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): November 10, 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.) |
| 5950 Berkshire Lane, Suite 210,<br><br>Dallas, TX | 75225 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (361) 239-2025
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)) |
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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 |
| 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 2.02. Results of Operations and Financial Condition.
The following information is intended to be furnished under Item 2.02 of Form 8-K, “Results of Operations and Financial Condition.” This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this report, regardless of any general incorporation language in the filing. On November 10, 2025, enCore Energy Corp. (the “Company”) issued a press release announcing its financial results for the Company’s third quarter ended September 30, 2025. The full text of the press release is furnished herewith as Exhibit 99.1 to this report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | Description |
|---|---|
| 99.1 | Press Release of enCore Energy Corp. dated November 10, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 Secretary | ||
| Dated: November 12, 2025 |
EX-99.1
Exhibit 99.1
NEWS RELEASE
NASDAQ:EU
TSXV:EU
November 10, 2025
www.encoreuranium.com
enCore Energy Reports Q3 2025 Financial Results, Highlighted by Increased Uranium Extraction Rates and Reduced Costs
November 10, 2025 – Dallas, Texas – enCore Energy Corp. (NASDAQ:EU | TSXV:EU) (the “Company” or “enCore”), America’s Clean Energy Company^TM^, announced today its financial and operational results for the nine months ended September 30, 2025.
“Our third quarter results underscore the strength of enCore’s operational performance,” said Rob Willette, Chief Executive Officer of enCore Energy. “Production from our South Texas operations continued to trend upward, with improvements in wellfield efficiency driving strong extraction results. With nearly half a million pounds delivered year-to-date, over 227,000 pounds extracted in the quarter, and a cash balance exceeding $100 million, our team continues to execute. Combined with our inclusion of the Dewey-Burdock Project in the federal FAST-41 program, we’re solidifying enCore’s position as a leading domestic producer supporting America’s clean energy future.”
Highlights for three months ended September 30, 2025 include:
| • | Net loss per share $(0.03) versus $(0.09) in same period 2024; |
|---|---|
| • | Sale (delivery) into contract of 130,000 pounds of uranium (“U3O8”) at a price of $68.28 and a weighted average cost of $38.35; |
| --- | --- |
| • | U3O8 extraction of 227,070<br>pounds, an increase of 11.4% from the second quarter of 2025; |
| --- | --- |
| • | Closing balance of 287,089 pounds of U3O8 in inventory at a cost of $38.27 per pound; |
| --- | --- |
| • | Closing cash and equivalent balance of $100.3 million with working capital of $119.7 million.<br> |
| --- | --- |
Highlights for nine months ended September 30, 2025 include:
| • | Weighted average cost of U3O8 sold of $53.71 per pound versus $97.91 per pound in same period 2024; | ||||
|---|---|---|---|---|---|
| • | Delivery of 480,000 pounds of U3O8 into sales contracts at an average price of $64.13 per pound; | ||||
| --- | --- | ||||
| • | No<br>U3O8 has been, nor is forecasted to be, purchased in 2025. | ||||
| --- | --- | ||||
| Total Costs ofU3O8 Sold | Nine Months Ended September 30, 2025 | ||||
| --- | --- | --- | --- | --- | --- |
| Pounds U3O8 | Cost (000s) | Cost/Pounds | |||
| Total Cost of Pounds | 480,000 | $ | 53.71 | ||
| Purchased (2024) inventory (1) | 225,000 | $ | 68.59 | ||
| Extracted total cost | 255,000 | $ | 40.58 | ||
| Extracted: | |||||
| Cash costs (2) | $ | 26.20 | |||
| Non-Cash costs (3) | $ | 14.38 |
All values are in US Dollars.
| (1) | Lower of actual cost or market price as of end Q3-2025. | ||||
|---|---|---|---|---|---|
| (2) | Cash costs of extracted pounds related to cost of goods sold are a metric for investors in evaluating the<br>Company’s operations. | ||||
| --- | --- | ||||
| (3) | Non-cash costs of extracted pounds related to cost of goods sold as an insight into additional expenses that<br>impact overall costs and include depletion and certain sales related fees. | ||||
| --- | --- | ||||
| Inventory Remaining on Hand | As of September 30, 2025 | ||||
| --- | --- | --- | --- | --- | --- |
| Pounds U3O8 | Cost (000s) | Cost/Pounds | |||
| Total Cost of Inventory | 287,089 | $ | 38.27 | ||
| Purchased (2024) inventory (1) | 20,000 | $ | 59.42 | ||
| Extracted total cost | 267,089 | $ | 36.68 | ||
| Extracted: | |||||
| Cash costs (2) | $ | 25.50 | |||
| Non-Cash costs (3) | $ | 11.18 |
All values are in US Dollars.
