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enCore Energy Corp.

enCore Energy Corp.EU财报

Nasdaq · 材料 · 杂项金属矿石

Devon Energy Corporation is an American company engaged in hydrocarbon exploration. It is organized in Delaware with operational headquarters in the 50-story Devon Energy Center in Oklahoma City, Oklahoma. Its operations are in the Delaware Basin, Eagle Ford Group, and the Rocky Mountains.

What changed in enCore Energy Corp.'s 10-K — 2024 vs 2025

Top changes in enCore Energy Corp.'s 2025 10-K

715 paragraphs added · 1021 removed · 528 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

305 edited+60 added−335 removed111 unchanged
The amenability of mineralization to ISR mining is demonstrated by laboratory leach tests. Mineralization is characterized by sufficient confidence in geological interpretation to support wellfield planning and development with some changes expected from additional drilling.
The amenability of mineralization to ISR mining is demonstrated by laboratory leach tests. Mineralization is characterized by sufficient confidence in geological interpretation to support wellfield planning and development with some changes expected from additional drilling.
Inferred Mineral Resources Drilling density equivalent to about 800 feet spacing for mineralized zones characterized by less uniformity and not easily correlatable roll-front morphology, from one drilling fence line to another. Mineralization must be continuous between drill fences but there is less confidence in geologic interpretation. The hydrogeological properties of the hosting horizon are studied by aquifer pump tests.
Inferred Mineral Resources Drilling density equivalent to about 800 feet spacing for mineralized zones characterized by less uniformity and not easily correlatable roll-front morphology, from one drilling fence line to another. Mineralization must be continuous between drill fences but there is less confidence in geologic interpretation. The hydrogeological properties of the hosting horizon are studied by aquifer pump tests.
In September of 2021, the acquisition was finalized with enCore acquiring multiple assets in various stages of development including the advanced stage Dewey Burdock Project. Licensing and Permitting The Project is the first uranium ISR facility to submit permit applications in the State of South Dakota.
In September of 2021, the acquisition was finalized with enCore acquiring multiple assets in various stages of development including the advanced stage Dewey Burdock Project. Licensing and Permitting The Dewey Burdock Project is the first uranium ISR facility to submit permit applications in the state of South Dakota.
The CPP will be located on the Burdock property and the Satellite will be located at Dewey. The distance between the two facilities is approximately four miles.
The CPP will be located on the Burdock property and the satellite will be located at Dewey property. The distance between the two facilities is approximately four miles.
Uranium minerals exploration is also subject to risks and liabilities associated with pollution of the environment and disposal of waste products occurring as a result of mineral exploration. Compliance with these laws and regulations imposes substantial costs on us and may subject us to significant potential liabilities or impacts to operations or project development.
Uranium minerals exploration is also subject to risks and liabilities associated with pollution of the environment and disposal of waste products occurring as a result of mineral exploration. Compliance with these laws and regulations imposes substantial costs on us and may subject us to significant potential liabilities or impacts on operations or project development.
The Satellite facility will include an IX circuit and a resin transfer system to facilitate transfer of loaded resin by truck from the Satellite to the CPP. The processing method is an industry standard and proven method that is most suitable for uranium processing and recovery. The method also has low environmental impact and results in a high purity product.
The satellite facility will include an IX circuit and a resin transfer system to facilitate transfer of loaded resin by truck from the satellite to the CPP. The processing method is an industry standard and proven method that is most suitable for uranium processing and recovery. This method also has low environmental impact and results in a high purity product.
The Cretaceous sediments contain uranium roll front deposits in the more porous and permeable sands within the Inyan Kara Group, Lakota and Fall River Formations. The entire Inyan Kara Group consists of basal fluvial sediments grading into near marine sandstones, silts and clays deposited along the ancestral Black Hills Uplift.
The Cretaceous sediments contain uranium roll front deposits in the more porous and permeable sands within the Inyan Kara Group, Lakota Formation and Fall River Formations. The entire Inyan Kara Group consists of basal fluvial sediments grading into near marine sandstones, silts and clays deposited along the ancestral Black Hills Uplift.
The lease grants a 5 percent net proceeds royalty to the owner of the mineral properties. The surface is owned separately from South Pass Land and Livestock Company. An agreement for surface access at the West Unit is described below. Presently, there is no agreement for surface access at the Jeep parcel.
The lease grants a 5% net proceeds royalty to the owner of the mineral properties. The surface is owned separately from South Pass Land and Livestock Company. An agreement for surface access at the West Unit is described below. Presently, there is no agreement for surface access at the Jeep parcel.
For the 2011-2012, drilling programs, down hole geophysical logging using the PFN tool was completed with Strathmore’s PFN logging truck and independently confirmed by GAA Wireline Services. Extensive verification work was previously completed for holes drilled pre-2007 in the 2017, mineral estimate (Beahm, 2017).
For the 2011-2012, drilling programs, down hole geophysical logging using the PFN tool was completed with Strathmore’s PFN logging truck and independently confirmed by GAA Wireline Services. Extensive verification work was previously completed for holes drilled pre-2007 in the 2017 mineral estimate.
Amended surface use agreements have been entered into with all the surface owners on the various prospect areas as part of the Membership Interest Purchase Agreement between Energy Fuels Inc and the various holders of the Mesteña Project.
The surface use agreements have been entered into with all the surface owners on the various prospect areas as part of the Membership Interest Purchase Agreement between Energy Fuels Inc. and the various holders of the Mesteña Project.
Mineral Resources were estimated using the following prices: (a) the South Texas Integrated ISR Project used a variable U 3 O 8 sales price ranging from $78.37/lb up to $92.04/lb with an overall average U 3 O 8 sales price of $87.05/lb (b) Alta Mesa Project used a uranium sales price that ranges from $82.00 to $89.00, with an average life of mine sales price of $83.43, (c) the Dewey Burdock Project used using a uranium sales price ranging from $82.00 to $89.00, with an average sales price of $86.34 .and (d) Gas Hills Project used a U 3 O 8 sales price of $87.00/lb. 3.
Mineral Resources were estimated using the following prices: (a) the South Texas Integrated ISR Project used a variable U 3 O 8 sales price ranging from $78.37/lbs up to $92.04/lbs with an overall average U 3 O 8 sales price of $87.05/lb (b) Alta Mesa Project used U 3 O 8 sales price that ranges from $82.00 to $89.00, with an average life of mine sales price of $83.43, (c) the Dewey Burdock Project used U 3 O 8 sales price ranging from $82.00 to $89.00, with an average sales price of $86.34 .and (d) Gas Hills Project used a U 3 O 8 sales price of $87.00/lb. 3.
Because of the Project’s proximity to Alta Mesa, Alta Mesa does serve as a base of operation for, administration, shop and warehouse, environmental support, and logging services. Water supply for the Project is from established and permitted local wells. Solid waste is disposed off-site at licensed disposal facilities. No tailings or other related waste disposal facilities are needed.
Because of the Project’s proximity to Alta Mesa, Alta Mesa does serve as a base of operation for, administration, shop and warehouse, environmental support, and logging services. Water supply for the Mesteña Grande Project is from established and permitted local wells. Solid waste is disposed off-site at licensed disposal facilities. No tailings or other related waste disposal facilities are needed.
The most significant permits and licenses that will be required to operate the Project are (1) the TCEQ Source and Byproduct Materials License, (2) the Mine Area Permit issued by TCEQ and (3) Production Area Authorizations (UIC Class III) that are issued at various times through LOM, deep injection non-hazardous disposal wells (V wells) issued by TCEQ, and an USEPA aquifer exemption.
The most significant permits and licenses that will be required to operate the Project are (1) the TCEQ Source and Byproduct Materials License, (2) the Class I Mine Area Permit issued by TCEQ and (3) Production Area Authorizations (UIC Class III) that are issued at various times through LOM, deep injection non-hazardous Class I disposal wells issued by TCEQ, and an USEPA aquifer exemption.
The Prohibiting Russian Uranium Imports Act (H.R. 1042) which was signed into law in May 2024, prohibits the importation of unirradiated, low-enriched uranium projected in the Russian Federation or by a Russian entity, with temporary waivers until January 1, 2028 in certain circumstances, after which the ban will be in effect until December 31, 2040.
The Prohibiting Russian Uranium Imports Act (H.R. 1042) which was signed into law in May 2024, prohibits the importation of unirradiated, low-enriched uranium produced in the Russian Federation or by a Russian entity, with temporary waivers until January 1, 2028, in certain circumstances, after which the ban will be in effect until December 31, 2040.
The company does have collar location and mineralization data, for all holes, and has used data from surrounding holes to verify data for holes with missing geophysical logs. Considering drilling density, enCore’s approach to dataverification is a reasonable means to confirm data validity; however, not having data in hand does limit knowledge of precise location of down hole information.
The company does have collar location and mineralization data, for all holes, and has used data from surrounding holes to verify data for holes with missing geophysical logs. Considering drilling density, enCore’s approach to data verification is a reasonable means to confirm data validity; however, not having data in hand does limit knowledge of precise location of down hole information.
Mineral resources as defined in 17 CFR § 229.1300. 2. All ISR Only resources occur below the static water table. 3. The point of reference for mineral resources is in-situ at the Project. 4. Mineral resources are not mineral reserves and do not have demonstrated economic viability. 5. Totals may not sum due to rounding.
Mineral resources as defined in 17 CFR § 229.1300. 2. All ISR only resources occur below the static water table. 3. The point of reference for mineral resources is in-situ at the Gas Hills Project. 4. Mineral resources are not mineral reserves and do not have demonstrated economic viability. 5. Totals may not sum due to rounding.
Land Tenure The Company’s land holdings in the U.S. are held either by leases from the fee simple owners (private parties or the State) or unpatented mining claims located on property owned and managed by the U.S. Federal Government. Annual fees must be paid to maintain unpatented mining claims, but work expenditures are not required.
Land Tenure The Company’s land holdings in the United States are held either by leases from the fee simple owners (private parties or the State) or unpatented mining claims located on property owned and managed by the U.S. Federal Government. Annual fees must be paid to maintain unpatented mining claims, but work expenditures are not required.
The agreement allows exploring, prospecting, drilling, constructing, and plugging and abandoning up to 10 exploratory boreholes on the parcel. Access to Section 19 is provided across the SW¼ of Section 13, Township 32 North, Range 91 West, 6th Principal Meridian, Fremont County, Wyoming under the agreement. The term of the agreement is through November 7, 2025.
The agreement allows exploring, prospecting, drilling, constructing, and plugging and abandoning up to 10 exploratory boreholes on the parcel. Access to Section 19 is provided across the SW¼ of Section 13, Township 32 North, Range 91 West, 6th Principal Meridian, Fremont County, Wyoming under the agreement. The term of the agreement is through November 7, 2026.
A minimum 0.02% eU 3 O 8 , minimum 1.0-foot thickness, and minimum GT of 0.10 was used in the estimations along with a bulk dry density of 16 cubic feet per ton. Resources were estimated using the GT contour method, which is industry standard for this type of deposit.
A minimum 0.02% U 3 O 8 , minimum 1.0-foot thickness, and minimum GT of 0.10 was used in the estimations along with a bulk dry density of 16 cubic feet per ton. Resources were estimated using the GT contour method, which is industry standard for this type of deposit.
In Texas, the TCEQ issues an exemption for those processes that meet the criteria for low to zero emission by issuing a permit by rule. Water Management 66 Table of Contents We commit our management team, employees and contractors to be good stewards of the water it utilizes in all parts of its operations.
In Texas, the TCEQ issues an exemption for those processes that meet the criteria for low to zero emission by issuing a permit by rule. 45 Table of Contents Water Management We commit our management team, employees and contractors to be good stewards of the water it utilizes in all parts of its operations.
State of Wyoming Lease Strathmore entered into a ten-year lease with the State of Wyoming for Mineral Lease #0-42121 on April 2, 2007. The lease was subsequently transferred by Assignment from Strathmore to UColo on October 31, 2016. UColo renewed the lease before its 10-year expiration, extending the lease an additional ten years to April 1, 2027.
St ate of Wyoming Lease Strathmore entered into a ten-year lease with the State of Wyoming for Mineral Lease #0-42121 on April 2, 2007. The lease was subsequently transferred by Assignment from Strathmore to UColo on October 31, 2016. UColo renewed the lease before its 10-year expiration, extending the lease an additional ten years to April 1, 2027.
The northwest corner of the Project is adjacent to and extends for about 36 miles north-northwest of the Alta Mesa CPP from Brooks County into Jim Hogg County, Texas. The project extents cover approximately 30 miles in an east-west direction, and approximately 35 miles in a north-south direction. Ownership Mineral ownership in Texas is private estate.
The northwest corner of the Mesteña Grande Project is adjacent to and extends for about 36 miles north-northwest of the Alta Mesa CPP from Brooks County into Jim Hogg County, Texas. The project extents cover approximately 30 miles in an east-west direction, and approximately 35 miles in a north-south direction. Ownership Mineral ownership in Texas is private estate.
Key Methods for the following Minderal Resources estimates are as follows: • Geological interpretation of the orebody was done on section and plan from surface drill hole information, • The orebody was modeled creating roll-front outlines for each of the deposit’s individual mineralized zones; and, • Geological modeling and mining applications used was ArcGIS Pro.
Key Methods for the following Mineral Resources estimates are as follows: • Geological interpretation of the orebody was done on section and plan from surface drill hole information, • The orebody was modeled creating roll-front outlines for each of the deposit’s individual mineralized zones; and, • Geological modeling and mining applications used ArcGIS Pro.
Butler Ranch is comprised of four different non-connected property leases over approximately 10 miles in the western part of the county.
Butler Ranch is comprised of four different non-connected property leases over approximately 10 square miles in the western part of the county.
The amenability of mineralization to ISR mining is demonstrated by laboratory leach tests. Mineralization is characterized by insufficient confidence in geological interpretation to support wellfield planning and development due to significant changes expected from additional drilling. Mineral Resource Estimates A summary of the Project’s mineral resource estimates is provided in the table below.
The amenability of mineralization to ISR mining is demonstrated by laboratory leach tests. Mineralization is characterized by insufficient confidence in geological interpretation to support wellfield planning and development due to significant changes expected from additional drilling. 21 Table of Contents Mineral Resource Estimates A summary of the Project’s mineral resource estimates is provided in the table below.
Larger cities, Corpus Christi, McAllen and Laredo, are each about 100 miles or less from the site and are ready sources of materials and equipment. Major power lines are located across the Project and are accessed for electrical service. The road system is comprehensive and well maintained and used for shipment of materials and equipment.
Larger cities, Corpus Christi, McAllen and Laredo, are each about 100 miles or less from the site and are ready sources of materials and equipment. Major power lines are located across the Alta Mesa Project and are accessed for electrical service. The road system is comprehensive and well maintained and used for shipment of materials and equipment.
The sandstones are continuous along the entire western flank of the uplift and dip about 3 degrees to the southwest in the Project area. The Lakota and Fall River Formations were deposited by northward flowing stream systems. Sediments are characterized by point bar and traverse bar deposition, in meandering fluvial systems.
The sandstones are continuous along the entire western flank of the uplift and dip about 3 degrees to the southwest in the Dewey Burdock Project area. The Lakota and Fall River Formations were deposited by northward flowing stream systems. Sediments are characterized by point bar and traverse bar deposition in meandering fluvial systems.
Resources labeled “ISR” meet the criteria of being sufficiently below the water table to be amenable by ISR methods and as well as also meeting other hydrogeological criteria. “Non-ISR” resources include those generally above the natural water table, which would typically be mined using open pit methods.
Resources labeled “ISR” meet the criteria of being sufficiently 37 Table of Contents below the water table to be amenable by ISR methods and as well as also meeting other hydrogeological criteria. “Non-ISR” resources include those generally above the natural water table, which would typically be mined using open pit methods.
Mineral resources as defined in 17 CFR § 229.1300. 2. All ISR Only resources occur below the static water table. 3. The point of reference for mineral resources is in-situ at the Project. 4. Mineral resources are not mineral reserves and do not have demonstrated economic viability. 5.
Mineral resources as defined in 17 CFR § 229.1300. 2. All ISR only resources occur below the static water table. 3. The point of reference for mineral resources is in-situ at the Gas Hills Project. 4. Mineral resources are not mineral reserves and do not have demonstrated economic viability. 5.
The Wind River Formation is conformably overlain by tuffaceous sandstones of the Eocene Wagon Bed Formation. The Puddle Springs Arkose member of the Wind River Formation is the host rock for the uranium deposits at the Project. It consists of poorly consolidated arkosic sandstone and conglomerate with thin discontinuous interbeds of mudstone.
The Wind River Formation is conformably overlain by tuffaceous sandstones of the Eocene Wagon Bed Formation. The Puddle Springs Arkose member of the Wind River Formation is the host rock for the uranium deposits at the Gas Hills Project. It consists of poorly consolidated arkosic sandstone and conglomerate with thin discontinuous interbeds of mudstone.
As all the Company’s competitors in the uranium mining industry in the U.S. face the same or similar regulatory requirements, the Company does not believe its need to comply with this extensive array of laws and regulations materially affects the Company’s competitive position within the U.S. uranium mining industry.
As all of the Company’s competitors in the uranium mining industry in the United States face the same or similar regulatory requirements, the Company does not believe its need to comply with this extensive array of laws and regulations materially affects the Company’s competitive position within the U.S. uranium mining industry.
The lixiviant contains dissolved oxygen and carbon dioxide. The oxygen oxidizes the uranium, which is complexed with the bicarbonate formed by addition of carbon dioxide to the solution. The uranium-rich solution will be pumped from the recovery wells to the nearby CPP or Satellite facility for uranium concentration with ion exchange (IX) resin.
The lixiviant contains dissolved oxygen and carbon dioxide. The oxygen oxidizes the uranium, which is complexed with the bicarbonate formed by addition of carbon dioxide to the solution. The uranium-rich solution will be pumped from the recovery wells to the nearby CPP or satellite facility for uranium concentration with IX resin.
An economic wellfield must cover the construction costs associated with well installation, connection of wells to piping that conveys the leach system between wellfields and the IX facility, wellfield and plant operating costs, and reclamation costs. To further facilitate planning, wellfields are grouped into production areas (PAs).
An economic wellfield must cover the construction costs associated with well installation, connection of wells to piping that conveys the leach system between wellfields and the IX facility, wellfield and plant operating costs, and reclamation costs. To further facilitate planning, wellfields are grouped into PAs.
Mineral exploration and development activities, as well as our uranium recovery operations, are subject to comprehensive regulation which may cause substantial delays, restrictions or require capital outlays in excess of those anticipated, causing an adverse effect on our business operations.
Mineral exploration and development activities, as well as our uranium recovery operations, are subject to comprehensive regulations which may cause substantial delays, restrictions or require capital outlays in excess of those anticipated, causing an adverse effect on our business operations.
These objectives are as follow: Commenced and Expanded Uranium Extraction at the Alta Mesa Project Utilizing extraction-ready CPP in South Texas, the Company has implemented a strategy that it anticipates will continue to build value and phased growth.
These objectives are as follows: Commenced and Expanded Uranium Extraction at the Alta Mesa Project Utilizing the extraction-ready CPP in South Texas, the Company has implemented a strategy that it anticipates will continue to build value and phased growth.
The NPV assumes cash flows take place in the middle of the periods and is calculated based on a discounted cash flow. The production estimates, Capital Expenses, and Operating Expenses, cost distributions used to develop the cash flow are based on the production and restoration models developed by enCore and incorporated in the cash flow.
The NPV assumes cash flows take place in the middle of the periods and is calculated based on a discounted cash flow. The production estimates, Capital Expenses, and Operating Expenses, cost distributions used to develop the cash flow are based on the production and restoration models developed by the Company and incorporated in the cash flow.
Additionally, Boss invested directly in the Company an additional $10 million. The Company intends to continue to rationalize its asset base through the execution of our non-core asset divestment strategy strengthening our financial position and increasing financial resources in a non-dilutive way.
Additionally, Boss invested directly in the Company an additional $10 million. The Company intends to continue to rationalize its asset base through the execution of non-core asset divestment while strengthening our financial position and increasing financial resources in a non-dilutive way.
The work done by enCore and previous operators to verify historical records does validate Project information. Data are available for over 6,300 drill holes and for approximately 24% of the holes, enCore does not have the actual geophysical logs.
The work done by enCore and previous operators to verify historical records does validate Dewey-Burdock Project information. Data are available for over 6,300 drill holes and for approximately 24% of the holes, enCore does not have the actual geophysical logs.
The Dewey Burdock Project includes federal claims, private mineral rights and private surface rights controlling the entire area within the licensed project permit boundary as well as surrounding areas. The Company currently controls approximately 16,962 acres of net mineral rights and 12,613 acres of surface rights.
The project includes federal claims, private mineral rights and private surface rights controlling the entire area within the licensed project permit boundary as well as surrounding areas. The Company currently controls approximately 16,962 acres of net mineral rights and 12,613 acres of surface rights.
In the second quarter of 2024, the Company commenced uranium extraction operations at its Alta Mesa CPP, and as a result, became one of only a handful of companies in the world with more than one operational uranium extraction operation.
