enCore Energy Corp.

Notice of Annual General Meeting of Shareholders

To Be Held on June 10, 2026

The 2026 annual general meeting of shareholders (the “Meeting”) of enCore Energy Corp., a British Columbia corporation (the “Company”), will be held on June 10, 2026, beginning at 11:00 a.m. Central Time. The Meeting will be held exclusively through a virtual format. To attend the Meeting virtually, please visit www.proxydocs.com/EU. You will not be able to attend the Meeting in person. The purpose of the Meeting is to:

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

Accompanying this Notice of Meeting (“Notice”) is a form of proxy (“Proxy”) or Voting Instruction Form (“VIF”). The proxy statement provides more detailed information relating to the matters to be addressed at the Meeting and forms part of this Notice. We have also made available to you the Company’s 2025 annual report.

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

Holders of record of the Company’s common shares as of the close of business on April 16, 2026, are entitled to notice of, and to vote at, the Meeting. Accordingly, on or about April 30, 2026, we will begin mailing a Notice of Internet Availability of Proxy Materials to all shareholders of record as of April 16, 2026. We will also post our proxy materials on the website referenced on your Notice of Internet Availability of Proxy Materials at www.proxydocs.com/EU. All shareholders may choose to access our proxy materials online or may request to receive a printed or electronic set of our proxy materials at no charge as described on your Notice of Internet Availability of Proxy Materials. If you receive a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials in the mail unless you request a copy.

If you are a registered shareholder, please complete, sign, and date the Proxy and return the same prior to the deadline and to the location set out in the Proxy to vote on the matters for consideration at the Meeting. Non-registered shareholders are requested to complete the VIF in accordance with the instructions included therein prior to the deadline to vote on the matters for consideration at the Meeting.

Your vote is important to us. We recommend that you vote your shares in advance of the Meeting. We believe it is in the best interests of our shareholders, directors and employees for shareholders to communicate their votes and opinions about the Company in advance of, instead of only at, the Meeting.

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

Please vote by using the Proxy or VIF, as applicable, included with this Notice and the proxy statement and return it before 11:00 a.m. (Central Time) on June 8, 2026, in accordance with the instructions provided.

The Meeting materials will be available at www.proxydocs.com/EU and on the Company’s website beginning on April 30, 2026, and will remain on the website for one year. The Meeting materials will also be available on the System for Electronic Document Analysis and Retrieval (“SEDAR+”) at www.sedarplus.ca and on the Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”) of the SEC at www.sec.gov on April 30, 2026.

By Order of the Board of Directors,

Richard H. Little

Chief Executive Officer and Director

Dallas, Texas

April 30, 2026

   Table of Contents

enCore Energy Corp.

13355 Noel Road, Suite 1700

Dallas, Texas 75240

Proxy Statement

This proxy statement is furnished in connection with the solicitation of proxies by management of enCore Energy Corp., a British Columbia corporation (the “Company”), for use at the Company’s 2026 annual general meeting (the “Meeting”) of shareholders of the Company (the “Shareholders”) to be held on June 10, 2026, beginning at 11:00 a.m. Central Time and any postponement or adjournment thereof for the purposes set forth in the accompanying notice of Meeting. A Notice of Internet Availability of Proxy Materials is being mailed to Shareholders on or about April 30, 2026, and our proxy materials are being posted on the website referenced in the Notice of Internet Availability of Proxy Materials and made available to Shareholders on or about April 30, 2026. If you receive a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials in the mail unless you request a copy. If you receive a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials, please follow the instructions for requesting such materials included in the Notice of Internet Availability of Proxy Materials.

In this proxy statement, references to the “Company,” “enCore,” and “we” refer to enCore Energy Corp. “Common Shares” means the Company’s common shares without par value. “Registered Shareholders” means Shareholders whose names appear on the records of the Company as the registered holders of Common Shares. “Non-Registered Shareholders” means Shareholders who do not hold Common Shares in their own name. “Intermediaries” refers to brokers, investment firms, clearing houses, and similar entities that own securities on behalf of Non-Registered Shareholders. Unless otherwise indicated, all references in this proxy statement to “$” refer to U.S. dollars. Except where otherwise indicated, the information contained herein is stated as of April 16, 2026.

General Proxy Information

Solicitation of Proxies

The solicitation of proxies will be primarily by mail, but proxies may be solicited personally or by telephone by directors, officers, and employees of the Company. The Company will bear all costs of this solicitation. We have arranged to send a Notice of Internet Availability of Proxy Materials directly to Registered Shareholders, as well as Non-Registered Shareholders who have consented to their ownership information being disclosed by the Intermediary holding the Common Shares on their behalf (non-objecting beneficial owners). We have not arranged for Intermediaries to forward the Notice of Internet Availability of Proxy Materials to Non-Registered Shareholders who have objected to their ownership information being disclosed by the Intermediary holding the Common Shares on their behalf (objecting beneficial owners) under National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer. As a result, objecting beneficial owners will not receive the Notice of Internet Availability of Proxy Materials and associated materials related to the Meeting unless their Intermediary assumes the costs of delivery.

Appointment and Revocation of Proxies

The individuals named in the accompanying form of proxy (the “Proxy”) are officers or directors of the Company, or solicitors for the Company. If you are a Registered Shareholder, you have the right to attend the Meeting or vote by proxy and to appoint a person or company other than the person designated in the Proxy, who need not be a Shareholder, to attend and act for you and on your behalf at the Meeting. You may do so either by inserting the name of that other person in the blank space provided in the Proxy or by completing and delivering another suitable form of Proxy.

If you are a Registered Shareholder, you may wish to vote by proxy even if you are able to attend the Meeting. Registered Shareholders electing to submit a proxy may do so by completing, dating and signing the Proxy and submitting it in accordance with the instructions on the Proxy.

In all cases, you should ensure that the Proxy is received at least 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting or the adjournment thereof at which the Proxy is to be used.

