Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

For the month of January 2024

Commission File Number 001-41489

enCore Energy Corp.
(Translation of registrant’s name into English)

101 N. Shoreline Blvd. Suite 450, Corpus Christi, TX 78401
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40F:

Form 20-F ☐ Form 40-F ☒

Incorporation by Reference

The following documents are being submitted herewith:

Exhibit		Description
99.1		News Release of Nuclear Fuels Inc. dated January 24, 2024
99.2		Early Warning Report dated January 24, 2024

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, thereunto duly authorized.

	enCore Energy Corp.
	(Registrant)

Date: January 24, 2024	By:	/s/ W. Paul Goranson
	Name:	W. Paul Goranson
	Title:	Chief Executive Officer

Exhibit 99.1

NEWS RELEASE

NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWSWIRE SERVICES

Nuclear Fuels Announces Completion of Bought Deal Offering, Including Full Exercise of Over-
Allotment Option

Vancouver, British Columbia – (January 24, 2024) – Nuclear Fuels Inc. (CSE: NF, OTCQX:NFUNF) (“Nuclear Fuels” or the “Company”) is pleased to announce that it has closed its previously announced private placement consisting of an aggregate of 12,720,000 units (the “Units”), including exercise in full of the underwriter’s over-allotment option, at a price of $0.60 per Unit (the “Issue Price”) for aggregate gross proceeds to the Company of $7,632,000 (the “Offering”). Each Unit consists of one common share of the Company and one-half of one common share purchase warrant (each whole warrant, a “Warrant”). Each whole Warrant entitles the holder to purchase one common share of the Company at a price of $0.80 per share until January 24, 2027. The Warrants were issued pursuant to a warrant indenture dated January 24, 2024 between the Company and Endeavor Trust Corporation, as warrant agent.

PI Financial Corp. (“PI Financial”) as sole bookrunner, along with PowerOne Capital Markets Ltd. (collectively with PI Financial, the “Underwriters”) as co-lead, acted as the Underwriters in connection with the Offering. In consideration for the services provided by the Underwriters in connection with the Offering, the Company paid the Underwriters a cash commission of $413,204.88 and issued to the Underwriters an aggregate of 620,024 compensation options (the “Compensation Options”). Each Compensation Option is exercisable into one common share of the Company at a price of $0.60 per share until January 24, 2027.

The Company intends to use the net proceeds from the Offering for exploration and development expenses for the Kaycee, Moonshine and other projects and for general working capital purposes.

The securities issued in connection with the Offering, including any underlying securities, are subject to a hold period of four months, expiring on May 25, 2024, in accordance with applicable securities laws.

Related Party Transaction

enCore Energy Corp. (“enCore”), an insider of the Company, participated in the Offering, acquiring 1,716,260 Units for a total value of $1,029,756. The insider participation constitutes a “related party transaction” under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”). After the Offering, enCore holds an 18.3% stake in the Company. The Company will be relying on the exemptions from the formal valuation requirements contained in section 5.5(b) of MI 61-101 and the minority shareholder approval requirements contained in section 5.7(1) (a) of MI 61-101, as the Company is not listed on specified markets and the fair market value of the insider participation in the Offering does not exceed 25% of the Company’s market capitalization, as determined in accordance with MI 61-101. The Company did not file a material change report 21 days before closing of the Offering as the details of the insider participation were not known at that time.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act”) or any state securities laws, and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.

Early Warning Disclosure

EnCore acquired 1,716,260 Units at a price of $0.60 per Unit for the aggregate purchase price of $1,029,756 pursuant to the Offering. Immediately prior to the Offering, enCore held 9,327,800 common shares of the Company, representing approximately 19.59% of the issued and outstanding common shares of the Company on an undiluted basis. Following the Offering, enCore holds 11,044,060 common shares of the Company and 858,130 Warrants, representing approximately 18.3% of the issued and outstanding common shares of the Company on an undiluted basis and approximately 19.45% of the issued and outstanding common shares of the Company on a partially diluted basis, assuming the exercise of all Warrants held by enCore.

enCore acquired the securities of the Company for investment purposes, and may, depending on market and other conditions, increase or decrease its beneficial ownership of the Company’s securities, whether in the open market, by privately negotiated agreements or otherwise, subject to a number of factors, including general market conditions and other available investment and business opportunities.

The disclosure respecting enCore’s securityholdings of the Company contained in this news release is made pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues and National Instrument 62-104 - Take-Over Bids and Issuer Bids, and a report respecting the above acquisition will be filed with the applicable securities regulatory authorities and will be available for viewing under the Company’s profile on the SEDAR+ website at www.sedarplus.ca.

No securities regulatory authority has either approved or disapproved of the contents of this news release.

About Nuclear Fuels Inc.