In the second quarter of 2024, the Company commenced uranium extraction operations at its Alta Mesa CPP, and as a result, becoming one of only a handful of companies in the world with more than one operational uranium extraction operation.
Pattern design is determined by the size and shape of the deposit, 17 Table of Contents hydrogeological properties of the mining formation, and mining economics. enCore plans to use a combination of five-spot and alternating line drive patterns with recovery wells spaced 50-100 feet from injection wells. Patterns are grouped into production units referred to as wellfields.
Pattern design is determined by the size and shape of the deposit, hydrogeological properties of the mining formation, and mining economics. enCore plans to use a combination of five-spot and alternating line drive patterns with recovery wells spaced 50-100 feet from injection wells. Patterns are grouped into production units referred to as wellfields.
Reported mineral resources do not include mineral reserves. 2. The geological model used is based on geological interpretations on section and plan derived from surface drillhole information. 3. Mineral resources have been estimated using a minimum grade-thickness cut-off of 0.30 ft% U 3 O 8 . 4.
The Company reports mineral reserves and mineral resources separately. Reported mineral resources do not include mineral reserves. 2. The geological model used is based on geological interpretations on section and plan derived from surface drillhole information. 3. Mineral resources have been estimated using a minimum grade-thickness cut-off of 0.30 ft% U 3 O 8 . 4.
The timing to prepare the applications and for agency review and approval is estimated to be 3 to 4 years. The length of time is not entirely in enCore’s control. The TCEQ’s ability to process enCore’s applications is dependent on the workload of the agency.
The timing to prepare the applications and for agency review and approval is estimated to be 3 to 4 years and is not entirely in enCore’s control. The TCEQ’s ability to process enCore’s applications is dependent on the workload of the agency.
However, compliance with government regulations generally, including but not limited to environmental regulations, is an integral part of the Company’s day-to-day business and impacts virtually all the Company’s capital 64 Table of Contents expenditure and operating decisions at its facilities, as the Company’s facilities and operations must comply with this extensive array of environmental, health and safety laws and regulations.
However, compliance with government regulations generally, including but not limited to environmental regulations, is an integral part of the Company’s day-to-day business and impacts virtually all the Company’s capital expenditure and operating decisions at its facilities, as the Company’s facilities and operations must comply with this extensive array of environmental, health and safety laws and regulations.
The QP of the Dewey Burdock Technical Report Summary is knowledgeable of the 2007 and 2008 work and technical participants who were responsible for the work. Data Verification Numerous companies have worked on the Project since the 1950’s and as a result numerous data sets of different vintages exist. enCore has a nearly complete data set for the Project.
The QP of the Dewey Burdock Technical Report Summary is knowledgeable of the 2007 and 2008 work and technical participants who were responsible for the work. 41 Table of Contents Data Verification Numerous companies have worked on the Dewey Burdock Project since the 1950’s and as a result numerous data sets of different vintages exist. enCore has a nearly complete data set for the Project.
The mineral lease was transferred by Assignment and Assumption of Mineral Lease from Strathmore to UColo on October 31, 56 Table of Contents 2016. UColo exercised its option to renew the lease for an additional 10 years in July 2020, by making the required payment. Unlimited 10-year renewals are available at UColo’s option for additional payments.
The mineral lease was transferred by Assignment and Assumption of Mineral Lease from Strathmore to UColo on October 31, 2016. UColo exercised its option to renew the lease for an additional 10 years in July 2020, by making the required payment. Unlimited 10-year renewals are available at UColo’s option for additional payments.
Gamma radiation is measured in one-tenth foot intervals and converted to gamma ray readings measured in counts-per-second into %-eU 3 O 8 . Equivalent percent uranium grades are reported in one-half foot increments. The PFN tool provides a direct measurement of uranium around the borehole.
Gamma radiation is measured in one-tenth foot intervals and converted to gamma ray readings measured in counts-per-second into %-eU 3 O 8 . Equivalent percent uranium grades are reported in one-half foot increments. 40 Table of Contents The PFN tool provides a direct measurement of uranium around the borehole.
The company’s Project properties, including the West Unit, Central Unit, Rock Hill, South Black Mountain, and Jeep properties, consist of 628 unpatented lode mining claims, one State of Wyoming mineral lease, one private mineral lease, and one private surface use agreement. 55 Table of Contents Together the properties encompass approximately 360 surface acres and 12,960 mineral acres.
The Company’s project properties, including the West Unit, Central Unit, Rock Hill, South Black Mountain, and Jeep properties, consist of 628 unpatented lode mining claims, one state of Wyoming mineral lease, one private mineral lease, and one private surface use agreement. Together the properties encompass approximately 360 surface acres and 12,960 mineral acres.
Where overlapping the deposit can be tens of feet thick and hundreds of feet wide. The strike length of individual roll fronts is variable but often on the order of thousands of feet, where the total strike length of the deposit is miles. Depth to mineralization is variable and ranges from about 180 to 920 feet.
Where overlapping occurs the deposit can be tens of feet thick and hundreds of feet wide. The strike length of individual roll fronts is variable but often on the order of thousands of feet, where the total strike length of the deposit is measured in miles. Depth to mineralization is variable and ranges from about 180 to 920 feet.
State • Wyoming Department of Environmental Quality Uranium Recovery Program “WDEQ-URP” – Source and Byproduct Material License. • WDEQ Land Quality Division “WDEQ-LQD” – Permit to Mine. • WDEQ Water Quality Division “WDEQ-WQD” – UIC Class I Permit for deep well injection of wastewater generated from wellfield bleed and other plant processes, and Storm Water Discharge Permit which allows for surface discharge of storm water. • WDEQ-Air Quality Division “WDEQ-AQD” – Air Quality Division, Chapter 6, Section 2, New Source Permit Authorization to Construct. • Wyoming State Engineer’s Office “SEO” – Various groundwater appropriation permits for ISR of uranium.
State • Wyoming Department of Environmental Quality Uranium Recovery Program “WDEQ-URP” – Source and Byproduct Material License. • WDEQ-LQD – Permit to Mine. • WDEQ Water Quality Division – UIC Class I Permit for deep well injection of wastewater generated from wellfield bleed and other plant processes, and Storm Water Discharge Permit which allows for surface discharge of storm water. • WDEQ-Air Quality Division – Air Quality Division, Chapter 6, Section 2, New Source Permit Authorization to Construct. • Wyoming State Engineer’s Office “SEO” – Various groundwater appropriation permits for ISR of uranium.
It is then filtered and washed in a filter press and transferred to the drying system. Drying systems at the Company’s processing facilities use a low-temperature, zero emission, rotary vacuum drying system, the same equipment used for producing pharmaceuticals. Once dried the yellowcake is packaged into 55-gallon drums that are grouped into shipping lots.
It is then filtered and washed in a filter press and transferred to the drying system. Drying systems at the Company’s processing facilities use a low-temperature, zero emission, rotary vacuum drying system, the same equipment used for producing pharmaceuticals. Once dried the yellowcake is packaged into 55-gallon drums that are grouped into 2 Table of Contents shipping lots.
The costs attendant to compliance are understood and routinely budgeted and are generally comparable to those of other U.S. uranium companies and other natural resources companies in the U.S. and Canada.
The costs attendant to compliance are understood and routinely budgeted and are generally comparable to those of other U.S. uranium companies and other natural resources companies in the United States and Canada.
While some ISR operations in other jurisdictions use harsh chemicals such as sulfuric acid to remove uranium from the ore body, enCore only uses a lixiviant comprised of just oxygen and sodium bicarbonate (common baking soda) in the native groundwater to extract uranium at a near neutral pH with significantly less environmental impacts.
While some ISR operations in other jurisdictions use harsh chemicals such as sulfuric acid to remove uranium from the ore body, enCore uses a lixiviant comprised of only oxygen and sodium bicarbonate (common baking soda) in the native groundwater to extract uranium at a low pH with significantly less environmental impacts.
This is called a “process bleed,” and it is intended to create a hydraulic sink in the wellfield to contain lixiviant within production patterns. 2 Table of Contents When the IX resin loads to capacity with uranium it is regenerated, using a salt solution rich in sodium bicarbonate, in the exact same manner as done for a water softener.
This is called a “process bleed,” and it is intended to create a hydraulic sink in the wellfield to contain lixiviant within production patterns. When the IX resin loads to capacity with uranium it is regenerated, using a salt solution rich in sodium bicarbonate, in the exact same manner as done for a water softener.
A slightly greater volume of water will be recovered from the mineralized zone hydro-stratigraphic unit than injected, referred to as “bleed”, to create an inward flow gradient towards the wellfields. Thus, overall recovery flow rates will always be slightly greater than overall injection rates. This bleed solution will be disposed, as permitted, via injection into Class I DDW’s.
A slightly greater volume of water will be recovered from the mineralized zone hydro-stratigraphic unit than injected, referred to as “bleed”, to create an inward flow gradient towards the wellfields. Thus, overall recovery flow rates will always be slightly greater than overall injection rates. This bleed solution will be disposed, as permitted, via injection into Class I Disposal Deep Wells.
Summary of Uranium Mineral Resources at the Alta Mesa ISR Project as of December 31, 2024 (Based on a metal price of $83.43/lb.
Summary of Uranium Mineral Resources at the Alta Mesa ISR Project as of December 31, 2025. (Based on a metal price of $83.43/lb.
U 3 O 8 15 years from amendment date with option for additional 15 years or as long uranium mining operations continue 24 Table of Contents Mesteña Unproven Ltd. 4,597.67 +/- 3.15% of Market Value > $65/lb.
U 3 O 8 15 years from amendment date with option for additional 15 years or as long uranium mining operations continue Mesteña Unproven Ltd. 4,597.67 +/- 3.15% of Market Value > $65/lb.
See the discussion above under the description of the Alta Mesa Project for more information regarding the joint venture with Boss. Licensing and Permitting The Project is not permitted or licensed to operate with the exception of the permits necessary for exploration.
See the discussion above under the description of the Alta Mesa Project for more information regarding the joint venture with Boss. 26 Table of Contents Licensing and Permitting The Project is not permitted or licensed to operate with the exception of the permits necessary for exploration.
The surviving 154 claims were sold to UColo and remain subject to the 5% net proceeds royalty. • A 5% net proceeds royalty was granted by Assignment from Strathmore to Blue Rock on October 31, 200, on nine full claims and on the southern 720 feet of nine additional claims.
The surviving 154 claims were sold to UColo and remain subject to the 5% net proceeds royalty. • A 5% net proceeds royalty was granted by assignment from Strathmore to Blue Rock, on nine full claims and on the southern 720 feet of nine additional claims.
We are identifying ways to reduce water consumption on an ongoing basis. Compliance with the Clean Water Act The Clean Water Act (“CWA”) imposes restrictions and strict controls regarding the discharge of wastes, including mineral processing wastes, into waters of the U.S.; a term broadly defined. Permits must be obtained to discharge pollutants into federal waters.
We are identifying ways to reduce water consumption on an ongoing basis. Compliance with the Clean Water Act The Clean Water Act (“CWA”) imposes restrictions and strict controls regarding the discharge of wastes, including mineral processing wastes, into waters of the United States; a term broadly defined. Permits must be obtained to discharge pollutants into federal waters.
All costs are in U.S. dollars (USD). This analysis above is based on Measured and Indicated Mineral Resources which do not have demonstrated economic viability. Given the speculative nature of mineral resources, there is no guarantee that any or all of the mineral resources included in the Initial Assessment will be recovered.
All costs are in U.S. dollars. The above information is based on Measured and Indicated Mineral Resources which do not have demonstrated economic viability. Given the speculative nature of mineral resources, there is no guarantee that any or all of the mineral resources included in the Initial Assessment will be recovered.
Water consumption at our ISR projects is primarily natural groundwater. During the recovery process, water is pumped from the ore hosted aquifer and piped to the satellite facility. The groundwater is filtered for solids, stripped of uranium, and then approximately 95% is re-injected or recirculated back into the same aquifer it was recovered from.
Water consumption at our ISR projects is natural groundwater. During the recovery process, water is pumped from the ore hosted aquifer and piped to the satellite facility. The groundwater is filtered for solids, stripped of uranium, and then largely re-injected or recirculated back into the same aquifer it was recovered from.
Project Measured Mineral Resources Indicated Mineral Resources Measured + Indicated Inferred Mineral Resources Tons (000s) Grade (% eU3O8) Pounds (000s eU3O8) Tons (000s) Grade (% eU3O8) Pounds (000s eU3O8) Tons (000s) Grade (% eU3O8) Pounds (000s eU3O8) Tons (000s) Grade (% eU3O8) Pounds (000s eU3O8) ISR Properties Region: Texas South Texas Integrated ISR Uranium Project (Project Totals) n/a n/a 2,754 n/a n/a 773 n/a n/a 3,527 n/a n/a 308 Alta Mesa Project 263.7 0.1 691.4 630.0 0.2 1,894.5 630.0 0.1 2,585.9 2,223.4 0.1 5,200.5 Mesteña Grande Project - - - - - - - - - 5,853 0.119 13,888 Region: South Dakota Dewey Burdock Project 5,419.8 0.132 14,2856 1,968.4 0.07 2,836.2 7,388.2 0.12 17,122.1 645.5 0.06 712.6 Region: Wyoming Gas Hill Project 994.0 0.10 2,051.0 2,835.0 0.10 5,654.0 3,829.0 0.10 7,705.0 409.0 0.05 428.0 Total Mineral Resources - - 19,782.4 - - 11,157.7 - - 30,940.0 - - 20,537.0 Notes: 1.
Project Measured Mineral Resources Indicated Mineral Resources Measured + Indicated Inferred Mineral Resources Tons (000s) Grade (% eU3O8) Pounds (000s eU3O8) Tons (000s) Grade (% eU3O8) Pounds (000s eU3O8) Tons (000s) Grade (% eU3O8) Pounds (000s eU3O8) Tons (000s) Grade (% eU3O8) Pounds (000s eU3O8) ISR Properties Region: Texas South Texas Integrated ISR Uranium Project (Project Totals) n/a n/a 2,754 n/a n/a 773 n/a n/a 3,527 n/a n/a 308 Alta Mesa Project 263.7 0.1 691.4 630.0 0.2 1,894.5 630.0 0.1 2,585.9 2,223.4 0.1 5,200.5 Mesteña Grande Project - - - - - - - - - 5,853 0.119 13,888 Region: South Dakota Dewey Burdock Project 5,419.8 0.132 14,286.0 1,968.4 0.07 2,836.2 7,388.2 0.12 17,122.1 645.5 0.06 712.6 Region: Wyoming Gas Hill Project 994.0 0.10 2,051.0 2,835.0 0.10 5,654.0 3,829.0 0.10 7,705.0 409.0 0.05 428.0 Total Mineral Resources 6,677.5 0.33 19,782.4 5,433.4 0.37 11,157.7 11,847.2 0.32 30,940.0 9,130.9 0.33 20,537.10 Notes: 1.
Mesteña Uranium, LLC acquired the Mesteña Grande projects in 2006 as an exploration option to provide additional uranium feed to the Alta Mesa plant. On June 17, 2016, Energy Fuels acquired the Project, including both the Alta Mesa and Mesteña Grande projects.
Mesteña Uranium, LLC acquired the Mesteña Grande projects in 2006 as an exploration option to provide additional uranium feed to the Alta Mesa plant. On June 17, 2016, Energy Fuels Inc., acquired both the Alta Mesa and the Mesteña Grande Projects.
Material Properties South Texas Integrated ISR Project (Rosita CPP) The South Texas Integrated ISR Project and associated well fields (collectively, the “STX Integrated”) is comprised of the Rosita CPP located in Duval County on a 200-acre tract owned by the Company, and multiple associated Satellite IX facilities at various project sites across south Texas.
Material Properties South Texas Integrated ISR Project (Rosita CPP) The South Texas Integrated ISR Project and associated well fields (collectively, the “STX Integrated Project”) are comprised of the Rosita CPP located in Duval County on a 200-acre tract owned by the Company, and multiple associated Satellite IX facilities at various project sites across south Texas.
The Black Hills Uplift is a Laramide Age structure forming a northwest trending dome about 125 miles long x 60 miles wide located in southwestern South Dakota and northeastern Wyoming. The uplift has deformed all rocks in age from Cambrian to latest Cretaceous.
The Black Hills Uplift is a Laramide Age structure forming a northwest trending dome about 125 miles long x 60 miles wide located in southwestern 30 Table of Contents South Dakota and northeastern Wyoming. The uplift has deformed all rocks in age from Cambrian to latest Cretaceous.
Data evaluated to prepare the exploration target include Project maps, mineral trend maps, historical ore body maps, cross sections, logs, previous technical reports, correspondence, and historical resource estimates and reporting. An extensive review of 22 Table of Contents historical drill hole data was undertaken in order to estimate existing uranium resources within the property boundaries that have not been mined.
Data evaluated to prepare the exploration target include project maps, mineral trend maps, historical ore body maps, cross sections, logs, previous technical reports, correspondence, and historical resource estimates and reporting. An extensive review of historical drill hole data was undertaken to estimate existing uranium resources within the property boundaries that have not been mined.
The amenability of mineralization to ISR mining is demonstrated by laboratory leach tests. Mineralization is characterized by insufficient confidence in geological interpretation to support wellfield planning and development due to significant changes expected from additional drilling. Mineral Resource Estimates Summary of Uranium Mineral Resources at the Mesteña Grande Uranium Project as of December 31, 2024.
The amenability of mineralization to ISR mining is demonstrated by laboratory leach tests. 27 Table of Contents Mineralization is characterized by insufficient confidence in geological interpretation to support wellfield planning and development due to significant changes expected from additional drilling. Mineral Resource Estimates Summary of Uranium Mineral Resources at the Mesteña Grande Uranium Project as of December 31, 2025.
Permitting and Licensing The most significant permits and licenses required to operate the Project are (1) the Source and Byproduct Materials License, which was issued by TCEQ (formerly Texas Bureau of Radiation Control) in 2002; (2) the Mine Area Permit issued by TCEQ in April 2000; and (3) Production Area Authorizations (UIC Class III) issued at various times since April 2000, two deep injection non-hazardous disposal wells (V wells) issued by TCEQ in April 2000 and an aquifer exemption issued by USEPA in 2002 and the area was expanded in a revised Aquifer Emption dated 2009.
Permitting and Licensing The most significant permits and licenses required to operate the Alta Mesa Project are (1) the Source and Byproduct Materials License, which was issued by TCEQ (formerly Texas Bureau of Radiation Control) in 2002; (2) the Class III Area Permit issued by TCEQ in April 2000; and (3) Production Area Authorizations issued at various times since April 2000, two deep Class I injection non-hazardous disposal wells issued by TCEQ in April 2000 and an aquifer exemption issued by USEPA in 2002, with the area expanded in a revised Aquifer Emption dated 2009.
Production Rates and Expected Mine Life Production rate was calculated using a production model derived from recent wellfields operating in the South Texas region. The production model was applied to mineral resources based upon the observed monthly recovery with a recovery of 80% in 32 months.
Extraction Rates and Expected Mine Life Extraction rate was calculated using an extraction model derived from wellfields operating in the South Texas region. The extraction model was applied to mineral resources based upon the observed monthly recovery with a recovery of 80% in 32 months.
Property Description and Location The Mesteña Grande Project properties include multiple project areas, including Mesteña Grande North (MGN), Mesteña Grande Central (MGC), Mesteña Grande South (MGS) Mesteña Grande Alta Vista (MGAV), Mesteña Grande El Sordo (MGES), Mesteña Grande North Alta Mesa (MGNAM) and Mesteña Grande South Alta Mesa (MGSAM) project areas. The properties collectively total 194,119 acres.
Property and Operational Overview The Mesteña Grande Project properties include multiple project areas, including Mesteña Grande North (MGN), Mesteña Grande Central (MGC), Mesteña Grande South (MGS), Mesteña Grande Alta Vista (MGAV), Mesteña Grande El Sordo (MGES), Mesteña Grande North Alta Mesa (MGNAM) and the Mesteña Grande South Alta Mesa (MGSAM) project areas. The properties collectively total 194,119 acres.
Each injection and production well will be connected within a network of high-density polyethylene (HDPE) piping to an injection or production manifold located in the wellfield. The manifolds are connected to pipes that convey leaching solutions to and from the ion exchange columns in the CPP or Satellite facility.
Underlying wells will be completed in the immediately underlying unit. Each injection and production well will be connected within a network of high-density polyethylene (HDPE) piping to an injection or production manifold located in the wellfield. The manifolds are connected to pipes that convey leaching solutions to and from the ion exchange columns in the CPP or Satellite facility.
For the South Texas Technical Report Summary, the QP reviewed PFN logs, gamma logs and drilling records for each drill hole used to calculate mineral resources.
For the South Texas Technical Report Summary and related Mineral Resource estimates, the QP reviewed PFN logs, gamma logs and drilling records for each drill hole used to calculate mineral resources.
Employees and Human Capital As of December 31, 2024, 131 people were employed on a full-time basis and approximately 65 individuals provided services on a contractual basis, principally through our drilling rig contractors, all of whom were located in the U.S. Our Company is committed to attracting and retaining talented and experienced individuals to manage and support our operations.
