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enCore Energy Corp. (NASDAQ:EU|TSXV:EU) (the “Company” or “enCore”), America’s Clean Energy Company™, announced today that it has entered into a share purchase agreement (the “Agreement”) with Verdera Energy Corp.
(“Verdera”) pursuant to which Verdera will acquire an enCore subsidiary that holds the Crownpoint, Hosta Butte, Nose Rock, West Largo, and Ambrosia Lake – Treeline uranium projects located in New Mexico (the “Properties”) in exchange for 50,000,000 non-voting preferred shares (the “Consideration Shares”) of Verdera representing approximately 73% of the current issued and outstanding shares of Verdera on a fully diluted basis,; a 2% net proceeds royalty on uranium, and a 2% net smelter returns royalty on other minerals, extracted and sold from the Properties, and a non-refundable cash payment of US $350,000.
The transaction with Verdera represents the fourth and largest transaction to date in enCore’s ongoing program of divesting uranium assets that are not in its production pipeline.
Pursuant to the Agreement, following closing, Verdera will pursue a listing on a Canadian stock exchange by December 10, 2025, which may be extended by mutual agreement of the parties to January 31, 2026. Concurrent with Verdera listing on a Canadian stock exchange, 15,000,000 Consideration Shares will convert into common shares of the resulting listed company (the “Resulting Issuer”) and be retained by enCore. The remaining 35,000,000 Consideration Shares will convert into common shares of the Resulting Issuer in connection with the planned distribution by enCore of the shares to its shareholders by way of a stock dividend or similar distribution.
Executive Chairman, William M. Sheriff stated: “As enCore pushes forward on its aggressive uranium extraction plans in South Texas, we continue to execute on our stated non-core asset disposition strategy to create additional value for shareholders. We believe that our New Mexico projects deserve a dedicated focus, which they do not currently receive inside enCore’s broader portfolio of producing and near-term producing assets. With Verdera, we hope to surface additional value, and to eventually transfer a majority of that additional value directly to shareholders though the distribution of Verdera shares. We look forward to working with Verdera and its Chief Executive Officer, Mr. Tim Gabruch, to see a greater focus on the essential steps to modernize resources and develop long term relationships with local communities to secure a social license for development of the assets.
This requires a dedicated effort on the legislative and social fronts over a number of years, important work beyond enCore’s focus, scope and timelines.”
Please join us on March 20th at 11:00AM ET for an enCore Corporate Update Webcast with Executive Chairman William Sheriff, Director Dr. Dennis Stover, and Acting CEO Robert Willette to discuss recent developments and future plans for the Company. Attendees can register for the webcast with this link: https://app.webinar.net/qYj1XqMXgQm.
To view a map of the New Mexico assets please visit: https://rb.gy/rs1g74.
The Transaction Pursuant to the Agreement, enCore will sell a subsidiary company that holds the Properties to Verdera in exchange for the Consideration Shares, royalties and cash payment described above. The closing of the sale of the subsidiary is anticipated to occur by March 31, 2025, subject to customary closing conditions set forth in the Agreement.
The Agreement provides that the Consideration Shares will be entitled to vote together with the Verdera common shares in connection with any shareholder vote held for the purpose of approving a transaction to be listed on a Canadian stock exchange, as well as in certain other circumstances. In the event Verdera does not complete a listing and concurrent financing, enCore will have the right to repurchase the subsidiary holding the Properties in exchange for the return of the Consideration Shares and cancellation of the royalties.
Pursuant to the terms of the Agreement enCore has a right to participate in any financing by Verdera in order to maintain up to its initial equity interest in Verdera, until Verdera completes a listing on a Canadian stock exchange.
The New Mexico Properties The Properties are located in the historic Grants Uranium District in New Mexico and include control of mineral rights over more than 400 square miles. Several different known uranium resources lie within this large area of mineral rights along with very good exploration potential to increase these resources and/or discover additional uranium resources.
New Mexico’s Grants Uranium District has produced ~350 million pounds U 3O 8, or nearly 40% of all uranium mined in the US and is one of the largest uranium districts in the world. Highlights of the most significant projects are shown below:
Crownpoint and Hosta Butte Project1
Project Highlights:
- Crownpoint is permitted under Laramide Resources Ltd.’s Nuclear Regulatory Commission License to recover up to 3 million pounds of uranium per year;
- Located within 5 miles of a licensed processing site and mineralization amenable to In-Situ Recovery;
- Three existing shafts for underground production were developed by Conoco in the 1980s
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