6-K
enCore Energy Corp. (EU)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
FORM 6-K
Report of Foreign Private IssuerPursuant to Rule 13a-16 or 15d-16 ofthe Securities Exchange Act of 1934
For the month of November 2024
Commission File Number 001-41489
enCore Energy Corp.(Translation of registrant’s name into English)
101 N. Shoreline Blvd. Suite 450, Corpus Christi,TX 78401(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40F:
Form 20-F ☐ Form 40-F ☒
The following documents are being submitted herewith:
| Exhibit | Description |
|---|---|
| 99.1 | News Release dated November 25, 2024 |
| 99.2 | Early Warning Report |
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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, thereunto duly authorized.
| enCore Energy Corp. | ||
|---|---|---|
| (Registrant) | ||
| Date: November 25, 2024 | By: | /s/ Robert Willette |
| Name: | Robert Willette | |
| Title: | Chief Legal Officer |
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Exhibit 99.1
NEWS RELEASE
NASDAQ:EU
TSXV:EU
November 25, 2024
www.encoreuranium.com
Not for Distribution in the United States
enCore Energy Increases Investment in NuclearFuels Inc.
November 25, 2024 – Dallas, Texas– enCore Energy Corp. (NASDAQ:EU|TSXV:EU) (the “Company” or “enCore”), reports today the acquisition of 5,200,000 Units of Nuclear Fuels Inc. (CSE:NF | OTCQX:NFUNF) (“Nuclear Fuels”) at a price of $0.40 per Unit for the aggregate purchase price of $2,080,000 pursuant to a ‘bought deal’ private placement as previously announced (NF NR dated November 5/24) and completed by Nuclear Fuels on November 20, 2024 (the “Offering”). Following the Offering, enCore now holds 16,690,543 common shares of Nuclear Fuels representing approximately 17.05% of the issued and outstanding common shares of Nuclear Fuels on an undiluted basis, and up to 19.9% on a partially diluted basis including shares underlying warrants available for exercise.
enCore acquired the securities of Nuclear Fuels for investment purposes, and may, depending on market and other conditions, increase or decrease its beneficial ownership of Nuclear Fuels’ securities, whether in the open market, by privately negotiated agreements or otherwise, subject to a number of factors, including general market conditions and other available investment and business opportunities.
The disclosure respecting enCore’s security holdings of Nuclear Fuels contained in this press release is made pursuant to National Instrument 62-103 - The Early Warning Systemand Related Take-Over Bid and Insider Reporting Issues and National Instrument 62-104 - Take-Over Bids and Issuer Bids, and a report respecting the above acquisition will be filed with the applicable securities regulatory authorities and will be available for viewing under enCore and Nuclear Fuels’ profiles on the SEDAR+ website at www.sedarplus.ca.
For further information:
William M. Sheriff
Executive Chairman
972-333-2214
info@encoreuranium.com
www.encoreuranium.com
Cautionary Note Regarding Forward LookingStatements:
Neither TSX VentureExchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibilityfor the adequacy or accuracy of this release.
Certain information contained in this newsrelease, including: any information relating to the Company being a leading uranium company, statements regarding future or potentialproduction, statements regarding the Company’s anticipated increase in revenue from Alta Mesa production, statements regarding theCompany’s projected cost/revenue ratio, statements regarding future plant feed development for Rosita, future nuclear industry outlook,and any other statements regarding future expectations, beliefs, goals or prospects; may constitute "forward-looking information"and "forward-looking statements" within the meaning of applicable Canadian and United States securities laws and regulations(collectively, "forward-looking statements"). All statements in this news release that are not statements of historical fact(including statements containing the words "expects", "is expected", "does not expect", "plans","anticipates", "does not anticipate", "believes", "intends", "estimates", "projects","potential", "scheduled", "forecast", "budget" and similar expressions or variations (includingnegative variations) of such words and phrases, or statements that certain actions, events or results "may", "could","would", "might" or "will" be taken) should be considered forward-looking statements. All such forward-lookingstatements are subject to important risk factors and uncertainties, many of which are beyond the Company’s ability to control orpredict. Forward-looking statements necessarily involve known and unknown risks, including, without limitation, risks associated withgeneral economic conditions; adverse industry events; future legislative and regulatory developments; the ability of enCore to implementits business strategies; including achieving expected levels of production at Rosita and Alta Mesa in the planned time frame or at all;and other risks. A number of important factors could cause actual results or events to differ materially from those indicated or impliedby such forward-looking statements, including without limitation exploration and development risks, changes in commodity prices, accessto skilled mining personnel, the results of exploration and development activities; production risks; uninsured risks; regulatory risks;defects in title; the availability of materials and equipment, timeliness of government approvals and unanticipated environmental impactson 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 proposedproducts; 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 andfactors relating to forward looking statements listed above which include risks as disclosed in the Company’s annual informationform filings. 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. TheCompany assumes no obligation to update the information in this communication, except as required by law. Additional information identifyingrisks and uncertainties is contained in filings by the Company with the various securities commissions which are available online at www.sec.govand 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 relianceon these forward-looking statements, that speak only as of the date hereof, as there can be no assurance that the plans, intentions orexpectations 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 thisnews release are expressly qualified by this cautionary statement.
