Mr. William Sheriff of EnCore reports
EARLY WARNING REPORT
EnCore Energy Corp. has acquired 15 million common shares of Verdera Energy Corp. (formerly POCML 7 Inc.), representing approximately 19.80 per cent of the issued and outstanding common shares of Verdera on an undiluted basis, assuming no further common shares of Verdera have been issued. The company also acquired 35 million non-voting preferred shares of Verdera, representing 100 per cent of the issued and outstanding preferred shares of Verdera.
The common shares and preferred shares were acquired by the company as a result of a business combination transaction completed by Verdera on Feb. 20, 2026. Pursuant to the business combination, Verdera acquired all of the issued and outstanding securities of Verdera Energy Corp. The business combination constituted the qualifying transaction of Verdera under the policies of the TSX Venture Exchange. Please refer to the company's news release dated Feb. 18, 2026, and Verdera's news release dated Feb. 20, 2026.
Immediately prior to the business combination, the company held no common shares or preferred shares of Verdera, meaning that the company's ownership and/or control of common shares increased from nil to 19.80 per cent, and its ownership and/or control over preferred shares increased from nil to 100 per cent. The company does not own any other securities of Verdera.
As previously disclosed by the company, pursuant to a share purchase agreement dated March 17, 2025, entered into among the company, NM Energy Holding Canada Corp. and the target, the company was issued 50 million non-voting preferred shares of the target. Pursuant to a side letter dated April 4, 2025, between the target and the company, the target had agreed to register the common shares issuable on conversion of 35 million of the consideration shares under the Securities Act of 1933, as amended. The company agreed, subject to the satisfaction of certain conditions, including, but not limited to, the effectiveness of a resale registration statement, to elect to convert 35 million of the consideration shares into common shares and set a record date for and complete the distribution of such shares to the company's shareholders by way of a stock dividend or similar distribution.
As a result of the business combination, the company received the 35 million preferred shares in exchange for 35 million of the consideration shares. On satisfaction of the foregoing conditions, the 35 million preferred shares will be converted to common shares and distributed to the company's shareholders. The issuer has informed the company that it expects to file the resale registration statement with the Securities and Exchange Commission promptly, which will become effective following the standard review and comment process of the SEC. Following the resale registration statement being declared effective by the SEC, the company may proceed with the conversion of the preferred shares to common shares, and their distribution to the shareholders of the company.
The company currently has no plans or future intentions with respect to the common shares. Depending on market conditions, general economic and industry conditions, trading prices of Verdera's securities, Verdera's business, financial condition and prospects, and/or other relevant factors, the company may develop such plans or intentions in the future, and may, from time to time, acquire additional securities, dispose of some or all of the existing or additional securities, or continue to hold the common shares or other securities of Verdera. Additionally, the 15 million common shares held by the company are restricted until such time as the preferred shares are converted to common shares and distributed to shareholders of the company.
The disclosure respecting EnCore's security holdings of Verdera contained in this press release is made pursuant to National Instrument 62-103 (the Early Warning System and Related Take-Over Bid and Insider Reporting Issues) and National Instrument 62-104 (Take-Over Bids and Issuer Bids), and a report respecting the above acquisition will be filed with the applicable securities regulatory authorities and will be available for viewing under EnCore's and Verdera's profiles on the SEDAR+ website.
About EnCore Energy Corp.
EnCore, America's clean energy company, is committed to providing clean, reliable and affordable fuel for domestic nuclear energy. EnCore Energy is the only uranium company in the United States with multiple operational central processing plants, both located in south Texas. The EnCore team is led by industry experts with extensive knowledge and experience in all aspects of uranium in situ recovery operations and the nuclear fuel cycle. EnCore solely utilizes ISR for uranium extraction, a 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 projects.
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