, at the time such Incentive Stock Option is granted, is a 10% shareholder, such Incentive Stock Option will terminate and no longer be exercisable no later than five years after the Grant Date;

	1.1.3.6	If a U.S. Participant who has been granted Incentive Stock Options ceases to be employed by the Company (or by any parent or subsidiary of the Company) for any reason, whether voluntary or involuntary, other than death, permanent disability or cause, such Incentive Stock Option shall cease to qualify as an Incentive Stock Option as of the earlier of (i) the date that is three months after the date of cessation of employment or (ii) the expiration of the term of such Incentive Stock Option. If a U.S. Participant who has been granted Incentive Stock Options ceases to be employed by the Company (or by any parent or subsidiary of the Company) because of the death or permanent disability of such U.S. Participant, such U.S. Participant, then such Incentive Stock Option shall cease to qualify as an Incentive Stock Option as of the earlier of (i) the date that is one year after the date of death or permanent disability, as the case may be, or (ii) the expiration of the term of such Incentive Stock Option. Nothing herein is intended to require the Option to remain outstanding any longer than as required under the terms of this Plan. For purposes of this Addendum, the term “permanent disability” has the meaning assigned to that term in section 422(e)(3) of the Code;

	1.1.3.7	An Incentive Stock Option granted to a U.S. Participant may be exercised during such U.S. Participant’s lifetime only by such U.S. Participant;

	1.1.3.8	An Incentive Stock Option granted to a U.S. Participant may not be transferred, assigned or pledged by such U.S. Participant, except by will or by the laws of descent and distribution; and

	1.1.3.9	No Incentive Stock Option will be granted more than ten years after the earlier of the date this Plan is adopted by the Board or the date this Plan is approved by the shareholders of the Company.

1.1.4

Notwithstanding Section 3.6 of this Plan pertaining to Blackout Periods, no Option granted to a U.S. Participant may be extended beyond its Expiry Date if such extension would cause the Option to become deferred compensation subject to Section 409A of the Code.

 

- 14 -

 

ENCORE ENERGY CORP.
SCHEDULE “A”

STOCK OPTION PLAN OPTION CERTIFICATE

 

This Certificate is issued pursuant to the enCore Energy Corp. (the “Company”) Stock Option Plan (the “Plan”) and evidences that                           (the “Option Holder”) is the holder of an option (the “Option”) to purchase up to                     common shares (the “Shares”) in the capital stock of the Company at a purchase price of $                  per Share. Subject to the provisions of the Plan:

 

(a)

the Award Date of this Option is                                ; and

 

(b)

the Expiry Date of this Option is _______________.

 

The right to purchase Shares under the Option will vest in the Holder in                        increments over the term of the Option as follows:

 

Dates	Cumulative Number of Shares which may be Purchased

 

This Option may be exercised in accordance with its terms at any time and from time to time from and including the Award Date through to and including up to 5:00 local time in Vancouver, British Columbia on the Expiry Date, by delivery to the Administrator of the Plan an Exercise Notice, in the form provided in the Plan, together with this Certificate and a certified cheque or bank draft payable to “enCore Energy Corp.” in an amount equal to the aggregate of the Exercise Price of the Shares in respect of which the Option is being exercised. If the Option Holder is an employee, consultant or management company employee, the Option Holder confirms that it is a bona fide employee, consultant or management company employee, as the case may be.

 

This Certificate and the Option evidenced hereby are not assignable, transferable or negotiable and are subject to the detailed terms and conditions contained in the Plan. This Certificate is issued for convenience only and in the case of any dispute with regard to any matter in respect hereof, the provisions of the Plan and the records of the Company shall prevail.

 

The foregoing Option has been awarded this _________________ day of________, 20______.

 

ENCORE ENERGY CORP.

 

Per:
	Authorized Signatory

 

A-1

 

SCHEDULE “B”

U.S. OPTION HOLDER SUPPLEMENT

 

If the Option Holder is a U.S. person, or was present in the United States at the time the Option Holder was offered the Option or at the time the Option Holder received the Option Certificate (the “U.S. Option Holder”), the U.S. Option Holder acknowledges and agrees that:

 

1.

