Encore Energy Corp. Announces Filing of Preliminary Prospectus IN Connection with $26MM Offering
ENCORE ENERGY CORP. ANNOUNCES
FILING OF PRELIMINARY PROSPECTUS IN
CONNECTION WITH $26MM OFFERING
/NOT FOR DISTRIBUTION TO
UNITED STATES
NEWSWIRE SERVICES OR
DISSEMINATION IN
THE UNITED STATES
/
CORPUS CHRISTI, TX
,
March 7, 2022
/CNW/ -
enCore Energy Corp.
("
enCore
" or the
"
Company
") (TSXV: EU) is pleased to announce that, further to its news release of
March 2, 2022
,
the Company has filed a preliminary prospectus dated
March 7, 2022
in order to qualify the
distribution of 17,050,298 units (the "
Units
") in the capital of the Company, at a price of
$1.53
per
Unit (the "
Issue Price
") for aggregate gross proceeds of
$26,086,955.94
(the "
Offering
"). Each
Unit will be comprised of one common share of the Company (each, a "
Common Share
") and one-
half of one Common Share purchase warrant (each whole Common Share purchase warrant, a
"
Warrant
"). Each full Warrant will entitle the holder thereof to purchase one Common Share (each, a
"
Warrant Share
") at a price of
$2.00
for a period of 24 months following the closing date of the
Offering (the "
Closing Date
"). In addition, the Company will also grant the Underwriters (as defined
below) an option (the "
Over-Allotment Option
") to purchase an additional 2,557,544 Units at the
Issue Price, exercisable in whole or in part, for a period of 30 days from and including the Closing
Date to cover over-allotments, if any, and for market stabilization purposes. The Underwriters shall
be under no obligation whatsoever to exercise the Over-Allotment Option, in whole or in part. The
aggregate gross proceeds of the Offering, if the Over-Allotment Option is exercised in full, will be
$29,999,998.26
.
Pursuant to the terms of an underwriting agreement (the "
Underwriting Agreement
") between the
Company and Clarus Securities Inc. ("
Clarus
"), as lead underwriter and sole bookrunner, PI
Financial Corp. and Red Cloud Securities Inc. (together with Clarus, the "
Underwriters
"), the
Underwriters will purchase an aggregate of 17,050,298 Units at the Issue Price for aggregate gross
proceeds of
$26,086,955.94
.
The Company intends to use the net proceeds from the Offering to maintain and advance the
Company's material properties, acquire properties, plant upgrades, maintenance and refurbishment,
and for general corporate and working capital purposes.
The Units will be offered by way of a short form prospectus to be filed in each of the provinces of
Canada
, other than
Quebec
, on a private placement basis in
the United States
pursuant to the
exemptions from the registration requirements of the
United States Securities Act of 1933
, as
amended (the "
U.S. Securities Act
"), provided by Rule 144A or Rule 506(b) of Regulation D
thereunder or in such other manner as to not require registration under the U.S. Securities Act, and
in those jurisdictions outside of
Canada
and
the United States
which are agreed to by the Company
and the Underwriters, where the Common Shares can be issued on a private placement basis,
exempt from any prospectus, registration or other similar requirements.
The Offering is expected to close on or about
March 24, 2022
, and is subject to certain conditions
including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX
Venture Exchange.
The securities 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 registration 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 securities 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
With approximately 90 Million pounds of U
3
O
8
estimated in the Measured and Indicated Resource
categories, and 9 Million pounds of U
3
O
8
estimated in the Inferred Resource category
1
, enCore is
the most diversified in-situ recovery uranium development company in
the United States
. enCore is
focused on becoming the next uranium producer from its licensed and past-producing South Texas
Rosita Processing Plant by 2023. The
South 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 extensive knowledge and experience in all aspects of ISR uranium operations and the
nuclear fuel cycle. For more information, visit
www.encoreuranium.com
.
Dr.
Douglas H. Underhill
, CPG, the Company's Chief Geologist, and a Qualified Person under
National Instrument 43 101—
Standards of Disclosure for Mineral Projects
("
NI 43-101
"), has
approved the technical disclosure in this news release.
1
Mineral resource estimates are based on technical reports prepared in accordance with NI 43-101 and available on SEDAR as well as company websites at
www.encoreuranium.com
.
NEITHER 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.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS:
Certain information in
this news release constitutes forward-looking statements under applicable securities laws. Any
statements that are contained in this news release that are not statements of historical fact may be
deemed to be forward-looking statements. Forward-looking statements are often identified by terms
such as "may", "should", "anticipate", "expect", "potential", "believe", "intend" or the negative of these
terms and similar expressions. Forward-looking statements in this news release include, but are not
limited to, statements with respect to internal expectations, estimated margins, expectations for
future growing capacity and costs, the completion of any capital project or expansions. Forward-
looking statements necessarily involve known and unknown risks, including, without limitation, risks
associated with general economic conditions; adverse industry events; marketing costs; loss of
markets; future legislative and regulatory developments; inability to access sufficient capital from
internal and external sources, and/or inability to access sufficient capital on favourable terms; income
tax and regulatory matters; the ability of enCore to implement its business strategies; competition;
currency and interest rate fluctuations and other risks.
Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to
place undue reliance on forward-looking statements 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.
SOURCE
enCore Energy Corp.
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For further information:
William M. Sheriff, Executive Chairman, 972-333-2214,
[email protected], www.encoreuranium.com
CO: enCore Energy Corp.
CNW 17:45e 07-MAR-22