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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934<br><br>FOR THE FISCAL YEAR ENDED December 31, 2024
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934<br><br>FOR THE TRANSITION PERIOD OF _________ TO _________.

Commission File Number: 001-41489

ENCORE ENERGY CORP.

(Exact name of registrant as specified in its charter)

British Columbia, Canada	Not Applicable
State or other jurisdiction of incorporation or organization	(I.R.S. Employer Identification No.)

101 N. Shoreline Blvd, Suite 450, Corpus Christi, TX 78401

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: 361-239-5449

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Shares, no par value	EU	The Nasdaq Stock Market LLC<br><br>TSX Venture Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act Yes o   No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.  Yes o   No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large, accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	o	Non-accelerated filer	o
		Smaller reporting company	o	Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No ☒

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $726.8 million.

As of February 25, 2025, there were  186,261,281 shares of the registrant’s no par value common shares, the registrant’s only outstanding class of voting securities, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Certain information required for Part III of this Annual report on Form 10-K is incorporated by reference to the registrant’s definitive proxy statement for the 2025 Annual Meeting of Shareholders.

Auditor Firm Id:	185	Auditor Name:	KPMG LLP	Auditor Location:	Houston, Texas, United State

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PART I
Items 1.	Business and Properties	1
Item 1A.	Risk Factors	68
Item 1B.	Unresolved Staff Comments	90
Item 1C.	Cybersecurity	90
Item 2.	Properties	90
Item 3.	Legal Proceedings	91
Item 4.	Mine Safety Disclosures	91
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	92
Item 6.	[Reserved]
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	103
Item 7A	Quantitative and Qualitative Disclosures about Market Risk	116
Item 8.	Financial Statements and Supplementary Data	1
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	44
Item 9A.	Controls and Procedures	44
Item 9B.	Other Information	46
Item 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	47
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	48
Item 11.	Executive Compensation	48
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	48
Item 13.	Certain Relationships and Related Transactions, and Director Independence	48
Item 14.	Principal AccountantFees and Services	48
PART IV
Item 15.	Exhibits and Financial Statement Schedules	49
Item 16.	Form 10-K Summary	50
	Signatures

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`When we use the terms “enCore Energy Corp.,” “we,” “us,” “our,” or the “Company,” we are referring to enCore Energy Corp. and its subsidiaries, unless the context otherwise requires. We have included technical terms important to an understanding of our business under “Glossary of Common Terms” at the end of this section. Throughout this document we make statements that are classified as “forward-looking.” Please refer to the “Cautionary Statement Regarding Forward-Looking Statements” section of this document for an explanation of these types of assertions.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (“Annual Report”) and information incorporated by reference herein, contains forward-looking statements and forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation that are subject to risks and uncertainties. Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “continue,” “plans,” “maintains,” “projects,” and similar terminology or variations (including negative variations) of such words and phrases or statements. Forward-looking statements and information are not historical facts, are made as of the date of this Annual Report, and include, but are not limited to, statements regarding discussions of results from operations (including, without limitation, statements about the Company’s opportunities, strategies, competition, expected activities and expenditures, including its sales strategy providing a base level of projected income, as the Company pursues its business plan, the adequacy of the Company’s available cash resources and other statements about future events or results), performance (both operational and financial), including operational expansion, the Company’s belief it is positioned to meet the increased demand for clean, reliable nuclear energy, the Company’s belief it can double its uranium extraction in 2025 from its extract results in 2024, the expected gross revenue sensitivity on contracted sales and the Company’s 2025 strategic priorities) and business prospects, future business plans and opportunities and statements as to management’s expectations with respect to, among other things, the activities contemplated in this Annual Report.

Forward-looking statements and information may include, but are not limited to, statements with respect to:

●	the Company’s future financial and operational performance;
●	the sufficiency of the Company’s current working capital, anticipated cash flow or its ability to raise necessary funds;
●	the anticipated amount and timing of work programs;
●	our expectations with respect to future exchange rates;
●	the estimated cost of and availability of funding necessary for sustaining capital;
●	forecast capital and non-operating spending, including changes in cost as a result of changes in trade restrictions, for example: the imposition of tariffs;
●	the Company’s plans and expectations for its property, exploration, development, extraction and community<br>relations operations;
●	the use of available funds;
●	expectations regarding the process for and receipt of regulatory approvals, permits and licenses under governmental and other applicable regulatory regimes, including U.S. government policies towards domestic uranium supply;
●	expectations about future uranium market prices, production costs and global uranium supply and demand;
●	expectations regarding holding physical uranium for long-term investment;
●	the establishment of mineral resources on any of the Company’s current or future mineral properties<br>(other than the Company’s properties that currently have established mineral resource estimates);
●	future royalty and tax payments and rates;
●	expectations regarding possible impacts of litigation and regulatory actions; and
●	the completion of reclamation activities at former mine or extraction sites.

Such forward-looking statements reflect the Company’s current views with respect to future events, based on information currently available to the Company and are subject to and involve certain known and unknown risks, uncertainties, assumptions and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed in or implied by such forward-looking statements and information. The forward-looking statements and information in this Annual Report are based on material assumptions, including the following:

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●	our budget, including expected levels of exploration, evaluation, development, extraction and operational activities and costs, as well as assumptions regarding market conditions and other factors upon which we have based our income and expenditure expectations;
●	assumptions regarding the timing and use of our cash resources;
●	our ability to, and the means by which the Company can, raise additional capital to advance other exploration and evaluation objectives;
●	our operations and key suppliers are essential services;
●	our employees, contractors and subcontractors will be available to continue operations;
●	our ability to obtain all necessary regulatory approvals, permits and licenses for our planned activities under governmental and other applicable regulatory regimes;
●	our expectations regarding the demand for and supply of uranium, the outlook for long-term contracting, changes in regulations, public perception of nuclear power, and the construction of new and ongoing operation of existing nuclear power plants;
●	our expectations regarding spot and long-term prices and realized prices for uranium;
●	our expectations that our holdings of physical uranium will be helpful in securing project financing and/or in securing long- term uranium supply agreements in the future;
●	our expectations regarding tax rates, currency exchange rates, and interest rates;
●	our decommissioning and reclamation obligations and the status and ongoing maintenance of agreements with third parties with respect thereto;
●	our mineral resource estimates, and the assumptions upon which they are based;
●	our, and our contractors’, ability to comply with current and future environmental, safety and other regulatory requirements and to obtain and maintain required regulatory approvals; and
●	our operations are not significantly disrupted by political instability, nationalization, terrorism, sabotage, pandemics, social or political activism, breakdown, natural disasters, governmental or political actions, litigation or arbitration proceedings, equipment or infrastructure failure, labor shortages, transportation disruptions or accidents, or other development or exploration risks.

Some of the risks and uncertainties that could cause actual results to differ materially from any future results expressed in or implied by the forward-looking statements and information in this Annual Report include, among others, the following:

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●	our history of negative operating cash flows and our ability to develop or maintain positive cash flow<br>from our mining activities;
●	ability to obtain additional financing on acceptable terms when needed;
●	we have experienced negative cash flows from operations and may need additional financing in connection with the implementation of our business and strategic plans from time to time;
●	risks associated with our expansion-by-acquisition strategy;
●	our properties do not contain Mineral Reserves and some of our properties, projects and facilities may not be economic within a reasonable time period or at all;
●	reliance on key personnel, contractors and experts;
●	conflicts of interest of our directors and officers;
●	risks associated with exploration of, development of, and extraction from mineral properties;
●	our reliance on third party drilling contractors, including an increased risk of loss, including weather related risks or underutilization of drilling rigs;
●	risks inherent to mineral exploration and extraction;
●	the commercial viability of economic extraction of minerals from uranium deposits;
●	the subjectiveness and uncertainty of estimations of mineral resources;
●	future mineral extraction estimates may not be achieved;
●	estimates of commodity prices used in preliminary economic assessments may never be realized;
●	requirements to obtain or retain key permits to advance or achieve extraction;
●	involvement of Native American tribes in the permitting process;
●	challenges to title of our mineral property interests;
●	our ability to attract, retain, train, motivate, and develop skilled employees;
●	existing competition and geopolitical changes in the competitive landscape;
●	public opinion and perception of nuclear energy;
●	volatility in market prices of uranium;
●	applicable laws, regulations and standards, including environmental protection laws and regulations;
●	our ability to raise equity or obtain debt financing;
●	accuracy of extraction, capital and operating cost estimates;
●	ability of novel mining methods for extraction to yield anticipated results;
●	the need for technical innovation and risk of obsolescence;
●	availability of a public market for Uranium, including global demand and supply;
●	changes and uncertainty in U.S. trade policy, tariff and import/export regulations;
●	risks related to our operations on federal lands, including possible designation of national monuments or withdrawal of permits;
●	risks related to our Alta Mesa joint venture;
●	taxation implications of U.S. holders because the Company is a passive foreign investment company;
●	potential dilution if we issue additional common shares, no par value (the “common shares”) or securities convertible into common shares;
●	price volatility of our common shares;
●	our expectation to not declare or pay dividends;
●	reliance on information technology systems, and cybersecurity risks;
●	the time and resources necessary to comply with corporate governance practices and securities rules and regulations in the U.S. and Canada;
●	our management’s ability to maintain effective internal controls;
●	our remediation plan and ability to remediate the material weaknesses in our internal controls over financial reporting;
●	potential lack of access to enforcement of civil liabilities against the Company or its directors and officers;
●	our ability to protect our proprietary data, technology and intellectual property;
●	changes in climate conditions; and
●	other risks included under the heading “Risk Factors” in this Annual Report.

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While forward-looking statements and information reflect our good faith beliefs, they are not guarantees of future performance. Any forward-looking statements and information are based on estimates and assumptions only as of the date of this Annual Report, and the Company undertakes no obligation to update or revise any forward-looking statement or information to reflect information, events, results, circumstances or the occurrence of unanticipated events, except as required by applicable laws. New factors emerge from time to time, and it is not possible for management to predict all of such factors and to assess in advance the impact of each such factors on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements or information.

CAUTIONARY NOTE TO U.S. RESIDENTS CONCERNING DISCLOSURE OF MINERAL RESOURCES

Effective as of January 1, 2025, the Company no longer qualifies as a foreign private issuer as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”) and Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and therefore has become a domestic issuer required to file this Annual Report pursuant to Sections 13 or 15(d) of the Exchange Act and to report its financial results under United States generally accepted accounting principles (“U.S. GAAP”).

All mineral estimates constituting mining operations that are material to our business or financial condition included in this Annual Report, and in the documents incorporated by reference herein, have been prepared in accordance with subpart 1300 of Regulation S-K (collectively, “S-K 1300”) and are supported by initial assessments prepared in accordance with the requirements of S-K 1300. S-K 1300 provides for the disclosure of: (i) “Inferred Mineral Resources,” which investors should understand have the lowest level of geological confidence of all Mineral Resources and thus may not be considered when assessing the economic viability of a mining project and may not be converted to a Mineral Reserve (as defined below); (ii) “Indicated Mineral Resources,” which investors should understand have a lower level of confidence than that of a “Measured Mineral Resource” and thus may be converted only to a “Probable Mineral Reserve,” and (iii) Measured Mineral Resources, which investors should understand have sufficient geological certainty to be converted to a “Proven Mineral Reserve” or to a “Probable Mineral Reserve.” Investors are cautioned not to assume that all or any part of Measured Mineral Resources or Indicated Mineral Resources will ever be converted into Mineral Reserves as defined by S-K 1300. Investors are cautioned not to assume that all or any part of an Inferred Mineral Resource exists or is economically or legally mineable, or that an Inferred Mineral Resource will ever be upgraded to a higher category.

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GLOSSARY OF TERMS

For ease of reference, the following factors for converting metric measurements into imperial equivalents are as follows:

Metric Units	Multiply By	Imperial Units
Hectares	2.471	= acres
Meters	3.281	= feet
Kilometers	0.621	= miles (5,280 feet)
Grams	0.032	= ounces (troy)
Tonnes	1.102	= tons (short) (2,000 lbs)
grams/tonne	0.029	= ounces (troy)/ton

Abbreviations

In this Annual Report, the abbreviations set forth below have the following meanings:

$	U.S. Dollar	km2	square kilometer
°	degrees	kv	kilovolt
%	percent	m	meter
C$	Canadian Dollar	m2	square meter
ft	feet	lb	pound
g/t	metric gram per metric tonne	U3O8	tri-Uranium octo-oxide
kg	kilogram	ppm	parts per million
kg/t	kilograms per tonne	U	Uranium
kl/t	kiloliters per tonne	ac	acres

In this Annual Report, the following terms have the meanings set forth herein:

“Alta Mesa” or “Alta Mesa Project” means the Alta Mesa Uranium Central Processing Plant and Wellfield located in Brooks County, Texas, USA.

“Alta Mesa Technical Report(s)” means the S-K 1300 technical report summary entitled “Alta Mesa Uranium Project, Brooks County, Texas, USA, S-K 1300 Technical Report Summary” and “Alta Mesa Uranium Project, Brooks County, Texas, USA, National Instrument 43-101, Technical Report” dated February 19, 2025 and effective December 31, 2024 prepared by Stuart Bryan Soliz, PG of SOLA Project Services, LLC.

“BLM” means the U.S. Bureau of Land Management.

“Boss” means Boss Energy, Ltd. the partner with the Company in JV Alta Mesa LLC, that is 70% owned by the Company and 30% owned by Boss. The Company is the Manager of JV Alta Mesa LLC. Boss is a public company traded on the ASX in Australia.

“Central Processing Plant” or “CPP” means the central operational facilities Uranium processing occurs following Uranium extraction from the ore body using ISR.

“Dewey Burdock” or “Dewey Burdock Project” means the Dewey Burdock Uranium Project located in Custer and Fall River Counties, South Dakota, USA.

“Dewey Burdock Technical Report(s)” means the S-K 1300 technical report entitled “Dewey Burdock Project, South Dakota, USA, S-K 1300 Technical Report Summary” and “Dewey Burdock Project South Dakota, USA, National Instrument 43-101, Preliminary Economic Assessment Technical Report” dated January 6, 2025, and effective as of October 8, 2024 prepared by Stuart Bryan Soliz, PG of SOLA Project Services, LLC.

“EPA” means the U.S. Environmental Protection Agency.

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“Exploration Stage Issuer” is an issuer that has no material property with Mineral Reserves disclosed.

“Exploration Stage Property” is a property that has no Mineral Reserves disclosed.

“Gas Hills” or “Gas Hills Project” means the Gas Hills Uranium Project, located in Fremont and Natrona Counties, Wyoming, USA.

“Gas Hills Technical Report” means the S-K 1300 technical report entitled “Technical Report Preliminary Economic Assessment Gas Hills Uranium Project. Fremont and Natrona Counties,” dated February 4, 2025 and effective December 31, 2024, prepared by Chris McDowell, P.G. and Ray Moores, P.E. of Western Water Consultants d/b/a WWC Engineering.

“GT” means grade-thickness, a measure referring to the concentration of a mineral in Ore and the width of the Ore body.

“Inferred Mineral Resource” is a component of Mineral Resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling; where the term limited geological evidence means evidence that is only sufficient to establish that geological and grade or quality continuity is more likely than not. The level of geological uncertainty associated with an Inferred Mineral Resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. Because an Inferred Mineral Resource has the lowest level of geological confidence of all Mineral Resources, which prevents the application of the modifying factors in a manner useful for evaluation of economic viability, an Inferred Mineral Resource may not be considered when assessing the economic viability of a mining project and may not be converted to a Mineral Reserve.

“Indicated Mineral Resource” is that part of a Mineral Resource for which quantity and grade or quality are estimated on the basis of adequate geological evidence and sampling. The level of geological certainty associated with an Indicated Mineral Resource is sufficient to allow a qualified person to apply modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Because an Indicated Mineral Resource has a lower level of confidence than the level of confidence of a Measured Mineral Resource, an Indicated Mineral Resource may only be converted to a Probable Mineral Reserve.

“Initial Assessment” is a preliminary technical and economic study of the economic potential of all or parts of mineralization to support the disclosure of Mineral Resources. The Initial Assessment must be prepared by a qualified person and must include appropriate assessments of reasonably assumed technical and economic factors, together with any other relevant operational factors, that are necessary to demonstrate at the time of reporting that there are reasonable prospects for economic extraction. An Initial Assessment is required for disclosure of Mineral Resources but cannot be used as the basis for disclosure of Mineral Reserves.

“Ion-exchange” or “IX” means a reversible chemical reaction that swaps ions between a solid and a solution. In the case of the Company’s operation, the ion exchange occurs in a bed of strong base anionic polystyrene resin beads contained in a vessel or column.

“ISR” means In Situ Recovery (literally, ‘in place’ recovery) describes rocks or formations that have not been moved from their original position (also known as in situ leach or ISL).

“Measured Mineral Resource” is that part of a Mineral Resource for which quantity and grade or quality are estimated on the basis of conclusive geological evidence and sampling. The level of geological certainty associated with a Measured Mineral Resource is sufficient to allow a qualified person to apply modifying factors, as defined in this section, in sufficient detail to support detailed mine planning and final evaluation of the economic viability of the deposit. Because a Measured Mineral Resource has a higher level of confidence than the level of confidence of either an Indicated Mineral Resource or an Inferred Mineral Resource, a Measured Mineral Resource may be converted to a Proven Mineral Reserve or to a Probable Mineral Reserve.

“Mesteña Grande” or “Mesteña Grande Project” means the Mesteña Grande Uranium Project located in Brooks and Jim Hogg Counties, Texas, USA.

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“Mesteña Grande Technical Report(s)” means the S-K 1300 technical report summary entitled “Mesteña Grande Uranium Project, Brooks and Jim Hogg Counties, Texas, USA, S-K 1300 Technical Report Summary, Initial Assessment” and “Mesteña Grande Uranium Project, Brooks and Jim Hogg Counties, Texas, USA, National Instrument 43-101, Preliminary Economic Assessment,” dated February 19, 2025 and effective December 31, 2024 prepared by Stuart Bryan Soliz, PG of SOLA Project Services.

“Mineral Reserve” is an estimate of tonnage and grade or quality of Indicated and Measured Mineral Resources that, in the opinion of the qualified person, can be the basis of an economically viable project. More specifically, it is the economically mineable part of a Measured or Indicated Mineral Resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted.

“Mineral Resource” is a concentration or occurrence of solid material of economic interest in or on the Earth’s crust in such form, grade or quality and quantity that there are reasonable prospects for economic extraction. A Mineral Resource is a reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining dimensions, location or continuity, that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable. It is not merely an inventory of all mineralization drilled or sampled.

“Mineralization” means, in exploration, a reference to a notable concentration of metals and their associated mineral compounds, or a specific mineral, within a body of rock.

“Modifying Factors” are the factors that a qualified person must apply to Indicated and Measured Mineral Resources and then evaluate in order to establish the economic viability of Mineral Reserves. A qualified person must apply and evaluate modifying factors to convert Measured and Indicated Mineral Resources to Proven and Probable Mineral Reserves. These factors include but are not restricted to: mining; processing; metallurgical; infrastructure; economic; marketing; legal; environmental compliance; plans, negotiations, or agreements with local individuals or groups; and governmental factors. The number, type and specific characteristics of the modifying factors applied will necessarily be a function of and depend upon the mineral, mine, property, or project.

“NRC” means US Nuclear Regulatory Commission.

“Ore” means a natural aggregate of one or more minerals which may be mined and sold at a profit, or from which some part may be profitably separated. A company may only refer to Mineral Reserves (as that term is defined in S-K 1300) as “ore.”

“Probable Mineral Reserve” is the economically mineable part of an Indicated Mineral Resource, and in some circumstances, a Measured Mineral Resource. The confidence in the Modifying Factors applying to a Probable Mineral Reserve is lower than that applying to a Proven Mineral Reserve.

“Proven Mineral Reserve” is the economically mineable part of a Measured Mineral Resource. A Proven Mineral Reserve implies a high degree of confidence in the Modifying Factors.

“PFN” is a modern geologic wireline logging method known as Prompt Fission Neutron. PFN is considered a direct measurement of true uranium concentration (% U) and is used to verify the in-situ grades of mineral intercepts previously reported by gamma logging. PFN logging is accomplished by a down-hole probe in much the same manner as standard gamma logs, only, in the case of PFN logging, only the mineralized interval is logged.

“Qualified Person” or “QP” means an individual who:

a.is an engineer or geoscientist with a university degree, or equivalent accreditation, in an area of geoscience, or     engineering, relating to mineral exploration or mining;

b.has at least five years of experience in mineral exploration, mine development or operation or mineral project assessment, or any combination of these, that is relevant to his or her professional degree or area of practice;

c.has experience relevant to the subject matter of the mineral project and the technical report;

d.is in good standing with a professional association;

e.in the case of a professional association in a foreign jurisdiction, has a membership designation that requires attainment of a position of responsibility in their profession that requires the exercise of independent judgment; and requires:

•favorable confidential peer evaluation of the individual’s character, professional judgement, experience, and ethical fitness; or

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•a recommendation for membership by at least two peers and demonstrated prominence or expertise in the field of mineral exploration or mining.

“RML” means Radioactive Material License and is a legal authorization issued by a government regulatory agency that allows an individual, business, or institution to possess, use, store, or dispose of radioactive materials.

“Rosita” or “Rosita Project” means the Rosita Uranium Project located in Duval County, Texas, USA.

“SEDAR” means SEDAR+, the System for Electronic Document Analysis and Retrieval.

“South Texas Integrated ISR Project” or “STX Integrated” is comprised of the Rosita CPP located in Duval County, Texas on a 200-acre tract of land owned by the Company, and multiple associated Satellite IX facilities at various project sites across South Texas and associated wellfields.

“South Texas Uranium Project Technical Report” means the S-K 1300 technical report entitled “Technical Report on the South Texas Integrated Uranium Projects, Texas, USA,” dated February 15, 2025, and effective December 31, 2024, prepared by Chris McDowell, P.G. and Ray Moores, P.E. of Western Water Consultants d/b/a WWC Engineering.

“TCEQ” means the Texas Commission on Environmental Quality.

“TRC” means the Texas Railroad Commission.

“Uranium” means naturally radioactive, heavy, metallic element of atomic number 92. Uranium in its pure form is a heavy metal. Its two principal isotopes are U-238 and U-235, of which U-235 is the necessary component for the nuclear fuel cycle. However, “uranium” used in this annual report refers to triuranium octoxide, also called “U3O8,” and is produced from uranium deposits. It is the most actively traded uranium-related commodity. Our operations extract and ship “yellowcake” which typically contains 70% to 90% U3O8 by weight.

“USGS” means United States Geological Survey.

“U3O8” a standard chemical formula commonly used to express the natural form of uranium mineralization. U represents uranium and O represents oxygen. U3O8 is contained in “yellowcake” or “uranium concentrate” accounting for 70% to 90% by weight.

“WDEQ” means Wyoming Department of Environmental Quality.

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Part I

Item 1. Business and Properties

Our Company

enCore Energy Corp., America’s Clean Energy Company™, was incorporated on October 30, 2009, under the Laws of British Columbia and is a reporting issuer in all of the provinces and territories of Canada. As of January 1, 2025, the Company ceased to be a “foreign private issuer” and has become a “domestic issuer” and a large accelerated filer within the meanings under the Exchange Act. As a result, the Company must comply with the filing deadlines and disclosure obligations of a domestic issuer and large accelerated filer as set forth in the Exchange Act. This classification impacts the timing of our periodic filings, internal control assessments, and other regulatory requirements. The Company’s common shares are listed on The Nasdaq Capital Market and the TSX Venture Exchange (“TSX-V”) under the trading symbol EU.

As of December 31, 2024, the Company is an “Exploration Stage Issuer” as defined by S-K 1300, and as required by the SEC to be defined as a Development Stage Issuer as it has not established proven or probable Mineral Reserves, through the completion of a pre-feasibility or feasibility study for any of our uranium projects. Even though we commenced extraction of uranium at our Rosita Uranium Project and our Alta Mesa Uranium Project, the Company remains classified as an Exploration Stage Issuer and will continue to remain an Exploration Stage Issuer until such time as Proven or Probable Mineral Reserves have been established at one of our uranium projects.

The Company is focused on extracting domestic uranium within the United States. The Company only utilizes the proven ISR technology to provide necessary fuel for the generation of clean, reliable, and carbon-free nuclear energy. In 2024, the Company commenced uranium extraction at the Rosita CPP in South Texas, becoming one of only three uranium extraction operations in the United States and the first in Texas in 10 years. In June 2024, the Company commenced uranium extraction at the Alta Mesa CPP in South Texas. enCore’s strategy is to build uranium extraction capacity by developing and placing into operation a series of uranium extraction facilities in South Texas, followed by a future pipeline of exploration projects in South Dakota and Wyoming, becoming a leading supplier of domestic uranium to fuel a growing demand for clean energy generation using nuclear power.

In 2024, the Company set forth to execute five main objectives. The Company believes the execution of these objectives has and will continue to position enCore to quickly respond to the ever-changing global factors, achieve strategic expansions, and build on its adaptability while strengthening the Company’s financial health. These objectives are as follow:

Commenced and Expanded Uranium Extraction at the Alta Mesa Project

Utilizing extraction-ready CPP in South Texas, the Company has implemented a strategy that it anticipates will continue to build value and phased growth. In the second quarter of 2024, the Company commenced uranium extraction operations at its Alta Mesa CPP, and as a result, became one of only a handful of companies in the world with more than one operational uranium extraction operation. In 2025, through the expansion of CPP and wellfield capacity, the Company believes it can double the uranium extraction over the 2024 extraction results. The Company is focused on a long-term strategy of being a supplier of choice for a nuclear industry that is experiencing sustainable growth for the first time in over 45 years.

Streamlined Operations and Rationalized Asset Base

Successful execution is critical, especially in an industry where talent and timing are essential to our success. Adapting swiftly to favorable market conditions is a priority for us. In December 2023, we announced the sale of 30% of the Alta Mesa Project to Boss in the form of a Joint Venture for $60 million. Additionally, Boss invested directly in the Company an additional $10 million. The Company intends to continue to rationalize its asset base through the execution of our non-core asset divestment strategy strengthening our financial position and increasing financial resources in a non-dilutive way. We have demonstrated the ability to derive substantial value for our shareholders from our non-core assets by using different approaches to divestment. The Company currently holds several non-core conventional projects available for acquisition. Lastly, the Company continues to optimize operations to improve extraction results and manage costs effectively.

Mergers and Acquisitions

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Since December 2020, we have demonstrated, through four significant transactions, our intent is to drive growth and provide value for our shareholders through select, accretive merger and acquisition (M&A) activity that complement its own organic growth.

Contract and Sales Strategy Formalization

The Company will continue to leverage its strong baseload contracting strategy and industry reputation as a reliable multi-facility domestic supplier to ensure that our operating assets are able to create revenue regardless of market conditions. As the Company increases uranium extraction from its South Texas facilities, we expect to grow our contract portfolio through the addition of new contracts. The Company will continue to focus on adding new multi-year, hybrid, market-based contracts to maximize profits while protecting against price declines. The Company believes this strategy should provide robust returns on uranium extraction while ensuring a base level of income to support continued operations during market declines over the next decade.

Established Fiscally Responsible Management and Strong Governance for the Benefit of Shareholders

On October 24, 2024, the Company announced that it completed its inaugural greenhouse gas (“GHG”) emissions and sustainability report to meet the needs of institutional clients and utility customers (the “Sustainability Report”). The Company will continue to strengthen and grow its management and operations teams by offering competitive employment opportunities and benefits package. The Company has established continuous improvement systems in its organization to ensure proper governance of the company, its operations, and its employees. Finally, the Company works to ensure its costs are as low as practicable while maintaining its ability to leverage its assets to provide value to shareholders. The Company assesses supply chain risks to ensure its ability to obtain critical components necessary to sustain its strategy.

About In-Situ Recovery (ISR), Technology

ISR is a minimally invasive, environmentally friendly, and economically competitive way of extracting minerals from the ground. It has proven to be a successful method of extracting uranium, and due to its cost efficiency, is economically viable to extract lower grade uranium deposits that might not justify the cost of conventional open pit or underground mining. In addition to significantly lower capital and operating costs, ISR operates without the open pits, waste dumps, or tailings associated with conventional mining and milling. These factors result in uranium extraction that is more environmentally responsible in a faster, more cost-efficient permitting, development and remediation process. ISR extracts uranium from the ground with minimal surface impact. When reclamation is completed, the surface is returned to its original state and use.

ISR is highly regulated in the United States. While some ISR operations in other jurisdictions use harsh chemicals such as sulfuric acid to remove uranium from the ore body, enCore only uses a lixiviant comprised of just oxygen and sodium bicarbonate (common baking soda) in the native groundwater to extract uranium at a near neutral pH with significantly less environmental impacts.

ISR usually takes place in sandstone deposits within a portion of the aquifer that the government has already exempted from protection as an underground source of drinking water due to its mineral content such as uranium, radium, and other minerals. An ISR wellfield is developed using a series of production patterns comprised of a series of injection and recovery wells. Injection wells introduce the lixiviant described above to the uranium bearing sandstone. As the lixiviant is injected through the uranium-bearing sandstone, the uranium is solubilized by the oxygen in the lixiviant, and the uranium-bearing lixiviant is carried through the sandstone to the recovery well. Recovery wells, equipped with submersible pumps, recover the uranium-bearing lixiviant out of the sandstone and lift it to the surface. The uranium-bearing lixiviant is then pumped into a surface collection system to be transferred to the ion exchange (IX) system. Surrounding the production patterns is a network of monitor wells used to observe groundwater chemistry and hydrology to assure there are no impacts to adjacent underground sources of drinking water. The combination of the production patterns and the monitor well network constitute what is called a wellfield.

After the uranium-bearing lixiviant reaches the IX system, it flows through a bed of IX resin where the uranium is removed from the lixiviant and loaded onto IX resin beads. This process is very similar to how a water softener works. The barren lixiviant is returned to the wellfield, where it is refortified with oxygen and sodium bicarbonate and reinjected into the uranium-bearing sandstone. A small portion, approximately 1% of the total volume, of the barren lixiviant is held back from reinjection. This is called a “process bleed,” and it is intended to create a hydraulic sink in the wellfield to contain lixiviant within production patterns.

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When the IX resin loads to capacity with uranium it is regenerated, using a salt solution rich in sodium bicarbonate, in the exact same manner as done for a water softener. This process is called “elution.” Elution produces a uranium-rich eluant that is transferred from the ion exchange system to the precipitation system. Using a series of additions of hydrogen peroxide, acid, and sodium hydroxide, the uranium is precipitated from the eluant and a uranium, “yellowcake,” slurry is created. It is then filtered and washed in a filter press and transferred to the drying system. Drying systems at the Company’s processing facilities use a low-temperature, zero emission, rotary vacuum drying system, the same equipment used for producing pharmaceuticals. Once dried the yellowcake is packaged into 55-gallon drums that are grouped into shipping lots. Each shipping lot is then transported to a North American conversion facility where it is weighed, sampled, and inventoried. This is the point at which the Company sells its product to its customers.

When the uranium orebody within an ISR wellfield is depleted, the Company is required to clean up the groundwater. The process of extracting uranium from the orebodies using our lixiviant does change the groundwater chemistry within the production patterns. After production is complete, the groundwater quality is restored to a quality consistent with the chemistry prior to the start of injection using reverse osmosis technology to clean it. This process does increase the amount of water that is consumed during wellfield operations, but in an average ISR wellfield, approximately 95% of the groundwater is preserved and retained at the end of the full production and restoration cycle. Once the government approves the groundwater restoration work, the injection, recovery and monitor wells are plugged and abandoned and the surface infrastructure is removed. The site is then surveyed for residual contamination that may need to be removed and the wellfield is returned to its prior use. At this point, the land and groundwater are once again suitable for all the same uses as prior to mining efforts.

The use of ISR technology in the US has a documented strong environmental record. Several wellfields have been restored and released, with the former wellfields now indistinguishable from the adjacent unimpacted land. The US government, in several public documents, has concluded that there have been no impacts to underground sources of drinking water by ISR uranium extraction or restoration.

Corporate Information

enCore was incorporated on October 30, 2009, under the Business Corporations Act (British Columbia) (the “BCBCA”) under the name “Dauntless Capital Corp.” The Company’s name was changed to “Tigris Uranium Corp.” on September 2, 2010, and changed to “Wolfpack Gold Corp.” on May 15, 2013. On August 15, 2014, the Company’s name was changed to “enCore Energy Corp.”

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The following organizational chart illustrates enCore’s principal subsidiaries as at the date of this Annual Report.

Notes:

*POI = Place of incorporation or legal organization

*PPB= Principal place of business

*Green = Expected to be dissolved

*Purple = Joint Venture with Boss

The principal offices of the Company are located at Suite 450, 101 N. Shoreline Blvd, Corpus Christi, Texas 78401. The Company’s registered and records office is located at Suite 1200, 750 West Pender Street, Vancouver, British Columbia, V6C 2T8.

Competition

The uranium industry is highly competitive, and our competition includes larger, more established companies with longer operating histories that not only explore for and produce uranium but also market uranium and other products on a regional, national or worldwide basis. Due to their greater financial and technical resources, we may not be able to acquire additional uranium projects in a competitive bidding process involving such companies. Additionally, these larger companies have greater resources to continue with their operations during periods of depressed market conditions.

Geopolitical uncertainty

Geopolitical uncertainty driven by the Russian invasion of Ukraine has led many governments and utility providers to re-examine supply chains and procurement strategies reliant on nuclear fuel supplies coming out of, or through, Russia.

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Sanctions, restrictions, and an inability to obtain insurance on cargo have contributed to transportation and other supply chain disruptions between producers and suppliers. As a result of this and coupled with multiple years of declining uranium production globally, uranium market fundamentals are shifting from an inventory driven market to one more driven by production. The Prohibiting Russian Uranium Imports Act (H.R. 1042) which was signed into law in May 2024, prohibits the importation of unirradiated, low-enriched uranium projected in the Russian Federation or by a Russian entity, with temporary waivers until January 1, 2028 in certain circumstances, after which the ban will be in effect until December 31, 2040.

Employees and Human Capital

As of December 31, 2024, 131 people were employed on a full-time basis and approximately 65 individuals provided services on a contractual basis, principally through our drilling rig contractors, all of whom were located in the U.S. Our Company is committed to attracting and retaining talented and experienced individuals to manage and support our operations. We engage in a variety of learning and development opportunities with our employees, including ongoing training, continuing education courses, workshops and seminars and membership in professional organizations relating to employees’ areas of expertise. We strive to fill employment openings through internal promotions or transfers of qualified employees, as appropriate.

Available Information

The Company’s website address is www.encoreuranium.com and the Company’s filings with the SEC, including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to such reports, are available free of charge on our website as soon as reasonably practicable after such materials are filed or furnished electronically with the SEC. Additional information about the Company can be found on our website, however, such information is neither incorporated by reference nor included as part of this or any other report or information filed with or furnished to the SEC.

The SEC maintains an internet site (www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. Canadian securities authorities also maintain an internet site (www.sedarplus.ca) that contains reports, circulars, annual information statements and other information regarding the Company.

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Our Mineral Properties

enCore controls key mineral properties within the United States, in Texas, South Dakota, Wyoming and New Mexico. enCore owns three of the current 11 licensed and constructed ISR CPPs in the United States[1], with all existing facilities located in the business-friendly, energy-centric state of Texas. Our plants’ operations are designed and permitted to process uranium from a mix of satellite plants and primary sources within south Texas.

Property Location Map

Summary of Properties

South Texas Integrated ISR Project (Rosita CPP)

The South Texas Integrated ISR Project is an Exploration Stage Property which consists of five project areas: the Rosita Central Processing Plant (Rosita CPP), Butler Ranch Uranium ISR Project (Butler Ranch), Upper Spring Creek - Brevard Area ISR Uranium Project (USC – Brevard or Brevard), Upper Spring Creek - Brown Area ISR Uranium Project (USC – Brown or Brown), and Rosita South Cadena ISR Project (RS – Cadena or Cadena).

The Rosita CPP is a licensed ISR production facility with a capacity of 800,000 pounds of U3O8 per year. The Rosita CPP is located in Duval County about 14 miles southeast of the town of Freer and 60 miles west-northwest of the city of Corpus Christi on a 200-acre tract owned by the Company.

Alta Mesa Uranium Project, Texas

The Alta Mesa Uranium Project is an Exploration Stage Property and is a fully licensed and constructed ISR project and central processing facility, located on over 4,597 acres of private land in the state of Texas. Total operating capacity is 1.5 million lbs U3O8 per year of IX processing capacity, and further, the CPP has 2.0 million lbs per year of IX elution, uranium precipitation, drying and packaging capacity.

Mesteña Grande Uranium Project, Texas

The Mesteña Grande Uranium Project is an Exploration Stage Property that is located in Brooks and Jim Hogg Counties, Texas and is on land located adjacent to, and to the south, north, and west of the Alta Mesa Uranium Project. The property contains significant inferred mineral resources over approximately 195,717 acres of private land. It covers an approximate area of 35 miles in a north-south direction by 30 miles in an east-west direction.

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Dewey Burdock Project, South Dakota

The Dewey Burdock Project is an Exploration Stage Property located in southwest South Dakota and is part of the northwestern extension of the Edgemont Uranium Mining District. The Dewey Burdock Project includes federal claims, private mineral rights and private surface rights controlling the entire area within the licensed project permit boundary as well as surrounding areas. The Company currently controls approximately 16,962 acres of net mineral rights and 12,613 acres of surface rights.

Gas Hills Project, Wyoming

The Gas Hills Project is an Exploration Stage Property located in Wyoming. 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 Project consists of approximately 1,280 surface acres and 12,960 net mineral acres of unpatented lode mining claims, a State of Wyoming mineral lease, and private mineral leases, within a brownfield site which has experienced extensive development including mine and mill site production.

Other Non-Material Properties

The Company holds a number of other Exploration Stage Properties that the Company has determined are not material to its business, including the following properties which total in the aggregate approximately 360,000 acres of mineral claims, mineral leases, and fee minerals:

•Nose Rock, New Mexico. The Nose Rock project is located in McKinley County New Mexico on the northern edge of the Grants Uranium District.

•Metamin Properties, Arizona, Utah and Wyoming. Through its subsidiary Metamin Enterprises US Inc. (“MEUS”), the Company holds various prospective uranium mining properties located in the States of Arizona, Utah and Wyoming.

•West Largo, New Mexico. The West Largo project consist of approximately 3,840 acres (i.e. six square miles) in McKinley County, New Mexico.

•Ambrosia Lake-Treeline, New Mexico. The Ambrosia Lake – Treeline Property consists of deeded mineral rights totaling 24,555 acres and a mining lease along with certain unpatented mining claims covering approximately 1,700 acres.

•Checkerboard Mineral Rights, New Mexico. The land position covers approximately 300,000 acres of deeded ‘checkerboard’ mineral rights, also known as the Frisco and Santa Fe railroad grants.

•Kingsville Dome, Texas. The Kingsville Dome property is located in Kleberg County and is situated on several tracts of land leased from third parties. The property is situated approximately eight miles southeast of the city of Kingsville. The project is comprised of numerous mineral leases from private landowners, covering an area of approximately 2,434 gross and 2,227 net acres of mineral rights. The Kingsville Dome CPP is a licensed ISR production facility located on 15 acres of Company-owned property.

•Vasquez Project, Texas. The Vasquez project is located in Duval County. The Vasquez property consists of a mineral lease on 1,023 gross and net acres.

•Dewey Terrace Project, Wyoming. This project consists of approximately 1,874 acres of surface rights and approximately 7,514 acres of net mineral rights. The Dewey Terrace Project is located adjacent to the Dewey Burdock Project.

•Juniper Ridge Project, Wyoming. The Juniper Ridge project in Carbon County 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.

•Centennial Project, Colorado. The Centennial Project in Weld County is comprised of approximately 523.21 acres of surface rights and 237.09 acres of net mineral rights. Approximately 5,760 acres of minerals rights were conveyed back to Anadarko by Special Warranty Deed on January 2025, this conveyance significantly reduced the

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project size. The Company intends to allow current leases to expire, and maintain existing mineral rights currently owned by the Company in fee.

•Aladdin Project, Wyoming. The Aladdin Project is comprised of private leases that cover approximately 5,166 acres of surface rights and 4,712 acres of net mineral rights. The Aladdin Project is 80 miles northwest of the Dewey Burdock Project.

•Other Properties: The Company holds the Shirley Basin Project in Wyoming the JB Project in Colorado and Utah, and the Ticaboo project in Utah.

Summary of Mineral Resources

The following table shows the Company’s estimate of Mineral Resources as defined in S-K 1300 as of December 31, 2024.

Project	Measured Mineral Resources			Indicated Mineral Resources			Measured + Indicated			Inferred Mineral Resources
	Tons (000s)	Grade (% eU3O8)	Pounds (000s eU3O8)	Tons (000s)	Grade (% eU3O8)	Pounds (000s eU3O8)	Tons (000s)	Grade (% eU3O8)	Pounds (000s eU3O8)	Tons (000s)	Grade (% eU3O8)	Pounds (000s eU3O8)
ISR Properties
Region: Texas
South Texas Integrated ISR Uranium Project (Project Totals)	n/a	n/a	2,754	n/a	n/a	773	n/a	n/a	3,527	n/a	n/a	308
Alta Mesa Project	263.7	0.1	691.4	630.0	0.2	1,894.5	630.0	0.1	2,585.9	2,223.4	0.1	5,200.5
Mesteña Grande Project	-	-	-	-	-	-	-	-	-	5,853	0.119	13,888
Region: South Dakota
Dewey Burdock Project	5,419.8	0.132	14,2856	1,968.4	0.07	2,836.2	7,388.2	0.12	17,122.1	645.5	0.06	712.6
Region: Wyoming
Gas Hill Project	994.0	0.10	2,051.0	2,835.0	0.10	5,654.0	3,829.0	0.10	7,705.0	409.0	0.05	428.0
Total Mineral Resources	-	-	19,782.4	-	-	11,157.7	-	-	30,940.0	-	-	20,537.0

Notes:

1.The Mineral Resource estimates in this table comply with the requirements of S-K 1300.

2.Mineral Resources were estimated using the following prices: (a) the South Texas Integrated ISR Project used a variable U3O8 sales price ranging from $78.37/lb up to $92.04/lb with an overall average U3O8 sales price of $87.05/lb (b) Alta Mesa Project used a uranium sales price that ranges from $82.00 to $89.00, with an average life of mine sales price of $83.43, (c) the Dewey Burdock Project used using a uranium sales price ranging from $82.00 to $89.00, with an average sales price of $86.34 .and (d) Gas Hills Project used a U3O8 sales price of $87.00/lb.

3.Mineral Resources were estimated using various %eU3O8 or G.T. cut-off grades. The following are the averages for Measured and Indicated Resources: (a) the South Texas Integrated ISR Project used 0.2 to 0.3 GT cutoff with avg GT values ranging between 0.40 and 2.15, (b) the Alta Mesa Project used 0.145 %U3O8, (c) the Mesteña Grande Project had no Measured or Indicated resources, (d) the Dewey Burdock Project used 0.12 % U3O8 (0.66 avg. GT) and (e) the Gas Hills Project used 0.10 % U3O8 (0.502 avg. GT).

4.The South Texas Integrated ISR Project includes Mineral Resources from the Upper Spring Creek Brevard, Upper Spring Creek – Brown and Rosita South – Cadena project areas.

Material Properties

South Texas Integrated ISR Project (Rosita CPP)

The South Texas Integrated ISR Project and associated well fields (collectively, the “STX Integrated”) is comprised of the Rosita CPP located in Duval County on a 200-acre tract owned by the Company, and multiple associated Satellite IX facilities at various project sites across south Texas. The STX Integrated project is located within the South Texas uranium province, about 22 miles west of the town of Alice. The Rosita CPP was constructed in 1990 and was originally designed and constructed to operate as an up-flow extraction facility. The Rosita property holdings consist of mineral leases from private landowners covering approximately 3,475 gross and net acres of mineral rights.