Exhibit 99.2
Form 62-103F1
Required Disclosure under the Early WarningRequirements
Item 1 – Security and Reporting Issuer
| 1.1 | State the designation of securities to which this report relates and the name and address of the headoffice of the issuer of the securities. |
|---|
This report relates to the common shares in the capital of Nuclear Fuels Inc. (the “Issuer”).
The Issuer’s head office is located at Suite 1020, 800 West Pender Street, Vancouver, British Columbia, V6C 2V6.
| 1.2 | State the name of the market in which the transaction or other occurrence that triggered the requirementto file this report took place. |
|---|
The transaction that triggered the requirement to file this report was a private placement (the “Private Placement”) and did not occur through any market.
Item 2 – Identity of the Acquiror
| 2.1 | State the name and address of the acquiror. |
|---|
enCore Energy Corp. (the “Acquiror”)
101 N. Shoreline Blvd, Suite 450
Corpus Christi, TX 78401
and
Suite 1200, 750 W. Pender Street
Vancouver, BC V6C 2T8
| 2.2 | State the date of the transaction or other occurrence that triggered the requirement to file this reportand briefly describe the transaction or other occurrence. |
|---|
On November 20, 2024, the Acquiror acquired 5,200,000 units of the Issuer (the “Units”) at $0.40 per Unit pursuant to the Private Placement. Each Unit is comprised of one common share (a “Share”) and one-half of one common share purchase warrant (each whole warrant, a “Warrant”) of the Issuer. Each Warrant entitles the holder to acquire one additional Share at a price of $0.55 per Share for a period of 36 months from the closing date of the Private Placement.
| 2.3 | State the names of any joint actors. |
|---|
Not applicable.
Item 3 – Interest in Securities ofthe Reporting Issuer
| 3.1 | State the designation and number or principal amount of securities acquired or disposed of that triggeredthe requirement to file the report and the change in the acquirer’s securityholding percentage in the class of securities. |
|---|
On November 20, 2024, the Acquiror acquired 5,200,000 Units at $0.40 per Unit pursuant to the Private Placement.
Immediately prior to the foregoing acquisition, the Acquiror held 11,490,543 common shares of the Issuer, representing 18.23% of the total issued and outstanding common shares of the Issuer immediately prior to closing of the Private Placement.
As a result of the foregoing acquisition, the Acquiror now owns and/or controls 16,690,543 common shares of the Issuer, representing approximately 17.05% of the total issued and outstanding common shares of the Issuer. This represents an approximate 1.18% change in the Acquiror’s ownership and/or control over common shares of the Issuer on an undiluted basis.
Assuming exercise of all Warrants available for exercise, the Acquiror would own and/or control 20,171,915 Shares of the Issuer, representing approximately 19.9% of the issued and outstanding shares of the Issuer on a partially diluted basis, assuming that no further Shares of the Issuer have been issued.
| 3.2 | State whether the acquirer acquired or disposed ownership of, or acquired or ceased to have controlover, the securities that triggered the requirement to file the report. |
|---|
The Acquiror acquired the securities that triggered the requirement to file this report as described in Item 2.2 above.
| 3.3 | If the transaction involved a securities lending arrangement,state that fact. |
|---|
Not applicable.
| 3.4 | State the designation and number or principal amount of securities and the acquiror’s securityholding percentage in the class of securities, immediately before and after the transaction or other occurrence that triggered the requirementto file this report. |
|---|
Please see Item 3.1 above.
| 3.5 | State the designation and number or principal amount of securities and the acquiror’s securityholdingpercentage in the class of securities referred to in Item 3.4 over which |
|---|---|
| (a) | the acquirer, either alone or together with any joint actors, has ownership and control; |
| --- | --- |
| (b) | the acquirer, either alone or together with any joint actors, has ownership but control is held bypersons or companies other than acquirer or any joint actor; and |
|---|---|
| (c) | the acquirer, either alone or together with any joint actors, has exclusive or shared control but doesnot have ownership. |
| --- | --- |
All securities referred to in Item 3.4 are owned and/or controlled, directly by the Acquiror.
