NYSE American:
EU
TSX.V:
EU
www.encoreuranium.com
CORPUS
CHRISTI, Texas, Jan. 25,
2023 /CNW/ - enCore Energy Corp.
("enCore" or the "Company") (NYSE American: EU)
(TSXV: EU) in connection with its previously announced
overnight marketed offering (the "Offering") today announced that
it has entered into an underwriting agreement with Canaccord
Genuity as lead underwriter, together with a syndicate of
underwriters (the "Underwriters") for the sale of 9,231,000 units
of the Company (the "Units") at a price of C$3.25 per Unit for total gross proceeds to the
Company of approximately C$30
million.
Each Unit will consist of one common share in the capital of the
Company (each a "Unit Share") and one-half of one common share
purchase warrant (a "Warrant"). Each Warrant will entitle the
holder thereof to purchase one common share of the Company (a
"Warrant Share") for a period of 36 months following the Closing
Date (as defined herein) of the Offering at an exercise price of
C$4.05 per Warrant Share, subject to
adjustment in certain events.
In addition, the Company has granted the Underwriters an option
to purchase up to an additional 1,384,650 Units on the same
terms and conditions exercisable at any time, in whole or in part,
until 30 days following the Closing Date, for market stabilization
purposes and to cover over-allotments, if any.
The Company expects to use the net proceeds from the Offering to
maintain and advance the Company's material properties, acquire
properties, plant upgrades, drilling, maintenance and
refurbishment, community outreach and communications, licensing and
permitting and for general corporate and working capital purposes
in the manner as set forth in the preliminary short form
prospectus. In addition, if the Company is not able to complete a
potential loan transaction contemplated by a non-binding term sheet
prior to February 15, 2023, the
Company expects to use a portion of the proceeds from the Offering
to fund amounts required to be paid to complete the Company's
previously announced pending acquisition of the Alta Mesa ISR
uranium project (the "Alta Mesa Acquisition").
Closing of the Offering, which is expected on or about
February 10, 2023 (the "Closing
Date"), is subject to market and other customary conditions,
including approvals of the TSX Venture Exchange and the NYSE
American.
The preliminary short form prospectus for the Offering has been
filed, and an amendment to the preliminary short form prospectus
containing the definitive terms of the Offering will be filed, with
the securities commissions or similar securities regulatory
authorities in each of the provinces of Canada except Québec. A registration statement
on Form F-10 relating to the Offering (including such prospectus)
has also been filed with the U.S. Securities and Exchange
Commission (the "SEC") for the offering to which this communication
relates but has not yet become effective; an amendment to such
registration statement will also be filed, including an amendment
to the short form prospectus for the Offering (as amended, the
"Registration Statement"). The preliminary short form prospectus
(and any amendment thereto) and the Registration Statement contain
important detailed information relating to the Company and the
Offering. The preliminary prospectus for the Offering (and any
amendment thereto) is still subject to completion and amendment.
There will not be any sale or acceptance of an offer to buy the
securities until a receipt for the final prospectus has been issued
and the Registration Statement becomes effective.
Before you invest, you should read the prospectus (and any
amendment thereto) in that Registration Statement and other
documents the Company has filed with the SEC for more complete
information about the Company and this Offering. You may get these
documents for free by visiting EDGAR on the SEC web site at
www.sec.gov and SEDAR at www.sedar.com. Alternatively, the Company,
any underwriter or any dealer participating in the Offering will
arrange to send you the prospectus for the Offering (and any
amendment thereto) if you request it in Canada from Canaccord Genuity Corp., 40
Temperance Street, Suite 2100, Toronto,
ON M5H 0B4 and in the United
States from Canaccord Genuity LLC, 99 High Street, Suite
1200, Boston, Massachusetts 02110,
Attn: Syndicate Department, by telephone at (617) 371-3900, or by
email at prospectus@canaccordgenuity.com.