The STX Integrated, including the Rosita CPP, was the starting point for enCore’s Texas production strategy. In the fourth quarter of 2023, the Company announced it had commenced uranium extraction operations at Rosita from the Rosita Extension wellfield (“Rosita Extension”), PAA-5. The Rosita CPP has an 800,000-pound U3O8 per year production capacity. At the Rosita CPP, 76,909 pounds U3O8 were extracted and packaged in the year ended December 31, 2024.

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The following technical and scientific description of the STX Integrated is based in part on the report titled “Technical Report on the South Texas Integrated Uranium Projects, Texas, USA” dated February 4, 2025 and effective December 31, 2024, and prepared by Christopher McDowell, P.G. and Ray Moores P.E. each, a Qualified Person employed by WWC Engineering and is independent of the Company (the “South Texas Technical Report Summary”). The South Texas Technical Report Summary was prepared in accordance with S-K 1300. The STX Integrated does not have known “Mineral Reserves” and is therefore considered under SEC S-K 1300 definitions to be an Exploration Stage Property.

Property Description

The Rosita CPP is located in Duval County, Texas, approximately 13.7 miles east of Freer and approximately 60 miles west of Corpus Christi at latitude 27.830423 and longitude -98.403543 (decimal degrees). This facility represents the central location of the Project and includes the central processing facility where resin from each satellite facility will be processed. The Rosita CPP is supplied with uranium-loaded ion exchange resin from ISR mining at one or more of the project areas. The Rosita CPP initiated extraction in 1990 and extracted 2.65 million pounds of U3O8 from 1990 to 1999. The Rosita CPP restarted operations in 2023. This plant was originally constructed as an up-flow ion exchange facility in 1990, and its conversion to a CPP was completed in 2023. At the Rosita CPP, resin is processed, and uranium is recovered, precipitated as a slurry, and is then dried and packaged.

The Butler Ranch project consists of approximately 743 acres located in a rural area of Karnes County, Texas, approximately 44 miles south of San Antonio. It is centered at the approximate location of latitude 28.887336 and longitude -98.059851 (decimal degrees). Butler Ranch is comprised of four different non-connected property leases over approximately 10 miles in the western part of the county.

Upper Spring Creek- Brevard is located 6 miles northeast of the Ray Point Mining District in the Gulf Coast Uranium Province and South Texas Uranium Province or “GCUP”/”STUP” and is situated in Bee and Live Oak counties, Texas

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approximately halfway between San Antonio and Corpus Christi. Brevard is situated at latitude 28.567478 and longitude -98.024910 (decimal degrees). Three properties form the Brevard project area (Benham, Brevard, and Johnston) and total approximately 1,110 acres.

Upper Spring Creek – Brown Area project is located approximately 12 miles south-southwest of Three Rivers, Texas at the intersection of FM 889 and County Road 135 in Live Oak County latitude 28.287518 and longitude -98.214002 (decimal degrees). Brown includes three properties totaling approximately 247 acres. The two properties (Brown and Geibel) located to the south and east of FM 889 are collectively referred to as the Brown property and the property to the west of FM 889 is the Geffert property. URI, Inc. owns both surface and mineral rights for the former Brown and Geffert properties and owns surface and leases mineral rights for the former Geibel property at this project location.

Rosita South-Cadena is located in Duval County, Texas, approximately 11.5 miles east of Freer and approximately 64 miles west of Corpus Christi at latitude.

Ownership

This STX Integrated is owned and operated by the Company. The Company has executed surface use and access agreements and fee mineral leases with surface and mineral owners at the STX Integrated. The net mineral ownership, royalty burden, and estimated annual costs are provided below for each of the projects:

Project	Gross Holdings<br>Surface and/or Mineral<br>(acres)	Net Mineral<br>(acres)	Mineral Royalty Range	Estimated Annual Holding Costs
Butler Ranch	675	509	6% to 12% sliding scale based on Sales Price	9,344
Rosita	1772	1118	6.25% to 11.25% sliding scale based on Sales Price	72,277
Upper Spring Creek – Brevard	280	280	6% to 12% sliding scale based on Sales Price	14,000
Upper Spring Creek Brown Area	728	449	5% to 12% sliding scale based on Sales Price	7,275
Rosita South - Cadena	3619	2439	5% to 12% sliding scaled based on Sales Price	49,572

Accessibility

The Rosita CPP and Rosita South - Cadena are served by Texas State Highway 44. Texas State Highway 44 is a State maintained, two-lane, sealed, asphalt road providing year-round access. Two different County Roads “CR”, (CR 330 and CR 333) from Highway 44 are used as access to the Rosita CPP. County Road 330 provides access from Highway 44 while County Road 333 provides access to the Rosita CPP from County Road 330. From County Road 333 a private road is utilized into the Rosita CPP site. Cadena can also be accessed from County Roads (CR 321 and CR 3196). Commercial airlines serve both San Antonio and Corpus Christi. Many of the local communities have small public airfields and there are numerous private airfields in the region.

Butler Ranch is served by Texas Highway 181. Texas Highway 181 is a State maintained, four-lane, sealed, asphalt road providing year-round access. Multiple county roads from Highway 181 lead to the Butler Ranch project area. At Butler Ranch, there are crown-and-ditched mixed gravel and pavement access roads to the area. In addition to the designated routes, there are a few tertiary or ‘two-track’ roads that traverse the area for recreation and grazing access, as well as various other uses, including mineral and petroleum exploration.

Upper Spring Creek - Brevard is served by Texas State Highway 72. Highway 72 is a state-maintained, two-lane, sealed, asphalt road providing year-round access. Two different county roads (CR 147 and CR 231) from Highway 72 can be used to access Brevard.

Upper Spring Creek - Brown is served by U.S. Interstate Highway 37 (I-37). I-37 is a state-maintained, four-lane, sealed, asphalt road providing year-round access. Access to this highway from the west and northeast is U.S. Highway 72, access from the east and southwest is U.S. Highway 59. The area can also be accessed from the south via U.S. Highway 281

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leading to U.S. Highway 37. Multiple county roads from U.S. Highways 281 and 59 lead to the Brown. Once on Brown, there are crown-and-ditched mixed gravel and pavement access roads to the area. The physical address of the property is 216 County Road (CR) 135, George West, in Live Oak County, Texas. Brown is located approximately 6.75 miles south-southwest of the intersection of U.S. Highway 281 and Farm-to-Market Road (FM) 889.

Infrastructure

Equipment, supplies and personnel needed for exploration and day-to-day operation are available from population centers such as San Antonio and Corpus Christi. Specialized equipment for the wellfields is often available in Texas but may need to be acquired from outside of the state. The local economy for all project areas is geared toward oil and gas exploration, energy production, and ranching operations, providing a well-trained and capable pool of workers for ISR production and processing operations. Workers will reside locally and commute to work daily. As a result of energy development since the early 1900s, all the project areas have existing or nearby electrical power, gas and adequate telephone and internet connectivity. Generally, the local and regional infrastructure is in place for all project areas including roads, power and maintenance facilities. The exceptions include local access roads, wellfield development, local power and well control facilities that must be constructed. Specific information about the available infrastructure for each project area is described below.

Rosita CPP - Projects

The Company currently owns and operates the Rosita CPP within the Rosita Project radioactive materials license and injection permit boundaries. Site infrastructure includes the Rosita CPP and associated infrastructure, electric transmission lines, water supply, ponds, and several paved and well-graded county roads that traverse the area providing access to the property. The remaining unused lands are primarily undeveloped farmland.

Butler Ranch

The Company leases the surface and mineral rights at Butler Ranch and has access to the land for exploration and development. Site infrastructure consists of residential buildings, undeveloped farmland, and retention ponds. Several paved and well-graded county roads traverse the area providing access to each property. Several electric transmission lines run adjacent to these roads and by the individual properties. Non-potable water will be supplied by water supply wells at or near the site. There is an existing water supply well at the STX Integrated, but additional water supply wells may need to be developed. Water extracted as part of ISR operations will be recycled for re-injection.

Upper Spring Creek - Brevard

The Company has or will obtain legal access to the land surface through confidential agreements.

Site infrastructure consists of land to support cattle ranching and agriculture. Several paved county roads provide access to Brevard. An overhead electric transmission line and underground phone line run parallel to CR 140. Non-potable water will be supplied by water supply wells at or near the site. There are two existing water supply wells at Brevard, but additional water supply wells may need to be developed. A public water system, El Oso Water Supply Corporation, also serves the area. Water extracted as part of ISR operations will be recycled for re-injection.

Upper Spring Creek – Brown

The Company owns both surface and mineral rights at the Brown and Geffert properties. The Company leases minerals located beneath the Geibel property and has access to the land for exploration and development.

Site infrastructure consists of residential buildings, undeveloped farmland, and retention ponds. Several paved and well-graded county roads traverse the area providing access to each property. Several electric transmission lines run adjacent to these roads and by the individual properties. Non-potable water will be supplied by water supply wells at or near the site. There is an existing water supply well at the Project, but additional water supply wells may need to be developed. Water extracted as part of ISR operations will be recycled for re-injection.

Rosita South - Cadena

The Company has obtained legal access to the land surface through confidential agreements.

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Site infrastructure consists of residential buildings and land to support ranching and agriculture. Several paved and well-graded county roads traverse the area providing access to the property. Several electric transmission lines run adjacent to these roads to supply power to residential areas. No water supply sources have been developed for this site.

Geology, Mineralization and Deposit

The Project is located along the South Texas coastal plain, within the STUP. The uranium-bearing deposits in the STUP include sandstones in Tertiary formations ranging in age from Eocene (oldest) to Lower Pliocene (youngest). These permeable deposits are interbedded with claystones, mudstones and siltstones.

Uranium mineralization at the Project is typical of Texas roll-front sandstone deposits. The formation of roll-front deposits is largely a groundwater process that occurs when uranium-rich, oxygenated groundwater interacts with a reducing environment in the subsurface and precipitates uranium. The most favorable host rocks for roll-fronts are permeable sandstones with large aquifer systems. Interbedded mudstone, claystone and siltstone are often present and aid in the formation process by focusing groundwater flux. The roll-front deposits at Brevard are slightly different from the other roll-front deposits at Butler Ranch, Brown, and Cadena.

History

The STX Integrated is located in the South Texas Uranium Province. This province produced over 70 million pounds of U3O8 from 1954 through 1994. In recent years, mining companies have shifted from surface mining to ISR. Since 1975, the State of Texas has required the reclamation of surface mining operations.

Uranium exploration and mining in South Texas primarily targets sandstone formations throughout the Coastal Plain bordering the Gulf of Mexico. The area has long been known to contain uranium oxide, which was first discovered in Karnes County, Texas in 1954 using airborne radiometric survey. The uranium deposits discovered were within a belt of strata extending 250 miles from the middle coastal plain southwestward to the Rio Grande. This area includes the Carrizo, Whitsett, Catahoula, Oakville and Goliad geologic formations. Open pit mining began in 1961 and ISR mining was initiated in 1975. The uranium market experienced lower demand and price in the late 1970s and in 1980 there was a sharp decline in all Texas uranium operations.

During the late 1970s and early 1980s, exploration of uranium in South Texas had evolved towards deeper drilling targets within the known host sandstone formations. Deeper exploration drilling was more costly and excluded many of the smaller uranium mining companies from participating in the down-dip, deeper undrilled trend extensions. Uranium had been mined by several major oil companies in the past in South Texas, including Conoco, Mobil, Humble (later Exxon), Atlantic Richfield (“ARCO”) and others. Mobil had found numerous deposits in South Texas in the past, including the O’Hern, Holiday-El Mesquite and several smaller deposits, mostly in Oligocene-age Catahoula Formation tuffaceous sands. ARCO discovered several Oakville Formation (Miocene-age) uranium-bearing deposits and acquired other deposits located nearby in Live Oak County. They were exploring deeper extensions of Oakville Formation trends when they discovered the Mt. Lucas Goliad Formation deposit, located near Lake Corpus Christi in Live Oak County near the Bee County line (Carothers 2011). Ownership, control, and operation of the project areas has varied greatly since the 1960s.

Permitting and Licensing

ISR projects in Texas require a number of permitting steps before recovery of uranium can commence. The first requirement is an exploration permit regulated by the Texas Railroad Commission. All of the sites have active exploration permits that allow drilling of exploration holes allowing enCore to collect data to determine if an economic ore body exists. The results of the drilling programs through exploration permits are used to define the resources on the associated property.

Once it has been decided to move towards production, an aquifer exemption must be obtained through the U.S. EPA. An aquifer exemption is an acknowledgment by the EPA that naturally occurring uranium exists in the aquifer in the designated area and that section of the aquifer is not suitable for use as a drinking water source.

Texas is an agreement state and has primacy over the permitting of Underground Injection Control “UIC” activities. The state agency that regulates the uranium recovery process is the TCEQ. An area permit is required to progress to the next stage. This stipulates the area in which production can be pursued on and the requirements regarding operations and reclamation of uranium ISR activities. Within the permitted areas, individual production area authorizations (PAA) must next be obtained. To obtain a PAA, monitor wells must be installed and pump tests conducted to verify connectivity within

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the aquifer. Baseline wells must also be installed and analyses run to establish baseline testing. Bonding must be put into place prior to operations.

Current Permits for the STX Integrated are as follows:

Upper Spring Creek - Brown
Permit Type	Permit Number	Approved date	Current Status
Aquifer Exemption	EPA exemption ID: 6-114 – Boots/Brown	Jan. 1, 1982	Approved
Area Permit	URO3095	August 2, 2024	Approved
Area Permit	Application to expand Brown Area Permit to incorporate Geffert RO3653		Scheduled for 1H 2025
PAAs	Application to be submitted April 2025
PAAs	Application to add PAA on Geffert property under Brown Area Permit		Scheduled for 2H 2025
WDW	WDW467		Submitted 9/9/2022 – under technical review
RML License	RO3653		Submitted 10/11/2022 – under technical review
Upper Spring Creek – Brevard
---	---	---	---
Permit Type	Permit Number	Approved date	Current Status
Aquifer Exemption	EPA exemption ID: 6-84 – Brevard	Jan. 1, 1982	Approved
Area Permit*	Submitted August 5th 2010		Requested termination Mar 28, 2018
PAAs*	Submitted September. 29, 2010	Apr. 8, 2011	Requested termination Mar 28, 2018
WDW*	2 permits WDW-428 & WDW-429.<br>Submitted Jan. 28, 2010	Dec. 8, 2010	Signal Equities requested TCEQ revoke permits for WDW-428 and WDW-429 which TCEQ approved on Apr. 26, 2018.
RML License*	Oct. 21, 2009	Nov. 9, 2011	Expired Nov. 30, 2021.<br>Signal Equities requested license termination Apr. 11, 2018.
Rosita South – Cadena
---	---	---	---
Permit Type	Permit Number	Approved date	Current Status
Aquifer Exemption	EPA ID: 6-75 – Rosita Extension	Jul. 1, 1998	Approved
Area Permit	Renewal application submitted Apr. 8, 2024.<br><br>URO2880	Nov. 15, 2007. Has subsequently been renewed Oct. 10, 2014.	Approved.<br><br>Renewal under review.

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PAAs	N/A	PAA to be submitted once drilling identifies an orebody
WDW	WDW250	Active: Wastewater will be pipelined to existing Class I Byproduct Injection Wells. Rosita WDW at CPP.

Quality Assurance and Quality Control

Signal Equities, LLC, had written procedures for the collection of drill data including lithological logging, natural gamma logging, PFN logging, and also for data entry into databases and GIS. All drill hole data are now maintained at enCore’s corporate office in Corpus Christi, TX. For the initial exploration of the Brevard and Brown properties, Signal Equities, LLC previously had written procedures for the collection of drill data including lithological logging, natural gamma logging, and PFN logging, and also for data entry into databases and GIS. All data were stored on a secure server at the Signal Equities corporate office in New Braunfels, TX, with a full copy backup at a secure off-site contract data storage facility. enCore has since acquired and retains all data collected by Signal Equities.

For the South Texas Technical Report Summary, the QP reviewed PFN logs, gamma logs and drilling records for each drill hole used to calculate mineral resources. The QP corrected errors that were identified in the previous owner’s PFN calibration calculations and grade calculations using the raw logging data and known constants such as hole diameter and published DOE test pit grade values. Using the carefully verified and corrected data, the QP checked the GT contour and GIS data provided by enCore. Approximately 75% of all the drill hole data used to prepare the mineral resource estimate were validated by checking the corresponding PFN logs.

Data Verification

Butler Ranch

Data supporting the South Texas Technical Report Summary comes almost exclusively in the form of drilling data gained from historical drilling activities by previous operators and done since the acquisition of the STX Integrated. The tabulations of mineral intercepts compiled by the Company are consistent with the original down-hole gamma logs and the geophysical operator’s mineral intercept calculations. WWC has verified historical drill data by comparing historical drilling and reports in the STX Integrated adjacent to historical exploration holes with results which validate the historical data. The tabulations of mineral intercepts compiled by the Company have been confirmed by the QP to be consistent with the original down-hole electric logs and the geophysical operator’s mineral intercept estimate.

Furthermore, historical mineral intercept data of previous operators of Butler Ranch have been evaluated and selectively checked for accuracy.

Upper Spring Creek – Brevard

The Company provided the QP with access to the complete electronic dataset for Brevard for the purpose of preparing the South Texas Technical Report Summary. The QP did not review hard copy records, but the electronic dataset included scans of field data sheets. The QP verified all of the assay data used to prepare the mineral resource estimate. This verification included reviewing PFN tool calibration records and grade calculations, comparing core and PFN assay results, and reviewing each PFN log used in the mineral resource estimate.

Signal Equities, LLC’s calibration records for the PFN tools were reviewed to confirm the tools were properly calibrated. The PFN calibration does not affect the raw data (epithermal and thermal neutron counts) measured by the PFN tool; it only affects how the U3O8 grades are calculated from the raw data.

The QP also reviewed the previous operator’s U3O8 grade calculations to ensure the appropriate factors were used. The borehole correction factor is directly related to the drill hole diameter and should be the same for drill holes of the same size. The QP identified some logs (approximately seven percent of the logs used to prepare the mineral resource estimate) in which the incorrect borehole correction factor was used to calculate the U3O8 grade. As with the calibration calculation errors, this calculation does not affect the raw data measured by the PFN tool, it only affects how the U3O8 grades are calculated. The QP subsequently reviewed records for every drill hole that was used in the mineral resource estimate to

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confirm that the correct borehole correction factor was used. The QP corrected the borehole correction factor errors and associated U3O8 grade calculations as necessary.

The QP compared core assay data with PFN assay data for ten core holes at the Brevard property. Results were compared by summing all intervals in a core hole that had both core and PFN assay data, to produce a grade sum. Initially, it appeared that the core assay results were higher than the PFN assay results. The PFN assay results were then corrected for the calibration and grade calculation errors as described above.

Sample recovery in two of the core holes was poor and records clearly indicate that the mineralized interval was not recovered, so the lab assay results are not representative. For the remaining eight core holes, the corrected PFN assay results were within -10.3% to +10.8% of the core assay results. The average difference was 0.5% (with the PFN assay 0.5% higher than the core assay). The results confirm that the methodology used to correct the PFN data is reliable, since the resulting data are independently supported by core assay data.

The QP reviewed the PFN logs of every drill hole used in the mineral resource estimate. PFN logs were compared against gamma logs to check that the results of the two independently run logs were similar. Although there were differences due to radiometric disequilibrium, both logs typically identified similar depths of mineralization and relative magnitude of response to mineral intercepts with respect to background levels. Since some PFN logs had high noise levels, each log was evaluated to ensure that PFN noise was not being incorrectly inferred as uranium. In noisy logs, only the clearly mineralized intervals with responses higher than background noise (as verified by corresponding gamma responses) were included in the Grade-Thickness sum or “GT” sum.

Upper Spring Creek – Brown

The Company maintains digital copies of data at their office in Corpus Christi, TX. All PFN log data for the STX Integrated area was provided digitally by the Company. The PFN records included the raw data files collected by the logging tool (LAS files) and calculations of the PFN grades. Approximately 75% of all the logs used for the STX Integrated area were reviewed by the QP. In the opinion of the QP, the mineralized intervals previously defined by enCore for the South Texas Technical Report Summary were valid.

In addition, GT contours were provided by enCore for mineralized zones throughout Brown. These zones were referred to as the A, C (separated into upper and lower sub-zones), D (separated into upper and lower sub-zones), E, and F Sand Zones in the Brown property and Sand 4, 3c, 3b, 3, 2 and 1 in the Geffert property. Contours for each mineralized sand zone were then directly compared to the mineral intercept data on PFN logs. After reviewing and editing these contours for accuracy, it is the QP’s opinion that the contours provided by enCore for the South Texas Technical Report Summary were valid. Much of the data for Brown came from Signal’s 2010 drilling program. Therefore, calibration of the down hole geophysical logging instruments was vital to providing accurate data. While drilling, both the natural gamma and PFN logging trucks were calibrated routinely. In both 2009 and 2010, according to calibration records, the PFN tools were calibrated on 37 separate occasions while Signal records indicate that the Mt. Sopris® tools were ‘routinely’ calibrated. Natural gamma tool and PFN tool calibration was performed at the George West, TX facility, which is maintained by the DOE (Signal Equities 2017). During the data verification process, the QP determined that the PFN tool calibration grade used by the logging contractor was not the published grade for the George West, TX calibration test pit. This error in calibration grade affected the calculated grades of U3O8 on drill holes logged after the PFN tool was calibrated to the incorrect grade. The records indicate that aside from the calibration grade, the PFN tool runs in the calibration pits were performed per normal accepted protocols. The PFN calibration does not affect the raw data (epithermal and thermal neutron counts) measured by the PFN tool; it only affects how the U3O8 historical calibration calculation error and associated U3O8 grade calculations. The QP also identified some logs in which the incorrect borehole correction factor was used to calculate the U3O8 grade. The QP subsequently reviewed records for every drill hole that was used in the mineral resource estimate to confirm that the correct borehole correction factor was used. As with the calibration calculation errors, this calculation does not affect the raw data measured by the PFN tool, it only affects how the U3O8 grades are calculated. The QP was able to correct the borehole correction factor errors and associated U3O8 grade calculations. During enCore’s 2022-2024 drilling program PFN tools owned by enCore were used for logging. These PFN tools were regularly calibrated at the test pits at Kingsville Dome and the calibration pits at George West.

Radioactive isotopes decay until they reach a stable non-radioactive state. The radioactive decay chain isotopes are referred to as daughters. When all the decay products are maintained in close association with the primary uranium isotope U238 on the order of a million years or more, the daughter isotopes will be in equilibrium with the parent isotope. Signal relied on PFN log data for determination of uranium grade. This method is a direct measurement of U3O8 content rather than an equivalent U3O8 estimate. Therefore, the DEF is unnecessary and not applicable. Wet chemical assays were performed on three cores from the core holes drilled at the Project. The results of the PFN data and the core assays are inconsistent and

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due to the limited number of core holes, the dataset is too small to determine why the assay results are inconsistent with the PFN data. Brevard was cored at the same time with the same coring rigs, PFN equipment, and operators have a larger set of coring records. Records from this nearby project show that the coring recovery was sometimes poor, especially in sands (i.e., mineralized zones). There were also problems with swelling clays expanding in the core tubes, which affected the core sample depths. When the coring recovery at the nearby project was good, the grade sums measured by the core assay and PFN (corrected) matched closely.

Rosita South – Cadena

No data is available for the calibration of any geophysical logging tools used on the STX Integrated. However, it is assumed that the PFN and gamma data used in this mineral estimate were calibrated to industry standards. Assay data compared to the mineral grades used to calculate the Grade-Thickness “GT” values in the mineral estimate were comparable and the grades used to calculate the GTs were conservative in some cases. Therefore, it was the QP’s opinion that the data used in the STX Integrated is valid and suitable for estimating Mineral Resources.

Mineral Extraction Activities

The following table shows the extraction history from January 1, 2024 to December 31, 2024, from the STX Integrated:

Project	2024
South Texas Integrated ISR Project (dried and packaged)
Pounds U3O8 (000)	77.7

Mineral Resources

The STX Integrated Mineral Resources have a reasonable prospect for economic extraction due to the depth of mineralization, GT values, and continuity of mineralization. Studies completed to date support the conclusion that the STX Integrated deposits could be mined through ISR. The Mineral Resource estimates presented in the South Texas Technical Report Summary use cutoffs that are appropriate for ISR mining and may not be applicable to other mining methods.

Some of the shallower STX Integrated Mineral Resources and exploration targets may not be fully saturated. Deeper STX Integrated deposits are fully saturated, and there are ISR techniques that can be used to recover uranium from partially saturated or unsaturated deposits. These techniques include the use of alternate oxidants, water transfers and aquifer enhancement.

Mineral reportable as Mineral Resources meets the following cutoff criteria:

•Minimum Grade: 0.020 %U3O8

Grade is calculated at 0.5 ft depth increments, and values below this cutoff are excluded from reported resources.

•Minimum GT (Grade x Thickness):

• 0.30 for Brevard, Cadena, and the measured resources at Brown

• 0.20 for the indicated and inferred resources at Brown

The GT cutoff is applied to mineral horizons, and values below this cutoff are excluded from reported resources.

No specific minimum thickness is applied; however, the grade is calculated at 0.5 ft depth increments, making this the minimum possible thickness. It is the QP’s opinion that the cutoffs used in this Report are typical of ISR industry standard practice and are appropriate for current ISR methods.

The following key assumptions were used for all resource estimates:

• Resources are in permeable and porous sandstones; and

• Resources are located below the water table.

Mineral resource estimation methods used for the project areas include the GT contour and Polygonal. Mineral resources were estimated separately for each of the project areas.

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Summary of Uranium Mineral Resources at the South Texas Integrated ISR Project as of December 31, 2024

(Based on a metal price of $87.05/lb. U3O8)

Project Area	GT Cutoff	Average GT	U3O8 (lbs)
Upper Spring Creek – Brevard Area
Measured	0.30	0.59	800,000
Indicated	0.30	0.40	38,000
Total Measured and Indicated			838,000
Upper Spring Creek – Brown Area
Measured	0.30	1.17	1,339,000
Indicated	0.20	2.15	720,000
Total Measured and Indicated			1,339,000
Rosita South – Cadena
Measured	0.30	0.80	615,000
Indicated	0.30	0.42	15,000
Total Measured and Indicated			630,000
Upper Spring Creek – Brown
Total Inferred	0.20	1.36	308,000

Notes:

1. Mineral resources as defined in S-K 1300.

2. All resources occur below the static water table.

3. The point of reference for mineral resources is in-situ at the Project.

4. Mineral resources are not mineral reserves and do not have demonstrated economic viability.

5. An 80% metallurgical recovery factor was considered for the purposes of the economic analysis.

6. There are no measured or indicated resources at Rosita CPP or Butler Ranch.

Mining, Processing and Recovery Methods

A central processing plant (CPP) and Satellite facility will collect and process uranium. The CPP processing circuits will consist of elution, precipitation, dewatering, drying and packaging. The Satellite facility will include an ion exchange circuit (IX) and a resin transfer system to facilitate transfer of loaded resin by truck from the Satellite to the CPP.

The CPP is located at the existing Rosita Central Plant property and Satellites will be located at each of the identified locations.

Mining Method

enCore will mine uranium using the in-situ recovery (ISR) method. ISR has historically been utilized at the STX Integrated and is relatively environmentally benign when compared to conventional open pit or underground recovery techniques. This mining method utilizes injection wells to introduce a mining solution, called lixiviant, into the mineralized zone. An alkaline leach solution of carbon dioxide and oxygen added to the native groundwater, will be used as the lixiviant. Bicarbonate, resulting from the addition of carbon dioxide to the extracting solution, will be used as the complexing agent. Oxygen will be added to oxidize the uranium to a soluble +6 valence state. Recovery wells are used to remove the solution from the formation where it is piped to a processing plant. An ion exchange (IX) column is used to remove the dissolved uranyl carbonate from the solution. The groundwater is re-fortified with the oxidizer and complexing agent and sent back to the wellfield to recover additional uranium. To use ISR, the mineralized body must be saturated with groundwater, transmissive to water, and amenable to dissolution by the lixiviant. Previous operations have demonstrated uranium mineralization within the Project area is recoverable using the proposed ISR techniques.

Mine Design and Plans

The fundamental production unit for design and production planning or scheduling is the pattern. A pattern is comprised of a production or recovery well, and some number of injection wells. Patterns are typically configured in a five or seven well configuration. A five well, or five-spot well pattern consists of one recovery and four injection wells generally in a square or near-square configuration. A seven well or seven-spot well pattern, like the five-spot, is comprised of a recovery well surrounded by six injection wells in a hexagon or near-hexagon configuration. In areas where the ore is not as widespread to allow for these patterns, encore will utilize an alternative line drive pattern placed over the recovery zone with wells alternating between production and injection wells. Pattern design is determined by the size and shape of the deposit,

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hydrogeological properties of the mining formation, and mining economics. enCore plans to use a combination of five-spot and alternating line drive patterns with recovery wells spaced 50-100 feet from injection wells.

Patterns are grouped into production units referred to as wellfields. Wellfields form a practical means for design, development and production, where groups of recovery wells and their associated injection wells are designed, constructed and operated, serving as the fundamental operating unit for distribution of the alkaline leach system.

An economic wellfield must cover the construction costs associated with well installation, connection of wells to piping that conveys the leach system between wellfields and the IX facility, wellfield and plant operating costs, and reclamation costs.

To further facilitate planning, wellfields are grouped into production areas (PAs). Production areas represent a collection of wellfields for which baseline data, monitoring requirements, and restoration criteria have been established, for development of a Wellfield Hydrologic Data Package that will be submitted to regulatory authorities for mining approval. In Texas, this is known as a Production Authorization Area (PAA) in which the area and baseline restoration standards are specified in the permit.

Wellfields will typically be developed based on conventional five-spot or alternating line drive patterns. Injection and recovery wells will be completed in a manner to isolate the screened uranium-bearing interval. To establish baseline data, monitoring requirements, and restoration criteria, monitor wells will be installed for each mine unit. Baseline production zone monitor wells will be completed in the deposit hosting sandstone unit to establish baseline water restoration criteria.

Production zone monitor wells will also be installed in a ring around the entire wellfield. This ring of perimeter monitor wells will be setback approximately 400 feet from the patterns and 400 feet apart, respectively. Certain exceptions can be made to this distance based upon land and ore outline limitations when approved in the permit. This monitor well ring will be used to ensure mining fluids are contained within wellfield.

Overlying and underlying monitor wells will also be completed in hydro-stratigraphic units immediately above and below the production zone to monitor the potential for vertical lixiviant migration. Overlying monitor wells will be completed in all overlying units. Underlying wells will be completed in the immediately underlying unit.

Each injection and production well will be connected within a network of high-density polyethylene (HDPE) piping to an injection or production manifold located in the wellfield. The manifolds are connected to pipes that convey leaching solutions to and from the ion exchange columns in the CPP or Satellite facility. Flow meters, control valves, and pressure gauges in the individual well piping will monitor and control the individual well flow rates. Wellfield piping will be constructed using high-density polyethylene pipe.

The proposed uranium ISR process will involve the dissolution of the water-soluble uranium compound from the mineralized host sands at near neutral pH ranges. The lixiviant contains dissolved oxygen and carbon dioxide. The oxygen oxidizes the uranium, which is complexed with the bicarbonate formed by addition of carbon dioxide to the solution. The uranium-rich solution will be pumped from the recovery wells to the nearby CPP or Satellite facility for uranium concentration with ion exchange (IX) resin. A slightly greater volume of water will be recovered from the mineralized zone hydro-stratigraphic unit than injected, referred to as “bleed”, to create an inward flow gradient towards the wellfields. Thus, overall recovery flow rates will always be slightly greater than overall injection rates. This bleed solution will be disposed, as permitted, via injection into Class I DDW’s.

Production Rates and Expected Mine Life

Production rate was calculated using a production model derived from recent wellfields operating in the South Texas region. The production model was applied to mineral resources based upon the observed monthly recovery with a recovery of 80% in 32 months. The figure below depicts the production forecast model for the wellfields.

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Processing and Recovery

A central processing plant (CPP) and Satellite facility will collect and process uranium. The CPP processing circuits will consist of elution, precipitation, dewatering, drying and packaging. The Satellite facility will include an ion exchange circuit (IX) and a resin transfer system to facilitate transfer of loaded resin by truck from the Satellite to the CPP.

The CPP is located at the existing Rosita Central Plant property and Satellites will be located at each of the identified locations.

Ion Exchange

Uranium will be recovered from pregnant lixiviant solution using the ion exchange circuit. Each vessel is designed to contain a 300 cubic foot batch of anionic ion exchange resin. The satellite design is based upon modules with a nominal capacity of 800 gallons per minute. Additional modules can be added to increase capacity based upon in place reserves and timing of the system. Each module will be configured with three tanks operating in series, utilizing pressurized down-flow methodology for loading. Piping and valving allows the flow to be redirected to any of the three tanks and change the order of flow between the tanks in order to allow for resin transfer and optimizing resin loading. Production and Injection booster pumps will be located upstream and downstream of the trains, as needed for wellfield conditions.

Vessels will be designed to provide optimum contact time between pregnant lixiviant and IX resin. An interior stainless-steel piping manifold system will distribute lixiviant evenly across the resin. The dissolved uranium in the pregnant lixiviant will bond to the ion exchange resin in exchange for a pre-existing chloride ion. The resultant barren lixiviant exiting the vessels will contain less than 2 ppm of uranium and will be returned to the wellfield where oxygen and carbon dioxide will be added prior to reinjection.

Bleed

A bleed will be drawn from the injection stream prior to reinjection into the wellfield to maintain control of hydraulic conditions in production zone. The bleed will be directed through filters and then to storage tanks and then to an onsite non-hazardous Class I disposal well. The water in the storage tanks will also be utilized for resin transfers and tank backwashes as needed.

Elution Circuit

Loaded resin will be transferred to the CPP via truck and trailer where an elution circuit will strip uranium from the resin with a sodium chloride and sodium carbonate brine solution forming a uranium rich eluant. The pH will be controlled with sodium hydroxide. Eluted resin will then be rinsed and returned to the IX vessels for reloading.

The elution circuit will consist of three eluant tanks and an elution tank. All three tanks will have the described eluant, but based upon the order of stripping, will have different grades of uranium in them. The contents of tank one will be pumped through the elution tank containing the resin and then into a precipitation tank. Next, the eluant in tank two will run through

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the eluant tank with resin, and into tank one. Tank three consisting of fresh eluate with no uranium will be the final step to remove the last of the remaining uranium from the resin. It will be pumped through the eluant tank and will be deposited in tank two. A fresh batch of eluant will be made once depleted. The resin should now be mostly barren of uranium and is ready to be reused in a wellfield.

Precipitation Circuit

Hydrochloric acid will be added to the uranium rich eluant in the precipitation tank to bring the pH down to the range of 2 to 3 where the uranyl carbonate breaks down, liberating carbon dioxide and leaving free uranyl ions. Next, sodium hydroxide (caustic soda) will be added to raise the pH to the range of 4 to 5. After this pH adjustment, hydrogen peroxide will be added in a batch process to form an insoluble uranyl peroxide (UO2O2.H2O) compound. After precipitation, the uranium precipitate slurry is pumped to a filter press where the uranium solids are separated from the barren precipitation fluid. The liquid from the precipitation circuit is sent to a settling pond where it is appropriately neutralized and injected in a non-hazardous, class I disposal well.

Filtering, Drying and Packaging

After precipitation, yellowcake is removed for filtering, washing, drying and product packaging in a controlled area. The yellowcake in the filter press is washed with fresh water to remove excess chlorides and other soluble contaminants. The filter cake is transferred to a yellowcake storage bin for settling, decanting, and loading directly into the yellowcake dryer.

The yellowcake will be dried in a rotary vacuum dryer. The dryer is an enclosed unit and heated by circulating thermal fluid through an external jacket at ~450F. The off gases generated during the drying cycle, which will be primarily water vapor, are filtered through a bag house to remove entrained particulates and then condensed. Compared to conventional high temperature drying by multi-hearth systems, this dryer will have no significant airborne particulate emissions.

The dried yellowcake will be packaged into 55-gallon drums for storage before transport by truck to a conversion facility.

The yellowcake drying and packaging stations will be segregated within the processing plant for worker safety. Dust abatement and filtration equipment will be deployed in this area of the facility. Filled yellowcake drums will be staged in a dedicated storage area until transport.

Following standard industry protocols, yellowcake will be transported to a conversion facility in 55-gallon steel drums. The shipment method will be via specifically licensed trucking contractor.

Water Balance

The water balance is based on a production flow rate of 800-1000 gpm per satellite module with a 1% or 8-10 gpm bleed to maintain hydraulic control of fluids within the mine units. In the CPP water will be used for make-up and washdown at a rate of approximately 12 gpm from a local fresh water supply well. Restoration activities will include feed to a two-stage reverse osmosis unit (RO), with a 75% recovery rate to the wellfield. 25% of flow will be a concentrate and will be disposed of through a class I non-hazardous disposal well.

Liquid Waste Disposal

Class I non-hazardous waste disposal wells will be the sole method for liquid waste disposal. Liquid waste will be injected and isolated from any underground source of drinking water.

Solid Waste Disposal

Waste classified as non-contaminated (non-hazardous, non-radiological) will be disposed of in the nearest permitted sanitary waste disposal facility. Waste classified as hazardous (non-radiological) will be segregated and disposed of at the nearest permitted hazardous waste facility. Radiologically contaminated solid wastes, that cannot be decontaminated, are classified as 11.e.(2) byproduct material. This waste will be packaged and stored on site temporarily, and periodically shipped to a licensed 11.e.(2) byproduct waste facility or a licensed mill tailings facility.

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Economic Analysis

The South Texas Technical Report Summary contains an Initial Assessment which indicates a pre-tax Net Present Value of $104.3 million at an 8% discount rate compared to an after- tax Net Present Value of $81.8 million at an 8% discount rate.

The South Texas Technical Report Summary contemplates an annual production of just over 0.5 million pounds in the first year and then ramping up to approximately 0.8 million pounds by the second year. Total life of the project is estimated at approximately 9 years (6 years production followed by 3 years of restoration/surface reclamation). The NPV assumes cash flows take place in the middle of the periods and is calculated based on a discounted cash flow. The production estimates, Capital Expenses, and Operating Expenses, cost distributions used to develop the cash flow are based on the production and restoration models developed by enCore and incorporated in the cash flow. The cash flow assumes no escalation, no debt, interest, or capital repayment. The initial capitalized STX Integrated project construction was completed prior to this analysis. Excluding sunk costs which occurred prior to the operations proposed in the analysis, the STX Integrated is estimated to generate net cash flow over its life, before income tax, of $123.96 million and $97.01 million after income tax.

The mine plan and economic analysis are based on the following assumptions:

•NI 43-101 and S-K 1300 compliant estimate of Mineral Resources and a recovery factor of 80%,

•A variable U3O8 sales price ranging from $78.37/lb up to $92.04/lb with an overall average U3O8 sales price of $87.05/lb,

•A mine life 9 years (6 years production followed by 3 years of restoration/surface reclamation),

•A pre-income tax cost including royalties, state and local taxes, operating costs, and capital costs of $43.12/lb, and costs for the Project are based on actual costs from enCore’s currently operating south Texas ISR projects, economic analyses for similar ISR uranium projects, and WWC’s in house experience with mining and construction costs. All costs are in U.S. dollars (USD).

This analysis above is based on Measured and Indicated Mineral Resources which do not have demonstrated economic viability. Given the speculative nature of mineral resources, there is no guarantee that any or all of the mineral resources included in the Initial Assessment will be recovered. The Initial Assessment is preliminary in nature and there is no certainty that the Project will be realized.

Capital Costs Estimate

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Operating Costs Estimate

Taxation and Royalties

The results of the analyses presented herein provide for pre-income tax and post-income tax estimates. The post tax estimate includes U.S. federal income taxes. There is no State of Texas income tax. Texas does not have a severance tax on uranium mining. Ad valorem taxes would be assessed at the individual county level based on the value of the project. Actual tax rates will vary based on the county mill levies. For the purposes of this analysis the ad valorem taxes were based on average rates paid on Encore’s existing properties.

Various production royalties exist on the Projects. Due to the sensitive nature of royalty negotiations on existing and future properties, intimate details on the royalties are not provided. However, for the purposes of this analysis the Royalty rates were estimated as follows:

• At Brown the royalty is estimated at 1.5 percent of gross revenue.

• At Brevard the royalty rate is estimated at 5 percent of gross revenue.

• At Cadena the royalty rate is estimated at 10 percent of gross revenue.

Sensitivity Analysis

The STX Integrated is sensitive to changes in the price of uranium. A five percent change in the commodity price results in a $10.3 million change to the pre-tax Net Present Value “NPV” and $8.1 million to the post tax NPV at a discount rate of 8%. The analysis is based on a variable commodity price per pound. The STX Integrated is also slightly sensitive to changes in OPEX costs. A 5% variation in Operating Expenses results in a $2.1 million variation in pre-tax NPV and $1.7 million to the post-tax NPV. A 5% variation in Capital Expenses results in a $2.6 million variation in the pre-tax NPV and $2.1 million to the post-tax NPV. This analysis is based on an eight percent discount rate and a variable commodity price per pound.

Exploration Target

Conventional rotary drilling and down-hole geophysical logging were the primary exploration method at the STX Integrated. An exploration target has also been identified at the Butler Ranch Project.

The ranges of potential quantity and grade of the exploration target are conceptual in nature. There has been insufficient exploration to define a mineral resource or mineral reserve. It is uncertain if further exploration will result in the target being delineated as a mineral resource. An exploration target was estimated for the Butler Ranch Project. Data evaluated to prepare the exploration target include Project maps, mineral trend maps, historical ore body maps, cross sections, logs, previous technical reports, correspondence, and historical resource estimates and reporting. An extensive review of

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historical drill hole data was undertaken in order to estimate existing uranium resources within the property boundaries that have not been mined. Data from over 1,934 drill holes at Butler Ranch were evaluated.

This evaluation included the use of historical down-hole electric logs, drill hole location maps, a 2015 drilling project report, a data acquisitions summary, past memos and permits, and historical ore reserve estimates by Conoco in 1978 and 1981. In addition, log data was inventoried and includes summaries of mineralized drill hole intercepts with grade, thickness, and local survey coordinates for drill holes. Those projects without down-hole electric logs were evaluated for exploration potential which is detailed herein.

An exploration target was estimated for several of the properties within the Butler Ranch Project area. The table below contains the results from this estimate. These estimates were derived from historical maps with mineral intercept data. No data on these maps could be confirmed by drill logs so these resources could not be classified. These properties are clearly targets for further exploration in the future.

Historical maps were used to map exploration targets at Butler Ranch. These maps were developed by previous owners of Butler Ranch. The mineral intercept data on each map was evaluated and a 0.10 GT contour was drawn around the trend as a mineral outline. The area inside of the mineral outline was calculated using AutoCAD. Both a minimum GT (cutoff of 0.10) and a weighted average GT (0.37) were used with the weighted average of the nearby Turner property as the analog since this trend closely resembled the trends on the exploration target properties. The weighted average GT and the calculated trend areas were then used to calculate pounds using the same equation as the classified mineral estimate. The conversion constant (20) and tonnage factor (17.0) were used for the exploration target.

Four distinct trends were identified with the historical maps.