Employees and Human Capital As of December 31, 2025, 168 people were employed on a full-time basis and approximately 83 individuals provided services on a contractual basis, principally through our drilling rig contractors, all of whom were located in the U.S. Our Company is committed to attracting and retaining talented and experienced individuals to manage and support our operations.
U 3 O 8 8 years from amendment date with option for additional 7 years or as long uranium mining operations continue Surface Rights The mineral leases and options include provisions for reasonable use of the land surface for the purposes of ISR mining and mineral processing.
U 3 O 8 8 years from amendment date with option for additional 7 years or as long uranium mining operations continue 18 Table of Contents Surface Rights The mineral leases and options described above include provisions for reasonable use of the land surface for the purposes of ISR mining and mineral processing.
After classifying resources based on distance from drilling, further consideration was given to applicable mining methods for each pod. Reclassification of resource was determined based on local water table levels at each resource pod and the level of detail of hydrogeologic understanding. At this time, only the Central Unit has had groundwater flow modeling completed.
After classifying resources based on distance from drilling, further consideration was given to applicable mining methods for each pod. Reclassification of resource was determined based on local water table levels at each resource pod and the level of detail of hydrogeologic understanding. As of December 31, 2025, only the Central Unit has had groundwater flow modeling completed.
Changes in these regulations could require us to expend significant resources to comply with new laws or regulations or changes to current requirements and could have a material adverse effect on our business operations.
Changes in these regulations could require us to expend significant resources to comply with new laws or regulations or changes to current requirements and could have a material 44 Table of Contents adverse effect on our business operations.
The Project consists of approximately 1,280 surface acres and 12,960 net mineral acres of unpatented lode mining claims, a State of Wyoming mineral lease, and private mineral leases, within a brownfield site which has experienced extensive development including mine and mill site production.
The Gas Hills Project consists of approximately 1,280 surface acres and 12,960 net mineral acres of unpatented lode claims, a State of Wyoming mineral lease, and private mineral leases, within a brownfield site which has experienced extensive development including extraction and mill site production.
Dewey-Burdock Project, Fall River and Custer Counties, South Dakota The Dewey Burdock Project is an Exploration Stage Property located in southwest South Dakota and forms part of the northwestern extension of the Edgemont Uranium Mining District (the “Dewey Burdock Project”).
Dewey Burdock Project, Fall River and Custer Counties, South Dakota The Dewey Burdock Project is an Exploration Stage Property located in southwestern South Dakota and forms part of the northwestern extension of the Edgemont Uranium Mining District.
Each shipping lot is then transported to a North American conversion facility where it is weighed, sampled, and inventoried. This is the point at which the Company sells its product to its customers. When the uranium orebody within an ISR wellfield is depleted, the Company is required to clean up the groundwater.
Each shipping lot is then transported to a North American conversion facility where it is weighed, sampled, and inventoried. This is the point at which the Company sells its product to its customers. When the uranium orebody within an ISR wellfield is depleted, the Company is required to clean up the groundwater to regulatory standards using reverse osmosis technology.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Accordingly, the Company will require substantial additional capital in order to fund its future exploration and development activities for its material projects. The Company does not currently have any arrangements in place for this funding and there is no assurance that such funding will be achieved when required.
Accordingly, the Company will require substantial additional capital in order to fund its future exploration and development activities for its material projects. The Company does not currently have any additional arrangements in place for this funding and there is no assurance that such funding will be achieved when required.
There is no assurance that we will be successful in obtaining required financing as and when needed on acceptable terms, if at all. We have experienced negative cash flows from operations and may need additional financing in connection with the implementation of our business and strategic plans from time to time.
There is no assurance that we will be successful in obtaining required financing as and when needed and on acceptable terms, if at all. We have experienced negative cash flows from operations and may need additional financing in connection with the implementation of our business and strategic plans from time to time.
If we are then unable to extract uranium in commercially viable quantities, the capital investment of mining such properties may be lost and could materially impact our business. We may not realize any or all of the anticipated benefits from the Alta Mesa uranium project.
If we are then unable to extract uranium in commercially viable quantities, the capital investment of mining such properties may be lost and could materially impact our business. We may not realize any or all of the anticipated benefits from the Alta Mesa Project.
Achieving the benefits of the acquisition of the Alta Mesa Project will depend, in part, on our ability to integrate operations of the Project successfully and efficiently with our business.
Achieving the benefits of the acquisition of the Alta Mesa Project will depend, in part, on our ability to integrate operations of the Alta Mesa Project successfully and efficiently with our business.
Further, volatility in the credit markets may increase costs associated with debt instruments due to increased spreads over relevant interest rate benchmarks, or may affect our ability, or the ability of third parties we seek to do business with, to access those markets.
Further, volatility in the credit markets may increase costs associated with debt instruments due to increased spreads over relevant interest rate benchmarks, or may affect our ability, or the ability of third parties we seek to do business with, to access those markets.
The receipt, duration, amendment or renewal of such approvals, licenses and permits are subject to many variables outside enCore’s control, including inadequate agency staff experience, inability of governmental agencies to process licenses and permits in a timely manner, reduced agency staff capacity, potential legal challenges from various stakeholders such as environmental groups, non-governmental organizations, aboriginal groups or other claimants.
The receipt, duration, amendment or renewal of such approvals, licenses and permits are subject to many variables outside of enCore’s control, including inadequate agency staff experience, inability of governmental agencies to process licenses and permits in a timely manner, reduced agency staff capacity, potential legal challenges from various stakeholders such as environmental groups, non-governmental organizations, aboriginal groups or other claimants.
Mining claims on U.S. federal lands are subject to mineral withdrawals by the federal government or the designation of national monuments by the President of the U.S. under the Antiquities Act of 1906.
Mining claims on U.S. federal lands are subject to mineral withdrawals by the federal government or the designation of national monuments by the U.S. President under the Antiquities Act of 1906.
Whether or not a mining claim is valid must be determined by a mineral examination conducted by BLM. The mineral examination, which involves an economic evaluation of a project, must demonstrate the existence of a locatable mineral resource and that the mineral resource constitutes discovery of a valuable mineral deposit.
Whether or not a mining claim is valid must be determined by a mineral examination conducted by the BLM. The mineral examination, which involves an economic evaluation of a project, must demonstrate the existence of a locatable mineral resource and that the mineral resource constitutes discovery of a valuable mineral deposit.
The success and timing of these operations and projects depend on a number of factors that may be outside our control, including the financial resources of our partners and the objectives and interests of our partners.
The success and timing of these operations and projects depend on a number of factors that may be outside of our control, including the financial resources of our partners and the objectives and interests of our partners.
As a public company, there are costs associated with legal, accounting and other expenses related to regulatory compliance in Canada as well as compliance with the U.S. securities legislation and the rules and policies of Canadian Securities Administrators, TSX-V, the SEC and Nasdaq require reporting and listed companies to, among other things, adopt corporate governance and related practices, and to continuously prepare and disclose material information, all of which add to a company’s legal and financial compliance costs.
As a public company, there are costs associated with legal, accounting and other expenses related to regulatory compliance in Canada as well as compliance with the U.S. securities legislation and the rules and policies of Canadian Securities Administrators, TSX-V, the SEC and Nasdaq, which require reporting and listed companies to, among other things, adopt corporate governance and related practices, and to continuously prepare and disclose material information, all of which add to a company’s legal and financial compliance costs.
Any further revisions to, or interpretations of, S-K 1300 or NI 43-101 could result in the Company incurring unforeseen costs associated with compliance, both in the U.S. and in Canada. United States investors may not be able to obtain enforcement of civil liabilities against the Company.
Any further revisions to, or interpretations of, S-K 1300 or NI 43-101 could result in the Company incurring unforeseen costs associated with compliance, both in the United States and in Canada. U.S. investors may not be able to obtain enforcement of civil liabilities against the Company.
The exploration, construction, development and acquisition of mineral properties and the ongoing operation of mines and other facilities requires a substantial amount of capital and may depend on our ability to obtain financing through joint ventures, debt financing, equity financing or other means. We may accordingly need further capital in order to take advantage of further opportunities or acquisitions.
The exploration, construction, development and acquisition of mineral properties and the ongoing operation of mines and other facilities requires a substantial amount of capital and may depend on our ability to obtain financing through joint ventures, debt financing, equity financing or other means. Accordingly, we may need additional capital in order to take advantage of further opportunities or acquisitions.
Any failure to obtain additional financing on favorable terms or failure to achieve profitability and positive operating cash flows will have a material adverse effect on enCore’s financial condition and results of operations. We may need additional financing in connection with the implementation of our business and strategic plans from time to time.
Any failure to obtain additional financing on favorable terms or failure to achieve and maintain profitability and positive operating cash flows will have a material adverse effect on enCore’s financial condition and results of operations. We may need additional financing in connection with the implementation of our business and strategic plans from time to time.
The Company’s financial condition, results of operations, earnings and operating cash flows will be significantly affected by the market price of uranium, which is cyclical and subject to substantial short and long-term price fluctuations. Among other factors, uranium prices also affect the value of the Company’s resources, as well as the market price of the common shares.
The Company’s financial condition, results of operations, earnings and operating cash flows will be significantly affected by the market price of uranium, which is cyclical and subject to substantial short and long-term price fluctuations. Among other factors, uranium prices also affect the value of the Company’s resources, as well as the market price of its common shares.
Such factors include, among others, the demand for nuclear power; political and economic conditions in uranium producing and consuming countries such as Canada, the United States, Russia and other former Soviet Republics; reprocessing of used reactor fuel and the re-enrichment of depleted uranium tails; sales of excess civilian and military inventories (including from the dismantling of nuclear weapons) by governments and industry participants; and production levels and costs of production in countries such as Russia and former Soviet republics, Africa and Australia; international wars or conflicts (including Russia’s military invasion of Ukraine); geopolitical developments (including trading and tariff arrangements, sanctions and cybersecurity attacks), terrorism, natural disasters and public health epidemics or pandemics.
Such factors include, among others, the demand for nuclear power; political and economic conditions in uranium producing and consuming countries such as Canada, the United States, Russia and other former Soviet republics; reprocessing of used reactor fuel and the re-enrichment of depleted uranium tails; sales of excess civilian and military inventories (including from the dismantling of nuclear weapons) by governments and industry participants; and production levels and costs of production in countries such as Russia and former Soviet republics, Australia and countries in Africa; international wars or conflicts (including Russia’s military invasion of Ukraine and the war in Iran); geopolitical developments (including trading and tariff arrangements, sanctions and cybersecurity attacks), terrorism, natural disasters and public health epidemics or pandemics.
In addition, extraction hazards or environmental damage could greatly increase the cost of operations, and various operating conditions may adversely affect the production from mineral properties. These conditions include delays in obtaining governmental approvals or consents, insufficient transportation capacity or other geological, geotechnical and mechanical conditions.
In addition, extraction hazards or environmental damage could greatly increase the cost of operations, and various operating conditions may adversely affect the extraction from mineral properties. These conditions include delays in obtaining governmental approvals or consents, insufficient transportation capacity or other geological, geotechnical and mechanical conditions.
The procurement of mining interests and retaining skilled employees is highly competitive. The Company competes with other mining companies and individuals for capital, mining interests on exploration properties and undeveloped lands, acquisitions of Mineral Resources and reserves and other mining assets. The Company also competes with other mining companies to attract and retain key executives and employees.
The procurement of mining interests and retaining skilled employees is highly competitive. The Company competes with other energy companies and individuals for capital, mining interests on exploration properties and undeveloped lands, acquisitions of Mineral Resources and reserves and other mining assets. The Company also competes with other energy companies to attract and retain key executives and employees.
To the extent that the new government administration takes action by proposing and/or passing regulatory policies that could have a negative impact on our industry, such actions may have a material adverse effect on our business, results of operations, liquidity and financial condition.
To the extent that the government administration takes action by proposing and/or passing regulatory policies that could have a negative impact on our industry, such actions may have a material adverse effect on our business, results of operations, liquidity and financial condition.
Any acquisitions would be accompanied by risks, such as the difficulty of assimilating the operations and personnel of any acquired companies; the potential disruption of enCore’s ongoing business; the inability of management to maximize the financial and strategic position of enCore through the successful incorporation of acquired assets and businesses; additional expenses associated with amortization of acquired intangible assets; the maintenance of uniform standards, controls, procedures and policies; the impairment of relationships with employees, customers and contractors as a result of any integration of new management personnel; dilution of enCore’s present shareholders or of its interest in its subsidiaries as a result of the issuance of shares to pay for acquisitions; and the potential unknown liabilities associated with acquired assets and businesses.
Any acquisitions would be accompanied by risks, such as the difficulty of assimilating the operations and personnel of any acquired companies; the potential disruption of enCore’s ongoing business; the inability of management to maximize the financial and strategic position of enCore through the successful incorporation of acquired assets and businesses; additional expenses associated with amortization of acquired intangible assets; the maintenance of uniform standards, controls, procedures and policies; the impairment of relationships with employees, customers and contractors as a result of any integration of new management personnel; dilution of enCore’s present shareholders or of its interest in its subsidiaries as a result of the issuance of equity to pay for acquisitions; and the potential unknown liabilities associated with acquired assets and businesses.
There is no assurance that the foregoing risks and hazards will not occur or will not result in damage to, or destruction of, the properties and assets of enCore, personal injury or death, environmental damage, delays in or interruption of or cessation of production from the properties or impairment of enCore’s exploration or development activities or in unsuccessful exploration, which could result in unforeseen costs, monetary losses and potential legal liability and adverse governmental action, all of which could have an adverse impact on enCore’s future cash flows, earnings, results of operations and financial condition.
There is no assurance that the foregoing risks and hazards will not occur or will not result in damage to, or destruction of, the properties and assets of enCore, personal injury or death, environmental damage, delays in or interruption of or cessation of extraction from the properties or impairment of enCore’s exploration or development activities or in unsuccessful exploration, which could result in unforeseen costs, monetary losses and potential legal liability and adverse governmental action, all of which could have an adverse impact on enCore’s future cash flows, earnings, results of operations and financial condition.
Furthermore, the economic feasibility of developing a mineral project is based on many factors such as estimation of mineral reserves, tonnage and grade, anticipated metallurgical recoveries, environmental considerations and permitting, future metal prices and anticipated capital and operating costs of these projects, and it is possible that actual capital and operating costs and economic returns will differ significantly from those estimated for a project prior to production. enCore’s mineral properties have no operating history upon which estimates of future projection and cash operating costs can be based.
Furthermore, the economic feasibility of developing a mineral project is based on many factors such as estimation of mineral reserves, tonnage and grade, anticipated metallurgical recoveries, environmental considerations and permitting, future metal prices and anticipated capital and operating costs of these projects, and it is possible that actual capital and operating costs and economic returns will differ significantly from those estimated for a project prior to extraction. enCore’s mineral properties have no operating history upon which estimates of future projection and cash operating costs can be based.
Such bills have proposed, among other things, to (i) either eliminate or greatly limit the right to a mineral patent; (ii) significantly alter the laws and regulations relating to uranium mineral development and recovery from unpatented and patented mining claims; (iii) impose a federal royalty on production from unpatented mining claims; (iv) impose time limits on the effectiveness of plans of operation that may not coincide with mine or facility life; (v) impose more stringent environmental compliance and reclamation requirements on activities on unpatented mining claims; (vi) establish a mechanism that would allow states, localities and Native American tribes to petition for the withdrawal of identified tracts of federal land from the operation of the US.
Such bills have proposed, among other things, to (i) either eliminate or greatly limit the right to a mineral patent; (ii) significantly alter the laws and regulations relating to uranium mineral development and recovery from unpatented and patented mining claims; (iii) impose a federal royalty on production from unpatented mining claims; (iv) impose time limits on the effectiveness of plans of operation that may not coincide with mine or facility life; (v) impose more stringent environmental compliance and reclamation requirements on activities on unpatented mining claims; (vi) establish a mechanism that would allow states, localities and Native American tribes to petition for the withdrawal of identified tracts of federal land from the operation of the U.S.
As part of our business strategy, we expect to see certain near-term benefits, including licensed uranium production facility with licensed and permitted Mineral Resources that will add to our overall production capacity in South Texas, as well as longer-term opportunities for growth from a large contiguous mineral property that has significant identified Mineral Resources and the potential for additional Mineral Resources that could be discovered on that property.
As part of our business strategy, we expect to see certain near-term benefits, including a licensed uranium extraction facility with licensed and permitted Mineral Resources that will add to our overall extraction capacity in South Texas, as well as longer-term opportunities for growth from a large contiguous mineral property that has significant identified Mineral Resources and the potential for additional Mineral Resources that could be discovered on that property.
Permits received are subject to expiration and may not be able to obtain, maintain or amend rights, authorizations, licenses, permits or consents required for our operations.
Permits received are subject to expiration and we may not be able to obtain, maintain or amend rights, authorizations, licenses, permits or consents required for our operations.
For the year ended December 31, 2024, enCore had negative operating cash flow and will require significant cash and/or alternative financing arrangements in order to develop its assets and meet its ongoing general and administrative costs and exploration commitments and to maintain its mineral property interests, which may require working capital and/or project financing in the future.
For the year ended December 31, 2025, enCore had negative operating cash flow and will require significant cash and/or alternative financing arrangements in order to develop its assets and meet its ongoing general and administrative costs and exploration commitments and to maintain its mineral property interests, which may require working capital and/or project financing in the future.
Our financial condition, general market conditions, volatile uranium and vanadium markets, volatile interest rates, legal claims against us, a significant disruption to our business or operations, or other factors may make it difficult to secure financing necessary for the expansion of mining activities or to take advantage of opportunities for acquisitions.
Our financial condition, general market conditions, volatile uranium markets, volatile interest rates, legal claims against us, a significant disruption to our business or operations, or other factors may make it difficult to secure financing necessary for the expansion of mining activities or to take advantage of opportunities for acquisitions.
It may not be possible for investors to effect service of process within the United States on certain of its directors and officers or enforce judgments obtained in the United States courts against the Company or certain of the Company’s directors and officers based upon the civil liability provisions of United States federal securities laws or the securities laws of any state of the United States.
It may not be possible for investors to effect service of process within the United States on certain of its directors and officers or enforce judgments obtained in the U.S. courts against the Company or certain of the Company’s directors and officers based upon the civil liability provisions of United States federal securities laws or the securities laws of any state of the United States.
This opposition may take on forms such as road blockades, vandalism, threats and/or slander, applications for injunctions seeking to cease certain construction, development, extraction, mining and/or milling or recovery activities, refusals to grant access to lands or to sell lands on commercially viable terms, lawsuits for damages or to revoke or modify licenses and permits, issuances of unfavorable laws and regulations, changes in regulatory attitudes and interpretations and other rulings contrary to or otherwise harming our interests.
This opposition may take on forms such as road blockades, vandalism, threats and/or slander, applications for injunctions seeking to cease certain construction, development, extraction, mining and/or milling or recovery activities, refusals to grant access to lands or to sell lands on commercially viable terms, 55 Table of Contents lawsuits for damages or to revoke or modify licenses and permits, issuances of unfavorable laws and regulations, changes in regulatory attitudes and interpretations and other rulings contrary to or otherwise harming our interests.
It is possible that future changes in applicable laws and regulations or changes in their enforcement or regulatory interpretation could result in changes in legal requirements or in the terms of existing permits, licenses and approvals applicable to enCore or its projects, which could have a material and adverse impact on enCore’s current mining operations or planned development projects. enCore is also subject to various reclamation and other bonding requirements under federal, state, provincial or local air, water quality and mine reclamation rules and permits.
It is possible that future changes in applicable laws and regulations or changes in their enforcement or regulatory interpretation could result in changes in legal requirements or in the terms of existing permits, licenses and approvals applicable to enCore or its projects, which could have a material and adverse impact on enCore’s current mining operations or planned development projects. 58 Table of Contents enCore is also subject to various reclamation and other bonding requirements under federal, state, provincial or local air, water quality and mine reclamation rules and permits.
Dollar would result in a relative decrease in the valuation of uranium and the associated market value from a Canadian currency perspective. We utilize novel mining methods for production at our properties, which may not yield anticipated results. The Company focuses on the ISR mining method for production at its properties.
Dollar would result in a relative decrease in the valuation of uranium and the associated market value from a Canadian currency perspective. We utilize novel mining methods for extraction at our properties, which may not yield anticipated results. The Company focuses on the ISR mining method for extraction at its properties.
The ability to sell and profit from the sale of any eventual acquired uranium or mineral production from a property will be subject to the prevailing conditions in the applicable marketplace at the time of sale. The demand for uranium and other minerals is subject to global economic activity and changing attitudes of consumers and other end-users’ demand.
The ability to sell and profit from the sale of any eventual acquired uranium or mineral extraction from a property will be subject to the prevailing conditions in the applicable marketplace at the time of sale. The demand for uranium and other minerals is subject to global economic activity and changing attitudes of consumers and other end-users’ demand.
If, after the commencement of commercial production, the uranium price falls below the costs of production at enCore’s mines for a sustained period, it may not be economically feasible to continue production at such sites. This would materially and adversely affect production, profitability and enCore’s results of operation and financial position.
If, after the commencement of commercial production, the uranium price falls below the costs of extraction at enCore’s mines for a sustained period, it may not be economically feasible to continue extraction at such sites. This would materially and adversely affect production, extraction and enCore’s results of operation and financial position.