Every Proxy may be revoked by an instrument in writing:

or in any other manner provided by law.

Only Registered Shareholders have the right to revoke a Proxy. Non-Registered Shareholders who wish to change their vote must, at least seven days before the Meeting, arrange for their respective Intermediaries to revoke the Proxy on their behalf. If you are a Non-Registered Shareholder, see “Voting by Non-Registered Shareholders” below for further information on how to vote your Common Shares.

Exercise of Discretion by Proxyholder

If you vote by proxy, the persons named in the Proxy (the “Proxyholder”) will vote or withhold from voting the Common Shares represented thereby in accordance with your instructions. If you specify a choice with respect to any matter to be acted upon, your Common Shares will be voted accordingly. The Proxy confers discretionary authority on the persons named therein with respect to:

In respect of a matter for which a choice is not specified in the Proxy, the persons named in the Proxy will vote the Common Shares represented by the Proxy “FOR” the approval of such matter. Management is not currently aware of any other matters that could come before the Meeting.

Voting by Non-Registered Shareholders

The following information is of significant importance to Shareholders who do not hold Common Shares in their own name. Non-Registered Shareholders should note that the only Proxies that can be recognized and acted upon at the Meeting are those deposited by Registered Shareholders.

If Common Shares are listed in an account statement provided to a Shareholder by an Intermediary, then in almost all cases, those Common Shares will not be registered in the Shareholder’s name on the records of the Company. Such Common Shares will more likely be registered under the name of the Shareholder’s Intermediary or an agent of that Intermediary. In the United States, the vast majority of such Common Shares are registered under the name of Cede & Co. (the registration name for the Depository Trust Company, which acts as nominee for many U.S. brokerage firms), and in Canada, under the name of CDS & Co. (the registration name for the Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms).

If you have consented to disclosure of your ownership information, you will receive a request for voting instructions from the Company through BetaNXT, Inc. (“BetaNXT”). If you have declined to disclose your ownership information, you may receive a request for voting instructions from your Intermediary if they have assumed the cost of delivering the proxy statement and associated materials related to the Meeting. Every Intermediary has its own mailing procedures and provides its own return instructions to clients. However, most Intermediaries now delegate responsibility for obtaining voting instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”) in the United States and in Canada.

If you are a Non-Registered Shareholder, you should carefully follow the instructions on the VIF received from BetaNXT or Broadridge in order to ensure that your Common Shares are voted at the Meeting. The VIF supplied to you will be similar to the Proxy provided to the Registered Shareholders by the Company. However, its purpose is limited to instructing the Intermediary on how to vote on your behalf.

The VIF sent by BetaNXT or Broadridge will name the same persons as the Company’s proxy to represent you at the Meeting. Although as a Non-Registered Shareholder you may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of your Intermediary, you, or a person designated by you (who need not be a Shareholder), may attend the Meeting as Proxyholder for your Intermediary and vote your Common Shares in that capacity. To exercise this right to attend the Meeting or appoint a Proxyholder of your own choosing, you should insert your own name or the name of the desired representative in the blank space provided in the VIF. Alternatively, you may provide other written instructions requesting that you or your desired representative attend the Meeting as Proxyholder for your Intermediary. The completed VIF or other written instructions must then be returned in accordance with the instructions on the form.

If you receive a VIF from BetaNXT or Broadridge, you cannot use it to vote Common Shares directly at the Meeting—the VIF must be completed as described above and returned in accordance with its instructions in advance of the Meeting in order to have the Common Shares voted.

Exercise of Discretion by Broker

For any shares you hold beneficially through U.S. brokerage accounts, if you do not return voting instructions to your U.S. broker on a timely basis, your U.S. broker will have the authority to vote your brokerage shares only on the proposal regarding the appointment and renumeration of our auditor. Your U.S. broker is prohibited from voting your shares on your behalf without your specific voting directions on the proposals for the election of directors, regarding the compensation of our named executive officers, and on any other proposal that may come before the Meeting. These “broker non-votes” and abstentions will not be considered votes cast with respect to any of the proposals brought before the Meeting. Without specific directions, Canadian brokers are prohibited from voting their customers’ shares. If you do not provide voting directions, Canadian brokers are prohibited from voting your Common Shares on your behalf for all proposals.

Record Date and Quorum

The board of directors (the “Board”) of the Company has fixed the record date for the Meeting as the close of business on April 16, 2026 (the “Record Date”). Shareholders of record as of the Record Date are entitled to receive notice of the Meeting and to vote their Common Shares at the Meeting, except to the extent that any such Shareholder transfers any Common Shares after the Record Date and the transferee of those Common Shares establishes that the transferee owns the Common Shares and demands, not less than ten (10) days before the Meeting, that the transferee’s name be included in the list of Shareholders entitled to vote at the Meeting, in which case, only such transferee shall be entitled to vote such Common Shares at the Meeting.

Under the Company’s Articles, the quorum for the transaction of business at a meeting of Shareholders is at least one Shareholder present in person or by proxy at the meeting who holds, or who is otherwise permitted to vote shares of the Company at a meeting of Shareholders representing, in the aggregate at least thirty three and one-third percent (33 1/3%) of the issued shares entitled to be voted at the meeting.

Voting Securities and Principal Holders of Voting Securities

On the Record Date, there were 194,216,153 Common Shares issued and outstanding, with each Common Share carrying the right to one vote. Only Shareholders of record at the close of business on the Record Date will be entitled to vote in person or by Proxy at the Meeting or any adjournment or postponement thereof. To the knowledge of the directors and executive officers of the Company, as of the Record Date, no Shareholders beneficially own, or exercise control or direction over, directly or indirectly, Common Shares carrying 10% or more of the votes attached to the issued and outstanding Common Shares.