Rosita Butler Ranch – Exploration Target Estimate of U3O8 lbs
Trend	Property	Host Strata	Acreage	Area (ft2)	Estimated Pounds at GT Cutoff	Estimated Pounds Turner Analog
1	Moczygemba	Tordilla	3.71	161,608	19,000	69,000
2	Zunker	Tordilla	14.08	613,325	72,000	264,000
3	Garcia	Dubuse/Stone switch	28.91	1,259,320	148,000	541,000
4	Dziuk	Tordilla	1.74	75,794	9,000	33,000
Totals				2,110,047	248,000	907,000

Planned Work

The Company’s planned work will focus on commencing uranium extraction from Upper Spring Creek – Brown. The necessary initial steps include the completion of the regulatory approvals of the amendment to the Radioactive Materials License RO3653, Class I UIC non-hazardous liquid byproduct disposal well, and the Production Area Authorization. Additional planned work includes the installation of the wellfield patterns, wellfield infrastructure, and the satellite IX facility for the site. The intent of this work is to start uranium extraction in 2025. Additionally, the Company intends to conduct additional exploratory drilling on the Geffert property to identify additional Mineral Resources and increase confidence of the reported inferred Mineral Resources. In 2026, the Company will file applications to amend the RML RO3653 to incorporate Upper Spring Creek–Brevard and file applications for Class III and Class I Underground Injection Control permits for Upper Spring Creek–Brevard.

Alta Mesa Project (Alta Mesa CPP), Brooks County, TX

The Alta Mesa Project is a fully licensed and constructed CPP, located on over 203,000 acres of private land. Total operating capacity is currently approximately 1.5 million lbs. U3O8 per year. Alta Mesa historically produced approximately 4.6 million lbs. of U3O8 between 2005 and 2013, when full production was curtailed because of low uranium prices at the time by the previous owner.

The following technical and scientific description of the Alta Mesa Project is based in part on the report titled “Alta Mesa Uranium Project, Brooks County, Texas, USA, S-K 1300 Technical Report Summary” and “Alta Mesa Uranium Project, Brooks County, Texas, USA, National Instrument 43-101, Technical Report” dated February 19, 2025 and effective

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December 31, 2024 prepared by Stuart Bryan Soliz, PG of SOLA Project Services. (the “Alta Mesa Technical Report Summary”). The Alta Mesa Technical Report Summary was prepared in accordance with S-K 1300. The Alta Mesa Project does not have known “Mineral Reserves” and is therefore considered under SEC S-K 1300 definitions to be an Exploration Stage Property.

Property Description and Location

The Alta Mesa Project is an Exploration Stage ISR uranium mining project located in south Texas. The Alta Mesa Project lies within the southern part of the South Texas Uranium Province. Uranium deposits in the South Texas Uranium Province extend from Starr County at the international border with Mexico northeastward through Zapata, Jim Hogg, Brooks, Webb, Duval, Kleberg, McMullen, Live Oak, Bee, Atascosa, Karnes, Wilson, Goliad, and Gonzales counties. The Alta Mesa Project is located entirely within private land holdings of the Jones Ranch. The Jones Ranch is an approximately 380,000-acre ranch that was founded in 1897, and enCore controls over 200,000 of the 380,000 acres with mineral leases and options for uranium exploration and development.

The Alta Mesa Project is comprised of the Alta Mesa Mining Lease and the Alta Mesa CPP. The Alta Mesa Project consists of 4,597 acres. The active mine and CPP are located on the Alta Mesa project area approximately 35.5 miles southwest of Falfurrias via US Highway 281 to Ranch Road 755 to Ranch Road 430 to CR 314 to CR 315, Encino, Texas 78353, in Brooks County, Texas.

Ownership

Mineral Rights

Royalty agreements have been established with mineral and surface owners. Furthermore, surface owners are paid an annual rental to hold the surface on behalf of enCore. Additionally, the agreements also provide for additional charges to the surface owner to cover surface damages and for reduction of husbandry grazing during field operations.

Amended and Restated Uranium Solution Mining Lease

The Uranium Solution Mining Lease, originally dated June 1, 2004, covers approximately 4,598 acres, out of the “La Mesteñas” Ysidro Garcia Survey, A-218, Brooks County, Texas and the “Las Mesteñas Y Gonzalena” Rafael Garcia Salinas Survey, A-480, Brooks County, Texas. These have been superseded by the Amended and Restated Uranium Solution Mining Lease dated June 16, 2016, as part of the share purchase agreement between enCore and the various holders of the Mesteña project. The Lease now comprises Tract 5 and a portion of Tracts 1, 4, and 6 of “W.W. Jones Subdivision”, said tract being out of the “La Mesteña Y Gonzalena” Rafael Garcia Salinas Survey, Abstract N0. 480 and the “La Mesteñas” Ysidro Garcia Survey, Abstract No. 218, Brooks County, Texas. The Lease now covers uranium, thorium, vanadium, molybdenum, other fissionable minerals, and associated minerals and materials under 4,597.67 acres.

The term of the amended lease is fifteen (15) years which commenced on June 16, 2016, or however long as the lessee is continuously engaged in any mining, development, production, processing, treating, restoration, or reclamation operations on the leased premises. The amended lease can be extended by the Lessee for an additional 15 years.

The lease includes provisions for royalty payments on net proceeds, less allowable deductions, received by the Lessee. The royalties range from 3.1% to 7.5% depending on the price received for the uranium. The lease also calls for a royalty on substances produced on adjacent lands but processed on the leased premises. The table below illustrates royalty details.

Amended Uranium Solutions Mining Lease Royalties

Royalty Holders	Number of Acres	Lessor Royalty	Primary Term
Mesteña Unproven Ltd.	4,597.67 +/-	7.5% Market value > $95.00/lb. U3O8	15 years from amendment date with option for additional 15 years or as long uranium mining operations continue
Jones Unproven Ltd.	4,597.67 +/-	6.25% of Market Value > $65/lb. U3O8	15 years from amendment date with option for additional 15 years or as long uranium mining operations continue

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Mesteña Unproven Ltd.	4,597.67 +/-	3.15% of Market Value > $65/lb. U3O8	15 years from amendment date with option for additional 15 years or as long uranium mining operations continue
Jones Unproven Ltd.	4,597.67 +/-	3.15% of Market Value > $65/lb. U3O8	15 years from amendment date with option for additional 15 years or as long uranium mining operations continue

Amended and Restated Uranium Testing Permit and Lease Option Agreement

The Uranium Testing Permit and Lease Option Agreement (see table below), originally dated August 1, 2006, covers all land containing mineral potential as identified through exploration efforts and covers uranium, thorium, vanadium, molybdenum, and all other fissionable materials, compounds, solutions, mixtures, and source materials; this agreement has been superseded by the Amended and Restated Uranium Testing and Lease Option Agreement dated June 16, 2016, as part of the share purchase agreement between enCore Energy and the various holders of the Mesteña project. It now covers 195,501 acres.

The term of the amended lease and option agreement is for eight (8) years which commenced on June 16, 2016. The amended lease and option agreement has been extended by the grantee for an additional seven (7) years by certain payments conducted in April 2024. The Lease Option was further amended to extend the lease option period by an additional five (5) years in June 2024.

Amended and Restated Uranium Testing Permit and Lease Option Agreements Royalties

Royalty Holders	Number of Acres	Lessor Royalty	Primary Term
Mesteña Unproven Ltd.	195.501 +/-	7.5% Market value > $95.00/lb. U3O8	8 years from amendment date with option for additional 7 years or as long uranium mining operations continue
Jones Unproven Ltd.	195.501 +/-	6.25% of Market Value > $65/lb. & </= $95/lb. U3O8	8 years from amendment date with option for additional 7 years or as long uranium mining operations continue
Mesteña Unproven Ltd.	195.501 +/-	3.15% of Market Value > $65/lb. U3O8	8 years from amendment date with option for additional 7 years or as long uranium mining operations continue
Jones Unproven Ltd.	195.501 +/-	3.15% of Market Value > $65/lb. U3O8	8 years from amendment date with option for additional 7 years or as long uranium mining operations continue

Surface Rights

The mineral leases and options include provisions for reasonable use of the land surface for the purposes of ISR mining and mineral processing. Alta Mesa is a fully licensed, operable facility with sufficient sources of power, water, and waste disposal facilities for operations and aquifer restoration. While the current staff level has been reduced, sufficient local personnel were available for mine operations. Alta Mesa LLC, either has in place or can obtain the necessary permits and/or agreements, and local resources are sufficient for current and future ISR operations within the Project. Amended surface use agreements have been entered into with all the surface owners on the various prospect areas as part of the Membership Interest Purchase Agreement between Energy Fuels Inc and the various holders of the Mesteña Project.

Amended surface use agreements have been entered into with all the surface owners on the various prospect areas as part of the Membership Interest Purchase Agreement between Energy Fuels Inc and the various holders of the Mesteña Project. These amended agreements, unchanged from those originally entered into on June 1, 2004, provide, amongst other things, for stipulated damages to be paid for certain activities related to the exploration and production of uranium.

Specifically, the agreements call for U.S. Consumer Price Index (CPI) adjusted payments for the following disturbances: exploratory test holes, development test holes, monitor wells, new roads, and related surface disturbances. The lease also outlines an annual payment schedule for land taken out of agricultural use around the area of a deep disposal well, land otherwise taken out of agricultural use, and pipelines constructed outside of the production area.

Surface rights are expressly stated in the lease and in general provide the lessee with the right to ingress and egress, and the right to use so much of the surface and subsurface of the leased premises as reasonably necessary for ISR mining. Open pit and/or strip mining are prohibited by the lease.

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State and Local Taxes and Royalties

Ad valorem tax rates per $100 of taxable value applicable to tangible property and royalty for 2022 were as follows:

•Brooks County 0.773160

•Brooks County Rd and Bridge 0.072987

•Brooks County Independent School District 1.411298

•Brooks County FM FC 0.042863

•Brush Country Groundwater 0.015263

Accessibility

The Project is accessible year-round and is located approximately 11 miles west of the intersection of US Highway 281 (paved) and North Farm to Market Road 755 (paved), 22 miles south of Falfurrias, Texas.

Infrastructure

The Alta Mesa Project is well supported by nearby towns and services. Larger cities, Corpus Christi, McAllen and Laredo, are each about 100 miles or less from the site and are ready sources of materials and equipment. Major power lines are located across the Alta Mesa Project and are accessed for electrical service. The road system is comprehensive and well maintained and used for shipment of materials and equipment.

Human resources are employed from nearby population centers. Numerous local communities provide sources for labor, housing, offices and basic supplies. enCore utilizes local resources when and where possible supporting the local economy.

The site has uranium drill holes and related infrastructure (e.g., small mud pits temporarily constructed to facilitate drill operations and water supply ponds), trucks and other equipment, historic and new wellfields, a CPP, administration building, shop and warehouse, environmental office, logging building and test pits.

The site has telephone and internet service in the form of a T-1 fiber optics line. The CPP has an automated control and monitoring system that allows remote monitoring of the facility and includes fail safe systems that can shut down portions of the system in the event of an upset condition. The facility is also fully secured with on-site and remote monitoring.

Water supply for the Project is from established and permitted local wells. Liquid waste from the processing facility is disposed via deep well injection through two permitted Underground Injection Control “UIC” Class I disposal wells. Solid waste is disposed off-site at licensed disposal facilities. No tailings or other related waste disposal facilities are needed.

Other land uses and associated infrastructure include, water wells, agricultural stock tanks/ponds, an aircraft landing strip located approximately 1.4 miles West of the CPP, cattle/horse ranches, and numerous caliche pits. In addition, agricultural cattle and horse grazing occurs in portions of the Project area and hunting stands and blinds are scattered throughout the area and are connected through a series of roads and senderos.

Oil and gas-related infrastructure on the Project includes oil and gas exploration and production wells, tank batteries, and numerous transmission and gathering pipelines.

Geology, Mineralization and Deposit

The Texas Gulf Coast comprises the western flank of the Gulf of Mexico sedimentary basin with active deposition throughout the mid to late Mesozoic Era and into the Cenozoic Era. Deposition is dominated by clastic sediments transported from continental highlands into the Gulf of Mexico basin for a period exceeding 50 million years. These sediments were transported to the coast by rivers and deposited in a variety of fluvial to marine depositional environments.

Structurally the Texas Gulf Coast consists of three regions, the Rio Grande Embayment, the San Marcos Arch, and the Houston Embayment. Other structural features found in the Texas Gulf Coast include the Stuart City and Sligo Shelf Margins, and the Wilcox, Frio, and Vicksburg Fault Zones.

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The San Marcos Arch is a broad gently sloping positive structural feature extending from the Llano Uplift in Central Texas to the Gulf Coast during the Ouachita Orogeny. The Rio Grande and Houston Embayment’s are thought to have resulted from subsidence induced by high rates of sedimentation (Dodge and Posey, 1981).

The Tertiary sediments deposited in the Rio Grande and Houston Embayment’s are characterized by deltaic sands and shales. High rates of clastic deposition resulted in the formation of normal listric growth faults. Constant sediment loading and coastal subsidence into the basin led to the accumulation of over 50,000 feet of Cenozoic strata into the Gulf Coast Basin.

Jurassic salt and younger shale diapirs are also present in the subsurface along the Gulf Coastal Plain. The displacement of shale and salt is generated by the accumulation of an excessive thickness of overburden sediment causing plastic flow of the more ductile sediments. The resulting structures may cause local faulting and/or dip reversal along with the formation of domes and anticlinal structures.

Within the South Texas Uranium Province, uranium mineralization occurs primarily in the Cenozoic sediments of the Miocene/Pliocene Goliad Formation, Miocene Oakville Formation, Oligocene/Miocene Catahoula Formation, and the Eocene Jackson Group. Project deposits occur in the Goliad Formation which is a major fluvial system that represents a low to moderate energy environment composed of isolated mixed-load channel-fill sands separated by thick inter-channel clays.

Uranium deposits are roll-fronts, typical to others found in the South Texas Uranium Province. Deposit genesis is related to the presence of highly reduced groundwater systems generated from the biogenic decomposition of natural gas and/or hydrogen sulfide seepage derived from deeper formations through localized faulting. At Alta Mesa, uranium bearing groundwater moved from northwest to southeast within the Goliad Formation and encountered reduction zones associated with the Vicksburg fault system and the Alta Mesa salt dome and associated faulting which allowed the introduction of organics and other fluids upward through faults and fractures.

The deposits are characterized by numerous vertically stacked roll-fronts controlled by stratigraphic heterogeneity, host lithology, permeability, reductant type and concentration, and groundwater geochemistry. Individual roll-fronts are a few tens of feet wide, 4 to 10 feet thick, and often thousands of feet long. Collectively, roll-fronts result in an overall deposit that is up to a few hundred feet wide, 50 to 75 feet thick and continuous for miles in length.

History

In the early 1970’s through June of 1985, Chevron Minerals held Project mineral leases. In 1985, Chevron allowed leases to expire reverting rights back to landowners.

From July 1988 to 1993, total minerals held the mineral the leases. Total engaged URI to complete a feasibility study of the project. In 1993, Total relinquished mineral leases to Cogema under directive from the French government.

From 1993 to 1996, Cogema held the Alta Mesa mineral leases, but once relinquished were acquired by URI. URI held the mineral leases from 1996 to 1998, and during their tenure obtained the Radioactive Material License.

In 1999, Mesteña Uranium LLC was formed by the landowners. Mesteña completed most of the drilling on the project and began construction of the ISR facility in 2004. Production began in the fourth quarter of 2005 and Mesteña operated the facility through February 2013. Due to downturn in the uranium market, in 2013 the project was put into care and maintenance standby.

Mesteña acquired the adjacent Mesteña Grande projects in 2006 through the execution of the Uranium Testing Permit and Lease Option to explore on mineral rights outside of the existing Uranium In-Situ Mining Lease with the expectation that additional mineralized uranium resources could provide future feed for the Project.

On June 17, 2016, Energy Fuels acquired the Project, including both the Alta Mesa and Mesteña Grande projects.

In November 2022, enCore entered into a Membership Interest Purchase Agreement dated November 14, 2022, with EFR White Canyon Corp., a subsidiary of Energy Fuels, to acquire four limited liability companies that together hold 100% of the Project. Acquisition cost was US$120 million USD payable in a combination of cash and vendor take-back convertible note secured against the assets.

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In February 2024, the Company entered a joint venture with Boss to develop and advance the Project. enCore retains ownership of 70% of the project and Boss holds 30%. Prior to 2023, all drilling was considered historical. Initial drilling at the Alta Mesa portion of the project was done by Chevron between 1981 and 1984 when they drilled approximately 360 holes. These holes included exploration, some coring and well completions. Minor drilling and monitor well installation were also completed by Total Metals and Cogema. Most of the drilling was completed by MULLC between 1999 and 2013. From these drill programs, drill data is available for a total of 10,744 drill holes in the Alta Mesa portion of the project of which 5,620 drill holes were considered barren. Of the remaining 5,124 drill holes approximately 3,000 are within the existing wellfields. However, many of the drill holes within the wellfield have mineralized intercepts in sands that were not mined either above or below the mining units. Wellfields PAA-1 through PAA-3 were mined within the Goliad middle C sand. Wellfield PAA-5 was mined within the B sand and wellfields PAA-4 and PAA-6 are within the lower C sand. In addition, data is available for 460 drill holes in the Mesteña Grande portion of the Project.

Uranium was first discovered in Texas via airborne radiometric surveys in 1954 along the northern boundary of the South Texas Uranium Province where host formations outcrop. These initial discoveries led to the development of numerous conventional open pit mines. Subsequent exploration primarily, by drilling, extended mineralization down dip from the outcrop. At Alta Mesa, oil and gas drilling had been ongoing since the 1930’s. The Alta Mesa deposits were discovered by Chevron in the mid 1970s while evaluating oil and gas geophysical logs for natural gamma signatures. From 1981 to 1984, Chevron drilled approximately 360 holes, collected core and completed some wells.

Total and Cogema conducted small drilling programs and installed some monitor wells. Most of the Project drilling was completed by Mesteña between 1999 and 2013.

Mesteña developed six wellfields or production areas, identified as PAA-1 through PAA-6. All production was from the Goliad; however, from different formation sands. PAA-1 through PAA-3 were mined within the Goliad middle C-Sand. PAA-5 was mined within the B-Sand and wellfields PAA-4 and PAA-6 are within the lower C-Sand. Many of the wellfield drill holes intersected mineralization in sands above or below the wellfields indicating additional mineral resource potential. Approximately, 3,000 holes are drilled within the wellfields.

Between 2005 and 2013, approximately 4.6 M lbs of uranium were produced by ISR mining. Maximum annual production achieved was 1.07 million pounds. Average annual production was 0.57 million pounds. The facility was in production from 2005 until February 2013, when the project was placed in care and maintenance due to unfavorable market conditions.

Permitting and Licensing

The most significant permits and licenses required to operate the Project are (1) the Source and Byproduct Materials License, which was issued by TCEQ (formerly Texas Bureau of Radiation Control) in 2002; (2) the Mine Area Permit issued by TCEQ in April 2000; and (3) Production Area Authorizations (UIC Class III) issued at various times since April 2000, two deep injection non-hazardous disposal wells (V wells) issued by TCEQ in April 2000 and an aquifer exemption issued by USEPA in 2002 and the area was expanded in a revised Aquifer Emption dated 2009. Similar permits would be required for the Mesteña Grande project area depending upon the nature of operations and their integration with the Alta Mesa facility.

PAA-1 has been mined, and the groundwater restoration has been approved by the TCEQ. PAA-2 through PAA-6 is either in standby or in the process of groundwater restoration. PAA-7 is currently being mined.

The status of the various federal and state permits and licenses are summarized in the table below

Permitting Status

Permit/License	Status
FCC - Radio License FRN0020106654	Active
Sewage System OSSF	Active
PAA-1	Active
PAA-2	Active
PAA-3	Active
PAA-4	Active
PAA-5	Active

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PAA-6	Active
PAA-7	Active
Uranium Exploration Permit 125	Active
Radioactive Material License - R05360	Timely Renewal
L05939 - Sealed Source RML for PFN	Active
TCEQ Aquifer Exemption	Active
EPA Aquifer Exemption	Active
UIC Class III Mine Area Permit UR03060	Timely Renewal
USCOE 404 exemption SWG-1998-02466	Active
UIC Class I disposal well permit WDW-365	Active
UIC Class I disposal well permit WDW-366	Active

Quality Assurance and Quality Control

enCore maintains written standard operating procedures for drilling, lithological logging and geophysical logging. Virtually all drilling completed by enCore for the purposes of exploring and resource development consists of rotary drilling. enCore collected rotary mud samples for lithological logging by 5-foot increments. Lithological logs of the samples are completed in the field by geologists following the standard written procedures and using standard lithological log forms.

Drill hole locations are staked in the field using a Trimble hand-held GPS capable of sub-meter accuracy. The holes are surveyed prior to drilling. Field surveys of 8 exploration drill holes and one well with the Alta Mesa GPS unit as a check. The well location was within 0.13 feet of the recorded location. The drill hole locations deviated from the reported location by 1.33 to 11.28 feet with an average variance of 6.06 feet. It is this author’s conclusion that the majority of the variance is due to the driller not accurately locating the drill hole at the staked location rather than the accuracy of the GPS unit, and thus, recommends that the drill hole location procedure be modified to include both pre and post drilling surveys of the drill holes.

Past drilling practices were conducted in accordance with industry standard procedures and the most recent drilling conducted by enCore, confirmed historical drill results in previously intersected mineralization for thickness, grade and location.

Sample Preparation, Analysis, and Security

Sample Methods

Samples are collected from drill holes for drill cuttings, down hole geophysics and core samples. Cores are the only samples that are prepared and dispatched to an analytical or testing laboratory. Cuttings and geophysical data are prepared and analyzed in house. Sampling, sample preparation and security are described in the following sections.

Down Hole Geophysical Data

Continuous measurement of down hole geophysical properties is measured from total hole depth to surface. Geophysical data is collected using logging probes equipped with gamma, resistivity, SP, PFN and down hole survey logging tools. This suite of logs is ideal for defining lithologic units in the subsurface. The resistivity and spontaneous potential tools are used to define lithology by qualitative measurements of water conductivities.

The gamma tool provides an indirect measurement of uranium content. Gamma radiation is measured in one-tenth foot intervals and converted to gamma ray readings measured in counts-per-second into %-eU3O8. Equivalent percent uranium grades are reported in one-half foot increments.

The PFN tool provides a direct measurement of uranium around the borehole. The pulsed neutrons sources electronically generate neutrons which causes fission of U235 in the formation. Tool detectors count epithermal and thermal neutrons returning from the formation providing a direct measurement of formation uranium content.

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Drill holes are also down hole surveyed measuring deviation by azimuth and declination, providing a holes true bottom location and depth.

enCore samples all drill holes with gamma, resistivity, spontaneous potential and down hole survey. Due to cost and time, enCore only PFN samples mineralized intervals with gamma measured grades above 0.02 %-eU3O8.

To ensure geophysical data quality control, tools are calibrated at a US Department of Energy test pit in George West, Texas. PFN tools are calibrated using onsite test pits. Test pit have known uranium source concentration and using industry calibration procedures tools are calibrated, to ensure consistent measurement and reporting of uranium concentrations from US deposits.

PFN Calibration

The table below reflects a typical calibration curve for the PFN tool.

PFN Tool Calibration

Disequilibrium

Radioactive isotopes decay until they reach a stable non-radioactive state; the radioactive decay chain isotopes are referred to as daughters. When all the decay products are maintained in close association with the primary uranium isotope U238 for the order of a million years or more, the daughter isotopes will be in equilibrium with the parent isotope (McKay et.al., 2007). Disequilibrium occurs when one or more decay products are dispersed because of differences in solubility between uranium and its daughters. Disequilibrium is considered positive when there is a higher proportion of uranium present compared to daughters and negative where daughters accumulate, and uranium is depleted. The disequilibrium factor (DEF) is determined by comparing radiometric equivalent uranium grade eU3O8 to chemical uranium grade. Radiometric equilibrium is represented by a DEF of 1, positive DEF by a factor greater than 1, and negative DEF by a factor of less than 1. Total Minerals Incorporated applied a positive DEF of 1.13 to their Mineral Resource estimation (Total, 1989). Whereas Mesteña relied on PFN log data for determination of uranium grade and this method is a direct measurement of uranium content not equivalent radiometric assay, assessment of DEF is not applicable in this case where 92.8% of the data is PFN assay. The table below shows a disequilibrium graph comparing natural gamma U3O8 equivalent grades with PFN assays.

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Disequilibrium Graph: Natural Gamma vs. PFN Grade

Drill Cuttings

Drill cuttings are collected at 5-foot intervals while drilling. Samples are arranged on the ground in order of depth to show changes in lithology and color. Lithology and color are recorded on a lithology log for entire hole depth. Particular attention is paid to color in the mineralized sand to assess oxidation/reduction potential. Cuttings are not chemically assayed as drilling mud will contaminate samples and precise sample location or depth cannot be determined from cuttings.

Core Samples

Core samples are collected to conduct chemical analyses, metallurgical testing, and testing of physical parameters of lithologic units. Retrieved cores are measured to determine core recovery. Cores are also washed, photographed and described. In preparation for laboratory analysis, to maintain moisture content and prevent oxidation, core is wrapped in plastic, boxed and frozen or iced.

Laboratory Analysis

When core is collected in the field, it is immediately rinsed, measured for length, split in half and photographed. One half of the core is sampled in 1-foot increments and either wrapped in plastic or vacuum sealed to maintain moisture content and prevent oxidation, boxed, frozen or iced and transferred to an analytical or testing laboratory.

The other half of core is split into quarters. One quarter is preserved as previously described, and the other quarter is used to describe lithologic characteristics (i.e., lithology, color, grain size and fraction).

Core preserved for testing is used for leach amenability determination. Leach amenability studies are intended to demonstrate that the uranium mineralization is capable of being leached and determination of the optimal mining lixiviant chemistry. Typically, sodium bicarbonate is used as the source for a carbonate complexing agent to form uranyldicarbonate (UDC) or uranyltricarbonate ion (UTC), and Oxygen or Hydrogen peroxide are used as the uranium-oxidizing agent. Tests are not designed to approximate in-situ conditions (permeability, porosity, pressure) but are an indication of an ore’s reaction rate and potential uranium recovery.

enCore adheres to security measures using Chain of Custody procedures to ensure the validity and integrity of samples through the analysis process. enCore may sample and transfer duplicate samples to assess reliability and precision of analytical results for quality control of sample collection or laboratory analysis procedures.

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Core samples are submitted to an analytical or testing laboratory that is certified through the National Environmental Laboratory Accreditation Program, which establishes and promotes mutually acceptable performance standards for the operation of environmental laboratories. The standards address analytical testing, with State and Federal agencies and serve as accrediting authorities with coordination facilitated by the EPA to assure uniformity.

Opinion on Adequacy

It is the opinion of the QP to the Alta Mesa Technical Report Summary, that enCore’s sample preparation, methods of analysis, and sample and data security procedures adhere to acceptable industry standard procedures.

With respect to historical sample preparation, analysis and security of other previous operators, this information is not available and cannot be confirmed.

It is the opinion of this QP that there are no known sampling preparation, analysis and security factors that could materially affect the accuracy and reliability of results.

Data Verification

The QP visited the site on January 7, 2025, to inspect the site and verify data in the technical report.

The previous owner/operator, Mesteña Uranium LLC, who conducted most of the drilling on the project had written procedures for the collection of drill data including lithological logging, natural gamma logging, and PFN logging, and for the entry of said data into the Geographic Information System (GIS) based master database.

Data Confirmation

To verify data, the following steps were taken by the QP to review:

•SOP’s for drilling procedures, lithological and geophysical logging, and coring,

•Drilling, lithological and geophysical logging in the field,

•Geologists’ interpretation of lithology comparing drill cuttings to resistivity and SP geophysical results,

•Raw downhole geophysical data, grade calculations from raw data, and compositing method used to calculate average mineral grade and determine thickness,

•Geologists’ interpretation of deposit characteristics from gamma and PFN downhole geophysical data,

•Historic core information,

•Workflow and data management including collection, processing, interpretation, digital documentation and database storage; and,

•Geophysical calibration records.

Limitations

Coring was not observed in the field as no coring activities were conducted during the duration of the site visit; however, the data for previously collected and sampled core was reviewed.

Data Adequacy

A considerable amount of work has been done by enCore and previous operators to ensure an adequate data set exists for the Project. It is the QP’s opinion that the data used in this technical report is adequate for technical reporting.

Based on data quality, efforts of others, and the QP’s review, it is the opinion of the QP that there are no known data factors that will materially affect the accuracy and reliability of results.

Mineral Extraction Activities

Mineral Resources

The following table shows the extraction history from the beginning of extraction activities in June 2024 to December 31, 2024 from the South Texas Integrated ISR Project:

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Project	2024
Alta Mesa ISR Project
Pounds U3O8 (000)	190,000

Mineral resources that are not mineral reserves have no demonstrated economic viability and do not meet the requirement for all the relevant modifying factors. Stated mineral resources are derived from estimated quantities of mineralized material recoverable by ISR methods.

Key Assumptions, Parameters and Methods

Key Assumptions

•Mineral resources have been estimated based on the use of the ISR extraction method and yellowcake production,

•Price forecast, production costs and an 80% metallurgical recovery were used to estimate mineral resources.

•Average wellfield recovery of 80% that accounts for dilution from mining hydro logic efficiency and metallurgical recovery,

•Average plant recovery of 98%; and,

•Average uranium price of $83.43 based on TradeTech’s Uranium Market Study 2023: Issue 4.

Key Parameters

•The mineral resources estimates are based on data collected from drill holes,

•Grades (% U3O8) were obtained from gamma radiometric probing of drill holes and checked against assay results to account for disequilibrium,

•Average density of 17.0 cubic feet per ton was used, based on historical sample measurements,

•Minimum grade to define mineralized intervals is 0.020% eU3O8,

•Minimum mineralized interval thickness is 1.0 feet,

•Minimum GT (Grade x Thickness) cut-off per hole per mineralized interval for grade-thickness contour modeling is 0.30 feet% U3O8,

•Mineralized interval with GT values below the 0.30 feet% U3O8 GT cut-off is used for model definition but are not included within the mineral resource estimation,

•Average annual production rate of approximately 0.4 million pounds,

•Average annual estimated operating costs of $27.44 per pound,

•Average annual estimated wellfield development costs of $11.33 per pound; and,

•Average annual restoration and reclamation costs of $2.94 per pound.

Key Methods

•Geological interpretation of the orebody was done on section and plan from surface drill hole information,

•The orebody was modeled creating roll-front outlines for each of the deposit’s individual mineralized zones,

•Pre-wellfield development, mineral resources within the roll-front outlines were estimated by grade-thickness averaging, where the variable of uranium grade is multiplied by interval thickness and averaged within the roll-front outline,

•Post-wellfield development, mineral resources within the roll-front outlines were estimated by grade-thickness contouring, where the variable of uranium grade is multiplied by interval thickness and contoured area,

•Wellfield recovery, lixiviant uranium head grades, wellfield flow rates and production requirements were used to define production sequencing; and,

•Geological modeling and mining applications used was ArcGIS Pro.

Resource Classification

Mineral resources are disclosed as required by United States Code of Federal Regulations, Title 17, Chapter II, Part 229, §229.1303 and §229.1304, and are based upon and accurately reflect information and supporting documentation prepared by the QP, as defined in §229.1300.

The following classification criteria for each mineral resource category are applied for alignment with §229.1300 definitions of Measured, Indicated and Inferred mineral resources.

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Measured Mineral Resources

Drilling is denser than 50 x 200 feet spacing for mineralized zones characterized by a uniform and easily correlatable roll-front morphology, from one drilling fence line to another. Mineralization must be continuous between drill fences. The hydrogeological properties of the hosting horizon are studied by aquifer pump tests. The amenability of mineralization to ISR mining is demonstrated by laboratory leach tests. Mineralization is characterized by sufficient confidence in geological interpretation to support detailed wellfield planning and development with no or very little changes expected from additional drilling.

Indicated Mineral Resources

Drilling density equivalent to or denser than 50 x 200 feet spacing for mineralized zones characterized by a uniform and easily correlatable roll-front morphology, from one drilling fence line to another. Mineralization must be continuous between drill fences. The hydrogeological properties of the hosting horizon are studied by aquifer pump tests. The amenability of mineralization to ISR mining is demonstrated by laboratory leach tests. Mineralization is characterized by sufficient confidence in geological interpretation to support wellfield planning and development with some changes expected from additional drilling.

Inferred Mineral Resources

Drilling density equivalent to about 800 feet spacing for mineralized zones characterized by less uniformity and not easily correlatable roll-front morphology, from one drilling fence line to another. Mineralization must be continuous between drill fences but there is less confidence in geologic interpretation. The hydrogeological properties of the hosting horizon are studied by aquifer pump tests. The amenability of mineralization to ISR mining is demonstrated by laboratory leach tests. Mineralization is characterized by insufficient confidence in geological interpretation to support wellfield planning and development due to significant changes expected from additional drilling.

Mineral Resource Estimates

A summary of the Project’s mineral resource estimates is provided in the table below.

Summary of Uranium Mineral Resources at the Alta Mesa ISR Project as of December 31, 2024

(Based on a metal price of $83.43/lb. U3O8)

Category	Tons (x 1,000)	Avg Grade (%) U3O8	Total Lbs (x 1000) U3O8
Measured	263.7	0.136	691.4
Indicated	630.0	0.150	1,894.5
Total Measured and Indicated	894.0	0.145	2,585.9
Inferred	2,223.4	0.112	5,200.5
Total Inferred	2,223.4	0.112	5,200.5

Notes:

1enCore reports mineral reserves and mineral resources separately. Reported mineral resources do not include mineral reserves.

2The geological model used is based on geological interpretations on section and plan derived from surface drill hole information.

3Mineral resources have been estimated using a minimum grade-thickness cut-off of 0.30 ft% U3O8.

4Mineral resources are estimated based on the use of ISR for mineral extraction.

5Inferred mineral resources are estimated with a level of sampling sufficient to determine geological continuity but less confidence in grade and geological interpretation such that inferred resources cannot be converted to mineral reserves.

Mining, Processing and Recovery Methods

Mining Method

enCore is mining uranium using ISR. An alkaline leach system of carbon dioxide and oxygen is used as the extracting solution. Bicarbonate, resulting from the addition of carbon dioxide to the extracting solution, is the complexing agent. Oxygen is added to oxidize the uranium to a soluble +6 valence state.

ISR has been successfully used for over five decades in the United States as well as in other countries such as Kazakhstan and Australia. ISR mining was developed independently in the 1970s in the former USSR and U.S. for extracting uranium from sandstone hosted uranium deposits that were not suitable for open pit or underground mining. Many sandstones host deposits that are amenable to ISR, which is now a well-established mining method. As discussed in Section 5.0, Alta Mesa

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is an operating mine that was in production from 2005 to 2013, with resumption of production in 2024, demonstrates that uranium can be mobilized and recovered with an oxygenated carbonate lixiviant.

Mine Designs and Plans

Production and injection wells are installed to facilitate the in-situ mining process. Injection wells are used to inject chemically fortified natural groundwater into the ore body liberating uranium. Production wells are used to recover the uranium rich waters by pumping the production fluid to the surface. Wells are completed in only one mineralized zone at a time and in a manner that focuses fluid flow across the deposit.

The fundamental production unit for design and production planning or scheduling is the pattern. A pattern is comprised of a production well and some number of injection wells.

Typical well patterns used are alternating single line drive, staggered line drive and five-spot. Pattern configuration is determined by the size and shape of the deposit, hydrogeological properties of the uranium bearing formation and mining economics.

Patterns are grouped into production units referred to as wellfields or modules. Modules form a practical means for design, development and production, where groups of 10-15 production wells and their associated injections wells are designed, constructed and operated, serving as the fundamental operating unit for distribution of the alkaline leach system.

To further facilitate planning, wellfields are grouped into PAAs. PAAs represent a collection of wellfields for which baseline data, monitoring requirements, and restoration criteria have been established. This data is included in the Production Area Authorization Application that is submitted to the TCEQ for approval prior to injection into a new mine unit.

An economic wellfield must cover the construction costs associated with well installation, connection of wells to piping that conveys the leach system between wellfields and the processing plant, and wellfield and plant operating costs.

To establish baseline data, monitoring requirements and restoration criteria, baseline production zone and non-production zone monitor wells are installed for each mine unit.

Baseline monitor wells are completed in the wellfield within the deposit hosting sandstone to establish baseline water restoration criteria of the wellfield production zone. Perimeter monitor wells are installed in a ring around the entire wellfield. This ring is setback approximately 400 feet from the patterns and 400 feet apart. This monitor well ring will be used to ensure mining fluids are contained within the wellfield.

Monitor wells will also be completed in non-production zone hydro-stratigraphic units above (overlying) and, if required below (underlying), the production zone to monitor the potential for vertical lixiviant migration. These monitor wells will be completed in the first overlying aquifer. In the event a second overlying aquifer is identified, the thickness and integrity of the intervening aquitard will be evaluated to determine if the second aquifer will require monitoring.

Each injection and production well will be connected within a network of polyethylene pipe to an injection or production manifold. Manifolds are fitted with meters, valves, and pressure gauges to measure and regulate flow to and from the wells. The manifolds are connected to larger trunk line pipes that convey fluids to and from the wellfield and CPP.

Since the climate is mild with winter temperatures rarely below freezing for prolonged periods of time, the production and injection pipelines and manifolds are not required to be buried below the ground. In colder climates ISR wellfields also need structures to house the manifolds and associated valves and instrumentation to prevent them from freezing. This expense is not necessary in south Texas. The ability to use surface piping reduces wellfield capital costs and reclamation costs.

Uranium is produced in wellfields by the dissolution of water-soluble uranium minerals from the deposit using a lixiviant at near neutral pH ranges. The lixiviant contains dissolved oxygen and carbon dioxide. The addition of carbon dioxide increases the bicarbonate level; however, the natural bicarbonate in the ground is generally high enough that additional CO2 is not needed. The oxygen oxidizes the uranium, which is then complexed with the bicarbonate. The uranium-rich solution is then pumped from the production wells to the CPP for uranium concentration with ion exchange (IX) resin. A slightly greater volume of water is recovered from the hydro-stratigraphic unit than is injected, referred to as “bleed”, to create an

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inward flow gradient towards the wellfields. Thus, overall production flow rates will always be slightly greater than overall injection rates. This bleed solution is disposed, as permitted, via injection into Class I DDW’s.

Production Rates and Expected Mine Life

Flow rate and head grades will be maintained to achieve annual production rate. New wellfields will be developed and commissioned at a rate to ensure adequate head grades are maintained as operating wellfields are depleted to achieve production objectives.

Production rate was calculated using a production model as shown below. The production model was applied to mineral resources using the following parameters:

•Average recovery well flow rate of 45 gpm

•Maximum CPP flow rate of 7,500 gpm

•Average feed grade of 60 ppm U3O8

•80% mineral recovery in 32 months

For 2024, the Alta Mesa the Project’s wellfield solution head grades peaked at approximately 140 mg/L U3O8 and averaged approximately 65 mg/L U3O8.

Production Forecast Model

Mine Construction

In February 2023, enCore completed the acquisition of the Project from Energy Fuels, Inc establishing ownership of a second south Texas uranium processing plant. In March, the company announced its formal decision to resume commercial operations in early 2024 and commenced pre-construction and drilling activities preparing staging areas, drill pads and identification of equipment requiring maintenance or repair.

From March 2023 to Q2 2024, enCore renovated the CPP with equipment upgrades and refurbishments to the IX, elution and yellowcake processing circuits. During this timeframe, enCore also advanced mine development. The Project includes existing and new near-term production areas such as PAA-6 and PAA-7, which are fully permitted. Development is progressing in PAA-7, and brownfield drilling is being conducted in PAA-8, PAA-9 and PAA-10.

In PAA-7, 943 holes were drilled of which 224 were deemed suitable for further development into injection and production wells. In PAAs 8 through 10, 161 holes were drilled targeting mineralization in multiple horizons.

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enCore commenced mining operations in PAA-7 in June 2024 and plans to ramp up production with a progressive process to advance and continually increase output. The plant has an operating flow capacity of 7,500 gpm. A new wellfield will be brought online on a near quarterly basis until the CPP name plate flow rate is achieved. The CPP has a design capacity of 2.0 million pounds U3O8 per year for IX elution, precipitation, slurry filtration, drying and packaging. The CPP has an IX uranium recovery capacity of 1.5 million pounds U3O8 per year through three separate IX circuits.

Flow rate and head grades will be maintained to achieve annual production rate. New wellfields will be developed and commissioned at a rate to ensure adequate head grades are maintained as operating wellfields are depleted to achieve production objectives.

Texas does not set a license capacity. It is determined by MILDOS estimates that were done in 2008, assuming 2 million pounds per year. We can change that without needing an amendments. The IX circuits have demonstrated the ability to capture and elute about 500,000 pounds per year.

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Alta Mesa Mine

Processing and Recovery

The CPP collects and processes uranium. The CPP processing circuits consists of IX, elution, precipitation, dewatering, drying and packaging. Part of enCore’s operational plan is to mine uranium from satellite properties processing product at one of the company’s CPPs.

In February 2024, enCore submitted the License R05360 Renewal and Amendment Application to the TCEQ requesting amendment to the existing license activities authorization to construct and operate remote ion exchange (RIX) facilities within the existing license area and to process resin for uranium extraction that is generated from other sources. RIX are self-contained stand-alone processing facilities with an IX circuit and a resin transfer system. RIX is the same uranium recovery process as IX in the CPP. Once uranium is recovered, loaded resin will be transferred via the resin transfer system and trucked to the CPP.

Ion Exchange

Uranium is recovered from pregnant lixiviant solution using the IX circuit. The IX circuit consists of three independent parallel process streams of four up-flow columns each that are operated in series. Each IX circuit has a 2,500 gallons per minute operational capacity for a total IX operational capacity of 7,500 gallons per minute. Each IX circuit has four (4) up flow IX columns each containing 500 cubic foot batch of anionic ion exchange resin to capture uranium from the pregnant lixiviant. The circuit does have a secondary downflow IX processing circuit downstream of the up-flow circuits to capture any residual uranium from the up-flow columns effluent. Production and Injection booster pumps are located upstream and downstream of the trains, respectively.

Vessels are designed to provide optimum contact time between pregnant lixiviant and IX resin. An interior stainless-steel piping manifold system distributes lixiviant evenly across the resin. The dissolved uranium in the pregnant lixiviant is

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chemically adsorbed onto the ion exchange resin. The resultant barren lixiviant exiting the vessels contains less than 2 ppm of uranium and is returned to the wellfield where oxygen and carbon dioxide are added prior to reinjection.

Bleed

A bleed is drawn from the injection stream prior to reinjection into the wellfield to maintain control of hydraulic conditions in the production zone. Bleed water is directed into the liquid waste stream and disposed of.

Elution Circuit

Loaded resin in the up-flow columns is eluted in-situ stripping uranium from the resin with a brine solution and forming a uranium rich eluate. The uranium rich eluate overflows from the up-flow columns and is then pumped to eluant tanks.

Precipitation Circuit

Uranium rich eluate is transferred to a precipitation circuit. Sulfuric acid is added to the uranium rich eluate lowering the pH to the range of 2 to 3 where the uranyl carbonate breaks down, liberating carbon dioxide and leaving free uranyl ions. Next, sodium hydroxide (caustic soda) is added to raise the pH to the range of 4 to 5. After this pH adjustment, hydrogen peroxide is added in a batch process to form an insoluble uranyl peroxide (UO2O2.H2O) compound. After precipitation, the pH is raised to approximately 7 and the uranium precipitated slurry is pumped to a filter press. The barren solution is disposed of via a deep injection well.

