enCore Energy Corp. (TSXV: EU;
OTCQX:ENCUF) (the “
Company”) is
pleased to announce that effective December 31, 2020, as described
in the September 1, 2020 binding Letter of Intent, it has executed
a Share Purchase Agreement (“Agreement”) with Westwater Resources
Inc. (Nasdaq: WWR) (“Westwater”) to acquire all of Westwater’s
United States uranium assets. The terms of that Agreement were
completed and the transaction was closed on December 31, 2020. The
assets include two licensed Texas-based in-situ recovery uranium
production facilities, significant given there are only eleven ISR
production facilities in the United States. Other assets included
are mineral exploration leases in Texas, and more than 270 square
miles (180,000 acres) of deeded mineral rights in New Mexico with
four projects containing significant historical resources. This
acquisition more than double the Company’s current mineral rights
and historical resource holdings and adds two already licensed
uranium production facilities.
William M. Sheriff, Executive Chairman of enCore
Energy stated “This transformational acquisition is the first
significant step to build enCore into a domestic uranium producer.
Our experienced and accomplished management team believes that a
major change is coming in the uranium market in the next 12 to 24
months. The recent impressive strength in the uranium equity market
is evidence of a broader realization within the financial community
of the early changes in the dynamics of the uranium market. In
addition to the key acquisition of licensed production facilities
in Texas, enCore will hold the leading land position in New Mexico,
consolidating the large Santa Fe and Frisco railroad “checkerboard”
mineral rights land grant running through most of the Grants
mineral belt.
“As market conditions continue to improve, we
look forward to updating and preparing the Rosita, Texas processing
facility for commercial uranium production and restarting uranium
production in one of the most favorable uranium districts in the
United States. These licensed production facilities have
demonstrated histories of lower cost uranium production, and they
are in a local region with known historic uranium resources.” added
enCore Energy’s Chief Executive Officer, W. Paul Goranson. “We
believe the timing of this acquisition coincides with dramatic
changes in the supply-demand balance in the global uranium markets
as several major primary uranium production centers have either
significantly curtailed production due to market conditions or are
being closed all together. At the same time, the U.S. Government
has taken several actions to support domestic uranium production,
including funding of the Uranium Reserve, codifying in statute the
terms of the recently amended Russian Suspension Agreement, and
funding the start of a domestic nuclear fuel cycle to support the
advancement of advanced reactor designs and small modular
reactors”.
The Texas Production
Assets
Two licensed Texas uranium production facilities
have been acquired, the Kingsville plant in Kleberg County, Texas
and the Rosita plant in Duval County, Texas. These are two of only
eleven licensed and constructed ISR production facilities in the
United States. Both facilities were established to process Ion
Exchange resin from multiple satellite facilities. Each facility
currently has an operating capacity of 800,000 pounds U3O8 per
year, and the ability to expand that capacity, if needed. The
package also includes several key mineralized leaseholds with
excellent exploration potential and historic resources, an
extensive Texas database, and key equipment including PFN logging
trucks, resin transfer trucks and remote ion exchange
facilities.
A photo accompanying this announcement is available at
https://www.globenewswire.com/NewsRoom/AttachmentNg/7fc0a177-ef2f-4ce3-bc2a-ea66652cb66c
New Mexico Assets
The Westwater acquisition, combined with
enCore’s already existing large New Mexico holdings, make enCore
the dominant holder of high-quality uranium properties in New
Mexico. The New Mexico assets in the transaction include more than
175,000 acres of deeded mineral estate (formerly the Santa Fe
railroad “checkerboard” land grant), 4,200 acres of surface and/or
mineral leases and 1,200 acres of mining claims, encompassing much
of the uranium-rich Grants mineral belt shown on the attached map,
as well as an extensive and comprehensive database. Properties
being acquired with significant in place historic uranium resources
include the Nose Rock, West Largo and Ambrosia Lake projects in
McKinley County and the Juan Tafoya project in Cibola, McKinley and
Sandoval Counties.
A summary of the significant historic mineral resources
follows:
A photo accompanying this announcement is available at
https://www.globenewswire.com/NewsRoom/AttachmentNg/1d3ad784-b46c-44f0-a534-e37151a285cc
To view historic mineral estimates please
visit:
http://www.encoreenergycorp.com/_resources/images/WWR%20Historic%20Resources.png
Historic estimates on (a) Ambrosia Lake used the
circle tangent method and cut-off grades ranging from 0.03% to
0.10% over variable intervals and on a per section basis; (b) Juan
Tafoya use the d polygonal method and a cut-off grade of 0.05% over
a six foot interval; (c) West Largo did not include a cutoff grade
and used a general outline method described by the US Atomic Energy
Commission; and (d) Nose Rock used polygonal method and a cutoff
grade of 0.07% over a six foot interval. Although the historical
estimates above are believed to have been calculated and completed
to industry standards at the time of their publication, and are
considered reliable based on such standards, a qualified person has
not done sufficient work to classify any of the historic estimates
listed above as current mineral resource estimates. Current
definitions of measured, indicated and inferred resources have
changed since the date of the report and the impact of those
changes on historical estimates has not been assessed by the
Company. Additional work, including review of existing exploration
data and additional drilling is required to update the historical
estimate to a current mineral resource. The Company does not treat
these historical estimates as current mineral resource estimates
and they should not be relied upon.
