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enCore Energy Corp.

For the period ended Dec 31, 2025. Filed Mar 31, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 31, 2026

EU$0.63-9.3%Stored close · as of Nov 10, 2026

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Item 8. Financial Statements and Supplementary Data F

Index to Financial Statements

Financial StatementsPage
Report of Registered Public Accounting Firm (KPMG PCAOB ID: 185)F-2
Consolidated Balance Sheets as of December 31, 2025 and 2024F-4
Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024F-5
Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2025 and 2024F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024F-7
Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2025 and 2024F-10
Notes to Consolidated Financial StatementsF-12

To the Stockholders and Board of Directors

enCore Energy Corp:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of enCore Energy Corporation and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on thec ritical audit matter or on the accounts or disclosures to which it relates.

Asset Retirement Obligation Costs

As discussed in Note 9 to the consolidated financial statements, the Company recorded an asset retirement obligation (ARO) liability of $18.9 million as of December 31, 2025. Asset retirement obligations consist of estimated final well closure, plant and equipment decommissioning and removal, and environmental remediation costs to be incurred by the Company in the future. The asset retirement obligation is estimated based on the current costs adjusted for inflation and then discounted at a credit adjusted risk-free rate.

We identified the evaluation of the future costs for asset retirement obligations as a critical audit matter. Specialized skills and knowledge were required to evaluate the Company’s determination of asset retirement obligations and their related costs to satisfy the ARO.

The following are the primary procedures we performed to address this critical audit matter. We tested the determination of the planned asset retirement obligations used in the estimate by inquiring of management and inspecting cost calculations included in applications approved and permitted by regulatory agencies. We involved environmental professionals with specialized skills and knowledge, who assisted in evaluating the Company’s planned asset retirement obligations for certain sites, including comparing the Company’s planned asset retirement obligations to those communicated to regulatory authorities.

/s/ KPMG LLP

We have served as the Company’s auditor since 2024.

Houston, Texas

March 31, 2026

December 31,
(in thousands, except per share data)20252024
ASSETS
Current assets
Cash and cash equivalents$52,403$39,701
Accounts receivable4,944-
Prepaid expenses and other current assets3,5592,700
Marketable securities43,59124,046
Inventory, net5,31720,967
Total current assets109,81487,414
Mineral rights and properties, net265,834271,922
Property, plant and equipment, net41,16024,017
Intangible assets, net1,465471
Restricted cash8,3887,751
Marketable securities, non-current-837
Right of use assets - operating lease3,083310
Other long-term assets678-
Total assets$430,422$392,722
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities$12,434$7,464
Accounts payable - related parties1,0602,378
Note payable - related party-20,108
Operating lease liabilities, current186130
Total current liabilities13,68030,080
Deferred tax liabilities26,38426,980
Asset retirement obligations18,91516,918
Convertible senior notes109,986-
Operating lease liabilities, non-current3,077202
Total liabilities172,04274,180
Commitments and contingencies (Note 10)
Stockholders’ equity
Common stock 187,354,424 and 186,114,948 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively382,842380,325
Additional paid-in-capital56,73359,856
Accumulated deficit(207,704)(150,848)
Accumulated other comprehensive loss(2,626)(3,597)
Total stockholders' equity229,245285,736
Non-controlling interests29,13532,806
Total equity258,380318,542
Total liabilities and stockholders' equity$430,422$392,722
Years Ended December 31,
(in thousands, except share amounts)20252024
Revenue$43,155$58,334
Cost of sales33,46365,541
Gross profit (loss)9,692(7,207)
Operating costs:
Mineral property expenditures23,26129,763
General and administrative42,61327,056
Depreciation, amortization and accretion5,3813,369
Other operating costs4,2034,788
Total operating expenses75,45864,976
Operating loss(65,766)(72,183)
Gain on marketable securities, realized9,613248
Loss on marketable securities, unrealized(5,681)(2,711)
Interest income1,7152,476
Interest expense(3,392)(1,735)
Other expense-(17)
Total other income (expense)2,255(1,739)
Net loss before income taxes(63,511)(73,922)
Income tax benefit(488)(5,929)
Net loss(63,023)(67,993)
Less: Net loss attributable to non-controlling interests(6,167)(6,601)
Net loss attributable to enCore Energy Corp.$(56,856)$(61,392)
Net loss per share basic$(0.30)$(0.34)
Net loss per share diluted$(0.30)$(0.34)
Weighted average number of shares
Basic186,861,112181,982,829
Diluted186,861,112181,982,829

Consolidated Statements of Comprehensive Loss

Years Ended December 31,
(in thousands)20252024
Net loss$(63,023)$(67,993)
Other comprehensive gain (loss), (net of tax)
Foreign currency translation adjustment971(1,805)
Total other comprehensive gain (loss), (net of tax)971(1,805)
Comprehensive loss(62,052)(69,798)
Comprehensive loss attributable to non-controlling interests(6,167)(6,601)
Comprehensive loss attributable to enCore Energy Corp.$(55,885)$(63,197)

Consolidated Statements of Cash Flow

Years Ended December 31,
(in thousands)20252024
OPERATING ACTIVITIES
Net loss$(63,023)$(67,993)
Adjustments to reconcile net loss to net cash used in operating activities
Amortization, depreciation and accretion5,3813,262
Amortization of debt issuance costs329-
Depletion4,8911,334
Stock based compensation4,2034,788
Inventory impairment charge1556,054
Asset retirement obligation (gain)/loss(946)5,424
Exploration costs related to mineral properties11,5959,392
Unrealized loss on marketable securities5,6812,711
Deferred tax liability(596)(5,968)
Realized gain on marketable securities(9,613)(248)
Changes in operating assets and liabilities:
Accounts receivables(4,944)-
Prepaids and deposits8,466(10)
Inventories11,107(7,575)
Accounts payable and accrued liabilities4,4504,079
Asset retirement obligations(132)(399)
Due to related parties(1,996)(55)
Net cash used in operating activities$(24,992)$(45,204)
INVESTING ACTIVITIES
Purchase of property, plant, and equipment(19,997)(11,348)
Purchase of intangible assets(1,000)-
Exploration costs related to mineral properties(11,595)(9,392)
Purchase of marketable securities(34,396)(9,798)
Proceeds from sale of marketable securities20,764548
Net cash used in investing activities$(46,224)$(29,990)
FINANCING ACTIVITIES
Proceeds from issuance of convertible senior notes115,000-
Payments of debt issuance costs(5,343)-
Private placement proceeds-10,000
Common stock issuance costs-(50)
Proceeds from the At -the-Market ("ATM") sales-2,008
Proceeds from exercise of warrants51025,471
Proceeds from exercise of stock options1,0621,760
Proceeds from sale of minority interest-60,000
Contributions from non-controlling interest5,6258,228
Payments on note payable - related party(20,108)-
Payment of capped call premiums(12,006)-
Net cash provided by financing activities$84,740$107,417

Consolidated Statements of Cash Flow (continued)

Net increase in cash, cash equivalents and restricted cash13,52432,223
Foreign exchange difference on cash, cash equivalents and restricted cash(185)56
Cash, cash equivalents and restricted cash, beginning of year47,45215,173
Cash, cash equivalents and restricted cash, end of year$60,791$47,452

Consolidated Statements of Cash Flow (continued)

Years Ended December 31,
20252024
Supplemental disclosures:
Cash paid for interest$2,328$-
Non-cash activities:
Property, plant, and equipment additions included in accounts payable and accrued liabilities678-
Mineral property depletion costs capitalized into inventory during the period7,3322,568
Inventory distributions to non-controlling interest6,8291,905
Inventory received in exchange for note payable-20,108
Conversion of promissory note, including equity portion, to shares-23,117
Unpaid contributions from NCI-1,759
Non-cash mineral property additions1,244-

See accompanying notes to consolidated financial statements.

