enCore Energy Enters Definitive Agreement for Sale of New Mexico Assets; Plans to Distribute Consideration Shares to enCore Shareholders
enCore Energy Enters Definitive Agreement for Sale of New Mexico Assets;
Plans to Distribute Consideration Shares to enCore Shareholders
NASDAQ:EU
TSXV:EU
www.encoreuranium.com
DALLAS
,
March 18, 2025
/CNW/ -
enCore Energy Corp.
(NASDAQ: EU) (TSXV: EU) (the "Company" or "enCore"), America's Clean Energy Company™,
announced today that it has entered into a share purchase agreement (the "
Agreement
") with Verdera Energy Corp. ("
Verdera
") pursuant to which Verdera will
acquire an enCore subsidiary that holds the
Crownpoint
, Hosta Butte, Nose Rock, West Largo, and
Ambrosia Lake
– Treeline uranium projects located in
New
Mexico
(the "
Properties
") in exchange for 50,000,000 non-voting preferred shares (the "
Consideration Shares
") of Verdera representing approximately 73% of
the current issued and outstanding shares of Verdera on a fully diluted basis,; a 2% net proceeds royalty on uranium, and a 2% net smelter returns royalty on
other minerals, extracted and sold from the Properties, and a non-refundable cash payment of US
$350,000
. The transaction with Verdera represents the fourth
and largest transaction to date in enCore's ongoing program of divesting uranium assets that are not in its production pipeline.
Pursuant to the Agreement, following closing, Verdera will pursue a listing on a Canadian stock exchange by
December 10, 2025
, which may be extended by
mutual agreement of the parties to
January 31, 2026
. Concurrent with Verdera listing on a Canadian stock exchange, 15,000,000 Consideration Shares will
convert into common shares of the resulting listed company (the "
Resulting Issuer
") and be retained by enCore. The remaining 35,000,000 Consideration Shares
will convert into common shares of the Resulting Issuer in connection with the planned distribution by enCore of the shares to its shareholders by way of a stock
dividend or similar distribution.
Executive Chairman,
William M. Sheriff
stated: "As enCore pushes forward on its aggressive uranium extraction plans in
South Texas
, we continue to execute on
our stated non-core asset disposition strategy to create additional value for shareholders. We believe that our
New Mexico
projects deserve a dedicated focus,
which they do not currently receive inside enCore's broader portfolio of producing and near-term producing assets. With Verdera, we hope to surface additional
value, and to eventually transfer a majority of that additional value directly to shareholders though the distribution of Verdera shares. We look forward to working
with Verdera and its Chief Executive Officer, Mr.
Tim Gabruch
, to see a greater focus on the essential steps to modernize resources and develop long term
relationships with local communities to secure a social license for development of the assets. This requires a dedicated effort on the legislative and social fronts
over a number of years, important work beyond enCore's focus, scope and timelines."
Please join us on
March 20th
at
11:00AM ET
for an enCore Corporate Update Webcast with Executive Chairman
William Sheriff
, Director Dr.
Dennis Stover
, and
Acting CEO
Robert Willette
to discuss recent developments and future plans for the Company. Attendees can register for the webcast with this link:
https://app.webinar.net/qYj1XqMXgQm
.
To view a map of the
New Mexico
assets please visit:
https://rb.gy/rs1g74
.
The Transaction
Pursuant to the Agreement, enCore will sell a subsidiary company that holds the Properties to Verdera in exchange for the Consideration Shares, royalties and
cash payment described above. The closing of the sale of the subsidiary is anticipated to occur by
March 31, 2025
, subject to customary closing conditions set
forth in the Agreement.
The Agreement provides that the Consideration Shares will be entitled to vote together with the Verdera common shares in connection with any shareholder vote
held for the purpose of approving a transaction to be listed on a Canadian stock exchange, as well as in certain other circumstances. In the event Verdera does
not complete a listing and concurrent financing, enCore will have the right to repurchase the subsidiary holding the Properties in exchange for the return of the
Consideration Shares and cancellation of the royalties.
Pursuant to the terms of the Agreement enCore has a right to participate in any financing by Verdera in order to maintain up to its initial equity interest in Verdera,
until Verdera completes a listing on a Canadian stock exchange.
