Cautionary Notes Regarding Forward-Looking Statements
This MD&A contains statements that, to the extent that they are not historical fact, may constitute “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian and United States securities legislation, respectively. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “project”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes” or variations (including negative variations) of such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements may include, but are not limited to, statements with respect to:
| ● | the Company’s future financial and operational performance; |
| ● | the sufficiency of the Company’s current working capital, anticipated cash flow or its ability to raise necessary funds; |
| ● | the anticipated amount and timing of work programs; |
| ● | our expectations with respect to future exchange rates; |
| ● | the estimated cost of and availability of funding necessary for sustaining capital; |
| ● | forecast capital and non-operating spending; |
| ● | the Company’s plans and expectations for its property, exploration, development, and production; |
| ● | the use of available funds; |
| ● | expectations regarding the process for and receipt of regulatory approvals, permits and licenses under governmental and other applicable regulatory regimes, including U.S. government policies towards domestic uranium supply; |
| ● | expectations about future uranium market prices, production costs and global uranium supply and demand; |
| ● | expectations regarding holding physical uranium for long-term investment; |
| ● | the establishment of mineral resources on any of the Company’s current or future mineral properties (other than the Company’s properties that currently have established mineral resource estimates); |
| ● | future royalty and tax payments and rates; |
| ● | expectations regarding possible impacts of litigation and regulatory actions; and |
| ● | the completion of reclamation activities at former mine or extraction sites. |
enCore Energy Corp.
Management’s Discussion and Analysis
For the years ended December 31, 2023 and 2022
Such forward-looking statements reflect the Company’s current views with respect to future events, based on information currently available to the Company and are subject to and involve certain known and unknown risks, uncertainties, assumptions and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed in or implied by such forward-looking statements. The forward-looking statements in this MD&A are based on material assumptions, including the following:
| ● | our budget, including expected levels of exploration, evaluation, development, production and operational activities and costs, as well as assumptions regarding market conditions and other factors upon which we have based our income and expenditure expectations; |
| ● | assumptions regarding the timing and use of our cash resources; |
| ● | our ability to, and the means by which the Company can, raise additional capital to advance other exploration objectives; |
| ● | our operations and key suppliers, employees, contractors and subcontractors will be available to continue operations; |
| ● | our ability to obtain all necessary regulatory approvals, permits and licenses for our planned activities under governmental and other applicable regulatory regimes; |
| ● | our expectations for the demand and supply of uranium, the outlook for long-term contracting, changes in regulations, public perception of nuclear power, and the construction of new and ongoing operation of existing nuclear power plants; |
| ● | our expectations regarding spot and long-term prices and realized prices for uranium; |
| ● | our expectations that our holdings of physical uranium will be helpful in securing project financing and/or in securing long- term uranium supply agreements in the future; |
| ● | our expectations regarding tax rates, currency exchange rates, and interest rates; |
| ● | our decommissioning and reclamation obligations and the status and ongoing maintenance of agreements with third parties with respect thereto; |
| ● | our mineral resource estimates, and the assumptions upon which they are based; |
| ● | our, and our contractors’, ability to comply with current and future environmental, safety and other regulatory requirements and to obtain and maintain required regulatory approvals; and |
| ● | our operations are not significantly disrupted by political instability, nationalization, terrorism, sabotage, pandemics, social or political activism, breakdown, natural disasters, governmental actions, litigation or arbitration proceedings, equipment or infrastructure failure, labor shortages, transportation disruptions, or other development or exploration risks. |
The risks, uncertainties, assumptions and other factors that could cause actual results to differ materially from any future results expressed in or implied by the forward-looking statements in this MD&A include, but are not limited to, the following factors:
| ● | exploration and development risks; |
| ● | changes in commodity prices; |
| ● | access to skilled mining personnel; |
enCore Energy Corp.
Management’s Discussion and Analysis
For the years ended December 31, 2023 and 2022
| ● | results of exploration and development activities; |
| ● | availability of supplies, timeliness of government approvals and unanticipated environmental impacts on operations; |
| ● | risks posed by the economic and political environments in which the Company operates and intends to operate; |
| ● | the potential for losses arising from the expansion of operations into new markets; |
| ● | assumptions regarding market trends and expected demand and desires for the Company’s products and proposed products; |
| ● | reliance on industry manufacturers, suppliers and others; |
| ● | the failure to adequately protect intellectual property; |
| ● | the failure to adequately manage future growth; |
| ● | adverse market conditions; and |
| ● | the failure to satisfy ongoing regulatory requirements. |
In addition, the risks, assumptions, and other factors set out herein (including under Risk Factors and Uncertainties) and in the Company’s public filings, including its most recent Annual Information Form, could cause actual results to differ materially from any future results expressed in or implied by the forward-looking statements in this MD&A. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. These risks, uncertainties, assumptions and other factors should be considered carefully, and prospective investors and readers should not place undue reliance on the forward-looking statements.
Any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to update any forward-looking statement or information or statements to reflect information, events, results, circumstances or otherwise after the date on which such statement is made or to reflect the occurrence of unanticipated events, except as required by applicable laws. New factors emerge from time to time, and it is not possible for management to predict all of such factors and to assess in advance the impact of each such fact on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements or information.
All of the forward-looking statements contained in this MD&A are qualified by the foregoing cautionary statements.
CAUTIONARY NOTE TO U.S. INVESTORS CONCERNING ESTIMATES OF MEASURED, INDICATED AND INFERRED MINERAL RESOURCES: The Company reports mineral resources on its projects according to Canadian standards, which differ from the requirements of U.S. securities laws. As a result, the Company reports the mineral resources of the projects it has an interest in according to Canadian standards. Canadian reporting requirements for disclosure of mineral properties are governed by National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) – CIM Definition Standards on Mineral Resources and Mineral Reserves, (the “CIM Standards”). NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. The requirements of NI 43-101 and the CIM Standards differ from the requirements of the SEC that are applicable to domestic United States reporting companies under subpart 1300 of Regulation S-K (“S-K 1300”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As an issuer that prepares and files its reports with the SEC pursuant to the multi-jurisdictional disclosure system of the Exchange Act, the Company is not subject to the requirements of S-K 1300. Any mineral resources reported by the Company in accordance with NI 43-101 and CIM Standards may not qualify as such under or differ from those prepared in accordance with S-K 1300. Accordingly, information included in this MD&A concerning descriptions of mineralization and estimates of mineral resources under Canadian standards may not be comparable to similar information made public by United States companies subject to the reporting and disclosure requirements of S-K 1300.
enCore Energy Corp.
Management’s Discussion and Analysis
For the years ended December 31, 2023 and 2022
The technical content disclosed in this MD&A was reviewed and approved by John Seeley, the manager of geology and exploration of the Company and a Qualified Person as defined under National Instrument 43-101.