Consolidated Statements of Stockholders’ Equity

Common Stock · Equity Portion ofConvertiblePromissory Note · Additional Paid-in-Capital · Accumulated Deficit · Accumulated Other Comprehensive Loss · Noncontrolling Interests · Total Equity
(in thousands) · Shares · Amount
Balance at January 1, 2024165,133,798$308,198$3,813$41,203$(89,456)$(1,792)$-$261,966
Net loss----(61,392)-(6,601)(67,993)
Private placement2,564,10210,000-----10,000
Contributions from non-controlling interest---8,228--1,7599,987
Inventory transfers to non-controlling interest------(1,905)(1,905)
Share issuance costs-(50)-----(50)
Shares issued for exercise of warrants8,781,98533,373-(7,902)---25,471
Shares issued for exercise of stock options2,267,1553,679-(1,919)---1,760
Shares issued for ATM495,7652,008-----2,008
Share-based compensation---4,788---4,788
Conversion of convertible promissory notes to shares6,872,14323,117(3,813)----19,304
Non-controlling interest investment in JV Alta Mesa---15,458--39,55355,011
Cumulative translation adjustment-----(1,805)-(1,805)
Balance at December 31, 2024186,114,948$380,325$-$59,856$(150,848)$(3,597)$32,806$318,542
Balance at January 1, 2025186,114,948$380,325$-$59,856$(150,848)$(3,597)$32,806$318,542
Net loss----(56,856)-(6,167)(63,023)
Cash contributions from non-controlling interest---5,625--9,32514,950

Consolidated Statements of Stockholders’ Equity

Inventory transfers to non-controlling interest------(6,829)(6,829)
Shares issued for exercise of warrants190,000654-(144)---510
Shares issued for exercise of stock options1,049,4761,863-(801)---1,062
Share-based compensation---4,203---4,203
Capped calls---(12,006)---(12,006)
Cumulative translation adjustment-----971-971
Balance at December 31, 2025187,354,424$382,842$-$56,733$(207,704)$(2,626)$29,135$258,380
  1. Nature of Operations

enCore Energy Corp. was incorporated on October 30, 2009, under the laws of British Columbia, Canada. enCore Energy Corp., together with its subsidiaries (collectively referred to as the “Company” or “enCore”), is principally engaged in the acquisition, exploration, development and extraction of uranium resource properties in the United States. The Company’s corporate headquarters is located at 13355 Noel Rd, Suite 1700, Dallas, Texas 75240.

The Company is focused on the extraction of domestic uranium in the United States. The Company utilizes the proven In-Situ Recovery technology (“ISR”) to provide necessary fuel for the generation of clean, reliable, and carbon-free nuclear energy.

The Company is an “Exploration Stage Issuer” as defined by Regulation S-K subpart 1300 (“S-K 1300”) of the Securities Act of 1933, as amended (the “Securities Act”) as it has not established proven or probable mineral reserves, as required by the Securities and Exchange Commission (“SEC”) to be defined as a Development Stage Issuer.

  1. Summary of Significant Accounting Policies

Basis of Presentation

These consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the SEC applicable to year end financial information. As of January 1, 2025, the Company became a U.S. Domestic Issuer, as defined by the SEC. Upon becoming a U.S. Domestic Issuer, and including the report herein, the Company has prepared its consolidated financial statements in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”) for all periods presented.

These financial statements are presented in thousands of United States Dollars unless otherwise noted. There are certain disclosures where the Company discloses the amount in Canadian Dollars (“CAD,”) as this is the currency in which the instrument is denominated.

Principles of Consolidation

These financial statements incorporate the financial statements of the Company and its controlled subsidiaries. The Company consolidates entities that it controls due to ownership of a majority voting interest and consolidates variable interest entities (“VIEs”) when it is the primary beneficiary. All intercompany transactions and balances have been eliminated.

The Company has a 70% interest in the Alta Mesa Central Processing Plant (“CPP”) and Wellfield project (“Alta Mesa” or the “Alta Mesa Project”) with Boss Energy Limited (“Boss” or “Boss Energy”) owning the remaining 30%. The Company retained control after Boss acquired its interest in February 2024. Alta Mesa is considered a VIE, with the Company being considered the primary beneficiary. As a result, the Company consolidates the operations of Alta Mesa with an offsetting non-controlling interest being recorded. Refer to Note 8 – Sale of Minority Interest in Alta Mesa for more information related to the Boss transaction.

Non-controlling interests represent the portion of their equity which is not attributable, directly or indirectly, to the Company. These amounts are required to be reported as equity instead of as a liability on the consolidated balance sheets. Financial Accounting Standards Board (the “FASB”) Accounting Standard Codification (“ASC”) Topic 810, Consolidation requires net income or loss from non-controlling interests to be shown separately on the consolidated statements of operations.

Segments

Operating segments are defined as components of an entity for which discrete financial information is available and is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in making decisions regarding resource allocation and performance assessment. The Company’s CODM is the Chief Executive Officer. The Company hasone operating segment andone reportable segment. This reportable segment relates to uranium extraction, recovery and sales of uranium from mineral properties along with the exploration, permitting and evaluation of uranium properties in the United States. The CODM assesses financial performance and decides how to allocate resources based on performance of mineral properties and the sale of uranium.

Mineral Rights and Properties

We have established the existence of mineralized materials for certain uranium projects, including our Rosita Uranium Project (“Rosita” or “Rosita Project”) and Alta Mesa Project (collectively, the “ISR Projects”). We have not established proven or probable reserves, as defined by S-K 1300, through the completion of a “final” or “bankable” feasibility study for any of the uranium projects we operate, including our ISR Projects. As a result, and despite the fact that we commenced the extraction of mineralized materials at our ISR Projects, we remain an Exploration Stage Issuer, as defined by the SEC, and will continue to remain as an Exploration Stage Issuer until such time that proven or probable reserves have been established.

As an Exploration Stage Issuer, expenditures relating to the acquisition of mineral rights are initially capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until such time as we exit the Exploration Stage by establishing proven or probable reserves. Expenditures relating to exploration activities, such as drill programs to establish mineralized materials, are expensed as incurred. Expenditures relating to pre-extraction activities, such as the construction of mine wellfields, ion exchange (“IX”) facilities and disposal wells, are expensed as incurred until such time that proven or probable reserves are established for that project, after which expenditures relating to mine development activities for that particular project are capitalized as incurred. The Company presents construction and drilling costs within the exploration costs related to mineral properties in the investing cash flows section of the consolidated statements of cash flows. The remaining costs (e.g. maintenance and lease fees) are included in the operating cash flows section of the consolidated statements of cash flows.

When the Company starts to extract mineralized materials at our ISR Projects, the capitalized costs are depleted over estimated mineral resources using the units-of-production method. Depletion costs are capitalized to inventory then included in cost of sales as the inventory is sold on the consolidated statements of operations.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenues and expenses during the reported periods. Areas requiring significant judgments, estimates, and assumptions include the valuation of acquired mineral rights and properties, equity-method accounted investments, existence of impairment indicators for the Company’s long-lived assets, valuation and measurement of impairment losses on mineral rights and properties, valuation of asset retirement obligations, and valuation of stock options, share purchase warrants and share-based compensation. Other areas requiring estimates include depletion and amortization of mineral rights and properties and depreciation of property, plant and equipment. Actual results could differ significantly from those estimates and assumptions.

