enCore Energy Announces C$30 Million Underwritten Public Offering
NEWS RELEASE
NYSE American: EU
TSX.V: EU
January 25, 2023
www.encoreuranium.com
enCore Energy Announces C$30 Million Underwritten Public Offering
Corpus Christi, Texas – January 2 5, 202 3: enCore Energy Corp. (“enCore” or the “ Company”) ( NYSE
American: EU, TSXV: EU) in connection with its previously announced overnight marketed offering (the
“Offering”) today announced that it has entered into an underwriting agreement with Canaccord Genuity
as lead underwriter, together with a syndicate of underwriters (the “Underwri ters”) for the sale of
9,231,000 units of the Company (the “Units”) at a price of C$3.25 per Unit for total gross proceeds to the
Company of approximately C$30 million.
Each Unit will consist of one common share in the capital of the Company (each a “Unit Share”) and one-
half of one common share purchase warrant (a “Warrant”). Each Warrant will entitle the holder thereof
to purchase one common share of the Company (a “Warrant Share”) for a period of 36 months following
the Closing Date ( as defined herein ) of the Offering at an exercise price of C$ 4.05 per Warrant Share,
subject to adjustment in certain events.
In addition, t he Company has granted the Underwriters an optio n to purchase up to an additional
1,384,650 Units on the same terms and conditions exercisable at any time, in whole or in part, until 30
days following the Closing Date, for market stabilization purposes and to cover over-allotments, if any.
The Company expects to use the net proceeds from the Offering to maintain and advance the Company's
material properties, acquire properties, plant upgrades, drilling, maintenance and refurbishment,
community outreach and communications, licensing and permi tting and fo r general corporate and
working capital purposes in the manner as set forth in the preliminary short form prospectus. In addition,
if the Company is not able to complete a potential loan transaction contemplated by a non-binding term
sheet prior to February 15, 2023, the Company expects to use a portion of the proceeds from the Offering
to fund amounts required to be paid to complete the Company’s previously announced pending
acquisition of the Alta Mesa ISR uranium project (the “Alta Mesa Acquisition”).
Closing of the Offering, which is expected on or about February 10, 2023 (the “Closing Date”), is subject
to market and other customary conditions, including approvals of the TSX Venture Exchange and the NYSE
American.
The preliminary short form prospectus for the Offering has been filed , and an amendment to the
preliminary short form prospectus containing the definitive terms of the Offering will be filed, with the
securities commissions or similar securities regulatory authorities in each of the provinces of Canada
except Québec. A registration statement on Form F-10 relating to the Offering (including such prospectus)
has also been filed with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which
this communication relates but has not yet become effective ; an amendment to such registration
statement will also be filed, including an amendment to the short form prospectus for the Offering (as
amended, the “Registration Statement”) . The preliminary short form prospectus (and any amendment
thereto) and the Registration Statement contain important detailed information relating to the Company
and the Offering. The preliminary prospectus for the Offering (and any amendment thereto) is still subject
to completion and amendment. There will not be any sale or acceptance of an offer to buy the securities
until a receipt for the final prospectus has been issued and the Registration Statement becomes effective.
Before you invest, you should read the prospectus (and any amendment thereto) in that Registration
Statement and other documents the Company has filed with the SEC for more complete information
about the Company and this Offering. You may get these documents for free by visiting EDGAR on the SEC
web site at www.sec.gov and SEDAR at www.sedar.com. Alternatively, the Company, any underwriter or
any dealer participating in the Offering will arrange to send you the prospectus for the Offering (and any
amendment thereto) if you request it in Canada from Canaccord Genuity Corp., 40 Temperance Street,
Suite 2100, Toronto, ON M5H 0B4 and in the United States from Canaccord Genuity LLC, 99 High Street,
Suite 1200, Boston, Massachusetts 02110, Attn: Syndicate Department, by telephone at (617) 371-3900,
or by email at [email protected].
In addition, the Company has agreed to file a preliminary short form prospectus to qualify 23,277,000
units (“Subscription Receipt Units”) of the Company to be issued up conversion of 23,277,000 previously
issued subscription receipts (the “Subscription Receipts”). The Subscription Receipts wer e issued by the
Company on December 6, 2022. The Subscription Receipt Units will be issued upon satisfaction of certain
escrow release conditions (the “Escrow Release Conditions”) including the satisfaction of each of the
conditions precedent to the closi ng of the Alta Mesa Acquisition (other than the payment of the cash
portion of the consideration in connection the Alta Mesa Acquisition). Each Subscription Receipt Unit will
be comprised of one common share in the capital of the Company and one common sh are purchase
warrant (a “Subscription Receipt Warrant”). Each Subscription Receipt Warrant will entitle the holder
thereof to purchase one common share of the Company at a price of C$3.75 for a period of three (3) years
following the satisfaction of the Escrow Release Conditions.