The New Mexico Properties
The Properties are located in the historic Grants Uranium District in
New Mexico
and include control of mineral rights over more than 400 square miles. Several
different known uranium resources lie within this large area of mineral rights along with very good exploration potential to increase these resources and/or discover
additional uranium resources.
New Mexico's
Grants Uranium District has produced ~350 million pounds U
3
O
8
, or nearly 40% of all uranium mined in the US and is
one of the largest uranium districts in the world. Highlights of the most significant projects are shown below:
Crownpoint
and Hosta Butte Project
1
Project Highlights:
Crownpoint
is permitted under Laramide Resources Ltd.'s Nuclear Regulatory Commission License to recover up to 3 million pounds of uranium per year;
Located within 5 miles of a licensed processing site and mineralization amenable to In-Situ Recovery;
Three existing shafts for underground production were developed by Conoco in the 1980s.
Crownpoint and Hosta Butte Current Mineral Resource Estimate 2022
1
Resource
Million
Grade
Attributable
Category
Tons
eU
3
O
8
%
eU
3
O
8
%
(M lbs.)
Crownpoint
Indicated
7.32
0.111
16.22
Hosta Butte
Indicated
3.64
0.13
9.48
Total Indicated Mineral Resource
10.96
0.117
25.70
Crownpoint
Inferred
0.68
0.103
1.39
Hosta Butte
Inferred
1.71
0.131
4.48
Total Inferred Mineral Resource
2.39
0.121
5.87
Historic Mineral Resources - Significant Projects
Historic Resources
2,3,4
Project
Million Tons
Grade
e
U
3
O
8
%
Attributable
U
3
O
8
(M lbs.)
Nose Rock
11.8
0.148
35.0
West Largo
2.9
0.30
17.2
Ambrosia Lake
2.0
0.176
7.1
Total Historic Mineral Resources
59.3
A Qualified Person (as defined in NI 43-101) has not done sufficient work to classify the historical estimates as a current mineral resource. The Company believes
the historical results are relevant and reliable for the purposes of defining areas for further exploration work. Additional work will be required to verify and update
historical estimates, including a review of assumptions, parameters, methods and testing. The historical estimate does not use the current mineral resources
categories prescribed under NI 43-101. The Company is not treating the historical estimate as a current mineral resource.
John M. Seeley
, Ph.D., P.G., C.P.G., enCore's Manager of Geology and Exploration, and a Qualified Person under NI 43-101, has reviewed and approved the
technical disclosure in this news release on behalf of the Company.
About Verdera Energy Corp.
Verdera Energy Corp. is a private Canadian corporation focused on the development of advanced uranium assets in
New Mexico
, home to the largest uranium
resources in
the United States
. Verdera is focused on developing known uranium projects to meet the growing demand for reliable domestic uranium, in
the United
States
, to fuel the nuclear industry. Backed by industry leaders, contributing a wealth of expertise across all aspects of uranium exploration, development, and
production, Verdera is committed to fostering strong community relations and promoting environmental stewardship. Verdera strives to collaborate closely with
local communities and exclusively advance projects that can utilize the environmentally friendly ISR uranium extraction technology.
Verdera is led by Chief Executive Officer and Director, Mr.
Tim Gabruch
, who brings more than 30 years of experience within the uranium and nuclear industry.
Mr. Gabruch previously served as Chief Executive Officer and Director of IsoEnergy Ltd., Vice President Commercial for Denison Mines Ltd. and as Chief
Commercial Officer for Uranium Participation Corp. (now the Sprott Physical Uranium Trust). Mr. Gabruch also previously worked at Cameco Corporation for
more than 20 years, including seven years as Vice-President, Marketing, where he led a team tasked with selling and delivering more than 30 million lbs of
uranium annually.
About enCore Energy Corp.
enCore Energy Corp., America's Clean Energy Company™, is committed to providing clean, reliable, and affordable fuel for nuclear energy as the only
United
States
uranium company with multiple Central Processing Plants in operation. The enCore team is led by industry experts with extensive knowledge and
experience in all aspects of In-Situ Recovery ("ISR") uranium operations and the nuclear fuel cycle. enCore solely utilizes ISR for uranium extraction, a well-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 developments.
www.encoreuranium.com
1
.
NI-43-101 Technical Report,
Crownpoint
and Hosta Bute Uranium Project,
McKinley County, New Mexico
, USA completed by BRS Inc. and enCore Energy
Corp. (effective
February 25, 2022
).
2
.
