M&A - enCore Energy Corp.

Form Type: 8-K

Filing Date: 2025-04-09

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525076251

Filing Summary: enCore Energy Corp. announced the completion of the acquisition of NM Energy Holding Canada Corp., a subsidiary that holds various uranium projects in New Mexico. The acquisition, formalized through a Share Purchase Agreement dated March 17, 2025, resulted in enCore receiving 50 million newly created non-voting preferred shares of Verdera Energy Corp. as part of the transaction. Additionally, enCore consented to Verdera undertaking a Going Public Transaction, with plans to raise at least CAD$20 million. A side letter was established, allowing enCore to convert 35 million of the preferred shares and to distribute them to its shareholders via a stock dividend. The conversion and distribution of the shares are contingent on certain conditions. Following the acquisition's closure on April 8, 2025, a registration rights agreement was also executed, enhancing enCore's ability to sell any common shares of Verdera acquired through the acquisition. A press release regarding the completion of the sale was issued on April 9, 2025, sharing these details.

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Form Type: 8-K

Filing Date: 2025-03-18

Corporate Action: Merger

Type: New

Accession Number: 000119312525056175

Filing Summary: On March 17, 2025, enCore Energy Corp. entered into a share purchase agreement to sell all outstanding equity of NM Energy Holding Canada Corp. to Verdera Energy Corp. The transaction involves a cash payment of $350,000 and the transfer of 50,000,000 non-voting preferred shares of Verdera, alongside a royalty on uranium and other minerals from specified New Mexico projects. The agreement allows Verdera to seek a stock exchange listing as part of a Going Public Transaction, with specific rights given to enCore regarding the equity and royalties based on the success of this listing. Should the Going Public Transaction fail to materialize by January 31, 2026, enCore has the option to repurchase the equity. The agreement requires mutual approvals and contains customary closing conditions. The sale is expected to close by March 31, 2025, pending these conditions being met. Key individuals from enCore are connected to Verdera, with a financial advisor provide fairness opinions on the deal.

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