As a lessor, we do not control the equipment while it is operated by the lessee there could be a serious incident such as a fatality, serious injury, or serious damage our leased equipment. Economic extraction of minerals from uranium deposits may not be commercially viable.
As a lessor, we do not control the equipment while it is operated by the lessee, and there could be a serious incident such as a fatality, serious injury, or serious damage to our leased equipment. Economic extraction of minerals from uranium deposits may not be commercially viable.
Sustained lower prices of oil, natural gas, coal and hydro-electricity may result in lower demand for uranium concentrates, which could have a material adverse effect on its business, results of operations, financial condition, cash flows and liquidity.
Sustained lower prices of oil, natural gas, coal and hydro-electricity may result in lower demand for uranium concentrates, which could have a material adverse effect on our business, results of operations, financial condition, cash flows and liquidity.
Such litigation, if instituted, could result in substantial costs and diversion of management attention and resources, which could significantly harm enCore’s profitability and reputation. enCore has never paid dividends and does not currently intend to do so in the foreseeable future.
Such litigation could result in substantial costs and diversion of management attention and resources, which could significantly harm enCore’s profitability and reputation. enCore has never paid dividends and does not currently intend to do so in the foreseeable future.
However, as there is a cost associated with holding and, in some cases, maintaining such properties, projects and facilities on standby during periods of depressed commodity prices, in those circumstances we continuously evaluate, on a case-by-case basis, such costs against the prospects for price increases, and may from time to time sell, drop or reclaim any such properties, projects or facilities.
However, as there is a cost associated with holding and, in some cases, maintaining such properties, projects and facilities on standby during periods of depressed commodity prices, in 49 Table of Contents those circumstances we continuously evaluate, on a case-by-case basis, such costs against the prospects for price increases, and may from time to time sell, drop or reclaim any such properties, projects or facilities.
Risks related to our Industry There are risks associated with the exploration of, development of, and production from mineral properties. The business of exploration for minerals involves a high degree of risk. Few properties that are explored are ultimately developed into producing mines.
Risks related to our Industry There are risks associated with the exploration of, development of, and extraction from mineral properties. The business of exploration for minerals involves a high degree of risk. Few properties that are explored are ultimately developed into producing mines.
Holders may be subject to adverse U.S. federal income tax consequences Prospective U.S. investors should be aware that they could be subject to certain adverse U.S. federal income tax consequences in the event that the Company is classified as a “passive foreign investment company” (a “PFIC”) for U.S. federal income tax purposes.
Prospective U.S. investors should be aware that they could be subject to certain adverse U.S. federal income tax consequences in the event that the Company is classified as a “passive foreign investment company” (a “PFIC”) for U.S. federal income tax purposes.
While enCore makes every 76 Table of Contents reasonable attempt to satisfy the terms and conditions of the permits it is granted, there can be no assurance that unforeseen circumstances may prevent the Company from doing so, and permits received may expire, which could have an adverse impact on enCore’s future cash flows, earnings, results of operations and financial condition.
While enCore makes every reasonable attempt to satisfy the terms and conditions of the permits it is granted, there can be no assurance that unforeseen circumstances may prevent the Company from doing so, and permits received may expire, which could have an adverse impact on enCore’s future cash flows, earnings, results of operations and financial condition.
To raise additional capital, we may in the future offer additional common shares or other securities convertible into or exchangeable for our common shares at prices that may not be the same as the price per share as the shares an investor has previously purchased, and investors purchasing shares or other securities in the future could have rights superior to existing shareholders. 89 Table of Contents Item 1B.
To raise additional capital, we may in the future offer additional common shares or other securities convertible into or exchangeable for our common shares at prices that may not be the same as the price per share as the shares an investor has 67 Table of Contents previously purchased, and investors purchasing shares or other securities in the future could have rights superior to existing shareholders. 68 Table of Contents Item 1B.
While diligent supervision and effective maintenance operations can contribute to maximizing production rates over time, production delays from normal operating conditions cannot be eliminated and can be expected to adversely affect revenue and cash flow levels to varying degrees.
While diligent supervision and effective maintenance operations can contribute to maximizing extraction rates over time, extraction delays from normal operating conditions cannot be eliminated and can be expected to adversely affect revenue and cash flow levels to varying degrees.
The effect of these factors, either alone or in combination, cannot be accurately predicted and their impact may result in enCore not being able to economically extract minerals from any identified mineral resource. Estimation of Mineral Resources is subjective and uncertain. 73 Table of Contents The figures presented for Mineral Resources in this Annual Report are only estimates.
The effect of these factors, either alone or in combination, cannot be accurately predicted and their impact may result in enCore not being able to economically extract minerals from any identified mineral resource. Estimation of Mineral Resources is subjective and uncertain. The figures presented for Mineral Resources in this Annual Report are only estimates.
The mining industry is subject to significant risks that could result in damage to or destruction of property and facilities, personal injury or death, environmental damage and pollution, delays in production, expropriation of assets and loss of title to mining claims.
The mining industry is subject to significant risks that could result in damage to or destruction of property and facilities, personal injury or death, environmental damage and pollution, delays in extraction, expropriation of assets and loss of title to mining claims.
The challenges involved in this integration, which may be complex and time-consuming, include the following: ● the diversion of management attention from other important business objective; ● the ability to locate, hire and retain experienced staff to construct wellfields and safely conduct operation; ● the ability to locate, hire and retain experienced contractors to allow efficient delineation drilling and well installation at a necessary rate to meet production needs; and ● the Company’s ongoing relations with Boss with respect to the joint venture in the Alta Mesa Project.
The challenges involved in this integration, which may be complex and time-consuming, include the following: ● the diversion of management attention from other important business objectives; ● the ability to locate, hire and retain experienced staff to construct wellfields and safely conduct operations; ● the ability to locate, hire and retain experienced contractors to allow efficient delineation drilling and well installation at a necessary rate to meet production needs; and ● the Company’s ongoing relations with Boss with respect to the joint venture in the Alta Mesa Project.
Certain directors and officers may be subject to conflicts of interest with respect to the Company due to their relationship with other resource companies. 71 Table of Contents enCore’s directors and officers may serve as directors or officers of other resource companies or have significant shareholdings in other resource companies and, to the extent that such other companies may participate in ventures in which enCore may participate, the directors and officers of enCore may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation.
Certain directors and officers may be subject to conflicts of interest with respect to the Company due to their relationship with other resource companies. enCore’s directors and officers may serve as directors or officers of other resource companies or have significant shareholdings in other resource companies and, to the extent that such other companies may participate in ventures in which enCore may participate, the directors and officers of enCore may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation.
Any of these hazards could result in personal injury or death, damage to or destruction of equipment and facilities, suspension of operations, environmental and natural resources damage, reputational harm and damage to the property of others. 72 Table of Contents Accidents may occur, we may be unable to obtain desired contractual indemnities, and our insurance may prove inadequate in certain cases.
Any of these hazards could result in personal injury or death, damage to or destruction of equipment and facilities, suspension of operations, environmental and natural resources damage, reputational harm and damage to the property of others. Accidents may occur, we may be unable to obtain desired contractual indemnities, and our insurance may prove inadequate in certain cases.
Similarly, trade restrictions or foreign policy have the potential to impact the ability to supply uranium to developing markets, such as China and India. If substantial changes are made to regulations 81 Table of Contents affecting the global marketing and supply of uranium, the Company’s business, financial condition and results of operations may be materially adversely affected.
Similarly, trade restrictions or foreign policy have the potential to impact the ability to supply uranium to developing markets, such as China and India. If substantial changes are made to regulations affecting the global marketing and supply of uranium, the Company’s business, financial condition and results of operations may be materially adversely affected.
Where substantive disclosure in one regulatory scheme is more restrictive/stringent than in the other, the Company opted to take the more restrictive/stringent approach in its technical reports. NI 43-101 has a prescribed format, whereas S-K 1300 does 87 Table of Contents not; as such, the Company’s technical reports follow the formatting requirements of NI 43-101.
Where substantive disclosure in one regulatory scheme is more restrictive/stringent than in the other, the Company opted to take the more restrictive/stringent approach in its technical reports. NI 43-101 has a prescribed format, whereas S-K 1300 does not; as such, the Company’s technical reports follow the formatting requirements of NI 43-101.
While industry best practices have been utilized in the development of its estimates, actual results from the 80 Table of Contents application of the ISR mining method may differ significantly. The Company will need to complete substantial additional work to further advance and/or confirm its current estimates for the use of the ISR mining method on its properties.
While industry best practices have been utilized in the development of its estimates, actual results from the application of the ISR mining method may differ significantly. The Company will need to complete substantial additional work to further advance and/or confirm its current estimates for the use of the ISR mining method on its properties.
If another nuclear incident were to occur, it could impact the continuing acceptance of nuclear energy and the future prospects for nuclear power generation, including causing governments of certain countries to further increase regulation for the nuclear industry, reduce or abandon current reliance on nuclear power or reduce or abandon existing plans for nuclear power 77 Table of Contents expansion.
If another nuclear incident were to occur, it could impact the continuing acceptance of nuclear energy and the future prospects for nuclear power generation, including causing governments of certain countries to further increase regulation for the nuclear industry, reduce or abandon current reliance on nuclear power or reduce or abandon existing plans for nuclear power expansion.
Foreign Corrupt Practices Act and other extraterritorial and national anti-bribery laws and regulations, a breach or violation of which could lead to substantial sanctions and civil and criminal prosecution, as well as fines and penalties, litigation, loss of licenses or permits and other collateral consequences and reputational harm.
Foreign Corrupt Practices Act and other extraterritorial and national anti-bribery laws and regulations, a breach or violation of which could lead to substantial sanctions and civil and criminal 65 Table of Contents prosecution, as well as fines and penalties, litigation, loss of licenses or permits and other collateral consequences and reputational harm.
Any material error, omission, act of negligence or act resulting in environmental pollution, accidents or spills, industrial and transportation accidents, work stoppages or other actions could adversely affect the Company’s operations and financial condition. Extraction, capital and operating cost estimates may be inaccurate.
Any material error, omission, act of negligence or act resulting in environmental pollution, accidents or spills, industrial and transportation accidents, work stoppages or other actions could adversely affect the Company’s operations and financial condition. 59 Table of Contents Extraction, capital and operating cost estimates may be inaccurate.
If the Company determines to sell any physical uranium that it has produced, it may likewise experience difficulties in finding purchasers that are able to accept a material quantity of physical uranium. The Company may also intend to hold physical uranium for long-term investment.
If the Company determines to sell any physical uranium that it has produced, it may likewise experience difficulties in finding purchasers that are able to accept a material quantity of physical uranium. 60 Table of Contents The Company may also intend to hold physical uranium for long-term investment.
Based on an analysis of the Company’s activities and income and assets, the Company believes that it was a PFIC for its taxable year ended December 31, 2023, and may continue to be classified as a PFIC for the taxable year ended December 31, 2024, the current taxable year and the foreseeable future.
Based on an analysis of the Company’s activities and income and assets, the Company believes that it was a PFIC for its taxable year ended December 31, 2025, and may continue to be classified as a PFIC for the current taxable year and the foreseeable future.
Our business relies on the use of independent drilling rig contractors, and their operations are subject to many hazards inherent in the drilling industry, including environmental pollution, blowouts, cratering, explosions, fires, loss of well control, loss of or damage to the wellbore or underground reservoir, damaged or lost drilling equipment and damage or loss from inclement weather or natural disasters, whether or not climate related.
Our business relies on the use of independent drilling rig contractors, and their operations are subject to many hazards inherent in the drilling industry, including environmental pollution, blowouts, cratering, explosions, fires, loss of well control, loss of or damage to the wellbore or underground reservoir, damaged or lost drilling equipment and damage or loss from inclement weather or natural disasters.
There are also physical risks to the exploration personnel working in the rugged terrain, often in poor climate conditions, which can be abated through safety training, adherence to high safety standards and the use of modern communication technologies.
There are also physical risks to the exploration personnel working in the rugged terrain, often in poor 51 Table of Contents climate conditions, which can be abated through safety training, adherence to high safety standards and the use of modern communication technologies.
In the event of depressed commodity prices, we would continue to hold our standby properties, projects and facilities because we believe that prices are likely to rise, to such levels within a reasonable time period to justify future production. This ability to maintain scalability as commodity prices increase is a key component of our business strategy.
In the event of depressed commodity prices, we may continue to hold our standby properties, projects and facilities because we believe that prices may be likely to rise to such levels within a reasonable time period to justify future production. This ability to maintain scalability as commodity prices increase is a key component of our business strategy.
Accordingly, a decline in revenues due to lower day rates or utilization may not be offset by a corresponding decrease in drilling services and solutions expense, which could have a material adverse effect on their ability to conduct drilling operations on the behalf of the Company that can have a material adverse effect on our business, financial condition and results of operations.
Accordingly, a decline in revenues due to lower day rates or utilization may not be offset by a corresponding decrease in drilling services and solutions expense, which could have a material adverse effect on their ability to conduct drilling operations on our behalf which could have a material adverse effect on our business, financial condition and results of operations.
However, we may elect, now or in the future, to proceed with the extraction of minerals on one or more of those projects without having completed the technical work 70 Table of Contents required to declare a Mineral Reserve.
However, we may elect, now or in the future, to proceed with the extraction of minerals on one or more of those projects without having completed the technical work required to declare a Mineral Reserve.
The skilled professionals with expertise in geologic, engineering and process aspects of uranium ISR, radiation safety and other facets of our business are currently in high demand, as there are relatively few professionals with both expertise and experience.
The skilled professionals with expertise in geologic, 50 Table of Contents engineering and process aspects of uranium ISR, radiation safety and other facets of our business are currently in high demand, as there are relatively few professionals with both expertise and experience.
You should read this summary together with the more detailed description of each risk factor contained below. • our history of negative operating cash flows and our ability to develop or maintain positive cash flow from our mining activities; • ability to obtain additional financing on acceptable terms when needed; • we have experienced negative cash flows from operations and may need additional financing in connection with the implementation of our business and strategic plans from time to time; • our expansion-by-acquisition strategy; • our properties do not contain Mineral Reserves and some of our properties, projects and facilities may not be economic within a reasonable time period or at all; • reliance on key personnel, contractors and experts; • conflicts of interest of our directors and officers; • risks associated with exploration of, development of, and extraction from mineral properties; • our reliance on third party drilling contractors, including an increased risk of loss, weather related risks or underutilization of drilling rigs; • risks inherent to mineral exploration and extraction; • the commercial viability of economic extraction of minerals from uranium deposits; • the subjectiveness and uncertainty of estimations of Mineral Resources; • future mineral extraction estimates may not be achieved; • estimates of commodity prices used in preliminary economic assessments may never be realized; • requirements to obtain or retain key permits to advance or achieve extraction; • involvement of Native American tribes in the permitting process; • opposition to mining may disrupt our business activities; • challenges to title of our mineral property interests; • our ability to attract, retain, train, motivate, develop and transition skilled employees; • existing competition and geopolitical changes in the competitive landscape; • public opinion and perception of nuclear energy; • volatility in market prices of uranium; • applicable laws, regulations and standards, including environmental protection laws and regulations; • our ability to raise equity or obtain debt; • accuracy of extraction, capital and operating cost estimates; • ability of novel mining methods for extraction to yield anticipated results; • the need for technical innovation and risk of obsolescence; • availability of a public market for uranium, including global demand and supply; • changes to and uncertainty in U.S. trade policy, tariff and import/export regulations; • risk related to our operations on federal lands, including potential designation of national monuments or withdrawal or permits; • risks related to our Alta Mesa joint venture; • taxation implications of U.S. holders because the Company may be passive foreign investment company; • potential dilution if we issue additional common shares or securities convertible into common shares; • price volatility of our common shares; 68 Table of Contents • our expectation to not declare or pay dividends; and • reliance on information technology systems and cybersecurity risks; • the time and resources necessary to comply with corporate governance practices and securities rules and regulations in the United States and Canada; • our management’s ability to maintain effective internal controls; • our remediation plan and ability to remediate the material weaknesses in our internal controls over financial reporting; • United States investors may face challenges in enforcing civil liabilities against the Company, its directors, and its officers; • taxation implications of U.S. holders because the Company may be passive foreign investment company; • our ability to protect our proprietary data, technology and intellectual property; • changes in climate conditions; and • other risks described in this Annual Report, as more particularly described herein.
You should read this summary together with the more detailed description of each risk factor contained below. • our history of negative operating cash flows and our ability to develop or maintain positive cash flow from our extraction activities and the ability to obtain additional financing, if needed, in connection with implementation of business and strategic plans; • risks associated with our expansion-by-acquisition strategy; • our properties do not contain Mineral Reserves and some of our properties, projects and facilities may not be economic within a reasonable time period or at all; • our reliance on key personnel, contractors and experts; • conflicts of interest of our directors and officers; • risks associated with exploration of, development of, and extraction from mineral properties; • our reliance on third party drilling contractors, including an increased risk of loss, weather related risks or underutilization of drilling rigs; • risks inherent to mineral exploration and extraction; • the commercial viability of economic extraction of minerals from uranium deposits; • the subjectiveness and uncertainty of estimations of Mineral Resources; • future mineral extraction estimates may not be achieved; • estimates of commodity prices used in preliminary economic assessments may never be realized; • requirements to obtain or retain key permits to advance or achieve extraction; • involvement of external groups, including Native American tribes, or non-governmental organizations, in the permitting process; • challenges to title of our mineral property interests; • our ability to attract, retain, train, motivate, develop and transition skilled employees; • existing competition and geopolitical changes in the competitive landscape; • public opinion and perception of nuclear energy; • volatility in market prices of uranium; • applicable laws, regulations and standards, including environmental protection laws and regulations; • our ability to raise equity or obtain debt financing, including obtaining additional financing on acceptable terms when needed; • accuracy of extraction, capital and operating cost estimates; • ability of novel mining methods for extraction to yield anticipated results; • the need for technical innovation and risk of obsolescence; • availability of a public market for uranium, including global demand and supply; • changes to and uncertainty in U.S. trade policy, tariff and import/export regulations; • risks related to our operations on federal lands, including potential designation of national monuments or withdrawal or permits; • risks related to our Alta Mesa joint venture; • taxation implications of U.S. holders because the Company may be a passive foreign investment company; • potential dilution if we issue additional common shares or securities convertible into common shares, such as our 5.50% convertible senior convertible due 2030 (the “Convertible Senior Notes”) and the related capped call transactions; • price volatility of our common shares; 47 Table of Contents • our expectation to not declare or pay dividends; • reliance on information technology systems and cybersecurity risks; • the time and resources necessary to comply with corporate governance practices and securities rules and regulations in the United States and Canada; • our management’s ability to maintain effective internal controls; • our remediation plan and ability to remediate the material weaknesses in our internal controls over financial reporting; • potential lack of access to enforcement of civil liabilities against the Company, its directors or its officers; • our ability to protect our proprietary data, technology and intellectual property; • changes in climate conditions; and • other risks described in this Annual Report, as more particularly described herein.
If we are not able to effectively manage these disruptions and delays in the future, they could have a material adverse effect on our business, financial condition and results of operations. No assurance can be given that estimates of commodity prices used in preliminary economic assessment will actually be realized.
If we are not able to effectively manage these disruptions and delays in the future, they could have a material adverse effect on our business, financial condition and results of operations. 54 Table of Contents No assurance can be given that estimates of commodity prices used in preliminary economic assessments will actually be realized.
The recent change in the U.S. Presidential Administration and changes in Congress could result in significant policy changes or regulatory uncertainty in our industry.
Changes in the U.S. presidential administration and changes in Congress could result in significant policy changes or regulatory uncertainty in our industry.
Since insurance against environmental risks (including liability for pollution) or other hazards resulting from exploration and development activities is prohibitively expensive, enCore’s insurance coverage is limited. The payment of any such liabilities would reduce the funds available to enCore.
Because insurance against environmental risks (including liability for pollution) or other hazards resulting from exploration and development activities can be prohibitively expensive, enCore’s insurance coverage is limited. The payment of any such liabilities would reduce the funds available to enCore.
Changes in tax laws may affect us and our shareholders. There can be no assurance that our Canadian and U.S. federal income tax treatment or an investment in us will not be modified, prospectively or retroactively, by legislative, judicial or administrative action, in a manner adverse to us or our shareholders.
There can be no assurance that our Canadian and U.S. federal income tax treatment or an investment in us will not be modified, prospectively or retroactively, by legislative, judicial or administrative action, in a manner adverse to us or our shareholders.
Accordingly, we are subject to Canadian taxation on our worldwide income, in accordance with the rules set forth in the Income Tax Act (Canada) (the “Tax Act”) generally applicable to corporations residing in Canada. Dividends, if ever paid, on the common shares are subject to Canadian withholding tax.
Accordingly, we are subject to Canadian taxation on our worldwide income, in accordance with the rules set forth in the Income Tax Act (Canada) (the “Tax Act”) generally applicable to corporations residing in Canada. 62 Table of Contents Dividends, if ever paid, on the common shares are subject to Canadian withholding tax.
There is some doubt as to whether a judgment of a United States court based solely upon the civil liability provisions of United States federal or state securities laws would be enforceable in Canada against the Company or its directors and officers.