Foreign Currency

These financial statements are presented in U.S. Dollars, unless otherwise specified. The functional currency of enCore Energy Corp. is the Canadian Dollar. The functional currency of the Company’s subsidiaries is the U.S. Dollar based on the currency of the primary economic environment in which these subsidiaries operate.

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the period-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.

Exchange differences arising on the translation of monetary items or on settlement of monetary items are recognized in profit or loss in the period in which they arise. Exchange differences arising on the translation of non-monetary items are recognized in other comprehensive loss in the consolidated statements of comprehensive loss to the extent that gains and losses arising on those non-monetary items are also recognized in other comprehensive loss. When the non-monetary gain or loss is recognized in profit or loss, the exchange component is also recognized in profit or loss.

On consolidation, the Company’s financial statements are translated into the presentation currency, being the U.S. Dollar. Assets and liabilities are translated at the period-end exchange rate. Income and expenses are translated at the average exchange rate for the period in which they arise. Exchange differences are recognized in accumulated comprehensive loss as a separate component within total stockholders’ equity, net of any related income tax effects, on the consolidated balance sheets.

Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents consist of bank deposits and term deposits with an original maturity of three months or less. Restricted cash is excluded from cash and cash equivalents and is included in long-term assets. Restricted cash relates to collateralization of the Company’s performance obligations with an unrelated third party, also known as performance bonds. These funds are not available for the payment of general corporate obligations. The performance bonds are required for future restoration and reclamation obligations related to the Company’s operations. Refer to Note 9 – Asset Retirement Obligations and Restricted Cash.

Inventory, net

Inventory, net includes uranium concentrates and converted products including chemicals and are measured at the lower of cost and net realizable value. The cost of converted products and uranium concentrates is based on the first in first out method. Cost includes direct materials, direct labor and operational overhead expenses. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. Consumable supplies and spares are valued at the lower of cost or replacement value.

Marketable Securities

Marketable equity securities consist of investments in publicly traded equity securities. The Company classifies and accounts for its marketable equity securities as available-for-sale. Subsequent to initial recognition, marketable equity securities are measured at fair value and changes therein are recognized as a component of loss on marketable securities, unrealized, in the consolidated statements of operations.

Equity Method Investments

Investments in an entity in which our ownership is greater than 20% but less than 50%, a 50/50 joint venture which the Company does not control, or an entity where other facts and circumstances indicate that we have the ability to exercise significant influence over its operating and financing policies, are accounted for using the equity method in accordance with FASB ASC Topic 323, Investments – Equity Method and Joint Ventures.

The Company accounts for equity method investments over which the Company exerts significant influence, but not control, over the financial and operating policies through the fair value option of FASB ASC Topic 825, Financial Instruments. The fair value of the investee’s common shares is measured based on its closing market price. Subsequent to initial recognition, equity method investments are measured at fair value and changes therein are recognized as a component of loss on marketable securities, unrealized in the consolidated statements of operations.

Property, Plant and Equipment

Property, plant and equipment is measured at cost less accumulated depreciation. Useful lives are based on the Company’s estimate at the date of acquisition and are depreciated straight-line as follows for each class of assets:

CategoryRange
Uranium Plant15-25 years
Other Property Plant and Equipment3-5 years
Software2-3 years
Furniture3-5 years
Buildings10-40 years

Intangible Assets

Intangible assets consist of a data access agreement and data purchases, which are definite- and indefinite-lived assets, respectively. Definite-lived intangible assets are amortized over 14 years on a straight-line basis.

The Company reviews its definite-lived intangible assets for impairment when impairment indicators exist. When impairment indicators exist, the Company determines if the carrying value of its definite-lived intangible assets or asset groups exceeds the related undiscounted future cash flows. In cases where the carrying value exceeds the undiscounted future cash flows, the carrying value is written down to fair value. Fair value is determined using a discounted cash flow analysis.

The Company assesses its indefinite-lived intangible assets for impairment periodically to determine if any adverse conditions exist that would indicate impairment or when impairment indicators exist. The Company assesses its indefinite-lived intangible assets for impairment at least annually by comparing the fair value of the indefinite-lived intangible assets to their carrying value.

There were no indicators of impairment as of December 31, 2025 and 2024.

Impairment of Long-lived Assets

The Company reviews and evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Mineral rights and properties are monitored for impairment based on factors such as uranium prices, government regulations, our continued right to explore the area, exploration reports, assays, technical reports, drill results and continued plans to fund exploration and development programs on the property.

On each reporting date, the Company conducts a review of potential triggering events for all its mineral rights and properties. When events or changes in circumstances indicate that the related carrying amounts may not be recoverable, the Company carries out a review and evaluation of its long-lived assets in accordance with its accounting policy. Impairment losses are recognized as part of operating losses in the consolidated statements of operations.

Recoverability is measured by comparing the undiscounted future net cash flows to the net book value. When the net book value exceeds future net undiscounted cash flows, the fair value is compared to the net book value and an impairment loss may be measured and recorded based on the excess of the net book value over fair value. Fair value for mineral rights and properties prior to extraction is based on a combined approach of a discounted cash flow analysis and a market approach.

Future cash flows are estimated based on quantities of recoverable mineralized material, expected uranium prices (considering current and historical prices, trends and estimates), production levels, operating costs, capital requirements and reclamation costs, all based on the life-of-mine project plans. In estimating future cash flows, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of future cash flows from other asset groups. The Company's estimates of future cash flows are based on numerous assumptions, and it is possible that actual future cash flows will be significantly different than the estimates, as actual future quantities of recoverable minerals, uranium prices, production levels, costs and capital are each subject to significant risks and uncertainties.

There were no impairments for long-lived assets as of December 31, 2025 or 2024.

Operating Leases

The Company accounts for office leases under FASB ASC Topic 842, Leases, which requires leases to be recognized as assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than 12 months. The Company recognizes in the balance sheet a liability to make lease payments (the lease liability) and the right-of-use asset representing the right to the underlying asset for the lease term. For leases with a term of twelve months or less, the Company has made an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. The office leases all meet the definition of an operating lease.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recorded based on differences between the financial statement carrying values of existing assets and liabilities and their respective income tax bases (temporary differences), and losses carried forward. Deferred income tax assets and liabilities are measured using the enacted tax rates which will be in effect when the temporary differences are likely to reverse. The effect on deferred income tax assets and liabilities of a change in tax rates is included in operations in the period in which the change is enacted.

The Company records a valuation allowance to reduce deferred income tax assets to the amount that is believed more likely than not to be realized. When the Company concludes that all or part of the deferred income tax assets are not realizable in the future, the Company makes an adjustment to the valuation allowance that is charged to income tax benefit in the period such determination is made.

Asset Retirement Obligations

Various federal and state laws and regulations require our Company to reclaim the surface areas and restore groundwater quality to regulatory standards after the completion of extraction. We recognize the present value of the future restoration and remediation costs as an asset retirement obligation in the period in which we incur an obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development and/or normal use of the assets.

Asset retirement obligations (“ARO”) consist of estimated final well closure, plant and equipment decommissioning and removal and environmental remediation costs to be incurred by our Company in the future. The asset retirement obligation is estimated based on the current costs escalated at an inflation rate and discounted at a credit adjusted risk-free rate at inception. The asset retirement obligations are capitalized as part of the costs of the underlying assets and amortized over their remaining useful life. The asset retirement obligations are accreted to an undiscounted value until they are settled. The accretion expenses are charged to depreciation, amortization, and accretion on the consolidated statement of operations and the actual retirement costs are recorded against the asset retirement obligations when incurred.

