8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 25, 2025

enCore Energy Corp.

(Exact name of registrant as specified in its charter)

British Columbia	001-41489	N/A
(State or other jurisdiction<br>of incorporation)	(Commission<br><br>File Number)	(IRS Employer<br>Identification No.)
One Galleria Tower<br><br>13355 Noel Road, Suite 1700<br><br>Dallas, Texas	75240
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(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (361) 239-2025

5950 Berkshire Lane, Suite 210,

Dallas, Texas 75225

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class:	Trading<br>Symbol	Name of each exchange<br>on which registered:
Common Shares, no par value	EU	The Nasdaq Capital Market LLC<br><br>TSX Venture Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.	Entry into a Material Definitive Agreement.

As previously disclosed, on April 8, 2025, enCore Energy Corp. (the “Company”) and Verdera Energy Corp. (“Verdera”) closed the sale of the Company’s outstanding equity of NM Energy Holding Canada, a subsidiary of the Company that held the Crownpoint, Hosta Butte, Norse Rock, West Largo and Ambrosia Lake - Treeline uranium projects in New Mexico pursuant to a share purchase agreement, dated March 17, 2025 (the “Purchase Agreement”). Pursuant to the Purchase Agreement, the Company received 50,000,000 newly created non-voting preferred shares (the “Consideration Shares”) of Verdera in addition to other consideration previously disclosed. The Consideration Shares are entitled to vote together with the Verdera common shares in connection with any shareholder vote held for the purpose of approving Verdera listing on a Canadian stock exchange and concurrently registering under the Securities Exchange Act of 1934 (the “Exchange Act”), which is required to occur by December 10, 2025 (the “Going Public Outside Date”), subject to extension by mutual agreement of the Company and Verdera.

On November 25, 2025, the Company entered into a side letter (the “Side Letter”) with Verdera pursuant to which the Company and Verdera extended the Going Public Outside Date to February 23, 2026.

The Side Letter is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the material terms of the Side Letter does not purport to be complete and is qualified in its entirety by reference to the exhibit attached hereto.

Item 5.02.	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 1, 2025, Wayne W. Heili was appointed to the Board of Directors (the “Board”) of the Company with a term set to expire at the Company’s 2026 annual general meeting of shareholders. Mr. Heili was also appointed to the Compensation Committee of the Board.

In connection with his appointment to the Board, Mr. Heili will receive an annual director’s fee of $70,000, which will be pro-rated for 2025, and a one-time equity award under the Company’s 2024 Long-Term Incentive Plan consisting of (i) 25,000 restricted stock units, which vest one-half on the first anniversary of the date of grant and one-half on the second anniversary of the date of grant and (ii) 100,000 stock options at an exercise price of $2.73, which vest over a 24-month period, with 25% of the stock options vesting every six months after the date of grant. The stock options expire five years from the date of grant.

Mr. Heili was not elected pursuant to any arrangement or understanding between him and any other person. Mr. Heili has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

On December 1, 2025, Dr. Dennis Stover notified the Company of his resignation from his position as a member of the Board, effective December 31, 2025. Dr. Stover’s resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Item 7.01.	Regulation FD Disclosure.

On December 1, 2025, the Company issued a press release announcing the appointment of Mr. Heili to the Board and the resignation of Dr. Stover from the Board. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.

The information and exhibits furnished pursuant to Item 7.01 are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended or the Exchange Act, regardless of any general incorporation language in such filing.

Item 8.01.	Other Events.

On January 1, 2024, William M. Sheriff, the Company’s Executive Chairman, Chief Investment Officer and a member of the Board, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 24,000 common shares of the Company per calendar month. On August 27, 2025, Mr. Sheriff amended his Rule 10b5-1 trading arrangement to change the price limits for sales under the plan and provide for the sale of up to 24,000 common shares of the Company per calendar month.

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description
10.1	Side Letter, dated November 25, 2025 by and between enCore Energy Corp. and Verdera Energy Corp.
99.1*	Press Release of enCore Energy Corp. dated December 1, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
*	This Exhibit is intended to be furnished to, and not filed with, the Commission pursuant to General Instruction B.2 of Form 8-K.
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ENCORE ENERGY CORP.
By:	/s/ Robert W. Hudson Jr.
	Robert W. Hudson Jr.
	General Counsel and Corporate Secretary

Dated: December 2, 2025

EX-10.1

Exhibit 10.1

November 25, 2025

VERDERA ENERGY CORP.

1200 – 750 West Pender Street

Vancouver, BC

V6C 2T8

Re:	Share Purchase Agreement dated March 17, 2025, among Verdera Energy Corp. (the“Purchaser”), Encore Energy Corp. (the “Vendor”), and NM Energy Holding Canada Corp. (the “Share Purchase Agreement”)

This side letter (“Side Letter”) between the Purchaser and the Vendor is entered into in connection with the Share Purchase Agreement. Capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the Share Purchase Agreement.

By execution and delivery of this Side Letter, the Parties hereby extend the Going Public Outside Date to February 23, 2026.

