EnCore Energy plans Verdera Energy share distribution

Executive Summary

• EnCore Energy Corp. expects to distribute common shares of Verdera Energy Corp. to its shareholders via a stock dividend or similar distribution, contingent on the effectiveness of Verdera's resale registration statement with the SEC.
• The distribution involves 35 million Verdera common shares, which EnCore agreed to convert from non-voting preferred shares under a March 2025 share purchase agreement and an April 2025 side letter.
• Verdera is undergoing a business combination with POCML 7 Inc., a TSX Venture Exchange-listed capital pool company; upon completion, Verdera will become a wholly owned subsidiary of POCML 7, which will rename itself Verdera Energy Corp. and trade under the ticker "V".

Key Details

• Distribution Mechanics: EnCore will distribute Verdera common shares to shareholders after the effectiveness of Verdera's resale registration statement. A record date will be announced prior to the distribution.
• Share Conversion Terms: Under the side letter dated April 4, 2025, EnCore agreed to elect to convert 35 million consideration shares (previously issued as non-voting preferred shares under the March 17, 2025 agreement) into Verdera common shares.
• Regulatory Conditions: The distribution is subject to the effectiveness of Verdera's resale registration statement filed with the SEC. Verdera expects to file this statement promptly.
• Verdera Financing: On Feb. 12, 2026, Verdera closed a $20-million subscription receipt financing, completed in advance of the business combination.
• Business Combination Timeline:
  • Target: POCML 7 Inc. (TSX-V listed capital pool company).
  • Closing Date: Scheduled for on or about Feb. 20, 2026.
  • Trading Commencement: Expected on or about Feb. 24, 2026, subject to listing requirements.
  • Post-Transaction Structure: POCML 7 will change its name to Verdera Energy Corp. and become the parent of Verdera Energy Corp. (the former operating entity), which will become a wholly owned subsidiary.
  • Ticker Symbol: V (on TSX-V).
• Disclosure Reference: Detailed information is available in a TSX-V filing statement under SEDAR+ for POCML7.

Notable Quotes

• None provided in the text.