enCore Energy Provides Update on Expected Distribution of Verdera Common Shares to its Shareholders

Rhea-AI Summary

enCore Energy (NASDAQ:EU, TSXV:EU) expects to distribute 35,000,000 Verdera common shares to enCore shareholders after Verdera's resale registration statement is declared effective by the SEC and a record date is set.

Verdera closed a CAD$20,000,000 subscription receipt financing and is completing a business combination with POCML 7, with TSX-V trading expected on or about Feb 24, 2026, subject to listing requirements.

Positive

• Planned distribution of 35,000,000 Verdera common shares to enCore shareholders
• Verdera completed a CAD$20,000,000 subscription receipt financing
• Resale registration filing to enable public trading of distributed shares

Negative

• Distribution depends on SEC declaring the resale registration effective
• Verdera–POCML 7 business combination and TSX-V listing are subject to listing requirements

News Market Reaction

+1.20%

2 alerts

+1.20% News Effect

+$6M Valuation Impact

$466M Market Cap

3K Volume

On the day this news was published, EU gained 1.20%, reflecting a mild positive market reaction. Our momentum scanner triggered 2 alerts that day, indicating moderate trading interest and price volatility. This price movement added approximately $6M to the company's valuation, bringing the market cap to $466M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Verdera preferred shares: 50,000,000 shares Distribution Shares: 35,000,000 shares Subscription receipt financing: CAD$20,000,000 +4 more

7 metrics

Verdera preferred shares 50,000,000 shares Non-voting preferred shares issued to enCore as Consideration Shares

Distribution Shares 35,000,000 shares Verdera common shares issuable on conversion for shareholder distribution

Subscription receipt financing CAD$20,000,000 Verdera subscription receipt financing closed on February 12, 2026

Share Purchase Agreement date March 17, 2025 Agreement under which Consideration Shares were issued

Side Letter date April 4, 2025 Side Letter covering registration and distribution mechanics

Business combination closing On or about February 20, 2026 Scheduled closing of Verdera–POCML 7 business combination

TSX-V trading start On or about February 24, 2026 Expected TSX-V trading commencement for Verdera Energy Corp. under "V"

Market Reality Check

Price: $2.52 Vol: Volume 2,629,835 is below...

normal vol

$2.52 Last Close

Volume Volume 2,629,835 is below the 20-day average of 3,551,545 (relative volume 0.74). normal

Technical Price $2.49 is trading below the $2.65 200-day moving average and about 40.5% under the 52-week high.

Peers on Argus

EU fell 5.68% while uranium peers were mixed: UROY +0.74%, UUUU +0.15%, DNN +2.4...

1 Up

EU fell 5.68% while uranium peers were mixed: UROY +0.74%, UUUU +0.15%, DNN +2.42%, URG -1.28%, UEC 0%. Moves do not show a unified sector direction.

Historical Context

5 past events · Latest: Dec 01 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 01	Board/management change	Neutral	-2.9%	New director appointed and long-serving board member announced retirement.
Nov 10	Earnings and operations	Neutral	+4.2%	Q3 2025 results with ISR growth, deliveries, and Dewey Burdock progress.
Oct 15	Resource discovery	Positive	+11.2%	New uranium roll fronts discovered near existing Alta Mesa wellfields.
Oct 01	Regulatory hire	Positive	-0.9%	New VP for permitting aligned with fast-tracked Dewey Burdock approvals.
Sep 16	Regulatory milestone	Positive	-0.4%	EPA board denial of permit challenge, finalizing key Dewey Burdock authorizations.

Pattern Detected

Positive operational and discovery news often saw aligned gains, while some favorable regulatory and personnel updates drew mild negative reactions.

Recent Company History

Over the past six months, enCore reported Q3 2025 results and uranium extraction progress on Nov 10, 2025, disclosed new Alta Mesa roll fronts on Oct 15, 2025, and advanced Dewey Burdock permitting with a key EPA decision on Sep 16, 2025. Management changes and regulatory appointments occurred on Dec 1 and Oct 1, 2025. Against this backdrop, today’s announcement about distributing Verdera shares via stock dividend continues a pattern of corporate-structure and asset-related updates alongside project advancement.

Regulatory & Risk Context

Active S-3 Shelf

Shelf Active

Active S-3 Shelf Registration 2025-11-13

An active Form S-3/A shelf, amended on Nov 13, 2025, remains in place but not yet effective, with a delaying legend under Rule 473(a). The amendment refreshed the auditor’s consent without changing the base prospectus, and no usage has been recorded so far.

Market Pulse Summary

This announcement details enCore’s plan to distribute 35,000,000 Verdera common shares to its shareh...

