EnCore acquires 15M shares, 35M preferreds of Verdera

Executive Summary

• EnCore Energy Corp. acquired 15 million common shares (~19.8% of outstanding) and 35 million non‑voting preferred shares (100% of preferred) of Verdera Energy Corp. following Verdera’s business combination completed on Feb. 20, 2026.
• The preferred shares are to be converted into common shares and distributed to EnCore shareholders once a resale registration statement is declared effective by the SEC.
• No immediate plans for the newly‑held common shares; they remain restricted pending conversion of the preferred shares.

Key Details

• Acquisition Size: 15 million common shares (≈19.80% of Verdera’s common equity on an undiluted basis) and 35 million non‑voting preferred shares (100% of Verdera’s preferred equity).
• Transaction Context: Shares were received as consideration in the business combination that Verdera completed on Feb. 20, 2026, which also satisfied TSX Venture Exchange qualifying requirements.
• Prior Holdings: EnCore held no Verdera securities before the transaction; ownership increased from 0% to the percentages noted above.
• Conversion Mechanics: Under a side‑letter dated Apr. 4, 2025, EnCore may convert the 35 million preferred shares into common shares and distribute them to its shareholders via a stock dividend or similar mechanism, subject to SEC registration effectiveness and other conditions.
• Regulatory Filings: The disclosure is made pursuant to NI 62‑103 (Early Warning) and NI 62‑104 (Take‑Over Bids). A related filing will be posted on SEDAR+.
• Restrictions: The 15 million common shares are restricted until the preferred shares are converted and distributed.
• Future Intentions: EnCore has no current plans regarding the common shares; future actions may depend on market, economic, and Verdera‑specific factors.

Notable Quotes

(No direct quotes were provided in the release.)