enCore Energy Enters Definitive Agreement for Sale of New Mexico Assets; Plans to Distribute Consideration Shares to enCore Shareholders

Rhea-AI Summary

enCore Energy Corp. (NASDAQ: EU) has entered into a share purchase agreement with Verdera Energy Corp. to sell its New Mexico uranium assets, including the Crownpoint, Hosta Butte, Nose Rock, West Largo, and Ambrosia Lake-Treeline projects. The transaction terms include:

- 50,000,000 non-voting preferred shares of Verdera (73% ownership)

- 2% net proceeds royalty on uranium

- 2% net smelter returns royalty on other minerals

- US $350,000 cash payment

Verdera will pursue a Canadian stock exchange listing by December 10, 2025 (extendable to January 31, 2026). Upon listing, 15M shares will convert to common shares retained by enCore, while 35M shares will be distributed to enCore shareholders as dividends. The Properties are located in the historic Grants Uranium District, which has produced ~350 million pounds U3O8, representing 40% of all uranium mined in the US.

Positive

• Receives US $350,000 immediate cash payment
• Maintains significant ownership (73%) through 50M preferred shares
• Secures 2% royalties on future uranium and mineral production
• Plans to distribute 35M shares to shareholders as dividends
• Retains right to participate in future Verdera financings

Negative

• Divesting significant uranium assets in historic mining district
• Transaction completion dependent on Verdera's successful exchange listing
• No immediate production or revenue from royalty streams

Insights

Financial Analyst

enCore Energy's sale of its New Mexico uranium assets to Verdera represents a strategic divestiture that aligns with the company's focus on prioritizing near-term production assets. The transaction structure is noteworthy for several reasons:

In exchange for these assets, enCore receives $350,000 in cash, substantial equity position (50 million preferred shares representing ~73% of Verdera), plus 2% royalties on both uranium and other minerals. This provides immediate value while maintaining significant upside exposure to the assets' future potential.

The planned distribution of 35 million shares directly to enCore shareholders creates a tax-efficient mechanism for shareholders to maintain exposure to these assets while allowing the parent company to streamline its portfolio. Meanwhile, enCore retains 15 million shares, maintaining meaningful ownership in the divested assets.

This marks enCore's fourth and largest non-core asset divestiture, demonstrating disciplined execution of their stated strategy. By separating development-stage New Mexico assets from production-focused Texas operations, management is creating a clearer investment thesis and potentially unlocking value that may have been overlooked within the larger corporate structure.

The transaction's structure, with contingency provisions if Verdera fails to list publicly, provides downside protection while the royalty components offer lasting financial upside without management attention. This balanced approach maximizes shareholder value while allowing executive focus on the core high-return production assets in South Texas.

Mining Industry Specialist

This transaction represents a sophisticated approach to portfolio optimization within the uranium sector. The New Mexico assets being divested include control of mineral rights over 400+ square miles in the historic Grants Uranium District, which has historically produced approximately 40% of all uranium mined in the US (~350 million pounds).

The Crownpoint project already holds regulatory permits to recover up to 3 million pounds of uranium annually and includes three existing production shafts developed by Conoco in the 1980s. These are substantial assets with significant historical resources, but they require specialized focus on regulatory, community, and development aspects that differ from enCore's producing assets.

By transferring these assets to a dedicated vehicle led by Tim Gabruch, enCore enables proper advancement of these projects while maintaining significant financial exposure through equity ownership and royalties. The royalty structure (2% on both uranium and other minerals) provides lasting financial benefits from any future production without requiring capital investment or operational involvement.

This approach acknowledges the reality that development-stage uranium assets in New Mexico face different challenges than production-ready assets in Texas. The transaction creates a dedicated entity to navigate the "legislative and social fronts" required for development while allowing enCore to focus capital and management attention on near-term production opportunities with more immediate cash flow potential.

enCore Energy's sale of its New Mexico uranium assets to Verdera represents a strategic portfolio optimization that strengthens the company's focus on near-term production while creating multiple value streams for shareholders.

