Ms. Janet Lee Sheriff reports
VERDERA ENERGY ANNOUNCES FORM F-1 DECLARED EFFECTIVE BY THE SEC
Verdera
Energy Corp.'s registration statement on Form F-1 was declared effective by the U.S. Securities and Exchange Commission on Sept. 14, 2026. The registration statement was filed in accordance with the share purchase agreement with EnCore Energy Corp. and registers the distribution of 35 million Verdera common shares held by EnCore to its shareholders. Details of the share purchase agreement were previously announced on March 18, 2025. EnCore has set a record date of Sept. 25, 2026, for the distribution of the distribution shares as a special dividend payable on Sept. 30, 2026, to EnCore shareholders of record. A total of 14 million of the distribution shares will be subject to restrictions on transfer expiring in equal releases on Nov. 20, 2026, and Feb. 20, 2027.
Verdera and EnCore entered into: (i) a share purchase agreement, dated March 17, 2025, pursuant to which, among other things, EnCore was issued 50 million non-voting preferred shares of Verdera; and (ii) a side letter dated April 4, 2025, by and between EnCore and Verdera, pursuant to which Verdera agreed to register the common shares issuable on conversion of the consideration shares under the Securities Act of 1933, as amended, and EnCore agreed, subject to the satisfaction of certain conditions, including, but not limited to, the effectiveness of a resale registration statement of Verdera, to elect to convert 35 million consideration shares into Verdera common shares and set a record date for, and complete, EnCore's distribution of such shares to its shareholders by way of a special dividend.
The distribution is subject to the completion of all necessary filings with and receipt of all approvals from the Nasdaq Capital Market LLC and the TSX Venture Exchange.
The distribution of the distribution shares is being completed pursuant to the effective F-1 registration statement (No. 333-295440) of Verdera. Shareholders of EnCore who receive the distribution shares in the dividend distribution should read the prospectus in the registration statement and other documents Verdera has filed with the SEC for more complete information about Verdera and the distribution of the distribution shares. The distribution will be made only by means of a final prospectus Verdera will file with the SEC. Copies of the registration statement and the prospectus contained therein and the final prospectus, when available, related to the distribution, can be obtained at no charge by visiting the SEC's website. Alternatively, copies may be obtained by contacting Verdera Energy, 250, 750 West Pender St., Vancouver, B.C., V6C 2T7, Canada, attention: corporate secretary.
About Verdera Energy Corp.
Verdera Energy is focused on the development of in situ recovery uranium assets in New Mexico. With the largest land position in a prolific uranium district and the largest uranium endowment among United States-focused public uranium exploration companies, Verdera is working to meet the growing demand for clean, reliable domestic uranium. Led by a team with extensive experience in the uranium and natural resource sector, Verdera holds private mineral rights spanning approximately 400 square miles, 88 million pounds of known and historic resources, and a significant proprietary uranium database. New Mexico, with expansive uranium resources, is positioned as a critical district in the U.S. domestic nuclear renaissance, driven by efforts to reduce reliance on foreign imports. Verdera is committed to fostering strong community relations and strives to work closely with local communities.
We seek Safe Harbor.
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