| (1) | Lower of actual cost or market price as of end Q3-2025. |
|---|---|
| (2) | Cash costs of extracted pounds related to cost of goods sold are a metric for investors in evaluating the<br>Company’s operations. |
| --- | --- |
| (3) | Non-cash costs of extracted pounds related to cost of goods sold as an insight into additional expenses that<br>impact overall costs and include depletion and certain sales related fees. |
| --- | --- |
Operational Update:
On September 2, 2025, the Company announced that its Dewey-Burdock Project, located in South Dakota, was approved for inclusion in the Fast-41 Program by the U.S. Federal Permitting Improvement Steering Council (“Permitting Council”) for expedited permitting review. This is a component of the implementation of President Trump’s Executive Order on Immediate Measures to Increase American Mineral Production. The Company’s Dewey-Burdock Project received its Source and Byproduct Materials License in 2014, from the Nuclear Regulatory Commission (“NRC”), now under timely renewal, and will work with the NRC as the lead agency for federal permitting. The Company’s objective is to advance the Dewey Burdock Project into development and operation utilizing the ISR uranium extraction process. Under the Executive Order, the Permitting Council identifies priority infrastructure and critical mineral projects to receive accelerated permitting review. The addition of the first South Dakota ISR project to the Fast-41 Program supports the domestic uranium production focus of the United States. This focus enables the development of essential clean energy, extracted through environmentally responsible ISR technology, to provide affordable, reliable domestic energy.
Investor Information
enCore’s interim financial statements, including the accompanying Management’s Discussion and Analysis, are available in the Company’s Quarterly Report on Form 10-Q, to be filed with the SEC. The report can be accessed at www.sec.gov and on enCore’s investor relations page at www.encoreuranium.com.
The Company will file its third quarter Form 10-Q with the U.S. Securities and Exchange Commission (“SEC”) today, which includes the Company’s consolidated financial statements, for the nine months ended, September 30, 2025 and the related notes and financial results.
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 themeaning 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“expects”, “plans”, “believes”, “intends”, “continue”, “potential”, “remains”, and similar expressions or variations (including negative variations) of such wordsand 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 arenot limited to, any information relating to statements regarding future or potential extraction, and any other statements regarding future expectations, beliefs, goals or prospects, statements regarding the success of current and future ISRoperations, including projects in our pipeline, our development plans, forecasts relating to uranium purchases, our future extraction plans and expectations and our commitment to working with local communities and indigenous governments to createpositive impact from corporate developments should be considered forward looking statements. All such forward-looking statements are not guarantees of future results and forward-looking statements are subject to important risks 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, including those described in greater detail in our filings withthe SEC and on SEDAR+, particularly those described in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and annual information from and MD&A.Forward-looking statements necessarily involve known and unknown risks, including, without limitation, risks associated with assumptions regarding project economics; discount rates; expenditures and the current cost environment; timing and scheduleof the projects, general economic conditions; adverse industry events; future legislative and regulatory developments; the ability of enCore to implement its business strategies; and other risks. A number of important factors could cause actualresults 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 personnel, the results ofexploration 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’sproducts 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 tosatisfy ongoing regulatory requirements and factors relating to forward looking statements listed above. Should one or more of these risks materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual resultsmay 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 informationidentifying 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.sedarplus.ca. Forward-looking statements are provided for the purpose of providinginformation 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 datehereof, 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 actualresults may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement.
Non-GAAP Financial Measures
This press release contains non-GAAP financial measures. A “non-GAAPfinancial measure” is defined as a numerical measure of a company’s financial performance that excludes or includes amounts so as to be different than the most directly comparable measure calculated and presented in accordance with GAAPin the statements of income, balance sheets or statements of cash flows of the Company. The non-GAAP financial measures used within this press release are total cost of extracted pounds, uranium cost perextracted pound, total cost of extracted inventory and
uranium cost per extracted pound in inventory. Total cost of extracted pounds is the cost of sales less the cost of sales of purchased goods, which includes the aggregate purchase price ofuranium sourced from purchased uranium. Uranium cost per extracted pound is the total cost of extracted pounds divided by the pounds of uranium extracted during the period. Total cost of extracted inventory is inventory less purchased uraniuminventories. Uranium cost per pound of extracted inventory is the total cost of extracted inventory divided by pounds of extracted inventory. We consider the total cost of extracted pounds, uranium cost per extracted pound total cost of extractedinventory and uranium cost per pound of extracted inventory, including allocations of cash and non-cash costs, in evaluating the efficiency and cost-effectiveness of the Company’s extraction operationsand overall cost structure. The presentation of non-GAAP financial measures should not be considered in isolation or as a substitute for reported results under U.S. GAAP, and may not be comparable to similarlytitled measures used by other companies.