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or Name
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EnCore Energy Corp
Symbol EU
Shares Issued 71,492,750
Close 2016-07-21 C$ 0.065
Market Cap C$ 4,647,029
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EnCore Energy arranges $756,000 financing

2016-07-21 10:01 ET - News Release

Mr. William Sheriff reports

ENCORE ENERGY ANNOUNCES FINANCING; REPURCHASE OF SHARES FROM TILL CAPITAL

EnCore Energy Corp. has arranged a non-brokered private placement of up to 8.4 million units at price of nine cents per unit, for proceeds of up to $756,000. Each unit consists of one common share of EnCore and one whole common share purchase warrant. Each warrant will entitle the holder to purchase one additional common share of the company at a price of 15 cents for two years from the date of issue of the warrant and 25 cents during the third year.

Up to $500,000 of the proceeds of the private placement will be used to repurchase from Till Capital Ltd. up to 10 million common shares of EnCore held by Till's subsidiary, Resource Re Ltd., at a price of five cents per share. The balance of the proceeds will be used for general corporate and administrative purposes.

Under the terms of an agreement between the company and Till dated July 20, 2016, the parties have agreed to complete the repurchase, subject to completion of the private placement and applicable regulatory approvals, by not later than Aug. 10, 2016. The company intends to purchase seven million of the 10 million shares and assign its right to purchase the remaining three million shares to third parties, including some of the company's officers and directors. EnCore has agreed that any shares not ultimately acquired by third parties will be repurchased by the company. All shares repurchased by the company will be cancelled and returned to the company's treasury.

"Through this creative financing and repurchase arrangement the company will be able to add approximately $400,000 net to the treasury while only increasing the issued and outstanding shares by 1.4 million shares," said William M. Sheriff, chairman. "We intend to continue to position the company to participate in what we see as the bright long-term future of the uranium industry."

Through Resource Re, Till currently owns an aggregate of 13,847,000 (or 19.37 per cent) of the company's outstanding common shares. The repurchase is therefore a related party transaction within the meaning of Multilateral Instrument 61-101 protection of minority security holders in special transactions. The company is relying on the exemption from the formal valuation requirement in Section 5.5(b) of MI 61-101 (as a result of its shares being listed on the TSX Venture Exchange) and the exemption from the minority approval requirement in Section 5.7(1)(f) of MI 61-101 (as a result of the transaction having a fair market value of less than 25 per cent of the company's market capitalization).

On completion of the repurchase and assuming the full amount of the private placement is raised, Till will control 3,847,000 (or 5.28 per cent) of the company's anticipated 72,892,750 outstanding common shares.

Completion of the private placement and repurchase transactions is subject to the approval of the TSX Venture Exchange. The company may pay cash commission or finders' fees to eligible parties on all or a portion of the private placement, in accordance with the rules and policies of the TSX Venture Exchange.

We seek Safe Harbor.

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