In addition, the Company has agreed to file a preliminary short
form prospectus to qualify 23,277,000 units ("Subscription Receipt
Units") of the Company to be issued up conversion of 23,277,000
previously issued subscription receipts (the "Subscription
Receipts"). The Subscription Receipts were issued by the Company on
December 6, 2022. The
Subscription Receipt Units will be issued upon satisfaction of
certain escrow release conditions (the "Escrow Release Conditions")
including the satisfaction of each of the conditions precedent to
the closing of the Alta Mesa Acquisition (other than the payment of
the cash portion of the consideration in connection the Alta Mesa
Acquisition). Each Subscription Receipt Unit will be
comprised of one common share in the capital of the Company and one
common share purchase warrant (a "Subscription Receipt Warrant").
Each Subscription Receipt Warrant will entitle the holder thereof
to purchase one common share of the Company at a price of
C$3.75 for a period of three (3)
years following the satisfaction of the Escrow Release
Conditions.
The Subscription Receipts and the Subscription Receipt Units
have not been, and will not be, registered under the U.S.
Securities Act or any U.S. state securities laws, and may not be
offered or sold in the United
States without registration under the U.S. Securities Act
and all applicable state securities laws or compliance with the
requirements of an applicable exemption therefrom. This press
release shall not constitute an offer to sell or the solicitation
of an offer to buy securities in the
United States, nor shall there be any sale of these
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful.
About enCore Energy
Corp.
enCore Energy is the most diversified In-Situ Recovery (ISR)
uranium development company in the United
States and recently announced it entered into a definitive
agreement to acquire the Alta Mesa In-Situ Recovery uranium
project. The Alta Mesa Acquisition will position enCore as a
leading US-focused ISR uranium company with the proven management
expertise required to advance multiple production opportunities
within its portfolio. enCore is focused on becoming the next
uranium producer from its licensed and past-producing South Texas
Rosita Processing Plant by 2023. The South Dakota-based Dewey-Burdock project and
the Wyoming Gas Hills project offer mid-term production
opportunities, with significant New
Mexico uranium resource endowments providing long-term
opportunities. 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 is committed to
engaging and working with local communities and indigenous
governments to create positive impact from corporate
developments.
Neither the 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.
Cautionary Note Regarding Forward-Looking
Statements: Certain information contained in this
news release, including: any information relating to the Company
being a leading uranium company; completion of the Offering and use
of proceeds from the Offering; the ability of the Company to
complete the Alta Mesa Acquisition and to realize the expected
benefits of the Alta Mesa Acquisition; the closing of the potential
loan transaction that is contemplated to fund the completion of the
Alta Mesa Acquisition; 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 legislation
(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 (including negative 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-looking
statements are subject to important risk factors and uncertainties,
many of which are beyond the companies' ability to control or
predict. Forward-looking statements necessarily involve known and
unknown risks, including, without limitation, risks associated with
general economic conditions; adverse industry events; risks
associated with accessing additional funding required for the
transactions and operations discussed in this news release; the use
of proceeds of the Offering; whether the Company will be able to
complete the potential loan transaction that is contemplated to
fund the completion of the Alta Mesa Acquisition; the Company's
ability to complete the Alta Mesa Acquisition; future legislative
and regulatory developments; the ability of enCore to implement its
business strategies; and other risks. 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 exploration and development risks,
changes in commodity prices, access to skilled mining personnel,
the results of exploration and development activities; uninsured
risks; regulatory risks; defects in title; the availability of
materials and equipment, timeliness of government approvals and
unanticipated environmental impacts on operations; risks posed by
the economic and political environments in which the Company
operates and intends to operate; market instability due to the
COVID-19 pandemic; the potential for losses arising from the
expansion of operations into new markets; increased competition;
assumptions regarding market trends and the expected demand and
desires for the Company's products and proposed products; reliance
on industry 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 companies' annual information form 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.
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 various securities commissions which are available
online at www.sec.gov and www.sedar.com.
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 placed 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.
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SOURCE enCore Energy Corp.