Convertible Senior Notes

The Company accounts for its convertible senior notes in accordance with ASC 470, Debt. The convertible senior notes are accounted for as a single liability measured at amortized cost, as no features does not require bifurcation. Debt issuance costs are recorded as a direct deduction from the carrying amount of the notes and amortized to interest expense over the contractual term using the effective interest method. Interest expense includes both the contractual coupon and the amortization of debt issuance costs. The convertible senior notes are classified as long-term debt in the consolidated balance sheets unless amounts become due within twelve months.

In connection with the issuance of the convertible senior notes, the Company entered into capped call transactions, which are accounted for separately as equity instruments in the consolidated balance sheets.

Share-based Compensation

We measure share-based awards, typically options and restricted stock units, at fair value on the date of the grant and expense the awards over the requisite service period of employees, brokers or consultants. The fair value of these stock options is measured at the grant date using the Black-Scholes option pricing model. The fair value of restricted stock units is measured at the fair value of our common shares based on the market price at the date of the grant. The share-based awards are equity-classified.

Share-based compensation expense related to awards with only service conditions having a graded vesting schedule is recorded on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award were, in substance, multiple awards, while expense for all other awards are recognized on a straight-line basis.

The Company’s estimates may be impacted by certain variables including, but not limited to, stock price volatility, employee stock option exercise behaviors, additional stock option grants, the Company’s performance and related tax impacts.

Warrants

Warrants that are issued with shares issued have the proceeds allocated between the shares and the warrants based on their relative fair value. The fair value of the warrants is measured at the grant date using the Black-Scholes option pricing model. The fair value of the shares granted is based on the respective share’s publicly-traded market price.

Warrants issued to brokers are measured at their fair value on the vesting date. The fair value of stock options and warrants issued to brokers are estimated using the Black-Scholes option pricing model.

Financial Instruments

Financial assets and liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument. Financial assets and liabilities are recognized when the rights to receive or obligation to pay cash flows from the assets or liabilities have expired or been settled or have been transferred and the Company has transferred substantially all risks and rewards of ownership.

The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVTPL”), at fair value through other comprehensive loss (“FVTOCI”), or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by instrument basis) to designate them at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as debt) or the Company has opted to measure them at FVTPL. Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in profit or loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the consolidated statements of operations in the period in which they arise.

Revenue Recognition and Accounts Receivables

Our revenues are primarily derived from the sale of uranium concentrates under contracts with major U.S. utilities. Revenue is recognized when delivery is evidenced by book transfer at the applicable uranium storage facility. The sales contracts specify the quantity to be delivered, the price, payment terms and the year of the delivery. Under these contracts, each product delivered to the customer represents a separate performance obligation. The Company's contracts with its customers include minimum quantities to be delivered over terms greater than one year and may include fixed prices, market-based prices, and other variable pricing. In many contracts the variable consideration is allocated entirely to a wholly unsatisfied performance obligation, having met the criteria to do so. Other contracts may require certain variable consideration to be estimated and constrained as part of the transaction price.

Under the Company’s uranium contracts, it invoices customers after the performance obligations have been satisfied, at which point payment is unconditional. Accordingly, the Company’s uranium contracts generally do not give rise to contract assets or liabilities.

The Company applies the optional exemption not to disclose the remaining transaction price that is variable and allocated to wholly unsatisfied future quantities. The Company expects to recognize revenue related to fixed and unconstrained variable consideration of $117,895 through December 31, 2028, and $205,620 thereafter under the non-cancelable portion of these contracts.

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company evaluates its estimate of expected credit losses based on historical experience and current and forecasted future economic conditions for each portfolio of customers. As of December 31, 2025 and December 31, 2024, the Company did not have an allowance for expected credit losses for trade accounts receivable. As of December 31, 2025 the company had $4,944 of receivables from contracts with customers. The Company didnot have receivables from contracts with customers as of December 31, 2024.

Concentrations of Credit Risk and Major Customers

The Company’s revenues are concentrated among a limited number of customers. For the year ended December 31, 2025, three customers accounted for approximately 63%,25%, and 11% of total revenues. No other customer exceeded more than 10% of total revenues. For the year ended December 31, 2024, one customer accounted for approximately 77% of total revenues, and another customer accounted for approximately 23% of total revenues. No other customer exceeded more than 10% of the Company’s total revenue during the years ended December 31, 2025 and 2024.

As of December 31, 2025, one customer represented 100% of total trade accounts receivable. As of December 31, 2024, the Company did not have trade accounts receivable outstanding. The Company does not generally require collateral from its customers.

Geographic Concentrations

Substantially all of the Company’s revenues for the years ended December 31, 2025 and 2024 were derived from customers in the United States. As of December 31, 2025, substantially all trade accounts receivable were due from customers in the United States. The Company did not have significant revenues or receivables from customers outside the United States during the years ended December 31, 2025 and 2024

Loss per Share

Basic earnings or loss per share includes no potential dilution and is computed by dividing the earnings or loss attributable to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted earnings or loss per share reflects the potential dilution of securities that could share in the earnings or loss of our Company. Securities are excluded from the calculation of our diluted weighted average common shares outstanding if their effect would be anti-dilutive based on the treasury stock method or due to a net loss from continuing operations. Potential dilutive securities include stock options, restricted stock units, warrants and the Convertible Senior Notes (as defined below), which 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 for the years ended December 31, 2025 and 2024. The Capped Calls Transactions (as defined below) are excluded from the loss per share diluted calculation because under U.S. GAAP purchased puts and calls are ignored in both basic and diluted loss per share.

Non-controlling Interests

Non-controlling interests are measured at their proportionate share of the acquiree’s identifiable net assets at the acquisition date and are adjusted at each reporting date for the net income (loss) attributable to that non-controlling interest during that period. The difference between the cash received and the proportionate share of the acquiree’s identifiable net assets is attributed to additional paid-in-capital.

Recently Adopted and Issued Accounting Standards

Recently Adopted Accounting Standards

In March 2024, the FASB issued ASU 2023-09, Income Taxes (Topic 740)-Improvements to Income Tax Disclosures. The ASU requires additional quantitative and qualitative income tax disclosures to allow readers of the consolidated financial statements to assess how the Company’s operations, related tax risks and tax planning affect its tax rate and prospects for future cash flows. For public business entities, the ASU was effective for annual periods beginning after December 15, 2024. The Company adopted this effective January 1, 2025. Adoption impacted disclosures but were not material to the Company's consolidated financial statements.

Recently Issued Accounting Standards

In November 2024, the FASB issued ASU 2024‑03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220‑40): Disaggregation of Income Statement Expenses. This ASU requires public business entities to disclose, in the notes to the financial statements, disaggregated information about certain expense categories included within income statement captions, without changing the presentation of the income statement. The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and related disclosures.

In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025‑05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This ASU provides a practical expedient that permits entities to assume that current conditions as of the balance sheet date will remain unchanged for the remaining life of current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. The guidance is effective for annual reporting periods beginning after December 15, 2025, including interim reporting periods within those annual periods. The Company did not elect to use the practical expedient as of December 31, 2025.