The Option and any Shares that may be issued by the Company pursuant to the exercise of the Option have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and the issuance hereby is being made pursuant to an exemption from the registration requirements of the U.S. Securities Act and similar exemptions under applicable state securities laws. Accordingly, the Option is, and, upon issuance, the Shares will be, “restricted securities” as such term is defined in Rule 144 under the U.S. Securities Act, and, therefore may not be offered or sold by the U.S. Option Holder, directly or indirectly, without registration under the U.S. Securities Act and applicable state securities laws or in compliance with an available exemption therefrom. The U.S. Option Holder understands that the certificate(s) representing the Option and any Shares issued pursuant to an exercise thereof will contain a legend in respect of such restrictions as set out in Section 3 below.

 

2.

The U.S. Option Holder understands that except as otherwise provided in Section 3 of this Schedule B to the Option Certificate, this option shall be neither transferable nor assignable by the Option Holder other than by will or the laws of descent and distribution following the Option Holder’s death and may be exercised, during the Option Holder’s lifetime, only by the Option Holder.

 

3.

If this Option is designated a Non-Qualified Stock Option (and not an Incentive Stock Option) and the U.S. Option Holder decides to offer, sell or otherwise transfer any of the Option or the Shares, the U.S. Option Holder may not offer, sell or otherwise transfer any of such securities directly or indirectly, unless:

 

	a.	the sale is to the Company;

	b.	the sale is made outside the United States in a transaction meeting the requirements of Rule 904 of Regulation S under the U.S. Securities Act and in compliance with applicable local laws and regulations;

	c.	the sale is made in compliance with the exemption from the registration requirements under the U.S. Securities Act provided by Rule 144 thereunder, if available, and in accordance with applicable state securities laws; or

d.

the securities are sold in a transaction that does not require registration under the U.S. Securities Act or any applicable state laws and regulations governing the offer and sale of securities, and the U.S. Option Holder has prior to such sale furnished to the Company an opinion of counsel or other evidence of exemption, in either case reasonably satisfactory to the Company.

 

B-1

 

2.

The certificate(s) representing the Option and the Option Shares, if any, that are directly issued by the Company and all certificate(s) issued in exchange therefor or in substitution thereof, will be endorsed with the following or a similar legend until such time as it is no longer required under the applicable requirements of the U.S. Securities Act or applicable state securities laws:

 

“THE SECURITIES REPRESENTED HEREBY [for options, add: AND THE SECURITIES ISSUABLE UPONEXERCISE THEREOF] HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”

 

provided, that if the Option or such Shares are being sold outside the United States in compliance with the requirements of Rule 904 of Regulation S under the U.S. Securities Act (“Regulation S”), the legend set forth above may be removed by providing an executed declaration to the registrar and transfer agent of the Company, substantially in the form attached as Exhibit I hereto (or in such other form as the Company or its transfer agent may prescribe from time to time) and, if requested by the Company or the transfer agent, an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Company and the transfer agent to the effect that such sale is being made in compliance with Rule 904 of Regulation S; and provided, further, that, if any Option or such Shares are being sold otherwise than in accordance with Regulation S and other than to the Company, the legend may be removed by delivery to the Company and its registrar and transfer agent of an opinion of counsel, of recognized standing reasonably satisfactory to the Company, that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws.

 

3.

If the U.S. Option Holder is resident in the State of California on the effective date of the grant of the Option, then, in addition to the terms and conditions contained in the Plan and in this U.S. Option Holder Supplement, the undersigned acknowledges that the Company, as a reporting issuer under the securities legislation in certain Provinces of Canada, is required to publicly file with the securities regulators in those jurisdictions continuous disclosure documents, including audited annual financial statements and unaudited quarterly financial statements (collectively, the “Financial Statements”). Such filings are available on the System for Electronic Document Analysis and Retrieval (SEDAR), and documents filed on SEDAR may be viewed under the Company’s profile at the following website address: www.sedar.com. Copies of Financial Statements will be made available to the undersigned by the Company upon such U.S. Option Holder’s request.