Filtering, Drying and Packaging

After precipitation, yellowcake is removed for washing, filtering, drying and product packaging in a separate building at the CPP. The yellowcake from the filter press is washed to remove excess chlorides and other soluble contaminants. The filter cake is transferred via progressive cavity pump to a yellowcake hopper and then to the yellowcake dryer.

The CPP is equipped with two rotary low temperature vacuum dryers. The yellowcake is dried at temperature ranging from approximately 176 to 212 °F. The dryer is an enclosed unit and heated by circulating propane heated oil through an external jacket. Drying time per batch typically ranges between 9 to 14 hours. The off gases generated during the drying cycle, which are primarily water vapor, are filtered through a bag house to remove entrained particulates and then condensed. Compared to conventional high temperature drying by multi-hearth systems, this dryer has no significant airborne particulate emissions.

The dried yellowcake is packaged into 55-gallon drums for storage before transport by truck to a conversion facility.

The yellowcake drying and packaging stations are segregated within the processing plant for worker safety. Dust abatement and filtration equipment is deployed in this area of the facility. Filled yellowcake drums are stored on a curbed concrete pad until transport.

Water Balance

The water balance is based on a production maximum flow rate of 7,500 gpm and a 1% bleed to maintain hydraulic control of the mine units. In the CPP water will be used for make-up and washdown at a rate of approximately 12 gpm from a local fresh water supply well. Restoration activities will include 250 gpm feed to an RO, with 175 gpm returned to the wellfield and 75 gpm to a liquid effluent management system that includes the use of six above ground 44,000-gallon storage tanks and water injection into permitted Class I injection wells.

Liquid Waste Disposal

The Project uses deep disposal wells for disposal of liquid waste generated during production and restoration. Alta Mesa has two disposal wells that are permitted under TCEQ’s Underground Injection Control Class I permit program.

Solid Waste Disposal

Waste classified as non-contaminated (non-hazardous, non-radiological) will be disposed of in the nearest permitted sanitary waste disposal facility. Waste classified as hazardous (non-radiological) will be segregated and disposed of at the nearest permitted hazardous waste facility. Radiologically contaminated solid wastes that cannot be decontaminated, are

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classified as 11.e.(2) byproduct material. This waste will be packaged and stored on-site temporarily and periodically shipped to a licensed 11.e.(2) byproduct waste facility or a licensed mill tailings facility.

Major Components	Cost US$000s (No Sales Tax)
Plant Refurbishments	$2,500
Wellfields	$23,400
Total	$25,900

Economic Analysis

The Alta Mesa Project economic analysis illustrates a cash flow forecast on an annual basis using Mineral Resources and an annual extraction schedule for the LOM NPV. A summary of taxes, royalties, and other interests, as applicable to extraction and revenue are also discussed, as well as the impact of significant parameters such as uranium sales price, and capital and operating costs to economic sensitivity. The analysis assumes no escalation, no debt, no debt interest, no capital repayment and no state income tax since Texas does not impose a corporate income tax.

enCore is using a uranium sales price ranging from $82.00 to $89.00 with an average sales price of $83.43.

The economic analysis assumes that 80% of the mineral resources and mineral reserves are recoverable. The pre-tax net cash flow incorporates estimated sales revenue from recoverable uranium, less costs for surface and mineral royalties, property tax in the form of ad valorem, plant and wellfield operations, product transaction, administrative and technical support, D&D, and restoration. The after-tax analysis includes the above information plus depreciated plant and wellfield capital costs, to estimate federal income tax.

Less federal tax, the Projects cash flow is estimated at $83.8 million or $42.89 per pound U3O8. Using an 8% discount rate, the Projects NPV is $63.4 M. The Projects after tax cash flow is estimated at $64.9 M for a cost per pound U3O8 of $52.03. Using an 8.0% discount rate, the Project’s NPV is $51.6 million.

Economic Analysis Forecast by Year with Exclusion of Federal Income Tax

Cash Flow Line Items	Units	Total or Average	$ per Pound	2025	2026	2027	2028	2029
Uranium Production as U3O81,2	Lbs 000s	2,068	-	313	351	400	314	406
Uranium Price for U3O83	US$/lb	83.4	0.0	84.3	83.8	83.3	82	84
Uranium Gross Revenue	US$000s	$172,536	-	$26,369	$29,390	$33,306	25,736	33,885
Less: Surface & Mineral Royalties	US$000s	$5,400	$2.61	$825	$920	$1,042	806	1,061
Taxable Revenue	US$000s	$167,135	-	$25,543	$28,470	$32,264	24,930	32,825
Less: Property Tax	US$000s	$617	$0.30	$48	$49	$65	96	67
Net Gross Sales	US$000s	$166,518	-	$25,495	$28,421	$32,199	24,834	32,758
Less: Plant & Wellfield Operating Costs	US$000s	$38,955	$18.84	$5,979	$6,386	$6,912	5,988	6,974
Less: Product Transaction Costs	US$000s	$1,209	$0.58	$183	$205	$234	183	237
Less: Administrative Support Costs	US$000s	$10,519	$5.09	$1,504	$1,504	$1,504	2,002	2,002
Less: D&D and Restoration Costs	US$000s	$6,070	$2.94	$0	$0	$0	-	346
Net Operating Cash Flow	US$000s	$109,765	-	$17,829	$20,326	$23,548	16,660	23,198
Less: Plant Development Costs	US$000s	$2,500	$1.21	$2,500	$0	$0	-	-
Less: Wellfield Development Costs	US$000s	$23,431	$11.33	$3,546	$3,976	$4,533	3,556	4,598
Net Before-Tax Cash Flow	US$000s	$83,834	-	$11,783	$16,350	$19,015	13,105	18,600

Taxes, Royalties and Other Interests

Federal Income Tax

Total federal income tax for LOM is estimated at $18.9 M for a cost per pound U3O8 of $9.13. Federal income tax estimates do account for depreciation of plant and wellfield capital costs.

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State Income Tax

The state of Texas does not impose a corporate income tax.

Production Taxes

Production taxes in Texas include property tax in the form of ad valorem tax. The Projects personal property (i.e., uranium facilities, buildings, machinery and equipment) are subject to property tax by the following taxing jurisdictions: Brooks County, Brooks County Roads & Bridges, Brooks County Independent School District, Brooks County Farm to Market & Flood Control Fund and Brush Country Groundwater Conservation District.

In 2024, Alta Mesa personal property was valued at $1.4 million and subject to the following tax rates resulted in 2024, property tax of $0.03 million.

Taxing Jurisdiction	Tax Rate	Market Value
Brooks County	0.792191	1,351,720
Brooks County Rd & Bridges	0.069828
Brooks County ISD	1.323800
Brooks CO FM & FC	0.038828
Brush County Groundwater Conservation District	0.010791
	2.24

All values are in US Dollars.

Royalties

Royalties are assessed on gross proceeds. The project is subject to a cumulative 3.0% surface and mineral royalty at an average LOM sales price of $83.43 per lb. U3O8 for $5.4 M or $2.61 per pound.

NPV v. Uranium Price

This analysis is based on a variable commodity price per pound of U3O8 and the cash flow results. The Project is most sensitive to changes in the price of uranium. A $5.0 change in the price of uranium can have an impact to the NPV of more than $8.0 million at a discount rate of 8%.

Sensitivity Analysis

Project economics are sensitive to changes in price of uranium, capital and operating costs. At an average sales price of $83.43 and discount rate of 8%, a $5.0 change in the price of uranium can have an impact to the NPV of more than $8.0

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million. Whereas a 5% change in operating and capital costs can have an impact to the NPV of approximately $2.0 and $1.0 million, respectively.

Planned Work

For 2025, the Company intends to conduct the following work at the Alta Mesa Project:

•Continue uranium extraction in the Phase 1 area of PAA 7.

•Start uranium extraction and expand wellfield capacity for Phase 2 to feed the 2nd IX circuit at the Alta Mesa CPP (West Plant)

•Install monitor wells for PAA 8.

•Conduct exploration drilling for the LC South and the D sand inferred resource areas.

Mesteña Grande Uranium Project, Brooks and Jim Hogg Cos, Texas

The Mesteña Grande Project is an ISR uranium project located in south Texas. The Project lies within the southern part of the South Texas Uranium Province. Uranium deposits in the South Texas Uranium Province extend from Starr County at the international border with Mexico northeastward through Zapata, Jim Hogg, Brooks, Webb, Duval, Kleberg, McMullen, Live Oak, Bee, Atascosa, Karnes, Wilson, Goliad, and Gonzales counties.

Part of enCore’s operational plan is to mine uranium from satellite properties processing IX resin at one of the company’s CPPs. At the Alta Mesa Project, enCore has an active mine and CPP. Portions of the Project are located adjacent to the south and to the north of the Alta Mesa Project, with other parts located as much as 50 miles northwest of the CPP. enCore plans to develop and advance the Project and process uranium at Alta Mesa.

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The following technical and scientific description of the Mesteña Grande Project is based in part on the report titled “Mesteña Grande Uranium Project, Brooks and Jim Hogg Counties, Texas, USA, S-K 1300 Technical Report Summary” dated February 19, 2025, and effective December 31, 2024, and prepared by SOLA Project Services, LLC, a Qualified Person and independent of the Company (the “Mesteña Grande Technical Report Summary”). The Mesteña Grande Technical Report Summary was prepared in accordance with S-K 1300. The Mesteña Grande Project does not have known “Mineral Reserves” and is therefore considered under SEC S-K 1300 definitions to be an Exploration Stage Property.

Property Description and Location

The Mesteña Grande Project properties include multiple project areas, including Mesteña Grande North (MGN), Mesteña Grande Central (MGC), Mesteña Grande South (MGS) Mesteña Grande Alta Vista (MGAV), Mesteña Grande El Sordo (MGES), Mesteña Grande North Alta Mesa (MGNAM) and Mesteña Grande South Alta Mesa (MGSAM) project areas. The properties collectively total 194,119 acres. The northwest corner of the Project is adjacent to and extends for about 36 miles north-northwest of the Alta Mesa CPP from Brooks County into Jim Hogg County, Texas. The project extents cover approximately 30 miles in an east-west direction, and approximately 35 miles in a north-south direction.

Ownership

Mineral ownership in Texas is private estate. Private title to all land in Texas emanates from a grant by the sovereign of the soil (successively, Spain, Mexico, the Republic of Texas, and the state of Texas). By a provision of the Texas Constitution, the state released to the owner of the soil all mines and mineral substances therein. Under the Relinquishment Act of 1919, as subsequently amended, the surface owner is made the agent of the state for the leasing of such lands, and both the surface owner and the state receive a fractional interest in the proceeds of the leasing and production of minerals.

The Jones Ranch holdings include private surface and mineral rights for oil and gas and other minerals, including uranium.

Uranium recovered at the Mesteña Grande Project will be processed at the Alta Mesa CPP under the current Uranium Solution Mining Lease, as described above under the property description for the Alta Mesa Project.

Accessibility

The Project is accessible year-round from two primary locations: 1) a ranch gate located approximately 5 miles east of Hebbronville, Texas along State Highway 285 (paved); and 2) a ranch gate located approximately 19 miles south of Hebbronville along Farm to Market Road 1017 (paved), as well as from the adjacent the Alta Mesa Project. The Alta Mesa Project location is approximately 11 miles west of the intersection of US Highway 281 (paved) and North Farm to Market Road 755 (paved), 22 miles south of Falfurrias, Texas.

Infrastructure

The Project is well supported by nearby towns and services. Larger cities, Corpus Christi, McAllen and Laredo, are each about 100 miles or less from the site and are ready sources of materials and equipment. Major power lines are located across the Project and are accessed for electrical service. The road system is comprehensive and well maintained and used for shipment of materials and equipment.

Human resources are employed from nearby population centers. Numerous local communities provide sources for labor, housing, offices and basic supplies. enCore utilizes local resources when and where possible supporting the local economy.

The site has uranium drill holes and related infrastructure (e.g., small mud pits temporarily constructed to facilitate drill operations and water supply ponds), and trucks and other equipment. Because of the Project’s proximity to Alta Mesa, Alta Mesa does serve as a base of operation for, administration, shop and warehouse, environmental support, and logging services.

Water supply for the Project is from established and permitted local wells. Solid waste is disposed off-site at licensed disposal facilities. No tailings or other related waste disposal facilities are needed.

Geology, Mineralization and Deposit

The Texas Gulf Coast comprises the western flank of the Gulf of Mexico sedimentary basin with active deposition throughout the mid to late Mesozoic Era and into the Cenozoic Era. Deposition is dominated by clastic sediments

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transported from continental highlands into the Gulf of Mexico basin for a period exceeding 50 million years. These sediments were transported to the coast by rivers and deposited in a variety of fluvial to marine depositional environments.

Structurally the Texas Gulf Coast consists of three regions, the Rio Grande Embayment, the San Marcos Arch, and the Houston Embayment. Other structural features found in the Texas Gulf Coast include the Stuart City and Sligo Shelf Margins, and the Wilcox, Frio, and Vicksburg Fault Zones.

The San Marcos Arch is a broad gently sloping positive structural feature extending from the Llano Uplift in Central Texas to the Gulf Coast during the Ouachita Orogeny. The Rio Grande and Houston Embayment’s are thought to have resulted from subsidence induced by high rates of sedimentation (Dodge and Posey, 1981).

The Tertiary sediments deposited in the Rio Grande and Houston Embayment’s are characterized by deltaic sands and shales. High rates of clastic deposition resulted in the formation of normal listric growth faults. Constant sediment loading and coastal subsidence into the basin led to the accumulation of over 50,000 feet of Cenozoic strata into the Gulf Coast Basin.

Jurassic salt and younger shale diapirs are also present in the subsurface along the Gulf Coastal Plain. The displacement of shale and salt is generated by the accumulation of an excessive thickness of overburden sediment causing plastic flow of the more ductile sediments. The resulting structures may cause local faulting and/or dip reversal along with the formation of domes and anticlinal structures.

Within the South Texas Uranium Province, uranium mineralization occurs primarily in the Cenozoic sediments of the Miocene/Pliocene Goliad Formation, Miocene Oakville Formation, Oligocene/Miocene Catahoula Formation, and the Eocene Jackson Group. Project deposits occur in the Goliad Formation which is a major fluvial system that represents a low to moderate energy environment composed of isolated mixed-load channel-fill sands separated by thick inter-channel clays.

Uranium deposits are roll-fronts, typical to others found in the South Texas Uranium Province. Deposit genesis is related to the presence of highly reduced groundwater systems generated from the biogenic decomposition of natural gas and/or hydrogen sulfide seepage derived from deeper formations through localized faulting. At Alta Mesa, uranium bearing groundwater moved from northwest to southeast within the Goliad Formation and encountered reduction zones associated with the Vicksburg fault system and the Alta Mesa salt dome and associated faulting which allowed the introduction of organics and other fluids upward through faults and fractures. At Mesteña Grande, uranium mineralization occurs in numerous locations within the Goliad, Oakville, and Catahoula Formations and is formed in much the same way as at Alta Mesa. Uranium bearing groundwater within each of these formations encountered reduction within the groundwater associated with major growth fault systems within the region.

The deposits at Mesteña Grande are characterized by vertically stacked roll-fronts controlled by stratigraphic heterogeneity, host lithology, permeability, reductant type and concentration, and groundwater geochemistry. Individual known roll-fronts may be few tens of feet wide, 2 to 10 feet thick, and often thousands of feet long. Collectively, roll-fronts are inferred to result in an overall deposit that is up to a few hundred feet wide, 50 to 75 feet thick and continuous for miles in length

History

In 1999, Mesteña Uranium LLC was formed by the landowners. Mesteña completed most of the drilling on the adjacent Alta Mesa project and began construction of the Alta Mesa ISR facility in 2004. Production began in the fourth quarter of 2005 and Mesteña operated the facility through February 2013. Due to a downturn in the uranium market, in 2013 the project was put into care and maintenance standby.

Mesteña Uranium, LLC acquired the Mesteña Grande projects in 2006 as an exploration option to provide additional uranium feed to the Alta Mesa plant.

On June 17, 2016, Energy Fuels acquired the Project, including both the Alta Mesa and Mesteña Grande projects. In November 2022, enCore entered into a Membership Interest Purchase Agreement dated November 14, 2022, with EFR White Canyon Corp., a subsidiary of Energy Fuels, to acquire four limited liability companies that together hold 100% of the Project. Acquisition cost were $120 million USD payable in a combination of cash and vendor take-back convertible note secured against the assets.

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In February, the Company entered a joint venture with Boss Energy, Ltd. to develop and advance the Project. enCore retains ownership of 70% of the project and Boss Energy holds 30%. See the discussion above under the description of the Alta Mesa Project for more information regarding the joint venture with Boss.

Licensing and Permitting

The Project is not permitted or licensed to operate with the exception of the permits necessary for exploration.

The most significant permits and licenses that will be required to operate the Project are (1) the TCEQ Source and Byproduct Materials License, (2) the Mine Area Permit issued by TCEQ and (3) Production Area Authorizations (UIC Class III) that are issued at various times through LOM, deep injection non-hazardous disposal wells (V wells) issued by TCEQ, and an USEPA aquifer exemption.

The timing to prepare the applications and for agency review and approval is estimated to be 3 to 4 years. The length of time is not entirely in enCore’s control. The TCEQ’s ability to process enCore’s applications is dependent on the workload of the agency. With the renewed interest in uranium recovery, the application process timeline could be longer due to additional requests for ISR permits and licenses.

The costs to obtain these licenses and permits is estimated to be $2.87 million. These costs include environmental baseline sampling of the air, water (surface and subsurface), soils, and vegetation in the vicinity of the proposed activities. The background radionuclide concentrations in the environment will also be determined. For the UIC Class III permits monitor wells will be installed and sampled to establish baseline water quality prior to mining.

Quality Assurance and Quality Control

Quality Assurance and Quality Control at the Mesteña Grande Project are identical to those for the adjacent Alta Mesa Project and are disclosed above under the description of the Alta Mesa Project.

Since enCore’s acquisition of the Mesteña Grande Project, there has been no sampling of natural materials for the assessment of geologic or hydrologic conditions that require preparation, analysis and security to submit samples to a laboratory; however, enCore does have sample preparation, methods of analysis, and sample and data security procedures that meet acceptable industry standards.

With respect to historical sample preparation, analysis and security of other previous operators, this information was not available and cannot be confirmed.

It is the opinion of the QP for the Mesteña Grande Technical Report Summary that there are no known sampling preparation, analysis and security factors that when used will materially affect the accuracy and reliability of results.

Data Verification

Data verification procedures at the Mesteña Grande Project are identical to those for the adjacent Alta Mesa Project and are disclosed above under the description of the Alta Mesa Project.

Based on data quality, efforts of others, and the QP’s review, it is the opinion of the QP for the Mesteña Grande Technical Report Summary that there are no known data factors that will materially affect the accuracy and reliability of results.

Mineral Resources

Key assumptions for the following Mineral Resource estimates are as follows:

•Mineral resources have been estimated based on the use of the ISR extraction method and yellowcake production,

•Price forecast, production costs and an average wellfield recovery of 60% that accounts for dilution from mining hydrologic efficiency and metallurgical recovery, were used to estimate mineral resources,

•Average plant recovery of 98 %; and

•Average LOM uranium price of $85.48 based on TradeTech’s Uranium Market Study 2023: Issue 4.

Key parameters for the following Mineral Resource estimates are as follows:

•The mineral resources estimates are based on data collected from drillholes,

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•Grades (% U3O8) were obtained from gamma radiometric probing of drillholes and checked against assay results to account for disequilibrium,

•Average density of 17.0 cubic feet per ton was used, based on historical sample measurements,

•Minimum grade to define mineralized intervals is 0.020% eU3O8,

•Minimum mineralized interval thickness is 1.0 feet,

•Minimum GT (Grade x Thickness) cut-off per hole per mineralized interval for grade thickness contour modeling is 0.30ft % U3O8,

•Mineralized interval with GT values below the 0.30ft %U3O8 GT cut-off is used for model definition but are not included within the mineral resource estimation,

•Average annual production rate of approximately 1.2 pounds,

•Average annual estimated operating costs of $25.49 per pound ,

•Average annual estimated wellfield development costs of $11.33 per pound; and,

•Average annual restoration and reclamation costs of $2.94 per pound.

Key Methods for the following Minderal Resources estimates are as follows:

•    Geological interpretation of the orebody was done on section and plan from surface drill hole information,

•     The orebody was modeled creating roll-front outlines for each of the deposit’s individual mineralized zones; and,

•     Geological modeling and mining applications used was ArcGIS Pro.

Resource Classification

Mineral resources are disclosed as required by United States Code of Federal Regulations, Title 17, Chapter II, Part 229, §229.1303 and §229.1304, and are based upon and accurately reflect information and supporting documentation prepared by the QP, as defined in §229.1300.

The following classification criteria for each mineral resource category are applied for alignment with §229.1300 definitions of Measured, Indicated and Inferred mineral resources.

Measured Mineral Resources

Drilling is denser than 50x100 feet spacing for mineralized zones characterized by a uniform and easily correlatable roll-front morphology, from one drilling fence line to another. Mineralization must be continuous between drill fences. The hydrogeological properties of the hosting horizon are studied by aquifer pump tests. The amenability of mineralization to ISR mining is demonstrated by laboratory leach tests. Mineralization is characterized by sufficient confidence in geological interpretation to support detailed wellfield planning and development with no or very little changes expected from additional drilling.

Indicated Mineral Resources

Drilling density equivalent to or denser than 200x400 feet spacing for mineralized zones characterized by a uniform and easily correlatable roll-front morphology, from one drilling fence line to another. Mineralization must be continuous between drill fences. The hydrogeological properties of the hosting horizon are studied by aquifer pump tests. The amenability of mineralization to ISR mining is demonstrated by laboratory leach tests. Mineralization is characterized by sufficient confidence in geological interpretation to support wellfield planning and development with some changes expected from additional drilling.

Inferred Mineral Resources

Drilling density equivalent to about 800 feet spacing for mineralized zones characterized by less uniformity and not easily correlatable roll-front morphology, from one drilling fence line to another. Mineralization must be continuous between drill fences but there is less confidence in geologic interpretation. The hydrogeological properties of the hosting horizon are studied by aquifer pump tests. The amenability of mineralization to ISR mining is demonstrated by laboratory leach tests. Mineralization is characterized by insufficient confidence in geological interpretation to support wellfield planning and development due to significant changes expected from additional drilling.

Mineral Resource Estimates

Summary of Uranium Mineral Resources at the Mesteña Grande Uranium Project as of December 31, 2024.

Based on a metal price of $85.48/lb. U3O8

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Category	Tons (x 1,000)	Avg Grade (%) U3O8	Total Lbs (x 1000) U3O8
Measured	-	-	-
Indicated	-	-	-
Total Measured and Indicated	-	-	-
Inferred	5,852.8	0.1	13,887.9
Total Inferred	5,852.8	0.1	13,887.9

Notes:

1.enCore reports mineral reserves and mineral resources separately. Reported mineral resources do not include mineral reserves.

2.The geological model used is based on geological interpretations on section and plan derived from surface drillhole information.

3.Mineral resources have been estimated using a minimum grade-thickness cut-off of 0.30 ft% U3O8.

4.Mineral resources are estimated based on the use of ISR for mineral extraction.

5.Inferred mineral resources are estimated with a level of sampling sufficient to determine geological continuity but less confidence in grade and geological interpretation such that inferred resources cannot be converted to mineral reserves.

Mining, Processing and Recovery Methods

enCore’s operational plan is to mine uranium from satellite properties processing product at one of the company’s CPPs. At the Alta Mesa Project, enCore operates an active mine and CPP and the Project is located about 30 miles northwest of the CPP. enCore plans to develop and advance the Project and process the RIX resin at Alta Mesa.

enCore plans to recover uranium using RIX. RIX are self-contained stand-alone processing facilities with an IX circuit and a resin transfer system. The process flow of the RIX is the same as the IX circuit in the CPP. Once uranium is recovered at the RIX, the loaded resin will be transferred via the resin transfer system to a resin trailer and trucked to the CPP for elution, precipitation, drying, and packaging. Figures 14.1 and 14.2 are the P&ID and general arrangement drawings for a modular 1,000 gpm RIX design that can be expanded by adding 1,000 gpm RIX modules. The RIXs at the Mesteña Grande will be larger to accommodate an increased flowrate. Infrastructure at the Alta Mesa Project will allow for processing of all RIX resin at the Alta Mesa CPP.

For a description of mining method, mine design and plans and processing at Alta Mesa, see the discussion above for the Alta Mesa Project.

Economic Analysis

The Company does not consider the economic analysis in the Mesteña Grande Technical Report Summary to be material to the Company’s operations at this time or to the Company’s planned work for the Project in 2025.

Planned Work

For 2025, the Company intends to continue to conduct exploration drilling.

Dewey-Burdock Project, Fall River and Custer Counties, South Dakota

The Dewey Burdock Project is an Exploration Stage Property located in southwest South Dakota and forms part of the northwestern extension of the Edgemont Uranium Mining District (the “Dewey Burdock Project”). The Dewey Burdock Project includes federal claims, private mineral rights and private surface rights controlling the entire area within the licensed project permit boundary as well as surrounding areas. The Company currently controls approximately 16,962 acres of net mineral rights and 12,613 acres of surface rights. The net result of the royalty and rental payments results in a cumulative 4.85% surface and mineral royalty.

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The following technical and scientific description of the Dewey-Burdock Project is based in part on the report titled “Dewey Burdock Project, South Dakota, USA, S-K 1300 Technical Report Summary” dated January 6, 2025, and effective October 8, 2024, and prepared by SOLA Project Services, LLC, a Qualified Person and independent of the Company (the “Dewey Burdock Technical Report Summary”). The Dewey Burdock Technical Report Summary was prepared in accordance with S-K 1300. The Dewey Burdock Project does not have known “Mineral Reserves” and is therefore considered under SEC S-K 1300 definitions to be an Exploration Stage Property.

Property Description and Location

The Project is in southwest South Dakota and forms part of the northwestern extension of the Edgemont Uranium Mining District. The project area is in Townships 6 and 7 South, Range 1 East, of the Black Hills Prime Meridian approximately 13 miles north-northwest of Edgemont. The county line dividing Custer and Fall River counties, South Dakota, lies at the confluence of Townships 6 and 7 South. The company holds approximately 16,962 acres of mineral rights in the area. The permitted area encompasses approximately 10,580 acres of mostly private land and 240 acres under the control of the BLM.

Ownership

Mineral titles are comprised of federal claims, private minerals and private surface rights within the permit boundary and surrounding areas. Access and mineral rights are currently held by a combination of private surface use agreements, access and mining lease agreements, purchase agreements and federal mineral claims. The Company currently holds 16,962 mineral acres with an annual cost of $401,307. These royalties for fee minerals range from 2% to 4% of gross sales.

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Accessibility

The nearest population center to the Project is Edgemont, South Dakota (population 900) located on US Highway 18, 14 miles east from the Wyoming-South Dakota state line. Fall River County Road 6463 extends northwestward from Edgemont to the abandoned community of Burdock located in the southern portion of the Project, about 16 miles from Edgemont. This road is two-lane and all-weather gravel and continues north from Burdock to the Fall River-Custer County line where it becomes Custer County Road 769. The road closely follows the tracks of the Burlington Northern Santa Fe Railways “BNSF” between Edgemont and Newcastle, Wyoming. Dewey is about 2 miles from the northwest corner of the Project.

An unnamed unimproved public access road into the Black Hills National Forest intersects Fall River County Road 6463 4.3 miles southeast of Burdock and extends northward about 4 miles, allowing access to the east side of the Project. About 0.9 miles northwest from Burdock, an unimproved public access road to the west from Fall River County Road 6463 allows access to the western portion of the Project. Private ranch roads intersecting Fall River County Road 6463 and Custer County Road 769 allow access to all other portions of the Project.

Project access is granted by private surface leases, or public access on federal lands. There are no significant limitations to surface access and usage rights that will affect the company’s ability to conduct exploration, development or operations. Since waste rock and tailing will not be generated there is no requirement for surface mine waste disposal and no requirement for acquiring surface rights for on-site disposal. All 11.e.(2) designated waste will be disposed of at an off-site licensed facility, all non 11.e.(2) waste will be disposed of at a local licensed landfill and liquid wastes will be disposed of using licensed lined impoundments and treated liquid effluents will be injected into a subsurface aquifer using permitted Class V injection wells.

Infrastructure

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The Project is well supported by nearby towns and services. Major power lines are located across the Project and can be accessed for electrical service. The BNSF railroad crosses the Project, and a major railroad siding occurs at Edgemont and may be used for shipment of materials and equipment, if necessary.

Human resources will be employed from nearby population centers. The local communities of Edgemont, Custer and Hot Springs offer sources for labor, housing, offices and basic supplies. It is enCore’s plan to utilize local resources when and where possible supporting the local economy.

Regarding site infrastructure, leases are written to have maximum flexibility for emplacement of tanks, out buildings, storage areas and pipelines. Most of the topography is relatively low lying and undulating and is conducive to development and operations.

The project site has no mining facilities or buildings. The only site equipment related to mining includes a weather monitoring station, radiological monitoring stations, and monitor wells. All are accessible by dirt roads.

Geology, Mineralization and Deposit

The Edgemont Uranium District is located on the southwest side of the Black Hills Uplift. The Black Hills Uplift is a Laramide Age structure forming a northwest trending dome about 125 miles long x 60 miles wide located in southwestern South Dakota and northeastern Wyoming.

The uplift has deformed all rocks in age from Cambrian to latest Cretaceous. Subsequent erosion has exposed these rock units dipping outward in successive elliptical outcrops surrounding the central Precambrian granite core. Differential weathering has resulted in present day topography of concentric ellipsoids of valleys under softer rocks and ridges held up by more competent units.

The Cretaceous sediments contain uranium roll front deposits in the more porous and permeable sands within the Inyan Kara Group, Lakota and Fall River Formations. The entire Inyan Kara Group consists of basal fluvial sediments grading into near marine sandstones, silts and clays deposited along the ancestral Black Hills Uplift. The sandstones are continuous along the entire western flank of the uplift and dip about 3 degrees to the southwest in the Project area.

The Lakota and Fall River Formations were deposited by northward flowing stream systems. Sediments are characterized by point bar and traverse bar deposition, in meandering fluvial systems. Sand units fine upward with numerous cut-and-fill indicative of channel migration depositing silt and clay upon older sand and additional channel sands overly older silts and clays. The Fall River sands are noticeably thinner with marine sediments superimposed directly on the fluvial sands.

The depositional characteristics of the Lakota and Fall River Formations results in stratigraphic heterogeneity within the sands. Because of this heterogeneity, uranium mineralization occurs as multiple sinuous roll fronts, instead of one large front as is observed in more homogeneous sands. Individual roll fronts are continuous and generally trend along strike but may or may not overlap. Individual roll fronts average about 8 feet thick and 30 feet wide. Where overlapping the deposit can be tens of feet thick and hundreds of feet wide. The strike length of individual roll fronts is variable but often on the order of thousands of feet, where the total strike length of the deposit is miles. Depth to mineralization is variable and ranges from about 180 to 920 feet.

History

Property ownership is often represented by split estate where separate parties own the rights to a surface parcel and the minerals beneath that parcel are owned by a different entity. Historically, when surface real estate was sold, property owners often retained mineral ownership resulting in the above-mentioned spilt estate. Other properties are split estate that were homesteaded under the 1916 Homestead Act granting homesteader surface ownership and the mineral rights were reserved by the U.S. Government.

Uranium minerals were discovered in the vicinity of the Project as early as 1952 and were soon mined by small mining companies using open pit, adit, or shallow underground mines. These mining companies leased the mineral rights from mineral or other claim owners. By the late 1950’s, these deposits came under the control of Susquehanna who had purchased the process mill located in Edgemont. Susquehanna mined most of the known, shallow uranium deposits before closure of the mill in 1972.

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During the uranium boom of the 1970s, several companies returned to the Project area, acquired leases and began exploration for deeper deposits. During this period, exploration companies such as Wyoming Mineral, Homestake Mining Company, Federal Resources and Susquehanna discovered deeper uranium roll-front type uranium mineralization. In 1978, TVA purchased Susquehanna’s interest in the Edgemont Uranium Mining District, including the Edgemont mill. TVA made Dewey Burdock its main exploration target and developed enough reserves to warrant mine plans that included an underground mine shaft at both the Burdock and Dewey sites and a new uranium mill that was planned to be located near Burdock. TVA’s plans ended when the price of uranium dropped in the early 1980’s. Eventually, TVA dropped their leases and mining claims.

In 1994, Energy Fuels acquired the properties with an interest in exploration and development of the roll-front deposits. By 2000, Energy Fuels relinquished their land position in the Project. In 2005, Denver Uranium acquired federal claims and private mineral leases covering 11,180 acres and private surface rights covering 11,520 acres in the Project area. This acreage created a contiguous land position of both surface and mineral rights covering most of the discovered and delineated uranium in this district.

On February 21, 2006, Powertech and Denver Uranium entered into a binding Agreement of Purchase and Sale for the Project assets.

On October 29, 2014, Powertech merged with Azarga Resources Limited forming Azarga Uranium. To further consolidate project resources, Azarga entered into a binding property purchase agreement with Energy Metals on November 18, 2005, whereby Azarga acquired a 100% interest in 119 mineral claims covering approximately 2,300 acres.

In 2021, Azarga and enCore entered into an agreement whereby enCore was to purchase Azarga. In September of 2021, the acquisition was finalized with enCore acquiring multiple assets in various stages of development including the advanced stage Dewey Burdock Project.

Licensing and Permitting

The Project is the first uranium ISR facility to submit permit applications in the State of South Dakota. As such, there is inherent risk in a new permitting process, regulatory unfamiliarity with ISR methods, and an untested review period. The amount of time required for regulatory review of all permits associated with the commissioning of an ISR facility is highly variable and directly affects project economics. It is assumed enCore will have all permits necessary to construct in 2027. The timeframe to obtain licenses and permits is expected to be impacted by environmental NGO’s and public contestation of both state and federal permits and licenses. Time for contested cases has been accounted for in the project development schedule.

The Project has drawn attention from environmental Non-Government Organizations “NGO’s”, tribal governments, and individuals in the public. enCore is managing this risk through the State and Federal permitting processes.

Extensive efforts by the regulatory agencies have proceeded to near completion of all major permitting and licensing actions.

The Nuclear Regulatory Commission “NRC” license (SUA 1600) was issued in 2014, challenged and appealed, is now in good standing and in timely renewal. The Environmental Protection Agency “EPA” issued the Class III and Class V Area Underground Injection Control “UIC” permits and Aquifer Exemption in 2020. The Class III and Class V UIC permits, and Aquifer Exemption were challenged by the OST and are under appeal.

The Environmental Appeals Board “EAB” heard oral arguments on the Class III and Class V UIC permits in March 2024. In September, the EAB issued its ruling on the Oglala Sioux Tribe “OST” appeal finding:

•The EAB 2023 decision denying OST claims and finding that EPA complied with the National Historic Preservation ACT “NHPA” Section 106,

•Denied OST claims and found that EPA complied with NHPA Section 110,

•Denied OST claims that EPA failed to comply with the National Environmental Protection Act “NEPA”,

•Reserved judgment on other OST claims until EPA expands the administrative record adding documents, considers those additional materials, responds to related comments, takes further appropriate action in reissuing the permit decisions; and,

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•The EAB remanded the reserved issues to EPA and specified that any appeals challenging the reissued permit decisions will be limited to the issues reserved in the remand and any modifications to the permits made as a result of the remand.

The EAB decisions regarding EPA compliance with NHPA and NAPA were favorable rulings and consistent with the 2023, D.C. Circuit Court of Appeals rulings where similar appeals were made by the OST against the NRC Source Material License.

Regarding the portion of the ruling remanded back to the EPA Region 8, it is anticipated that this will be an exercise to formally complete the administrative record. Once the administrative record is complete and the permit decision reissued, the EAB will consider any additional materials and respond to related comments. It is also anticipated that the OST will appeal the reissued permit, but the EAB will rule in favor of the EPA and enCore with minimal impact to the overall project schedule. If the EAB does find merit in the appealed reissued permit, there could be an impact to the project schedule.

A ruling on the issuance of the Aquifer Exemption is currently under appeal to the 8th Circuit Court of Appeals and will rule upon once the EAB issues final ruling on the Class III and Class V UIC permits.

In South Dakota, enCore is advancing work on the major state permits needed to operate the Project. The State Engineer had previously recommended approval of the Inyan Kara (#2686-2) and Madison (#2685-2) Water Rights. The next step to advance water rights will be the resumption of the Department of Agriculture and Natural Resources “DANR” Water Management Board hearings. Efforts are also advancing on the DANR Groundwater Discharge Plan and Large- Scale Permit to Mine approvals. The DANR has recommended conditional approval of the Groundwater Discharge Plan and Large-Scale Permit to Mine, pending completion of all federal challenges of the Class III, Class V and Aquifer Exemption.

Quality Assurance and Quality Control

Past drilling practices were conducted in accordance with industry standard procedures and the most recent drilling conducted by Powertech, confirmed historical drill results in previously intersected mineralization for thickness, grade and location. The QP of the Dewey Burdock Technical Report Summary is knowledgeable of the 2007 and 2008 work and technical participants who were responsible for the work.

Data Verification

Numerous companies have worked on the Project since the 1950’s and as a result numerous data sets of different vintages exist. enCore has a nearly complete data set for the Project. The QP of this report has reviewed geophysical, core and hydrogeologic technical data. Technical data is stored in digital format for geologic interpretation and modeling. The QP has reviewed geologic interpretations and the resultant models, in the form of cross-sections, isopach and structuralmaps, and uranium roll front deposit models.

The work done by enCore and previous operators to verify historical records does validate Project information. Data are available for over 6,300 drill holes and for approximately 24% of the holes, enCore does not have the actual geophysical logs. The company does have collar location and mineralization data, for all holes, and has used data from surrounding holes to verify data for holes with missing geophysical logs. Considering drilling density, enCore’s approach to dataverification is a reasonable means to confirm data validity; however, not having data in hand does limit knowledge of precise location of down hole information.

Mineral Resources

Key assumptions for the following Mineral Resource estimates are as follows:

•Mineral resources have been estimated based on the use of the ISR extraction method and yellowcake production,

•Uranium price forecast is based on TradeTech’s Uranium Market Study 2023: Issue 4,

•Price forecast, production costs and an 80% metallurgical recovery were used to estimate mineral resources.

Key parameters for the following Mineral Resource estimates are as follows:

•The mineral resources estimates are based on 6,394 drill holes,

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•Grades (% U3O8) were obtained from gamma radiometric probing of drill holes and checked against assay results to account for disequilibrium,

•Average density of 16.0 cubic feet per ton was used, based on historical sample measurements,

•Minimum grade to define mineralized intervals is 0.020% eU3O8,

•Minimum mineralized interval thickness is 1.0 feet,

•Minimum GT (Grade x Thickness) cut-off per hole per mineralized interval for grade thickness contour modeling is 0.20ft % U3O8,

•Mineralized interval with GT values below the 0.20ft %U3O8 GT cut-off is used for model definition but are not included within the mineral resource estimation.

Summary of Uranium Mineral Resources at the Dewey-Burdock ISR Project as of December 31, 2024,

Based on a metal price of $87.05/lb. U3O8

Notes:

1.enCore reports mineral reserves and mineral resources separately. Reported mineral resources do not include mineral reserves.

2.The geological model used is based on geological interpretations on section and plan derived from surface drill hole information.

3.Mineral resources have been estimated using a minimum grade-thickness cut-off of 0.20 ft% U3O8.

4.Mineral resources are estimated based on the use of ISR for mineral extraction.

5.Inferred mineral resources are estimated with a level of sampling sufficient to determine geological continuity but less confidence in grade and geological interpretation such that inferred resources cannot be converted to mineral reserves.

Mining, Processing and Recovery Methods

enCore will mine uranium using ISR. An alkaline leach system of carbon dioxide and oxygen will be used as the extracting solution. Bicarbonate, resulting from the addition of carbon dioxide to the extracting solution, will be used as the complexing agent. Oxygen will be added to oxidize the uranium to a soluble +6 valence state.

ISR has been successfully used for over five decades elsewhere in the United States as well as in other countries such as Kazakhstan and Australia. ISR mining was developed independently in the 1970s in the former USSR and U.S. for extracting uranium from sandstone hosted uranium deposits that were not suitable for open pit or underground mining. Many sandstones host deposits that are amenable to ISR, which is now a well-established mining method. As discussed in Section 13.0, bottle roll tests demonstrate that uranium can be mobilized and recovered with an oxygenate carbonate lixiviant.

A CPP and Satellite will collect and process uranium. The CPP processing circuits will consist of ion exchange, elution, precipitation, de-watering, drying and packaging. The Satellite facility will include an IX circuit and a resin transfer system to facilitate transfer of loaded resin by truck from the Satellite to the CPP. The processing method is an industry standard and proven method that is most suitable for uranium processing and recovery. The method also has low environmental impact and results in a high purity product.

The CPP will be located on the Burdock property and the Satellite will be located at Dewey. The distance between the two facilities is approximately four miles.

Economic Analysis

The Project economic analysis illustrates a cash flow forecast on an annual basis using mineral resources and an annual production schedule for the Life Of Mine Net Present Value “LOM NPV”, Internal Rate of Return “IRR” and capital payback period. A summary of taxes, royalties, and other interests, as applicable to production and revenue are also discussed, as well as the impact of significant parameters such as uranium sales price, and capital and operating costs to economic sensitivity. The analysis assumes no escalation, no debt, no debt interest, no capital repayment and no state income tax since South Dakota does not impose a corporate income tax.

enCore is using a uranium sales price ranging from $82.00 to $89.00, with an average sales price of $86.34. The economic analysis assumes that 80% of the mineral resources are recoverable. The pre-tax net cash flow incorporates estimated sales revenue from recoverable uranium, less costs for surface and mineral royalties, severance and conservation tax, property tax, plant and wellfield operations, product transaction, administrative support, D&D, restoration, and pre-construction

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capital. The after-tax analysis includes the above information plus amortized development costs, depreciated plant and wellfield capital costs, existing and forecasted operating losses to estimate federal income tax. Less Federal Tax, the Projects cash flow is estimated at $476.8 million or $52.56 per pound U3O8. Using an 8% discount rate, the Projects NPV is $180.1 million with an IRR of 39%. The Projects after tax cash flow is estimated at $363.4 million for a cost per pound U3O8 of $60.60. Using an 8.0% discount rate, the Projects NPV is $133.6 million and has an IRR of 33%.

Capital Cost Estimates

Estimated capital costs are $264.2 million and includes $2.2 million for pre-construction permitting and licensing costs, $178.0 million for wellfield development, $84.0 million for the CPP, Satellite and associated infrastructure. Labor costs for Wellfield Construction are also included in capital costs totaling $34.1 million.

Capital is heavily weighted from 2027 through 2029 with start-up costs for construction of the Burdock CPP, Dewey Satellite, initial Dewey and Burdock wellfields, and associated infrastructure. Capital costs during this period are estimated at $105.0 million.Operating Costs Estimates.

Operation Costs Estimates

Estimated operating costs for plant and wellfield operations, product transactions, administrative support, decontamination, and decommissioning, and restoration are presented in the table below.

Wellfield operating costs include electricity, replacement wells and associated equipment, header house repairs, rental equipment, rolling stock, equipment fuel and maintenance, and wellfield chemicals.

Plant operating expenses include plant chemicals, electricity, equipment fuel and maintenance, waste management operations, rentals and supplies, RO operations and product handling. Product transaction costs include costs for product shipping and conversion fees. Decontamination & Decommissioning “D&D” and restoration costs include costs for restoration of the wellfields, decontamination and decommissioning of facilities, and reclamation of the site.

Administrative support costs include legal fees, land and mineral acquisitions, regulatory fees, insurance, office supplies and financial assurance. Baseline, environmental monitoring and operational monitoring are included in Closure, Labor and plant operating costs.

Operating costs are estimated to be $23.81 per pound of U3O8. The basis for operating costs is planned development and production sequence and quantity, in conjunction with past production knowledge.

Labor costs associated with wellfield and plant operations, restoration and administration are included in operating costs.

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Sensitivity Analysis

The analysis is based on a variable commodity price per pound of U3O8 and the cash flow results. The Project is most sensitive to changes in the price of uranium. A $5.0 change in the price of uranium can have an impact to the NPV of more than $29.0 million, and impact to the IRR of approximately 5% at a discount rate of 8%.

The Project NPV and IRR are also sensitive to changes in either capital or operating costs. A 5% change in the operating cost can have an impact to the NPV of approximately $6.5 million and the IRR of approximately 1% based on a discount rate of 8% and a uranium price of $86.34 per pound of U3O8. Using the same discount rate and sales price, a 5% change in the capital cost can have an impact to the NPV of approximately $7.1 million and the IRR of approximately 2.3%.

Planned Work

For 2025, the Company plans to complete significant permitting and license milestones, including the 10 year renewal of the Source Material License, SUA-1600, with the U.S. NRC, and the advancement of State approvals of its water rights application, large mine permit, and discharge permit.

Gas Hills Project, Natrona Co. and Fremont Counties, Wyoming

The Company owns a 100% interest in a project (the “Gas Hills Project”) located in the historic Gas Hills uranium district situated 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 mining claims, a State of Wyoming mineral lease, and private mineral leases, within a brownfield site which has experienced extensive development including mine and mill site production.

The following technical and scientific description of the Gas Hills Project is based in part on the report titled “Preliminary Economic Assessment, Gas Hills Uranium Project, Fremont and Natorna Counties, Wyoming, USA” dated February 5, 2025 and effective December 31, 2024, and prepared by Christopher McDowell, P.G. and Ray Moores, P.E., employed by WWC Engineering, each a Qualified Person and independent of the Company (the “Gas Hills Technical Report Summary”). The Gas Hills Technical Report Summary was prepared in accordance with S-K 1300. The Gas Hills Project does not have known “Mineral Reserves” and is therefore considered under SEC S-K 1300 definitions to be an Exploration Stage Property.

Property Description and Location

enCore’s 100 percent owned Gas Hills Uranium Project is located approximately 45 miles east of Riverton, Wyoming in the historic Gas Hills Uranium District. The Project and the Gas Hills Uranium District are located along the southern extent of the Wind River Basin, near the northern edge of the Granite Mountains. The company’s Project properties, including the West Unit, Central Unit, Rock Hill, South Black Mountain, and Jeep properties, consist of 628 unpatented lode mining claims, one State of Wyoming mineral lease, one private mineral lease, and one private surface use agreement.

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Together the properties encompass approximately 360 surface acres and 12,960 mineral acres. The properties are located at latitude 42.7295°, longitude -107.6596° in Townships 32 and 33 North, Ranges 89, 90 and 91 West, 6th Principal Meridian, Fremont and Natrona Counties, Wyoming.

The U.S. federal government owns the minerals associated with the mining claims, the State of Wyoming owns the minerals and surface associated with the State lease, the South Pass Land and Livestock Company owns the minerals associated with the private mineral lease, and the Philp Sheep Company owns the surface associated with the private surface use agreement. The BLM manages the claims on behalf of the US federal government. The mining claims, State lease, and private mineral lease were assembled by Strathmore Resources (US) Ltd. (Strathmore) between April 2006 and September 2012 and sold to UColo on October 31, 2016. Title has remained in UColo’s name since that date and UColo is a subsidiary of enCore. The surface use agreement was entered into by UColo effective July 7, 2023.

Ownership

On September 9, 2016, URZ’s subsidiary, UColo, entered into an Asset Purchase and Sale Agreement (APA) with Strathmore, a wholly owned subsidiary of Energy Fuels, whereby URZ purchased all of Strathmore’s interest in the Project. In addition to the Project, the APA transaction included URZ’s purchase of Strathmore’s claims and State mineral leases for the Juniper Ridge and Shirley Basin Properties, however, these two properties are not discussed in this Report. The transaction closed on October 31, 2016.

On May 7, 2018, Azarga and URZ announced an agreement to merge under a plan of arrangement. On June 29, 2018, the shareholders of both URZ and Azarga approved the merger and on July 5, 2018 the merger was completed. As a result, URZ became a wholly owned subsidiary of Azarga. On December 31, 2021, the shareholder approved merger of Azarga and enCore. The merger closed and Azarga became a wholly owned subsidiary of enCore. Approximately 12,560 mineral acres are encompassed by the Project claims. A 5% net proceeds royalty applies to 172 of the 628 claims as follows:

•A net proceeds royalty of 5% on 155 claims was granted by Quit Claim Deed from Strathmore to Elmhurst Financial Group, Inc. On October 31, 2007. One of the claims was relinquished during Strathmore’s ownership. The surviving 154 claims were sold to UColo and remain subject to the 5% net proceeds royalty.

•A 5% net proceeds royalty was granted by Assignment from Strathmore to Blue Rock on October 31, 200, on nine full claims and on the southern 720 feet of nine additional claims. The 18 claims were sold to UColo and remain subject to the 5% net proceeds royalty.

• The other 456 claims are not subject to royalties or other encumbrances.

UColo has the possessory right to explore, develop and produce from the unpatented lode mining claim areas and must pay an annual maintenance fee to the BLM of $200.00 per claim on or before September 1 each year. Surface use at the location of the mining claims on BLM lands is allowed subject to Title 43 of the US Code of Federal Regulations Subpart 3809 and requires permitting by both the BLM and the State of Wyoming Department of Environmental Quality, Land Quality Division “WDEQ-LQD”.

State of Wyoming Lease

Strathmore entered into a ten-year lease with the State of Wyoming for Mineral Lease #0-42121 on April 2, 2007. The lease was subsequently transferred by Assignment from Strathmore to UColo on October 31, 2016. UColo renewed the lease before its 10-year expiration, extending the lease an additional ten years to April 1, 2027. The lease can be renewed, at UColo’s option, for unlimited additional 10-year periods as long as the terms and conditions of the lease have been met up to the time of applying to the State of Wyoming for renewal. The lease encompasses approximately 320 surface acres and 320 mineral acres in the NE¼, N½NW¼, and E½SE¼ of Section 36, Township 33 North, Range 90 West, 6th Principal Meridian, Fremont County, Wyoming. The lease grants to the State a royalty of 4 percent of the gross selling price of U3O8 or $5.00 per leased acre per year, whichever is more. No mineral resources in this Report are located on this lease.

Private Mineral Lease

Strathmore entered into a private mineral lease with South Pass Land and Livestock Company on July 28, 2010, for rights to minerals on the following two parcels of land: 40 mineral acres in the Jeep area in the SE¼ of Section 32, Township 32 North, Range 91 West, 6th Principal Meridian, Fremont County, Wyoming and 40 mineral acres in the West Unit area in the SW¼ of Section 19, Township 32 North, Range 90 West, 6th Principal Meridian, Fremont County, Wyoming. The mineral lease was transferred by Assignment and Assumption of Mineral Lease from Strathmore to UColo on October 31,

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2016. UColo exercised its option to renew the lease for an additional 10 years in July 2020, by making the required payment. Unlimited 10-year renewals are available at UColo’s option for additional payments. The lease grants a 5 percent net proceeds royalty to the owner of the mineral properties. The surface is owned separately from South Pass Land and Livestock Company. An agreement for surface access at the West Unit is described below. Presently, there is no agreement for surface access at the Jeep parcel.

Private Surface Use Agreement

UColo entered into a private surface use and access agreement with Philp Sheep Company on July 7, 2023, to access and use approximately 40 surface acres in the West Unit located in the SW1/4 of Section 19, Township 32 North, Range 90 West, 6th Principal Meridian, Fremont County, Wyoming. The agreement allows exploring, prospecting, drilling, constructing, and plugging and abandoning up to 10 exploratory boreholes on the parcel. Access to Section 19 is provided across the SW¼ of Section 13, Township 32 North, Range 91 West, 6th Principal Meridian, Fremont County, Wyoming under the agreement. The term of the agreement is through November 7, 2025. Philp Sheep Company does not own the minerals in the parcel covered by the agreement. The minerals are owned by the South Pass Land and Livestock Company described above.

Accessibility

The Gas Hills Uranium District can be accessed by traveling southeast of Riverton approximately 45 miles along Wyoming State Highway 136 (Gas Hills Road) to the junction of Fremont County Road #5 (Ore Haul Road).

Infrastructure

Extensive production in Wyoming of minerals (coal, trona, uranium) and oil/gas has provide a highly skilled labor force in the region. Population centers within two hours of the Project include Casper, Riverton, Lander, and Rawlins, where equipment and supplies may be obtained. Paved roads from these towns and cities extend to the edge of the Project area. Access and haul roads within the Project are graded gravel and are maintained by the State, County, and mining companies operating in the area. Functioning power lines, natural gas lines, telephone lines, and fiber optic cable are present on and near enCore’s properties. Several wells producing water for domestic and industrial use are also on or close to enCore’s properties. It is the Author’s opinion that the Property area controlled by enCore is more than adequate to provide areas for potential mining operations and associated facilities and for mineral processing operations.

Geology, Mineralization and Deposit

In the Gas Hills district, lower Tertiary rocks unconformably overlie folded and faulted Mesozoic and older rocks (Figure 7.3). The Wind River Formation is conformably overlain by tuffaceous sandstones of the Eocene Wagon Bed Formation.

The Puddle Springs Arkose member of the Wind River Formation is the host rock for the uranium deposits at the Project. It consists of poorly consolidated arkosic sandstone and conglomerate with thin discontinuous interbeds of mudstone. The Puddle Springs arkose was deposited rapidly by northward-flowing braided streams to form coalescing piedmont alluvial fans (Soister, 1968).

The full thickness of the Wind River Formation is present from just north of the base of Beaver Rim Divide southward for a few miles. North of the contact between Wind River Formation and younger rocks, erosion has cut across the formation at a low angle and it progressively thins toward the north, where basal beds lie unconformably on older rocks.

The pre-Cenozoic strata in the Gas Hills are from Cambrian to Cretaceous in age. The Wind River Formation is the predominant rock outcrop at the Project, but Mesozoic and Tertiary formations also outcrop at the surface (Strathmore, 2013). The pre-Cenozoic rocks were extensively deformed during the Early Eocene faulting, uplift and basin development associated with the Laramide Orogeny. The pre-Cenozoic rocks are exposed sporadically throughout the Gas Hills. The area of greatest exposure is along the flanks of the Dutton Basin anticline. The anticline is exposed at the surface one mile east of the George-Ver Property; deposits from the Cody Shale downward to the Chugwater Formation outcrop (Beahm, 2017).

The uranium deposits are present in an arkosic sandstone facies of the Puddle Springs member of the Wind River formation (Strathmore, 2013). Drilling in the west Gas Hills indicates that the favorable arkosic sandstone grades into unfavorable silty facies. A local sandstone facies has been found within the silty facies, and a small area containing uranium (Jeep

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deposit) has been found in the sandstone facies. Thus, the favorable host for mineralization in the above-mentioned deposits is bounded on the north by an erosional pinch out; on the east by a change of facies to an unfavorable silty sandstone host; on the south by a subsurface onlap pinch out; and on the west by change of facies to an unfavorable silty sandstone host.

Uranium mineralization in the Gas Hills is present in bodies usually referred to as “rolls” (King and Austin, 1966; Armstrong, 1970). In vertical cross section they are irregularly crescent or “C” shaped. Rolls are the result of oxidized and soluble uranium being transported by ground water to a location within a permeable sandstone host where a reaction within a reducing environment occurs and insoluble reduced, uranium minerals are deposited. The contact between oxidized and reduced conditions is the “roll front”.

Uranium deposits in the Gas Hills were formed by the classic Wyoming-type roll-fronts. Roll-fronts are irregular in shape, roughly tabular and elongated, and range from thin pods and a few feet in width and length, to bodies several hundred or thousands of feet in length. The deposits are roughly parallel to the enclosing beds but may form rolls that cut across bedding. Roll-front deposits are typified by a C-shaped morphology in which the outside of the C extends down-gradient in the direction of historic groundwater flow and the tails extend up-gradient of historic groundwater flow. Tails are typically caught up in the finer sand and silt deposits that grade into over and underlying mudstones, whereas the heart of the roll-front (higher grade mineralization) lies within the more porous and permeable sandstones toward the middle of the fluvial deposits.

History

The Gas Hills Uranium District (Gas Hills) was one of the major uranium mining and production regions in the USA. Between 1953 and 1988, many companies explored, developed, and produced uranium in the Gas Hills, including on lands now controlled by enCore. Three uranium mills operated in the district and two others nearby were also fed by ore mined from Gas Hills. Cumulative production from the Gas Hills is in excess of 100 million pounds of uranium, mainly from open-pit mining, but also from underground mining and ISR.

Mine production did occur adjacent to and in the vicinity of the Project; however, the areas for which mineral resources are defined are unmined. Uranium was discovered in the Gas Hills in September 1953 by both ground and airborne radiometric surveys. Early exploration in the district exposed numerous near surface oxidized deposits and small shipments of ore were shipped out of state for processing. In 1955, the Atomic Energy Commission (AEC now the US DOE) constructed an ore buying station in Riverton, WY where ore was stockpiled and eventually milled. In the Gas Hills area, when the AEC approved purchase allotments in 1956, Utah Construction (later Pathfinder and then Areva) began the Lucky Mc Mill in the central Gas Hills and Lost Creek Oil and Uranium (later Western Nuclear) began the Split Rock Mill 15 miles south at Jeffrey City. By 1959 the AEC authorized three additional mills in the county: Fremont Minerals’ (Susquehanna Mining) mill in Riverton, Federal-Radorock-Gas Hills Partners’ (later Federal American Partners) central Gas Hills mill, and Globe Uranium Company’s (later Union Carbide) east Gas Hills mill.

With the rapid decline in uranium price in the early to mid-1980’s production slowly halted. The last mill production in the Gas Hills occurred in 1988, at Lucky Mc. Extensive mill site and mine reclamation occurred from the late 1980s through to the present time in the Gas Hills. However, Wyoming remains the largest current uranium producer in the USA and there are numerous uranium projects in the state (Beahm, 2017).

The present Project area was acquired by URZ’s subsidiary UColo from Strathmore on October 31, 2016, and subsequently the Project area was acquired by enCore through a merger with Azarga in 2021. The minerals were originally acquired by staking and purchasing unpatented mining claims, and by acquiring the State of Wyoming Mineral Lease and the private South Pass Land and Livestock Company mineral lease.

More than 100,000 exploration and development holes were drilled in the Gas Hills from the mid-1950s to the mid-1980s. Since 1990, a few hundred holes have been drilled, nearly all by Strathmore and Cameco. Strathmore acquired exploration data for several of its Gas Hills properties; all of which are now controlled by enCore.

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Permitting and Licensing

Prior to significant construction and mining, several permits/licenses from federal, state, and local agencies will be required as follows:

Federal

•EPA – Aquifer Exemption for UIC Class III wells and UIC Class I disposal wells (as necessary) and Subpart W Pond Construction Permit for the holding pond.

•BLM – Environmental Assessment (EA) and Approval of the Plan of Operations.

State

•Wyoming Department of Environmental Quality Uranium Recovery Program “WDEQ-URP” – Source and Byproduct Material License.

•WDEQ Land Quality Division “WDEQ-LQD” – Permit to Mine.

•WDEQ Water Quality Division “WDEQ-WQD” – UIC Class I Permit for deep well injection of wastewater generated from wellfield bleed and other plant processes, and Storm Water Discharge Permit which allows for surface discharge of storm water.

•WDEQ-Air Quality Division “WDEQ-AQD” – Air Quality Division, Chapter 6, Section 2, New Source Permit Authorization to Construct. • Wyoming State Engineer’s Office “SEO” – Various groundwater appropriation permits for ISR of uranium.

Local

•Fremont County Septic system.

Since a large portion of the project lies over federal surface, the BLM will complete the National Environmental Protection Act “NEPA” analysis for this project which will be required to approve the BLM Plan of Operation. Since the footprint of this project is less than 640 acres, BLM regulations indicate that the NEPA analysis should be an Environmental Assessment “EA” level review. For the purposes of this PEA, it was assumed that the BLM would elect to do an EA level of analysis. Should BLM decide to pursue a full Environmental Impact Statement (EIS) a much more detailed analysis of potential project impacts will be required.

WDEQ-URP license preparation and review process will take approximately two years to complete. The review will include an opportunity for public comment. WDEQ-LQD, will review the permit to mine application pursuant to Noncoal Chapter 11 Rules and Regulations and will provide opportunities for public comment. The LQD review will also likely take about two years which will happen in parallel with the URP review. Following permit to mine approval, an aquifer exemption from the EPA Region 8 will be requested. The EPA will review the LQD’s request against UIC Program requirements found in 40 CFR Parts 144 and 146 to ensure compliance. If the EPA determines the operation will be in compliance, the agency will issue an aquifer exemption which allows mining within a defined portion of the uranium host aquifer.

Quality Assurance and Quality Control

For 2011 and 2012, drilling security practices involved: awareness of chain-of-custody issues, limited access to logging tools through locked storage as approved by the U.S. Nuclear Regulatory Commission, and continuing calibration of logging tools to assure that no tampering has occurred. All drill hole samples were in locked storage until sent out for laboratory testing. Drill cutting samples were generally not preserved and it was typical for the mine operators to assay drill samples at their on-site laboratories.

Data Verification

Data sources reviewed for the estimation of uranium mineral resources for the Project include radiometric equivalent data (eU3O8) for 4,570 drill holes (4,056 pre-2007), eU3O8 data and PFN assay data for 272 drill holes completed from 2007 to 2013, and eU3O8 and core data for one core hole completed in 2024. For the 2011-2012, drilling programs, down hole geophysical logging using the PFN tool was completed with Strathmore’s PFN logging truck and independently confirmed by GAA Wireline Services.

Extensive verification work was previously completed for holes drilled pre-2007 in the 2017, mineral estimate (Beahm, 2017). This Report used the results of the 2007 to 2013 drilling as part of the verification procedures on the pre-2007 drilling. The Authors reviewed this analysis as well as post-2007 drilling raw data.

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Mineral Resources

The mineral resource estimates are based on radiometric equivalent uranium grades % eU3O8. A minimum 0.02% eU3O8, minimum 1.0-foot thickness, and minimum GT of 0.10 was used in the estimations along with a bulk dry density of 16 cubic feet per ton. Resources were estimated using the GT contour method, which is industry standard for this type of deposit. The GT was determined for each drill hole by major stratigraphic horizon, then the GT was summed separately for each mineralized sub-horizon for intercepts meeting the cutoff criteria. Contours were drawn in two-dimensional space around horizon intercepts, allowing projection up to 100 feet across a mineralized trend and up to 600 feet along the mineralized trend.

Average GT for each contour was calculated one of two ways depending on if the contour was the highest GT contour or if it contained another, higher GT contour. If the contour was the highest GT contour, all GT values within the contour were averaged, then averaged with the value of that GT contour. For example, a 1.0 GT contour with two GT values of 1.20 and 1.47 and no higher contour within would be (((1.20+1.47)/2)+1.0)/2 = 1.17 average GT. If the contour contained another higher contour, the average GT was the average of the upper and lower GT contour values. For example, a 1.0 GT contour with a 2.0 GT contour within would be (1.0+2.0)/2 = 1.5 average GT.

Pounds of uranium for each contour were calculated by multiplying the contour area by GT for the contour and applying the conversion constant and dividing by bulk density factor ((Area x Avg GT x 20)/16 = Pounds). Tonnage was calculated by multiplying composited contour thickness by contour area to get cubic feet, then converting to tonnage by applying the density factor (Thickness x Area/16).

The 0.10 GT base case cutoff was selected by meeting economic criteria for both ISR and open pit/heap leach methods differentiated on the relative location to the water table. Resources labeled “ISR” meet the criteria of being sufficiently below the water table to be amenable by ISR methods and as well as also meeting other hydrogeological criteria. “Non-ISR” resources include those generally above the natural water table, which would typically be mined using open pit methods.

Mineral resources were classified as measured, indicated, and inferred based on the distance to the nearest drilling intercept to measure drilling density. To be classified as measured resources, the contour must fall within 100 feet of a mineralized drill hole intercept in that horizon. Indicated resources must fall between 100 and 250 feet from the nearest mineralized intercept in that horizon. Inferred resources must be within 600 feet of a mineralized intercept in that horizon.

The GT contours were divided and classified based on area contained within each of the distance boundaries from drill hole intercepts. After classifying resources based on distance from drilling, further consideration was given to applicable mining methods for each pod. Reclassification of resource was determined based on local water table levels at each resource pod and the level of detail of hydrogeologic understanding.

At this time, only the Central Unit has had groundwater flow modeling completed. All other ISR resources which met the measured criteria for ISR drilling density were classified as indicated resource until more detailed hydrologic studies to support ISR are conducted on these resource areas.

The cutoff used for mineral resource classification was a minimum 0.02% eU3O8, minimum 1.0-foot thickness, and minimum 0.10 GT. These criteria were determined to meet the criteria for “reasonable prospects for economic extraction” for both ISR and open pit heap/leach mining methods. The GT cutoff of 0.10 GT is also consistent with previous historic resource estimation in the area. The average grade of ISR resources in this estimate at a 0.10 GT cutoff met economic criteria for ISR extraction and thus is considered the base case for this Report.

When drawing GT contours, the maximum allowable GT was set at 7.0. Any drilling intercept with a higher GT was included in the 7.0 GT contour and assigned that value.

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Measured and Indicated Mineral Resource Summary:

Pounds	Tons	Average Grade	Average Grade %		Average Thickness	Average GT
December 31, GT cutoff
Measured	2,051,000	994,000	0.10	%	5.35	0.55
Indicated	8,713,000	6,031,000	0.07	%	6.13	0.44
Total Measured and Indicated	10,764,000	7,025,000	0.08	%	6.05	0.46
December 31, 2024 ISR Only (GT cutoff 0.10)
Measured	2,051,000	994,000	0.10	%	5.35	0.55
Indicated	5,654,000	2,835,000	0.10	%	4.92	0.49
Total Measured and Indicated	7,705,000	3,829,000	0.10	%	4.99	0.50
December 31, 2024, Non -ISR Only (GT cutoff 0.10)
Indicated	3,059,000	3,196,000	0.05	%	8.60	0.41
Total Measured and Indicated	3,059,000	3,196,000	0.05	%	8.60	0.41

Notes:

1. Mineral resources as defined in 17 CFR § 229.1300.

2. All ISR Only resources occur below the static water table.

3.The point of reference for mineral resources is in-situ at the Project.

4. Mineral resources are not mineral reserves and do not have demonstrated economic viability.

5. An 80% metallurgical recovery factor was considered for the purposes of the economic analysis.

6.Totals may not sum due to rounding.

Inferred Mineral Resource Summary

Pounds	Tons	Average Grade	Average Grade %		Average Thickness	Average GT
December 31, (GT cutoff 0.10)
Inferred	490,000	514,000	0.05	%	6.16	0.29
December 31, 2024 ISR Only (GT cutoff 0.10)
Inferred	428,000	409,000	0.05	%	5.94	0.31
December 31, 2024, Non -ISR Only (GT cutoff 0.10)
Inferred	62,000	105,000	0.03	%	7.01	0.21

Notes:

1.Mineral resources as defined in 17 CFR § 229.1300.

2.All ISR Only resources occur below the static water table.

3.The point of reference for mineral resources is in-situ at the Project.

4.Mineral resources are not mineral reserves and do not have demonstrated economic viability.

5.Totals may not sum due to rounding.

Mining, Processing and Recovery Methods

enCore plans to use the ISR mining technique with a low pH lixiviant at the Project. Gas Hills was one of the major uranium mining and production regions in the USA with cumulative production in excess of 100 million pounds of uranium, mainly from open-pit mining, but also from underground and ISR mining methods. This historical production demonstrated the host Wind River Formation sandstones and the hydrological conditions to be suitable for ISR production.

ISR is employed because this technique allows for the low cost and effective recovery of roll front mineralization. An additional benefit is that ISR is relatively environmentally benign when compared to conventional open pit or underground recovery techniques. ISR does not require the installation of tailings facilities or require significant surface disturbance.

This mining method utilizes injection wells to introduce a lixiviant into the mineralized zone. This PEA assumes a low pH lixiviant will be utilized in the ISR process. Low pH ISR lixiviants have technical and economic advantages over alkaline lixiviants in formations that have relatively low carbonate content and amenable geology. These advantages include potential for higher recovery, shorter leaching duration, lower lixiviant and oxidant requirements, constituent-specific advantages during groundwater restoration, and a higher degree of natural attenuation than alkaline lixiviant. The lixiviant is made of native groundwater fortified with a complexing agent such as sulfuric acid. The complexing agent bonds with the uranium to form uranyl sulfate, which is then recovered through a series of production wells and piped to a processing

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plant where the uranyl sulfate is removed from solution using ion exchange. The groundwater is re-fortified with the complexing agent and recirculated to the wellfield to recover additional uranium.

ISR operations consist of four major solution circuits, ion exchange to extract uranium from the mining solution, an elution circuit to remove uranium from the IX resin, a yellowcake precipitation circuit, and a dewatering, drying, and packaging circuit.

Economic Analysis

The economic assessment presented in the Gas Hills Technical Report Summary is based on geological evaluation and mapping of production areas, determining which areas are not viable for production activities due to hydrologic features, and obtaining an 80 percent recovery of the remaining resources.

A cash flow statement has been developed based on the CAPEX, OPEX, and closure cost estimates and the production schedule. The sales price for the produced uranium is assumed at $87.00 per pound for the life of the Project.

The production rate assumes an average solution uranium grade (headgrade) of approximately 97 mg/L. The sales for the cash flow are developed by applying the recovery factor to the Project resource estimate. The total uranium production over the life of the Project is estimated to be 6.16 million lbs.

The production estimates and OPEX distribution used to develop the cash flow are based on the production and restoration models developed by enCore and incorporated in the cash flow. The cash flow assumes no escalation, no debt interest, or capital repayment. It also does not include depreciation. Estimated payback in the post-federal tax cash flow model is near the middle of the third year of production. Net cash flow before income tax over life of the Project is estimated to be $286.0 million and the net after-tax cash flow is estimated at $245.7 million. The Project has an estimated pre-tax Internal Rate of Return (IRR) of 54.8 percent and a Net Present Value (NPV) of $166.9 million. After-tax IRR and NPV are estimated at 50.2 percent and $141.8 million, respectively. The NPV was calculated assuming an 8 percent discount rate. The NPV assumes cash flows take place in the middle of each period. NPV and IRR calculations are based on Year-2 through Year 11 and includes costs escalated by 8 percent per year from Year -4 and Year -3 treated as if the escalated costs occurred in Year-2. This approach to calculating the IRR and NPV was taken because Year -2 is the first year a significant sum of capital is invested in the project. Pre-income tax estimated cost of uranium produced is $40.61 per pound including royalties, severance taxes, ad valorem taxes, plus all operating and capital costs.

Capital Cost Estimates

CAPEX costs were developed based on the current designs, quantities, and unit costs. The cost estimates presented herein are based on personnel and capital equipment requirements, as well as wellfield layouts, process flow diagrams, tank and process equipment and buildings at enCore’s Dewey-Burdock Project in western South Dakota as well as other similar uranium projects. The Project has pre-mining development and capital costs of $55.2 million.

After the start of mining, the CAPEX category will include subsequent mine unit drilling and wellfield installation costs as well as construction of transfer pipelines to move water from the Jeep, South Black Mountain, and Central Units to the CPP location in the West Unit. Wellfield development costs used in this analysis were developed based on costs estimated in the Shirley Basin 2024 PEA. The average well depth in the Project is nearly 60 ft. deeper than the average well in the Shirley Basin Project and the monitor wells will target the underlying rather than an overlying aquifer. As such, the costs were escalated to account for these factors. No additional contingency was applied to the CAPEX costs for the purposes of this report.

The first series of header houses will be brought online sequentially until the planned plant throughput (approximately 2,400 gpm) is attained. In the event headgrades at the plant fall below projected values, the CPP as considered in this analysis will have additional capacity (up to 4,400 gpm) to allow for flows to be increased to meet the production target of 1 million pounds of U3O8 per year. The remainder of the additional mine units will be developed in such a way as to allow for plant capacity/production targets to be maintained.

The wellfield development costs include both wellfield drilling and wellfield construction activities and were estimated based on the assumption that the wellfields in this Project will be similar in design to those in the Shirley Basin PEA (WWC, 2024). The wellfield costs include wells, header houses, and the hydraulic conveyance (piping) system associated

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with the wellfields. Additionally, trunk and feeder pipelines, electrical service, roads and wellfield fencing are included in the costs.

The accuracy of the CAPEX estimation complies with item 1302 of Regulation S-K for an Initial Assessment with economics.

Operating Costs Estimates

The OPEX costs have been developed by evaluating and including each process unit operation and the associated required services (power, water, air, waste disposal), infrastructure (offices, shops and roads), salary and benefit burden, and environmental control (heat, air conditioning, monitoring). Total OPEX costs, including selling, production and operating costs have been estimated at $95.6 million, or approximately $15.51 per pound. The costs are based on enCore’s estimated costs at the Dewey-Burdock Project and have no additional contingency attached except for escalation for inflation. The prices for the major items identified in this report have been sourced in the United States. Major cost categories considered when developing OPEX costs include wellfield, plant, processing, and site administration costs as detailed in the table below.

The accuracy of the OPEX estimation complies with item 1302 of Regulation S-K for an Initial Assessment with economics.

Sensitivity Analysis

The Project is sensitive to changes in the price of uranium. Assuming an 8 % discount rate, a $5.00 per pound change in the uranium price adjusts the pre-federal income tax NPV by just over $18 million and the post-federal tax NPV by just over $15 million. A $5.00 per pound increase in uranium price adjusts the pre-tax and post-tax IRR by approximately 3 %.

Assuming an 8 % discount rate and a constant uranium price of $87.00 per pound of U3O8, CAPEX and OPEX costs were varied in both the pre- and post-federal income tax cashflow models to evaluate effects on NPV. A 5% change in CAPEX

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and OPEX costs can impact the NPV by approximately $5.6 million and $2.6 million, respectively. The IRR is also affected by changes in CAPEX and OPEX costs. A 5% change in OPEX costs adjusts the IRR by approximately 2 % in the pre-tax cashflow model.

A 5% change in the OPEX and CAPEX costs can have an impact to the NPV of approximately $3.0 million and $5.7 million in both the pre- and post-tax cashflow models, respectively. The IRR is also affected by changes in OPEX and CAPEX costs. The changes in IRR are not linear.

Planned Work

In 2025, the Company plans to complete environmental data collection necessary to prepare an application for a source material license and a permit to mine with the State of Wyoming. Additionally, the Company expects to begin preliminary work on an application for a plan of operations from the U.S. Bureau of Land Management.

Seasonality

The timing of our uranium concentrate sales are dependent upon factors such as extraction results from our uranium recovery activities, cash requirements, contractual requirements and perception of the uranium market. As a result, our sales are neither tied to nor dependent upon any particular season. In addition, our ability to extract and process uranium does not change on a seasonal basis.

Environmental, Social, and Governance Principles

The long-term success of enCore requires the integration of sustainability into all aspects of its business. Leading environmental, social and governance performance (“ESG”) is strongly correlated to strong financial performance and the creation of long-term value for enCore’s shareholders and other stakeholders. This includes striving to meet the highest standards, contributing toward sustainable development, and serving as responsible natural resource stewards to make positive and lasting impacts on the communities where we operate. enCore is responsible to its shareholders, governments, and community stakeholders as the Company’s projects are advanced, and we consider appropriate best practices and innovative methods to meet and exceed these standards where practical, within our financial means. The Company announced on October 21, 2024, the release of its inaugural Sustainability Report that provides details on the Company’s commitment to ESG performance, and the report provides measurable goals for demonstrating performance for key ESG metrics. The Company’s Sustainability Report can be found at its website, https:// encoreuranium.com.

Land Tenure

The Company’s land holdings in the U.S. are held either by leases from the fee simple owners (private parties or the State) or unpatented mining claims located on property owned and managed by the U.S. Federal Government. Annual fees must be paid to maintain unpatented mining claims, but work expenditures are not required. Holders of unpatented mining claims are generally granted surface access to conduct mineral exploration and extraction activities. However, additional permits and plans are generally required prior to conducting exploration or mining activities on such claims.

Government and Environmental Regulations

Government Regulations

The Company’s properties and facilities are subject to extensive laws and regulations which are overseen and enforced by multiple federal, state and local authorities. These laws govern exploration, construction, extraction, recovery, processing, exports, various taxes, labor standards, occupational health and safety, waste disposal, protection and remediation of the environment, protection of endangered and protected species, toxic and hazardous substances, and other matters. Uranium minerals exploration, extraction, recovery, and processing are also subject to risks and liabilities associated with the perceived potential for impacts to the environment and disposal of waste products occurring as a result of such activities.

Compliance with these laws and regulations may impose substantial costs on the Company and may subject the Company to significant potential liabilities. Changes in these regulations or changes in regulatory attitudes or interpretations could require the Company to expend significant resources to comply with new laws or regulations, attitudes or interpretations relating thereto, or changes to current requirements and could have a material adverse effect on the Company’s business operations. However, compliance with government regulations generally, including but not limited to environmental regulations, is an integral part of the Company’s day-to-day business and impacts virtually all the Company’s capital

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expenditure and operating decisions at its facilities, as the Company’s facilities and operations must comply with this extensive array of environmental, health and safety laws and regulations. The costs of compliance with these laws and regulations are therefore well understood and assumed by the Company in all its capital budgeting decisions, project analyses and cost and earnings projections. As all the Company’s competitors in the uranium mining industry in the U.S. face the same or similar regulatory requirements, the Company does not believe its need to comply with this extensive array of laws and regulations materially affects the Company’s competitive position within the U.S. uranium mining industry.

Environmental Regulations

Our operations where exploration, development and operations are taking place, are subject to extensive laws and regulations which are overseen and enforced by multiple federal, state and local authorities. These laws and regulations govern exploration, development, various taxes, labor standards, occupational health and safety including radiation safety, waste disposal, underground source of drinking water, protection and remediation of the environment, protection of endangered and protected species, toxic and hazardous substances and other matters. Uranium minerals exploration is also subject to risks and liabilities associated with pollution of the environment and disposal of waste products occurring as a result of mineral exploration.

Compliance with these laws and regulations imposes substantial costs on us and may subject us to significant potential liabilities or impacts to operations or project development. Changes in these regulations could require us to expend significant resources to comply with new laws or regulations or changes to current requirements and could have a material adverse effect on our business operations. Compliance with all current regulations, including but not limited to the environmental and safety regulatory schemes, is an integral part of our day-to-day business, management and staff commitment and expenditures. The costs attendant to compliance are understood and routinely budgeted and are generally comparable to those of other U.S. uranium companies and other natural resources companies in the U.S. and Canada. It should be noted that environmental protections and regulatory oversight thereof vary significantly outside North America, particularly in Kazakhstan and Russia, where state-owned enterprises operate with only limited regulatory oversight related to environmental and worker safety.

Mineral exploration and development activities, as well as our uranium recovery operations, are subject to comprehensive regulation which may cause substantial delays, restrictions or require capital outlays in excess of those anticipated, causing an adverse effect on our business operations. Mineral exploration operations are also subject to federal and state laws and regulations that seek to maintain health and safety standards. Various permits from government bodies are required for drilling operations to be conducted; no assurance can be given that such permits will be received. Environmental standards imposed by federal and state authorities may be changed and any such changes may have material adverse effects on our activities. Mineral recovery operations are subject to federal and state laws relating to the protection of the environment, including laws regulating removal of natural resources from the ground and the discharge of materials into the environment. The posting of a performance bond and the costs associated with our permitting and licensing activities require a substantial budget and ongoing cash commitments. In addition to pursuing ongoing permitting and licensure for new projects and additions to our existing projects, these expenditures include ongoing monitoring (e.g., wildlife, groundwater and effluent monitoring) and other activities to ensure regulatory and legal compliance, as well as compliance with our permits and licenses.

We believe that we comply with all federal, state and local applicable laws and regulations which govern environmental quality and pollution control. The appropriate regulatory agencies do conduct routine and regular inspections of activities by the Company at all of its operating and past operating sites, and to date, the Company has not been notified of any material non-compliance that would require any form of financial penalty or operating restriction.

In November 2023, the Company received renewed license approval from the TCEQ for the Company’s combined South Texas CPPs at its Rosita, Kingsville Dome and Vasquez uranium projects. The renewed license allows for the removal of two IX units at the Rosita CPP and wellfield.

A Source and Byproduct Materials License was issued by the NRC in April of 2014 for our Dewey-Burdock Project. The State of South Dakota Large Scale Mine Permit (“LSMP”) has been recommended for approval by the South Dakota Department of Environment, and draft UIC Class III and Class V permits were initially issued in March 2017 and reissued in August 2019.

Licenses and Permits

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In Texas, the TCEQ regulates uranium recovery and issues the necessary licenses and permits. A Radioactive Material License issued by TCEQ covers the Rosita, Kingsville Dome and Vasquez projects, and it was renewed in May 2021. Each site also has Class I non-hazardous injection permits for operation of waste disposal wells on site, which are also regulated by the TCEQ. All permits for the disposal wells are active.

The Rosita Project includes four TCEQ production area authorizations (“PAA”) that could allow for low cost and accelerated timeline to extraction. Production areas 1 and 2 are depleted, and groundwater restoration has been completed to regulatory standards. Production areas 3 has been depleted by previous uranium extraction operations that were shut in in 2008. Production Area 5 is currently undergoing uranium extraction. In 2013, enCore completed the final phase of TCEQ required stabilization in production areas 1 and 2.

The Alta Mesa Uranium Project is a fully licensed and constructed ISR project. The current Radioactive Materials License and Class III Underground Injection Control Permit are in timely renewal. Production Areas 1 through 4 have been depleted and the groundwater in Production Area 1 has been restored. Production Areas 5 and 6 have been partially extracted and will be restarted with future extraction operations. Production Area 7 is currently undergoing uranium extraction operations. The Alta Mesa Project has two fully permitted Class I non-hazardous injection permits for the operation of two disposal wells on site.

The Company’s Upper Spring Creek – Brown Uranium Project is currently partially permitted. It currently has an aquifer exemption and a Class III Underground Injection Control Permit. The Company has applied to amend the Radioactive Materials License for the Rosita CPP to incorporate the wellfields and satellite IX facility for the project.

Waste Disposal

The Resource Conservation and Recovery Act (“RCRA”) and comparable state statutes affect mineral exploration and uranium recovery activities by imposing regulations on the generation, transportation, treatment, storage, disposal and cleanup of “hazardous wastes” and on the disposal of non-hazardous wastes. Under the auspices of the EPA, the individual states administer some or all the provisions of RCRA, sometimes in conjunction with their own, more stringent requirements.

Comprehensive Environmental Response, Compensation and Liability Act

The federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) imposes joint and several liability for costs of investigation and remediation and for natural resource damages, without regard to fault or the legality of the original conduct, on certain classes of persons with respect to the release into the environment of substances designated under CERCLA as hazardous substances (collectively, “Hazardous Substances”). These classes of persons or potentially responsible parties include the current and certain past owners and operators of a facility or property where there is or has been a release or threat of release of a Hazardous Substance and persons who disposed of or arranged for the disposal of the Hazardous Substances found at such a facility. CERCLA also authorizes the EPA and, in some cases, third parties, to take actions in response to threats to the public health or the environment and to seek to recover the costs of such action. We may also in the future become an owner of facilities on which Hazardous Substances have been released by previous owners or operators. We may in the future be responsible under CERCLA for all or part of the costs to clean up facilities or properties at which such substances have been released and for natural resource damages.

Air Emissions

Our operations are subject to local, state and federal regulations for the control of emissions of air pollution. Major sources of air pollutants are subject to more stringent, federally imposed permitting requirements. Administrative enforcement actions for failure to comply strictly with air pollution regulations or permits are generally resolved by payment of monetary fines and correction of any identified deficiencies. Alternatively, regulatory agencies could require us to forego construction, modification or operation of certain air emission sources. In Texas, the TCEQ issues an exemption for those processes that meet the criteria for low to zero emission by issuing a permit by rule.

Water Management

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We commit our management team, employees and contractors to be good stewards of the water it utilizes in all parts of its operations. From exploration to restoration, water is the critical factor for ISR projects and responsibly managing that water is crucial to our business.

At all our ISR projects the ore hosted groundwater does not meet either primary or secondary drinking water standards and should only be used for industrial or agricultural use without proper treatment.

Water consumption at our ISR projects is primarily natural groundwater. During the recovery process, water is pumped from the ore hosted aquifer and piped to the satellite facility. The groundwater is filtered for solids, stripped of uranium, and then approximately 95% is re-injected or recirculated back into the same aquifer it was recovered from. This recycling process is an advantage of ISR extraction compared to other methods such as conventional or open pit mining operations that may require significant groundwater de-watering to facilitate safe mining.

In order to ensure appropriate water management, and to ensure our team can continuously make decisions to reduce our water usage, we closely monitor our water consumption. We are identifying ways to reduce water consumption on an ongoing basis.

Compliance with the Clean Water Act

The Clean Water Act (“CWA”) imposes restrictions and strict controls regarding the discharge of wastes, including mineral processing wastes, into waters of the U.S.; a term broadly defined. Permits must be obtained to discharge pollutants into federal waters. The CWA provides for civil, criminal and administrative penalties for unauthorized discharges of hazardous substances and other pollutants. It imposes substantial potential liability for the costs of removal or remediation associated with discharges of oil or hazardous substances. State laws governing discharges to water also provide varying civil, criminal and administrative penalties and impose liabilities in the case of a discharge of petroleum or its derivatives, or other hazardous substances, into state waters. In addition, the EPA has promulgated regulations that may require us to obtain permits to discharge storm water runoff. Management believes that we are in substantial compliance with current applicable environmental laws and regulations. The Company has no discharges that are regulated by the Clean Water Act at any of its current and planned operations.

GHG Emissions Management

Mining is an essential industry to enable the global transition to net-zero. Uranium recovery using ISR technology, at the heart of our business, fuels nuclear energy, which is an essential carbon-free energy source. Beyond this, we understand that our operational activities do release emissions that are considered to contribute to climate change. Therefore, over the next several years we will begin a process to understand our emissions profile, as well as identify and implement opportunities to reduce emissions, where and when possible. In October 2024, the Company issued its inaugural Sustainability Report, and in that report, a preliminary assessment of Scope 1 and 2 emissions was provided. The Company has set a goal of completing a baseline assessment Scope 1, 2, and 3 greenhouse gas emissions for its operations by the end of calendar year 2026.

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Item 1A. Risk Factors

The Company is subject to risks, certain of which are described below. The occurrence of any one or more of these risks or uncertainties could have a material adverse effect on the value of any investment in the Company and the financial condition or operating results of the Company. Additional risks and uncertainties not presently known to the Company or that the Company currently deems immaterial may also impair the Company’s business operations. Due to the nature of the Company and its business, investors should carefully consider all such risks, including those set out in the discussion below, together with the other information in this Annual Report and our other filings with the SEC and Canadian Securities Administrators, together with the other information in this Annual Report and our other filings with the SEC and Canadian Securities Administrators.

Summary Risk Factors

The following is a summary of some of the risks and uncertainties that could materially adversely affect our business, financial condition and results of operations. You should read this summary together with the more detailed description of each risk factor contained below.

