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enCore Energy Corp.

For the period ended Jun 11, 2025. Filed Apr 24, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 11, 2025 · Filed Apr 24, 2025

Use the contents to explore the available documents and sections.

EU$0.63-0.2%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

(Rule

14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant

☒

Filed by a Party other than the Registrant

☐

Check the appropriate box:

☐

Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule

14a-6(e)(2))

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Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material Pursuant to §

240.14a-12

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules

14a-6(i)(1)

and

0-11.

A Message to our

valued Shareholders

Dear Fellow Shareholders

On behalf of the Board of Directors, I am pleased to invite you to attend the annual general meeting of shareholders on June 11, 2025 beginning at 11:00 AM CT. The annual meeting of shareholders will be a virtual meeting, providing a convenient, cost-effective experience for all our shareholders and stakeholders to gain open access and participation.

Shareholders of record on April 17, 2025, or their proxy, may vote at the meeting.

As the largest United States uranium extraction company, through economic and environmentally responsible In-Situ Recovery (“ISR”) technology, we have many achievements. Our success begins and ends with our unique set of advantages: ISR technology, production-ready uranium assets, operational execution and our talented team of professionals. It is both a pleasure and a privilege to work with a talented group of professionals in a vital industry which has the potential to provide affordable, clean domestic energy.

Our commitments to our shareholder remain: ✓ Achieving high standards of performance and execution ✓ Making the necessary decisions to maximize uranium extraction and delivery of yellowcake (uranium) into our contracts; ✓ Meeting critical timelines for the development of our wellfields; ✓ Aligning the best people in the right roles at the right time; ✓ Being solely focused on the business of extracting uranium.

We have a great deal of work ahead of us, and our team is passionate and deeply committed to making enCore the best choice for investors who want exposure to abest-in-class, lower-risk, domestic source of uranium. Our aim to fuel the nuclear energy future as America’s Clean Energy Company™ remains undiminished. We trust our shareholders will allow the results of our efforts to speak for themselves.

Thank you for your confidence and trust placed in our team and for your continued investment in America’s Clean Energy Company.

William M. Sheriff

Executive Chairman

Notice of Annual General Meeting of Shareholders

To be held on June 11, 2025

The 2025 annual general meeting of shareholders (the “Meeting”) of enCore Energy Corp., a British Columbia corporation (the “Company”), will be held on June 11, 2025, beginning at 11:00 a.m. Central Time. The Meeting will be held exclusively through a virtual format. You will not be able to attend the annual meeting in person. The purpose of the Meeting is:

1. to receive and consider the audited annual financial statements of the Company for the fiscal year ended December 31, 2024, and the auditor’s reports thereon;

2. to elect eight directors for the ensuing year;

3. to approve, on an advisory basis, the compensation of our named executive officers;

4. to approve, on an advisory basis, the frequency of future advisory votes on the compensation of our named executive officers;

5. to appoint KPMG LLP as the Company’s independent registered public accounting firm for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditor; and

6. to transact such other business as may properly come before the Meeting or any postponement or adjournment thereof.

Accompanying this Notice of Meeting is a form of proxy (“Proxy”) or Voting Instruction Form (“VIF”), and a form whereby shareholders can request to be added to the Company’s supplemental mailing list. The proxy statement provides more detailed information relating to the matters to be addressed at the Meeting, and forms part of this Notice. We have also made available to you the Company’s 2024 annual report.

Notice and Access: As permitted by Canadian securities regulators and the Securities and Exchange Commission (“SEC”), the Company is using“notice-and-access” to deliver the proxy statement to registered andnon-registered shareholders. This means that the proxy statement is being posted online for you to access, rather than being mailed out. This Notice includes information on how to access the proxy statement online and how to request a paper copy.

The Company is not aware of any items of business to be brought before the Meeting other than those noted above and further described in the accompanying proxy statement.

Holders of record of the Company’s common shares as of the close of business on April 17, 2025 are entitled to notice of, and to vote at, the Meeting. Accordingly, on or about April 24, 2025, we will begin mailing a Notice of Internet Availability of Proxy Materials to all shareholders of record as of April 17, 2025. We will also post our proxy materials on the website referenced on your Notice of Internet Availability of Proxy Materials at www.proxydocs.com/EU. All shareholders may choose to access our proxy materials online or may request to receive a printed set ore-mail of our proxy materials at no charge as described on your Notice of Internet Availability of Proxy Materials. If you receive a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials in the mail unless you request a copy.

enCore Energy | 2025 Proxy Statement

If you are a registered shareholder, please complete, sign and date the form of proxy and return the same within the time and to the location set out in it to vote on the matters for consideration at the Meeting. Non-registered shareholders are requested to read the instructions included in the voting instruction form and the to complete the VIF in accordance with the instructions, and by the deadline, set out therein to vote on the matters for consideration at the Meeting.

Your vote is important. We recommend that you vote your shares in advance of the meeting. We believe it is in the best interests of our shareholders, directors and employers for shareholders to communicate their votes and opinions about the Company in advance of, instead of only at, the meeting. There will be no reception, presentation or refreshments. Accordingly, only registered shareholders and duly appointed proxyholders will be permitted access to the meeting.

This Notice of Meeting is accompanied by the proxy statement which describes who can vote, how to vote, and what the Meeting will cover.

Please vote by using the Proxy or VIF, as applicable, included with this Notice and the proxy statement and return it before 11:00 a.m. (Central Time) on June 9, 2025, in accordance with the instructions provided.

The Meeting materials will be available at www.proxydocs.com/EU and on the Company’s website on April 24, 2025, and will remain on the website for one full year. The Meeting materials will also be available on the System for Electronic Document Analysis and Retrieval (“SEDAR+”) at www.sedarplus.ca and on the Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”) of the SEC at www.sec.gov on April 24, 2025.

By Order of the Board of Directors,

Robert Willette

Acting Chief Executive Officer and Chief Legal Officer

Dallas, Texas

April 24, 2025

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 11, 2025. The Company’s Notice of Annual Meeting, Proxy Statement and 2024 Annual Report to Shareholders are available on the internet at www.proxydocs.com/EU.

enCore Energy | 2025 Proxy Statement

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