The Subscription Receipts and the Subscription Receipt Units have not been, and will not be, registered
under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold in the United
States without r egistration under the U.S. Securities Act and all applicable state securities laws or
compliance with the requirements of an applicable exemption therefrom. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy sec urities in the United States, nor shall
there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be
unlawful.
About enCore Energy Corp.
enCore Energy is the most diversified In-Situ Recovery (ISR) uranium development company in the United
States and recently announced it entered into a definitive agreement to acquire the Alta Mesa In -Situ
Recovery uranium project. The Alta Mesa Acquisition will position enCore as a leading US -focused ISR
uranium company wit h the proven management expertise required to advance multiple production
opportunities within its portfolio. enCore is focused on becoming the next uranium producer from its
licensed and past -producing South Texas Rosita Processing Plant by 2023. The Sout h Dakota -based
Dewey-Burdock project and the Wyoming Gas Hills project offer mid-term production opportunities, with
significant New Mexico uranium resource endowments providing long -term opportunities. The enCore
team is led by industry experts with exten sive knowledge and experience in all aspects of ISR uranium
operations and the nuclear fuel cycle. enCore is committed to engaging and working with local
communities and indigenous governments to create positive impact from corporate developments.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For further information please contact:
William M. Sheriff
Executive Chairman
972-333-2214
www.encoreuranium.com
Cautionary Note Regarding Forward -Looking Statements: Certain information contained in this news
release, including: any information relating to the Company being a leading uranium company; completion
of the Offering and use of proceed s from the Offering; the ability of the Company to complete the Alta
Mesa Acquisition and to realize the expected benefits of the Alta Mesa Acquisition; the closing of the
potential loan transaction that is contemplated to fund the completion of the Alta Mesa Acquisition; and
any other statements regarding future expectations, beliefs, goals or prospects; may constitute “forward-
looking information” and “forward-looking statements” within the meaning of applicable Canadian and
United States securities legislation (collectively, "forward-looking statements"). All statements in this news
release that are not statements of historical fact (including statements containing the words "expects", “is
expected”, "does not expect", "plans", "anticipates", "does not anticipate", "belie ves", "intends",
"estimates", "projects", "potential", "scheduled", "forecast", "budget" and similar expressions or
variations (including negative variations) of such words and phrases, or statements that certain actions,
events or results “may”, “could”, “would”, “might” or “will” be taken ) should be considered forward -
looking statements. All such forward -looking statements are subject to important risk factors and
uncertainties, many of which are beyond the companies' ability to control or predict. Forwar d-looking
statements necessarily involve known and unknown risks, including, without limitation, risks associated
with general economic conditions; adverse industry events; risks associated with accessing additional
funding required for the transactions and operations discussed in this news release; the use of proceeds of
the Offering; whether the Company will be able to complete the potential loan transaction that is
contemplated to fund the completion of the Alta Mesa Acquisition; the Company’s ability to complete the
Alta Mesa Acquisition; future legislative and regulatory developments; the ability of enCore to implement
its business strategies; and other risks. A number of important factors could cause actual results or events
to differ materially from those indicated or implied by such forward-looking statements, including without
limitation exploration and development risks, changes in commodity prices, access to skilled mining
personnel, the results of exploration and development activities; uninsured risks; regulatory risks; defects
in title; the availability of materials and equipment, timeliness of government approvals and unanticipated
environmental impacts on operations; risks posed by the economic and political environments in which the
Company operates and intends to operate; market instability due to the COVID-19 pandemic; the potential
for losses arising from the expansion of operations into new markets; increased competition; assumptions
regarding market trends and the expected demand and desires for the Company’s products and proposed
products; reliance on industry manufacturers, suppliers and others; the failure to adequately protect
intellectual property; the failure to adequately manage future growth; adverse market c onditions, the
failure to satisfy ongoing regulatory requirements and factors relating to forward looking statements listed
above which include risks as disclosed in the companies' annual information form filings. Should one or
more of these risks material ize, or should assumptions underlying the forward -looking statements prove
incorrect, actual results may vary materially from those described herein as intended, planned,
anticipated, believed, estimated or expected. The Company assumes no obligation to up date the
information in this communication, except as required by law. Additional information identifying risks and
uncertainties is contained in filings by the Company with the various securities commissions which are
available online at www.sec.gov and www.sedar.com. Forward-looking statements are provided for the
purpose of providing information about the current expectations, beliefs and plans of management. Such
statements may not be appropriate for other purposes and readers should not place undue rel iance on
these forward-looking statements, that speak only as of the date hereof, as there can be no assurance that
the plans, intentions or expectations upon which they are placed will occur. Such information, although
considered reasonable by management at the time of preparation, may prove to be incorrect and actual
results may differ materially from those anticipated. Forward -looking statements contained in this news
release are expressly qualified by this cautionary statement.