•our history of negative operating cash flows and our ability to develop or maintain positive cash flow from our mining activities;

•ability to obtain additional financing on acceptable terms when needed;

•we have experienced negative cash flows from operations and may need additional financing in connection with the implementation of our business and strategic plans from time to time;

•our expansion-by-acquisition strategy;

•our properties do not contain Mineral Reserves and some of our properties, projects and facilities may not be economic within a reasonable time period or at all;

•reliance on key personnel, contractors and experts;

•conflicts of interest of our directors and officers;

•risks associated with exploration of, development of, and extraction from mineral properties;

•our reliance on third party drilling contractors, including an increased risk of loss, weather related risks or underutilization of drilling rigs;

•risks inherent to mineral exploration and extraction;

•the commercial viability of economic extraction of minerals from uranium deposits;

•the subjectiveness and uncertainty of estimations of Mineral Resources;

•future mineral extraction estimates may not be achieved;

•estimates of commodity prices used in preliminary economic assessments may never be realized;

•requirements to obtain or retain key permits to advance or achieve extraction;

•involvement of Native American tribes in the permitting process;

•opposition to mining may disrupt our business activities;

•challenges to title of our mineral property interests;

•our ability to attract, retain, train, motivate, develop and transition skilled employees;

•existing competition and geopolitical changes in the competitive landscape;

•public opinion and perception of nuclear energy;

•volatility in market prices of uranium;

•applicable laws, regulations and standards, including environmental protection laws and regulations;

•our ability to raise equity or obtain debt;

•accuracy of extraction, capital and operating cost estimates;

•ability of novel mining methods for extraction to yield anticipated results;

•the need for technical innovation and risk of obsolescence;

•availability of a public market for uranium, including global demand and supply;

•changes to and uncertainty in U.S. trade policy, tariff and import/export regulations;

•risk related to our operations on federal lands, including potential designation of national monuments or withdrawal or permits;

•risks related to our Alta Mesa joint venture;

•taxation implications of U.S. holders because the Company may be passive foreign investment company;

•potential dilution if we issue additional common shares or securities convertible into common shares;

•price volatility of our common shares;

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•our expectation to not declare or pay dividends; and

•reliance on information technology systems and cybersecurity risks;

•the time and resources necessary to comply with corporate governance practices and securities rules and regulations in the United States and Canada;

•our management’s ability to maintain effective internal controls;

•our remediation plan and ability to remediate the material weaknesses in our internal controls over financial reporting;

•United States investors may face challenges in enforcing civil liabilities against the Company, its directors, and its officers;

•taxation implications of U.S. holders because the Company may be passive foreign investment company;

•our ability to protect our proprietary data, technology and intellectual property;

•changes in climate conditions; and

•other risks described in this Annual Report, as more particularly described herein.

Risks related to enCore’s Business and Operations

We are an exploration stage company with a history of negative operating cash flows and we may never develop or be unable to maintain positive cash flow from our mining activities.

For the year ended December 31, 2024, enCore had negative operating cash flow and will require significant cash and/or alternative financing arrangements in order to develop its assets and meet its ongoing general and administrative costs and exploration commitments and to maintain its mineral property interests, which may require working capital and/or project financing in the future. As an exploration company, the Company has no source of operating cash flow and its operations to date have been funded primarily from equity financings. As a result of the expenses to be incurred by the Company in connection with its business objectives for the development of the Company’s material projects, the Company anticipates that negative operating cash flows will continue for the foreseeable future. Accordingly, the Company will require substantial additional capital in order to fund its future exploration and development activities for its material projects. The Company does not currently have any arrangements in place for this funding and there is no assurance that such funding will be achieved when required. Any failure to obtain additional financing on favorable terms or failure to achieve profitability and positive operating cash flows will have a material adverse effect on enCore’s financial condition and results of operations.

We may need additional financing in connection with the implementation of our business and strategic plans from time to time.

The exploration, construction, development and acquisition of mineral properties and the ongoing operation of mines and other facilities requires a substantial amount of capital and may depend on our ability to obtain financing through joint ventures, debt financing, equity financing or other means. We may accordingly need further capital in order to take advantage of further opportunities or acquisitions. Our financial condition, general market conditions, volatile uranium and vanadium markets, volatile interest rates, legal claims against us, a significant disruption to our business or operations, or other factors may make it difficult to secure financing necessary for the expansion of mining activities or to take advantage of opportunities for acquisitions. Further, volatility in the credit markets may increase costs associated with debt instruments due to increased spreads over relevant interest rate benchmarks, or may affect our ability, or the ability of third parties we seek to do business with, to access those markets.

Continued volatility in equity markets, specifically including energy and commodity markets, may increase the costs associated with equity financings due to a low share price and may create the potential need for us to offer higher discounts and other value (e.g., warrants). There is no assurance that we will be successful in obtaining required financing as and when needed on acceptable terms, if at all.

We have experienced negative cash flows from operations and may need additional financing in connection with the implementation of our business and strategic plans from time to time.

The Company has had negative cash flow from operations in prior years, and at low commodity prices a number of our mining properties will be on standby, making it less likely that the Company will be able to generate positive cash flows from operations in those circumstances. If the Company cannot generate positive cash flows from operations, its ability to fund its operations and implement its business plans may depend on its ability to obtain financing through joint ventures, debt financing, equity financing or other means. There can be no assurance that we will be able to achieve and maintain

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positive cash flow from operations to fund our financing needs. Further, if cash flows from operations are negative, there is no assurance that the Company will be able to raise additional funds, if needed, or that if any such additional funds are raised, that the Company will be able to raise such funds on commercially attractive terms. If we do not achieve positive cash flows or are unable to raise additional funds when needed, we may not be able to continue to fund our operations.

Our corporate strategy includes acquisitions of mining assets and businesses. Such acquisitions are subject to risks and we may not realize the anticipated benefits of an acquisition.

enCore has completed a number of transactions over the last several years and from time to time may evaluate opportunities to acquire uranium mining assets and businesses. Despite the Company’s belief that these transactions were, and others which may be completed in the future will be, in the Company’s best interest and benefit the Company and its shareholders, the Company may not realize the anticipated benefits of such transactions or realize the full value of the consideration paid or received to complete the transactions. In addition, acquisitions may be significant in size, may change the scale of enCore’s business and may expose it to new geographic, political, operating, financial and geological risks. enCore’s success in its acquisition activities depends on its ability to identify suitable acquisition candidates, acquire them on acceptable terms and integrate their operations successfully with those of enCore. Any acquisitions would be accompanied by risks, such as the difficulty of assimilating the operations and personnel of any acquired companies; the potential disruption of enCore’s ongoing business; the inability of management to maximize the financial and strategic position of enCore through the successful incorporation of acquired assets and businesses; additional expenses associated with amortization of acquired intangible assets; the maintenance of uniform standards, controls, procedures and policies; the impairment of relationships with employees, customers and contractors as a result of any integration of new management personnel; dilution of enCore’s present shareholders or of its interest in its subsidiaries as a result of the issuance of shares to pay for acquisitions; and the potential unknown liabilities associated with acquired assets and businesses. There can be no assurance that enCore would be successful in overcoming these risks or any other problems encountered in connection with such acquisitions, which could result in accounting impairments, write-downs of the carrying values of mineral properties or other assets and could accordingly have a material adverse effect on its business, results of operations, financial condition, cash flows and liquidity.

There is no right for our shareholders to evaluate the merits or risks of any future acquisition undertaken by enCore except as required by applicable laws and regulations.

Our properties do not contain Mineral Reserves under S-K 1300, and some of the Company’s properties, projects and facilities may not be economic at any point in time or at all.

None of our properties currently contain any known Mineral Reserves. Some or all of our properties, projects and facilities may not be economic for uranium, extraction, recovery or processing at any point in time. Generally, we intend to continue to hold, and in certain cases advance, properties, projects and facilities which may not be economic at any point in time in anticipation of possible future increases in the prices of uranium, as the case may be. However, in those circumstances, there can be no assurance at any time that such prices will ever, or within a reasonable time period, increase to the levels required to advance those properties or, in the case of projects or facilities on standby, to resume exploration, extraction, recovery or processing activities at those projects or facilities. In the event of depressed commodity prices, we would continue to hold our standby properties, projects and facilities because we believe that prices are likely to rise, to such levels within a reasonable time period to justify future production. This ability to maintain scalability as commodity prices increase is a key component of our business strategy. However, as there is a cost associated with holding and, in some cases, maintaining such properties, projects and facilities on standby during periods of depressed commodity prices, in those circumstances we continuously evaluate, on a case-by-case basis, such costs against the prospects for price increases, and may from time to time sell, drop or reclaim any such properties, projects or facilities.

Mining on properties having no known Mineral Resources or Mineral Reserves is inherently speculative and may not prove to be economic at any point in time or at all.

Mining is an inherently speculative business. Some of the properties on which we have the right to mine are not known to have any Mineral Reserves or Mineral Resources. There is a possibility that we will not discover uranium on any or all of our properties which can be mined or extracted at a profit at any point in time or at all. Even if we do discover and mine such minerals, the deposits may not be of the quality or size necessary for us or a potential purchaser of the property to make a profit from mining it. Few properties that are explored are ultimately developed into producing mines, and mines that are developed may not be profitable. Unusual or unexpected geological formations, geological formation pressures, fires, power outages, labor disruptions, flooding, explosions, cave-ins, landslides and the inability to obtain suitable or adequate machinery, equipment or labor, as well as all necessary licenses and permits, are just some of the many risks involved in mineral exploration programs and their subsequent development. However, we may elect, now or in the future, to proceed with the extraction of minerals on one or more of those projects without having completed the technical work

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required to declare a Mineral Reserve. If we are then unable to extract uranium in commercially viable quantities, the capital investment of mining such properties may be lost and could materially impact our business.

We may not realize any or all of the anticipated benefits from the Alta Mesa uranium project.

As part of our business strategy, we expect to see certain near-term benefits, including licensed uranium production facility with licensed and permitted Mineral Resources that will add to our overall production capacity in South Texas, as well as longer-term opportunities for growth from a large contiguous mineral property that has significant identified Mineral Resources and the potential for additional Mineral Resources that could be discovered on that property. Any benefits and growth that we realize from such efforts may differ materially from our estimates. In particular, our estimates of the potential benefits and growth from the acquisition of the Alta Mesa Project are based in part on a valuation of the Alta Mesa Project that may differ from the performance of the Alta Mesa Project on a going-forward basis. Achieving the benefits of the acquisition of the Alta Mesa Project will depend, in part, on our ability to integrate operations of the Project successfully and efficiently with our business. The challenges involved in this integration, which may be complex and time-consuming, include the following:

| ● | the diversion of management attention from other important business objective; | | --- | --- || ● | the ability to locate, hire and retain experienced staff to construct wellfields and safely conduct operation; | | --- | --- || ● | the ability to locate, hire and retain experienced contractors to allow efficient delineation drilling and well installation at a necessary rate to meet production needs; and | | --- | --- || ● | the Company’s ongoing relations with Boss with respect to the joint venture in the Alta Mesa Project. | | --- | --- |

In addition, any benefits that we realize may be offset, in whole or in part, by reductions in revenues, or through increases in other expenses, including costs to achieve our estimated synergies and growth. Our plans for the Alta Mesa Project are subject to numerous risks and uncertainties that may change at any time. We cannot assure you that our initiatives will be completed as anticipated or that the benefits we expect will be achieved on a timely basis or at all. It may take longer than expected to achieve the anticipated benefits and growth and there is no guarantee that the Alta Mesa Project will reach near-term production. If the Alta Mesa Project does not achieve the anticipated benefits and growth or reach near-term production, this may adversely affect the future financial results of the Company.

There may be potential undisclosed liabilities associated with the Alta Mesa acquisition.

In connection with the Alta Mesa Acquisition, there may be liabilities that the Company failed to discover or was unable to accurately quantify in its due diligence, which it conducted prior to the execution of the Acquisition Agreement, and the Company may not be indemnified for some or all of these liabilities, which may negatively affect securityholders. The discovery of any material liabilities, or the inability to obtain full recourse for such liabilities, could have a material adverse effect on the Company’s business, financial condition or future prospects.

We depend on key personnel, and our success will depend on our continued ability to retain and attract such qualified personnel.

enCore is dependent on the services of key management personnel. The loss of any of these key personnel, if not replaced, could have a material adverse effect on enCore’s business and operations. enCore does not currently have key-person insurance on these individuals.

Timely availability and training, strong retention rates of staffing and timely retention of contractors cannot be assured in our industry, many aspects of which are highly specialized. This is particularly true in the current labor markets in which we recruit our employees and contractors, including where we compete with higher paying energy jobs, and because of the remote locations for which employees and contractors are needed. The skilled professionals with expertise in geologic, engineering and process aspects of uranium ISR, radiation safety and other facets of our business are currently in high demand, as there are relatively few professionals with both expertise and experience.

Certain directors and officers may be subject to conflicts of interest with respect to the Company due to their relationship with other resource companies.

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enCore’s directors and officers may serve as directors or officers of other resource companies or have significant shareholdings in other resource companies and, to the extent that such other companies may participate in ventures in which enCore may participate, the directors and officers of enCore may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. In the event that such a conflict of interest arises at a meeting of enCore’s directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms in accordance with the BCBCA. From time to time several companies may participate in the acquisition, exploration and development of natural resource properties thereby allowing for their participation in larger programs, permitting involvement in a greater number of programs and reducing financial exposure in respect of any one program. It may also occur that a particular company will assign all or a portion of its interest in a particular program to another of these companies due to the financial position of the company making the assignment. In accordance with the laws of British Columbia, the directors of enCore are required to act honestly, in good faith and in the best interests of enCore. Interests of directors and officers in a particular program or other resource company may conflict with the interest of our shareholders in earning income on their investment in our common shares.

Risks related to our Industry

There are risks associated with the exploration of, development of, and production from mineral properties.

The business of exploration for minerals involves a high degree of risk. Few properties that are explored are ultimately developed into producing mines. There is no assurance that the exploration programs on enCore’s current or future mineral properties will result in the discovery of new resources or lead to the development of a commercially viable orebody.

Development of any of enCore’s properties are subject to numerous risks, including, but not limited to, delays in obtaining equipment, material and services essential to developing the projects in a timely manner; changes in environmental or other government regulations; currency exchange rates; labor shortages; and fluctuation in metal prices. Furthermore, the economic feasibility of developing a mineral project is based on many factors such as estimation of mineral reserves, tonnage and grade, anticipated metallurgical recoveries, environmental considerations and permitting, future metal prices and anticipated capital and operating costs of these projects, and it is possible that actual capital and operating costs and economic returns will differ significantly from those estimated for a project prior to production.

enCore’s mineral properties have no operating history upon which estimates of future projection and cash operating costs can be based. Estimates of mineral resources, proven and probable mineral reserves and cash operating costs are, to a large extent, based upon the interpretation of geologic data obtained from drill holes and other sampling techniques. The results of feasibility studies that derive estimates of capital and operating costs based upon the quantity, grade and configuration of mineral reserves as well as the expected recovery rates of metals from the mineralized material, are subject to change. As a result, it is possible that actual capital and operating costs and economic returns will differ significantly from those currently estimated for a project prior to development or operation. The remoteness and restrictions on access of certain of the properties in which enCore has an interest could have an adverse effect on profitability in that infrastructure costs would be higher. There are also physical risks to the exploration personnel working in the rugged terrain, often in poor climate conditions, which can be abated through safety training, adherence to high safety standards and the use of modern communication technologies.

With all mineral operations there is uncertainty and, therefore, risk associated with operating parameters and costs resulting from the scaling up of extraction methods tested in laboratory conditions. Development of a mineral property does not assure a profit on the investment or recovery of costs. In addition, extraction hazards or environmental damage could greatly increase the cost of operations, and various operating conditions may adversely affect the production from mineral properties. These conditions include delays in obtaining governmental approvals or consents, insufficient transportation capacity or other geological, geotechnical and mechanical conditions. While diligent supervision and effective maintenance operations can contribute to maximizing production rates over time, production delays from normal operating conditions cannot be eliminated and can be expected to adversely affect revenue and cash flow levels to varying degrees.

The nature of our use of independent contractors to conduct drilling rig operations presents inherent risks of loss, including weather-related risks, that could adversely affect our results of operations.

Our business relies on the use of independent drilling rig contractors, and their operations are subject to many hazards inherent in the drilling industry, including environmental pollution, blowouts, cratering, explosions, fires, loss of well control, loss of or damage to the wellbore or underground reservoir, damaged or lost drilling equipment and damage or loss from inclement weather or natural disasters, whether or not climate related. Any of these hazards could result in personal injury or death, damage to or destruction of equipment and facilities, suspension of operations, environmental and natural resources damage, reputational harm and damage to the property of others.

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Accidents may occur, we may be unable to obtain desired contractual indemnities, and our insurance may prove inadequate in certain cases. The occurrence of an event for which we are not sufficiently insured or indemnified, or the failure or inability of a customer or insurer to meet its indemnification or insurance obligations, could result in substantial losses that could adversely affect our business, financial condition and liquidity. In addition, insurance may not be available to cover certain risks, including war and political risks. Even if available, insurance may be inadequate or insurance premiums or other costs may increase significantly in the future, making insurance prohibitively expensive.

We expect to continue facing upward pressure in our insurance renewals, our premiums and deductibles may be higher, and some insurance coverage may either be unavailable or more expensive than it has been in the past. Moreover, our insurance coverage generally provides that we assume a portion of the risk in the form of a deductible or self-insured retention. We may choose to increase the levels of deductibles (and thus assume a greater degree of risk) from time to time in order to minimize our overall costs, which could exacerbate the effect of our losses on our financial condition and liquidity. In addition, our safety record is a competitive advantage for us and if one or more incidents were to occur it could significantly affect this advantage.

We are subject to the risks and hazards normally encountered by companies in the mineral exploration and extraction industry.

enCore’s business is subject to a number of risks and hazards, including environmental hazards; industrial accidents; labor disputes; catastrophic accidents; fires; blockades or other acts of social activism; changes in the regulatory environment; impact of non-compliance with laws and regulations or the implementation of new laws and regulations; natural phenomena, such as inclement weather conditions, underground floods, earthquakes, pit wall failures, ground movements, tailings pipeline and dam failures and cave-ins; and encountering unusual or unexpected geological conditions and technological failure of mining methods.

In addition, success in exploration is dependent on a number of factors including the quality of management, quality and availability of geological expertise and the availability of exploration capital. Major expenses may be required to establish reserves by drilling, constructing mining or processing facilities at a site, developing metallurgical processes and extracting uranium from ore.

There is no assurance that the foregoing risks and hazards will not occur or will not result in damage to, or destruction of, the properties and assets of enCore, personal injury or death, environmental damage, delays in or interruption of or cessation of production from the properties or impairment of enCore’s exploration or development activities or in unsuccessful exploration, which could result in unforeseen costs, monetary losses and potential legal liability and adverse governmental action, all of which could have an adverse impact on enCore’s future cash flows, earnings, results of operations and financial condition.

The Company risks potential for obsolescence, unexpected maintenance costs, dependence on the lessor's financial stability, potential for damage or loss of equipment, and not having full control over asset usage due to lease terms.

The Company owns two drilling rigs that it will lease to its existing independent contractors to provide the ability for them to capitalize additional drilling capacity and support the Company’s exploration drilling program. There is a risk that the leased equipment could become outdated quickly, leaving us with technology that is no longer suitable for our needs. Drilling rigs are known to carry high maintenance costs, and while leases may include some maintenance, unforeseen repairs or significant maintenance needs could result in additional costs not factored into the lease agreement. As a lessor, we do not control the equipment while it is operated by the lessee there could be a serious incident such as a fatality, serious injury, or serious damage our leased equipment.

Economic extraction of minerals from uranium deposits may not be commercially viable.

Whether a uranium deposit will be commercially viable depends on a number of factors, including the particular attributes of a deposit, such as its size and grade; costs and efficiency of the recovery methods than can be employed; proximity to infrastructure; financing costs; and governmental regulations, including regulations relating to prices, taxes, royalties, infrastructure, land use, worker health and safety, importing and exporting of commodities and environmental protection. The effect of these factors, either alone or in combination, cannot be accurately predicted and their impact may result in enCore not being able to economically extract minerals from any identified mineral resource.

Estimation of Mineral Resources is subjective and uncertain.

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The figures presented for Mineral Resources in this Annual Report are only estimates. The estimating of Mineral Resources is a subjective process and the accuracy of Mineral Resource estimates is a function of the quantity and quality of available data, the accuracy of statistical computations, and the assumptions used and judgments made in interpreting available engineering and geological information.

There are numerous uncertainties inherent in estimating quantities of Mineral Resources, including many factors beyond our control, and no assurance can be given that the recovery of Mineral Resources, or even estimated Mineral Reserves, will be realized. In general, estimates of mineral resources are based upon several factors and assumptions made as of the date on which the estimates were determined, including (i) geological and engineering estimates that have inherent uncertainties and the assumed effects of regulation by governmental agencies; (ii) the judgment of the geologists, engineers and other professionals preparing the estimate; (iii) estimates of future uranium prices and operating costs; (iv) the quality and quantity of available data and the interpretation of that data; and (v) the accuracy of various mandated economic assumptions, all of which may vary considerably from actual results.

All estimates are, to some degree, uncertain; with ISR, this is due in part to limited sampling information collected prior to mining. For these reasons, estimates of the recoverable Mineral Resources prepared by different professionals or by the same professionals at different times, may vary substantially. As such, there is significant uncertainty in any Mineral Resource estimate and actual deposits encountered and the economic viability of a deposit may differ materially from our estimates.

Estimated Mineral Resources may have to be re-estimated based on changes in uranium prices, further exploration or development activity or actual production experience. This could materially and adversely affect estimates of the volume or grade of mineralization, estimated recovery rates or other important factors that influence Mineral Resource estimates. Mineral Resources are not Mineral Reserves and there is no assurance that any resource estimate will ultimately be reclassified as proven or probable reserves. Mineral Resources which are not Mineral Reserves do not have demonstrated economic viability. There is significant uncertainty in any Mineral Resource estimate and the actual deposits encountered and the economic viability of a deposit may differ materially from enCore’s estimates.

No assurances can be given that future mineral production estimates will be achieved.

Estimates of future production for enCore’s mining operations as a whole are derived from enCore’s mining plans. These estimates are subject to change. enCore cannot give any assurance that it will achieve its production estimates. enCore’s failure to achieve its production estimates could have a material and adverse effect on any or all of enCore’s future cash flows, results of operation, financial condition and prospects. The plans are developed based on, among other things, mining experience, reserve estimates, assumptions regarding ground conditions and physical characteristics or ores (such as hardness and presence or absence of certain metallurgical characteristics) and estimated rates and costs of production. Actual production may vary from estimates for a variety of reasons, including risks and hazards of the types discussed above, and as set out below, including:

| ● | actual Ore mined varying from estimates in grade, tonnage, and metallurgical and other characteristics; | | --- | --- || ● | mining dilution; | | --- | --- || ● | ventilation and adverse temperature levels underground; | | --- | --- || ● | accidents; | | --- | --- || ● | equipment failures; | | --- | --- || ● | natural phenomena such as inclement weather conditions, floods, blizzards, droughts, rockslides and earthquakes; | | --- | --- || ● | encountering unusual or unexpected geological conditions; | | --- | --- || ● | changes in power costs and potential power shortages; | | --- | --- || ● | shortages of principal supplies needed for operation, including explosives fuels, chemical reagents, water, equipment parts and lubricants; | | --- | --- || ● | strikes and other actions by labor at unionized locations; and | | --- | --- || ● | regulatory restrictions imposed by government agencies. | | --- | --- |

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Such occurrences could, in addition to stopping or delaying mineral extraction, result in damage to mineral properties, injury or death to persons, damage to enCore’s property or the property of others, monetary losses and legal liabilities. These factors may also cause a mineral deposit that has been mined profitably in the past to become unprofitable. Estimates of production from properties not yet in production or from operations that are to be expanded are based on similar factors (including, in some instances, feasibility studies prepared by enCore’s personnel and outside consultants) but it is possible that actual operating costs and economic returns will differ significantly from those currently estimated. It is not unusual in new mining operations to experience unexpected problems during the start-up phase. Delays often can occur in the commencement of production. The occurrence of any of the foregoing could have an adverse impact on enCore’s future cash flow, earnings, results of operations and financial condition.

Our business relies on the use of drilling rigs operated by independent contractors to conduct exploration activities, and as such, their operating expense includes fixed costs that may not decline in proportion to decreases in rig utilization and day rates.

The independent contractors that operate drilling rigs, owned or used by the Company to conduct exploration activities on our mineral properties. Their operating expense includes all direct and indirect costs associated with the operation, maintenance and support of our drilling and related equipment, many of which are not affected by changes in day rates and some of which are not affected by utilization. During periods of reduced revenues or activity, certain of their fixed costs (such as depreciation) may not decline and often they may incur additional costs. During times of reduced utilization, reductions in costs may not be immediate as they may not be able to fully reduce the cost of their support operations in a particular geographic region due to the need to support the remaining drilling rigs in that region. Accordingly, a decline in revenues due to lower day rates or utilization may not be offset by a corresponding decrease in drilling services and solutions expense, which could have a material adverse effect on their ability to conduct drilling operations on the behalf of the Company that can have a material adverse effect on our business, financial condition and results of operations.

Shortages of drilling contractors, drilling supplies or other key materials could adversely affect our operations.

The drilling services and solutions business is highly cyclical. During periods of increased demand for drilling services and solutions and periods of supply chain disruption, delays in availability and shortages of drilling contractors and drilling supplies can occur, and it can impact our ability to execute our exploration activities according to our business plans. Additionally, suppliers may seek to increase prices for equipment, supplies, and services, which we are unable to pass through to our customers. Further, certain key rig components, parts and equipment are also either purchased from, fabricated or serviced by a limited number of vendors, which, in some cases, may be thinly capitalized and disproportionately affected by any loss of business, downturn in the energy industry, supply chain disruptions, or reduction or availability of credit. The failure of one or more third-party suppliers, manufacturers or service providers to provide equipment, components, parts or services, whether due to capacity constraints, labor shortages or other labor-related difficulties, production or delivery disruptions, price increases, quality control issues, recalls or other decreased availability of parts and equipment, is beyond our control and could materially disrupt our operations or result in the delay, renegotiation or cancellation of drilling contracts, thereby causing a loss of contract drilling backlog and/or revenues to us, as well as an increase in operating costs. If we are not able to effectively manage these disruptions and delays in the future, they could have a material adverse effect on our business, financial condition and results of operations.

No assurance can be given that estimates of commodity prices used in preliminary economic assessment will actually be realized.

The estimates of uranium prices used in S-K 1300 technical reports are based on conditions prevailing at the time of the writing of such reports. Conditions can change significantly over relatively short periods of time and, as such, there can be no assurance that the estimates of the price of uranium used in the S-K 1300 technical reports will actually be realized. Changes in the uranium price could have a significant impact on the viability of enCore’s mineral projects and an adverse impact on enCore’s future cash flows, earnings, results of operations and financial condition.

Projects may not advance or achieve production if key permits are not obtained or retained.

The advancement of mineral properties through exploration to commercial operation normally requires securing and maintaining key permits and/or licenses (collectively, the “permits”) from regulatory or governmental authorities. While enCore puts its reasonable best efforts into securing the permits necessary to advance its properties according to the policies and guidelines applicable to each permit, approval of permits rests solely with the governing agency and is outside of enCore’s control. In addition to the statutory and regulatory processes, there are other intangible factors, such as limited agency staffing due to budgetary and staff turnover that can impact permit and license reviews and approvals.

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The requirements for obtaining a RML for the Company’s mineral properties in the United States allows for public participation. Third parties may object to the issuance of RMLs and/or permits required by the Company, which may significantly delay the Company’s ability to obtain an RML and/or permit. Also, insufficient or insufficiently trained staffing at regulatory agencies may delay the issuance of required permits and licenses. Generally, public objections can be overcome through the procedures set forth in the applicable permitting legislation; however, significant financial resources and managerial resources are required through this process. In addition, the various regulatory agencies must allow and fully consider the public objections/comments according to such procedures set out in the applicable legislation and there can be no assurance that the Company will be successful in obtaining an RML and/or permit, which could have a material adverse effect on the viability of a project.

Finalization of the state permitting process for the Dewey Burdock Project is subject to hearings with public participation. If the state permits are not issued in a timely manner, or at all, it could have a material adverse impact on the Company’s financial performance, cash flows and results of operations. In addition, the Company will have to assess whether an impairment allowance is necessary, which, if required, could be material. There can be no guarantee that enCore will succeed in obtaining the permits necessary to advance its projects, and a failure to obtain necessary permits or retain permits that have been granted may result in an inability to realize any benefit from its exploration or development activities on its properties.

Native American tribes may be involved in the permitting process, which could cause delays or increased expenses.

None of the Company’s mineral properties are located within the boundaries of Native American lands or other property interests that are controlled or owned by Native Americans under the jurisdiction of the United States federal government. However, under Federal legislation, historic cultural properties of religious significance that can be identified are to be avoided or activities are to be mitigated such that the essential nature of the properties is not lost to a culture. Throughout the western United States, Native American tribes have had historical relationships with properties that are now owned by private parties, the federal government or state governments. In any federal permitting action on these properties, the agency involved is required to make an effort to communicate with Native American tribes to determine any areas of traditional cultural significance, which involves “government to government” discussions with the potentially affected Native American tribes; therefore, delays in permitting may occur through this process. In the event that traditional cultural properties are identified within a project area, the Company and the agency must determine the best method of development to ensure that disturbances are minimized or mitigated, which could be costly and have an adverse impact on enCore’s future cash flows earnings, results of operations and financial condition.

Opposition to mining may disrupt our business activities.

In recent years, governmental agencies, non-governmental organizations, individuals, communities and courts have become more vocal and active with respect to their opposition to certain mining and business activities, including with respect to production and uranium recovery at our facilities. This opposition may take on forms such as road blockades, vandalism, threats and/or slander, applications for injunctions seeking to cease certain construction, development, extraction, mining and/or milling or recovery activities, refusals to grant access to lands or to sell lands on commercially viable terms, lawsuits for damages or to revoke or modify licenses and permits, issuances of unfavorable laws and regulations, changes in regulatory attitudes and interpretations and other rulings contrary to or otherwise harming our interests. These actions can occur in response to current activities or in respect of mines or facilities that are decades old. In addition, these actions can occur in response to our activities or the activities of other unrelated entities. Opposition to our activities may also result from general opposition to nuclear energy and mining. Opposition to our business activities are beyond our control. Any opposition to our business activities may cause a disruption to our business activities and may result in increased costs and delays, which could have a material adverse effect on our business and financial condition.

Permits received are subject to expiration and may not be able to obtain, maintain or amend rights, authorizations, licenses, permits or consents required for our operations.

Our exploration and mining activities are dependent upon the grant of appropriate rights, authorizations, licenses, permits and consents, as well as continuation and amendment of these rights, authorizations, licenses, permits and consents already granted, which may be granted for a defined period of time, or may not be granted or may be withdrawn or made subject to limitations. There can be no assurance that all necessary rights, authorizations, licenses, permits and consents will be granted to us, or that authorizations, licenses, permits and consents already granted will not be withdrawn or made subject to limitations.

Permits granted by the jurisdictions in which enCore operates are typically issued with an expiry date requiring enCore to undertake certain activities within a given time frame in order for the permit to remain valid. While enCore makes every

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reasonable attempt to satisfy the terms and conditions of the permits it is granted, there can be no assurance that unforeseen circumstances may prevent the Company from doing so, and permits received may expire, which could have an adverse impact on enCore’s future cash flows, earnings, results of operations and financial condition.

The title to our mineral property interests may be challenged.

enCore has investigated its rights to explore and extract minerals from all of its material properties and, to the best of its knowledge, those rights are in good standing. No assurance can be given, however, that enCore will be able to secure the grant or the renewal of existing mineral rights and tenures on terms satisfactory to it, or that governments in the jurisdictions in which enCore operates will not revoke or significantly alter such rights or tenures or that such rights or tenures will not be challenged or impugned by third parties, including local governments, aboriginal peoples or other claimants. Although enCore is not currently aware of any existing title uncertainties with respect to any of its material properties, there is no assurance that such uncertainties will not result in future losses or additional expenditures, which could have an adverse impact on enCore’s future cash flows, earnings, results of operations and financial condition.

The procurement of mining interests and retaining skilled employees is highly competitive.

The Company competes with other mining companies and individuals for capital, mining interests on exploration properties and undeveloped lands, acquisitions of Mineral Resources and reserves and other mining assets. The Company also competes with other mining companies to attract and retain key executives and employees. There can be no assurance that the Company will continue to be able to compete successfully with its competitors in acquiring such properties and assets or in attracting and retaining skilled and experienced employees. The mining industry has been impacted by increased worldwide demand for critical resources such as input commodities, drilling equipment, tires and skilled labor, and these shortages have caused unanticipated cost increases and delays in delivery times, thereby impacting operating costs, capital expenditures and production schedules.

The Company may be at a competitive disadvantage due to the fact that many of the Company’s competitors have greater financial resources to source mineral properties and attract and retain key executives and employees. Accordingly, there can be no assurance that the Company will be able to compete successfully.

The uranium industry is highly competitive, and we may not be successful in acquiring additional contracts and projects.

The national and international uranium industry is highly competitive. enCore intends to market uranium to utilities in direct competition with supplies available from a relatively small number of mining companies, from excess inventories, including inventories made available from the decommissioning of nuclear weapons, from reprocessed uranium and plutonium derived from used reactor fuel and from the use of excess enrichment capacity to re-enrich depleted uranium tails. Our competition includes larger, more established companies with longer operating histories that not only explore for and produce uranium but also market uranium and other products on a regional, national or worldwide basis. Any failure in the expected level of demand for our uranium to materialize as a result of competition could have a material adverse effect on the Company’s business, results of operations, financial condition, cash flow and liquidity.

Nuclear energy competes with other sources of energy and is subject to public acceptance of nuclear energy as a means of generating electricity.

Nuclear energy competes with other sources of energy, including oil, natural gas, coal and hydroelectricity. These other energy sources are to some extent interchangeable with nuclear energy, particularly over the longer term. Sustained lower prices of oil, natural gas, coal and hydro-electricity may result in lower demand for uranium concentrates, which could have a material adverse effect on its business, results of operations, financial condition, cash flows and liquidity. Technical advances in, and government support and subsidies for, renewable energy sources could make these forms of energy more viable and have a greater impact on nuclear fuel demands.

Furthermore, growth of the uranium and nuclear power industry will depend upon continued and increased acceptance of nuclear technology as a means of generating electricity. Because of unique political, technological and environmental factors that affect the nuclear industry, the industry is subject to public opinion risks which could have an adverse impact on the demand for nuclear power and increase the regulation of the nuclear power industry. The nuclear incident that occurred in Japan in March 2011 had significant and adverse effects on both the nuclear and uranium industries. If another nuclear incident were to occur, it could impact the continuing acceptance of nuclear energy and the future prospects for nuclear power generation, including causing governments of certain countries to further increase regulation for the nuclear industry, reduce or abandon current reliance on nuclear power or reduce or abandon existing plans for nuclear power

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expansion. Any of the foregoing has the potential to reduce current and/or future demand for nuclear power, resulting in lower demand for uranium and lower market prices for uranium, which could have a material adverse effect on enCore’s business, results of operations, financial condition, cash flows and liquidity.

The Company’s operations are sensitive to the market price of uranium, which may be volatile.

enCore’s future revenues will be directly related to the prices of uranium as its revenues will be derived from uranium mining. The Company’s financial condition, results of operations, earnings and operating cash flows will be significantly affected by the market price of uranium, which is cyclical and subject to substantial short and long-term price fluctuations. Among other factors, uranium prices also affect the value of the Company’s resources, as well as the market price of the common shares.

Uranium prices are and will continue to be affected by numerous factors beyond enCore’s control. Such factors include, among others, the demand for nuclear power; political and economic conditions in uranium producing and consuming countries such as Canada, the United States, Russia and other former Soviet Republics; reprocessing of used reactor fuel and the re-enrichment of depleted uranium tails; sales of excess civilian and military inventories (including from the dismantling of nuclear weapons) by governments and industry participants; and production levels and costs of production in countries such as Russia and former Soviet republics, Africa and Australia; international wars or conflicts (including Russia’s military invasion of Ukraine); geopolitical developments (including trading and tariff arrangements, sanctions and cybersecurity attacks), terrorism, natural disasters and public health epidemics or pandemics. The extent and duration of such events and resulting market disruptions cannot be predicted but could be substantial and could magnify the impact of other risks to the Company. These and other similar events could adversely affect the United States and foreign financial markets and lead to increased market volatility.

If, after the commencement of commercial production, the uranium price falls below the costs of production at enCore’s mines for a sustained period, it may not be economically feasible to continue production at such sites. This would materially and adversely affect production, profitability and enCore’s results of operation and financial position. A decline in the uranium price may also require enCore to write down its Mineral Resources, which would have a material adverse effect on its earnings and profitability.

Hedging activities may not be successful.

enCore does not hedge any of its future uranium extraction but may engage in hedging activities in the future. Hedging activities would be intended to protect enCore from the fluctuations of the price of uranium and to minimize the effect of declines in the uranium price on results of operations for a period of time. Although hedging activities may protect enCore against lower uranium prices, they may also limit the price that can be realized on uranium that is subject to forward sales and call options where the market price of uranium exceeds the uranium price in a forward sale or call option contract.

We may need additional financing in connection with the implementation of our business and strategic plans from time to time.

The exploration, construction, development and acquisition of mineral properties and the ongoing operation of mines and other facilities requires a substantial amount of capital and may depend on our ability to obtain financing through joint ventures, debt financing, equity financing or other means. We may accordingly need further capital in order to take advantage of further opportunities or acquisitions. Our financial condition, general market conditions, volatile uranium market, volatile interest rates, legal claims against us, a significant disruption to our business or operations, or other factors may make it difficult to secure financing necessary for the expansion of mining activities or to take advantage of opportunities for acquisitions. Further, volatility in the credit markets may increase costs associated with debt instruments due to increased spreads over relevant interest rate benchmarks, or may affect our ability, or the ability of third parties we seek to do business with, to access those markets.

Continued volatility in equity markets, specifically including energy and commodity markets, may increase the costs associated with equity financings due to a low share price and may create the potential need for us to offer higher discounts and other value. There is no assurance that we will be successful in obtaining required financing as and when needed on acceptable terms, if at all.

We may be subject to litigation and other legal proceedings arising in the normal course of business and may be involved in disputes with other parties in the future which may result in litigation.

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The Company may be subject to litigation and other legal proceedings arising in the normal course of business and may be involved in disputes with other parties in the future, which may result in litigation. The causes of potential future litigation and legal proceedings cannot be known and may arise from, among other things, business activities, environmental laws, permitting and licensing activities, volatility in share prices or failure to comply with disclosure obligations. The results of litigation and proceedings cannot be predicted with certainty and may include potential injunctions pending the outcome of such litigation and proceedings. If the Company is unable to resolve these disputes favorably, it may have a material adverse impact on the Company’s financial performance, cash flow and results of operations. Securities class-action litigation often has been brought against companies in periods of volatility in the market price of their securities and following major corporate transactions or mergers and acquisitions. The Company may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.

The uranium industry is subject to numerous stringent laws, regulations and standards, including environmental protection laws and regulations. If any changes occur that would make these laws, regulations and standards more stringent, it may require capital outlays in excess of those anticipated or cause substantial delays, which would have a material adverse effect on our operations.

The current and future mining operations and exploration and development activities of enCore, particularly uranium mining, are subject to laws and regulations at the federal, state and local level governing worker health and safety, employment standards, mine development, mine safety, exports, imports, taxes and royalties, waste disposal, toxic substances, land claims of indigenous peoples, protection and remediation of the environment, mine decommissioning and reclamation, transportation safety and emergency response and other matters. Each jurisdiction in which enCore has properties regulates mining activities. It is possible that future changes in applicable laws and regulations or changes in their enforcement or regulatory interpretation could result in changes in legal requirements or in the terms of existing permits, licenses and approvals applicable to enCore or its projects, which could have a material and adverse impact on enCore’s current mining operations or planned development projects.

enCore is also subject to various reclamation and other bonding requirements under federal, state, provincial or local air, water quality and mine reclamation rules and permits. Although enCore makes provision for reclamation costs, there is no assurance that these provisions will be adequate to discharge its obligations for these costs. Environmental and employee health and safety laws and regulations have tended to become more stringent over time. Any changes in such laws or in the environmental conditions at enCore’s properties could have a material adverse effect on enCore’s financial condition, cash flow or results of operations.

Failure to comply with applicable environmental and health and safety laws can result in injunctions, damages, suspension or revocation of permits and the imposition of penalties. There can be no assurance that enCore has been or will be at all times in complete compliance with such laws, regulations and permits, or that the costs of complying with current and future environmental and health and safety laws and permits will not adversely affect enCore’s business, results of operations, financial condition or prospects.

Worldwide demand for uranium is directly tied to the demand for electricity produced by the nuclear power industry, which is also subject to extensive government regulation and policies, and any change in these regulations or policies may have a negative impact on enCore’s business or financial condition.

Mineral exploration and the development of mines and related facilities is contingent upon governmental approvals, licenses and permits which are complex and time consuming to obtain and which, depending on the location of the project, involve multiple governmental agencies. The receipt, duration, amendment or renewal of such approvals, licenses and permits are subject to many variables outside enCore’s control, including inadequate agency staff experience, inability of governmental agencies to process licenses and permits in a timely manner, reduced agency staff capacity, potential legal challenges from various stakeholders such as environmental groups, non-governmental organizations, aboriginal groups or other claimants. The costs and delays associated with obtaining necessary approvals, licenses and permits and complying with these approvals, licenses and permits and applicable laws and regulations could stop or materially delay or restrict enCore from proceeding with the development of an exploration project or the operation or further development of a mine. Any failure to comply with applicable laws and regulations or approvals, licenses or permits, even if inadvertent, could result in interruption or closure of exploration, development or mining operations, or material fines, penalties or other liabilities.

Where required, obtaining necessary permits to conduct exploration or mining operations can be a complex and time consuming process, and enCore cannot assure whether any necessary permits will be obtainable on acceptable terms, in a timely manner or at all.

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Insurance may not be available to cover the gamut of risks associated with mineral exploration, development and mining.

The mining industry is subject to significant risks that could result in damage to or destruction of property and facilities, personal injury or death, environmental damage and pollution, delays in production, expropriation of assets and loss of title to mining claims. No assurance can be given that insurance to cover the risks to which enCore’s activities are subject will be available at all or at commercially reasonable premiums. enCore currently maintains insurance within ranges of coverage that it believes to be consistent with industry practice for companies of a similar stage of development. enCore carries liability insurance with respect to its mineral exploration operations which includes a form of environmental liability insurance. Since insurance against environmental risks (including liability for pollution) or other hazards resulting from exploration and development activities is prohibitively expensive, enCore’s insurance coverage is limited. The payment of any such liabilities would reduce the funds available to enCore. If enCore is unable to fully fund the cost of remedying an environmental problem, it might be required to suspend operations or enter into costly interim compliance measures pending completion of a permanent remedy.

We rely on contractors and experts in our operations, which could subject the Company to liability that could adversely impact the Company’s operations and financial condition.

In various aspects of its operations, enCore relies on the services, expertise and recommendations of its service providers and their employees and contractors, whom often are engaged at significant expense to the Company. For example, the decision as to whether a property contains a commercial mineral deposit and should be brought into extraction will depend in large part upon the results of exploration programs and/or feasibility studies, and the recommendations of duly qualified third-party engineers and/or geologists. In addition, while enCore emphasizes the importance of conducting operations in a safe and sustainable manner, it cannot exert absolute control over the actions of these third parties when providing services to enCore or otherwise operating on enCore’s properties. Any material error, omission, act of negligence or act resulting in environmental pollution, accidents or spills, industrial and transportation accidents, work stoppages or other actions could adversely affect the Company’s operations and financial condition.

Extraction, capital and operating cost estimates may be inaccurate.

We prepare estimates of annual and future extraction, the attendant extraction and operational costs and required working capital for such levels of extraction, but there is no assurance that we will achieve those estimates. These types of estimates are inherently uncertain and may change materially over time. Operational cost estimates are affected by changes in extraction levels and may be affected by continuing inflation and cost-of-goods due to supply chain issues as well as the possible need to utilize a greater level of contractor services if required staffing is unavailable or cannot timely be hired and trained. Availability and consistent pricing of materials necessary in the installation of wells, surface production equipment, associated infrastructure, chemicals for processing and, expendable materials related to operations, can be variable depending on economic conditions locally and worldwide and may force changes in operations and timing of resource extraction. In addition, we rely on certain contractors related to the installation of wells and technical services associated with that installation. Their availability or cost of service can change depending on other local market conditions and may therefore affect the installation and extraction rates of mining.

Increased exposure to foreign exchange rate fluctuations may adversely affect our costs, earnings and value of some of our assets, including our common shares.

The Company maintains its accounting records and reports its financial position and results in U.S. Dollars. In addition to its listing on Nasdaq, the Company’s common shares are listed for trading on the TSX-V and trades in Canadian Dollars. In addition, enCore raises funds through equity issuances which are priced in Canadian Dollars. Fluctuations in the Canadian currency exchange rate relative to the U.S. currency could significantly impact the Company, including its financial results, operations or the trading value of its securities. The price of uranium is quoted in U.S. Dollars, and a decrease in value of the U.S. Dollar would result in a relative decrease in the valuation of uranium and the associated market value from a Canadian currency perspective.

We utilize novel mining methods for production at our properties, which may not yield anticipated results.

The Company focuses on the ISR mining method for production at its properties. While studies completed to date indicate that ground conditions and the mineral resources estimated to be contained on the Company’s Rosita, Dewey-Burdock, Gas Hills, Mesteña Grande and Alta Mesa ISR uranium projects, and the projects are amenable to extraction by way of ISR, actual conditions could be materially different from those estimated based on the Company’s technical studies completed to-date. While industry best practices have been utilized in the development of its estimates, actual results from the

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application of the ISR mining method may differ significantly. The Company will need to complete substantial additional work to further advance and/or confirm its current estimates for the use of the ISR mining method on its properties. As a result, it is possible that current estimates may not be achieved on any of the Company’s mining properties, which could adversely affect the Company’s operations and financial condition.

We are subject to technical innovation and obsolescence.

Requirements for our products and services may be affected by: technological changes in nuclear reactors, enrichment and used uranium fuel reprocessing. These technological changes could reduce the demand for our products and services and/or increase the supply of competitive products and services. The cost competitiveness of our operations may be impacted through the development and commercialization of other mining, milling, processing and other technologies. As a result, our competitors may adopt technological advancements that give them an advantage over the Company or that reduce the demand for the Company’s products and services or make them obsolete.

Since there is no liquid public market for uranium, selling uranium may take extended periods of time and suitable purchasers may be difficult to find, which could have a material adverse effect on our financial condition.

There is no liquid public market for the sale of uranium. The uranium futures market on the Chicago Mercantile Exchange does not provide for physical delivery of uranium, only cash on settlement.

The Company may not be able to, once produced, sell uranium at a desired price level for a number of weeks or months. The pool of potential purchasers or sellers is limited, and each transaction may require the negotiation of specific provisions. Accordingly, a sale cycle may take several weeks or months to complete. If the Company determines to sell any physical uranium that it has produced, it may likewise experience difficulties in finding purchasers that are able to accept a material quantity of physical uranium.

The Company may also intend to hold physical uranium for long-term investment. During this term, the value of the Company’s uranium holdings will fluctuate and accordingly the Company will be subject to losses should it ultimately determine to sell the uranium at prices lower than the acquisition cost. In addition, the Company may incur income statement losses, should uranium prices decrease or foreign exchange rates fluctuate unfavorably in future financial periods. The Company may be required to sell a portion or all of the physical uranium accumulated to fund its operations should other forms of financing not be available to fund the Company’s capital requirements, which could result in losses and adversely affect the Company’s operations and financial condition.

The ability to sell and profit from the sale of any eventual acquired uranium or mineral production from a property will be subject to the prevailing conditions in the applicable marketplace at the time of sale. The demand for uranium and other minerals is subject to global economic activity and changing attitudes of consumers and other end-users’ demand. The inability to sell on a timely basis in sufficient quantities at favorable prices could have a material adverse effect on the Company.

Global demand for uranium is subject to government regulation and policies, including international trade restrictions.

The international nuclear fuel industry, including the supply of uranium concentrates, is relatively small compared to other minerals, and is generally highly competitive and heavily regulated.

Worldwide demand for uranium is directly tied to the demand for electricity produced by the nuclear power industry, which is also subject to extensive government regulation and policies. In addition, the international marketing of uranium is subject to governmental policies and certain trade restrictions. For example, the war in Ukraine has resulted in impacts to the nuclear fuel industries and uranium producers, through the imposition of sanctions and counter sanctions, which has an adverse effect on energy and economic markets, including the nuclear fuel industries because of the vast reliance by the United States and other nations on uranium products exported from Russia and Russian-controlled or influenced sources. In addition, the conflicts in the Middle East, and other geopolitical tensions, including between the United States and China, also make it difficult to assess and predict the impact to the economy, supply disruption, increased prices of materials, and cyber-security threats.

In general, trade agreements, governmental policies and/or trade restrictions are beyond the control of the Company and may affect the supply of uranium available for use in markets like the United States and Europe, which are currently the largest markets for uranium in the world. Similarly, trade restrictions or foreign policy have the potential to impact the ability to supply uranium to developing markets, such as China and India. If substantial changes are made to regulations

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affecting the global marketing and supply of uranium, the Company’s business, financial condition and results of operations may be materially adversely affected.

Imports from state-owned enterprises may continue to challenge the U.S. uranium industry.

Notwithstanding other recent favorable market events and pricing, the global uranium market continues to be characterized by production levels and sales priced in and for countries such as Russia, Kazakhstan and Uzbekistan which adversely affect the U.S. uranium production industry. China continues to expand its role in the global uranium mining markets and in the rest of the nuclear fuel cycle, including with effects felt in the U.S. Additionally, the extent of foreign inventories in some instances remains uncertain. If U.S. imports from government-subsidized production sites resume beyond demand capacity, there could be a significant negative impact to the uranium market which could adversely impact the Company’s future profitability.

Possible amendments to the general mining law could make it more difficult or impossible for us to execute our business plan.

Members of the U.S. Congress have repeatedly introduced bills which would supplant or alter the provisions of the United States Mining Law of 1872, as amended (the “General Mining Law”). Such bills have proposed, among other things, to (i) either eliminate or greatly limit the right to a mineral patent; (ii) significantly alter the laws and regulations relating to uranium mineral development and recovery from unpatented and patented mining claims; (iii) impose a federal royalty on production from unpatented mining claims; (iv) impose time limits on the effectiveness of plans of operation that may not coincide with mine or facility life; (v) impose more stringent environmental compliance and reclamation requirements on activities on unpatented mining claims; (vi) establish a mechanism that would allow states, localities and Native American tribes to petition for the withdrawal of identified tracts of federal land from the operation of the US. General Mining Law; and (vii) allow for administrative determinations that mining or similar activities would not be allowed in situations where undue degradation of the federal lands in question could not be prevented. If enacted, such legislation could change the cost of holding unpatented mining claims and could significantly impact our ability to develop locatable Mineral Resources on our patented and unpatented mining claims. Although it is impossible to predict at this point what any legislated royalties might be, enactment could adversely affect the potential for construction and development and the economics of existing operating mines and facilities. Passage of such legislation could adversely affect our financial performance.

The EPA has in recent years announced an intention to propose new rules that, if promulgated, could result in increases in mine surety arrangements to cover currently non-existing and unidentified potential future environmental costs, which could severely impact or render infeasible many existing or prospective mining operations. The EPA dropped this proposal after considering comments received during the public participation process. Nevertheless, there is a risk that similar regulations could be proposed in the future, which could have significant impacts on the Company and the mining industry as a whole.

Our operations on U.S. federal lands may be impacted by mineral withdrawals or the designation of national monuments by the U.S. President or government, either of which could have significant impacts on the Company and our operations, as well as by other factors.

Mining claims on U.S. federal lands are subject to mineral withdrawals by the federal government or the designation of national monuments by the President of the U.S. under the Antiquities Act of 1906. In both cases, the withdrawal or the designation of a national monument withdraws the area from location and entry under the General Mining Law (defined below), subject to valid existing rights. What this means is that no new mining claims may be filed on the withdrawn or designated lands and no new plans of operations may be approved, other than plans of operations on mining claims that were valid at the time of withdrawal or designation and that remain valid at the time of plan approval. Whether or not a mining claim is valid must be determined by a mineral examination conducted by BLM. The mineral examination, which involves an economic evaluation of a project, must demonstrate the existence of a locatable mineral resource and that the mineral resource constitutes discovery of a valuable mineral deposit. Any future withdrawal of mineral lands from location and entry or future designation of additional national monuments has the potential to prevent further development on exploration stage claims held by the Company in the affected area as well as the potential for the Company to lose the ability to continue to develop mining operations on other claims in the affected area if a mineral examination indicates the deposit is uneconomical and that the claim is not valid, either of which could have significant impacts on the Company.

The risks of exchanges of state-owned lands in mineral withdrawal areas or national monuments for federal lands outside the withdrawal area or national monument but that are within the boundaries of and affect any of our properties, or similar actions, could adversely impact our affected properties or our ability to operate our affected properties.

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There are risks associated with the Company’s joint venture operations and projects.

Although the Company holds a majority interest in joint venture formed to hold the Alta Mesa Project, enCore faces risks that major decisions affecting the Alta Mesa Project may require the consent of or agreement with Boss pursuant to the joint venture agreement.

From time to time, the Company may enter into other joint venture or shared ownership arrangements with third parties to develop and/or operate its projects.

The success and timing of these operations and projects depend on a number of factors that may be outside our control, including the financial resources of our partners and the objectives and interests of our partners. While joint venture partners may generally reach consensus regarding the direction and operation of the operation or project, there are no assurances that this will always be the case or that future demands and expectations will continue to align. Failure of joint venture partners to agree on matters requiring consensus may lead to development or operational delays, failure to obtain necessary permits or approvals in an efficient manner or at all, remedies under dispute resolution mechanisms, or the inability to progress with production at the relevant operation or development of the relevant project in accordance with expectations or at all, which could materially affect the operation or development of such projects or operations and our business and financial condition.

Risks Related to Taxation

If the Company is characterized as a passive foreign investment company, U.S. Holders may be subject to adverse U.S. federal income tax consequences

Prospective U.S. investors should be aware that they could be subject to certain adverse U.S. federal income tax consequences in the event that the Company is classified as a “passive foreign investment company” (a “PFIC”) for U.S. federal income tax purposes. The determination of whether a corporation is a PFIC for a taxable year depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations, and the determination will depend on the composition of the corporation’s income, expenses and assets from time to time and the nature of the activities performed by the corporation’s officers and employees. Based on an analysis of the Company’s activities and income and assets, the Company believes that it was a PFIC for its taxable year ended December 31, 2023, and may continue to be classified as a PFIC for the taxable year ended December 31, 2024, the current taxable year and the foreseeable future. A prospective investor should consult its own tax advisor regarding the likelihood and consequences of the Company being treated as a PFIC for U.S. federal income tax purposes, including the advisability of making certain elections that may mitigate certain possible adverse U.S. federal income tax consequences but that may result in an inclusion of gross income without receipt of such income.

We are subject to Canadian tax on our worldwide income.

We are deemed to be a resident of Canada for Canadian federal income tax purposes by virtue of being organized under the laws of British Columbia, a province of Canada. Accordingly, we are subject to Canadian taxation on our worldwide income, in accordance with the rules set forth in the Income Tax Act (Canada) (the “Tax Act”) generally applicable to corporations residing in Canada.

Dividends, if ever paid, on the common shares are subject to Canadian withholding tax.

It is currently not anticipated that we will pay any dividends on our common shares in the foreseeable future. Dividends received by shareholders who are residents of the U.S. (“U.S. Holders”) will be subject to Canadian withholding tax. Any dividends may not qualify for a reduced rate of withholding tax under the U.S.-Canada Treaty. For U.S. federal income tax purposes, a U.S. Holder may elect for any taxable year to receive either a credit or a deduction for all foreign income taxes paid by the holder during the year. Dividends paid on the common stock will be treated as foreign-source income, and generally will be treated as “passive category income” or “general category income” for U.S. foreign tax credit purposes. Subject to certain limitations, a U.S. Holder should be able to take a deduction for the U.S. Holder’s Canadian tax paid, provided that the U.S. Holder has not elected to credit other foreign taxes during the same taxable year.

Dividends received by Non-U.S. Holders who are not residents of Canada for purposes of the Tax Act will be subject to Canadian withholding tax. These dividends may qualify for a reduced rate of Canadian withholding tax under any income tax treaty otherwise applicable to our shareholders, subject to examination of the relevant treaty.

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Each of our shareholders should seek tax advice, based on such shareholder’s particular facts and circumstances, from an independent tax advisor.

Changes in tax laws may affect us and our shareholders.

There can be no assurance that our Canadian and U.S. federal income tax treatment or an investment in us will not be modified, prospectively or retroactively, by legislative, judicial or administrative action, in a manner adverse to us or our shareholders.

Risks Related to enCore’s Common Shares

The issuance of additional common shares may dilute shareholders’ interest in the Company.

enCore may require additional funds to fund its exploration and development programs and potential acquisitions. If enCore raises additional funding by issuing additional equity securities, such financing may substantially dilute the interests of its shareholders.

enCore may issue additional common shares in the future pursuant to proposed acquisitions described herein and on the exercise of its outstanding stock options and warrants.

Sales of substantial amounts of enCore’s common shares, or the availability of such common shares for sale, could adversely affect the prevailing market prices for enCore’s securities. A decline in the market prices of enCore’s securities could impair its ability to raise additional capital through the sale of new common shares should enCore desire to do so.

The market price for common shares cannot be assured and subject to volatility.

Securities markets have experienced a high level of price and volume volatility, and the market price of securities of many companies has experienced wide fluctuations which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies.

In the past, following periods of volatility in the market price of a company’s securities, shareholders have often instituted class action securities litigation against those companies. Such litigation, if instituted, could result in substantial costs and diversion of management attention and resources, which could significantly harm enCore’s profitability and reputation.

enCore has never paid dividends and does not currently intend to do so in the foreseeable future. If our share price does not appreciate, our investors could potentially lose on their investment in our common shares.

enCore has never paid cash dividends on its common shares. enCore currently intends to retain its future earnings, if any, to fund the development and growth of its business, and does not anticipate paying any cash dividends on its common shares for the foreseeable future. As a result, shareholders will have to rely on capital appreciation, if any, to earn a return on investment in any common shares in the foreseeable future. Furthermore, enCore may in the future become subject to contractual restrictions on, or prohibitions against, the payment of dividends.

Our common shares are listed on Nasdaq, which subjects us to various listing standards, noncompliance of which could result in the delisting of our common shares, which could result in lower trading volumes and liquidity in the United States.

Our common shares began trading on Nasdaq on January 2, 2024. Continued listing of a security on Nasdaq is conditioned upon compliance with various listing standards. Failure to comply with Nasdaq’s continued listing standards could result in Nasdaq delisting our Common Shares resulting in our common shares trading in the less liquid over-the-counter market in the United States.

If Nasdaq delists our common shares, investors may face material adverse consequences including, but not limited to, a lack of trading market for our securities in the United States, reduced liquidity, decreased analyst coverage of our securities, and an inability for us to obtain additional financing to fund our operations.

Moreover, even to the extent our common shares remain listed on Nasdaq, there can be no assurance an active and liquid trading market for our common shares will develop or be maintained.

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General Risks

Global financial conditions and risks could materially impact our ability to raise equity or obtain debt and impact global supply chains, which could adversely impact the Company’s operations and financial condition.

The development and ongoing operation of mines requires a substantial amount of capital prior to the commencement of, and in connection with, the production of uranium. Such capital requirements relate to the costs of, among other things, acquiring mining rights and properties, obtaining government permits, exploration and delineation drilling to determine the underground configuration of a deposit, designing and constructing the mine and processing facilities, purchasing and maintaining mining equipment and complying with financial assurance requirements established by various regulatory agencies for the future restoration and reclamation activities for each project. There is a risk that cash flow from operations will be insufficient to meet current and future obligations, fund development and construction projects, and that additional outside sources of capital will be required. The volatility of global capital markets, including the general economic slowdown in the mining sector, has generally made the raising of capital by equity or debt financing more difficult. The Company may be dependent upon capital markets to raise additional financing in the future. As such, the Company is subject to liquidity risks in meeting its operating expenditure requirements and future development cost requirements in instances where adequate cash positions are unable to be maintained or appropriate financing is unavailable. If the Company is unable to raise equity or obtain loans and other credit facilities in the future and on terms favorable to the Company, these levels of volatility persist or there is a further economic slowdown, the Company’s operations, the Company’s ability to raise capital and the trading price of the Company’s securities could be adversely impacted.

As the Company’s operations expand and reliance on global supply chains increases, the impact of pandemics, significant geopolitical risk and conflict globally may have a sizeable and unpredictable impact on the Company’s business, financial condition and operations. Russia’s invasion of Ukraine, including the global response to Russia as it relates to sanctions, trade embargos and military support, have resulted in significant uncertainty as well as economic and supply chain disruptions. Should such global conflicts and responses go on for an extended period of time or should other geopolitical disputes and conflicts and responses thereto emerge in other regions that produce uranium or other energy, this could result in material adverse effects to the Company.

General inflationary pressures may impact the Company’s costs and affect our results of operations.

Inflationary pressure may also affect Company’s labor, commodity, and other input costs, which could affect the Company’s financial condition. Operational costs may be affected by continuing inflation and cost-of-goods due to supply chain issues as well as the possible need to utilize a greater level of contractor services if required staffing is unavailable or cannot timely be hired and trained. The resulting impact of this is that the Company faces higher costs for key inputs required for its operations, which may be directly through higher transportation costs, as well as indirectly through higher costs of products that rely on energy, which could result in material adverse effects to the Company.

We are dependent on information technology systems, which are subject to certain risks, including cybersecurity risks and data leakage risks associated with implementation and integration.

The Company’s operations depend upon the availability, capacity, reliability and security of its information technology (“IT”) infrastructure, and its ability to expand and update this infrastructure as required, to conduct daily operations. enCore relies on various IT systems in all areas of its operations, including financial reporting, contract management, exploration and development data analysis, human resource management, regulatory compliance and communications with employees and third parties.

These IT systems could be subject to network disruptions caused by a variety of sources, including computer viruses, security breaches and cyber-attacks, as well as network and/or hardware disruptions resulting from incidents such as unexpected interruptions or failures, natural disasters, fire, power loss, vandalism and theft. The Company’s operations also depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as pre-emptive expenses to mitigate the risks of failures.

The ability of the IT function to support the Company’s business in the event of any such occurrence and the ability to recover key systems from unexpected interruptions cannot be fully tested. There is a risk that, if such an event actually occurs, the Company’s continuity plans may not be adequate to immediately address all repercussions of the disaster. In the event of a disaster affecting a data center or key office location, key systems may be unavailable for a number of days, leading to inability to perform some business processes in a timely manner. As a result, the failure of enCore’s IT systems

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or a component thereof could, depending on the nature of any such failure, adversely impact the Company’s reputation and results of operations.

Although to date the Company has not experienced any material losses relating to cyber-attacks or other information security breaches, there can be no assurance that the Company will not incur such losses in the future. Unauthorized access to enCore’s IT systems by employees or third parties could lead to corruption or exposure of confidential, fiduciary or proprietary information, interruption to communications or operations or disruption to the Company’s business activities or its competitive position. Further, disruption of critical IT services, or breaches of information security, could have a negative effect on the Company’s operational performance and its reputation. The Company’s risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cyber security and the continued development and enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority.

The Company applies technical and process controls in line with industry-accepted standards to protect information, assets and systems; however, these controls may not adequately prevent cyber-security breaches. There is no assurance that the Company will not suffer losses associated with cyber-security breaches in the future and may be required to expend significant additional resources to investigate, mitigate and remediate any potential vulnerabilities. As cyber threats continue to evolve, the Company may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.

Our business is subject to the U.S. Foreign Corrupt Practices Act and other extraterritorial and national anti-bribery laws and regulations, a breach or violation of which could lead to substantial sanctions and civil and criminal prosecution, as well as fines and penalties, litigation, loss of licenses or permits and other collateral consequences and reputational harm.

The Company is subject to anti-bribery and anti-corruption laws, including the United States Foreign Corrupt Practices Act of 1977, as amended and the Corruption of Foreign Public Officials Act (Canada). Failure to comply with these laws could subject the Company to, among other things, reputational damage, civil or criminal penalties, other remedial measures and legal expenses which could adversely affect the Company’s business, results from operations, and financial condition. It may not be possible for the Company to ensure compliance with anti-bribery and anti-corruption laws in every jurisdiction in which its employees, agents, sub-contractors or joint venture partners are located or may be located in the future.

The Company is a public issuer in both the United States and Canada. The board of directors (the “Board”) and management must devote time and resources to compliance initiatives, corporate governance practices and securities rules and regulations that impose various requirements on both Canadian and U.S. public companies. These additional costs and management attention could negatively impact our business, financial condition and results of operations.

As a public issuer in Canada, the Company is subject to the reporting requirements and rules and regulations under Canadian securities laws and the rules of TSX-V. As a public issuer in the United States, the Company is also subject to the rules and regulations of the SEC and Nasdaq and the reporting requirements of the Exchange Act. Application of both existing or new U.S. or Canadian regulatory requirements may have adverse consequences on our ability to issue securities to raise capital or as consideration for acquisitions.

As a public company, there are costs associated with legal, accounting and other expenses related to regulatory compliance in Canada as well as compliance with the U.S. securities legislation and the rules and policies of Canadian Securities Administrators, TSX-V, the SEC and Nasdaq require reporting and listed companies to, among other things, adopt corporate governance and related practices, and to continuously prepare and disclose material information, all of which add to a company’s legal and financial compliance costs. Complying with these U.S. and Canadian statutes, regulations and requirements may occupy a significant amount of time of the Board and management.

Our management must devote substantial time and cost to the establishment, modification and maintenance of effective internal controls required by Section 404(a) of the Sarbanes-Oxley Act of 2002 (“SOX”). These requirements take additional time resources and increase our legal and financial compliance costs. If we are unable to maintain effective internal controls, our ability to produce timely and accurate financial statements could be impaired, investors could lose confidence in our financial information and the price of our common shares could decline.

Prior to becoming a U.S. reporting company on January 1, 2024, we did not have to comply with Section 404(a) of SOX regarding internal control over financial reporting. As a domestic issuer, we are now required to maintain effective disclosure controls and procedures and internal controls over financial reporting. Beginning with this Annual Report, our management is required to furnish a report on our internal controls over financial reporting. In addition, on an annual basis,

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our independent registered public accounting firm is required, pursuant to Section 404(b) of SOX, to attest to the effectiveness of our internal control over financial reporting and we will be required to include such attestation in our Annual Reports.

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP. The rules governing the standards that must be met for our management to assess our internal control over financial reporting are complex and require significant documentation, testing and possible remediation. These requirements require additional time resources and increase our legal and financial compliance costs. In this regard, we will need to (i) continue to dedicate internal resources and potentially engage outside consultants, (ii) maintain an on-going work plan to assess and document the adequacy of internal control over financial reporting, (iii) continue steps to improve control processes, as appropriate, (iv) validate, through testing, that controls are functioning as documented, and (v) maintain a continuous reporting and improvement process for internal control over financial reporting. We cannot predict or estimate the amount of time resources and additional costs we may incur or the impact and timing of such use of resources and costs. We may encounter problems or delays in implementing any changes necessary to make a favorable assessment of our internal controls over financial reporting.

Any testing by us conducted in connection with Section 404 of SOX, may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses that may require prospective or retrospective changes to our consolidated financial statements, or identify other areas for further attention or improvement. Inferior internal controls could impair our ability to produce timely and accurate financial statements and cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our common shares.

Despite the efforts we are undertaking, there is a risk that we will not be able to conclude, within the prescribed time frame or at all, that our internal control over financial reporting is effective as required by Section 404 of SOX. If within the prescribed time frame, we cannot favorably assess the effectiveness of our internal control over financial reporting, or our independent registered public accounting firm is unable to provide an unqualified attestation report on our internal controls, investors could lose confidence in our financial information and the price of our common shares could decline.

We have identified material weaknesses in our internal controls over financial reporting. If we are unable to remediate these material weaknesses, or if we experience additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial results, in which case our business may be harmed and, investors may lose confidence in the accuracy and completeness of our financial reports, and as a result, the price of our common shares may be adversely affected.

In the course of its assessment of the effectiveness of our internal control over financial reporting, our management identified material weaknesses in our internal control over financial reporting as of December 31, 2024 (see Item 9A to this Annual Report for more information). A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses are described in more detail in this Report under “Item 9A. Controls and Procedures.” As a result of these material weaknesses, our management concluded that our internal control over financial reporting and our disclosure controls and procedures were ineffective at December 31, 2024. Management has implemented a remediation plan, detailed in Item 9A of this Annual Report, as of the date of this Annual Report. If we fail to remediate the material weaknesses or experience additional material weaknesses in the future or fail to otherwise maintain effective financial reporting systems and processes, we may be unable to accurately and timely report our financial results or comply with the requirements of being a public company, which could cause investors to lose confidence in our financial information and the price of our common shares could decline. We cannot assure you that the measures we have taken to date, and are continuing to implement, will be sufficient to remediate the material weaknesses. Moreover, we cannot be certain that we will not in the future have additional material weaknesses in our internal control over financial reporting, or that we will successfully remediate any that we find.

The SEC’s disclosure requirements for Mineral Reserves and Mineral Resources, as codified in Subpart 1300 of Regulation S-K 1300, create ambiguity for issuers required to comply with both the requirements of S-K 1300 and NI 43-101, and may result in increased compliance costs for the Company.

S-K 1300, as promulgated by the SEC and effective starting in 2021, required that the Company disclose specific information related to its material mining operations, including its Mineral Resources and Mineral Reserves. While S-K 1300 is substantively the same as NI 43-101, it is relatively new compared to NI 43-101 and, thus, remains subject to unknown interpretations that could require the Company to incur substantial costs associated with compliance. Where substantive disclosure in one regulatory scheme is more restrictive/stringent than in the other, the Company opted to take the more restrictive/stringent approach in its technical reports. NI 43-101 has a prescribed format, whereas S-K 1300 does

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not; as such, the Company’s technical reports follow the formatting requirements of NI 43-101. Any further revisions to, or interpretations of, S-K 1300 or NI 43-101 could result in the Company incurring unforeseen costs associated with compliance, both in the U.S. and in Canada.

United States investors may not be able to obtain enforcement of civil liabilities against the Company.

The enforcement by investors of civil liabilities under the United States Federal or State securities laws may be affected adversely by the fact that the Company is governed by the BCBCA. It may not be possible for investors to effect service of process within the United States on certain of its directors and officers or enforce judgments obtained in the United States courts against the Company or certain of the Company’s directors and officers based upon the civil liability provisions of United States federal securities laws or the securities laws of any state of the United States. There is some doubt as to whether a judgment of a United States court based solely upon the civil liability provisions of United States federal or state securities laws would be enforceable in Canada against the Company or its directors and officers. There is also doubt as to whether an original action could be brought in Canada against the Company or its directors and officers to enforce liabilities based solely upon United States federal or state securities laws.

Changes in accounting rules and other policy or regulatory changes could occur at any time and could impact us in significantly negative ways that we are unable to predict or protect against.

The SEC, Financial Accounting Standards Board and other regulatory bodies that establish the accounting rules applicable to us have proposed or enacted a wide array of changes to accounting rules over the last several years. Moreover, in the future, these regulators may propose additional changes that we do not currently anticipate. Changes to accounting rules that apply to us could significantly impact our business or our reported financial performance in negative ways that we cannot predict or protect against. We cannot predict whether any changes to current accounting rules will occur or what impact any codified changes will have on our business, results of operations, liquidity or financial condition.

The recent change in the U.S. Presidential Administration and changes in Congress could result in significant policy changes or regulatory uncertainty in our industry. While it is not possible to predict when and whether significant policy or regulatory changes would occur, any such changes on the federal, state or local level could significantly impact, among other things, our operating expenses, our ability to obtain the required licenses and permits in a timely manner, the availability of financing, interest rates, the economy and the geopolitical landscape. To the extent that the new government administration takes action by proposing and/or passing regulatory policies that could have a negative impact on our industry, such actions may have a material adverse effect on our business, results of operations, liquidity and financial condition.

Our proprietary data, technology and intellectual property may be compromised or lost, which could result in decreased competitive advantage and/or loss to the value of such assets.

With the ever-increasing reliance on technology throughout our operations, including developments of proprietary technology and intellectual property by the Company and/or it consultants, risks of theft, appropriation or other loss of such technology and assets and/or our proprietary data pose a risk to our competitive advantage and business and financial results. We take what we believe to be reasonable steps to protect these proprietary technologies and intellectual property, including contractually and by efforts to obtain patents or trade rights where possible. but there can be no assurance that all such measures will be sufficient or successful.

Changes in climate conditions and regulatory regime could adversely affect our business and operations.

Changes in climate conditions may have both favorable and adverse effects on our business in a range of possible ways. Mining and uranium processing operations are energy intensive and result in a carbon footprint either directly or through the purchase of fossil-fuel based electricity. As such, we are impacted by current and emerging policy and regulation relating to greenhouse gas emission levels, energy efficiency, and reporting of climate-change related risks. While some of the costs associated with reducing emissions may be offset by increased energy efficiency, technological innovation, or the increased demand for our uranium and conversion services, such regulations may result in additional transition costs at some of our operations. A number of government or governmental bodies have introduced or are contemplating regulatory changes in response to the potential impacts of climate change. Where legislation already exists, regulations relating to emissions levels and energy efficiency are becoming more stringent. Changes in legislation and regulation will likely increase our compliance costs.

In addition, the physical risks of climate change may also have an adverse effect at our operations. These may include extreme weather events such as floods, droughts, forest and bush fires, and extreme storms. These physical impacts could

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require us to suspend or reduce production or close operations and could prevent us from pursuing expansion opportunities. These effects may adversely impact the cost, production, and financial performance of our operations.

We can provide no assurance that efforts to mitigate the risks of climate change will be effective and that physical risks of climate change will not have a material and adverse effect on our earnings, cash flows, financial condition, results of operations, or prospects.

Investors may experience future dilution as a result of additional equity offerings.

To raise additional capital, we may in the future offer additional common shares or other securities convertible into or exchangeable for our common shares at prices that may not be the same as the price per share as the shares an investor has previously purchased, and investors purchasing shares or other securities in the future could have rights superior to existing shareholders.

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Item 1B. Unresolved Staff Comments

None

Item 1C. Cybersecurity

We rely on information technology to operate our business. We have endpoint and other protection systems, and incident response processes, both internally and through third-party experts designed to protect our information technology systems. These established processes assist us to continuously assess and identify threats to our systems and minimize impact to our business in the event of a breach or other security incident. Additionally, the Company has implemented numerous information technology policies and procedures concerning cybersecurity matters, which include policies that directly or indirectly relate to encryption standards, antivirus protection, remote access, multi-factor authentication, confidential information and the use of the internet, social media, email and wireless and personal devices for both Company business and personal matters while utilizing Company resources. These policies go through an internal review process on a periodic basis and are, if needed, updated and re-approved by the appropriate members of management. With our third-party consultants, the processes protect our information systems and allow us to resolve any issue which may arise in the most timely and aggressive fashion.

As any new threat to security may be identified, our personnel are notified, with instruction to increase awareness of the threat and how to react if such a threat or actual breach appears to be encountered. Periodic educational notices are also disseminated to all personnel. Additionally, as our systems are modified and upgraded, all personnel are notified, with instruction as appropriate. Responsibility for the identification and assessment of risks and the recommendation of upgrades to our systems resides with our expert consultants who report to our Interim Chief Executive Officer.

Governance

Our Board oversees the risks involved in our operations as part of its general oversight function, integrating risk management into the Company’s compliance policies and procedures. With respect to cybersecurity, the Audit Committee of the Board has the ultimate oversight responsibility relating to risk management of cybersecurity.

Among other things, the Audit Committee discusses with management the Company’s major policies with respect to risk assessment and risk management, including cyber security, as they relate to the integrity of the Company’s accounting and financial reporting processes and the Company’s compliance with legal and regulatory requirements.

In addition to its other responsibilities, the Board as a whole oversees operational information technology risks, including cybersecurity, as they relate to the technical aspects of the Company’s operations. The full Board receives at least annual reports from management on information technology matters, including cybersecurity. The reports address upgrades to hardware, software, and IT systems throughout the Company, and include the identification of IT and cybersecurity risks. Security scores, risk management, and mitigation measures are routinely presented. As discussed above, we maintain endpoint and other protection systems, and incident response processes, both internally and through third-party experts. As these systems, processes, training, and upgrades are implemented, updates are provided to the Board.

Risks

Risks

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from cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected, and we do not believe are reasonably likely to materially affect us, including our business strategy, results of operations or financial statements. However, the risk of cybersecurity threats could be significant if the cyber-attack disrupts the Company’s critical operations, service or financial systems.

Risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected, and we do not believe are reasonably likely to materially affect us, including our business strategy, results of operations or financial statements. However, the risk of cybersecurity threats could be significant if the cyber-attack disrupts the Company’s critical operations, service or financial systems. For additional information regarding risks from cybersecurity threats, please refer to Item 1A, “Risk Factors,” We are dependent on information technology systems, which are subject to certain risks, including cybersecurity risks and data leakage risks associated with implementation and integration” above.

Item 2. Properties

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Please refer to Item 1. “Business and Properties” of this Annual Report for information concerning our properties.

Item 3. Legal Proceedings

From time to time, we are party to legal proceedings that arise in the ordinary course of our business. Management is not aware of any legal proceedings of which the outcome is reasonably likely to have a material adverse effect on our results of operations or financial condition, nor are we aware of any such legal proceedings contemplated by government agencies.

Item 4. Mine Safety Disclosures

Our operations and other activities are not subject to regulation by the Federal Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”).

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Part II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Performance Graph

The performance graph below compares the cumulative total return of our common stock to (a) the cumulative total return of the Standard & Poor's 500 Stock Index ("S&P 500") and (b) a composite peer group (“Peer Group”) consisting of Boss Energy, Centrus Energy Group, Denison Mines Corp and Energy Fuels. The graph assumes that the value of the investment in common stock and each index was $100 on January 20, 2023, which is the date the Company’s common shares were registered under the US Exchange Act. The performance graph assumes that all dividends were reinvested. The Peer Group is weighted on the basis of market capitalization.

Market Information

The authorized capital of the Company consists of an unlimited number of Common Shares without par value and an unlimited number of Preferred Shares without par value (referred to herein as the “enCore Preferred Shares”). As at December 31, 2024, there were 186,114,948 Common Shares issued and outstanding and held by 198 record holders. As at the date of this Annual Report on Form 10-K, there are 186,261,281 Common Shares issued and outstanding. Nil enCore Preferred Shares are issued and outstanding as at the date of this Annual Report on Form 10-K.The number of record holders is based on the records of Computershare Investor Services Inc., who serves as our transfer agent. The number of holders does not include individuals or entities who beneficially own shares but whose shares are held of record by a broker or clearing agency, but does include each such broker or clearing agency as one record holder.

The Common Shares are subject to the following rights, privileges, restrictions and conditions:

•the holders of the Common Shares are entitled to receive notice of, and attend at, and to vote in person or by proxy at general meetings of enCore shareholders and will be entitled to one vote for each such enCore Share held;

•subject to the rights of the enCore Preferred Shares as determined by the directors and in accordance with enCore’s Articles, the directors may, in their discretion, at any time and from time to time declare and cause enCore to pay dividend on the Common Shares; and

•subject to the rights, privileges, restrictions and conditions attaching to the enCore Preferred Shares, in the event of liquidation or dissolution of enCore or other distribution of assets of enCore among its shareholders for the purpose of winding up its affairs, whether voluntary or involuntary, the holders of the Common Shares will be entitled to share equally, share for share, in the distribution of the remaining property and assets of enCore.

The rights and restrictions attached to the Common Shares may be altered by resolutions of the enCore Board, subject to the Business Corporations Act (British Columbia).

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As at the date of this Annual Report, enCore has 8,818,393 stock options issued and outstanding.

As at December 31, 2024, the Company had 19,934,084 share purchase warrants to purchase Common Shares of the Company’s outstanding as follows:

Number Issued	Weighted Average Exercise Price (C$)	Expiry Date
2,444	3.27	May 2025
19,931,640	3.81	February 2026

As at the date of this Annual Report, enCore has 19,844,084 warrants issued and outstanding.

Dividend Policy

We have never declared cash dividends on our Common Shares. We anticipate that we will retain any earnings to support operations and to finance the growth of our business. Therefore, we do not expect to pay cash dividends in the foreseeable future. Any further determination to pay cash dividends will be at the discretion of our Board of Directors and will be dependent on the financial condition, operating results, capital requirements, and other factors that our Board of Directors deems relevant.

Unregistered Sales of Equity Securities

The following represents securities sold by the Company in the three years ended December 31, 2024 which were not registered under the Securities Act. Included are new issuances, securities issued in exchange for property, services or other securities, securities issued upon conversion or vesting of other Company securities. The Company issued all of the securities listed below pursuant to the exemption from registration provided by Rule 701 of the Securities Act, Section 4(a)(2) of the Securities Act, or Regulation D or Regulation S promulgated thereunder.

On March 25, 2022, the Company completed a “bought deal” prospectus offering pursuant to which the Company sold an aggregate of 19,607,842 units of the Company at a price of C$1.53 per unit for aggregate gross proceeds of C$29,999,998.26. Each unit was comprised of one common share and one-half of one common share purchase warrant of the Company. Each whole warrant entitles the holder thereof to purchase one common share at an exercise price of C$2.00 until March 25, 2024. The underwriters included Clarus Securities Inc., PI Financial Corp. and Red Cloud Securities Inc. The Company paid the underwriters a cash commission of C$1,612,499.93 and issued an aggregate of 1,053,922 compensation options of the Company. Each compensation option is exercisable to acquire one common share at an exercise price of C$1.53 per share until March 25, 2024. The Company planned to use the net proceeds to maintain and advance the Company’s material properties, acquire properties, plant upgrades, maintenance and refurbishment, and for general corporate and working capital purposes. The units were issued to investors outside of the United States in reliance upon exemption from registration afforded by Regulation S promulgated under the Securities Act.]

In September 2022, the Company consolidated the common shares on the basis of one (1) post-consolidation common share for every three (3) pre-consolidation common shares. The exercise price and the number of common shares issuable under any of the outstanding warrants, stock options or other convertible securities issued prior to the consolidation was proportionately adjusted. The common shares were issued to investors outside of the United States in reliance upon exemption from registration afforded by Regulation S promulgated under the Securities Act.

On February 15, 2023, the Company closed the acquisition of the Alta Mesa Project for $60 million in cash and a $60 million secured convertible promissory note (the “Note”). The Note has a two (2) year term and bears interest at a rate of 8% per annum payable on June 30th and December 31st of each year during the term. The Note is convertible at the election of the holder, to acquire common shares of enCore at a price of C$2.9103 per share. The holder agreed not to transact with the common shares of enCore received on conversion of the Note, including hedging and short sales, with exceptions for sale transactions of up to C$10 million in value in any 30-day period, block trades and underwritten distributions. In addition, the holder agreed to standard standstill provisions restricting additional acquisitions of enCore securities. On February 7, 2024, the full outstanding principal amount of the Note in the amount of $20 million was converted into 6,872,143 common shares of the Company. The common shares were issued in reliance upon the exemptions from

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registration afforded by Section 4(a)(2) and Rule 506(b) promulgated under the Securities Act, because (i) the issuances were not made by general solicitation or advertising and (ii) the issuances were made only to “accredited investors” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act).

On February 26, 2024, the Company issued 2,564,102 common shares of enCore at a price of $3.90 per share to Boss in connection with the joint venture in the Alta Mesa Project. The common shares were sold pursuant to the exemption from the registration requirements of the Securities Act provided by Rule 903 of Regulation S under the Securities Act. The common shares were issued in reliance upon the exemptions from registration afforded by Section 4(a)(2) and Rule 506(b) promulgated under the Securities Act, because (i) the issuances were not made by general solicitation or advertising and (ii) the issuances were made only to “accredited investors” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act).

During the fiscal year ended December 31, 2024, the Company issued 8,781,985 common shares pursuant to the exercise of warrants for gross proceeds of $25,471. During the fiscal year ended December 31, 2023, the Company issued 6,034,478 common shares to warrant holders pursuant to the exercise of warrants for gross proceeds of $14,969,000. The common shares were sold pursuant to the exemption from the registration requirements of the Securities Act provided by Rule 903 of Regulation S promulgated under the Securities Act and Rule 4(a)(2) of the Securities Act because (i) the issuances were to investors outside the United States and/or (ii) in a transaction not involving any public offering.

From January 1, 2022 to July 7, 2023, the Company issued 1,354,716 common shares to employees pursuant to the exercise of options granted under the Company’s Stock Option Plan, as amended and restated November 30, 2021 (the “Stock Option Plan”) in reliance upon the exemption from registration afforded by Rule 701 of the Securities Act.]

During the year ended December 31, 2023, the Company issued 10,615,650 units consisting of one common share and one-half share purchase warrant for gross proceeds of $20.2 million. Each whole warrant entitles the holder to purchase one additional share at a fixed price for a period of three years. The units were issued to investors outside of the United States in reliance upon exemption from registration afforded by Regulation S promulgated under the Securities Act.]

On December 6, 2022, the Company completed a “bought deal” brokered private placement of an aggregate of 23,000,000 subscription receipts of the Company at a price of C$3.00 per subscription receipt (the “Issue Price”) for aggregate gross proceeds to enCore of C$69 million (the “Subscription Receipt Offering”), including the full exercise of the Underwriters’ option. Concurrently, enCore completed a non-brokered private placement of 277,000 subscription receipts at the Issue Price for aggregate gross proceeds to enCore of C$831,000 (the “Concurrent Offering”, and collectively with the Offering, the “Private Placements”). The Subscription Receipt Offering was completed pursuant to an underwriting agreement entered into among enCore, Canaccord Genuity Corp., Haywood Securities Inc., Cantor Fitzgerald Canada Corporation, PI Financial Corp., Clarus Securities Inc., and Red Cloud Securities Inc. In consideration for their services, the underwriters were paid a cash commission equal to 6% of the gross proceeds of the Subscription Receipt Offering subject to 50% of the cash commission payable in respect of the subscription receipts held in escrow pending the satisfaction of escrow release conditions. Additionally, in consideration for their services, the underwriters were issued an aggregate of 1,350,000 non-transferable broker warrants (the “Broker Warrants”) of enCore, with each Broker Warrant being exercisable into one common share (each, a “Broker Warrant Share”) of enCore at a price of C$3.25 per Broker Warrant Share from the completion of the Subscription Receipt Offering until 27 months following the satisfaction of the escrow release conditions the Subscription Receipt Offering was subject to. In connection with the Concurrent Offering, enCore paid an aggregate of $13,800 as finder’s fee commissions. During the year ended December 31, 2023, 23,277,000 subscription receipts issued in the Subscription Receipt Offering were converted into units for gross proceeds of $51.2 million. Each unit is comprised of one common share of enCore and one share purchase warrant. Each warrant entitles the holder to purchase one additional share for a period of three years for a fixed price. The subscription receipts and common shares were issued to investors outside of the United States in reliance upon exemption from registration afforded by Regulation S promulgated under the Securities Act

Issuer Repurchases of Equity Securities

The Company did not purchase its own equity securities during the fiscal quarter ended December 31, 2024.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS FOR NON-RESIDENTS OF CANADA

The following portion of this summary is generally applicable to a holder who acquires, as beneficial owner, our common shares, and who, for purposes of the Income Tax Act (Canada) and the regulations promulgated thereunder (the “Tax Act”)

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and at all relevant times, is neither resident nor deemed to be resident in Canada and does not use or hold, and will not be deemed to use or hold, common shares in a business carried on in Canada (each, a “Non-Resident Holder”). The term “American Holder,” for the purposes of this summary, means a Non-Resident Holder who, for purposes of the Canada-U.S. Tax Convention, is at all relevant times a resident of the United States and is a “qualifying person” within the meaning of the Canada-U.S. Tax Convention eligible for the full benefits of the Canada-U.S. Tax Convention. In some circumstances, persons deriving amounts through fiscally transparent entities (including limited liability companies) may be entitled to benefits under the Canada-U.S. Tax Convention. American Holders are urged to consult their own tax advisors to determine their entitlement to benefits under the Canada-U.S. Tax Convention and related compliance requirements based on their particular circumstances.