This Side Letter may be executed and delivered in one or more counterparts and electronically, each of which when executed and delivered shall be deemed an original. All counterparts electronically delivered shall together be deemed to constitute one and the same agreement. Once executed and delivered, this Side Letter (a) constitutes a binding agreement between the Purchaser and the Vendor, (b) shall enure to the benefit of and be binding upon each of the Purchaser and the Vendor, and their successors and any permitted assigns, including the Resulting Issuer, and (c) shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal Laws of Canada applicable therein.

IN WITNESS WHEREOF this Agreement has been executed by the Purchaser and the Vendor as of the date first above written.

	VERDERA ENERGY CORP.
By:	/s/ Janet Lee Sheriff
	Authorized Signing Authority
	ENCORE ENERGY CORP.
By:	/s/ Robert J. Willette
	Authorized Signing Authority

EX-99.1

Exhibit 99.1

NEWS RELEASE<br><br><br>NASDAQ:EU<br> <br>TSXV:EU<br><br><br>December 1, 2025<br><br><br>ww.encoreuranium.com

enCore Energy Appoints Wayne Heili to the Board of Directors; Announces the Retirement of Dr. Dennis Stover

December 1, 2025 – Dallas, Texas – enCore Energy Corp. (NASDAQ:EU) (TSXV:EU) (the “Company” or “enCore”), America’s Clean Energy Company^™^, announced today the appointment of Mr. Wayne Heili to the Company’s Board of Directors effective immediately. In addition, Dr. Dennis Stover has announced his retirement from the Board effective December 31, 2025. Following his retirement from the Board, Dr. Stover will continue to actively support the Company as Chair of the Technical Advisory Committee.

“On behalf of the Board of Directors, I am pleased to welcome Wayne to the enCore team. His wealth of knowledge will be a valued input that will help shape our future and strengthen the Company’s position as a leader in the uranium industry,” said William M. Sheriff, Executive Chairman. “Dr. Dennis Stover’s five-decade career has helped shape the industry, advancing safe and sustainable fuel solutions. His leadership, vision, and dedication have been instrumental in advancing enCore. As he steps into retirement from the Board, we celebrate all he has accomplished and look forward to his continued support as he leads the newly constituted Technical Advisory Committee. His continuing legacy will influence and shape the uranium extraction industry and the future of clean energy for many years to come.”

Mr. Wayne Heili, Director

Mr. Heili is a metallurgical engineer specializing in uranium recovery throughout his 35+ year professional career. Starting out in South Texas and later moving to Wyoming, Mr. Heili has held technical, managerial and senior executive roles in both major corporate and junior development uranium production companies. He served as Vice President of Mining and later as Chief Executive Officer of Ur-Energy Inc. as it advanced projects from conception to production. Mr. Heili most recently served as the Chief Executive Officer of Peninsula Energy Limited as it successfully overcame a number of challenges in bringing the Lance Project in Wyoming to production status in 2025.

In a corporate capacity, Mr. Heili has successfully led teams charged with new project development, regulatory affairs, uranium marketing and investor relations campaigns. He served as an Executive Director of both Ur-Energy Inc. and Peninsula Energy Limited as well as holding Board of Directors position with the Uranium Producers of America, the Wyoming Mining Association and numerous community non-profit organizations.

On December 1, 2025, in connection with his appointment to the Board, Mr. Heili was granted an equity award under the Company’s 2024 Long-Term Incentive Plan, consisting of 25,000 restricted stock units that vest ratably over a two-year period and 100,000 stock options at an exercise price of US$2.73 vesting over a 24-month period, with 25% of the stock options vesting six months following the grant date, and an additional 25% vesting every six months thereafter. The stock options expire five years from the date of grant.

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 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.

Contact:

William M. Sheriff

Executive Chairman & Chief Investment Officer

972.333.2214

info@encoreuranium.com

www.encoreuranium.com

Cautionary NoteRegarding Forward Looking Statements:

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies ofthe TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This press release contains “forward-lookingstatements” 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 beidentified by such words as “will”, “expects”, “plans”, “believes”, “intends”, “estimates”, “projects”, “continue”, “potential”, and similarexpressions 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, and any statements regarding futureexpectations, beliefs, goals or prospects, including Dr. Stover’s continued support to the Company, the Company’s plans to strengthen its position in the uranium extraction industry and the creation of long-term value for itsshareholders. 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 orpredict, 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 suchforward-

looking statements, including, without limitation, exploration and development risks, changes in commodity prices, access to skilled personnel, the results of exploration and developmentactivities; 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 posedby 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 regulatoryrequirements 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 Form10-K, Quarterly Reports on Form 10-Q, management discussion and analysis and annual information form. Should one or more of these risks materialize, or shouldassumptions 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 theinformation 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 onlineat www.sec.gov and www.sedarplus.ca.

Forward-looking statements are provided for the purpose of providing informationabout 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, asthere 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 maydiffer materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement.