MMCAP International Inc. SPC and Asset Management Inc. report beneficial ownership of 16,642,084 enCore Energy Corp. common shares, representing 8.3% of the class as of December 31, 2025.
The position includes 4,316,838 common shares, 4,711,246 shares underlying convertible notes exercisable within 60 days, and 7,614,000 shares underlying warrants exercisable within 60 days.
The fund and its adviser share voting and dispositive power over these securities and state they did not acquire them to change or influence control of enCore Energy.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
enCore Energy Corp.
(Name of Issuer)
Common Shares, no par value
(Title of Class of Securities)
29259W700
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
29259W700
1
Names of Reporting Persons
MMCAP International Inc. SPC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
16,642,084.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
16,642,084.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
16,642,084.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.3 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: segregated portfolio company
SCHEDULE 13G
CUSIP No.
29259W700
1
Names of Reporting Persons
MM Asset Management Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
ONTARIO, CANADA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
16,642,084.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
16,642,084.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
16,642,084.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.3 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
enCore Energy Corp.
(b)
Address of issuer's principal executive offices:
One Galleria Tower, 13355 Noel Road, Suite 1700, Dallas, TX 75240
Item 2.
(a)
Name of person filing:
This Schedule 13G is filed by the following (the "Reporting Persons"): (1) MMCAP International Inc. SPC (the "Fund"); and (2) MM Asset Management Inc. (the "Adviser"). The Fund is a private investment vehicle. The Fund directly beneficially owns the Common Shares reported in this Statement. The Adviser is the investment manager of the Fund. The Adviser may be deemed to beneficially own the Common Shares directly beneficially owned by the Fund. Each Reporting Person disclaims beneficial ownership with respect to any Common Shares other than the Common Shares directly beneficially owned by such Reporting Person.
(b)
Address or principal business office or, if none, residence:
The principal business office of the Fund is c/o Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, P.O. Box 1348, Grand Cayman, KY1-1108, Cayman Islands. The principal business office of the Adviser is 161 Bay Street, TD Canada Trust Tower Suite 2240, Toronto, ON M5J 2S1 Canada.
(c)
Citizenship:
For citizenship or place of organization see Item 4 of the cover page of each Reporting Person.
(d)
Title of class of securities:
Common Shares, no par value
(e)
CUSIP No.:
29259W700
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See Item 9 on the cover page for each Reporting Person, and Item 2, which information is given as of the close of business on the Event Date of December 31, 2025 (and which includes 4,316,838 Common Shares, an additional 4,711,246 Common Shares underlying notes that are convertible within 60 days and an additional 7,614,000 Common Shares underlying warrants that are exercisable within 60 days).
(b)
Percent of class:
See Item 11 on the cover page for each Reporting Person. The percentages of beneficial ownership contained herein are based on: (x) 187,282,424 Common Shares outstanding as of December 3, 2025 as reported in Amendment No. 4 to the Issuer's Form S-3 filed with the SEC on December 3, 2025; (y) an additional 4,711,246 Common Shares underlying the notes described above; and (z) an additional 7,614,000 Common Shares underlying the warrants described above.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Item 5 on the cover page for each Reporting Person.
(ii) Shared power to vote or to direct the vote:
See Item 6 on the cover page for each Reporting Person.
(iii) Sole power to dispose or to direct the disposition of:
See Item 7 on the cover page for each Reporting Person.
(iv) Shared power to dispose or to direct the disposition of:
See Item 8 on the cover page for each Reporting Person.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
What ownership stake in enCore Energy Corp. (EU) is reported in this Schedule 13G/A?
The filing reports a beneficial ownership stake of 8.3% of enCore Energy Corp.’s common shares. This corresponds to 16,642,084 shares, combining current shares and those underlying convertible notes and warrants exercisable within 60 days.
Who are the reporting persons in the enCore Energy Corp. (EU) Schedule 13G/A?
The reporting persons are MMCAP International Inc. SPC, a Cayman Islands segregated portfolio company, and Asset Management Inc., an Ontario-based investment adviser. The adviser manages the fund and may be deemed to beneficially own the same enCore Energy securities.
How is the 16,642,084-share position in enCore Energy (EU) composed?
The reported 16,642,084 shares include 4,316,838 common shares, 4,711,246 shares underlying convertible notes, and 7,614,000 shares underlying warrants, all counted because the notes and warrants are convertible or exercisable within 60 days of December 31, 2025.
What share count was used to calculate the 8.3% ownership in enCore Energy (EU)?
The 8.3% figure is based on 187,282,424 common shares outstanding as of December 3, 2025, plus 4,711,246 shares underlying the notes and 7,614,000 shares underlying the warrants, yielding the total deemed outstanding for percentage calculations.
Do the reporting persons seek to influence control of enCore Energy Corp. (EU)?
The reporting persons certify the securities were not acquired and are not held for the purpose of changing or influencing control of enCore Energy. They also state the holdings are not part of any transaction intended to affect control, except certain nomination activities.
Who has voting and dispositive power over the enCore Energy (EU) shares reported?
Both reporting persons indicate shared voting and shared dispositive power over 16,642,084 shares, with no sole voting or dispositive power. The fund directly holds the securities, and the adviser’s authority arises through its role as investment manager.