Analysis

This announcement details enCore’s plan to distribute 35,000,000 Verdera common shares to its shareholders following effectiveness of a resale registration statement, effectively passing through exposure to a newly listed TSX-V issuer. It follows a CAD$20,000,000 financing and an expected business combination closing later in February 2026. Investors may watch for SEC effectiveness, the record date announcement, and any further use of the existing Form S-3/A shelf registration.

Key Terms

resale registration statement, stock dividend, subscription receipt financing, capital pool company, +1 more

5 terms

resale registration statement regulatory

"after the effectiveness of Verdera's resale registration statement and will announce"

A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.

stock dividend financial

"distribution of such shares to the Company's shareholders by way of stock dividend"

A stock dividend is when a company gives its existing shareholders extra shares instead of cash. It’s like receiving more pieces of the same pie rather than a bigger piece of money, which can increase the number of shares you own but usually doesn’t change the total value of your investment right away. Investors care about it because it can signal the company's growth and affect the stock’s price.

subscription receipt financing financial

"Verdera announced the closing of its CAD$20,000,000 subscription receipt financing."

A financing method where investors buy a temporary claim — a subscription receipt — that represents a promise to receive securities once a specific corporate deal closes. Think of it like a pre-order held by a neutral third party: money is collected and kept safe until the transaction completes, then converts into shares (or is returned if the deal fails). Investors should care because it provides short-term funding, signals market support, and carries conversion, timing and deal-completion risk that affects potential dilution and liquidity.

capital pool company financial

"business combination with POCML 7 Inc. ("POCML 7"), a capital pool company listed"

A capital pool company is a publicly listed shell set up to raise initial funding and then merge with a private business so that the private firm can become public without a traditional IPO. For investors, it’s like backing a blank-check vehicle: you’re buying into an early-stage, high‑uncertainty opportunity that can deliver big gains if the merger creates value but also carries greater risk, limited operating history and potential for dilution, so careful scrutiny is essential.

TSX Venture Exchange regulatory

"capital pool company listed on the TSX Venture Exchange ("TSX-V").Subject"

A junior stock exchange in Canada where smaller, early-stage companies list shares to raise capital and gain public visibility. Think of it as a farmers’ market for young businesses: it offers investors a chance to buy into fast-growing but higher-risk ventures, with looser listing rules and typically lower liquidity than major exchanges. It matters because performance and financing on this exchange can signal growth prospects or risk for investors.

AI-generated analysis. Not financial advice.

NASDAQ:EU
TSXV:EU
www.encoreuranium.com

DALLAS, Feb. 18, 2026 /PRNewswire/ - enCore Energy Corp. (NASDAQ: EU) (TSXV: EU) (the "Company" or "enCore"), America's Clean Energy Company™, announced that the Company expects to distribute common shares of Verdera Energy Corp. ("Verdera") to its shareholders after the effectiveness of Verdera's resale registration statement and will announce a record date prior to any such distribution.

As previously disclosed, the Company, NM Energy Holding Canada Corp. and Verdera entered into (i) a Share Purchase Agreement, dated March 17, 2025, pursuant to which, among other things, the Company was issued 50,000,000 non-voting preferred shares of Verdera (the "Consideration Shares") and (ii) a Side Letter dated April 4, 2025, by and between the Company and Verdera, pursuant to which Verdera agreed to register the common shares issuable on conversion of the Consideration Shares under the Securities Act of 1933, as amended (the "Securities Act") and the Company 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 Company's distribution of such shares to the Company's shareholders by way of stock dividend or similar distribution. Verdera has informed the Company that it expects to file the resale registration statement with the Securities and Exchange Commission (the "SEC") promptly, which will become effective following the standard review and comment process of the SEC. Following the resale registration statement being declared effective by the SEC, the Company may proceed with the distribution of the Distribution Shares.

On February 12, 2026, Verdera announced the closing of its CAD$20,000,000 subscription receipt financing. This financing was completed in advance of completion of the business combination with POCML 7 Inc. ("POCML 7"), a capital pool company listed on the TSX Venture Exchange ("TSX-V").

Subject to completion of the business combination, Verdera will become a wholly owned subsidiary of POCML 7 which will change its name to Verdera Energy Corp. and commence trading on the TSX-V under the ticker symbol "V". On February 17, 2026, Verdera announced that the closing of the business combination is currently scheduled to occur on or about February 20, 2026, with trading on the TSX-V to commence on or about February 24, 2026, subject to meeting all listing requirements. Detailed information on the transaction and the companies is available in a TSX-V Filing Statement, which can be viewed at www.sedarplus.ca under filings for POCML7.