 

B-2

 

4.

Additional Terms Applicable to an Incentive Stock Option. In the event this Option is designated an Incentive Stock Option, the following terms and conditions shall also apply to the grant:

 

a.

This Option shall cease to qualify for favorable tax treatment as an Incentive Stock Option if (and to the extent) this Option is exercised for one or more Shares: (i) more than three months after the date the Option Holder ceases to be an employee for any reason other than death or disability or (ii) more than twelve months after the date the Option Holder ceases to be an employee by reason of disability.

 

b.

This Option shall not become exercisable in the calendar year in which granted if (and to the extent) the aggregate fair market value (determined at the grant date) of the Shares for which this Option would otherwise first become exercisable in such calendar year would, when added to the aggregate value (determined as of the respective date or dates of grant) of the Shares and any other securities for which one or more other Incentive Stock Options granted to the Option Holders prior to the grant date (whether under the Plan or any other option plan of the Company or any Affiliate) first become exercisable during the same calendar year, exceed $100,000 in the aggregate. To the extent the exercisability of this Option is deferred by reason of the foregoing limitation, the deferred portion shall become exercisable in the first calendar year or years thereafter in which the $100,000 limitation of this Section would not be contravened, but such deferral shall in all events end immediately prior to the effective date of a corporate transaction in which this Option is not to be assumed or otherwise continued in effect, whereupon the Option shall become immediately exercisable as a Non-Qualified Stock Option for the deferred portion of the Shares.

 

c.

Should the Option Holders hold, in addition to this Option, one or more other options to purchase Shares which become exercisable for the first time in the same calendar year as this Option, then the foregoing limitations on the exercisability of such options as Incentive Stock Options shall be applied to the option granted second.

 

d.

The Option Holder shall promptly notify the Company if the Option Holder sells or transfers the Shares prior to the second anniversary of the grant date or the first anniversary of the exercise date.

 

e.

If the Option Holder is a 10% Stockholder, then the expiration date of this Option shall be not later than the fifth (5th) anniversary measured from the date the Option is granted.

 

B-3

 

EXHIBIT I TO SCHEDULE “B”

TO STOCK OPTION PLAN OPTION CERTIFICATE

 

FORM OF DECLARATION FOR REMOVAL OF U.S. LEGEND

 

TO:	enCore Energy Corp. (the “Corporation”)
AND TO:	[●]

 

The undersigned acknowledges that the undersigned’s sale of the of the Corporation represented by certificate or account number                                                       to which this declaration relates is being made in reliance on Rule 904 of Regulation S (“Regulation S”) under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and certifies that (a) the undersigned is either not an affiliate of the Corporation as that term is defined in Rule 405 of the U.S. Securities Act or is an affiliate as so defined solely by virtue of holding his position as an officer or director, (b) the offer of such common shares was not made to a person in the United States and either (i) at the time the buy order was originated, the buyer was outside the United States or the undersigned and any person acting on the undersigned’s behalf reasonably believed that the buyer was outside the United States or (ii) the transaction was executed in, on or through the facilities of a “designated offshore securities market” (as such term is defined in Regulation S) and neither the undersigned nor any person acting on the undersigned’s behalf knows that the transaction has been prearranged with a buyer in the United States (as defined in Regulation S), (c) neither the undersigned nor any affiliate of the undersigned nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, (d) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the securities are “restricted securities” (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (e) the undersigned does not intend to replace the securities sold in reliance on Rule 904 of the U.S. Securities Act with fungible unrestricted securities and (f) the sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S.

 

Dated:	________________
	Name of Seller (Print)
	________________
	Signature of Seller

 

Affirmation By Seller’s Broker-Dealer (required for sales in accordance with Section (b)(ii) above)

 

We have read the foregoing representations of our customer, _____________________ (the “Seller”) dated __________________________________, with regard to our sale, for such Seller’s account, of the securities of the Corporation described therein, and on behalf of ourselves we certify and affirm that (A) we have no knowledge that the transaction had been prearranged with a buyer in the United States, (B) the transaction was executed on or through the facilities of a “designated offshore securities market”, (C) neither we, nor any person acting on our behalf, engaged in any directed selling efforts in connection with the offer and sale of such securities, and (D) no selling concession, fee or other remuneration is being paid to us in connection with this offer and sale other than the usual and customary broker’s commission that would be received by a person executing such transaction as agent. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.