  1. Inventory, Net

Costs of inventory consisted of the following:

December 31, 2025 · December 31, 2024
Purchased uranium inventories$-$16,614
Raw uranium3,5581,564
Uranium concentrates from extraction1,6472,718
Materials and supplies11271
Total$5,317$20,967

In order to measure inventory at the lower of cost and net realizable value for the years ended December 31, 2025 and 2024, the Company recognized impairment losses related to purchased uranium in the amount of $155 and $6,054, respectively. These losses are recorded in cost of goods sold in the Company’s consolidated statements of operations.

The Company recognized depletion in cost of sales of $4,891 and $1,334 for the years ended December 31, 2025 and 2024, respectively. Depletion relates to capitalized costs for mineral properties that were depleted to inventory using the units-of-production method and subsequently recognized in cost of sales upon the sale of related inventory.

  1. Investments in Equity and Marketable Securities

The Company records both marketable securities and equity method investments at fair value. The Company has classified these investments on the Company’s consolidated balance sheets as marketable securities.

The following table summarizes the changes in fair value of the Company’s investment in equity securities as of December 31, 2025 and December 31, 2024:

December 31, 2025December 31, 2024
Balance, beginning of year$24,883$19,933
Investment in publicly traded companies34,3969,798
Divestment of publicly traded companies(11,151)(548)
Fair value loss on marketable securities(5,681)(2,711)
Foreign exchange gain (loss) translation1,144(1,589)
Balance, end of year43,59124,883
Noncurrent marketable securities-(837)
Current marketable securities$43,591$24,046

During the year ended December 31, 2025, the company purchased an additional 32,863,144 shares and 1,214,853 warrants to purchase common stock of an investment and disposed of 6,969,770 shares and 3,681,372 warrants related to investments held as of December 31, 2024. As of December 31, 2025, the remaining shares and warrants are carried at a fair value of $43,591. These companies are publicly traded.

During the year ended December 31, 2024, the company purchased an additional 15,158,426 shares and 3,681,372 warrants to purchase common stock of an investment and disposed of 11,508,250 shares related to investments held as of December 31, 2023. As of December 31, 2024, the remaining shares and warrants are carried at a fair value of $24,046. These companies are publicly traded.

The realized gains on marketable securities sold during the years ended December 31, 2025 and 2024 was$9,613 and $248, respectively. The unrealized loss on marketable securities for the years ended December 31, 2025 and 2024 was $5,681 and $2,711, respectively.

  1. Intangible Assets, Net

Intangible assets consist of the following as of December 31, 2025 and December 31, 2024:

Gross Carrying AmountAccumulatedAmortizationNet Carrying Amount
Definite-lived: Data access agreement$263$132$131
Indefinite-lived: Data purchases1,334-1,334
$1,597$132$1,465
Definite-lived: Data access agreement$250$107$143
Indefinite-lived: Data purchases328-328
$578$107$471

Aggregate intangible asset amortization expense was $18 and $19 for the years ended December 31, 2025 and 2024, respectively, and was recorded in depreciation, amortization and accretion expense in the consolidated statements of operations.

Estimated future intangible asset amortization expense based upon the carrying value as of December 31, 2025 is as follows:

20262027202820292030ThereafterTotal
Amortization expense$18$18$18$18$18$41$131
  1. Property, Plant & Equipment, Net

Property, plant and equipment, net consists of the following:

December 31, 2025December 31, 2024
Uranium plants$12,196$8,292
Other property and equipment23,4209,966
Construction in progress13,35610,039
Total property, plant and equipment48,97228,297
Less: Accumulated depreciation(7,812)(4,280)
Total property, plant and equipment, net$41,160$24,017

Aggregate depreciation expense was $3,532 and $2,113 for the years ended December 31, 2025 and 2024, respectively. These amounts are included in depreciation, amortization and accretion in the consolidated statements of operations.

  1. Mineral Rights and Properties

As of December 31, 2025, we had mineral rights in the U.S. states of Texas, Wyoming, South Dakota, Colorado, Arizona and New Mexico. These mineral rights were acquired through asset acquisitions, lease or option agreements. As of December 31, 2025, annual maintenance payments of approximately $2,263 are required to maintain these mineral rights.

As of December 31, 2025 the activity of these mineral rights and properties was as follows:

Amount
Balance, December 31, 2023$274,490
Depletion capitalized into inventory(2,568)
Balance, December 31, 2024$271,922
Additions1,244
Depletion capitalized into inventory(7,332)
Balance, December 31, 2025$265,834

The Company recorded additions to mineral rights and properties totaling $1,244 and $0 for the years ended December 31, 2025 and 2024, respectively. The additions in 2025 are related to the new asset retirement obligation for Upper Spring Creek. The Company recognized depletion of $7,332 and $2,568 that was capitalized to inventory during the years ended December 31, 2025 and 2024, respectively, utilizing the units-of-production method. Of this amount $2,221 and $482 was included in distributions to non-controlling interest and $1,490 and $1,234 was capitalized into ending inventory as of December 31, 2025 and 2024, respectively.

Texas

Alta Mesa Project

The Alta Mesa Project is located in Brooks County, Texas.

In February 2024, the Company completed several transactions under a master transaction agreement (the “MT Agreement”) with Boss Energy. The completion of these transactions resulted in the Company holding a 70% interest in the project while also remaining as the project manager. Boss Energy holds a 30% interest in the project. Refer to Note 8 – Sale of Minority Interest in Alta Mesa for further details. As of December 31, 2025 and 2024, $108,632 and $118,438 was capitalized as Mineral rights and property on the Company’s consolidated balance sheets.

Wyoming

Gas Hills

The Company owns a 100% interest in the Gas Hills Exploration Project located in the historic Gas Hills Uranium District 45 miles east of Riverton, Wyoming. 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. For a more detailed discussion of the Gas Hills Project see the section titled “Material Properties,” below for this project..

Juniper Ridge

The Juniper Ridge Project is an Exploration Stage Property located in Wyoming. The Company owns a 100% interest in the Juniper Ridge Exploration Project located in Carbon Count and consists of approximately 640 surface acres and 3,240 net mineral acres of unpatented lode mining claims and a State of Wyoming mineral lease and is located within a brownfield site which has experienced extensive exploration, development, and mine production.

South Dakota

Dewey-Burdock

The Dewey-Burdock Project is an ISR uranium project located near Edgemont, South Dakota.

Notably, the advanced stage Dewey-Burdock Uranium Project (“Dewey-Burdock” or “Dewey-Burdock Project”) in South Dakota has demonstrated ISR resources, including a 2019 Preliminary Economic Assessment (“PEA”) citing robust economics. The Dewey-Burdock Project has its source material license from the U.S. Nuclear Regulatory Commission (“NRC”) and its underground injection permits and aquifer exemption from the US Environmental Protection Agency (“EPA”).

On September 2, 2025, the Company announced that the Dewey-Burdock Project had been approved for inclusion in the FAST-41 Program by the U.S. Federal Permitting Improvement Steering Council (“Permitting Council”). This is a component of the implementation of President Trump’s Executive Order on Immediate Measures to Increase American Mineral Production. The Dewey-Burdock Project received its Source and Byproduct Materials License in 2014, from the NRC, now under timely renewal, and will work with the NRC as the lead agency for federal permitting. The Company’s objective is to advance the Dewey-Burdock Project into development and operation utilizing the ISR uranium extraction process. Under the Executive Order, the Permitting Council identifies priority infrastructure and critical mineral projects to receive accelerated permitting review. The addition of the first South Dakota ISR project supports the domestic uranium production focus of the United States. This focus enables the development of essential clean energy, extracted through environmentally responsible ISR technology, to provide affordable, reliable domestic energy.