Business of the Meeting

Presentation of Financial Statements

The consolidated audited financial statements of the Company for the fiscal year ended December 31, 2025, along with the corresponding Management’s Discussion and Analysis for the same period were mailed to the Company’s Registered Shareholders and Non-Registered Shareholders who requested it. The Company’s consolidated financial statements, as well as additional information relating to the Company, is also available on enCore’s website at encoreuranium.com, on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

No vote of Shareholders is required with respect to this item of business.

Overview of Proposals to Be Voted On

The following three proposals are included in this proxy statement at the direction of the Board. The Board unanimously recommends that you vote (1) “FOR” the election of our seven existing directors, (2) “FOR” the “say-on-pay” proposal; and (3) “FOR” the ratification of the appointment of KPMG as the Company’s independent registered public accounting firm for the fiscal year 2026 and authorization of the directors to fix the remuneration to be paid to the auditor.

Proposal 1 –

Election of Directors

The Company proposes to nominate the persons listed below for election as directors. Each director will hold office until the next annual general meeting of shareholders or until their successor is elected or appointed, unless their office is earlier vacated. The Board did not renominate Robert J. Willette for election at the Meeting. Immediately following the Meeting, the number of directors of the Board will automatically decrease from eight to seven members. Management does not contemplate that any of the nominees will be unable to serve as a director. If, prior to the Meeting, any vacancies occur in the slate of nominees herein listed, it is intended that discretionary authority shall be exercised by the person named in the Proxy as nominee to vote the Common Shares represented by Proxy for the election of any other person or persons as directors.

The Board has determined that notice of nominations of persons for election to the Board at the Meeting must be made following the requirements of the advance notice provisions contained in the Company’s Articles (the “Advance Notice Provisions”). To the date of this proxy statement, the Company has not received notice of a nomination in compliance with the Advance Notice Provisions and, subject to the timely receipt of any such nomination, any nominations other than nominations by or at the direction of the Board or an authorized officer of the Company will be disregarded at the Meeting.

The Board has adopted a Majority Voting Policy stipulating that Shareholders are entitled to vote in favor of, or withhold from voting for, each individual director nominee at a Shareholders’ meeting. If the number of Common Shares “withheld” for any nominee exceeds the number of Common Shares voted “for” the nominee, then, notwithstanding that such director was duly elected as a matter of corporate law, the director shall immediately tender their written resignation to the Board. The Board shall determine whether or not to accept the resignation within ninety (90) days following the applicable Shareholders’ meeting. Any director who tenders his or her resignation pursuant to the Majority Voting Policy shall not participate in the deliberations of the Governance and Nominating Committee or the Board regarding the resignation. The resignation will be effective when accepted by the Board. If a resignation is accepted, the Board may leave the resulting vacancy unfilled until the next annual general meeting or it may fill the vacancy through the appointment of a new director. Following the Board’s decision on the resignation, the Board shall promptly disclose, via press release, its decision whether or not to accept the director’s proposed resignation.

Nominees to be Elected for Terms Expiring at the Annual General Meeting in 2027

Below is a summary of the experience and skills of our director nominees.

Director Skills

Integrity and Accountability

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Business Judgment

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Senior Leadership

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Health and Safety

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Risk Management

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Interpersonal Skills

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Environmental Impact

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Strategy Development and Implementation

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Business Growth and Transformation

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Management and Networking Skills

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Sustainability

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Stakeholder Engagement

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Operational Excellence

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Executive Performance Management

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Public Company

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Financial Skills

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Compliance and Audit

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New Board Director Recruitment and Selection

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International Business Experience

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Human Resources

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Mining Industry

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Investor Relations

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Information Technology and Cybersecurity

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Corporate Cease Trade Orders or Bankruptcies

To the knowledge of the Company, other than as disclosed herein, no proposed director of the Company:

For the purposes of section (a) above, “order” means:

that was in effect for more than 30 consecutive days.

Proposal 2 –

Advisory Vote to Approve

the Compensation of our Named Executive Officers

Pursuant to Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are submitting the compensation of our named executive officers, as disclosed in this proxy statement, to our Shareholders for an advisory vote.

The vote on this proposal is not intended to address any specific element of compensation. Rather, the vote relates to the overall compensation of our named executive officers, as described in this proxy statement. We are asking our Shareholders to approve the following advisory resolution at our Meeting:

“RESOLVED, that the compensation of the Company’s named executive officers, as disclosed pursuant to the rules of the Securities and Exchange Commission and as described in this proxy statement is hereby APPROVED.”

You may vote “For”, “Against” or “Abstain” with respect to this “say-on-pay” proposal. The affirmative vote of a majority of the votes cast by Shareholders entitled to vote at the Meeting will constitute approval of this “say-on-pay” proposal. Abstentions and broker non-votes are not considered votes cast and will have no effect on the outcome of this proposal.

This vote is advisory and is not binding on the Company, our Board or the Compensation Committee. However, the Compensation Committee expects to consider the outcome of this advisory vote in evaluating whether any actions are appropriate with respect to our compensation programs for our executive officers.

At the 2025 annual general meeting of shareholders, a majority of the Company’s shareholders voted in favor of holding advisory votes on the Company’s executive compensation on an annual basis, and, in light of this vote, the Board determined that the Company will hold future advisory votes annually. Unless the Board determines otherwise, we will continue to hold advisory votes on the Company’s executive compensation on an annual basis, and the next advisory vote following this year’s vote will be held at the 2027 annual general meeting of shareholders.

Proposal 3 –

Ratify Appointment and Remuneration of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for 2026

The Board recommends that Shareholders vote to ratify the appoint of KPMG as the Company’s independent registered public accounting firm for the fiscal year 2026 and to authorize the directors to fix their remuneration. The power to fix the remuneration of the auditor has been delegated by the Board to the Audit Committee.

KPMG has served as the Company’s independent registered public accounting firm since November 2024 and has been selected by the Audit Committee to serve as the Company’s independent registered public accounting firm for 2026.