There is some doubt as to whether a judgment of a U.S. court based solely upon the civil liability provisions of U.S. federal or state securities laws would be enforceable in Canada against the Company or its directors and officers.
As a result, the failure of enCore’s IT systems 85 Table of Contents or a component thereof could, depending on the nature of any such failure, adversely impact the Company’s reputation and results of operations.
As a result, the failure of enCore’s IT systems or a component thereof could, depending on the nature of any such failure, adversely impact the Company’s reputation and results of operations.
There is also doubt as to whether an original action could be brought in Canada against the Company or its directors and officers to enforce liabilities based solely upon United States federal or state securities laws.
There is also doubt as to whether an original action could be brought in Canada against the Company or its directors and officers to enforce liabilities based solely upon U.S. federal or state securities laws.
The mining industry has been impacted by increased worldwide demand for critical resources such as input commodities, drilling equipment, tires and skilled labor, and these shortages have caused unanticipated cost increases and delays in delivery times, thereby impacting operating costs, capital expenditures and production schedules.
The energy industry has been impacted by increased worldwide demand for critical resources such as input commodities, drilling equipment, and skilled labor, and these shortages have caused unanticipated cost increases and delays in delivery times, thereby impacting operating costs, capital expenditures and extraction schedules.
Further, if cash flows from operations are negative, there is no assurance that the Company will be able to raise additional funds, if needed, or that if any such additional funds are raised, that the Company will be able to raise such funds on commercially attractive terms.
Further, if cash flows from operations are negative, there is no assurance that the Company will be able to raise additional funds, if needed, or that if any such additional funds are 48 Table of Contents raised, that the Company will be able to raise such funds on commercially attractive terms.
While studies completed to date indicate that ground conditions and the mineral resources estimated to be contained on the Company’s Rosita, Dewey-Burdock, Gas Hills, Mesteña Grande and Alta Mesa ISR uranium projects, and the projects are amenable to extraction by way of ISR, actual conditions could be materially different from those estimated based on the Company’s technical studies completed to-date.
We have completed technical studies with respect to the ground conditions and the mineral resources estimated to be contained on the Company’s Rosita, Dewey-Burdock, Gas Hills, Mesteña Grande and Alta Mesa ISR uranium projects, and such studies indicate that the projects are amenable to extraction by way of ISR; however, actual conditions could be materially different from those estimated based on the Company’s technical studies completed to-date.
Third parties may object to the issuance of RMLs and/or permits required by the Company, which may significantly delay the Company’s ability to obtain an RML and/or permit. Also, insufficient or insufficiently trained staffing at regulatory agencies may delay the issuance of required permits and licenses.
Third parties may object to the issuance of RMLs and/or permits required by the Company, which may significantly delay the Company’s ability to obtain an RML and/or permit. Also, insufficient or insufficiently trained staff at regulatory agencies or government shutdowns may delay the issuance of required permits.
The enforcement by investors of civil liabilities under the United States Federal or State securities laws may be affected adversely by the fact that the Company is governed by the BCBCA.
The enforcement by investors of civil liabilities under the U.S. federal or state securities laws may be affected adversely by the fact that the Company is governed by the BCBCA.
We cannot assure you that our initiatives will be completed as anticipated or that the benefits we expect will be achieved on a timely basis or at all. It may take longer than expected to achieve the anticipated benefits and growth and there is no guarantee that the Alta Mesa Project will reach near-term production.
We cannot assure you that our initiatives will be completed as anticipated or that the benefits we expect will be achieved on a timely basis or at all. It may take longer than expected to achieve the anticipated benefits and growth and there is no guarantee that the Alta Mesa Project will maintain extraction levels.
There can be no assurance that we will be able to achieve and maintain 69 Table of Contents positive cash flow from operations to fund our financing needs.
There can be no assurance that we will be able to achieve and maintain positive cash flow from operations to fund our financing needs.
Our business relies on the use of drilling rigs operated by independent contractors to conduct exploration activities, and as such, their operating expense includes fixed costs that may not decline in proportion to decreases in rig utilization and day rates.
Our business relies on the use of drilling rigs operated by independent contractors to conduct exploration activities, and as such, their operating expense includes fixed costs that may not decline in proportion to decreases in rig utilization and day rates. Independent contractors operate drilling rigs owned or leased by the Company to conduct exploration activities on our mineral properties.
In both cases, the withdrawal or the designation of a national monument withdraws the area from location and entry under the General Mining Law (defined below), subject to valid existing rights.
In both cases, the withdrawal or the 61 Table of Contents designation of a national monument withdraws the area from location and entry under the General Mining Law, subject to valid existing rights.
In addition to the statutory and regulatory processes, there are other intangible factors, such as limited agency staffing due to budgetary and staff turnover that can impact permit and license reviews and approvals. 75 Table of Contents The requirements for obtaining a RML for the Company’s mineral properties in the United States allows for public participation.
In addition to the statutory and regulatory processes, there are other intangible factors, such as limited agency staffing due to budgetary constraints and staff turnover and government shutdowns that can impact permit reviews and approvals. The requirements for obtaining a RML for the Company’s mineral properties in the United States allows for public participation.
These dividends may qualify for a reduced rate of Canadian withholding tax under any income tax treaty otherwise applicable to our shareholders, subject to examination of the relevant treaty. 83 Table of Contents Each of our shareholders should seek tax advice, based on such shareholder’s particular facts and circumstances, from an independent tax advisor.
These dividends may qualify for a reduced rate of Canadian withholding tax under any income tax treaty otherwise applicable to our shareholders, subject to examination of the relevant treaty. Each of our shareholders should seek tax advice, based on such shareholder’s particular facts and circumstances, from an independent tax advisor. Changes in tax laws may affect us and our shareholders.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

6 edited+6 added−3 removed5 unchanged
The reports address upgrades to hardware, software, and IT systems throughout the Company, and include the identification of IT and cybersecurity risks. Security scores, risk management, and mitigation measures are routinely presented. As discussed above, we maintain endpoint and other protection systems, and incident response processes, both internally and through third-party experts.
The reports address upgrades to hardware, software, and IT systems throughout the Company, and include the identification of IT and cybersecurity risks. Security scores, risk management, mitigation measures, third-party reviews and relevant technology and information security trends are routinely presented. As discussed above, we maintain endpoint and other protection systems, and incident response processes, both internally and through third-party experts.
However, the risk of cybersecurity threats could be significant if the cyber-attack disrupts the Company’s critical operations, service or financial systems.
However, the risk of cybersecurity threats could be significant if the cyber-attack disrupts the Company’s 69 Table of Contents critical operations, service or financial systems.
Among other things, the Audit Committee discusses with management the Company’s major policies with respect to risk assessment and risk management, including cyber security, as they relate to the integrity of the Company’s accounting and financial reporting processes and the Company’s compliance with legal and regulatory requirements.
Among other things, the Audit Committee discusses with management, including the Chief Executive Officer and General Counsel, the Company’s major policies with respect to risk assessment and risk management, including cyber security, as they relate to the integrity of the Company’s accounting and financial reporting processes and the Company’s compliance with legal and regulatory requirements.
As these systems, processes, training, and upgrades are implemented, updates are provided to the Board. Risks Risks [YTJ1] [KM2] from cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected, and we do not believe are reasonably likely to materially affect us, including our business strategy, results of operations or financial statements.
As these systems, processes, training, and upgrades are implemented, updates are provided to the Audit Committee and full Board. Risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected, and not reasonably likely to materially affect us, including our business strategy, results of operations or financial statements.
As any new threat to security may be identified, our personnel are notified, with instruction to increase awareness of the threat and how to react if such a threat or actual breach appears to be encountered. Periodic educational notices are also disseminated to all personnel.
As any new threat to security may be identified internally or by our third-party cybersecurity experts, our Chief Executive Officer and General Counsel are notified, with instruction to increase awareness of the threat and how to react if such a threat or actual breach appears to be encountered.
In addition to its other responsibilities, the Board as a whole oversees operational information technology risks, including cybersecurity, as they relate to the technical aspects of the Company’s operations. The full Board receives at least annual reports from management on information technology matters, including cybersecurity.
In addition to its other responsibilities, the Board as a whole oversees operational information technology risks, including cybersecurity, as they relate to the technical aspects of the Company’s operations. The Audit Committee and the full Board receive quarterly reports from the Chief Executive Officer and General Counsel, supported by relevant cross-functional leaders, on information technology matters.
Removed
These policies go through an internal review process on a periodic basis and are, if needed, updated and re-approved by the appropriate members of management. With our third-party consultants, the processes protect our information systems and allow us to resolve any issue which may arise in the most timely and aggressive fashion.
Added
Employees receive required annual cybersecurity training and additional training is provided on a regular basis. Periodic educational notices are also disseminated to all personnel. Additionally, as our systems are modified and upgraded, all personnel are notified, with instruction as appropriate.
Removed
Additionally, as our systems are modified and upgraded, all personnel are notified, with instruction as appropriate. Responsibility for the identification and assessment of risks and the recommendation of upgrades to our systems resides with our expert consultants who report to our Interim Chief Executive Officer.
Added
Together with our third-party consultants, these processes and policies are reviewed on a periodic basis [and no less frequently than annually] to identify potential cybersecurity threats and vulnerabilities.
Removed
However, the risk of cybersecurity threats could be significant if the cyber-attack disrupts the Company’s critical operations, service or financial systems. Risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected, and we do not believe are reasonably likely to materially affect us, including our business strategy, results of operations or financial statements.
Added
This assessment includes, among other things, evaluating the nature, sensitivity and location of information the Company collects, processes and stores and the resiliency of the underlying technologies, the validity and effectiveness of the Company’s security policies, controls and processes and the cybersecurity preparedness of the third-party vendors used by the Company.
Added
In addition, the third-party consultants conduct [annual penetration testing (internal and external)] as well as routine phishing testing to validate the effectiveness of technical controls and identify areas for improvement. Based on these assessments, if needed, these policies and policies are updated and re-approved by the appropriate members of management, including our Chief Executive Officer and General Counsel.
Added
Both our Chief Executive Officer and General Counsel rely on prior experience and expertise of their reports, including internal employees and third-party cybersecurity experts, if applicable, in determining cybersecurity threats.
Added
The Audit Committee receives prompt and timely information from our Chief Executive Officer and General Counsel regarding any cybersecurity incident that meets established reporting thresholds, as well as ongoing updates regarding any such incident until it has been addressed.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

0 edited+1 added−2 removed0 unchanged
Removed
Item 3. Legal Proceedings From time to time, we are party to legal proceedings that arise in the ordinary course of our business.
Added
Item 3. Legal Proceedings For a discussion of the legal proceedings of the Company, see Note 10 – Commitments and Contingencies to the consolidated financial statements below.. Item 4. Mine Safety Disclosures Our operations and other activities are not subject to regulation by the Federal Mine Safety and Health Administration under the Federal Mine Safety and Health Act of 1977.
Removed
Management is not aware of any legal proceedings of which the outcome is reasonably likely to have a material adverse effect on our results of operations or financial condition, nor are we aware of any such legal proceedings contemplated by government agencies.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

48 edited+13 added−21 removed101 unchanged
Holder in connection with the ownership of common shares, or on the sale, exchange or other taxable disposition of common shares, generally will be equal to the U.S. dollar value of such foreign currency based on the exchange rate applicable on the date of receipt or, if applicable, the date of settlement if the common shares is traded on an established securities market (regardless of whether such foreign currency is converted into U.S. dollars at that time).
Holder in connection with the ownership of common shares, or on the sale, exchange or other taxable disposition of common shares, generally will be equal to the U.S. dollar value of such foreign currency based on the exchange rate applicable on the date of receipt or, if applicable, the date of settlement if the common shares are traded on an established securities market (regardless of whether such foreign currency is converted into U.S. dollars at that time).
Any such gain or loss generally will be capital gain or loss, which will be long-term capital gain or loss if, at the time of the sale or other disposition, such common shares is held for more than one year. Preferential tax rates apply to long-term capital gains of a U.S. Holder that is an individual, estate, or trust.
Any such gain or loss generally will be capital gain or loss, which will be long-term capital gain or loss if, at the time of the sale or other disposition, such common shares are held for more than one year. Preferential tax rates apply to long-term capital gains of a U.S. Holder that is an individual, estate, or trust.
However, the specific U.S. federal income tax consequences to a U.S. Holder may vary based on the manner in which common shares is transferred. Certain additional adverse rules will apply with respect to a U.S. Holder if the Company is a PFIC, regardless of whether such U.S. Holder makes a QEF Election.
However, the specific U.S. federal income tax consequences to a U.S. Holder may vary based on the manner in which common shares are transferred. Certain additional adverse rules will apply with respect to a U.S. Holder if the Company is a PFIC, regardless of whether such U.S. Holder makes a QEF Election.
The amounts allocated to any other tax year would be subject to U.S. federal income tax at the highest tax applicable to ordinary income in each such year, and an interest charge would be imposed on the tax liability for each such year, calculated as if such tax liability had been due in each such year. A Non-Electing U.S.
The amounts allocated to any other tax year would be subject to U.S. federal income tax at the highest tax rate applicable to ordinary income in each such year, and an interest charge would be imposed on the tax liability for each such year, calculated as if such tax liability had been due in each such year. A Non-Electing U.S.
Generally, provided the common shares are listed on a “designated stock exchange” as defined in the Tax Act (which currently includes the TSXV and Nasdaq) at the time of disposition, the common shares will not constitute taxable 95 Table of Contents Canadian property of a Non-Resident Holder, unless at any time during the 60-month period immediately preceding the disposition the following two conditions are met concurrently: (a) the Non-Resident Holder, persons with which the Non-Resident Holder does not deal at arm’s length, partnerships whose members include, either directly or indirectly through one or more partnerships, the Non-Resident Holder and/or persons which do not deal at arm’s length with the Non-Resident Holder, or any combination of the foregoing, owned 25% or more of the issued shares of any class or series of shares of the capital stock of the Company, and (b) more than 50% of the fair market value of the common shares was derived directly or indirectly, from one or any combination of real or immovable property situated in Canada, “Canadian resource properties”, “timber resource properties” (each as defined in the Tax Act), and options in respect of or interests in, or for civil law rights in, any such property (whether or not such property exists).
Generally, provided the common shares are listed on a “designated stock exchange” as defined in the Tax Act (which currently includes the TSXV and Nasdaq) at the time of disposition, the common shares will not constitute taxable Canadian property of a Non-Resident Holder, unless at any time during the 60-month period immediately preceding the disposition the following two conditions are met concurrently: (a) the Non-Resident Holder, persons with which the Non-Resident Holder does not deal at arm’s length, partnerships whose members include, either directly or indirectly through one or more partnerships, the Non-Resident Holder and/or persons which do not deal at arm’s length with the Non-Resident Holder, or any combination of the foregoing, owned 25% or more of the issued shares of any class or series of shares of the capital stock of the Company, and (b) more than 50% of the fair market value of the common shares was derived directly or indirectly, from one or any combination of real or immovable property situated in Canada, “Canadian resource properties”, “timber resource properties” (each as defined in the Tax Act), and options in respect of or interests in, or for civil law rights in, any such property (whether or not such property exists).
The common shares generally will be “marketable stock” if it is regularly traded on (a) a national securities exchange that is registered with the SEC; (b) the national market system established pursuant to section 11A of the Securities and Exchange Act of 1934; or (c) a foreign securities exchange that is regulated or supervised by a governmental authority of the country in which the market is located, provided that (i) such foreign exchange has trading volume, listing, financial disclosure and other requirements and the laws of the country in which such foreign exchange is located, together with the rules of such foreign exchange, ensure that such requirements are actually enforced; and (ii) the rules of such foreign exchange ensure active trading of listed shares.
The common shares generally will be “marketable stock” if they are regularly traded on (a) a national securities exchange that is registered with the SEC; (b) the national market system established pursuant to section 11A of the Securities and Exchange Act of 1934; or (c) a foreign securities exchange that is regulated or supervised by a governmental authority of the country in which the market is located, provided that (i) such foreign exchange has trading volume, listing, financial disclosure and other requirements and the laws of the country in which such foreign exchange is located, together with the rules of such foreign exchange, ensure that such requirements are actually enforced; and (ii) the rules of such foreign exchange ensure active trading of listed shares.
Holder” means a beneficial owner of common shares that is for U.S. federal income tax purposes: • an individual who is a citizen or resident of the United States; • a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; • an estate the income of which is subject to U.S. federal income tax regardless of its source; or • a trust that (a) is subject to the primary supervision of a court within the United States and the control of one or more U.S. persons for all substantial decisions or (b) has a valid election in effect under applicable U.S.
Holder” means a beneficial owner of common shares that is for U.S. federal income tax purposes: • an individual who is a citizen or resident of the United States; • a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia; • an estate the income of which is subject to U.S. federal income tax regardless of its source; or 73 Table of Contents • a trust that (a) is subject to the primary supervision of a court within the United States and the control of one or more U.S. persons for all substantial decisions or (b) has a valid election in effect under applicable U.S.
Each holder should consult its own tax advisor regarding all U.S. federal, U.S. state and local, and non-U.S. tax consequences of the ownership and disposition of common shares. Scope of This Disclosure Authorities This summary is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), proposed, final and temporary U.S.
Each holder should consult its own tax advisor regarding all U.S. federal, U.S. state and local, and non-U.S. tax consequences of the ownership and disposition of common shares. Scope of This Disclosure Authorities This summary is based on the U.S. Internal Revenue Code of 1986, as amended (the “ Code ”), proposed, final and temporary U.S.
A Mark-to-Market Election applies to the tax year in which such Mark-to-Market Election is made and to each subsequent tax year, unless the common shares ceases to be “marketable stock” or the IRS consents to revocation of such election. U.S. Holders should consult their own tax advisors regarding the availability of, and procedure for making, a Mark-to-Market Election.
A Mark-to-Market Election applies to the tax year in which such Mark-to-Market Election is made and to each subsequent tax year, unless the common shares cease to be “marketable stock” or the IRS consents to revocation of such election. U.S. Holders should consult their own tax advisors regarding the availability of, and procedure for making, a Mark-to-Market Election.
A U.S. Holder that makes a Mark-to-Market Election will include in ordinary income, for each tax year in which the Company is a PFIC, an amount equal to the excess, if any, of (a) the fair market value of the common shares, as of the close of such tax year over (b) such U.S.
Holder that makes a Mark-to-Market Election will include in ordinary income, for each tax year in which the Company is a PFIC, an amount equal to the excess, if any, of (a) the fair market value of the common shares, as of the close of such tax year over (b) such U.S. Holder’s tax basis in such common shares.
Holder should consult its own tax advisor regarding whether the common shares constitutes marketable stock. A U.S. Holder that makes a Mark-to-Market Election with respect to its common shares generally will not be subject to the rules of Section 1291 of the Code discussed above. However, if a U.S.
Holder should consult its own tax advisor regarding whether the common shares constitute marketable stock. A U.S. Holder that makes a Mark-to-Market Election with respect to its common shares generally will not be subject to the rules of Section 1291 of the Code discussed above. However, if a U.S.
If such shares is traded on such a qualified exchange or other market, such shares generally will be “regularly traded” for any calendar year during which such shares is traded, other than in de minimis quantities, on at least 15 days during each calendar quarter. Each U.S.
If such shares are traded on such a qualified exchange or other market, such shares generally will be “regularly traded” for any calendar year during which such shares are traded, other than in de minimis quantities, on at least 15 days during each calendar quarter. Each U.S.
In addition, for purposes of the PFIC income test and asset test described above, “passive income” 98 Table of Contents does not include any interest, dividends, rents or royalties that are received or accrued by the Company from a “related person” (as defined in Section 954(d)(3) of the Code), to the extent such items are properly allocable to the income of such related person that is not passive income.
In addition, for purposes of the PFIC income test and asset test described above, “passive income” does not include any interest, dividends, rents or royalties that are received or accrued by the Company from a “related person” (as defined in Section 954(d)(3) of the Code), to the extent such items are properly allocable to the income of such related person that is not passive income.
The common shares were issued in reliance upon the exemptions from 93 Table of Contents registration afforded by Section 4(a)(2) and Rule 506(b) promulgated under the Securities Act, because (i) the issuances were not made by general solicitation or advertising and (ii) the issuances were made only to “accredited investors” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act).
The common shares were issued in reliance upon the exemptions from registration afforded by Section 4(a)(2) and Rule 506(b) promulgated under the Securities Act, because (i) the issuances were not made by general solicitation or advertising and (ii) the issuances were made only to “accredited investors” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act).
Hence, the Mark-to-Market Election will not be effective to eliminate the interest charge described above with respect to deemed dispositions of Subsidiary PFIC shares or distributions from a Subsidiary PFIC. Other PFIC Rules Under Section 1291(f) of the Code, the IRS has issued proposed Treasury Regulations that, subject to certain exceptions, would cause a U.S.
Hence, the Mark-to-Market Election will not be effective to eliminate the interest 77 Table of Contents charge described above with respect to deemed dispositions of Subsidiary PFIC shares or distributions from a Subsidiary PFIC. Other PFIC Rules Under Section 1291(f) of the Code, the IRS has issued proposed Treasury Regulations that, subject to certain exceptions, would cause a U.S.