Nuclear Fuels Inc. (CSE:NF) (OTCQX:NFUNF) is committed to aggressive exploration of district-scale In-Situ Recovery (“ISR”) uranium projects in proven and prolific jurisdictions. Focused on its priority Kaycee Project, located in Wyoming’s Powder River Basin, our goal is to advance the project onto a path to production. With existing historic resources through a 33-mile trend, 110+ miles of mapped roll-fronts and 3,800 drill holes, Nuclear Fuels has secured the district under one company’s control for the first time since the early 1980’s. Nuclear Fuels also provides a unique model for development of our other uranium projects and has established a pipeline of future opportunities in known uranium jurisdictions.

For further information:

Michael Collins, Chief Executive Officer P: 778-763-4670

E: info@nuclearfuels.energy W: www.nuclearfuels.energy

The Canadian Securities Exchange has not reviewed this press release and does not accept responsibility for the adequacy or accuracy of this news release.

Forward-looking Statements

Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “expect”, “potential”, “believe”, “intend” or the negative of these terms and similar expressions. Forward-looking statements in this news release include, but are not limited to, statements relating to the Offering and planned exploration programs and the results of additional exploration work in seeking to establish mineral resources as defined in NI43-101 on any of our properties. Forward-looking statements necessarily involve known and unknown risks, including, without limitation, risks associated with the planned exploration programs and the results of those programs; the ability to access additional capital to fund planned and future operations; regulatory risks including exploration permitting; risks associated with title to our mineral projects; the ability of the company to implement its business strategies; and other risks including risks contained in documents available for review at www.sedarplus.com under the Company’s profile. Readers are cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed 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.

Exhibit 99.2

Form 62-103F1

Required Disclosure under the Early Warning Requirements

Item 1 – Security and Reporting Issuer

1.1

State the designation of securities to which this report relates and the name and address of the head office of the issuer of the securities.

This report relates to the common shares in the capital of Nuclear Fuels Inc. (the “Issuer”).

The Issuer’s head office is located at Suite 1020, 800 West Pender Street, Vancouver, British Columbia, V6C 2V6.

1.2

State the name of the market in which the transaction or other occurrence that triggered the requirement to file this report took place.

The transaction that triggered the requirement to file this report was carried out through a private transaction and not through any market. The securities of the Issuer were issued pursuant to a ‘bought deal’ private placement (the “Private Placement”).

Item 2 – Identity of the Acquiror

2.1

State the name and address of the acquiror.

enCore Energy Corp. (the “Acquiror”)

101 N. Shoreline Blvd, Suite 450

Corpus Christi, TX 78401

and

Suite 1200, 750 W. Pender Street

Vancouver, BC V6C 2T8

2.2

State the date of the transaction or other occurrence that triggered the requirement to file this report and briefly describe the transaction or other occurrence.

On January 24, 2024, the Acquiror acquired 1,716,260 units of the Issuer (the “Units”) at $0.60 per Unit pursuant to the Private Placement. Each Unit is comprised of one common share (a “Share”) and one-half of one common share purchase warrant (each whole warrant, a “Warrant”) of the Issuer. Each Warrant entitles the holder to acquire one additional Share at a price of $0.80 per Share for a period of 36 months from the closing date of the Private Placement.

2.3

State the names of any joint actors.

Not applicable.

Item 3 – Interest in Securities of the Reporting Issuer

3.1

State the designation and number or principal amount of securities acquired or disposed of that triggered the requirement to file the report and the change in the acquirer’s securityholding percentage in the class of securities.

On January 24, 2024, the Acquiror acquired 1,716,260 Units at $0.60 per Unit pursuant to the Private Placement.

Immediately prior to the foregoing acquisition, the Acquiror held 9,327,800 common shares of the Issuer, representing 19.59% of the total issued and outstanding common shares of the Issuer immediately prior to closing of the Private Placement.

As a result of the foregoing acquisition, the Acquiror now owns and/or controls 11,044,060 common shares of the Issuer, representing approximately 18.30% of the total issued and outstanding common shares of the Issuer. This represents an approximate 1.29% change in the Acquiror’s ownership and/or control over common shares of the Issuer on an undiluted basis.

Assuming exercise of 858,130 Warrants, the Acquiror would own and/or control 11,902,190 Shares of the Issuer, representing approximately 19.45% of the issued and outstanding shares of the Issuer on a partially diluted basis, assuming that no further Shares of the Issuer have been issued.

3.2

State whether the acquirer acquired or disposed ownership of, or acquired or ceased to have control over, the securities that triggered the requirement to file the report.

The Acquiror acquired the securities that triggered the requirement to file this report as described in Item 2.2 above.

3.3

If the transaction involved a securities lending arrangement, state that fact.

Not applicable.