On September 16, 2025, the Company announced that the EPA Environmental Appeals Board (“EAB”) has denied in full a petition for review filed by the Oglala Sioux Tribe, Black Hills Clean Water Alliance, and NDN Collective against the EPA’s issuance of Class III and Class V Underground Injection Control (“UIC”) permits for the Company’s 100%-owned Dewey Burdock Project in South Dakota. The decision allows the Dewey-Burdock Project to advance through federal permitting with the intent to commence state permitting activities in 2025, accelerating the Project towards development ahead of schedule.

New Mexico

McKinley, Crownpoint and Hosta Butte

In April 2025, the Company executed a definitive sale and purchase agreement to sell certain mineral rights and properties that were classified as held for sale and owned by NM Energy Holding Canada Corp. (“NM Energy Canada,”) an enCore subsidiary (the “Verdera Transaction”) that holds the Crownpoint and Hosta Butte projects located in McKinley County, New Mexico to Verdera Energy Corp. (“Verdera”) pursuant to a share purchase agreement, dated March 17, 2025 (the “Share Purchase Agreement”). As a result of the Verdera Transaction, the Company contingently received 50,000,000 Preferred Shares of Verdera. The Preferred Shares provide voting rights related to approval of a “Going Public Transaction”, which is defined as a transaction that results in the common shares of Verdera being listed on a Canadian stock exchange and concurrent registration under the Exchange Act, which the Company has agreed to vote in favor of so long as the Going Public Transaction results in aggregate gross proceeds to Verdera of at least CAD $20 million. In the event that Verdera did not execute the Going Public Transaction by February 23, 2026, the Company would have the right to reacquire NM Energy Canada from Verdera in exchange for transferring all of the contingently received 50,000,000 Preferred Shares of Verdera back. As such, the recognition of the fair value related to the Preferred Shares had no impact to the financial statements as of December 31, 2025 and 2024 as the “Going Public Transaction” related contingencies were not resolved as of such dates. Subsequent to December 31, 2025, Verdera completed its listing on TSX-V and 15,000,000 Preferred Shares were converted into common shares of Verdera, See Note 19 - Subsequent Eventsfor further details

  1. Sale of Minority Interest in Alta Mesa

On February 26, 2024, pursuant to the terms of the MT Agreement, Boss Energy acquired a 30% equity interest in a new limited liability company (the “JV Alta Mesa”) that was formed to hold the Alta Mesa Project, in exchange for a payment of $60,000. The Company holds 70% equity in the JV Alta Mesa. Upon the closing of the transaction, the parties entered into an agreement which governs the JV Alta Mesa. Pursuant to the agreement, the Company acts as manager of the JV Alta Mesa and is entitled to a management fee.

Boss also acquired 2,564,102 common shares of the Company for total proceeds to the Company of $10,000. Finally, the parties also entered into a strategic collaboration agreement for the collaboration and research to develop the Company’s prompt fission neutron technology, to be financed equally by each party. The terms of the agreement and the disposal of a 30% interest in the JV Alta Mesa support that control was retained both before and after Boss acquired their interest, and that joint control is not present. As such, the Company will continue to consolidate the operations of the JV Alta Mesa with the non-controlling interest being recorded.

The table below is a summary of the accounting for recognition of the initial non-controlling interest on Boss acquiring 30% interest in the JV Alta Mesa. The difference between the percentage of the net assets attributable to Boss and the consideration received is included as part of additional paid-in capital.

Amount
Boss Initial Non-Controlling Interest
Cash received$60,000
Additional paid-in capital(20,447)
Non-controlling interest$39,553

The Company, upon initial recognition and formation of the joint venture and the sale of minority interest to Boss, recognized a decrease in additional paid-in capital and an increase in income tax benefit of $4,989 due to there being a difference between the selling price of the minority interest and the book basis of the non-controlling interest as of the formation date.

The table below is a summary of the accounting for the Non-Controlling Interest as of December 31, 2025 and 2024..

Amount
Initial non-controlling interest$39,553
Net loss for the period attributable to non-controlling interest(6,601)
Inventory transfers to non-controlling interest(1,905)
Contributions from non-controlling interest1,759
Balance at December 31, 2024$32,806
Balance at January 1, 2025$32,806
Net loss for the period attributable to non-controlling interest(6,167)
Inventory transfers to non-controlling interest(6,829)
Contributions from non-controlling interest9,325
Balance at December 31, 2025$29,135
  1. Asset Retirement Obligations and Restricted Cash

The asset retirement obligations continuity summary is as follows:

Amount
Balance, December 31, 2023$10,828
Accretion1,065
Settlement(399)
Change in estimates5,424
Balance, December 31, 2024$16,918
Additions1,243
Accretion1,831
Settlement(131)
Change in estimates(946)
Balance, December 31, 2025$18,915

The asset retirement obligation represents the Company’s estimate of the present value of future reclamation costs, discounted using a credit‑adjusted risk‑free interest rate of 11.0% and an inflation rate of 2.5% for each of the years ended December 31, 2025 and 2024. The Company expensed the change in estimate for the years ended December 31, 2025 and 2024 as a result of these being adjustments to the estimate for asset retirement obligations that were acquired as part of asset acquisitions.

As of December 31, 2025 and 2024, the undiscounted cash flows related to asset retirement obligations totaled $26,443 and $23,529, respectively.

As of December 31, 2025 and 2024, the Company deposited $8,388 and $7,751, respectively, for collateralization of its performance obligations with an unrelated third party also known as performance bonds. These funds are not available for the payment of general corporate obligations. The performance bonds are required for future restoration and reclamation obligations related to the Company’s operations. These funds are categorized as restricted cash on the Company’s consolidated balance sheets.

  1. Commitments and Contingencies

General Legal Matters

On March 14, 2025, a purported shareholder of the Company filed a putative federal securities class action, in the United States District Court for the Southern District of Texas against the Company and certain of its current and former officers and directors (the “Litigation”).

The complaint asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and SEC Rule 10b-5 and principally alleges that the defendants failed to disclose that: (1) enCore lacked effective internal controls over financial reporting; (2) enCore could not capitalize certain exploratory and development costs under U.S. GAAP; and (3) as a result, the Company’s net losses would materially increase. The foregoing omissions allegedly made defendants’ positive public statements about Company’s business, operations, and prospects materially false or misleading and artificially inflated the Company’s share price during the class period. The Litigation seeks damages and costs. Management believes that this litigation is preliminary in nature and the Company believes that an adverse outcome is not probable or estimable at this time.

On April 23, 2025, the Company’s former Chief Executive Officer filed a demand for arbitration with the Judicial Arbiter Group against the Company. The demand principally alleged that the Company breached the former Chief Executive Officer’s employment agreement by refusing to pay him the amount he claimed to be owed under the employment agreement had the Company terminated his employment without just cause. Therefore, the former Chief Executive Officer sought damages for the amounts allegedly owed under the employment agreement for termination without just cause, including salary, a 2024 cash bonus, an annual targeted bonus and his COBRA coverage for 24 months. On October 10, 2025, the parties entered into a Confidential Settlement and General Release Agreement. As of December 31, 2025, the Company had satisfied its obligations under the agreements.

On June 2, 2025, the Company’s former Chief Operating Officer filed a demand for arbitration with the Judicial Arbiter Group against the Company. The demand principally alleges that the Company breached the former Chief Operating Officer’s employment agreement by refusing to pay him the amount he claimed to be owed under the employment agreement had the Company terminated his employment without just cause. Therefore, the former Chief Operating Officer seeks damages for the amounts allegedly owed under the employment agreement for termination without just cause, including salary and his COBRA coverage for 24 months. Management believes that this demand for arbitration is preliminary in nature and that a loss is not probable or estimable at this time.

