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enCore Energy completes $115M convertible notes offering

enCore Energy Corp. has completed a $115 million fundraising through convertible notes maturing in 2030, strengthening its financial capacity for upcoming operations.

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enCore Energy Corp., listed on Nasdaq (NASDAQ: EU) and the TSX Venture Exchange (TSXV: EU), announced the completion of its private placement totaling $115 million in senior convertible notes due in 2030. This transaction includes the full exercise of the $15 million overallotment option initially granted to the lead purchasers.

The annual interest rate on the notes is 5.50%. The initial conversion rate is set at 303.9976 common shares per $1,000 principal amount, corresponding to a conversion price of $3.2895 per share. This price represents a 27.5% premium compared with the last closing price of $2.58 per share, recorded on August 19, 2025, on the Nasdaq Capital Market.

Financial parameters and allocation of funds

The company stated that net proceeds from the issuance amounted to approximately $109.8 million, after deducting fees, discounts, and expenses related to the offering. A total of $11.5 million was allocated to capped call transactions associated with the convertible notes. In addition, around $10.6 million was used to repay amounts outstanding under an existing loan agreement.

The remaining funds raised are intended for general corporate purposes, with no further detail provided at this stage.

Regulatory conditions and applicable restrictions

The convertible notes, as well as the common shares that may be issued upon conversion, are not registered under the United States Securities Act or qualified under Canadian securities laws. Consequently, their offer or sale remains subject to specific exemptions in both the United States and Canada, prohibiting any public transaction before December 23, 2025, for Canadian residents.

This issuance does not constitute an offer to sell or a solicitation to buy in any jurisdiction where such an operation would be considered unlawful.

Stakeholders in the transaction

Cantor Fitzgerald & Co. acted as sole bookrunner. Haywood Securities Inc. served as co-manager. Law firms Sidley Austin LLP and Bennett Jones LLP advised the initial purchasers. enCore Energy Corp. was supported by HudsonWest LLC as financial advisor and by Winston & Strawn LLP and Morton Law LLP as legal advisors.

All amounts mentioned in this release are expressed in U.S. dollars.

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