Mr. William Sheriff reports
ENCORE CLOSES C$69.8 MILLION PRIVATE PLACEMENT FINANCING
EnCore Energy Corp. has successfully completed its previously announced bought deal brokered private placement of an aggregate of 23 million subscription receipts of EnCore at a price of $3 per subscription receipt for aggregate gross proceeds to EnCore of $69-million, including the full exercise of the underwriters' option. Concurrently, EnCore completed a non-brokered private placement of 277,000 subscription receipts at the issue price for aggregate gross proceeds to EnCore of $831,000.
The offering was completed pursuant to an underwriting agreement entered into among EnCore, Canaccord Genuity Corp. (the lead underwriter), Haywood Securities Inc., Cantor Fitzgerald Canada Corp., PI Financial Corp., Clarus Securities Inc. and Red Cloud Securities Inc. In consideration for their services, the underwriters were paid a cash commission equal to 6 per cent of the gross proceeds of the offering (other than in respect of subscribers on the president's list for which a 2-per-cent commission was paid), subject to 50 per cent of the cash commission payable in respect of the subscription receipts being held in escrow pending the satisfaction of the escrow release conditions (as defined below) and in accordance with the terms of the subscription receipt agreement entered into among EnCore, Computershare Trust Company of Canada, as subscription receipt agent, and the lead underwriter. Additionally, in consideration for their services, the underwriters were issued an aggregate of 1.35 million non-transferable broker warrants of EnCore, with each broker warrant being exercisable into one common share of EnCore at a price of $3.25 per broker warrant share from the date hereof until 27 months following the satisfaction of the escrow release conditions. In connection with the concurrent offering, EnCore paid an aggregate of $13,800 as finder's fee commissions.
The net proceeds of the private placements will be used to finance the cash portion of the consideration (as defined below) payable by EnCore pursuant to the definitive agreement to acquire the Alta Mesa in situ recovery uranium project from Energy Fuels Inc. for total consideration of $120-million (U.S.), and for working capital purposes. For further details relating to the transaction, see the news release of EnCore dated Nov. 14, 2022.
Pursuant to the subscription receipt agreement, the gross proceeds from the private placements (less 50 per cent of the underwriters' cash commission and the underwriters' expenses) will be held in escrow pending satisfaction of certain conditions, including, amongst others: (a) the satisfaction of each of the conditions precedent to the transaction in accordance with the agreement (other than the payment of the cash portion of the consideration); and (b) the receipt of all required approvals in connection with the transaction and the offering, including, without limitation, conditional approval of the exchange.
Upon satisfaction of the escrow release conditions, each of the subscription receipts will automatically convert into one unit of EnCore. Each unit will comprise one common share of EnCore and one common share purchase warrant, with each warrant entitling the holder thereof to acquire one common share at a price of $3.75 for a period of three years following the satisfaction of the escrow release conditions. If the escrow release conditions have not been satisfied on or prior to Feb. 14, 2023, the escrow agent shall return the issue price plus any interest earned on the escrowed funds to the holders of subscription receipts and the subscription receipts shall be cancelled.
All securities issued under the private placements will be subject to a hold period expiring four months and one day from the date hereof. The private placements remain subject to final acceptance of the TSX Venture Exchange.
The subscription receipts were offered in each of the provinces of Canada on a private placement basis, to investors in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended, and in those jurisdictions outside of Canada and the United States which were agreed to by EnCore and the underwriters.
About EnCore Energy Corp.
EnCore Energy is the most diversified in situ recovery uranium development company in the United States and recently announced it entered into a definitive agreement to acquire the Alta Mesa in situ recovery uranium project. The transaction will position EnCore as a leading U.S.-focused ISR uranium company with the proven management expertise required to advance multiple production opportunities within its portfolio. EnCore is focused on becoming the next uranium producer from its licensed and past-producing South Texas Rosita processing plant by 2023. The South Dakota-based Dewey-Burdock project and the Wyoming Gas Hills project offer midterm production opportunities, with significant New Mexico uranium resource endowments providing long-term opportunities. The EnCore team is led by industry experts with extensive knowledge and experience in all aspects of ISR uranium operations and the nuclear fuel cycle. EnCore is committed to engaging and working with local communities and indigenous governments to create positive impact from corporate developments.
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