Representatives of KPMG are expected to attend the Meeting and will have the opportunity to make a statement. They will also be available to respond to appropriate questions.

Approval of this proposal requires the affirmative vote of the holders of a majority in voting power of our Common Shares that are present in person or by proxy and entitled to vote thereon. Abstentions will have the same effect as a vote against this proposal.

Change in Accountants. On November 15, 2024, the Company replaced Davidson & Company LLP (“Davidson”) as the Company’s independent registered public accounting firm upon retaining KPMG. The Audit Committee approved the replacement of Davidson. The audit reports of Davidson on the financial statements of the Company as of and for the fiscal years ended December 2023 and 2022 in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board did not contain any adverse opinion or disclaimer of opinion, nor was any opinion qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal year ended December 31, 2023 and during the period of January 1, 2023 through the date Davidson was replaced, there were no disagreements with Davidson on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures that, if not resolved to Davidson’s satisfaction, would have caused Davidson to make reference in connection with its opinion to the subject matter of the disagreement. No “reportable events”, as that term is described in Item 304 of Regulation S-K, occurred within the fiscal year ended December 31, 2023 and subsequently up to the date Davidson was replaced.

Following the replacement of Davidson, the Company engaged KPMG as the Company’s independent registered public accounting firm on November 15, 2024. During the 2022 and 2023 fiscal years and through November 15, 2024, the Company had not consulted with KPMG regarding (1) the application of accounting principles to a specified transaction, either completed or proposed or the type of audit opinion that might be rendered on the Company’s financial statements, and KPMG did not provide any written report or oral advice that KPMG concluded was an important factor considered by the Company in reaching a decision as to any such accounting, auditing or financial reporting issue; or (2) any matter that was the subject of a “disagreement” within the meaning of Item 304(a)(1)(iv) of Regulation S-K or a “reportable event” within the meaning of Item 304(a)(1)(v) of Regulation S-K.

The change in independent auditors was previously disclosed in the Company’s Current Report on Form 6-K filed with the SEC on November 27, 2024 and in the Company’s Annual Report on Form 10-K filed with the SEC on March 3, 2025. A copy of Davidson’s related letter addressed to the SEC, dated March 3, 2025, was included as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2024.

Audit and Non-Audit Fees. The following table presents fees for audit services rendered by KPMG during the year ended December 31, 2024 and 2025.

Pursuant to the charter of the Audit Committee, the Audit Committee is responsible for the oversight of our accounting, reporting and financial practices. The Audit Committee has the responsibility to select, appoint, engage, oversee, retain, evaluate and terminate our external auditors; pre-approve all audit and non-audit services to be provided to the Company by the external auditors, consistent with all applicable laws; and establish the fees and other compensation to be paid to our external auditors.

The Audit Committee has adopted a policy to pre-approve all audit and permitted non-audit services provided by our external auditors. All audit and non-audit services for 2025 were pre-approved by the Audit Committee.

Corporate Governance

Board of Directors

The composition of the Board currently consists of the following eight members: William M. Sheriff, William B. Harris, Mark S. Pelizza, Susan Hoxie-Key, Richard H. Little, Nathan A. Tewalt, Wayne W. Heili, and Robert J. Willette. The Board did not renominate Mr. Willette for election at the Meeting. Immediately following the Meeting, the number of directors of the Board will automatically decrease from eight to seven members. There are currently five Board members, William B. Harris, Mark S. Pelizza, Susan Hoxie-Key, Nathan A. Tewalt and Wayne W. Heili, who are considered to be independent for purposes of membership on the Board in accordance with Nasdaq rules and applicable Canadian securities laws. As Chief Executive Officer of the Company, Mr. Little is not considered to be independent, and as Executive Chairman, Mr. Sheriff is not considered independent. Each director serves a one-year term expiring at each annual general meeting of Shareholders and lasting until his or her respective successor is duly elected and qualified.

Other Directorships

The following table sets forth the directors of the Company who are currently directors of other U.S. and/or Canadian reporting issuers as of April 16, 2026:

Director Compensation

Summary of 2025 Director Compensation

We provide the following compensation for non-management directors:

We also reimburse directors for all expenses incurred in attending Board and committee meetings.

In 2025, non-management directors received an annual equity award with the following values: $71,300 for Mr. Harris, $87,000 for Mr. Pelizza, and $82,900 for Ms. Hoxie-Key and Dr. Stover. Messrs. Tewalt and Heili did not receive an annual equity award because they were appointed to the Board on April 15, 2025 and December 1, 2025, respectively, and received grants at the time of their appointment.

Additionally, to compensate our non-management directors for extraordinary efforts and time spent in leading the Company through a management transition, each director was granted a one-time award of the following restricted stock units (“RSUs”), which vest ratably over a two-year period: Mr. Harris (207,500 RSUs), Mr. Pelizza (167,500 RSUs), Ms. Hoxie-Key (147,500 RSUs), Mr. Tewalt (70,000 RSUs), and Dr. Stover (172,500 RSUs). Subsequently, Dr. Stover resigned from the Board effective December 31, 2025.

Director Compensation for 2026

The Compensation Committee determined that there would be no changes to the annual cash fee payable to each non-management director. Additionally, the Compensation Committee anticipates granting an annual equity award to each non-management director with a value of approximately $130,000, representing the 50th percentile of non-management director equity awards for the Company’s compensation peer group for 2025.

Director Compensation Table

The following table provides information regarding the compensation of our non-management directors for the year ended December 31, 2025. As officers of the Company during 2025, Messrs. Goranson, Sheriff and Willette were not eligible for additional compensation in connection with their service on the Board and as such, their compensation is discussed under Executive Compensation below.