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| 3.6 | If the acquirer or any of its joint actors has an interest in, or right or obligation associated with,a related financial instrument involving a security of the class of securities in respect of which disclosure is required under this item,describe the material terms of the related financial instrument and its impact on the acquiror’s securityholdings. |
|---|
Not applicable.
| 3.7 | If the acquirer or any of its joint actors is a party to a securities lending arrangement involvinga security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the arrangementincluding the duration of the arrangement, the number or principal amount of securities involved and any right to recall the securitiesor identical securities that have been transferred or lent under the arrangement. |
|---|
State if the securities lendingarrangement is subject to the exception provided in section 5.7 of NI 62-104.
Not applicable.
| 3.8 | If the acquirer or any of its joint actors is a party to an agreement, arrangement or understandingthat has the effect of altering, directly or indirectly, the acquirer’s economic exposure to the security of the class of securitiesto which this report relates, describe the material terms of the agreement, arrangement or understanding. |
|---|
Not applicable.
Item 4 – Consideration Paid
| 4.1 | State the value, in Canadian dollars, of any consideration paid or received per security and in total. |
|---|
The Acquiror acquired 5,200,000 Units at a price of $0.40 per Unit for the total purchase price of $2,080,000 pursuant to the Private Placement.
| 4.2 | In the case of a transaction or other occurrence that did not take place on a stock exchange or othermarket that represents a published market for the securities, including an issuance from treasury, disclose the nature and value, in Canadiandollars, of the consideration paid or received by the acquirer. |
|---|
See Item 4.1 above.
| 4.3 | If the securities were acquired or disposed of other than by purchase or sale, describe the methodof acquisition or disposition. |
|---|
Not applicable.
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Item 5 – Purpose of the Transaction
State the purpose or purposes of the acquirerand any joint actors for the acquisition or disposition of securities of the reporting issuer. Describe any plans or future intentionswhich the acquirer and any joint actors may have which relate to or would result in any of the following:
| (a) | the acquisition of additional securities of the reporting issuer, or the disposition of securitiesof the reporting issuer; |
|---|
| (b) | a corporate transaction, such as a merger, reorganization or liquidation, involving the reporting issueror any of its subsidiaries; |
|---|
| (c) | a sale or transfer of a material amount of the assets of the reporting issuer or any of its subsidiaries; |
|---|
| (d) | a change in the board of directors or management of the reporting issuer, including any plans or intentionsto change the number or term of directors or to fill any existing vacancy on the board; |
|---|
| (e) | a material change in the present capitalization or dividend policy of the reporting issuer; |
|---|
| (f) | a material change in the reporting issuer’s charter, bylaws or similar instruments or anotheraction which might impede the acquisition of control of the reporting issuer by any person or company; |
|---|
| (g) | a change in the reporting issuer’s charter, bylaws or similar instruments or another action whichmight impede the acquisition of control of the reporting issuer by any person or company; |
|---|
| (h) | a class of securities of the reporting issuer being delisted from, or ceasing to be authorized to bequoted on, a marketplace; |
|---|
| (i) | the issuer ceasing to be a reporting issuer in any jurisdiction of Canada; |
|---|
| (j) | a solicitation of proxies from securityholders; |
|---|
| (k) | an action similar to any of those enumerated above. |
|---|
The Acquiror acquired the Units for investment purposes. The Acquiror may, depending on market and other conditions, increase or decrease its ownership of the Issuer’s securities, whether in the open market, by privately negotiated agreements or otherwise, subject to a number of factors, including general market conditions and other available investment and business opportunities.
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Item 6 – Agreements, Arrangements,Commitments or Understandings With Respect to Securities of the Reporting Issuer
Describe the material terms of any agreements,arrangements, commitments or understandings between the acquirer and a joint actor and among those persons and any person with respectto securities of the class of securities to which this report relates, including but not limited to the transfer or the voting of anyof the securities, finder’s fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss,or the giving or withholding of proxies. Include such information for any of the securities that are pledged or otherwise subject to acontingency, the occurrence of which would give another person voting power or investment power over such securities, except that disclosureof standard default and similar provisions contained in loan agreements need not be included.
Not applicable.
Item 7 – Change in material fact
If applicable, describe any change in a materialfact set out in a previous report filed by the acquirer under the early warning requirements or Part 4 in respect of the reporting issuer’ssecurities.
Not applicable.
Item 8 – Exemption
If the acquirer relies on an exemption fromrequirements in securities legislation applicable to formal bids for the transaction, state the exemption being relied on and describethe facts supporting that reliance.
Not applicable.
Item 9 – Certification
I, as the Acquiror, certify to the best of my knowledge, information and belief, that the statements made in this report are true and complete in every respect.
| November 25, 2024 |
|---|
| Date |
| ENCORE ENERGY CORP. |
| “W. Paul Goranson” |
| Signature |
| W. Paul Goranson, CEO of enCore Energy Corp. |
| Name/ Title |
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