UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

 

FORM 6-K

 

 

 

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

 

For the month of February 2023

 

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   Material Change Report dated February 21, 2023

 

1

 

 

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: February 21, 2023 By: /s/ Carrie Mierkey
  Name:  Carrie Mierkey
  Title: Chief Financial Officer

 

 

2

 

 

EXHIBIT 99.1

 

 

FORM 51-102F3

MATERIAL CHANGE REPORT

 

1.        

NAME AND ADDRESS OF COMPANY

 

enCore Energy Corp.
101 N. Shoreline Blvd, Suite 450

Corpus Christi, TX

78401

2.        

DATE OF MATERIAL CHANGE

 

February 14, 2023

3.        

NEWS RELEASE

 

News release dated February 15, 2023 was disseminated through the facilities of Cision.

4.        

SUMMARY OF MATERIAL CHANGE

 

enCore Energy Completes Alta Mesa Acquisition; 3rd Licensed In-Situ Recovery Uranium Plant in South Texas

 

5.        

FULL DESCRIPTION OF MATERIAL CHANGE

 

enCore Energy Corp. (“enCore” or the “Company”) (NYSE American: EU; TSXV: EU) announced the closing of the acquisition of the Alta Mesa In-Situ Recovery uranium project from Energy Fuels Inc. (the "Alta Mesa Acquisition"). The transaction provides enCore with three licensed uranium in-situ recovery (ISR) processing plants and positions enCore as a leading US-focused ISR uranium company with the proven management expertise required to advance multiple production opportunities within its portfolio.

 

To view the Alta Mesa project maps and enCore Energy's South Texas projects please visit: https://bit.ly/3fV9fTg.

 

The Consideration paid to Energy Fuels consisted of US$60 million in cash and a US$60 million secured vendor take-back convertible promissory note (the “Note”). The Note has a two (2) year term and bears interest at a rate of 8% per annum payable on June 30th and December 31st of each year during the term. The Note is convertible at the election of the holder, to acquire common shares of enCore at a price of US$2.9103 per share. Energy Fuels has agreed not to transact with the common shares of enCore received on conversion of the Note, including hedging and short sales, with exceptions for sale transactions of up to US$10 million in value in any 30-day period, block trades and underwritten distributions. In addition, Energy Fuels has agreed to standard standstill provisions restricting additional acquisitions of enCore securities. Additional information regarding the Alta Mesa Project acquisition, is available in the Company's news release dated November 14, 2022.

 

In connection with the closing of the Alta Mesa Acquisition, 23,277,000 subscription receipts issued December 6, 2022 at a price of C$3.00 per Subscription Receipt (the "Subscription Receipt Offering") were automatically converted into units comprised of one common share of enCore and one common share purchase warrant, with each warrant entitling the holder thereof to acquire one common share of enCore at a price of C$3.75 for a period of 3 years until February 14, 2026. The net proceeds from the Subscription Receipt Offering of approximately C$66 million, after deduction of fees and commissions, have been released from escrow to the Company, and were applied to fund the cash portion of the consideration payable by the Company pursuant to the Alta Mesa Acquisition. For additional information regarding the Subscription Receipt Offering, please see the Company's news release dated December 6, 2022.

 

 

 
 

2

 

 

Additionally, further to the Company's news release dated February 8, 2023 announcing the closing of the offering of units for proceeds of C$34.5 million, the Company advises that it paid cash commissions to Canaccord Genuity Corp. (C$1,065,756.17), Cantor Fitzgerald Canada Corporation (C$659,753.82), and Haywood Securities Inc. (C$304,501.76). For additional information regarding the unit offering, please see the Company's news release dated February 8, 2023.

 

6.        

Reliance on subsection 7.1(2) of National Instrument 51-102

 

Not applicable.

7.        

OMITTED INFORMATION

 

Not applicable.

8.        

EXECUTIVE OFFICER

 

William M. Sheriff, Executive Chairman

Telephone: 972-333-2214

9.        

DATE OF REPORT

 

February 21, 2023