Director Independence

The Board will review at least annually the independence of each director. During these reviews, the Board will consider transactions and relationships between each director (and his or her immediate family and affiliates) and the Company and its management to determine whether any such transactions or relationships are inconsistent with a determination that the director is independent. This review will be based primarily on responses of the directors to questions in a directors’ and officers’ questionnaire regarding employment, business, familial, compensation and other relationships with the Company and our management. Our Board has determined that each of William B. Harris, Mark S. Pelizza, Susan Hoxie-Key, Nathan A. Tewalt, Wayne W. Heili are, and former directors Dennis E. Stover and Stacy Nieuwoudt were, independent in accordance with Nasdaq rules and applicable Canadian securities laws. As required by Nasdaq, our independent directors will meet in regularly scheduled executive sessions at which only independent directors are present.

Chair of the Board

The Board has concluded that William M. Sheriff, the Chair of the Board, is not an independent director. See “Board of Directors” above. Because the Chair of the Board is not independent, the directors have appointed Mark S. Pelizza to act as “lead independent director.” Mr. Pelizza has assumed responsibility for providing leadership to enhance the effectiveness and independence of the Board. See “Board Leadership Structure and Board’s Role in Risk Oversight” below.

Corporate Governance

We believe that good corporate governance is important to ensure that we are managed for the long-term benefit of our Shareholders. We and our Board have reviewed the corporate governance policies and practices of other public companies, as well as those suggested by various authorities in corporate governance. We have also considered the provisions of the Sarbanes-Oxley Act, SEC and Nasdaq rules and applicable Canadian securities laws.

Based on this review, we have established and adopted a Board Mandate, charters for the Audit Committee, Compensation Committee and Governance and Nominating Committee, and a Code of Business Conduct and Ethics (the “Code”) applicable to all of our directors, officers and employees. The Board monitors compliance with the Code through the Chair of the Audit Committee and the Chief Executive Officer. The Code provides that each person is personally responsible for, and it is their duty to report violations or suspected violations of, the Code and that no person will be discriminated against for reporting what that person reasonably believes to be a breach of the Code or any law or regulation.

Our Board Mandate, committee charters and Code are available on our website (www.encoreuranium.com) in the Corporate—Governance section, along with other corporate governance policies. Copies of these documents are also available upon written request to our Corporate Secretary at c/o enCore Energy Corp., One Galleria Tower, 13355 Noel Road, Suite 1700, Dallas, Texas 75240, Attention: Corporate Secretary. We will post information regarding any amendment to, or waiver from, the Code on our website in the Governance section.

Furthermore, our Insider Trading Policy, which is reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards, (1) governs the purchase, sale and/or other disposition of the Company’s securities by directors, officers, employees of the Company and the Company itself and (2) prohibits our directors and certain employees, including all of our executive officers, from engaging in hedging transactions with respect to our securities, including entering into options, warrants, puts, calls or similar instruments or selling our securities short.

The Board periodically reviews its corporate governance policies and practices. Based on these reviews, the Board may adopt changes to policies and practices that are in the best interest of our Shareholders and as appropriate to comply with any new SEC or Nasdaq rules or applicable Canadian securities laws.

Management and Board Responsibilities

The Board has adopted a position description for the Chief Executive Officer, the Executive Chair of the Board and the lead independent director. The Chief Executive Officer and the Company’s management team are responsible for the management of the Company’s operations and for executing the decisions of the Board. The Board is advised on a regular basis as to the results being achieved, and the Board is presented for approval all material plans and strategies, in keeping with the Company’s overall strategic direction as determined by the Board. In addition to those matters which by law must be approved by the Board, prior approval by the Board (or a committee thereof) is required for all matters of policy and all actions proposed to be taken by the Company which are not in the ordinary course of its operations. In particular, the Board approves the appointment of all executive officers of the Company and approves all material transactions.

Orientation and Continuing Education

When new directors are elected or appointed, they receive orientation on the Company’s business, current projects, reports on operations and results, public disclosure filings, industry reports, and the responsibilities of directors. The Company encourages its new directors to attend industry workshops and seminars, regularly frequented by our existing directors, to further enhance their understanding of the industry. With respect to continuing education, Board meetings may include presentations by the Company’s management and third-party advisors and consultants to give the directors additional insight into the Company’s business. In addition, management of the Company is available for discussion with all Board members on an ongoing basis.

Additionally, several of the Company’s directors achieved certification through the National Association of Corporate Directors’ Directorship Certification Program.

Majority Voting Policy

The Board has adopted a Majority Voting Policy stipulating that Shareholders are entitled to vote in favor of, or withhold from voting for, each individual director nominee at a Shareholders’ meeting. If the number of Common Shares “withheld” for any nominee exceeds the number of Common Shares voted “for” the nominee, then, notwithstanding that such director was duly elected as a matter of corporate law, the director shall immediately tender their written resignation to the Board. The Board shall determine whether or not to accept the resignation within ninety (90) days following the applicable Shareholders’ meeting. Any director who tenders his or her resignation pursuant to this Majority Voting Policy shall not participate in the deliberations of the Governance and Nominating Committee or the Board regarding the resignation. The resignation will be effective when accepted by the Board. If a resignation is accepted, the Board may leave the resulting vacancy unfilled until the next annual general meeting or it may fill the vacancy through the appointment of a new director. Following the Board’s decision on the resignation, the Board shall promptly disclose, via press release, its decision whether or not to accept the director’s proposed resignation.

Board Leadership Structure and Board’s Role in Risk Oversight

William M. Sheriff, Executive Chairman, serves as Chair of the Board. The Board believes that combining these positions is the most effective leadership structure for the Company at this time. As Executive Chairman, Mr. Sheriff is involved in day-to-day operations and is familiar with the opportunities and challenges that the Company faces at any given time. With this insight, he is able to assist the Board in setting strategic priorities, lead the discussion of business and strategic matters and translate Board recommendations into Company operations and policies.