This press release 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.

About enCore Energy Corp.

enCore Energy Corp., America's Clean Energy Company™, is committed to providing clean, reliable, and affordable fuel for domestic nuclear energy. enCore Energy is the only uranium company in the United States ("U.S.") with multiple operational Central Processing Plants, both located in South Texas. The enCore team is led by industry experts with extensive knowledge and experience in all aspects of uranium In-Situ Recovery ("ISR") operations and the nuclear fuel cycle. enCore solely utilizes ISR for uranium extraction, a well-known and proven technology co-developed by the leaders at enCore Energy.

Following upon enCore's demonstrated success in South Texas, future projects in enCore's planned project pipeline include the Dewey Burdock Project in South Dakota and the Gas Hills Project in Wyoming. The Company holds other assets including, non-core assets and proprietary databases. enCore is committed to working with local communities and indigenous governments to create positive impact from corporate projects.

www.encoreuranium.com 

Cautionary Note Regarding Forward Looking Statements:

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and Canadian securities laws that are based on management's current expectations, assumptions and beliefs. Forward-looking statements can often be identified by such words as "anticipates", "will", "may", "expects", "plans", "believes", "intends", "estimates", "projects", "continue", "potential", and similar expressions or variations (including negative variations) of such words and phrases, or statements that certain actions, events or results "may", "could", or "will" be taken.

Forward-looking statements and information that are not statements of historical fact include, but are not limited to, any statements regarding future expectations, beliefs, goals or prospects, statements regarding the expectation of Verdera filing the resale registration statement promptly, announcing a record date and ability to complete, the timing of completion of a distribution of the Distribution Shares to shareholders of the Company and planned future projects of the Company should be considered forward-looking statements. All such forward-looking statements are not guarantees of future results and forward-looking statements are subject to important risk factors and uncertainties, many of which are beyond the Company's ability to control or predict, that could cause actual results to differ materially from those expressed in any forward-looking statement.

A number of important factors could cause actual results or events to differ materially from those indicated or implied by such forward-looking statements, including without limitation the risk that the occurrence of any event, change or other circumstance that could give rise to delaying or not completing the intended distribution of Distribution Shares, including the risk that a distribution of the Distribution Shares may not be completed in a timely manner or at all, including that a governmental entity may prohibit, delay or refuse to grant approval for such distribution; the availability of materials and equipment, timeliness of government approvals and unanticipated environmental impacts on operations; litigation risks; risks posed by the economic and political environments in which the Company operates and intends to operate; the failure to adequately manage future growth; adverse market conditions; the failure to satisfy ongoing regulatory requirements and factors relating to forward-looking statements listed above which include risks as disclosed in the Company's filings on SEDAR+ and with the SEC, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, management discussion and analysis and annual information form. Should one or more of these risks materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. The Company assumes no obligation to update the information in this communication, except as required by law. Additional information identifying risks and uncertainties is contained in filings by the Company with the respective securities commissions which are available online at www.sec.gov and www.sedarplus.ca.

Forward-looking statements are provided for the purpose of providing information about the current expectations, beliefs and plans of management. Such statements may not be appropriate for other purposes and readers should not place undue reliance on these forward-looking statements, that speak only as of the date hereof, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

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SOURCE enCore Energy Corp.

FAQ

What will enCore (EU) distribute to shareholders and how many shares are involved?

enCore plans to distribute 35,000,000 Verdera common shares to its shareholders. According to the company, the distribution follows an agreement to convert Consideration Shares into Distribution Shares for shareholder allocation.

When can enCore (EU) complete the Verdera share distribution?

The distribution can proceed once Verdera's resale registration is declared effective by the SEC. According to the company, a record date will be set prior to any distribution.

How does Verdera's CAD$20,000,000 financing affect enCore (EU) shareholders?

Verdera closed a CAD$20,000,000 subscription receipt financing that supports its transaction progress. According to the company, this financing was completed before the planned business combination with POCML 7.

What timeline did Verdera give for its business combination and TSX-V listing?

Verdera indicated the business combination is scheduled on or about Feb 20, 2026, with TSX-V trading expected on or about Feb 24, 2026. According to the company, timing is subject to meeting listing requirements.

Do enCore (EU) shareholders need to take action to receive Verdera shares?

No shareholder action is described as required to receive the Distribution Shares. According to the company, distribution will occur by stock dividend or similar mechanism after the record date is set.

Will the Verdera share distribution be immediately tradable after receipt by enCore (EU) shareholders?

Tradability depends on SEC registration effectiveness and TSX-V listing conditions. According to the company, shares will be distributed after the resale registration is effective and subject to applicable securities laws.