UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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