The Company is subject to routine litigation incidental to our business. The Company is not currently a party to any material legal proceedings that Management believes would be likely to have a material adverse effect on our financial position, results of operations or cash flows.

Mineral Property Commitments

The Company enters into commitments with federal and state agencies and private individuals to lease mineral rights. These leases are renewable annually. As of December 31, 2025, annual maintenance payments of approximately $2,263 are required to maintain these mineral rights.

Sales Contracts

The Company’s sales commitments, for all sales contracts, are presented in pounds (in thousands) below.

YearVolume (in pounds)
2026900
2027850
20281,000
20291,500
20301,200
Thereafter2,500
Total7,950

Reclamation Bonds

The Company has indemnified third-party companies to provide reclamation bonds as collateral for the Company’s ARO. The Company is obligated to replace this collateral in the event of a default and is obligated to repay any reclamation or closure costs due. As of December 31, 2025 and December 31, 2024, the Company had $8,388 and $7,751, respectively, posted as collateral against an undiscounted ARO of $26,443 and $23,529, respectively.

  1. Leases

The Company leases office space in the United States and Canada under non‑cancelable operating lease agreements. The Company does not have any finance leases. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets, and lease expense related to these leases is recognized on a straight‑line basis over the lease term.

Operating lease right‑of‑use (“ROU”) assets and lease liabilities are recognized at lease commencement. Lease liabilities are measured based on the present value of future lease payments over the lease term. As the implicit rate is not readily determinable, the Company uses its incremental borrowing rate at lease commencement. ROU assets are measured based on the related lease liabilities, adjusted for prepaid rent, accrued rent, and lease incentives.

The Company has elected the practical expedient to not separate lease and non‑lease components for all leases. Operating lease expense is recognized on a straight‑line basis over the lease term. Variable lease payments, which primarily relate to non‑fixed operating costs, are excluded from the measurement of ROU assets and lease liabilities and are expensed as incurred.

As of December 31, 2025, the Company did not have any material leases that had not yet commenced. Operating lease cost was $263 and $208 for the years ended December 31, 2025 and 2024, respectively, which was included in general and administrative expenses on the Company’s consolidated statements of operations.

The following table represents the weighted-average remaining lease term and discount rate:

December 31,
20252024
Operating Leases:
Weighted-average remaining lease term (in years)9.503.08
Weighted-average discount rate7.0%7.0%

As of December 31, 2025, future minimum lease payments for the Company’s operating lease liabilities are as follows:

Year Ending December 31,Amount
2026$412
2027559
2028495
2029385
2030395
Thereafter2,300
Total future lease payments$4,546
Less: imputed interest(1,283)
Present value of lease liabilities$3,263

As of December 31, 2025 and 2024, the following balances related to the Company’s operating leases are recorded in the consolidated balance sheets:

December 31,
20252024
Right of use asset$3,083$310
Lease liability, current$186$130
Lease liability, non-current$3,077$202

Supplemental cash flow information related to leases was as follows:

Years Ended December 31,
20252024
Cash paid for operating leases$203$201
Supplemental disclosure of noncash leasing activities:
Right-of-use-assets obtained in exchange for new operating lease liabilities$3,006$67
  1. Fair Value

Fair value accounting establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

The three levels of the fair value hierarchy are described below:

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical unrestricted assets or liabilities;

Level 2 - Quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, quoted prices or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability, and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

The financial instruments, including cash and cash equivalents, accounts and other receivables, restricted cash, accounts payable and accrued liabilities, are carried at cost, which approximates their fair values due to the immediate or short-term maturity.

The Company’s investments in equity securities are publicly traded stocks measured at fair value and classified within Level 1 in the fair value hierarchy. Level 1 equity securities use quoted prices for identical assets in active markets.

The Company’s investments include certain investments accounted for at fair value consisting of warrants that are valued using the Black-Scholes option model based on observable inputs and as such are classified within Level 2 of the hierarchy. The warrant asset is included in marketable securities, long-term on the consolidated balance sheets.

The Company’s Convertible Senior Notes due 2030 (the “Convertible Senior Notes”) debt component was fair valued utilizing a 6.6% discount rate, which is the Company’s estimate of the market discount rate for this arrangement. This is classified within Level 2 of the hierarchy.

Level 1 · Level 2 · Level 3 · Total
Assets:
Marketable securities, current and non-current$43,460$-$-$43,460
Warrant asset-131-131
Total assets$43,460$131$-$43,591
Liabilities:
Convertible debt, non-current-109,986-109,986
Total liabilities$-$109,986$-$109,986
Level 1 · Level 2 · Level 3 · Total
Assets:
Marketable securities, current and non-current$24,314$-$-$24,314
Warrant asset-569-569
Total assets$24,314$569$-$24,883
  1. Stockholders’ Equity

The authorized shares of the Company consist of an unlimited number of common and preferred shares, both without par value. All proceeds received for issuances of common shares are attributed to common shares on the Company’s consolidated balance sheets.

During the year ended December 31, 2025, the Company issued:

i)190,000 common shares on the exercise of warrants, for gross proceeds of $654. In connection with the warrants exercised, the Company reclassified $144 from additional paid-in capital to share capital.

ii)1,049,476 common shares on the exercise of stock options, for gross proceeds of $1,863. In connection with the stock options exercised, the Company reclassified $801 from additional paid-in capital to common shares.

iii)The Company entered into the capped call transactions (the “Capped Call Transactions” on August 20 and August 22, 2025. The Capped Calls Transaction are generally intended to reduce or offset the potential economic dilution to the common shares upon the conversion of the Company’s Convertible Senior Notes. As the Capped Calls Transactions are considered indexed to the Company’s own equity and are equity classified, they are recorded in shareholders’ equity and are not accounted for as a derivative. The costs of $12,006 incurred in connection with the Capped Calls Transactions were recorded as a reduction to additional paid-in capital. The Capped Calls Transactions are excluded from the calculation of diluted earnings per share, as they would be anti-dilutive under treasury stock method.

During the year ended December 31, 2024, the Company issued:

i)2,564,102 units to Boss in February of 2024, for a private placement at a price of $3.90 per unit for gross proceeds of $10,000.

ii)6,872,143 common shares to extinguish the convertible note with a carrying value of $23,117 in February 2024.

iii)8,781,985 common shares on the exercise of warrants, for gross proceeds of $25,471. In connection with the warrants exercised, the Company reclassified $7,902 from additional paid-in capital to share capital.

iv)2,267,155 common shares on the exercise of stock options, for gross proceeds of $1,760. In connection with the stock options exercised, the Company reclassified $1,919 from additional paid-in capital to common stock.

v)495,765 common shares sold in accordance with the Company’s ATM program for gross proceeds of $2,008.

Share Purchase Warrants

A summary of the status of the Company’s warrants as of December 31, 2025 and 2024, and changes during the years then ended is as follows:

Number of WarrantsWeighted Average Exercise Price (CAD)
Outstanding, December 31, 202331,461,804C$4.04
Granted5003.90
Exercised(8,781,985)3.97
Expired(2,746,235)5.95
Outstanding, December 31, 202419,934,084C$3.81
Exercised(190,000)3.75
Expired(2,444)3.27
Outstanding, December 31, 202519,741,640C$3.81

As of December 31, 2025, share purchase warrants outstanding were as follows:

Warrant Price Per Share (CAD)Number ofWarrantsWeighted AverageRemaining Life(years)Weighted AverageExercise Price(CAD)
C$4.053,835,4400.02C$4.05
C$3.7515,906,2000.10C$3.75
Total19,741,6400.12C$3.81
  1. Share-Based Compensation

Options

During the years ended December 31, 2025 and 2024, the Company recognized stock option expense of $2,487 and $4,788, respectively, for the vested portion of the stock options.

