06:30:44 EDT Fri 04 Jul 2025
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EnCore Energy Corp (2)
Symbol EU
Shares Issued 186,261,281
Close 2025-03-18 C$ 2.24
Market Cap C$ 417,225,269
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EnCore signs deal to sell New Mexico assets to Verdera

2025-03-18 18:22 ET - News Release

Mr. William Sheriff reports

ENCORE ENERGY ENTERS DEFINITIVE AGREEMENT FOR SALE OF NEW MEXICO ASSETS; PLANS TO DISTRIBUTE CONSIDERATION SHARES TO ENCORE SHAREHOLDERS

EnCore Energy Corp. has entered into a share purchase agreement with Verdera Energy Corp., pursuant to which Verdera will acquire an EnCore subsidiary that holds the Crownpoint, Hosta Butte, Nose Rock, West Largo and Ambrosia Lake/Treeline uranium projects, located in New Mexico, in exchange for 50 million non-voting preferred shares of Verdera, representing approximately 73 per cent of the current issued and outstanding shares of Verdera on a fully diluted basis; a 2-per-cent net proceed royalty on uranium and a 2-per-cent net smelter return royalty on other minerals extracted and sold from the properties; and a non-refundable cash payment of $350,000 (U.S.). The transaction with Verdera represents the fourth and largest transaction to date in EnCore's continuing program of divesting uranium assets that are not in its production pipeline.

Pursuant to the agreement, following closing, Verdera will pursue a listing on a Canadian stock exchange by Dec. 10, 2025, which may be extended by mutual agreement of the parties to Jan. 31, 2026. Concurrent with Verdera listing on a Canadian stock exchange, 15 million consideration shares will convert into common shares of the resulting listed company and be retained by EnCore. The remaining 35 million consideration shares will convert into common shares of the resulting issuer in connection with the planned distribution by EnCore of the shares to its shareholders by way of a stock dividend or similar distribution.

Executive chairman William M. Sheriff stated: "As EnCore pushes forward on its aggressive uranium extraction plans in south Texas, we continue to execute on our stated non-core asset disposition strategy to create additional value for shareholders. We believe that our New Mexico projects deserve a dedicated focus, which they do not currently receive inside EnCore's broader portfolio of producing and near-term-producing assets. With Verdera, we hope to surface additional value and to eventually transfer a majority of that additional value directly to shareholders though the distribution of Verdera shares. We look forward to working with Verdera and its chief executive officer, Mr. Tim Gabruch, to see a greater focus on the essential steps to modernize resources and develop long-term relationships with local communities to secure a social licence for development of the assets. This requires a dedicated effort on the legislative and social fronts over a number of years, important work beyond EnCore's focus, scope and timelines."

Please join the company on March 20, 2025, at 11 a.m. ET, for an EnCore corporate update webcast with Mr. Sheriff, Dr. Dennis Stover, director, and Robert Willette, acting chief executive officer, to discuss recent developments and future plans for the company. Attendees can register for the webcast on-line.

The transaction

Pursuant to the agreement, EnCore will sell a subsidiary company that holds the properties to Verdera in exchange for the consideration shares, royalties and cash payment described above. The closing of the sale of the subsidiary is anticipated to occur by March 31, 2025, subject to customary closing conditions set forth in the agreement.

The agreement provides that the consideration shares will be entitled to vote together with the Verdera common shares in connection with any shareholder vote held for the purpose of approving a transaction to be listed on a Canadian stock exchange as well as in certain other circumstances. In the event Verdera does not complete a listing and concurrent financing, EnCore will have the right to repurchase the subsidiary holding the properties in exchange for the return of the consideration shares and cancellation of the royalties.

Pursuant to the terms of the agreement, EnCore has a right to participate in any financing by Verdera in order to maintain up to its initial equity interest in Verdera until Verdera completes a listing on a Canadian stock exchange.

The New Mexico properties

The properties are located in the historic Grants uranium district in New Mexico and include control of mineral rights over more than 400 square miles. Several different known uranium resources lie within this large area of mineral rights along with very good exploration potential to increase these resources and/or discover additional uranium resources. New Mexico's Grants uranium district has produced approximately 350 million pounds U3O8 (triuranium octoxide), or nearly 40 per cent of all uranium mined in the United States, and is one of the largest uranium districts in the world. Highlights of the most significant projects are shown below.

Crownpoint and Hosta Butte project

Project highlights:

  • Crownpoint is permitted under Laramide Resources Ltd.'s Nuclear Regulatory Commission licence to recover up to three million pounds of uranium per year;
  • Located within five miles of a licensed processing site and mineralization amenable to in situ recovery;
  • Three existing shafts for underground production were developed by Conoco in the 1980s.

A qualified person (as defined in National Instrument 43-101) has not done sufficient work to classify the historical estimates as a current mineral resource. The company believes the historical results are relevant and reliable for the purposes of defining areas for further exploration work. Additional work will be required to verify and update historical estimates, including a review of assumptions, parameters, methods and testing. The historical estimate does not use the current mineral resources categories prescribed under NI 43-101. The company is not treating the historical estimate as a current mineral resource.

Dr. John M. Seeley, PhD, PG, CPG, EnCore's manager of geology and exploration, and a qualified person under NI 43-101, has reviewed and approved the technical disclosure in this news release on behalf of the company.

About EnCore Energy Corp.

EnCore Energy, America's clean energy company, is committed to providing clean, reliable and affordable fuel for nuclear energy as the only United States uranium company with multiple central processing plants in operation. The EnCore team is led by industry experts with extensive knowledge and experience in all aspects of in situ recovery (ISR) uranium operations and the nuclear fuel cycle. EnCore solely utilizes ISR for uranium extraction, a well-known and proven technology co-developed by the leaders at EnCore Energy.

Following upon EnCore's demonstrated success in south Texas, future projects in EnCore's planned project pipeline include the Dewey-Burdock project in South Dakota and the Gas Hills project in Wyoming. The company holds other assets including non-core assets and proprietary databases. EnCore is committed to working with local communities and indigenous governments to create positive impact from corporate developments.

We seek Safe Harbor.

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