A photo accompanying this announcement is available at
https://www.globenewswire.com/NewsRoom/AttachmentNg/1506840d-dc5d-4c9b-b910-883702b52553
Located in New Mexico, the Grants mineral belt
is an approximately 100-mile-long northwesterly trending belt of
sandstone-hosted uranium deposits that have been the largest source
of uranium production in the United States. During the period of
mining activity in the Grants mineral belt, betweenthe early 1950s
and the mid-2000s, more than eighty underground and open pit mines
were developed and operated. At various times during the past
productive life of the belt, as many as six uranium processing
mills were built and operated by Anaconda Company, Homestake Mining
Company, Kerr-McGee, Phillips Petroleum, Sohio, Western Nuclear and
United Nuclear. For perspective, the Grants mineral belt has
yielded more uranium than any other district in the U.S.A.: about
340 million pounds uranium oxide. The reported remaining Identified
Resources have been estimated at 409 million pounds of uranium
oxide and are greater than for any other U.S. uranium bearing
district.6
Terms of the Transaction
Pursuant to the Agreement, the Company has
acquired seven Westwater subsidiaries, holding all of Westwater’s
United States uranium assets in exchange for 2,571,598 common
shares issues for a total value of US$1,795,000 and the grant of a
2% net smelter return royalty on mineral rights held by the
subsidiaries in the State of New Mexico, excluding the Juan Tafoya
and Cebolleta projects which retain a 2.5% net profits
interest.
As provided in the binding Letter of Intent, the
Company and Westwater worked to reduce the liability carried under
the existing reclamation bonds, and for meeting specific
milestones, the Company would pay Westwater US$500,000 in Company
Shares. Westwater made significant progress toward completing those
milestones, but due to conditions related to the COVID-19 pandemic,
only partially completed the milestones. The Company and Westwater
agreed to reduce the payment for this work to US$345,000 in Company
shares (included in the total share issuance above) in recognition
of the work accomplished, which is included in the issuance of
common shares.
The Company assumed the existing reclamation
bonds on Westwater’s uranium projects totaling approximately
US$9.25 million. The Company retained US$3,000,000 of the cash
collateral supporting these reclamation bonds with Westwater
receiving US$742,642 of the cash collateral at closing. No other
payments were made for reclamation work and reclamation bond
reduction.
Dr. Douglas H. Underhill, CPG, a Qualified
Person as defined by National Instrument 43-101 and Chief Geologist
for the Company, has reviewed, verified, and approved disclosure of
the technical information contained in this news release.
About enCore Energy Corp.
enCore Energy Corp. is U.S. domestic uranium
developer focused on becoming a leading in-situ recovery (ISR)
uranium producer. The Company is led by a team of industry experts
with extensive knowledge and experience in the development and
operations of in situ recovery uranium operations. enCore Energy’s
opportunities are created from the Company’s transformational
acquisition of its two South Texas production facilities, the
changing global uranium supply/demand outlook and opportunities for
industry consolidation. These short-term opportunities are
augmented by our strong long term commitment to working with local
indigenous communities in New Mexico where the company holds
significant uranium resources.
For additional
information:William M. SheriffExecutive
Chairman972-333-2214info@encoreenergycorp.com
www.encoreenergycorp.com
Behre Dolbear & Company (USA) Inc., 2010, Technical Report
on the Ambrosia Lake Project of Uranium Resources Inc., prepared by
Robert D. Maxwell, CPG and Bernard J. Guarnera, RPG, CPG. Behre
Dolbear & Company (USA) Inc., 2011, Technical Report on the
West Largo Project of Uranium Resources Inc., prepared by Robert D.
Maxwell, CPG. 3. Behre Dolbear & Company (USA) Inc., 2011,
Technical Report on the Nose Rock Project of Uranium Resources
Inc., prepared by Robert D. Maxwell, CPG. 4. Broad Oak Associates,
2014, NI 43-101 Technical Report on Mineral Resources: Juan Tafoya
Uranium Project, Cibola, McKinley, and Sandoval Counties, New
Mexico, USA, reported and effective May 15, 2014, prepared for
Uranium Resources Inc. by Geoffrey S. Carter, P.Eng. Wilton, Dean
T., CPG, PG, MAIG, Chief Geologist Westwater Resources, 2018,
Technical Report on the Ambrosia Lake Uranium Project, McKinley
County, USA. McLemore, Virginia T., Prin. Senior Economic
Geologist, “ Uranium Resources in New Mexico”, New Mexico Bureau of
Geology & Mineral Resources, Website updated Jan. 27, 2020.
Cautionary Note Regarding Forward-Looking
Statements
This news release includes certain
forward-looking statements within the meaning of applicable
securities law including the anticipated completion of the
transaction and acquisition of the Marquez, Nose Rock and other
properties, and the potential advancement thereof. Forward- looking
statements are statements that relate to future, not past, events.
In this context, forward - looking statements often address
expected future business and financial performance, and often
contain words such as "anticipate", "believe", "plan", "estimate",
"expect", and "intend", statements that an action or event "may",
"might", "could", "should", or "will" be taken or occur, or other
similar expressions. Estimates of mineral resources and reserves
are also forward looking statements because they constitute
projections regarding the amount of minerals that may be
encountered in the future. All statements, other than statements of
historical fact, included herein including, without limitation;
statements about the terms and completion of the transaction are
forward-looking statements. By their nature, forward-looking
statements involve known and unknown risks, uncertainties and other
factors, which may cause the actual results, performance or
achievements, or other future events, to be materially different
from any future results, performance or achievements expressed or
implied by such forward-looking statements. Forward-looking
statements are made based on management's beliefs, estimates and
opinions on the date that statements are made and the respective
companies undertakes no obligation to update forward-looking
statements if these beliefs, estimates and opinions or other
circumstances should change, except as required by applicable
securities laws. Investors are cautioned against attributing undue
certainty to forward-looking statements.
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