enCore Energy (NASDAQ: EU) upsizes private 2030 convertible note deal to $100M

Rhea-AI Filing Summary

enCore Energy Corp. announced a private offering of its convertible senior notes due 2030, initially targeting $75 million aggregate principal amount and subsequently upsizing the deal to $100 million after pricing. These notes are being offered in a transaction exempt from the registration requirements of U.S. securities laws.

The company disclosed this information under a Regulation FD item and attached two related press releases as exhibits, one describing the launch of the offering and another detailing the pricing and increased size of the notes.

Insights

Capital structure and credit analyst

enCore plans a private $100M 2030 convertible note financing.

enCore Energy Corp. is pursuing a private placement of convertible senior notes due 2030, upsized from $75 million to $100 million aggregate principal amount after pricing. Convertible notes blend debt with potential future equity conversion, affecting both leverage and possible dilution.

The transaction is exempt from registration under U.S. securities laws and is described through Regulation FD disclosure, with launch and pricing details provided in attached press releases dated August 19, 2025 and August 20, 2025. Actual impact on balance sheet and shareholders will depend on final terms such as interest rate and conversion features described in those releases.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 19, 2025

enCore Energy Corp.

(Exact name of registrant as specified in its charter)

British Columbia		001-41489		N/A
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

5950 Berkshire Lane, Suite 210

Dallas, TX 75225

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (361) 239-2025

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:		Trading Symbol(s)		Name of each exchange on which registered:
Common Shares, no par value		EU		The Nasdaq Capital Market LLC TSX Venture Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

On August 19, 2025, the Company issued a press release announcing its intention to offer $75 million aggregate principal amount of its convertible senior notes due 2030 (the “Notes”) in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended. On August 20, 2025, the Company issued a press release announcing the pricing of the Notes and the upsize of the offering of the Notes to $100 million aggregate principal amount. Copies of the press releases are attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

The information and exhibits furnished pursuant to Item 7.01 are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit		Description
99.1*		Launch Press Release issued by enCore Energy Corp., dated August 19, 2025
99.2*		Pricing Press Release issued by enCore Energy Corp., dated August 20, 2025
104		Cover Page Interactive Data File (formatted as Inline XBRL)

* This Exhibit is intended to be furnished to, and not filed with, the Commission pursuant to General Instruction B.2 of Form 8-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ENCORE ENERGY CORP.
By:		/s/ Robert Willette
		Robert Willette
		Acting Chief Executive Officer and Chief Legal Officer

Dated: August 20, 2025

FAQ

What financing did enCore Energy Corp. (EU) announce in this 8-K?

enCore Energy Corp. announced a private offering of convertible senior notes due 2030, initially sized at $75 million and later upsized to $100 million aggregate principal amount, as disclosed in Regulation FD materials and attached press releases.

How large is enCore Energy Corp.’s new convertible notes offering?

The company first announced an intention to offer $75 million aggregate principal amount of convertible senior notes due 2030, then reported that the offering was upsized to $100 million aggregate principal amount after pricing in a subsequent press release.

Are enCore Energy Corp.’s 2030 convertible notes being registered with the SEC?

No, the convertible senior notes due 2030 are being offered in a private transaction that is exempt from the registration requirements of the Securities Act of 1933, as stated in the company’s disclosure and related press releases.

What SEC item did enCore Energy Corp. use to disclose its notes offering?

enCore Energy Corp. used Item 7.01, Regulation FD Disclosure, to provide information about the private offering of its convertible senior notes due 2030 and to furnish the related launch and pricing press releases as exhibits to the report.

What exhibits accompany enCore Energy Corp.’s 8-K about the notes?

The filing includes two key exhibits: Exhibit 99.1, a launch press release dated August 19, 2025, and Exhibit 99.2, a pricing press release dated August 20, 2025, both describing the private offering of convertible senior notes due 2030.

Does the enCore Energy Corp. 8-K treat the notes information as filed or furnished?

The company states that information and exhibits provided under Item 7.01 are being furnished, not filed, under the Exchange Act and therefore are not subject to Section 18 liabilities or automatically incorporated into other Securities Act or Exchange Act filings.