DALLAS, TEXAS (By enCore Energy, 20.Aug.2025, Words: 471) — enCore Energy Corp. announced the pricing of $100mn aggregate principal amount of 5.50% Convertible Senior Notes due 2030 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.
The offering was upsized from the previously announced offering size of $75mn aggregate principal amount of Convertible Notes. In connection with the offering of the Convertible Notes, enCore granted the initial purchasers of the Convertible Notes a 13-day right to purchase up to an additional $15mn aggregate principal amount of Convertible Notes. The sale of the Convertible Notes is expected to close on 22 Aug. 2025, subject to customary closing conditions.
The Convertible Notes will be senior unsecured obligations of enCore and will bear interest from, and including, 22 Aug. 2025, at an annual rate of 5.50%, payable semi-annually in arrears on 15 Feb. and 15 Aug. of each year, beginning on 15 Feb. 2026. The Convertible Notes will mature on 15 Aug. 2030, unless earlier repurchased, redeemed or converted in accordance with their terms. Before 15 May 2030, holders will have the right to convert their Convertible Notes only upon the occurrence of certain events. At any time from, and including, 15 May 2030, noteholders may convert their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. enCore will have the right to elect to settle conversions either in cash, common shares or in a combination of cash and common shares.
The initial conversion rate is 303.9976 common shares per $1,000 principal amount of notes, which represents an initial conversion price of approximately $3.29 per common share. The initial conversion price represents a premium of 27.5% over the last reported sale price of $2.58 per common share on 19 Aug. 2025 on The Nasdaq Capital Market. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events.
The Convertible Notes will be redeemable, in whole or in part, for cash at enCore’s option at any time, and from time to time, on or after 21 Aug. 2028, and on or before the 40th scheduled trading day immediately before the maturity date, enCore may redeem for cash all or any portion of the Convertible Notes, at its option, if the last reported sale price per common share exceeds 130% of the conversion price for a specified period of time. In addition, the Convertible Notes will be redeemable, in whole and not in part, at enCore’s option at any time in connection with certain changes in tax law. The redemption price will be equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
____________________