The Board has appointed Mark S. Pelizza as its lead independent director. His key responsibilities in this role include facilitating the functioning of the Board independently of the Company’s management and maintaining and enhancing the quality of the Company’s governance practices. The Board will consider, on an ongoing basis, whether additional structures or processes are needed to permit it to function independently of the management of the Company.

Company management is responsible for the day-to-day management of risks impacting the Company, while the Board, as a whole and through the Audit Committee, is responsible for overseeing our business and affairs, including overseeing our risk assessment and risk management functions. The Board has delegated responsibility for reviewing our policies with respect to risk assessment and risk management to our Audit Committee through its charter. The Board has determined that this oversight responsibility can be most efficiently performed by our Audit Committee as part of its overall responsibility for providing independent, objective oversight with respect to our accounting and financial reporting functions, internal and external audit functions, systems of internal controls over financial reporting and legal, ethical and regulatory compliance. Our Board has also delegated the oversight of risks related to cybersecurity to our Audit Committee and risks related to environmental, social and governance matters to our Sustainability Committee and Governance and Nominating Committee. Our Audit Committee, Sustainability Committee, and Governance and Nominating Committee regularly report to the Board with respect to their oversight of these areas.

Board Meetings

The Board held 20 meetings during the fiscal year ended December 31, 2025. Each director serving on the Board in 2025 attended at least 75% of the total number of meetings of the Board and at least 75% of the total number of meetings of the committees on which he or she served during the time they served on the Board.

Each director endeavors to attend all Board meetings. On occasion, they may not be able to do so because of travel schedules, access to communication devices, personal situations or time zone restrictions. Management makes significant efforts to provide reasonable notice to the directors when scheduling meetings. However, as situations arise, and decisions are required, not all meetings will be able to accommodate the schedules of all individuals. In those cases, the director chooses a fellow director or the Chief Executive Officer to discuss and represent their views at the meeting by proxy.

Director Attendance at Annual Meetings of Shareholders

Each director is expected to attend the annual general meeting of Shareholders. All of the Company’s directors at the time of the 2025 annual meeting of Shareholders attended the annual meeting.

Board Committees

The composition and responsibilities of each committee are described below. Members will serve on these committees until their resignation or until otherwise determined by the Board.

Audit Committee

Our Audit Committee consists of Mr. Harris, Ms. Hoxie-Key and Mr. Tewalt, with Mr. Harris serving as chair of the committee. The Board has determined that Mr. Harris qualifies as an “audit committee financial expert” as that term is defined by the applicable SEC regulations. The Board has also determined that each of Mr. Harris, Ms. Hoxie-Key and Mr. Tewalt is “financially literate” as required by the Nasdaq rules and National Instrument 52-110 – Audit Committees (“NI 52-110”) and is independent as defined by Nasdaq rules, SEC requirements and NI 52-110 relating to the independence of Audit Committee members. The Audit Committee met nine times during the fiscal year ended December 31, 2025. Our Audit Committee charter details the principal functions of the Audit Committee, including oversight related to:

The Audit Committee is also responsible for engaging an independent registered public accounting firm, reviewing with the independent registered public accounting firm the plans and results of the audit engagement, approving professional services provided by the independent registered public accounting firm, including all audit and non-audit services, reviewing the independence of the independent registered public accounting firm, considering the range of audit and non-audit fees and reviewing the adequacy of our internal accounting controls. The Audit Committee also prepares the Audit Committee report required by SEC regulations to be included in our annual proxy statement. A copy of the Audit Committee charter is available under the Corporate—Governance section of the Company’s website at www.encoreuranium.com.

Compensation Committee

Our Compensation Committee consists of Mr. Pelizza, Mr. Harris and Mr. Heili, with Mr. Pelizza serving as chair of the committee. The Board has determined that each of Mr. Pelizza, Mr. Harris and Mr. Heili is independent as defined by Nasdaq rules, SEC requirements and applicable Canadian securities laws relating to the independence of Compensation Committee members. The Compensation Committee met seven times during the fiscal year ended December 31, 2025. The Compensation Committee is responsible for reviewing and determining the adequacy and form of compensation paid to the Company’s directors, executives, and key employees. The Compensation Committee evaluates the performance of senior management measured against the Company’s business goals and industry compensation levels.

Our Compensation Committee charter details the principal functions of the Compensation Committee, including:

The Compensation Committee has the sole authority to retain and terminate compensation consultants to assist in the evaluation of our compensation and the sole authority to approve the fees and other retention terms of such compensation consultants. The Compensation Committee may, in its discretion, delegate specific duties and responsibilities to a subcommittee or an individual committee member, to the extent permitted by applicable law. The Compensation Committee is also able to retain independent counsel and other independent advisors to assist it in carrying out its responsibilities. A copy of the Compensation Committee charter is available under the Corporate—Governance section of the Company’s website at www.encoreuranium.com.

Governance and Nominating Committee

Our Governance and Nominating Committee consists of Ms. Hoxie-Key, Mr. Harris and Mr. Pelizza, with Ms. Hoxie-Key serving as chair of the committee. The Board has determined that each of Ms. Hoxie-Key, Mr. Harris and Mr. Pelizza is independent as defined by Nasdaq rules and applicable Canadian securities laws. The Governance and Nominating Committee met five times during the fiscal year ended December 31, 2025. The Governance and Nominating Committee assists the Board in developing the Company’s approach to corporate governance, including developing and monitoring a set of corporate governance principles and guidelines that are specifically applicable to the Company, and to identify and recommend to the Board qualified nominees for appointment or election as directors. This includes evaluating individual directors, including their skills and qualifications, and the performance of the committees of the Board.

Our Governance and Nominating Committee charter details the principal functions of the Governance and Nominating Committee, including:

The Governance and Nominating Committee has the sole authority to retain and terminate any search firm to assist in the identification of director candidates and the sole authority to set the fees and other retention terms of such search firms. The Governance and Nominating Committee is also able to retain independent counsel and other independent advisors to assist it in carrying out its responsibilities. A copy of the Governance and Nominating Committee charter is available under the Corporate—Governance section of the Company’s website at www.encoreuranium.com.

