EnCore acquires 15M shares, 35M preferreds of Verdera

Executive Summary

• EnCore Energy Corp. acquired 15 million common shares and 35 million non‑voting preferred shares of Verdera Energy Corp., giving EnCore approximately 19.8% of Verdera’s common equity and 100% of its preferred equity.
• The acquisition resulted from a business combination completed on Feb. 20, 2026; the preferred shares are slated to be converted into common shares and distributed to EnCore shareholders pending SEC registration.
• No immediate plans for the newly‑held common shares were disclosed; the shares remain restricted until the conversion of the preferred shares is finalized.

Key Details

• Shareholdings Acquired: 15 million common shares (≈19.80% of Verdera’s outstanding common equity on an undiluted basis) and 35 million non‑voting preferred shares (100% of Verdera’s preferred equity).
• Transaction Context: Acquisition occurred as part of the business combination that closed on Feb. 20, 2026, wherein Verdera acquired all issued and outstanding securities of Verdera Energy Corp.
• Conversion Mechanism: The 35 million preferred shares will be converted into common shares and distributed to EnCore shareholders once a resale registration statement is filed with the SEC and becomes effective.
• Regulatory Filings: Disclosure made pursuant to NI 62‑103 (Early Warning System) and NI 62‑104 (Take‑Over Bids); related reports will be filed with securities regulators and posted on SEDAR+.
• Future Intentions: EnCore disclosed no current plans for the common shares; future actions may depend on market conditions, Verdera’s performance, and other factors. The 15 million common shares are restricted until the preferred‑to‑common conversion is completed.
• Related Agreements: Reference to a Share Purchase Agreement dated Mar. 17, 2025 (50 million non‑voting preferred shares issued) and a side letter dated Apr. 4, 2025 concerning registration of convertible common shares under the Securities Act of 1933.

Notable Quotes

• No direct quotes from management were included in the release.