The Company recognized share-based compensation in connection withtwo stockholders approved equity plans. The Stock Option Plan (the “Stock Option Plan”) which was adopted in 2015 and later amended in 2021, and the 2024 Long Term Incentive Plan (the “LTIP”) which was adopted in 2024 and replaced the Stock Option Plan. Both plans are detailed below.

Stock Option Plan

Under the Stock Option Plan the Company was authorized to grant options to officers, directors, employees and consultants, enabling them to acquire common shares of the Company upon exercise of the options. The number of shares reserved for issuance under the Stock Option Plan could not exceed 10% of the outstanding common shares at the time of the grant. The options could be granted for a maximum offive years and vested as determined by the Company’s Board of Directors (the “Board”). No further grants are authorized under Stock Option Plan as a result of the adoption of the LTIP. See further details on the LTIP below.

Activity of outstanding stock options under the Stock Option Plan for the years ended December 31, 2025 and 2024 are as follows:

Number of stock optionsWeighted average exercise price (CAD)
Balance, December 31, 20238,412,882C$2.63
Exercisable, December 31, 20235,921,267C$2.39
Granted2,804,0005.75
Exercised(2,267,155)1.06
Forfeited/expired(300,001)4.42
Balance, December 31, 20248,649,726C$3.99
Exercisable, December 31, 20246,169,340C$3.55
Exercised(1,049,476)1.41
Forfeited/expired(1,764,791)4.28
Balance, December 31, 20255,835,459C$4.37
Exercisable, December 31, 20255,359,459C$4.25

As of December 31, 2025, stock options under the Stock Option Plan outstanding and exercisable were as follows:

Options Outstanding · Options Exercisable
December 31, 2025 · December 31, 2025
Option price per share (CAD)Options #Weighted average remaining life (years)Weighted average exercise price (CAD)Options #Weighted average exercise price (CAD)
C$2.40 - 3.791,866,5410.69C$2.951,866,541C$2.95
C$4.20 - 5.763,968,9181.42C$5.033,492,918C$4.94
5,835,4592.11C$4.375,359,459C$4.25

As of December 31, 2025, the aggregate intrinsic value of all outstanding stock options granted and vested under the Stock Option Plan was estimated at $516. As of December 31, 2025, the unrecognized compensation cost related to unvested stock options under the Stock Option Plan was $265, which is expected to be recognized over a weighted average period of 0.4 years.

A summary of the Company’s unvested stock option activity under the Stock Option Plan is as follows:

Number of SharesWeighted Average Grant Date Fair Value (CAD)
Outstanding, December 31, 20232,491,616C$1.85
Granted2,804,0002.78
Vested(2,588,666)2.18
Forfeited(226,564)2.28
Outstanding, December 31, 20242,480,386C$2.52
Vested(1,415,386)2.45
Forfeited(589,000)2.46
Outstanding, December 31, 2025476,000C$2.79

There wereno stock options granted under the Stock Option Plan during the year ended December 31, 2025.

The Company granted an aggregate of 2,804,000 stock options to directors, officers, employees, and an accounting advisory consultant of the Company under the Stock Option Plan during the year ended December 31, 2024. A fair value of $5,695 was calculated for these options as measured at the grant date using the Black-Scholes option pricing model during the year ended December 31, 2024.

The Company’s standard stock option vesting schedule calls for 25% everysix months commencingsix months after the grant date.

2024 Long Term Incentive Plan

In August 2024, the Company adopted the LTIP to replace the Stock Option Plan. Awards previously issued and outstanding pursuant to the Stock Option Plan will continue to be governed by the Stock Option Plan.

The number of common shares reserved for issuance pursuant to awards granted under the LTIP will not, in the aggregate, exceed 10% of the issued and outstanding common shares at the time of the grant. No award, other than an option, may vest before the date that isone year following the date on which the award is granted, except in the case of accelerated vesting as defined in the LTIP.

Activity of outstanding stock options under the LTIP for the years ended December 31, 2025, and 2024 is as follows:

Number of stock options · Weighted average exercise price (USD)
Balance, December 31, 2023-$-
Granted225,000$4.07
Balance, December 31, 2024225,000$4.07
Granted1,060,0003.21
Forfeited/expired(225,000)4.07
Balance, December 31, 20251,060,000$3.21
Exercisable, December 31, 2025-$-

As of December 31, 2025, stock options outstanding and exercisable under the LTIP were as follows:

Options Outstanding · Options Exercisable
December 31, 2025 · December 31, 2025
Option price per share · Options # · Weighted average remaining life (years) · Weighted average exercise price (USD) · Options # · Weighted average exercise price (USD)
$3.211,060,0004.63$3.21-$-
1,060,0004.63$3.21-$0.00

A summary of the Company’s unvested stock option activity under the LTIP is as follows:

Number of SharesWeighted Average Grant Date Fair Value (USD)
Outstanding, December 31, 2023 · - · $ · -
Granted225,0004.23
Outstanding, December 31, 2024225,000$4.23
Granted1,060,0003.21
Forfeited(225,000)4.23
Outstanding and unvested, December 31, 20251,060,000$3.21

As of December 31, 2025, the aggregate intrinsic value of all outstanding stock options granted and vested under the LTIP was estimated at $11. As of December 31, 2025, the unrecognized compensation cost related to unvested stock options under the LTIP was $1,454, which is expected to be recognized over a weighted average period of 1.6 years.

A fair value of $3,403 was calculated for these options as measured at the grant date using the Black-Scholes option pricing model during year ended December 31, 2025. There were 1,060,000 stock options granted under the LTIP during the year ended December 31, 2025. The weighted average assumptions used in calculating the fair values as of December 31, 2025, are as follows:

Exercise price$3.21
Share price$3.21
Risk-free rate3.62%
Expected life (in years)3.33
Expected volatility74.30%
Expected dividend yield0.00%
Weighted average fair value$1.68

The Company has elected to utilize the simplified method for determining the expected life of the options. This is due to the stock options granted being considered “plain vanilla” in accordance with SAB Topic 14 in ASC 718. This simplified method allows for the average of the vesting period and contractual life.

Restricted Stock Units

Under the LTIP, restricted stock units (“RSUs”) may be granted to the participants and generally vest over multi-year service periods, typicallytwo tofive years for officers, employees and consultants and annually for directors.

During the year ended December 31, 2025, the Company granted 4,024,208 RSUs to officers and directors under its LTIP. The following table summarizes the Company’s RSU activity for the year ended December 31, 2025:

Number ofRSUsWeighted AverageRemaining VestingTerm (years)Weighted AverageGrant Date Fair Value(USD)
Balance, December 31, 2024 · - · - · $ · -
Granted4,024,2082.653.36
Forfeited(97,783)-3.47
Balance, December 31, 20253,926,4252.42$3.36

No RSUs were vested as of December 31, 2025.

The Company recognized $1,716 of compensation expense related to RSUs during the year ended December 31, 2025. As of December 31, 2025, unrecognized compensation cost related to unvested RSUs was $11,428, which is expected to be recognized over a weighted average period of 2.42 years.

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