In April 2025, enCore agreed to sell certain mineral rights and properties, including the Crownpoint and Hosta Butte projects, to Verdera in exchange for $350,000 and 50,000,000 non-voting preferred shares of Verdera (the “Consideration Shares”), a 2.0% net proceeds royalty on uranium produced from the property, and a 2% net smelter returns royalty on other minerals extracted and sold from the properties. Verdera has agreed to register the common shares issuable on conversion of the Consideration Shares under the Securities Act of 1933, as amended, and enCore has agreed, subject to the satisfaction of certain conditions, including, but not limited to, the effectiveness of a resale registration statement of Verdera, to elect to convert 35,000,000 Consideration Shares into Verdera common shares (the “Distribution Shares”) and set a record date for, and complete, the distribution of the Distribution Shares to enCore shareholders.
enCore expects to announce the mechanics of the distribution when it announces the record date. In a typical distribution, beneficial holders would receive shares through the brokerage account in which their enCore shares are held, while registered holders would receive instructions through the applicable transfer or registration system. Because the record date has not yet been announced, shareholders should monitor enCore’s public disclosures for the final process.
Potentially. The tax consequences may vary by shareholder depending on their individual circumstances and jurisdiction. enCore does not provide tax, legal or accounting advice. Please consult your own tax, legal and accounting advisors.
enCore expects to distribute the Distribution Shares to its shareholders after the effectiveness of Verdera’s resale registration statement. enCore will announce a record date prior to any such distribution.
The aggregate number of shares intended for distribution is 35,000,000 common shares of Verdera, assuming conversion of the applicable preferred shares. The number of Verdera common shares distributed to each enCore shareholder will depend on the number of enCore shares outstanding on the record date and the number of enCore shares held by each enCore shareholder.
The information above shall not constitute an offer to sell or a solicitation of an offer to buy the Distribution Shares, nor shall there be any sale of the Distribution Shares in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.