 

Name of Firm
By:
	Authorized officer
Date:

 

B-4

 

SCHEDULE “C”

EXERCISE NOTICE

 

TO:	The Administrator, Stock Option Plan enCore Energy Corp.

101 N. Shoreline Blvd, Suite 450,

Corpus Christi, TX 78401

 

1. Exercise of Option

 

The undersigned hereby irrevocably gives notice, pursuant to the Stock Option Plan (the “Plan”) of enCore Energy Corp. (the “Company”), of the exercise of the Option to acquire and hereby subscribes for (cross out inapplicable item):

 

(a)

all of the Shares; or

 

(b)

of the Shares which are the subject of the option certificate attached hereto. Calculation of total Exercise Price:

 

(a)

number of Shares to be acquired on exercise:

________________shares

 

	(b)	times the Exercise Price per Share:	$_______________
		Total Exercise Price, as enclosed herewith:	$

 

The undersigned tenders herewith a cheque or bank draft (circle one) in the amount of $______________, payable to “enCore Energy Corp.” in an amount equal to the total Exercise Price of the Shares, as calculated above, and directs the Company to issue the share certificate evidencing the Shares in the name of the undersigned to be mailed to the undersigned at the following address:

 

 

C-1

 

All capitalized terms, unless otherwise defined in this exercise notice, will have the meaning provided in the Plan.

 

DATED the ________________ day of ________________________.

 

Witness		Signature of Option Holder
Name of Witness (Print)		Name of Option Holder (Print)

 

 

C-2

 

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-8

(Form Type)

 

enCore Energy Corp.

(Exact Name of Company as Specified in its Charter)

 

Table 1 – Newly Registered Securities

 

Security Type		Security Class Title		Fee  Calculation Rule		Amount Registered (1)				Proposed Maximum Offering Price Per Unit				Maximum Aggregate Offering Price				Fee Rate				Amount of Registration  Fee
Equity		Common Shares, no par value		Rule 457(c)			1,193,947	(2)		$	2.28	(3)		$	2,722,199			$	0.0001102			$	299.99
Equity		Common Shares, no par value		Rule 457(h)			8,340,500	(4)		$	2.62	(5)		$	21,852,110			$	0.0001102			$	2,408.10
Equity		Common Shares, no par value		Rule 457(h) Rule 457(c)			4,816,072	(6)		$	2.28	(3)		$	10,980,644			$	0.0001102			$	1,210.07
Total Offering Amounts														$	35,554,953							$	3,918.16
Total Fee Offsets																							–
Net Fee Due																						$	3,918.16

 

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement (this “Registration Statement”) also covers such additional securities as may hereinafter be offered or issued to prevent dilution resulting from any share split, share dividends, recapitalization or certain other capital adjustments.

 

(2)

Represents 1,193,947 Common Shares, without par value, of enCore Energy Corp. (the “Company”) that have been previously issued upon the exercise of stock options previously granted under the enCore Energy Corp. Stock Option Plan (the “Plan”) and are being registered for resale hereby.

 

(3)

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) of the Securities Act, and is based on a price of $2.28, the average of the high and low prices of the Common Shares as reported on the NYSE American on July 6, 2023.

 

(4)

Represents 8,340,500 Common Shares, without par value, that are issuable upon the exercise of outstanding stock options previously granted under the Plan, including 6,566,665 shares that are being registered for resale hereby.

 

(5)

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) of the Securities Act. The proposed maximum offering price per share and the proposed maximum aggregate offering price are calculated using a weighted average exercise price of approximately $2.62 per share for options issued and outstanding under the Plan as of July 6, 2023 based on exercise prices for such shares ranging from $0.37 to $5.40 per share.

 

(6)

Represents 4,816,072 Common Shares, without par value, issuable or reserved for future issuance under the Plan.

 

 

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