8-K
enCore Energy Corp. (EU)
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): April 11, 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.) |
| 101 N. Shoreline Blvd. Suite 450,<br><br>Corpus Christi, TX | 78401 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (361) 239-5449
Not Applicable
(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) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading<br><br>Symbol | Name of each exchange<br><br>on which registered: |
|---|---|---|
| Common Shares, no par value | EU | The Nasdaq Stock Market LLC |
| 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On April 11, 2025, Nathan Tewalt was appointed to the Board of Directors (the “Board”) of enCore Energy Corp. (the “Company”) with a term set to expire at the 2025 annual general meeting of shareholders. Mr. Tewalt was also appointed to the Sustainability Committee of the Board.
Mr. Tewalt will receive compensation in accordance with the Company’s existing compensation policy for non-management directors. Mr. Tewalt was not elected pursuant to any arrangement or understanding between him and any other person. Mr. Tewalt has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On April 15, 2025, the Company issued a press release announcing the appointment of Mr. Tewalt to 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 Securities Exchange Act of 1934, as amended (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 or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | Description |
|---|---|
| 99.1* | Press Release of enCore Energy Corp. dated April 15, 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. |
| --- | --- |
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 Willette | |
| Robert Willette | ||
| Acting Chief Executive Officer and<br><br>Chief Legal Officer | ||
| Dated: April 15, 2025 |
EX-99.1
Exhibit 99.1
NEWS RELEASE
NASDAQ:EU
TSXV:EU
April 15, 2025
www.encoreuranium.com
enCore Energy Appoints Mr. Nathan Tewalt to the Board of Directors
April 15, 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. Nathan Tewalt as a Director of the Board for enCore Energy Corp. Mr. Tewalt previously served on the enCore Energy Corp. Board of Directors from 2017 to 2022.
Mr. Nathan Tewalt, Director
With over 40 years of experience as an economic geologist in the mineral extraction industry, Mr. Tewalt has served in executive roles for uranium, precious metals and base metal companies. As the Chief Executive Officer and President of Standard Uranium Inc., Mr. Tewalt hired Dr. Dennis Stover (now a Director of enCore Energy Corp.) and acquired the Hobson In-Situ Recovery Central Processing Plant in Texas, United States. This strategic growth ultimately led to an acquisition by Energy Metals Corp. which was subsequently acquired by Uranium One for $1.8 billion. His leadership in the uranium space continued as he served on the Board of Directors, for enCore Energy, from 2017 to 2022, and as an advisor to enCore until June 2023. Mr. Tewalt is a graduate of Colorado State University with a BSc in Geology with an emphasis on ore deposit geology.
William M. Sheriff, enCore’s Executive Chairman stated: “On behalf of the entire Board of Directors, I want to thank Nate for returning to the Board during this phase of accelerated growth for the Company. His leadership during the initial conception and growth phases of enCore, along with his time as an active advisor, places him in a unique position. Nate not only possesses strong knowledge of the uranium sector, he also possesses fulsome knowledge of the Company and its operations. His valued input will continue to shape our direction and will further strengthen enCore’s position as a leader in the uranium extraction industry.”
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.
Contact:
William M. Sheriff
Executive Chairman
972-333-2214
info@encoreuranium.com
www.encoreuranium.com
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) acceptsresponsibility for the adequacy or accuracy of this release.
This press release contains “forward-looking statements” within the meaningof 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“will”, “expects”, “plans”, “believes”, “intends”, “estimates”, “projects”, “continue”, “potential”, and similar expressions or variations (including negativevariations) 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. 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’sability 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 indicatedor implied by such forward-looking statements, including, without limitation, 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 togrant 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 suchdistribution, 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 availabilityof 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 adequatelyprotect 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 asdisclosed 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 risksmaterialize, 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 noobligation 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 availableonline at www.sec.gov and www.sedarplus.ca.
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Forward-looking statements are provided for the purpose of providing information about the currentexpectations, 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 noassurance 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 materiallyfrom those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement.
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