Other Board Committees

Other than the Audit Committee, Compensation Committee and Governance and Nominating Committee, the Board currently has four standing committees: the Investment Committee, the Sustainability Committee, the Disclosure Committee, and the Technical Advisory Committee.

The Investment Committee is generally responsible for the oversight of the Company’s investment transactions, management, policies and guidelines, including review of investment manager selection (if any), establishment of investment benchmarks, and oversight of investment risk management exposure policies and guidelines. The Investment Committee has authority to retain financial investment consultants and legal professionals and to conduct all necessary investigations appropriate to fulfilling its duties and responsibilities in consultation with the Board. Mr. Sheriff serves as Chair of the Investment Committee.

The Sustainability Committee oversees the development and implementation of policies and best practices relating to health, safety, environmental and sustainability matters to ensure compliance with applicable laws, regulations, and policies in the jurisdictions in which the Company carries on business. The current members of the Sustainability Committee are Mr. Heili, Mr. Pelizza, and Mr. Tewalt, with Mr. Heili serving as the Chair of the Sustainability Committee.

The Disclosure Committee is generally responsible for considering the materiality of information and determining disclosure obligations on a timely basis in accordance with applicable rules and regulations, and reports to the Company’s Audit Committee. The Disclosure Committee also reviews and approves all disclosure (including electronic, written and oral disclosure) prepared by or on behalf of the Company, in advance of public release, reviews risk factors and forward-looking statement language, and oversees the disclosure controls, procedures and practices of the Company.

The Technical Advisory Committee assists management and the Board in carrying out their respective duties and responsibilities relating to technical aspects of exploration, project development, production operations, site reclamation, and ground water restoration. The Committee’s duties and responsibilities include providing technical support for Company activities, providing the Company’s Chief Operating Officer with recommendations for economic, environmental, as well as health and safety enhancements to Company activities, and researching and advising the Company on special projects identified by Company management. Dr. Stover serves as Chair of the Technical Advisory Committee.

Qualifications for Director Nominees

The Governance and Nominating Committee is responsible for reviewing with the Board, at least annually, the appropriate skills and experience required for members of the Board. This assessment includes factors such as judgment, skill, diversity, integrity, experience with businesses and other organizations of comparable size, the interplay of the candidate’s experience with the experience of other Board members, and the extent to which the candidate would be a desirable addition to the Board and any committees of the Board.

In connection with this assessment, the Governance and Nominating Committee will identify individuals believed to be qualified to become Board members and recommend candidates to the Board to fill new or vacant positions. The Governance and Nominating Committee will also review the qualifications of, and make recommendations to the Board regarding, director nominations submitted to the Company by Shareholders in accordance with the Company’s Articles or otherwise using the same assessment process described above. In addition, the Governance and Nominating Committee will evaluate whether an incumbent director should be nominated for re-election to the Board as part of its annual review and selection process. The Governance and Nominating Committee will use the same factors established for new director candidates to make its evaluation and will also take into account the incumbent director’s performance as a Board member.

The Governance and Nominating Committee considers diversity in its broadest sense, including diversity in professional and life experiences, education, skills, perspectives and leadership. Importantly, the Governance and Nominating Committee focuses on how the experiences and skill sets of each director nominee complements those of fellow directors and director nominees to create a balanced Board with diverse viewpoints and deep expertise. The Company believes that the inclusion of diversity as one of many factors considered in selecting director nominees is consistent with the Company’s goal of creating a Board that best serves our needs and those of our Shareholders.

Director Candidate Recommendations by Shareholders

The Governance and Nominating Committee will review and evaluate any director nominations submitted by Shareholders, including reviewing the qualifications of, and making recommendations to the Board regarding, director nominations submitted by Shareholders in the same manner as described under “Qualifications for Director Nominees.” See “Communications with the Board of Directors” below for additional information on how to submit a director nomination to the Board.

Communications with the Board of Directors

Any Shareholder or other interested party who wishes to communicate directly with the Board or any of its members may do so by writing to: Board of Directors, c/o enCore Energy Corp., 13355 Noel Road, Suite 1700, Dallas, Texas 75240, Attention: Corporate Secretary. The mailing envelope should clearly indicate whether the communication is intended for the Board as a whole, the non-management directors or a specific director.

Shareholder Nominations

The Company’s Articles provide that nominations for individuals for election to the Board may be made only (i) by or at the direction of the Board, including pursuant to our notice of the meeting, (ii) by or at the direction or request of one or more Shareholders pursuant to a proposal made in accordance with the provisions of the Business Corporations Act (British Columbia), or a requisition of the Shareholders made in accordance with the provisions of the Business Corporations Act (British Columbia) or (iii) by any Shareholder who was a Shareholder of record both at the time of giving the notice required by our Articles and at the time of the meeting, who is entitled to vote at the meeting in the election of such nominee and has provided notice to us within the time period and containing the information, certifications and other materials, specified in the Advance Notice Provisions and who has complied with the other procedural requirements set forth in our Articles. See “Shareholder Proposals for the 2027 Annual Meeting of Shareholders” below for how to submit a timely notice.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors, executive officers and persons who own more than 10% of the shares of our common stock to file an initial report of ownership on Form 3 and changes in ownership on Form 4 or Form 5 with the SEC. The SEC rules require us to disclose late filings of initial reports of stock ownership and changes in stock ownership by our directors, executive officers, and 10% stockholders.