McLemore, Virginia T., Prin. Senior Economic Geologist, "Uranium Resources in
New Mexico
", New Mexico Bureau of Geology & Mineral Resources"
which incorporates a table entitled: Estimated uranium resources in
New Mexico
, 2017 (updated from McLemore, et al., 2011, 2013.
3
.
Hassan Alief, Technical Report on Section 1, T18N, R12W, Nose Rock Uranium Property,
McKinley County, New Mexico
, reported an effective
February
9, 2009
for Strathmore Minerals Corp.
4
.
Behre Dolbear
& Company (
USA
) Inc., 2011, Technical Report on the Nose Rock Project of Uranium Resources Inc., prepared by
Robert D. Maxwell
,
CPG.
Cautionary Note Regarding Forward Looking Statements:
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.
The securities referenced herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any
state securities laws and may not be offered or sold within
the United States
or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under
the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and Canadian securities
laws that are based on management's current expectations, assumptions and beliefs. Forward-looking statements can often be identified by such words as
"anticipates", "expects", "plans", "believes", "intends", "estimates", "potential", and similar expressions or variations (including negative variations) of such
words and phrases, or statements that certain actions, events or results "may", "could", or "will" be taken.
Forward-looking statements and information that are not statements of historical fact include, but are not limited to, any information relating to statements
regarding future or potential extraction, statements regarding ability to complete, and the timing of completion of the transactions contemplated by the
Agreement, including the parties' ability to satisfy the conditions set forth in the Agreement and the possibility of any termination of the Agreement, ability to
complete, and the timing of completion of a stock exchange listing by Verdera, ability to complete, and the timing of completion of a distribution of common
shares of the Resulting Issuer to shareholders of the Company, conversion of the Consideration Shares, and the Company's ongoing program of divesting
uranium assets that are not in the Company's production pipeline, and any other statements regarding future expectations, beliefs, goals or prospect.
. All such
forward-looking statements are not guarantees of future results and forward-looking statements are subject to important risk factors and uncertainties, many of
which are beyond the Company's ability to control or predict, that could cause actual results to differ materially from those expressed in any forward-looking
statement. 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 the risk that the proposed transaction may not be completed in a timely manner or at all, the possibility that any or all of
the conditions to the completion of the share sale may not be satisfied or waived, the occurrence of any event, change or other circumstance that could give
rise to the termination of the Agreement, the risk that a stock exchange listing by Verdera may not be completed in a timely manner or at all, including that a
governmental entity may prohibit, delay or refuse to grant approval for such listing, the risk that a distribution of common shares of the Resulting Issuer may not
be completed in a timely manner or at all, including that a governmental entity may prohibit, delay or refuse to grant approval for such distribution, Verdera's
ability to realize the synergies contemplated by the proposed transaction, exploration and development risks, changes in commodity prices, access to skilled
personnel, the results of exploration and development activities; extraction risks; uninsured risks; regulatory risks; defects in title; the availability of materials
and equipment, timeliness of government approvals and unanticipated environmental impacts on operations; litigation risks; risks posed by the economic and
political environments in which the Company operates and intends to operate; increased competition; assumptions regarding market trends and the expected
demand and desires for the Company's products and proposed products; reliance on industry equipment manufacturers, suppliers and others; the failure to
adequately protect intellectual property; the failure to adequately manage future growth; adverse market conditions, the failure to satisfy ongoing regulatory
requirements and factors relating to forward looking statements listed above which include risks as disclosed in the Company's filings on SEDAR+ and with the
SEC, including its Annual Report on Form 10-K, management discussion and analysis and annual information form. Should one or more of these risks
materialize, 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 update 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 respective securities
commissions which are available online at
www.sec.gov
and
www.sedarplus.ca
. 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 reliance 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 based 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.
View original content to download multimedia:
https://www.prnewswire.com/news-releases/encore-energy-enters-definitive-agreement-for-sale-of-new-mexico-assets-plans-to-distribute-consideration-shares-to-encore-shareholders-302403965.html
SOURCE
enCore Energy Corp.
View original content to download multimedia:
http://www.newswire.ca/en/releases/archive/March2025/18/c1074.html
%SEDAR: 00029787E
For further information:
William M. Sheriff, Executive Chairman, 972-333-2214, [email protected]
CO: enCore Energy Corp.
CNW 07:00e 18-MAR-25