For this purpose, “real property” has the meaning that term has under the laws of Canada and includes any option or similar right in respect thereof and in any case, includes usufruct of real property, rights to explore for or to exploit mineral deposits, sources and other natural resources and rights to amounts computed by reference to the amount or value of production from such resources.
For this purpose, “real property” has the meaning that term has under the laws of Canada and includes any option or similar right in respect thereof and in any case, includes usufruct of real property, rights to explore for or to exploit mineral deposits, sources and 72 Table of Contents other natural resources and rights to amounts computed by reference to the amount or value of production from such resources.
Holder does not make a Mark-to-Market Election beginning in the first tax year of such U.S. Holder’s holding period for common shares or such U.S. Holder has not made a 100 Table of Contents timely QEF Election, the rules of Section 1291 of the Code discussed above will apply to certain dispositions of, and distributions on, the common shares.
Holder does not make a Mark-to-Market Election beginning in the first tax year of such U.S. Holder’s holding period for common shares or such U.S. Holder has not made a timely QEF Election, the rules of Section 1291 of the Code discussed above will apply to certain dispositions of, and distributions on, the common shares. A U.S.
THE ABOVE SUMMARY IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX CONSIDERATIONS APPLICABLE TO U.S. HOLDERS WITH RESPECT TO THE ACQUISITION, OWNERSHIP AND DISPOSITION OF COMMON SHARES. U.S. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX CONSIDERATIONS APPLICABLE TO THEM IN LIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES. Item 6. [Reserved]
THE ABOVE SUMMARY IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX CONSIDERATIONS APPLICABLE TO U.S. HOLDERS WITH RESPECT TO THE ACQUISITION, OWNERSHIP AND DISPOSITION OF COMMON SHARES. U.S. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX CONSIDERATIONS APPLICABLE TO THEM IN LIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES.
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS FOR NON-RESIDENTS OF CANADA The following portion of this summary is generally applicable to a holder who acquires, as beneficial owner, our common shares, and who, for purposes of the Income Tax Act (Canada) and the regulations promulgated thereunder (the “Tax Act”) 94 Table of Contents and at all relevant times, is neither resident nor deemed to be resident in Canada and does not use or hold, and will not be deemed to use or hold, common shares in a business carried on in Canada (each, a “Non-Resident Holder”).
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS The following portion of this summary is generally applicable to a holder who acquires, as beneficial owner, our common shares, and who, for purposes of the Income Tax Act (Canada) and the regulations promulgated thereunder (the “Tax Act”) and at all relevant times, is neither resident nor deemed to be resident in Canada and does not use or hold, and will not be deemed to use or hold, common shares in a business carried on in Canada (each, a “Non-Resident Holder”).
Although a U.S. Holder may be eligible to make a Mark-to-Market Election with respect to common shares, no such election may be made with respect to the shares of any Subsidiary PFIC that a U.S. Holder is treated as owning because such shares are not marketable.
Although a U.S. Holder may be eligible to make a Mark-to-Market Election with respect to common shares, no such election may be made with respect to the shares of any Subsidiary PFIC that a U.S. Holder is treated as owning because such shares are not “marketable stock”.
Any further determination to pay cash dividends will be at the discretion of our Board of Directors and will be dependent on the financial condition, operating results, capital requirements, and other factors that our Board of Directors deems relevant.
Any further determination to pay cash dividends will be at the discretion of our Board of Directors and will be 70 Table of Contents dependent on the financial condition, operating results, capital requirements, and other factors that our Board of Directors deems relevant.
The rate of withholding tax is generally further reduced to 5% if the beneficial owner of such dividend is an American Holder that is a company that owns, directly or indirectly, at least 10% of the voting shares of the Company.
The rate of withholding tax is generally further reduced to 5% if the beneficial owner of such dividend is an American Holder that is a company that owns, at least 10% of the voting shares of the Company.
Unregistered Sales of Equity Securities The following represents securities sold by the Company in the three years ended December 31, 2024 which were not registered under the Securities Act. Included are new issuances, securities issued in exchange for property, services or other securities, securities issued upon conversion or vesting of other Company securities.
Unregistered Sales of Equity Securities The following represents securities sold by the Company in the two years ended December 31, 2025 and 2024 which were not registered under the Securities Act. Included are new issuances, securities issued in exchange for property, services or other securities, securities issued upon conversion or vesting of other Company securities.
Treasury Regulations, published rulings of the IRS, published administrative positions of the IRS, and U.S. 96 Table of Contents court decisions that are applicable and, in each case, as in effect and available, as of the date of this Annual Report.
Treasury Regulations, published rulings of the IRS, published administrative positions of the IRS, and U.S. court decisions that are applicable and, in each case, as in effect and available, as of the date of this Annual Report.
Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a credit against a U.S. Holder’s U.S. 102 Table of Contents federal income tax liability, if any, or will be refunded, if such U.S. Holder furnishes required information to the IRS in a timely manner.
Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a credit against a U.S. Holder’s U.S. federal income tax liability, if any, or will be refunded, if such U.S. Holder furnishes required information to the IRS in a timely manner.
Special considerations, which are not discussed in this summary, may apply to a Non-Resident Holder that is an insurer that carries on an insurance business in Canada and elsewhere or an authorized foreign bank (as defined in the Tax Act). Such Non-Resident Holders should consult their own advisors.
Special rules, which are not discussed in this summary, may apply to a Non-Resident Holder that is an insurer that carries on an insurance business in Canada and elsewhere or is an authorized foreign bank (as defined in the Tax Act). Such Non- Resident Holders should seek advice from their own tax advisors.
The Treasury Department has recently released guidance temporarily pausing the application of certain of the Foreign Tax Credit Regulations. Subject to the PFIC rules and the Foreign Tax Credit Regulations, each as discussed above, a U.S.
The Treasury Department has released guidance temporarily pausing the application of certain of the Foreign Tax Credit Regulations. 78 Table of Contents Subject to the PFIC rules and the Foreign Tax Credit Regulations, each as discussed above, a U.S.
Non-Resident Holders should consult their own tax advisors with respect to an investment in our com mon shares.
Non-Resident Holders should consult their own tax advisors with respect to an investment in our common shares.
Additional Considerations Receipt of Foreign Currency 101 Table of Contents The amount of any distribution paid in foreign currency to a U.S.
Additional Considerations Receipt of Foreign Currency The amount of any distribution paid in foreign currency to a U.S.
Holder’s tax basis in such common shares. A U.S. Holder that makes a Mark-to-Market Election will be allowed a deduction in an amount equal to the excess, if any, of (i) such U.S.
A U.S. Holder that makes a Mark-to-Market Election will be allowed a deduction in an amount equal to the excess, if any, of (i) such U.S.
Holder’s holding period for the common shares in which the Company was a PFIC. A U.S. Holder may make a timely QEF Election by filing the appropriate QEF Election documents at the time such U.S. Holder files a U.S. federal income tax return for such year.
Holder’s holding period for the common shares in which the Company was a PFIC. A U.S. Holder may make a timely QEF Election by filing the appropriate QEF Election documents at the time such U.S.
Holders, including individuals, generally will be eligible for the preferential tax rates applicable to long-term capital gains for dividends, provided certain holding period and other conditions are satisfied, including that the Company not be classified as a PFIC (as discussed below) in the tax year of distribution or in the preceding tax year.
Holders, including individuals, generally will be eligible for the preferential tax rates applicable to long-term capital gains for dividends, provided certain holding period and other conditions are satisfied, including that the Company not be classified as a PFIC (as discussed below) in the tax year of distribution or in the preceding tax year. 74 Table of Contents Dividends received on common shares by corporate U.S.
A QEF Election will apply to the tax year for which such QEF Election is made and to all subsequent tax years, unless such QEF Election is invalidated or terminated or the IRS consents to revocation of such QEF Election. If a U.S.
Holder files a U.S. federal income tax return for such year. 76 Table of Contents A QEF Election will apply to the tax year for which such QEF Election is made and to all subsequent tax years, unless such QEF Election is invalidated or terminated or the IRS consents to revocation of such QEF Election. If a U.S.
Based on an analysis of the Company’s activities and income and assets, the Company believes that it was a PFIC for its taxable year ended December 31, 2022, and 2023, and may continue to be classified as a PFIC for the taxable year ended December 31, 2024, the current taxable year and the foreseeable future.
Holder directly held the shares of such Subsidiary PFIC. Based on an analysis of the Company’s activities and income and assets, the Company believes that it was a PFIC for its taxable year ended December 31, 2025, and may continue to be classified as a PFIC for the current taxable year and the foreseeable future.
Holders should consult their own tax advisor regarding the availability of, and procedure for making, a QEF Election with respect to the Company and any Subsidiary PFIC. Mark-to-Market Election A U.S. Holder may make a Mark-to-Market Election only if the common shares is marketable shares.
Holders should consult their own tax advisor regarding the availability of, and procedure for making, a QEF Election with respect to the Company and any Subsidiary PFIC. Mark-to-Market Election A U.S. Holder may make a Mark-to-Market Election only if the common shares are “marketable stock” as defined in Section 1296(e).
Partners (or owners) of entities and arrangements that are classified as partnerships for U.S. federal, U.S. state and local, and non-tax purposes should consult their own tax advisors regarding the U.S. federal income tax consequences of the ownership and disposition of common shares. 97 Table of Contents U.S.
This summary does not address the tax consequences to any such partnership or partner (or owner). Partners (or owners) of entities and arrangements that are classified as partnerships for U.S. federal, U.S. state and local, and non-tax purposes should consult their own tax advisors regarding the U.S. federal income tax consequences of the ownership and disposition of common shares. U.S.
During the fiscal year ended December 31, 2024, the Company issued 8,781,985 common shares pursuant to the exercise of warrants for gross proceeds of $25,471. During the fiscal year ended December 31, 2023, the Company issued 6,034,478 common shares to warrant holders pursuant to the exercise of warrants for gross proceeds of $14,969,000.
During the fiscal year ended December 31, 2025, the Company issued 190,000 common shares pursuant to the exercise of warrants for gross proceeds of $654. During the fiscal year ended December 31, 2024, the Company issued 8,781,985 common shares pursuant to the exercise of warrants for gross proceeds of $25,471.
Holders should consult their own tax advisors regarding the PFIC status of the Company and any subsidiary of the Company. Default PFIC Rules under Section 1291 of the Code If the Company is a PFIC, the U.S. federal income tax consequences to a U.S. Holder of the acquisition, ownership and disposition of common shares will depend on whether such U.S.
Holders should consult their own tax advisors regarding the PFIC status of the Company and any subsidiary of the Company. 75 Table of Contents Default PFIC Rules under Section 1291 of the Code If the Company is a PFIC, the U.S. federal income tax consequences to a U.S.
Generally, “net capital gain” is the excess of (a) net long-term capital gain over (b) net short-term capital gain, and “ordinary earnings” are the excess of (a) “earnings and profits” over (b) net capital gain. A U.S.
Holder, and (b) the ordinary earnings of the Company, which will be taxed as ordinary income to such U.S. Holder. Generally, “net capital gain” is the excess of (a) net long-term capital gain over (b) net short-term capital gain, and “ordinary earnings” are the excess of (a) “earnings and profits” over (b) net capital gain. A U.S.
QEF Election In the event the Company is a PFIC and a U.S. Holder makes a QEF Election for the first tax year in which its holding period of its common shares begins, such U.S.
QEF Election In the event the Company is a PFIC and a U.S. Holder makes a QEF Election for the first tax year in which its holding period of its common shares begins, such U.S. Holder generally will not be subject to the rules of Section 1291 of the Code discussed above with respect to its common shares.
Holder’s pro rata share of (a) the net capital gain of the Company, which will be taxed as long-term capital gain to such U.S. Holder, and (b) the ordinary earnings of the Company, which will be taxed as ordinary income to such U.S. Holder.
However, a U.S. Holder that makes a QEF Election will be subject to U.S. federal income tax on such U.S. Holder’s pro rata share of (a) the net capital gain of the Company, which will be taxed as long-term capital gain to such U.S.
Dividends received on common shares by corporate U.S. Holders will not be eligible for the “dividends received deduction”. The dividend rules are complex, and each U.S. Holder should consult its own tax advisor regarding the application of such rules.
Holders will not be eligible for the “dividends received deduction”. The dividend rules are complex, and each U.S. Holder should consult its own tax advisor regarding the application of such rules. Sale, Exchange or Other Taxable Disposition of Common Shares Subject to the PFIC rules discussed below, upon the sale or other taxable disposition of common shares, a U.S.
As at December 31, 2024, the Company had 19,934,084 share purchase warrants to purchase Common Shares of the Company’s outstanding as follows: Number Issued Weighted Average Exercise Price (C$) Expiry Date 2,444 3.27 May 2025 19,931,640 3.81 February 2026 As at the date of this Annual Report, enCore has 19,844,084 warrants issued and outstanding.
As of December 31, 2025, the Company had 19,741,640 share purchase warrants to purchase common shares of the Company’s outstanding as follows: Number Issued Weighted Average Exercise Price (C$) Expiry Date 3,835,440 4.05 February 2026 15,906,200 3.75 February 2026 As of the date of this Annual Report, enCore had no warrants issued and outstanding.
Holder makes a qualified electing fund election (a “QEF Election”) or makes a mark-to-market election under Section 1296 of the Code (a “Mark-to-Market Election”) with respect to its common shares. A U.S. Holder that does not make either a QEF Election or a Mark-to-Market Election will be referred to in this summary as a “Non-Electing U.S. Holder”. A Non-Electing U.S.
Holder that does not make either a QEF Election or a Mark-to-Market Election will be referred to in this summary as a “Non-Electing U.S. Holder”. A Non-Electing U.S.
As at the date of this Annual Report on Form 10-K, there are 186,261,281 Common Shares issued and outstanding. Nil enCore Preferred Shares are issued and outstanding as at the date of this Annual Report on Form 10-K.The number of record holders is based on the records of Computershare Investor Services Inc., who serves as our transfer agent.
The number of record holders is based on the records of Computershare Investor Services Inc., who serves as our transfer agent.
Market Information The authorized capital of the Company consists of an unlimited number of Common Shares without par value and an unlimited number of Preferred Shares without par value (referred to herein as the “ enCore Preferred Shares ”). As at December 31, 2024, there were 186,114,948 Common Shares issued and outstanding and held by 198 record holders.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information The authorized capital of the Company consists of an unlimited number of common shares without par value and an unlimited number of Preferred Shares without par value (referred to herein as the “ enCore Preferred Shares ”).
The subscription receipts and common shares were issued to investors outside of the United States in reliance upon exemption from registration afforded by Regulation S promulgated under the Securities Act Issuer Repurchases of Equity Securities The Company did not purchase its own equity securities during the fiscal quarter ended December 31, 2024.
Issuer Repurchases of Equity Securities The Company did not purchase its own equity securities during the fiscal quarter ended December 31, 2025.
Holder generally will not be subject to the rules of Section 1291 of the Code 99 Table of Contents discussed above with respect to its common shares. However, a U.S. Holder that makes a QEF Election will be subject to U.S. federal income tax on such U.S.
Holder of the acquisition, ownership and disposition of common shares will depend on whether such U.S. Holder makes a qualified electing fund election (a “QEF Election”) or makes a mark-to-market election under Section 1296 of the Code (a “Mark-to-Market Election”) with respect to its common shares. A U.S.
Removed
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Performance Graph The performance graph below compares the cumulative total return of our common stock to (a) the cumulative total return of the Standard & Poor's 500 Stock Index ("S&P 500") and (b) a composite peer group (“Peer Group”) consisting of Boss Energy, Centrus Energy Group, Denison Mines Corp and Energy Fuels.
Added
As at December 31, 2025, there were 187,354,424 common shares issued and outstanding and held by 210 record holders. As at the date of this Annual Report on Form 10-K, there are 194,216,153 common shares issued and outstanding. The Company had no Preferred Shares issued and outstanding as at the date of this Annual Report on Form 10-K.
Removed
The graph assumes that the value of the investment in common stock and each index was $100 on January 20, 2023, which is the date the Company’s common shares were registered under the US Exchange Act. The performance graph assumes that all dividends were reinvested. The Peer Group is weighted on the basis of market capitalization.
Added
Our common shares are listed on the Nasdaq Capital Market LLC (“Nasdaq”) and the TSX Venture Exchange (“TSX-V”) under the trading symbol “EU”. As of the date of this Annual Report, enCore has 6,663,558 stock options issued and outstanding.
Removed
The Common Shares are subject to the following rights, privileges, restrictions and conditions: • the holders of the Common Shares are entitled to receive notice of, and attend at, and to vote in person or by proxy at general meetings of enCore shareholders and will be entitled to one vote for each such enCore Share held; • subject to the rights of the enCore Preferred Shares as determined by the directors and in accordance with enCore’s Articles, the directors may, in their discretion, at any time and from time to time declare and cause enCore to pay dividend on the Common Shares; and • subject to the rights, privileges, restrictions and conditions attaching to the enCore Preferred Shares, in the event of liquidation or dissolution of enCore or other distribution of assets of enCore among its shareholders for the purpose of winding up its affairs, whether voluntary or involuntary, the holders of the Common Shares will be entitled to share equally, share for share, in the distribution of the remaining property and assets of enCore.
Added
Special considerations, which are not discussed in this summary, may apply to a Non-Resident Holder that is an insurer that carries on an insurance business in Canada and elsewhere or an authorized foreign bank (as defined in the Tax Act).
Removed
The rights and restrictions attached to the Common Shares may be altered by resolutions of the enCore Board, subject to the Business Corporations Act (British Columbia). 92 Table of Contents As at the date of this Annual Report, enCore has 8,818,393 stock options issued and outstanding.
Added
Such Non-Resident Holders should consult their own advisors. 71 Table of Contents This summary is based upon the provisions of the Tax Act in force as of the date hereof, all specific proposals to amend the Tax Act that have been publicly and officially announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Proposed Amendments”) and management’s understanding of the current administrative policies and assessing practices of the Canada Revenue Agency (the “CRA”) published in writing by it prior to the date hereof.
Removed
On March 25, 2022, the Company completed a “bought deal” prospectus offering pursuant to which the Company sold an aggregate of 19,607,842 units of the Company at a price of C$1.53 per unit for aggregate gross proceeds of C$29,999,998.26. Each unit was comprised of one common share and one-half of one common share purchase warrant of the Company.
Added
Exchange Controls There are no governmental laws, decrees or regulations in Canada that restrict the export or import of capital, including foreign exchange controls, or that affect the remittance of dividends, interest or other payments to nonresident holders of the securities of Energy Fuels, other than Canadian withholding tax.
Removed
Each whole warrant entitles the holder thereof to purchase one common share at an exercise price of C$2.00 until March 25, 2024. The underwriters included Clarus Securities Inc., PI Financial Corp. and Red Cloud Securities Inc. The Company paid the underwriters a cash commission of C$1,612,499.93 and issued an aggregate of 1,053,922 compensation options of the Company.
Added
See “ Certain Canadian Federal Income Tax Considerations for Non-Residents of Canada ,” below.
Removed
Each compensation option is exercisable to acquire one common share at an exercise price of C$1.53 per share until March 25, 2024. The Company planned to use the net proceeds to maintain and advance the Company’s material properties, acquire properties, plant upgrades, maintenance and refurbishment, and for general corporate and working capital purposes.
Added
Certain Canadian Federal Income Tax Considerations for Non-Residents of Canada The following is, as of the date hereof, a summary of the principal Canadian federal income tax considerations generally applicable under the Income Tax Act (Canada) and the regulations promulgated thereunder (the “ Tax Act ”) to a holder who acquires, as beneficial owner, our common shares, and who, for purposes of the Tax Act and at all relevant times: (i) holds the common shares as capital property; (ii) deals at arm’s length with, and is not affiliated with, us; (iii) is not, has not 79 Table of Contents been, and will not be or deemed to be, resident in Canada; (iv) is not a “foreign affiliate” (as defined in the Tax Act) of a person resident in Canada; (v) has not entered into a “dividend rental arrangement”, a “derivative forward agreement” or a “synthetic disposition arrangement” (as such terms are defined in the Tax Act) in respect of our common shares; and (vi) does not use or hold and will not be deemed to use or hold, our common shares in a business carried on in Canada (a “Non-Resident Holder”).
Removed
The units were issued to investors outside of the United States in reliance upon exemption from registration afforded by Regulation S promulgated under the Securities Act.] In September 2022, the Company consolidated the common shares on the basis of one (1) post-consolidation common share for every three (3) pre-consolidation common shares.
Added
Generally, our common shares will be considered to be capital property to a Non-Resident Holder provided the Non-Resident Holder does not hold our common shares in the course of carrying on a business of trading or dealing in securities and has not acquired them in one or more transactions considered to be an adventure or concern in the nature of trade.
Removed
The exercise price and the number of common shares issuable under any of the outstanding warrants, stock options or other convertible securities issued prior to the consolidation was proportionately adjusted. The common shares were issued to investors outside of the United States in reliance upon exemption from registration afforded by Regulation S promulgated under the Securities Act.
Added
This summary assumes the Proposed Amendments will be enacted in the form proposed. However, no assurance can be given that the Proposed Amendments will be enacted in their current form, or at all.