Based solely on a review of copies of Forms 3, 4, and 5 filed with the SEC, we believe that during the fiscal year ended December 31, 2025, all Section 16(a) filing requirements applicable to our directors, executive officers, and 10% stockholders were completed in a timely manner, except the following reports: (i) a Form 3 filed in January 2025 reporting the holdings of Susan Hoxie-Key, (ii) a Form 3 filed in May 2025 reporting the holdings of Nathan Tewalt, (iii) a Form 3 filed in August 2025 reporting the holdings of Dain McCoig, (iv) a Form 3 filed in November 2025 reporting the holdings of Robert W. Hudson, Jr., (v) a Form 4 reporting a transaction for William Sheriff filed in January 2025, and (vi) a Form 4 reporting a transaction for Robert W. Hudson, Jr. filed in November 2025.

Executive Officers

The following sets forth information regarding the executive officers of the Company as of April 30, 2026:

Information regarding Mr. Sheriff and Mr. Little is included above under “Election of Directors.”

Mr. Kremke has served as the Company’s Chief Financial Officer since October 2025. Previously, Mr. Kremke served as the Chief Financial Officer at Gopher Resource, a national environmental solutions provider, from December 2020 until October 2025 and Chief Financial Officer at JumpCrew from June 2019 until October 2020. From April 2017 until March 2019, Mr. Kremke served as Executive Vice President, Chief Financial Officer at Delek US Holdings, Inc. Mr. Kremke holds a Master in Business Administration from the University of Chicago Booth School of Business and Bachelor of Science from Ball State University.

Mr. McCoig has served as the Company’s Chief Operating Officer since July 2025 and in various other roles with the Company since June 2023, including Director of Technical Services from June 2023 to April 2025 and Senior Vice President of Operations from April 2025 to July 2025. Prior to that, Mr. McCoig held various roles at Westwater Resources, Inc., a mineral resource exploration company, from June 2004 to May 2023, most recently serving as their Vice President of Operations. Mr. McCoig is a licensed Professional Engineer in Texas and Alabama and holds a Bachelor of Science in Engineering from the Colorado School of Mines and is pursuing his Masters in Business Administration at Auburn University. He is actively involved in industry groups including SME and various mining associations.

Mr. Hudson has served as the Company’s Senior Vice President, General Counsel and Corporate Secretary since October 2025. He previously served as Vice President – Corporate Governance and SEC at Wingstop Inc., a fast-casual restaurant business, from June 2024 to November 2025, and Assistant General Counsel – Corporate and Human Resources at Denbury Inc., an energy company, from December 2012 to June 2024. Mr. Hudson began his legal career at Jones Day in Dallas, Texas. Mr. Hudson holds a Bachelor of Science in Psychology from Texas A&M University and a Juris Doctor degree from Southern Methodist University.

Executive Compensation

Overview of Compensation Program

Compensation Philosophy and Objectives

The Company’s compensation policies and programs are designed to be competitive with similar companies and to recognize and reward executive performance consistent with the success of the Company’s business. These policies and programs are intended to attract and retain capable and experienced people. The Compensation Committee’s role and philosophy, among other things, are to ensure that the Company’s compensation goals and objectives, as applied to the actual compensation paid to the Company’s CEO and other executive officers, are aligned with the Company’s overall business objectives and shareholders’ interests.

The Company’s executive compensation program is designed to ensure that the level and form of compensation achieves certain objectives, including:

In addition to comparable industry data, the Compensation Committee considers a variety of factors when determining both compensation policies and programs and individual compensation levels. These factors include the long-range interests of the Company and its shareholders, the implications of the risks associated with the Company’s compensation policies and programs in light of the financial performance of the Company, the overall financial and operating performance of the Company and the Compensation Committee’s assessment of each executive’s individual performance and contribution toward meeting corporate objectives.

Based on the foregoing objectives, the Compensation Committee has structured our executive compensation programs to motivate our executives to achieve the business goals set by us and to reward the executives for achieving those goals. In evaluating executive compensation, the Compensation Committee considers a variety of factors including market demands, internal equity and compensation benchmarking of the companies we compete with for talent.

The Compensation Process

Role of the Board and Compensation Committee

The Board assumes responsibility for reviewing and monitoring the long-range compensation strategy for the executive officers of the Company, although the Compensation Committee guides it in this role. The Board determines the type and amount of compensation for the Chief Executive Officer. The Board also reviews the compensation of the Company’s senior executives.

The current members of the Compensation Committee are Mark S. Pelizza (Chair), William B. Harris, and Wayne W. Heili. The function of the Compensation Committee is to assist the Board in fulfilling its responsibilities relating to executive officer compensation. The Compensation Committee recommends to the Board for approval, and is actively engaged in the design and implementation of, the Company’s executive compensation program, with the support of the independent compensation consultant.

The Compensation Committee has been empowered to:

Role of the Independent Compensation Consultant

For 2025 compensation decisions, the Compensation Committee utilized Ernst & Young LLP (“E&Y”) as its independent compensation consultant to provide advice on executive compensation matters. The independent compensation consultant:

The Compensation Committee reviewed the independence of E&Y in light of SEC rules and Nasdaq listing standards regarding compensation consultants and concluded that the work of E&Y for the Compensation Committee did not raise any conflict of interest.

Role of Management

In making compensation decisions for executive officers reporting to the CEO, the Compensation Committee solicits the views of the CEO and the independent compensation consultant. The Compensation Committee conducts executive sessions without the CEO present. The CEO does not make recommendations to the Compensation Committee regarding the CEO’s own compensation.

Use of Competitive Compensation Data

With the assistance of the Compensation Committee’s independent compensation consultant, the Compensation Committee established a peer group of companies to assist the Company, the Compensation Committee, and the Board in understanding the current competitiveness of the total direct compensation (“TDC”) of its executive officers as compared to market practices. The Company used the data from the peer groups to benchmark TDC, which includes the level of base salaries and the mix, form and size of annual and long-term incentives provided to executive officers of similar companies to enCore in terms of industry and size.

Employment Agreements

The Company had employment agreements in place with its named executive officers for 2025. Below is a summary of the material terms of the employment agreements. The below summaries are qualified in all respects by reference to the underlying employment agreement.