The transaction includes several favorable components: $350,000 in cash, significant equity position (50 million preferred shares representing ~73% of Verdera), and 2% royalties on both uranium and other minerals. Most notably, enCore plans to distribute 35 million shares directly to its shareholders while retaining 15 million shares, creating a tax-efficient mechanism for investors to maintain exposure to these assets.

The divested New Mexico assets are substantial, encompassing mineral rights over 400+ square miles in the historic Grants Uranium District, which has produced approximately 40% of all U.S. uranium. The Crownpoint project includes permits for recovering up to 3 million pounds annually and existing infrastructure from previous development.

This transaction represents sophisticated capital allocation, acknowledging that these development-stage assets require different focus and timelines than production-ready properties. By creating a dedicated vehicle while maintaining financial exposure through equity and royalties, enCore potentially unlocks value that may have been underappreciated within the consolidated structure.

The transaction's structure provides downside protection through contingency provisions if Verdera fails to list publicly, while the royalty components offer lasting financial upside without requiring management attention or capital deployment. This marks enCore's fourth and largest non-core asset divestiture, demonstrating disciplined execution of their stated strategy to focus on near-term production assets.

NASDAQ:EU
TSXV:EU
 www.encoreuranium.com

DALLAS, March 18, 2025 /PRNewswire/ - 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 U₃O₈, 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.

Crownpoint and Hosta Butte Current Mineral Resource Estimate 20221
				Resource	Million	Grade	Attributable
				Category	Tons	eU3O8%	eU3O8%
							(M lbs.)
Crownpoint				Indicated	7.32	0.111	16.22
Hosta Butte				Indicated	3.64	0.13	9.48
Total Indicated Mineral Resource					10.96	0.117	25.70
Crownpoint				Inferred	0.68	0.103	1.39
Hosta Butte				Inferred	1.71	0.131	4.48
Total Inferred Mineral Resource					2.39	0.121	5.87

Historic Mineral Resources - Significant Projects

Historic Resources2,3,4
Project	Million Tons	Grade eU3O8%	Attributable
			U3O8 (M lbs.)
Nose Rock	11.8	0.148	35.0
West Largo	2.9	0.30	17.2
Ambrosia Lake	2.0	0.176	7.1
Total Historic Mineral Resources			59.3

A Qualified Person (as defined in NI 43-101) has not done sufficient work to classify the historical estimates as a current mineral resource. The Company believes the historical results are relevant and reliable for the purposes of defining areas for further exploration work. Additional work will be required to verify and update historical estimates, including a review of assumptions, parameters, methods and testing. The historical estimate does not use the current mineral resources categories prescribed under NI 43-101. The Company is not treating the historical estimate as a current mineral resource.

John M. Seeley, Ph.D., P.G., C.P.G., enCore's Manager of Geology and Exploration, and a Qualified Person under NI 43-101, has reviewed and approved the technical disclosure in this news release on behalf of the Company.

About Verdera Energy Corp.
Verdera Energy Corp. is a private Canadian corporation focused on the development of advanced uranium assets in New Mexico, home to the largest uranium resources in the United States. Verdera is focused on developing known uranium projects to meet the growing demand for reliable domestic uranium, in the United States, to fuel the nuclear industry. Backed by industry leaders, contributing a wealth of expertise across all aspects of uranium exploration, development, and production, Verdera is committed to fostering strong community relations and promoting environmental stewardship. Verdera strives to collaborate closely with local communities and exclusively advance projects that can utilize the environmentally friendly ISR uranium extraction technology.

Verdera is led by Chief Executive Officer and Director, Mr. Tim Gabruch, who brings more than 30 years of experience within the uranium and nuclear industry. Mr. Gabruch previously served as Chief Executive Officer and Director of IsoEnergy Ltd., Vice President Commercial for Denison Mines Ltd. and as Chief Commercial Officer for Uranium Participation Corp. (now the Sprott Physical Uranium Trust). Mr. Gabruch also previously worked at Cameco Corporation for more than 20 years, including seven years as Vice-President, Marketing, where he led a team tasked with selling and delivering more than 30 million lbs of uranium annually.

