EnCore Energy closes $115M (U.S.) senior note offering

Executive Summary

• enCore Energy Corp. completed an upsized $115 million senior convertible notes offering (5.50% notes due 2030), fully exercising the $15 million over‑allotment option.
• Net proceeds were approximately $109.8 million; $11.5 million was used to fund capped‑call transactions and $10.6 million to repay existing loan obligations.
• The remaining funds will be allocated to general corporate purposes, providing significant non‑dilutive capital for the company’s growth initiatives.

Key Details

• Offering size: $115 million aggregate principal amount of 5.50% convertible senior notes due 2030.
• Upsized component: $100 million base offering plus full exercise of a $15 million over‑allotment option.
• Conversion rate: Initial 303.9976 common shares per $1,000 principal (initial conversion price $3.2895 per share), representing a 27.5% premium to the last reported sale price of $2.58 (Aug. 19 2025).
• Maximum conversion rate: Not to exceed 387.5968 shares per $1,000 principal (approx. $2.58 per share) after adjustments.
• Net proceeds: Approximately $109.8 million after discounts, commissions, and estimated offering expenses.
• Use of proceeds:
• $11.5 million for capped‑call transactions related to the notes.
• $10.6 million to repay amounts outstanding under existing loan agreement.
• Remainder earmarked for general corporate purposes.
• Bookrunner & managers: Cantor Fitzgerald & Co. (sole bookrunner); Haywood Securities Inc. (co‑manager).
• Advisors: Sidley Austin LLP and Bennett Jones LLP (legal advisers to initial purchasers); HudsonWest LLC (financial adviser); Winston & Strawn LLP and Morton Law LLP (company legal advisers).
• Securities law restrictions: Notes and any shares issuable upon conversion are not registered in the U.S. or Canada; sales limited to exempt transactions, with Canadian resale prohibited until Dec. 23 2025 except under prospectus exemptions.

Notable Quotes

(No executive quotes were provided in the release.)