3.4

State the designation and number or principal amount of securities and the acquiror’s security holding percentage in the class of securities, immediately before and after the transaction or other occurrence that triggered the requirement to file this report.

3.5

State the designation and number or principal amount of securities and the acquiror’s securityholding percentage in the class of securities referred to in Item 3.4 over which

(a)

the acquirer, either alone or together with any joint actors, has ownership and control;

(b)

the acquirer, either alone or together with any joint actors, has ownership but control is held by persons or companies other than acquirer or any joint actor; and

(c)

the acquirer, either alone or together with any joint actors, has exclusive or shared control but does not have ownership.

All securities referred to in Item 3.4 are owned and/or controlled, directly by the Acquiror.

3.6

If the acquirer or any of its joint actors has an interest in, or right or obligation associated with, a related financial instrument involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the related financial instrument and its impact on the acquiror’s securityholdings.

Not applicable.

3.7

If the acquirer or any of its joint actors is a party to a securities lending arrangement involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the arrangement including the duration of the arrangement, the number or principal amount of securities involved and any right to recall the securities or identical securities that have been transferred or lent under the arrangement.

State if the securities lending arrangement is subject to the exception provided in section 5.7 of NI 62-104.

Not applicable.

3.8

If the acquirer or any of its joint actors is a party to an agreement, arrangement or understanding that has the effect of altering, directly or indirectly, the acquirer’s economic exposure to the security of the class of securities to which this report relates, describe the material terms of the agreement, arrangement or understanding.

Not applicable.

Item 4 – Consideration Paid

4.1

State the value, in Canadian dollars, of any consideration paid or received per security and in total.

The Acquiror acquired 1,716,260 Units at a price of $0.60 per Unit for the total purchase price of $1,029,756 pursuant to the Private Placement.

4.2

In the case of a transaction or other occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, disclose the nature and value, in Canadian dollars, of the consideration paid or received by the acquirer.

See Item 4.1 above.

4.3

If the securities were acquired or disposed of other than by purchase or sale, describe the method of acquisition or disposition.

Not applicable.

Item 5 – Purpose of the Transaction

State the purpose or purposes of the acquirer and any joint actors for the acquisition or disposition of securities of the reporting issuer. Describe any plans or future intentions which the acquirer and any joint actors may have which relate to or would result in any of the following:

(a)

the acquisition of additional securities of the reporting issuer, or the disposition of securities of the reporting issuer;

(b)

a corporate transaction, such as a merger, reorganization or liquidation, involving the reporting issuer or any of its subsidiaries;

(c)

a sale or transfer of a material amount of the assets of the reporting issuer or any of its subsidiaries;

(d)

a change in the board of directors or management of the reporting issuer, including any plans or intentions to change the number or term of directors or to fill any existing vacancy on the board;

(e)

a material change in the present capitalization or dividend policy of the reporting issuer;

(f)

a material change in the reporting issuer’s charter, bylaws or similar instruments or another action which might impede the acquisition of control of the reporting issuer by any person or company;

(g)

a change in the reporting issuer’s charter, bylaws or similar instruments or another action which might impede the acquisition of control of the reporting issuer by any person or company;

(h)

a class of securities of the reporting issuer being delisted from, or ceasing to be authorized to be quoted on, a marketplace;

(i)

the issuer ceasing to be a reporting issuer in any jurisdiction of Canada;

(j)

a solicitation of proxies from securityholders;

(k)

an action similar to any of those enumerated above.

The Acquiror acquired the Units for investment purposes. The Acquiror may, depending on market and other conditions, increase or decrease its ownership of the Issuer’s securities, whether in the open market, by privately negotiated agreements or otherwise, subject to a number of factors, including general market conditions and other available investment and business opportunities.

Item 6 – Agreements, Arrangements, Commitments or Understandings With Respect to Securities of the Reporting Issuer

Describe the material terms of any agreements, arrangements, commitments or understandings between the acquirer and a joint actor and among those persons and any person with respect to securities of the class of securities to which this report relates, including but not limited to the transfer or the voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Include such information for any of the securities that are pledged or otherwise subject to a contingency, the occurrence of which would give another person voting power or investment power over such securities, except that disclosure of standard default and similar provisions contained in loan agreements need not be included.

Not applicable.

Item 7 – Change in material fact

If applicable, describe any change in a material fact set out in a previous report filed by the acquirer under the early warning requirements or Part 4 in respect of the reporting issuer’s securities.

Not applicable.

Item 8 – Exemption

If the acquirer relies on an exemption from requirements in securities legislation applicable to formal bids for the transaction, state the exemption being relied on and describe the facts supporting that reliance.

Not applicable.

Item 9 – Certification

I, as the Acquiror, certify to the best of my knowledge, information and belief, that the statements made in this report are true and complete in every respect.