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.

www.encoreuranium.com

1. NI-43-101 Technical Report, Crownpoint and Hosta Bute Uranium Project, McKinley County, New Mexico, USA completed by BRS Inc. and enCore Energy Corp. (effective February 25, 2022).
   
   
2. McLemore, Virginia T., Prin. Senior Economic Geologist, "Uranium Resources in New Mexico", New Mexico Bureau of Geology & Mineral Resources" which incorporates a table entitled: Estimated uranium resources in New Mexico, 2017 (updated from McLemore, et al., 2011, 2013.
   
   
3. Hassan Alief, Technical Report on Section 1, T18N, R12W, Nose Rock Uranium Property, McKinley County, New Mexico, reported an effective February 9, 2009 for Strathmore Minerals Corp.
   
   
4. Behre Dolbear & Company (USA) Inc., 2011, Technical Report on the Nose Rock Project of Uranium Resources Inc., prepared by Robert D. Maxwell, CPG.

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) accepts responsibility for the adequacy or accuracy of this release.

The securities referenced herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

This press release contains "forward-looking statements" within the meaning 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 "anticipates", "expects", "plans", "believes", "intends", "estimates", "potential", and similar expressions or variations (including negative variations) 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, any information relating to statements regarding future or potential extraction, statements regarding ability to complete, and the timing of completion of the transactions contemplated by the Agreement, including the parties' ability to satisfy the conditions set forth in the Agreement and the possibility of any termination of the Agreement, ability to complete, and the timing of completion of a stock exchange listing by Verdera, ability to complete, and the timing of completion of a distribution of common shares of the Resulting Issuer to shareholders of the Company, conversion of the Consideration Shares, and the Company's ongoing program of divesting uranium assets that are not in the Company's production pipeline, and any other statements regarding future expectations, beliefs, goals or prospect. . 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's ability 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 indicated or implied by such forward-looking statements, including without limitation the risk that the proposed transaction may not be completed in a timely manner or at all, the possibility that any or all of the conditions to the completion of the share sale may not be satisfied or waived, the occurrence of any event, change or other circumstance that could give rise to the termination of the Agreement, 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 to grant 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 such distribution, Verdera's ability to realize the synergies contemplated by the proposed transaction, 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 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's products 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 to satisfy ongoing regulatory requirements and factors relating to forward looking statements listed above which include risks as disclosed 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 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 respective securities commissions which are available online at www.sec.gov and 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 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 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 this news release are expressly qualified by this cautionary statement.

View original content to download multimedia:https://www.prnewswire.com/news-releases/encore-energy-enters-definitive-agreement-for-sale-of-new-mexico-assets-plans-to-distribute-consideration-shares-to-encore-shareholders-302403965.html

SOURCE enCore Energy Corp.

FAQ

What assets is enCore Energy (EU) selling to Verdera Energy?

enCore is selling its New Mexico uranium projects including Crownpoint, Hosta Butte, Nose Rock, West Largo, and Ambrosia Lake-Treeline, covering over 400 square miles in the Grants Uranium District.

How much will enCore Energy (EU) receive for its New Mexico assets?

enCore will receive 50M non-voting preferred shares (73% ownership), 2% royalties on uranium and other minerals, and US $350,000 cash.

When will Verdera shares be distributed to enCore (EU) shareholders?

35M shares will be distributed to shareholders after Verdera lists on a Canadian exchange, expected by December 10, 2025 (extendable to January 31, 2026).

What happens if Verdera fails to complete its stock exchange listing?

If Verdera doesn't complete the listing and financing, enCore can repurchase the subsidiary holding the Properties in exchange for returning the shares and canceling royalties.