enCore Energy Corp.

An investment in our Company involves a high degree of risks and potential loss. Investors should carefully consider the risk factors discussed below and all of the other information included in this report before you make any investment decision regarding our securities. We believe the risks and uncertainties as described below are the most significant we face at this current time, but additional risks and uncertainties not known to us or that we currently deem immaterial could also be or become significant. The occurrence of any risks could harm our business, financial condition, results of operations, prospects and reputation and could cause the trading price of our common stock to decline.

The Company could be impacted by the economic implications of tariffs.

The potential imposition of tariffs on uranium and other critical minerals could have complex economic effects. While tariffs may incentivize domestic production by making imported goods more expensive, they can also disrupt established supply chains and increase costs for industries reliant on these materials. For instance, the U.S. has updated tariffs on certain uranium products, which, although not directly used in nuclear energy production, could affect related industries and raise concerns about circumventing sanctions on Russian uranium imports, which could materially adversely affect our business, financial condition and results of operations.

We currently are subject to, and in the future may be subject to, litigation, disputes or regulatory inquiries for a variety of claims, which could adversely affect our results of operations, harm our reputation or otherwise negatively affect our business.

From time to time, we may be involved in litigation, disputes or regulatory inquiries that arise in the ordinary course of business. These may include claims, lawsuits and proceedings involving labor and employment, wage and hour, commercial, alleged securities law violations or other investor claims, and other matters. For example, we currently are involved in a federal securities class action litigation (as previously defined, the “Litigation”), as described further in Note 10 - Commitments and Contingencies. Although we intend to defend against the claims vigorously and carry directors’ and officers’ liability insurance coverage, it is possible that our insurance may not cover all potential claims to which we are exposed and/or may not be adequate to fully cover liability that may be imposed as a result of such claims. Any claims against us, whether meritorious or not, could be time consuming, result in costly litigation, require significant amounts of management time, adversely affect our reputation and/or result in the diversion of significant operational resources. Because litigation is inherently unpredictable, we cannot ensure that such actions, including the Litigation, will not have a material adverse effect on our revenue, business, brand, results of operations and financial condition.

During the three months ended March 31, 2025, 90,000 common shares were issued on the exercise of warrants, for gross proceeds of $236 and 181,333 common shares were issued on the exercise of stock options, for gross proceeds of $141. The common shares were issued pursuant to the exemption from the registration requirements of the Securities Act provided by Rule 903 of Regulation S promulgated under the Securities Act and Rule 4(a)(2) of the Securities Act because (i) the issuances were to investors outside the United States and/or (ii) in a transaction not involving any public offering.

None

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.