enCore Energy Corp.

On August 13, 2026, the Company entered into a Controlled Equity Offering SM Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald Canada Corporation (the “Canadian Lead Agent”) and RBC Dominion Securities Inc., as Canadian sales agents (collectively, the “Canadian Agents”), and Cantor Fitzgerald & Co. (the “U.S. Lead Agent” and, together with the Canadian Lead Agent, the “Lead Agents” and individually, a “Lead Agent”), RBC Capital Markets, LLC, B. Riley Securities, Inc. and Jett Capital Advisors, LLC, as U.S. sales agents (collectively, the “U.S. Agents” and, together with the Canadian Agents, the “Agents”), pursuant to which the Company may issue and sell from time to time common shares of the Company, having an aggregate sales price of up to $250,000,000 (or the equivalent in Canadian dollars as determined using the exchange rate posted by the Bank of Canada on each date the common shares are sold) through the Agents acting as sales agents.

Sales of our common shares in the United States, if any, may be made in transactions that are deemed to be “at the market” offerings, as defined in Rule 415 under the Securities Act, including, without limitation, sales made by means of ordinary brokers’ transactions on Nasdaq or any other existing trading market in the United States for the common shares, to or through a market maker, or subject to the terms of an applicable agency transaction notice, by any other method permitted by applicable law, including privately negotiated transactions. Sales of our common shares in Canada, if any, may be made in transactions that are deemed to be an “at-the-market distribution” under National Instrument 44-102 -Shelf Distributions, including, without limitation (i) in privately negotiated transactions, (ii) as block transactions, provided, however, that any block transactions will be completed in compliance with applicable securities laws and the rules of the TSX-V, and (iii) sales made directly on Nasdaq and the TSX-V under the symbol “EU,” or on any “marketplace” (as such term is defined in National Instrument 21-101 - Marketplace Operation). Each Lead Agent will use commercially reasonable efforts, consistent with its normal trading and sales practices and applicable laws and regulations, to sell the common shares from time to time subject to the terms of an applicable agency transaction notice. The Company will pay the Lead Agents a commission that will not exceed, but may be lower than, 2.25% of the gross offering proceeds of any common shares sold through the applicable Lead Agent under the Sales Agreement and also has provided the Agents with customary indemnification and contribution rights.

The Lead Agents are not required, individually or collectively, to sell any specific number of common shares or dollar amount of our common shares. The Company is not obligated to make any sales of common shares under the Sales Agreement. The Company or any Lead Agent (solely with respect to such Lead Agent) may suspend or terminate the offering of common shares upon notice to the other party and subject to other conditions.

The offering is being made concurrently in Canada under the terms of a prospectus supplement to a short form base shelf prospectus filed with the securities commissions or similar authorities in each of the provinces and territories of Canada. Any common shares sold in the United States will be offered and sold pursuant to the Prospectus Supplement dated August 13, 2026, and a base prospectus, dated July 1, 2026, relating to the Company’s effective shelf registration statement on Form S-3 (File No. 333-296905).

The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 1.1 to this Quarterly Report and incorporated by reference into this Item 5. A copy of the opinion of Morton Law LLP relating to the common shares issuable pursuant to the Sales Agreement is filed as Exhibit 5.1 to this Quarterly Report. This disclosure pursuant to Item 5. does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of common shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.