Removed
From January 1, 2022 to July 7, 2023, the Company issued 1,354,716 common shares to employees pursuant to the exercise of options granted under the Company’s Stock Option Plan, as amended and restated November 30, 2021 (the “Stock Option Plan”) in reliance upon the exemption from registration afforded by Rule 701 of the Securities Act.] During the year ended December 31, 2023, the Company issued 10,615,650 units consisting of one common share and one-half share purchase warrant for gross proceeds of $20.2 million.
Added
This summary is not exhaustive of all possible Canadian federal income tax considerations and, except for the Proposed Amendments, does not take into account or anticipate any changes in the law or any changes in the CRA’s administrative policies or practices, whether by legislative, governmental, or judicial action or decision, nor does it take into account or anticipate any other federal or any provincial, territorial or foreign tax considerations, which may differ significantly from those discussed here.
Removed
Each whole warrant entitles the holder to purchase one additional share at a fixed price for a period of three years.
Added
Non-Resident Holders should consult their own tax advisors with respect to an investment in our common shares.
Removed
The units were issued to investors outside of the United States in reliance upon exemption from registration afforded by Regulation S promulgated under the Securities Act.] On December 6, 2022, the Company completed a “bought deal” brokered private placement of an aggregate of 23,000,000 subscription receipts of the Company at a price of C$3.00 per subscription receipt (the “Issue Price”) for aggregate gross proceeds to enCore of C$69 million (the “Subscription Receipt Offering”), including the full exercise of the Underwriters’ option.
Added
This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any prospective purchaser or holder of our common shares, and no representations with respect to the income tax consequences to any prospective purchaser or holder are made.
Removed
Concurrently, enCore completed a non-brokered private placement of 277,000 subscription receipts at the Issue Price for aggregate gross proceeds to enCore of C$831,000 (the “Concurrent Offering”, and collectively with the Offering, the “Private Placements”).
Added
Consequently, prospective purchasers or holders of our common shares should consult their own tax advisors with respect to their particular circumstances. Item 6. [Reserved]
Removed
The Subscription Receipt Offering was completed pursuant to an underwriting agreement entered into among enCore, Canaccord Genuity Corp., Haywood Securities Inc., Cantor Fitzgerald Canada Corporation, PI Financial Corp., Clarus Securities Inc., and Red Cloud Securities Inc.
Removed
In consideration for their services, the underwriters were paid a cash commission equal to 6% of the gross proceeds of the Subscription Receipt Offering subject to 50% of the cash commission payable in respect of the subscription receipts held in escrow pending the satisfaction of escrow release conditions.
Removed
Additionally, in consideration for their services, the underwriters were issued an aggregate of 1,350,000 non-transferable broker warrants (the “Broker Warrants”) of enCore, with each Broker Warrant being exercisable into one common share (each, a “Broker Warrant Share”) of enCore at a price of C$3.25 per Broker Warrant Share from the completion of the Subscription Receipt Offering until 27 months following the satisfaction of the escrow release conditions the Subscription Receipt Offering was subject to.
Removed
In connection with the Concurrent Offering, enCore paid an aggregate of $13,800 as finder’s fee commissions. During the year ended December 31, 2023, 23,277,000 subscription receipts issued in the Subscription Receipt Offering were converted into units for gross proceeds of $51.2 million. Each unit is comprised of one common share of enCore and one share purchase warrant.
Removed
Each warrant entitles the holder to purchase one additional share for a period of three years for a fixed price.
Removed
This summary does not address the tax consequences to any such partnership or partner (or owner).

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Item 6. [ Reserved ] Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 103 Item 7A Quantitative and Qualitative Disclosures about Market Risk 116 Item 8. Financial Statements and Supplementary Data 1 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 44 Item 9A. Controls and Procedures 44 Item 9B.
Item 6. [ Reserved ] Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 80 Item 7A Quantitative and Qualitative Disclosures about Market Risk 92 Item 8. Financial Statements and Supplementary Data F - 1 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 42
Removed
Other Information 46 Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 47 PART III Item 10. Directors, Executive Officers and Corporate Governance 48 Item 11. Executive Compensation 48 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 48

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

51 edited+75 added−93 removed10 unchanged
We expect to meet our long-term cash requirements through various sources of capital, which may include a revolving credit facility or line of credit and future debt or equity issuances, existing working capital, net cash provided by operations and property dispositions.
We expect to meet our long-term cash requirements through various sources of capital, which may include a revolving credit facility or line of credit and future debt or equity issuances, existing working capital, and net cash provided by operations and property dispositions.
In total, the Alta Mesa Uranium Project combined with the Mesteña Grande Uranium Project encompasses mineral leases on 200,000 acres of private land. In February 2024, the Company sold a 30% interest in the Alta Mesa and Mesteña Grande projects to Boss for $60 million.
In total, the Alta Mesa Uranium Project combined with the Mesteña Grande Uranium Project encompasses mineral leases on over 200,000 acres of private land. In February 2024, the Company sold a 30% interest in the Alta Mesa and Mesteña Grande projects to Boss for $60 million.
In June 2024, the Company announced the successful startup of uranium extraction operations at the Alta Mesa Alta Mesa Project. With the restart of the previously operating Alta Mesa Project, the Company is now the only uranium producer in the United States with multiple production facilities in operation as of December 31, 2024.
In June 2024, the Company announced the successful startup of uranium extraction operations at the Alta Mesa Project. With the restart of the previously operating Alta Mesa Project, the Company is now the only uranium producer in the United States with multiple production facilities in operation as of December 31, 2025.
The Executive Order titled, “Unleashing American Energy”, in addition to directing federal agencies to advance permitting for energy projects also called for uranium to be designated as a “critical mineral” by the U.S. Geological Survey.
The Executive Order titled, “Unleashing American Energy,” in addition to directing federal agencies to advance permitting for energy projects also called for uranium to be designated as a “critical mineral” by the U.S. Geological Survey.
In the fourth quarter of 2024, the Company announced it had commenced uranium extraction operations at Rosita from the Rosita Extension wellfield, PAA-5. Rosita is located approximately 60 miles from Corpus Christi, Texas and has an 800,000-pound U 3 O 8 per year production capacity.
In 2024, the Company announced it had commenced uranium extraction operations at Rosita from the Rosita Extension wellfield, PAA-5. Rosita is located approximately 60 miles from Corpus Christi, Texas and has an 800,000-pound U 3 O 8 per year production capacity.
We consider an accounting judgment, estimate or assumption to be critical when the estimate or assumption is complex in nature or requires a high degree of judgment and when the use of different judgments, estimates and assumptions could have a material impact on our consolidated financial statements.
We consider an accounting judgment, estimate or assumption to be critical when the estimate or assumption is complex in nature or requires a high degree of judgment and when the use of different judgments, estimates and assumptions could have a material impact on our consolidated financial statements. We evaluate our estimates and assumptions on a regular basis.
As of December 31, 2024, we have executed eleven uranium sales agreements to supply uranium to nuclear power plants in the United States and one legacy uranium sales agreement with a uranium trading company. enCore’s uranium sales agreement portfolio is a mix of market related pricing, hybrid base price and market related pricing, base escalated pricing, and fixed prices.
As of December 31, 2025, we have executed fourteen uranium sales agreements to supply uranium to nuclear power plants in the United States and one legacy uranium sales agreement with a uranium trading company. enCore’s uranium sales agreement portfolio is a mix of market related pricing, hybrid base price and market related pricing, base escalated pricing, and fixed prices.
The CPPs located at the Rosita and Kingsville Dome projects are designed for, and fully capable of, processing feed resin from relocatable satellite IX plants employed at various deposits within a 100-mile radius of each plant. The Rosita CPP was the starting point for enCore’s Texas extraction strategy.
The CPPs located at the Rosita and Alta Mesa projects are designed for, and fully capable of, processing feed resin from relocatable satellite IX plants employed at various deposits within a 100-mile radius of each plant. The Rosita CPP was the starting point for enCore’s Texas extraction strategy.
With increasing demand expectations, there is an expectation that a likewise increase in uranium production must occur in an environment beset by risks, including import bans, sanctions, and secondary sanctions imposed by various countries, transportation issues, trade restrictions in other goods and services beyond nuclear fuel, and fewer available ports, which have all combined to create widespread uncertainty in the market regarding the availability of both current and future supply.
With increasing demand expectations, an increase in uranium production must occur in an environment beset by risks, including import bans, sanctions, and secondary sanctions imposed by various countries, transportation issues, trade restrictions in other goods and services beyond nuclear fuel, and fewer available ports, all of which have combined to create widespread uncertainty in the market regarding the availability of both current and future supply.
As the Company has been increasing its’ operational pace to meet our targets for uranium extraction rates, we have successfully increased our drilling rig capacity to facilitate replacing mineral resource depletion and adding mineral resources in South Texas.
As the Company has been increasing its operational pace to meet our targets for uranium extraction rates, we have successfully increased our drill rig capacity to facilitate replacing mineral resource depletion and adding mineral resources in South Texas.
The facility has IX elution, precipitation, drying, and packaging capacity for 2.0 million pounds of U 3 O 8 per year. This capacity is designed to accept direct production feed to the IX columns in the plant and concurrently accept loaded resin from satellite locations.
The facility has elution, precipitation, drying, and packaging capacity for 2.0 million pounds of U 3 O 8 per year. This plant is designed to accept direct production feed to the IX columns in the plant and concurrently accept loaded resin from satellite locations, once the resin transfer system has been installed.
Of enCore’s twelve (12) current uranium sales agreements, two are market-related with no floors or ceilings, five are market related that typically retain exposure to spot pricing, while including minimum floor and maximum ceiling prices, some of which are adjusted upwards periodically for inflation.
Of enCore’s fourteen current uranium sales agreements, two are market-related with no floors or ceilings and eight are market related that typically retain exposure to spot pricing, while including minimum floor and maximum ceiling prices, some of which are adjusted upwards periodically for inflation.
Additionally, enCore has an experienced technical team with years of experience in ISR operations in Texas, Wyoming, and Nebraska supporting and managing our operations.
The Company has an experienced technical team with years of experience in ISR operations in Texas, Wyoming, and Nebraska supporting and managing our operations.
Currently, at Alta Mesa, the Radioactive Materials License and the Class III UIC Area Permit are in timely renewal and under technical review by the TCEQ, but those do not effect current expansion activities.
Currently, at Alta Mesa, the RML and the Class III UIC Area Permit are in timely renewal and under technical review by the TCEQ, but those do not affect current expansion activities.
Expanding the current reactor fleet to meet that level of electrical generating capacity remains a significant challenge to the nuclear industry. To meet those goals, the global industry must protect existing capacity, and there have been multiple public pronouncements from several countries, including the U.S. to protect existing nuclear generating capacity intact.
Expanding the current reactor fleet to meet the levels of electrical generating capacity remains a significant challenge to the nuclear industry. To meet those goals, the global industry must protect existing capacity, and there have been multiple public pronouncements from several countries, including the United States to protect existing nuclear generating capacity.
Notably, the advanced stage Dewey-Burdock Uranium Project in South Dakota has demonstrated ISR resources, including a 2024 S-K 1300 Technical Report Summary and N.I. 43-101 Technical Report and Preliminary Economic Assessment (“PEA”) citing robust economics. The project has its source material license from the NRC and its underground injection permits and aquifer exemption from the EPA.
The advanced stage Dewey-Burdock Uranium Project in South Dakota has demonstrated ISR resources, including a 2024 S-K 1300 Technical Report Summary and Canadian National Instrument 43-101 Technical Report and PEA citing robust economics. The project has its source material license from the NRC and its underground injection permits and aquifer exemption from the EPA.
We have been able to utilize that experience and “know how” to self-execute the refurbishment of the Rosita and Alta Mesa CPP, along with design, construct and install infrastructure for three wellfields and two satellite IX facilities over the period of three years.
We have been able to utilize our experience to self-execute the refurbishment of the Rosita and Alta Mesa CPPs, along with the design, construction and installation of infrastructure for three wellfields and two satellite IX facilities over a period of three years.
Also, the industry has seen a truly unprecedented trend in reactor recommissioning, In the U.S., where just a few years ago reactors were being shut down prematurely, nuclear plants such as Diablo Canyon, Palisades, Three Mile Island, and Duane Arnold are positioned to re-enter service.
In the United States, where just a few years ago reactors were being shut down prematurely, nuclear plants such as Diablo Canyon, Palisades, Three Mile Island, and Duane Arnold are positioned to re-enter service.
In the U.S., as a result of clean energy credits granted be several states and the production tax credit for nuclear power provided in the Inflation Reduction Act, several nuclear utilities have announced operating life extensions and capacity expansions within their existing operating fleet.
In the United States, as a result of clean energy credits granted by several states and the production tax credit for nuclear power provided in the Inflation Reduction Act of 2022, several nuclear utilities have announced operating life extensions and capacity expansions within their existing operating fleet. Also, the industry has seen an unprecedented trend in reactor recommissioning.
The Company remains committed to cost efficiency and production optimization, ensuring competitive uranium extraction and processing. The Company anticipates further cost efficiencies as additional wellfield patterns come online and economies of scale improve. Liquidity and Capital Resources Our short-term cash requirements are primarily driven by exploration and development activities aimed at advancing properties for uranium extraction.
The Company anticipates further cost efficiencies as additional wellfield patterns come online and economies of scale improve. 90 Table of Contents Liquidity and Capital Resources Our short-term cash requirements are primarily driven by exploration and development activities aimed at advancing properties for uranium extraction. We expect to meet our short-term cash requirements generally through existing working capital.
The NRC has confirmed that the Dewey-Burdock Source Material License is in timely renewal. The underground injection permits were appealed to the EPA’s Environmental Appeals Board (“EAB”) and the aquifer exemption was appealed to the 8th Circuit Court of Appeals.
In April 2024, the Company submitted its application to renew the ten year old Source Material License, SUA-1600. The NRC has confirmed that the Dewey-Burdock Source Material License is in timely renewal. The underground injection permits were appealed to the EPA’s EAB and the aquifer exemption was appealed to the 8th Circuit Court of Appeals.
The realized sale price per pound decrease is dictated by the market for uranium, which is a commodity. • Costs applicable to uranium sales were $65,541 for the year end ed December 31, 2024 related to the completed sale of 720,000 pounds of uranium at a weighted average cost of $91.0 per pound compared to uranium costs of $19,573 for the sale of 400,000 pounds at a weighted average cost of $48.9 per pound for the year ended December 31, 2023.
The realized sale price per pound decrease is dictated by the market for uranium, which is a commodity. 88 Table of Contents • Cost of Sales - Costs applicable to uranium sales were $33,463 for the years ended December 31, 2025, related to the completed sale of 655,000 pounds of uranium at a weighted average cost of $51.09 per pound compared to uranium costs of $65,541 for the sale of 720,000 pounds at a weighted average cost of $91.03 per pound for the years ended December 31, 2024.
The Executive Order titled, “Declaring a National Energy Emergency”, that directs federal agencies, under emergency authority, to advance permit and license approvals for the production of energy and energy resources.
The Executive Order titled, “Declaring a National Energy Emergency,” directs federal agencies, under emergency authority, to advance permit and license approvals for the production of energy and energy resources. In that Executive Order, uranium is defined as an “energy resource” and subject to the emergency declaration. The U.S.
South Texas Regulatory Proceedings Each of the Company’s production facilities maintain several permits and licenses in order to manage the current operations. For all of the Company’s operating locations, all permits and licenses remain current and in effect.
South Texas Regulatory Proceedings Each of the Company’s production facilities maintain several permits and licenses in order to manage the current operations. For the Company’s operating locations, permits and licenses remain current and in effect. In specific cases, some of those permits and licenses are in renewal, and for some expansion activities, new permits or amendments will be necessary.
At Upper Spring Creek, the TCEQ has issued the Class III UIC Area Permit, and the agency is completing the technical review of the License Amendment to the Rosita Radioactive Materials License that incorporates the Upper Spring Creek wellfield and satellite IX facility into the current license activities.
At Upper Spring Creek, the TCEQ has issued the Class III UIC Area Permit, and the agency has approved the expansion of the Rosita RML to incorporate the Upper Spring Creek wellfield and satellite IX facility into the current license activities. Construction of the satellite and wellfield at Upper Spring Creek has commenced.
Off Balance Sheet Arrangements As of December 31, 2024, the Company had no material off-balance sheet arrangements such as guarantee contracts, contingent interest in assets transferred to an entity, derivative instruments obligations or any obligations that trigger financing, liquidity, market or credit risk to the Company.
Year Volume (in pounds) 2026 900 2027 850 2028 1,000 2029 1,500 2030 1,200 Thereafter 2,500 Total 7,950 Off Balance Sheet Arrangements As of December 31, 2025, the Company had no material off-balance sheet arrangements such as guarantee contracts, contingent interest in assets transferred to an entity, derivative instruments obligations or any obligations that trigger financing, liquidity, market or credit risk to the Company.
This facility, similar in size and design to the Rosita facility, has a capacity of 800,000 pounds of U 3 O 8 per year.
The Kingsville Dome CPP is currently maintained in a standby condition and will require refurbishment prior to commencement of operations. This facility, similar in size and design to the Rosita CPP facility, has a capacity of 800,000 pounds of U 3 O 8 per year.
In February 2023, the Company acquired 100% of the Alta Mesa Uranium Project and the Mesteña Grande Uranium Project from Energy Fuels for $120 million. enCore’s fully licensed Alta Mesa CPP is located approximately 100 miles southeast of Corpus Christi, TX, and has a production capacity of 1.5 million pounds ofU 3 O 8 per year through its IX exchange system located at the plant.
The Company’s fully licensed Alta Mesa CPP is located approximately 100 miles southwest of Corpus Christi, Texas, and has a production capacity of 1.5 million pounds of U 3 O 8 per year through its IX system located at the plant.
The Company currently utilizes only the proven ISR technology to provide necessary fuel for the generation of clean, reliable, and carbon-free nuclear energy. enCore owns 3 of the 11 licensed and constructed Central ISR Uranium Processing Plants (CPPs) in the United States. All of its existing facilities are located in the State of Texas.
The Company currently utilizes only the proven ISR technology to provide necessary fuel for the generation of clean, reliable, and carbon-free nuclear energy. enCore owns 3 of the 10 licensed and constructed CPPs in the United States. The Company has several key mineral resource projects in other jurisdictions within the United States.
The success of our business strategy will depend, in part, on our ability to access these various capital sources. We believe that our available cash, expected operating cash flows, and potential debt or equity financings will provide sufficient funds for our operations, anticipated scheduled debt service payments and dividend requirements for the twelve-month period following December 31, 2024.
We believe that our available cash, expected operating cash flows, and future revolving credit facility or line of credit or equity or debt financings will provide sufficient funds for our operations and anticipated scheduled debt service payments for the next twelve-month period following December 31, 2025.
The initial ramp up will be a progressive process to advance and continually increase uranium extraction via direct feed to the Alta Mesa CPP. Exploration drilling and wellfield installation continued at Wellfield 7 at Alta Mesa to support expanding extraction rate capacity through a second IX circuit at the Alta Mesa CPP.
The initial ramp-up was a progressive process to advance and continue increased uranium extraction via direct feed to the Alta Mesa CPP. Exploration drilling and wellfield installation continues at PAA-7 and the second IX circuit at the Alta Mesa CPP was brought online in early 2025 and production continues through both IX circuits.
Below is a list of some of the recent government policy news that can influence the uranium market. • On January 20, 2025, President Trump issued two Executive Orders that specifically refenced nuclear power and uranium as key parts to expanding energy in the U.S.
On January 20, 2025, President Trump issued two Executive Orders that specifically referenced nuclear power and uranium as key parts to expanding energy production in the United States.
The Company started with six (6) active drilling rigs in South Texas at the beginning of 2024, and in the last half of the year, the number of active drilling rigs in South Texas increased to seventeen (17). Additionally, the Company had two active drilling rigs operating in Wyoming in the second half of the year.
The Company started with 6 active drill rigs in South Texas at the beginning of 2024, and by December 31, 2024, the number increased to 17. As of December 31, 2025, the Company had 30 active rigs in South Texas.
Cash Flows The following table reflects cash flows activities for the year ended December 31, 2024 and 2023: Year Ended December 31, 2024 2023 Increase (Decrease) Net cash used in operating activities $ (45,204) $ (22,987) $ (22,217) Net cash used in investing activities (29,990) (64,617) 34,627 Net cash provided by financing activities 107,417 45,901 61,516 Impact of currency rate changes in cash 56 (205) 261 Net decreases in cash and cash equivalents $ 32,279 $ (41,908) $ 74,187 Net Cash Used in Operating Activities Net cash used in operating activities increased by $22,217, to $45,204, for the year ended December 31, 2024, compared to the year ended December 31, 2023.
Cash Flows The following table reflects cash flow activities for the year ended December 31, 2025 and 2024: Year Ended December 31, 2025 2024 Increase (Decrease) Net cash used in operating activities $ (24,992) $ (45,204) $ (20,212) Net cash used in investing activities (46,224) (29,990) 16,234 Net cash provided by financing activities 84,740 107,417 (22,677) Impact of currency rate changes in cash (185) 56 (241) Net increase in cash, cash equivalents and restricted cash $ 13,339 $ 32,279 $ (18,940) Net Cash Used in Operating Activities Net cash used in operating activities decreased by $20,212, to cash used in operating activities of $24,992, for the year ended December 31, 2025, compared to cash used in operating activities of $45,204 for the year ended December 31, 2024.
