Mr. William Sheriff reports
ENCORE ENERGY CORP. COMPLETES UPSIZED $115 MILLION OFFERING OF SENIOR CONVERTIBLE NOTES
EnCore Energy Corp. has closed its previously announced offering of $115-million aggregate principal amount of 5.50 per cent convertible senior notes due 2030, which includes the upsized offering of $100-million and the exercise in full of the $15-million option granted to the initial purchasers of the convertible notes.
The initial conversion rate for the convertible notes is 303.9976 common shares per $1,000 principal amount of notes, which represents an initial conversion price of $3.2895 per common share. The initial conversion price represents a premium of 27.5 per cent over the last reported sale price of $2.58 per common share on Aug. 19, 2025, on The Nasdaq Capital Market. Under certain circumstances, the conversion price may be adjusted. However, the rate will in no event be greater than 387.5968 common shares per $1,000 principal amount of notes (subject to adjustment), which represents a conversion price of approximately $2.58 per common share.
The net proceeds from the offering were approximately $109.8-million, after deducting the initial purchasers' discounts and commissions and estimated offering expenses. The company used $11.5-million of the net proceeds from the convertible notes offering to pay the cost of entering into capped call transactions in connection with the convertible notes and approximately $10.6-million of the net proceeds from the convertible notes offering to repay amounts outstanding under its loan agreement. enCore intends to use the remainder of the net proceeds from the convertible notes offering for general corporate purposes.
The convertible notes and enCore's common shares issuable upon conversion of the convertible notes, if any, have not been and will not be registered under the Securities Act, or any state securities laws, or qualified by way of a prospectus in any province or territory of Canada. As a result, neither the convertible notes nor any common shares issuable upon conversion of the convertible notes may be offered or sold in the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws, and may not be offered or sold to persons located or resident in Canada until Dec. 23, 2025, except pursuant to an exemption from the prospectus requirements of applicable Canadian securities laws.
Cantor Fitzgerald & Co. acted as sole bookrunner. Haywood Securities Inc. acted as a co-manager. Sidley Austin LLP and Bennett Jones LLP acted as legal advisers to the initial purchasers. HudsonWest LLC acted as the company's financial adviser, and Winston & Strawn LLP and Morton Law LLP served as the company's legal advisers.
All references to dollar amounts contained in this press release are expressed in United States dollars.
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 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.
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