During the year ended December 31, 2024, the Company continued its uranium extraction activities at its South Texas operations.
Total cost of extracted pounds and uranium costs per extracted pound, includes the allocation of cash and non-cash costs During the year ended December 31, 2025 , the Company continued its uranium extraction activities at its South Texas operations.
The realized sales prices per pound of uranium for the periods ended December 31, 2024 and 2023 were $81.0 and $55.4, respectively, and includes the contractual sales price less sales-related costs such as transfer fees.
The decrease is driven by less volumes sold and lower realized sales prices caused by ceiling prices embedded in contracts with customers. The realized sales prices per pound of uranium for the years ended December 31, 2025 and 2024 were $65.89 and $81.02, respectively, and included the contractual sales price less sales-related costs such as transfer fees.
Our long-term cash requirements are also primarily driven by exploration and development activities aimed at advancing properties for uranium extraction.
As of December 31, 2025, and December 31, 2024, the Company had cash and cash equivalents of $52,403 and $39,701, respectively, and working capital of $96,134 and $57,334, respectively . Our long-term cash requirements are also primarily driven by exploration and development activities aimed at advancing properties for uranium extraction.
While our significant accounting policies are described in more detail in Note 2 of our consolidated financial statements, we believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our financial statements.
Actual results may differ from these estimates and assumptions used in preparation of our financial statements. Our significant accounting policies are described in more detail in Note 2 – Summary of Significant Accounting Policies of our Consolidated Financial Statements.
Based on the successful outcome for the company of the appeal of the NRC license, the Company believes it will be successful in the appeals of the EPA’s underground injection permits and the aquifer exemption. 108 Table of Contents Wyoming Developments The Company has also commenced the initial permitting work to advance the Gas Hills Project as an ISR uranium recovery operation located in central Wyoming, approximately 60 miles west of Casper, Wyoming.
Wyoming Developments The Company has commenced the initial permitting work to advance the Gas Hills Project as an ISR uranium recovery operation located in central Wyoming, approximately 60 miles west of Casper. As part of the initial data collection for project permitting, the Company initiated core drilling during 2024.
The Radioactive Materials Licenses for Rosita and Alta Mesa are issued by the TCEQ under the NRC Agreement State program that assures that mature and consistent regulatory process is in place to assure more certainty regarding regulatory approvals. As previously disclosed, there are no permits or license amendments required to execute the Alta Mesa uranium extraction rate ramp up.
All of our South Texas facility ISR and underground injection operations are regulated by the TCEQ and the Radioactive Material Licenses (“RMLs”) for Rosita and Alta Mesa are issued by the TCEQ under the NRC Agreement State Program that assures that a mature and consistent regulatory process is in place to provide more certainty regarding regulatory approvals.
Year Ended December 31, Increase (Decrease) Percent Change 2024 2023 Volumes sold (lbs) 720,000 400,000 320,000 80% Realized sales price ($/lb) 81.0 55.4 25.6 46% Costs applicable to revenues ($/lb) 91.0 48.9 42.1 86% • Revenue from uranium sales for the year ended December 31, 2024 was $58,334 compared to revenue of $22,148 for the year ended December 31, 2023, an increase of $36,186 .
Year Ended December 31 Increase (Decrease) Percent Change 2025 2024 Volumes sold (lbs) 655,000 720,000 (65,000) (9)% Realized sales price ($/lb) 65.89 81.02 (15.13) (19)% Costs applicable to revenues ($/lb) 51.09 91.03 (39.94) (44)% • Revenue - Revenue from uranium sales for the years ended December 31, 2025, was $43,155 compared to revenue of $58,334 for the years ended December 31, 2024, a decrease of $15,179.
The Alta Mesa Project includes existing and near-term production areas, including the fully permitted and authorized production areas 6 and 7. The Mesteña Grande Uranium Project also has nine additional mineral resource areas described below in the “Our Item 1 and 2. Our Business and Properties, Mesteña Grande Project” section.
The Alta Mesa Project includes existing and near-term production areas, including fully permitted and authorized production areas 6 and 7. The Mesteña Grande Uranium Project has additional inferred mineral resource areas that will require significant additional exploration drilling and permitting prior to being able to be brought online.
As part of the initial data collection for project permitting, the Company initiated core drilling during the year ended December 31, 2024. Gas Hills Project is located in the historic Gas Hills Uranium Mining District, a brownfield area of extensive previous mining.
Our Gas Hills Project is located in the historic Gas Hills Uranium District in the brownfield area of extensive previous extraction. In 2024, we disclosed that the Company initiated exploration drilling on the Dewey Terrace Project area.
This increase primarily reflects the growth and increased activity levels the Company experienced in 2024 driven primarily by the extraction of uranium at Alta Mesa and Rosita which commenced in 2024. • The Company recognized a loss of $2,711 on the fair value of marketable securities for the year ended December 31, 2024 , compared to a gain of $5,918 for the year ended December 31, 2023.
This increase primarily reflects the growth and increased activity levels the Company experienced in 2025, which was driven primarily by the increased extraction of uranium at Alta Mesa and Rosita which commenced during the latter part of 2024, combined with increased professional fees related to the Convertible Senior Notes and increased staff costs. • Stock option expense - Stock option expense decreased for the years ended December 31, 2025 at $4,203 compared to $4,788 for the same period in 2024.
The Company's weighted average cost components include the cost of purchased uranium and uranium from extraction. • Operating expenses, excluding stock option expenses, for t he year ended December 31, 2024, were $60,188 as compared to $39,834 for the year ended December 31, 2023 .
Operating expenses, excluding stock option expenses, for the years ended December 31, 2025, were $71,254 as compared to $60,188 for the years ended December 31, 2024.
This was largely driven by the Company’s asset acquisition of Alta Mesa in 2023, offset by the Company’s purchase of marketable securities in 2024. Net Cash Provided by Financing Activities Net cash provided by financing activities increased by $61,516, to $107,417 for the twelve months ended December 31, 2024, compared to the fiscal year ended December 31,2023.
This was largely driven by the purchase of marketable securities and the acquisition of property and equipment during the year ended December 31, 2025, compared to the same period in 2024.
Units 2024 U 3 O 8 Costs Cost of Sales Cost of sales $ $65,541 Less the cost of sales of purchased pounds $ $58,433 Cash costs of extracted pounds 1 $ $6,304 Non-cash costs of extracted pounds 2 $ $804 Total cost of extracted lbs $ $7,108 U 3 O 8 Pounds Total pounds 755,181 Purchased lbs 580,000 Extracted lbs 175,181 Shipped to Boss lbs (35,181) Net enCore lbs 720,000 U 3 O 8 Cost per Pound Total pounds $ 86.79 Less purchased $ 100.75 Cash costs of extracted lbs $ 35.99 Non-cash costs of extracted lbs $ 4.59 Total extracted $ 40.57 1 The cash costs associated with extracted pounds related to cost of goods sold serve as a key metric for investors in evaluating the efficiency and cost-effectiveness of the Company's extraction operations. 2 The non-cash costs associated with extracted uranium cost of goods sold provide investors with insight into additional expenses that impact overall cost structure and financial performance.
Total Costs of U 3 O 8 Sold Year Ended December 31, 2025 Year Ended December 31, 2024 Pounds U 3 O 8 Cost ($000s) Cost/Pounds Pounds U 3 O 8 Cost ($000s) Cost/Pounds Total Cost of Pounds 655,000 $33,463 $51.09 720,000 $65,541 $91.03 Purchased (2024) inventory (1) 245,000 $16,644 $67.93 580,000 $58,433 $100.75 Extracted total cost 410,000 $16,819 $41.02 140,000 $7,108 $35.99 Extracted: Cash costs (2) $11,804 $28.79 $6,304 $31.40 Non-Cash costs (3) $5,015 $12.23 $804 $4.59 (1) Lower of actual cost or market price of the year ended December 31, 2025 (2) Cash costs of extracted pounds related to cost of goods sold are a metric for investors in evaluating the Company’s operations.
This increase primarily reflects the growth and increased activity levels the Company experienced in 2023. • Unrealized gains recognized on the fair value of marketable securities for year ended December 31, 2023, were $5,918 compared to a gain of $1,057 for the year ended December 31, 2022.
See Note 1 5 - Debt for more information. • Gain/(Loss) on marketable securities, unrealized - The Company recognized a loss of $5,681 on the fair value of marketable securities, unrealized for the years ended, December 31, 2025 compared to a loss of $2,711 for the years ended December 31, 2024.
Results of Operations: Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 The following table summarizes the results of operations for the years ended December 31, 2024 and 2023: Year ended December 31, Increase (Decrease) Percent Change (in thousands except per share data) 2024 $ 2023 $ Revenue 58,334 22,148 36,186 163% Cost of goods sold 65,541 19,573 45,968 235% Operating expenses, excluding stock option expense 60,188 39,834 20,354 51% Stock option expense 4,788 3,464 1,324 38% Interest income 2,476 393 2,083 530% Interest expense (1,735) (3,503) 1,768 (50)% Gain on sale of mineral interests - 11,837 (11,837) (100)% Gain (loss) on marketable securities, unrealized (2,711) 5,918 (8,629) (146)% Gain on marketable securities, realized 248 - 248 100% Other expense (17) - (17) 100% Net loss before income taxes (73,922) (26,078) (47,844) 183% Basic and diluted loss per share (0.34) (0.18) (0.16) 89% The following table sets forth selected operating data and financial metrics for uranium sales for the years ended December 31, 2024 and 2023.
Results of Operations: The following table summarizes the results of operations for the years ended December 31, 2025, and 2024: Years Ended December 31 Increase (Decrease) Percent Change (in thousands except per share data) 2025 $ 2024 $ Revenue 43,155 58,334 (15,179) (26)% Cost of sales 33,463 65,541 (32,078) (49)% Operating expenses, excluding stock option expense 71,254 60,188 11,066 18% Stock option expense 4,203 4,788 (585) (12)% Interest income 1,715 2,476 (761) (31)% Interest expense (3,392) (1,735) (1,657) 96% Loss on marketable securities, unrealized (5,681) (2,711) (2,970) 110% Gain on marketable securities, realized 9,613 248 9,365 3,776% Net loss before income taxes (63,511) (73,922) 10,411 (14)% Basic and diluted loss per share (1) $ (0.30) $ (0.34) 0.04 (12)% (1) For the years ended December 31, 2025 and 2024, outstanding stock options, warrants, unvested restricted stock units and the Convertible Senior Notes are excluded from the calculation of our diluted weighted average common shares outstanding as their effect would be anti-dilutive due to a net loss from continuing operations.
This is largely driven by increase in expenditures driven by the Company’s commencement of extraction activities for Alta Mesa and Rosita in 2024. Net Cash Used in Investing Activities Net cash used in investing activities decreased by $34,627, to $29,990, for the twelve months ended December 31, 2024, compared to the twelve months ended December 31, 2023.
Net Cash Used In Investing Activities Net cash used in investing activities increased by $16,234, to $46,224, for the year ended December 31, 2025, compared to $29,990 for the year ended December 31, 2024.
According to the World Nuclear Association (“WNA”), as of January 2025, there were 440 operable nuclear reactors world-wide, which required approximately 175.2 million pounds of U3O8 annually at full operation. Worldwide, there are currently 65 new reactors under construction with an additional 86 reactors on order or in the planning stage and 344 having been proposed.
Industry and Market Update The primary use of uranium is to fuel nuclear power plants for the generation of carbon and emission free electricity. According to the World Nuclear Association (“WNA”), as of September 2025, there were 440 operable nuclear reactors world-wide, which required approximately 180 to 225 million pounds of U 3 O 8 annually at full operation.
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Business Overview The following discussion is designed to provide information that we believe necessary for an understanding of our financial condition, changes in financial condition and results of our operations. The following discussion and analysis should be read in conjunction with the accompanying audited consolidated financial statements and related notes.
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Business Overview enCore Energy Corp., America’s Clean Energy Company™, was incorporated on October 30, 2009, under the Laws of British Columbia and is a reporting issuer in all of the provinces and territories of Canada.
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The financial statements have been prepared in accordance with US GAAP. The primary use of uranium is to fuel nuclear power plants for the generation of carbon and emission free electricity.
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As of January 1, 2025, the Company ceased to be a “foreign private issuer” and has become a “domestic issuer” and a non-accelerated filer within the meanings under the Exchange Act. As a result, the Company must comply with the filing deadlines and disclosure obligations of a domestic issuer and non-accelerated filer as set forth in the Exchange Act.
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According to the WNA in January 2025, the U.S. currently has 94 operating reactors, and other reactors on order, planned or proposed. According to the U.S.
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This classification impacts the timing of our periodic filings, internal control assessments, and other regulatory requirements. The Company’s common shares are listed on Nasdaq and the TSX-V under the trading symbol EU.
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Energy Information Administration (“EIA”), in 2023, the U.S. produced approximately 18.52% of its electricity from nuclear technology, while, according to the Nuclear Energy Institute (“NEI”), the U.S. achieved an average capacity factor of 92.7%, leading all other carbon-free sources by a wide margin.
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We are an Exploration Stage Issuer as defined by S-K 1300 as we have not established proven or probable mineral reserves, through the completion of a pre-feasibility or feasibility study for any of our uranium projects, as required by the SEC to be defined as a Development Stage Issuer.
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According to the EIA, U.S. utilities purchased approximately 51.63 million pounds of U3O8 in 2023 (the last year reported). However, in 2023, U.S. uranium production was only 0.05 million pounds, as reported by EIA. Uranium is not traded on an open market or organized commodity exchange, although the CME Group provides financially settled uranium futures contracts.
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Even though we commenced extraction of uranium at our Rosita Project and our Alta Mesa Project, the Company remains classified as an Exploration Stage Issuer and will continue to remain an Exploration Stage Issuer until such time as proven or probable mineral reserves have been established at one of our uranium projects. 80 Table of Contents The Company is focused on extracting domestic uranium within the United States.
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Typically, buyers and sellers negotiate transactions privately, either directly or through brokers and intermediaries. Spot uranium transactions typically involve deliveries that occur immediately and up to 12 months in the future. Term uranium transactions typically involve deliveries that occur more than 12 months in the future, with long-term transactions involving delivery terms of at least three years.
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The Company utilizes only proven ISR technology to provide necessary fuel for the generation of clean, reliable, and carbon-free nuclear energy.
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Uranium prices, both spot and term, are primarily published by two independent market consulting firms, TradeTech and UxC, LLC, on a weekly and monthly basis, along with daily price indicators.
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In 2023, the Company commenced uranium extraction at the Rosita CPPs and at the Alta Mesa CPP in South Texas. enCore’s strategy is to build uranium extraction capacity by developing and placing into operation a series of uranium extraction facilities in South Texas, followed by a future pipeline of exploration projects in South Dakota and Wyoming, becoming a leading supplier of domestic uranium to fuel a growing demand for clean energy generation using nuclear power.
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Other brokers, including Uranium Markets LLC, Evolution Markets Inc. and Numerco Ltd., also publish daily average uranium prices. 103 Table of Contents During the period ending December 31, 2024, the uranium market saw uranium prices exceed $100 per pound U 2 O 8 in the first quarter of the year.[1] By the end of the year, spot prices had moderated to $73.50 per pound U 3 O 8 .[2] The Company, as previously disclosed, continued to see continued nuclear utility and trading company interest in term contracting.
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Senate, on February 3, 2025, confirmed Chris Wright, former CEO of Denver-based Liberty Energy, to serve as Energy Secretary. The following day, Wright issued his first Secretarial Order, which directs the Department of Energy (“DOE”) to take immediate action to unleash energy produced in the U.S. in accordance with President Trump’s executive orders.
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Generally, spot and contracting volumes remain below levels observed in 2022 and 2023, and that is driven by continued geopolitical uncertainty, transportation challenges, trade restrictions, and uncertainty regarding new primary production supply. However, many of the same fundamentals that have led to the recent resurgence in support for nuclear power remain unchallenged.
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See updates below related to President Trump’s Executive Orders. Below is a list of some of the recent government policy, U.S. market and global market news that can influence the uranium market. U.S. Government Policy News • U.S.
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In 2025, the nuclear fuel market is poised to be influenced by three major macroeconomic forces: net-zero carbon emissions initiatives, emerging demand in the technology sector, and trade restrictions. Net-zero policies require reliable, efficient, and cost-effective electricity generation that contributes to meaningful reductions in carbon emissions.
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Senate Majority Leader John Thune (Republican - South Dakota) is reportedly prepared to schedule a vote on a previously postponed Russia sanctions measure. The legislation, the Sanctioning Russia Act of 2025 (S. 1241), was introduced in April by Senators Lindsey Graham (Republican-South Carolina) and Richard Blumenthal (Democrat - Connecticut) and currently has the support of 84 additional senators.
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These policies have led to a widespread recognition that nuclear power must play a role in meeting commitments to mitigate climate change through clean energy development.
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A companion measure in the House of Representatives has garnered backing from more than 100 members. • U.S. Senators Ted Cruz (Republican – Texas) and Martin Heinrich (Democrat – New Mexico) introduced the Advancing Research in Nuclear Fuel Recycling Act of in October 2025.
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These developments build on a long-run trend in energy policy reform that has evolved to acknowledge and support nuclear power’s critical role in achieving carbon reduction goals, and now the financial markets are following with material support for real demand that is emerging faster than current generating capacity can satisfy.
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The proposed legislation would direct the United States DOE to conduct a comprehensive study evaluating the costs, benefits, and risks associated with recycling the nation’s spent nuclear fuel, with particular emphasis on comparisons to interim storage alternatives. 81 Table of Contents • Westinghouse Electric Company, Cameco Corporation, and Brookfield Asset Management have announced that the U.S.
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While nuclear power has enjoyed renewed public support in recent years, as reported in several public sources, technology firms including Amazon, Microsoft, Meta, and Google recently announced plans to secure dedicated energy production output from nuclear power plants for their data centers. This includes agreements to build small modular reactors (SMRs) and advanced reactors in several regions.
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Government has entered into a strategic partnership to accelerate the deployment of nuclear power pursuant to Executive Orders issued by President Donald Trump on May 23, 2025. The initiative is expected to be supported by at least by an $80 billion investment for the construction of new nuclear reactors across the United States, utilizing Westinghouse reactor technology.
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Uprates and refurbishments have proven to be exceptionally economical for many reasons, including building on existing licenses and long-established operations. Moreover, several countries have announced plans to abandon plans to exit nuclear power, including Belgium, Japan, and South Korea. And other countries, such as Switzerland, appear to be reconsidering their exits.
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Under the terms of the partnership, the U.S. Government will be granted a participation interest that, upon vesting, would entitle it to receive 20 percent of certain cash distributions made by Westinghouse, in excess of $17.5 billion, following the granting of the participation interest. Vesting is contingent upon the U.S.
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There remains continued and growing support for the development of small modular reactors (“SMR”). The case for smaller reactors is largely built on cost savings as well as installation flexibility and scalability.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Movements in the price of these equity securities have been volatile in the past and may continue to be volatile in the future. Uranium Price Risk We are subject to market risk related to the market price of uranium . As of December 31, 2024, we had no uranium supply or off-take agreements in place.
Movements in the price of these equity securities have been volatile in the past and may continue to be volatile in the future. Uranium Price Risk We are subject to market risk related to the market price of uranium . As of December 31, 2025, we had no uranium supply or off-take agreements in place.
As a result, there is a risk that we may not be able to complete an equity financing at an acceptable price when required. In addition, we have investments in equity securities, which are common shares and warrants of publicly listed companies.
As a result, there is a risk that we may not be able to complete an equity financing at an acceptable price when required. 92 Table of Contents In addition, we have investments in equity securities, which are common shares and warrants of publicly listed companies.
We do not use derivative financial instruments for speculative trading purposes, nor do we hedge our foreign currency exposure to manage our foreign currency fluctuation risk. 116 Table of Contents
We do not use derivative financial instruments for speculative trading purposes, nor do we hedge our foreign currency exposure to manage our foreign currency fluctuation risk. 93 Table of Contents
Item 7A. Quantitative and Qualitative Disclosures About Market Risk Our exposure to market risks includ es, but is not limited to, equity price risk, uranium price risk and foreign currency risk. Equity Price Risk We are subject to market risk related to the market price of our common shares, which trade on Nasdaq and TSX-V.
Item 7A. Quantitative and Qualitative Disclosure About Market Risk Our exposure to market risks includes, but is not limited to, equity price risk, uranium price risk and foreign currency risk. Equity Price Risk We are subject to market risk related to the market price of our common shares, which trade on Nasdaq and TSX-V.
Historically, we have relied upon equity financings from the sale of our common shares to fund our operations. Movements in the price of our common shares have been volatile in the past and may continue to be volatile in the future.
Historically, we have relied upon equity financing from the sale of our common shares or securities convertible into our common shares to fund our operations. Movements in the price of our common shares have been volatile in the past and may continue to be volatile in the future.