Special considerations, which are not discussed in this summary, may apply to a Non-Resident Holder that is an insurer that carries on an insurance business in Canada and elsewhere or an authorized foreign bank (as defined in the Tax Act). Such Non-Resident Holders should consult their own advisors.

This summary is based upon the provisions of the Tax Act in force as of the date hereof, all specific proposals to amend the Tax Act that have been publicly and officially announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Proposed Amendments”) and management’s understanding of the current administrative policies and assessing practices of the Canada Revenue Agency (the “CRA”) published in writing by it prior to the date hereof. This summary assumes the Proposed Amendments will be enacted in the form proposed. However, no assurance can be given that the Proposed Amendments will be enacted in their current form, or at all. This summary is not exhaustive of all possible Canadian federal income tax considerations and, except for the Proposed Amendments, does not take into account or anticipate any changes in the law or any changes in the CRA’s administrative policies or practices, whether by legislative, governmental, or judicial action or decision, nor does it take into account or anticipate any other federal or any provincial, territorial or foreign tax considerations, which may differ significantly from those discussed herein.

Non-Resident Holders should consult their own tax advisors with respect to an investment in our common shares. This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any prospective purchaser or holder of our common shares, and no representations with respect to the income tax consequences to any prospective purchaser or holder are made. Consequently, prospective purchasers or holders of our common shares should consult their own tax advisors with respect to their particular circumstances.

Currency Conversion

Generally, for purposes of the Tax Act, all amounts relating to the acquisition, holding, or disposition of our common shares, including dividends, adjusted cost base and proceeds of disposition, must be converted into Canadian Dollars based on the exchange rates as determined in accordance with the Tax Act. The amounts subject to withholding tax and any capital gains or capital losses realized by a Non-Resident Holder may be affected by fluctuations in the value of the Canadian Dollar relative to other currencies.

Taxation of Dividends

Subject to an applicable tax treaty or convention, dividends paid or credited, or deemed to be paid or credited, to a Non-Resident Holder on the common shares will be subject to Canadian withholding tax under the Tax Act at the rate of 25% of the gross amount of the dividend. Such rate is generally reduced under the Canada-U.S. Tax Convention to 15% if the beneficial owner of such dividend is an American Holder. The rate of withholding tax is generally further reduced to 5% if the beneficial owner of such dividend is an American Holder that is a company that owns, directly or indirectly, at least 10% of the voting shares of the Company. Non-Resident Holders should consult their own tax advisors to determine their entitlement to benefits under any applicable tax treaty or convention based on their particular circumstances.

Disposition of Common Shares

A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized by such Non-Resident Holder on a disposition of common shares, unless the common shares constitute “taxable Canadian property” (as defined in the Tax Act) of the Non-Resident Holder at the time of the disposition and are not “treaty-protected property” (as defined in the Tax Act) of the Non-Resident Holder at the time of the disposition.

Generally, provided the common shares are listed on a “designated stock exchange” as defined in the Tax Act (which currently includes the TSXV and Nasdaq) at the time of disposition, the common shares will not constitute taxable

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Canadian property of a Non-Resident Holder, unless at any time during the 60-month period immediately preceding the disposition the following two conditions are met concurrently: (a) the Non-Resident Holder, persons with which the Non-Resident Holder does not deal at arm’s length, partnerships whose members include, either directly or indirectly through one or more partnerships, the Non-Resident Holder and/or persons which do not deal at arm’s length with the Non-Resident Holder, or any combination of the foregoing, owned 25% or more of the issued shares of any class or series of shares of the capital stock of the Company, and (b) more than 50% of the fair market value of the common shares was derived directly or indirectly, from one or any combination of real or immovable property situated in Canada, “Canadian resource properties”, “timber resource properties” (each as defined in the Tax Act), and options in respect of or interests in, or for civil law rights in, any such property (whether or not such property exists). Notwithstanding the foregoing, common shares may also be deemed to be “taxable Canadian property” of a Non-Resident Holder in other circumstances under the Tax Act.

The common shares of an American Holder will generally constitute “treaty-protected property” for purposes of the Tax Act unless the value of the common shares is derived principally from real property situated in Canada. For this purpose, “real property” has the meaning that term has under the laws of Canada and includes any option or similar right in respect thereof and in any case, includes usufruct of real property, rights to explore for or to exploit mineral deposits, sources and other natural resources and rights to amounts computed by reference to the amount or value of production from such resources.

If common shares are taxable Canadian property of a Non-Resident Holder and are not treaty-protected property of the Non-Resident Holder at the time of their disposition, the Non-Resident Holder may owe Canadian income tax on any taxable capital gains realized and should consult their own tax advisor with respect to the procedures that must be followed when disposing of taxable Canadian property.

Non-Resident Holders whose common shares may constitute taxable Canadian property should consult their own advisors.

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a general summary of certain U.S. federal income tax considerations applicable to a U.S. Holder (as defined below) arising from the ownership and disposition of common shares. This summary is for general information purposes only and does not purport to be a complete analysis or listing of all potential U.S. federal income tax considerations that may apply to a U.S. Holder. In addition, this summary does not take into account the individual facts and circumstances of any particular U.S. Holder that may affect the U.S. federal income tax consequences to such holder (as discussed below), including specific tax consequences to a holder under an applicable tax treaty. Accordingly, this summary is not intended to be, and should not be construed as, legal or U.S. federal income tax advice with respect to any holder. This summary is limited to U.S. federal income tax considerations, and does not address the U.S. federal alternative minimum, net investment income, U.S. federal estate and gift, U.S. state and local, or non-U.S. tax consequences of the ownership and disposition of such common shares. Except as specifically set forth below, this summary does not discuss applicable income tax reporting requirements. Each holder should consult its own tax advisor regarding all U.S. federal, U.S. state and local, and non-U.S. tax consequences of the ownership and disposition of common shares.

No opinion from U.S. legal counsel or ruling from the U.S. Internal Revenue Service (“IRS”) has been requested, or will be obtained, regarding the U.S. federal income tax consequences of the ownership and disposition of common shares. This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, and contrary to, the positions taken in this summary. In addition, because the authorities on which this summary is based are subject to various interpretations, the IRS and the U.S. courts could disagree with one or more of the positions taken in this summary.

This summary does not address the U.S. federal income tax consequences to any particular person of the ownership and disposition of common shares. Each holder should consult its own tax advisor regarding all U.S. federal, U.S. state and local, and non-U.S. tax consequences of the ownership and disposition of common shares.

Scope of This Disclosure

Authorities

This summary is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), proposed, final and temporary U.S. Treasury Regulations, published rulings of the IRS, published administrative positions of the IRS, and U.S.

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court decisions that are applicable and, in each case, as in effect and available, as of the date of this Annual Report. Any of the authorities on which this summary is based could be changed in a material and adverse manner at any time, and any such change could be applied on a prospective or retroactive basis which could affect the U.S. federal income tax considerations described in this summary. This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive or prospective basis.

U.S. Holders

For purposes of this summary, the term “U.S. Holder” means a beneficial owner of common shares that is for U.S. federal income tax purposes:

•an individual who is a citizen or resident of the United States;

•a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

•an estate the income of which is subject to U.S. federal income tax regardless of its source; or

•a trust that (a) is subject to the primary supervision of a court within the United States and the control of one or more U.S. persons for all substantial decisions or (b) has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person.

Non-U.S. Holders

Also, for purposes of this discussion, a “Non-U.S. Holder” is any beneficial owner of common stock who is neither a U.S. Holder nor an entity classified as a partnership for U.S. federal income tax purposes. This summary does not address the U.S. federal income tax considerations applicable to Non-U.S. Holders relating to the acquisition, ownership and disposition of common shares. Accordingly, Non-U.S. Holders should consult their own tax advisors regarding the U.S. federal, U.S. state and local, and non-U.S. tax consequences (including the potential application of and operation of any tax treaties) relating to the acquisition, ownership, and disposition of common shares.

U.S. Holders Subject to Special U.S. Federal Income Tax Rules Not Addressed

This summary does not address the U.S. federal income tax consequences of the ownership and disposition of common shares that are subject to special provisions under the Code, including holders that: (a) are tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; (b) are financial institutions, underwriters, insurance companies, real estate investment trusts, or regulated investment companies; (c) are broker-dealers, dealers, or traders in securities or currencies that elect to apply a mark-to-market accounting method; (d) have a “functional currency” other than the U.S. dollar; (e) own, common shares as part of a straddle, hedging transaction, conversion transaction, constructive sale, or other arrangement involving more than one position; (f) acquired common shares in connection with the exercise of employee stock options or otherwise as compensation for services; (g) hold common shares other than as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment purposes); (h) own, directly, indirectly, or by attribution, 5% or more, by voting power or value, of the outstanding common shares; (i) are required to accelerate the recognition of any item of gross income for U.S. federal income tax purposes with respect to common shares as a result of such item being taken into account in an applicable financial statement; (j) acquired common shares by gift or inheritance; (k) are certain former citizens or long-term residents of the United States; (l) are pension plans; (m) are integral parts or controlled entities of foreign sovereigns; or (n) are passive foreign investment companies and corporations that accumulate earnings to avoid U.S. federal income tax. Holders that are subject to special provisions under the Code, including those holders described immediately above, should consult their own tax advisors regarding all U.S. federal, U.S. state and local, and non-U.S. tax consequences relating to the ownership and disposition of common shares.

If an entity or arrangement that is classified as a partnership (including any other “pass-through” entity) for U.S. federal income tax purposes holds common shares, the U.S. federal income tax consequences to such partnership and the partners (or owners) of such partnership of participating in the ownership and disposition of common shares generally will depend on the activities of the partnership and the status of such partners (or owners). This summary does not address the tax consequences to any such partnership or partner (or owner). Partners (or owners) of entities and arrangements that are classified as partnerships for U.S. federal, U.S. state and local, and non-tax purposes should consult their own tax advisors regarding the U.S. federal income tax consequences of the ownership and disposition of common shares.

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U.S. Tax Considerations Relevant to the Ownership and Disposition of Common Shares

Distributions

We do not currently anticipate paying distributions on our common shares. Subject to the PFIC rules discussed below, a U.S. Holder that receives a distribution, including a constructive distribution, with respect to common shares will be required to include the amount of such distribution in gross income as a dividend (without reduction for any Canadian income tax withheld from such distribution) to the extent of the current or accumulated “earnings and profits” of the Company, as computed for U.S. federal income tax purposes. To the extent that a distribution exceeds the current and accumulated “earnings and profits” of the Company, such distribution will be treated first as a tax-free return of capital to the extent of a U.S. Holder’s tax basis in the common shares and thereafter as a gain from the sale or exchange of such common shares(see “Sale, Exchange or Other Taxable Disposition of Common Shares” below). However, the Company does not intend to maintain the calculations of earnings and profits in accordance with U.S. federal income tax principles, and each U.S. Holder should therefore assume that any distribution by the Company with respect to the common shares will constitute ordinary dividend income. Subject to applicable limitations, dividends paid by the Company to non-corporate U.S. Holders, including individuals, generally will be eligible for the preferential tax rates applicable to long-term capital gains for dividends, provided certain holding period and other conditions are satisfied, including that the Company not be classified as a PFIC (as discussed below) in the tax year of distribution or in the preceding tax year. Dividends received on common shares by corporate U.S. Holders will not be eligible for the “dividends received deduction”. The dividend rules are complex, and each U.S. Holder should consult its own tax advisor regarding the application of such rules.

Sale, Exchange or Other Taxable Disposition of Common Shares

Subject to the PFIC rules discussed below, upon the sale or other taxable disposition of common shares, a U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference between (a) the amount of cash plus the fair market value of any property received and (b) its tax basis in such common shares sold or otherwise disposed of. Such gain generally will be treated as “U.S. source” for purposes of applying the U.S. foreign tax credit rules unless the gain is subject to tax in Canada and is re-sourced as “foreign source” under the Canada - US Tax Treaty and such U.S. Holder elects to treat such gain or loss as “foreign source” (see a more detailed discussion at “Foreign Tax Credit” below). Any such gain or loss generally will be capital gain or loss, which will be long-term capital gain or loss if, at the time of the sale or other disposition, such common shares is held for more than one year. Preferential tax rates apply to long-term capital gains of a U.S. Holder that is an individual, estate, or trust. There are currently no preferential tax rates for long-term capital gains of a U.S. Holder that is a corporation. Deductions for capital losses are subject to significant limitations under the Code.

Passive Foreign Investment Company Rules (PFIC)

If the Company is considered a PFIC within the meaning of Section 1297 of the Code at any time during a U.S. Holder’s holding period, then certain different and potentially adverse tax consequences would apply to such U.S. Holder’s acquisition, ownership and disposition of common shares.

PFIC Status of the Company

The Company generally will be a PFIC if, for a given tax year, (a) 75% or more of the gross income of the Company for such tax year is passive income or (b) 50% or more of the assets held by the Company either produce passive income or are held for the production of passive income, based on the fair market value of such assets. “Gross income” generally includes all revenues less the cost of goods sold plus income from investments and from incidental or outside operations or sources, and “passive income” includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of shares and securities, and certain gains from commodities transactions. Active business gains arising from the sale of commodities generally are excluded from passive income if substantially all of a foreign corporation’s commodities are shares in trade or inventory, depreciable property used in a trade or business, or supplies regularly used or consumed in a trade or business, and certain other requirements are satisfied.

For purposes of the PFIC income test and asset test described above, if the Company owns, directly or indirectly, 25% or more of the total value of the outstanding shares of another corporation, the Company will be treated as if it (a) held a proportionate share of the assets of such other corporation and (b) received directly a proportionate share of the income of such other corporation. In addition, for purposes of the PFIC income test and asset test described above, “passive income”

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does not include any interest, dividends, rents or royalties that are received or accrued by the Company from a “related person” (as defined in Section 954(d)(3) of the Code), to the extent such items are properly allocable to the income of such related person that is not passive income.

Under certain attribution rules, if the Company is a PFIC, U.S. Holders will be deemed to own their proportionate share of any subsidiary of the Company which is also a PFIC (a “Subsidiary PFIC”), and will be subject to U.S. federal income tax on (a) a distribution on the shares of a Subsidiary PFIC and (b) a disposition of shares of a Subsidiary PFIC, both as if the U.S. Holder directly held the shares of such Subsidiary PFIC.

Based on an analysis of the Company’s activities and income and assets, the Company believes that it was a PFIC for its taxable year ended December 31, 2022, and 2023, and may continue to be classified as a PFIC for the taxable year ended December 31, 2024, the current taxable year and the foreseeable future. No opinion of legal counsel or ruling from the IRS concerning the status of the Company as a PFIC has been obtained or is currently planned to be requested. The determination of whether the Company (or a subsidiary of the Company) was, or will be, a PFIC for a tax year depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. In addition, whether the Company (or subsidiary) will be a PFIC for any tax year depends on the assets and income of the Company (and each such subsidiary) over the course of each such tax year and, as a result, cannot be predicted with certainty as of the date of this document. Accordingly, there can be no assurance that the IRS will not challenge any determination made by the Company (or subsidiary) concerning its PFIC status or that the Company (and any subsidiary) was not, or will not be, a PFIC for any tax year. U.S. Holders should consult their own tax advisors regarding the PFIC status of the Company and any subsidiary of the Company.

Default PFIC Rules under Section 1291 of the Code

If the Company is a PFIC, the U.S. federal income tax consequences to a U.S. Holder of the acquisition, ownership and disposition of common shares will depend on whether such U.S. Holder makes a qualified electing fund election (a “QEF Election”) or makes a mark-to-market election under Section 1296 of the Code (a “Mark-to-Market Election”) with respect to its common shares. A U.S. Holder that does not make either a QEF Election or a Mark-to-Market Election will be referred to in this summary as a “Non-Electing U.S. Holder”.

A Non-Electing U.S. Holder will be subject to the rules of Section 1291 of the Code with respect to (a) any gain recognized on the sale or other taxable disposition of the common shares and (b) any excess distribution paid on the common shares. A distribution generally will be an “excess distribution” to the extent that such distribution (together with all other distributions received in the current tax year) exceeds 125% of the average distributions received during the three preceding tax years (or during a U.S. Holder’s holding period for the common shares, if shorter).

If the Company is a PFIC, under Section 1291 of the Code any gain recognized on the sale or other taxable disposition of common shares (including an indirect disposition of shares of a Subsidiary PFIC), and any excess distribution paid on the common shares (or a distribution by a Subsidiary PFIC to its shareholder that is deemed to be received by a U.S. Holder) must be ratably allocated to each day of a Non-Electing U.S. Holder’s holding period for the common shares. The amount of any such gain or excess distribution allocated to the tax year of disposition or excess distribution and to years before the Company became a PFIC, if any, would be taxed as ordinary income. The amounts allocated to any other tax year would be subject to U.S. federal income tax at the highest tax applicable to ordinary income in each such year, and an interest charge would be imposed on the tax liability for each such year, calculated as if such tax liability had been due in each such year. A Non-Electing U.S. Holder that is not a corporation must treat any such interest paid as “personal interest”, which is not deductible.

If the Company is a PFIC for any tax year during which a Non-Electing U.S. Holder holds common shares, the Company will continue to be treated as a PFIC with respect to such Non-Electing U.S. Holder, regardless of whether the Company ceases to be a PFIC in one or more subsequent years. If the Company ceases to be a PFIC, a Non-Electing U.S. Holder may terminate this deemed PFIC status with respect to the common shares by electing to recognize gain (which will be taxed under the rules of Section 1291 of the Code discussed above) as if such common shares were sold on the last day of the last tax year for which the Company was a PFIC.

QEF Election

In the event the Company is a PFIC and a U.S. Holder makes a QEF Election for the first tax year in which its holding period of its common shares begins, such U.S. Holder generally will not be subject to the rules of Section 1291 of the Code

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discussed above with respect to its common shares. However, a U.S. Holder that makes a QEF Election will be subject to U.S. federal income tax on such U.S. Holder’s pro rata share of (a) the net capital gain of the Company, which will be taxed as long-term capital gain to such U.S. Holder, and (b) the ordinary earnings of the Company, which will be taxed as ordinary income to such U.S. Holder. Generally, “net capital gain” is the excess of (a) net long-term capital gain over (b) net short-term capital gain, and “ordinary earnings” are the excess of (a) “earnings and profits” over (b) net capital gain. A U.S. Holder that makes a QEF Election will be subject to U.S. federal income tax on such amounts for each tax year in which the Company is a PFIC, regardless of whether such amounts are actually distributed to such U.S. Holder by the Company. However, a U.S. Holder that makes a QEF Election may, subject to certain limitations, elect to defer payment of current U.S. federal income tax on such amounts, subject to an interest charge. If such U.S. Holder is not a corporation, any such interest paid will be treated as “personal interest”, which is not deductible.

A U.S. Holder that makes a QEF Election generally (a) may receive a tax-free distribution from the Company to the extent that such distribution represents “earnings and profits” of the Company that were previously included in income by the U.S. Holder because of such QEF Election and (b) will adjust such U.S. Holder’s tax basis in the common shares to reflect the amount included in income or allowed as a tax-free distribution because of such QEF Election. In addition, a U.S. Holder that makes a QEF Election generally will recognize capital gain or loss on the sale or other taxable disposition of common shares.

The procedure for making a QEF Election, and the U.S. federal income tax consequences of making a QEF Election, will depend on whether such QEF Election is timely. A QEF Election will be treated as “timely” if it is made for the first year in the U.S. Holder’s holding period for the common shares in which the Company was a PFIC. A U.S. Holder may make a timely QEF Election by filing the appropriate QEF Election documents at the time such U.S. Holder files a U.S. federal income tax return for such year.

A QEF Election will apply to the tax year for which such QEF Election is made and to all subsequent tax years, unless such QEF Election is invalidated or terminated or the IRS consents to revocation of such QEF Election. If a U.S. Holder makes a QEF Election and, in a subsequent tax year, the Company ceases to be a PFIC, the QEF Election will remain in effect (although it will not be applicable) during those tax years in which the Company is not a PFIC. Accordingly, if the Company becomes a PFIC in a subsequent tax year, the QEF Election will be effective, and the U.S. Holder will be subject to the QEF rules described above during a subsequent tax year in which the Company qualifies as a PFIC.

The Company intends to make available to U.S. Holders, upon their written request, all information and documentation that a U.S. Holder making a QEF Election with respect to the Company is required to obtain for U.S. federal income tax purposes. Such information may be included on the Company’s website. However, U.S. Holders should be aware that the Company can provide no assurances that it will provide any such information relating to any Subsidiary PFIC. Because the Company may own shares in one or more Subsidiary PFICs and may acquire shares in one or more Subsidiary PFICs in the future, U.S. Holders will continue to be subject to the rules discussed above with respect to the taxation of gains and excess distributions with respect to any Subsidiary PFIC for which the U.S. Holders do not obtain the required information to file a QEF Election. U.S. Holders should consult their own tax advisor regarding the availability of, and procedure for making, a QEF Election with respect to the Company and any Subsidiary PFIC.

Mark-to-Market Election

A U.S. Holder may make a Mark-to-Market Election only if the common shares is marketable shares. The common shares generally will be “marketable stock” if it is regularly traded on (a) a national securities exchange that is registered with the SEC; (b) the national market system established pursuant to section 11A of the Securities and Exchange Act of 1934; or (c) a foreign securities exchange that is regulated or supervised by a governmental authority of the country in which the market is located, provided that (i) such foreign exchange has trading volume, listing, financial disclosure and other requirements and the laws of the country in which such foreign exchange is located, together with the rules of such foreign exchange, ensure that such requirements are actually enforced; and (ii) the rules of such foreign exchange ensure active trading of listed shares. If such shares is traded on such a qualified exchange or other market, such shares generally will be “regularly traded” for any calendar year during which such shares is traded, other than in de minimis quantities, on at least 15 days during each calendar quarter. Each U.S. Holder should consult its own tax advisor regarding whether the common shares constitutes marketable stock.

A U.S. Holder that makes a Mark-to-Market Election with respect to its common shares generally will not be subject to the rules of Section 1291 of the Code discussed above. However, if a U.S. Holder does not make a Mark-to-Market Election beginning in the first tax year of such U.S. Holder’s holding period for common shares or such U.S. Holder has not made a

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timely QEF Election, the rules of Section 1291 of the Code discussed above will apply to certain dispositions of, and distributions on, the common shares.

A U.S. Holder that makes a Mark-to-Market Election will include in ordinary income, for each tax year in which the Company is a PFIC, an amount equal to the excess, if any, of (a) the fair market value of the common shares, as of the close of such tax year over (b) such U.S. Holder’s tax basis in such common shares. A U.S. Holder that makes a Mark-to-Market Election will be allowed a deduction in an amount equal to the excess, if any, of (i) such U.S. Holder’s adjusted tax basis in the common shares over (ii) the fair market value of such common shares (but only to the extent of the net amount of previously included income as a result of the Mark-to-Market Election for prior tax years).

U.S. Holders that make a Mark-to-Market Election generally also will adjust their tax basis in the common shares to reflect the amount included in gross income or allowed as a deduction because of such Mark-to-Market Election. In addition, upon a sale or other taxable disposition of common shares, a U.S. Holder that makes a Mark-to-Market Election will recognize ordinary income or loss (not to exceed the excess, if any, of (a) the amount included in ordinary income because of such Mark-to-Market Election for prior tax years over (b) the amount allowed as a deduction because of such Mark-to-Market Election for prior tax years).

A Mark-to-Market Election applies to the tax year in which such Mark-to-Market Election is made and to each subsequent tax year, unless the common shares ceases to be “marketable stock” or the IRS consents to revocation of such election. U.S. Holders should consult their own tax advisors regarding the availability of, and procedure for making, a Mark-to-Market Election.

Although a U.S. Holder may be eligible to make a Mark-to-Market Election with respect to common shares, no such election may be made with respect to the shares of any Subsidiary PFIC that a U.S. Holder is treated as owning because such shares are not marketable. Hence, the Mark-to-Market Election will not be effective to eliminate the interest charge described above with respect to deemed dispositions of Subsidiary PFIC shares or distributions from a Subsidiary PFIC.

Other PFIC Rules

Under Section 1291(f) of the Code, the IRS has issued proposed Treasury Regulations that, subject to certain exceptions, would cause a U.S. Holder that had not made a timely QEF Election to recognize gain (but not loss) upon certain transfers of common shares that would otherwise be tax-deferred (e.g., gifts and exchanges pursuant to corporate reorganizations) in the event the Company is a PFIC during such U.S. Holder’s holding period for the relevant shares. However, the specific U.S. federal income tax consequences to a U.S. Holder may vary based on the manner in which common shares is transferred.

Certain additional adverse rules will apply with respect to a U.S. Holder if the Company is a PFIC, regardless of whether such U.S. Holder makes a QEF Election. For example, under Section 1298(b)(6) of the Code, a U.S. Holder that uses common shares as security for a loan will, except as may be provided in Treasury Regulations, be treated as having made a taxable disposition of such common shares.

In any year in which the Company is classified as a PFIC, a U.S. Holder will be required to file an annual report with the IRS containing such information as Treasury Regulations and/or other IRS guidance may require. U.S. Holders should consult their own tax advisors regarding the requirements of filing such information returns under these rules, including the requirement to file an IRS Form 8621.

In addition, a U.S. Holder who acquires common shares from a decedent will not receive a “step up” in tax basis of such common shares to fair market value unless such decedent had a timely and effective QEF Election in place.

Special rules also apply to the amount of foreign tax credit that a U.S. Holder may claim on a distribution from a PFIC.

The PFIC rules are complex, and U.S. Holders should consult their own tax advisors regarding the PFIC rules and how they may affect the U.S. federal income tax consequences of the acquisition, ownership, and disposition of common shares in the event the Company is a PFIC at any time during such holding period for such common shares.

Additional Considerations

Receipt of Foreign Currency

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The amount of any distribution paid in foreign currency to a U.S. Holder in connection with the ownership of common shares, or on the sale, exchange or other taxable disposition of common shares, generally will be equal to the U.S. dollar value of such foreign currency based on the exchange rate applicable on the date of receipt or, if applicable, the date of settlement if the common shares is traded on an established securities market (regardless of whether such foreign currency is converted into U.S. dollars at that time). If the foreign currency received is not converted into U.S. dollars on the date of receipt, a U.S. Holder will have a basis in the foreign currency equal to its U.S. dollar value on the date of receipt. A U.S. Holder that receives foreign currency and converts such foreign currency into U.S. dollars at a conversion rate other than the rate in effect on the date of receipt may have a foreign currency exchange gain or loss, which generally would be treated as U.S. source ordinary income or loss for foreign tax credit purposes. Different rules apply to U.S. Holders who use the accrual method of tax accounting. U.S. Holders should consult their own U.S. tax advisors regarding the U.S. federal income tax consequences of receiving, owning and disposing of foreign currency.

Foreign Tax Credit

Dividends paid on the common shares will be treated as foreign-source income, and generally will be treated as “passive category income” or “general category income” for U.S. foreign tax credit purposes. Any gain or loss recognized on a sale or other disposition of common shares generally will be United States source gain or loss. Certain U.S. Holders that are eligible for the benefits of the Canada - US Tax Treaty may elect to treat such gain or loss as Canadian source gain or loss for U.S. foreign tax credit purposes. The Code applies various complex limitations on the amount of foreign taxes that may be claimed as a credit by U.S. taxpayers. In addition, Treasury Regulations that apply to foreign taxes paid or accrued (the “Foreign Tax Credit Regulations”) impose additional requirements for Canadian withholding taxes to be eligible for a foreign tax credit, and there can be no assurance that those requirements will be satisfied. The Treasury Department has recently released guidance temporarily pausing the application of certain of the Foreign Tax Credit Regulations.

Subject to the PFIC rules and the Foreign Tax Credit Regulations, each as discussed above, a U.S. Holder that pays (whether directly or through withholding) Canadian income tax with respect to dividends paid on the common shares generally will be entitled, at the election of such U.S. Holder, to receive either a deduction or a credit for such Canadian income tax. Generally, a credit will reduce a U.S. Holder's U.S. federal income tax liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S. Holder's income that is subject to U.S. federal income tax. This election is made on a year-by-year basis and applies to all foreign taxes paid (whether directly or through withholding) by a U.S. Holder during a year. The foreign tax credit rules are complex and involve the application of rules that depend on a U.S. Holder’s particular circumstances. Accordingly, each U.S. Holder should consult its own U.S. tax advisor regarding the foreign tax credit rules.

Information Reporting, Backup Withholding Tax

Under U.S. federal income tax law and Treasury Regulations, certain categories of U.S. Holders must file information returns with respect to their investment in, or involvement in, a foreign corporation. For example, U.S. return disclosure obligations (and related penalties) are imposed on individuals who are U.S. Holders that hold certain specified foreign financial assets in excess of certain threshold amounts. The definition of specified foreign financial assets includes not only financial accounts maintained in foreign financial institutions, but also, unless held in accounts maintained by a financial institution, any shares or security issued by a non-U.S. person, any financial instrument or contract held for investment that has an issuer or counterparty other than a U.S. person and any interest in a non-U.S. entity. U.S. Holders may be subject to these reporting requirements unless their common shares are held in an account at certain financial institutions. Penalties for failure to file certain of these information returns are substantial. U.S. Holders should consult their own tax advisors regarding the requirements of filing information returns, including the requirement to file an IRS Form 8938.

Payments made within the U.S. or by a U.S. payor or U.S. middleman, of dividends on, and proceeds arising from the sale or other taxable disposition of common shares will generally be subject to information reporting and backup withholding tax if a U.S. Holder (a) fails to furnish such U.S. Holder’s correct U.S. taxpayer identification number (generally on IRS Form W-9), (b) furnishes an incorrect U.S. taxpayer identification number, (c) is notified by the IRS that such U.S. Holder has previously failed to properly report items subject to backup withholding tax, or (d) fails to certify, under penalty of perjury, that such U.S. Holder has furnished its correct U.S. taxpayer identification number and that the IRS has not notified such U.S. Holder that it is subject to backup withholding tax. However, certain exempt persons generally are excluded from these information reporting and backup withholding rules. Backup withholding is not an additional tax. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a credit against a U.S. Holder’s U.S.

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federal income tax liability, if any, or will be refunded, if such U.S. Holder furnishes required information to the IRS in a timely manner.

The discussion of reporting requirements set forth above is not intended to constitute a complete description of all reporting requirements that may apply to a U.S. Holder. A failure to satisfy certain reporting requirements may result in an extension of the time period during which the IRS can assess a tax, and under certain circumstances, such an extension may apply to assessments of amounts unrelated to any unsatisfied reporting requirement. Each U.S. Holder should consult its own tax advisors regarding the information reporting and backup withholding rules.

THE ABOVE SUMMARY IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX CONSIDERATIONS APPLICABLE TO U.S. HOLDERS WITH RESPECT TO THE ACQUISITION, OWNERSHIP AND DISPOSITION OF COMMON SHARES. U.S. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX CONSIDERATIONS APPLICABLE TO THEM IN LIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES.

Item 6. [Reserved]

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following is a discussion and analysis of the Company’s financial condition and historical results of operations. The following should be read in conjunction with our financial statements and accompanying notes. This discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results could differ materially from those projected, forecasted or expected in these forward-looking statements as a result of various factors, including but not limited to, those discussed below and elsewhere in this Annual Report. Refer to “Cautionary Note Regarding Forward-looking Statements” and Item 1A. Risk Factors herein. Our management believes the assumptions underlying the Company’s financial statements and accompanying notes are reasonable. However, the Company’s financial statements and accompanying notes may not be an indication of our financial condition and results of operations in the future.

Business Overview

The following discussion is designed to provide information that we believe necessary for an understanding of our financial condition, changes in financial condition and results of our operations. The following discussion and analysis should be read in conjunction with the accompanying audited consolidated financial statements and related notes. The financial statements have been prepared in accordance with US GAAP.

The primary use of uranium is to fuel nuclear power plants for the generation of carbon and emission free electricity. According to the World Nuclear Association (“WNA”), as of January 2025, there were 440 operable nuclear reactors world-wide, which required approximately 175.2 million pounds of U3O8 annually at full operation. Worldwide, there are currently 65 new reactors under construction with an additional 86 reactors on order or in the planning stage and 344 having been proposed. According to data from TradeTech LLC (“TradeTech”), the world continues to require more uranium than it produces from primary extraction. The gap between demand and primary supply is being filled by stockpiled inventories and secondary supplies, which the Company believes have dwindled significantly in recent years.

According to the WNA in January 2025, the U.S. currently has 94 operating reactors, and other reactors on order, planned or proposed. According to the U.S. Energy Information Administration (“EIA”), in 2023, the U.S. produced approximately 18.52% of its electricity from nuclear technology, while, according to the Nuclear Energy Institute (“NEI”), the U.S. achieved an average capacity factor of 92.7%, leading all other carbon-free sources by a wide margin. According to the EIA, U.S. utilities purchased approximately 51.63 million pounds of U3O8 in 2023 (the last year reported). However, in 2023, U.S. uranium production was only 0.05 million pounds, as reported by EIA.

Uranium is not traded on an open market or organized commodity exchange, although the CME Group provides financially settled uranium futures contracts. Typically, buyers and sellers negotiate transactions privately, either directly or through brokers and intermediaries. Spot uranium transactions typically involve deliveries that occur immediately and up to 12 months in the future. Term uranium transactions typically involve deliveries that occur more than 12 months in the future, with long-term transactions involving delivery terms of at least three years. Uranium prices, both spot and term, are primarily published by two independent market consulting firms, TradeTech and UxC, LLC, on a weekly and monthly basis, along with daily price indicators. Other brokers, including Uranium Markets LLC, Evolution Markets Inc. and Numerco Ltd., also publish daily average uranium prices.

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During the period ending December 31, 2024, the uranium market saw uranium prices exceed $100 per pound U2O8 in the first quarter of the year.[1] By the end of the year, spot prices had moderated to $73.50 per pound U3O8.[2] The Company, as previously disclosed, continued to see continued nuclear utility and trading company interest in term contracting. Generally, spot and contracting volumes remain below levels observed in 2022 and 2023, and that is driven by continued geopolitical uncertainty, transportation challenges, trade restrictions, and uncertainty regarding new primary production supply. However, many of the same fundamentals that have led to the recent resurgence in support for nuclear power remain unchallenged. In 2025, the nuclear fuel market is poised to be influenced by three major macroeconomic forces: net-zero carbon emissions initiatives, emerging demand in the technology sector, and trade restrictions.

Net-zero policies require reliable, efficient, and cost-effective electricity generation that contributes to meaningful reductions in carbon emissions. These policies have led to a widespread recognition that nuclear power must play a role in meeting commitments to mitigate climate change through clean energy development. These developments build on a long-run trend in energy policy reform that has evolved to acknowledge and support nuclear power’s critical role in achieving carbon reduction goals, and now the financial markets are following with material support for real demand that is emerging faster than current generating capacity can satisfy.

While nuclear power has enjoyed renewed public support in recent years, as reported in several public sources, technology firms including Amazon, Microsoft, Meta, and Google recently announced plans to secure dedicated energy production output from nuclear power plants for their data centers. This includes agreements to build small modular reactors (SMRs) and advanced reactors in several regions.

Expanding the current reactor fleet to meet that level of electrical generating capacity remains a significant challenge to the nuclear industry. To meet those goals, the global industry must protect existing capacity, and there have been multiple public pronouncements from several countries, including the U.S. to protect existing nuclear generating capacity intact. In the U.S., as a result of clean energy credits granted be several states and the production tax credit for nuclear power provided in the Inflation Reduction Act, several nuclear utilities have announced operating life extensions and capacity expansions within their existing operating fleet. Also, the industry has seen a truly unprecedented trend in reactor recommissioning, In the U.S., where just a few years ago reactors were being shut down prematurely, nuclear plants such as Diablo Canyon, Palisades, Three Mile Island, and Duane Arnold are positioned to re-enter service.

Uprates and refurbishments have proven to be exceptionally economical for many reasons, including building on existing licenses and long-established operations. Moreover, several countries have announced plans to abandon plans to exit nuclear power, including Belgium, Japan, and South Korea. And other countries, such as Switzerland, appear to be reconsidering their exits.

There remains continued and growing support for the development of small modular reactors (“SMR”). The case for smaller reactors is largely built on cost savings as well as installation flexibility and scalability. Proponents of SMRs point to standardized design and serial production as the main drivers for reduced costs, with each manufactured unit becoming less expensive than the one before it. SMRs are expected to be smaller and more modular than traditional reactors, so they can be installed in locations would not accommodate larger reactors due to space and location. They can also be used on decommissioned coal power plant sites, which is being looked at as a way to transition to clean electricity.

With increasing demand expectations, there is an expectation that a likewise increase in uranium production must occur in an environment beset by risks, including import bans, sanctions, and secondary sanctions imposed by various countries, transportation issues, trade restrictions in other goods and services beyond nuclear fuel, and fewer available ports, which have all combined to create widespread uncertainty in the market regarding the availability of both current and future supply. The most notable recent trade restriction is the USA’s Prohibiting Russian Uranium Imports Act (H.R. 1042), which was signed into law in May 2024 and prohibits the importation of unirradiated, low-enriched uranium produced in the Russian Federation or by a Russian entity. The Act allows temporary waivers, during the period up to January 1, 2028, under certain circumstances.

In response, on November 15, the Russian government imposed “temporary limits” on the export of enriched uranium to the USA, as a retaliatory move following the enactment of the US ban on Russian uranium imports.[3] In September 2024, the U.S. Government announced that it was investigating a significant increase in enriched uranium imported from China when Russian imports were being considered for an outright ban in the context of possible circumvention of the Russian Suspension Agreement.[4] Additionally, in November 2024, the President-elect, Donald Trump declared on social media that he intends to impose a 25 percent tariff on all goods entering the USA from Mexico and Canada on his first day in

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office (January 20, 2025). Subsequent to that date, President Trump announced the tariffs will go into effect February 3, 2025. It is unknown the direct impacts these tariffs will have on the uranium market, at this time.

Below is a list of some of the recent government policy news that can influence the uranium market.

•On January 20, 2025, President Trump issued two Executive Orders that specifically refenced nuclear power and uranium as key parts to expanding energy in the U.S. The Executive Order titled, “Unleashing American Energy”, in addition to directing federal agencies to advance permitting for energy projects also called for uranium to be designated as a “critical mineral” by the U.S. Geological Survey. The Executive Order titled, “Declaring a National Energy Emergency”, that directs federal agencies, under emergency authority, to advance permit and license approvals for the production of energy and energy resources. In that Executive Order, uranium is defined as an “energy resource” and subject to the emergency declaration.

•During the 29th United Nations Climate Change Conference in Baku, Azerbaijan (COP 29), the USA announced new domestic nuclear energy deployment targets and a framework for action, which includes a target of 200 GW of new US nuclear energy capacity by 2050, and outlines pathways and actions to meet this goal. Meeting this target would triple US domestic nuclear energy capacity from current levels.

•Following the enactment of the Nuclear Fuel Security Act in 2024, the US Department of Energy (DOE) selected six companies from which it can sign contracts to procure low-enriched uranium (LEU) in order to incentivize the build-out of new uranium production capacity in the U.S.A. The companies include: American Centrifuge Operating, LLC; General Matter, Inc.; Global Laser Enrichment, LLC; Louisiana Energy Services, LLC; Laser Isotope Separation Technologies, Inc.; and Orano Federal Services; LLC. All contracts will last for up to 10 years and each awardee will receive a minimum contract of U.S. $2 million. The maximum value for all awardees totals $3.4 billion. The final award value will depend on competitive task orders to be subsequently issued by DOE.

•The U.S. Department of Energy (DOE) announced that up to US$80 million is available through a new funding opportunity to spur advancements in the process to produce high-assay low-enriched uranium (HALEU). The funding will support industry partners developing innovative technologies and approaches to strengthening the HALEU supply chain in the USA.

[1] Nuclear Market Review week ending February 2, 2024, TradeTech LLC, 2024

[2] Nuclear Market Review, December 31, 2024, TradeTech LLC, 2024

[3] “Russia Temporarily Limits Enriched Uranium Supplies to US”, Bloomberg, November 15, 2024

[4] “Exclusive-US Probes Uranium Imports From China Amid Concerns Over Russian Ban”, Reuters, September 17,2024

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Sales of Uranium and Sales Agreements

During the year ended December 31, 2024, enCore completed eight uranium sales totaling 720,000 pounds U3O8 for an average sales price of $81.02 per pound U3O8, not including converter and transaction costs. The Company used 580,000 pounds U3O8 was sourced from purchased uranium, and the balance was sourced from uranium produced at the Rosita and Alta Mesa, combined.

To support the Company’s development plans, enCore’s uranium sales strategy provides a base level of projected income from sales contracts while preserving significant ability to realize opportunities when strong short-term market fundamentals are present. This strategy assures that the Company will have committed sales to support the capital necessary for construction of new projects while maintaining flexibility to be opportunistic as market conditions continue to change in favorable ways.

The Company has been able to use improving uranium market conditions to create a balanced uranium sales agreement portfolio to provide multiple pricing structures to support future market changes and support production plans. As of December 31, 2024, we have executed eleven uranium sales agreements to supply uranium to nuclear power plants in the United States and one legacy uranium sales agreement with a uranium trading company. enCore’s uranium sales agreement portfolio is a mix of market related pricing, hybrid base price and market related pricing, base escalated pricing, and fixed prices. Of enCore’s twelve (12) current uranium sales agreements, two are market-related with no floors or ceilings, five are market related that typically retain exposure to spot pricing, while including minimum floor and maximum ceiling prices, some of which are adjusted upwards periodically for inflation. Minimum floor prices are set at levels that provide the Company with a comfortable margin over its expected costs of operations in Texas while still allowing the Company to participate in anticipated escalations of the price of uranium. The Company will continue to assess opportunities to secure future sales agreements that will support its continued project and production growth strategies. The Company is committed to honoring all sales commitments. To meet delivery obligations during the year, as uranium extraction increased, the Company occasionally purchased U3O8 in the open market to fill those contractual obligations.

As of December 31, 2024, we have 4,455 million pounds U3O8 in committed uranium sales from 2025 through 2029. Five of the current contracts provide the optionality to add an additional 1,025 million pounds U3O8 through 2029. The annual schedule of contracted sales is shown in the table below:

Delivery Year		Firm Deliveries		Optional Deliveries
	Pounds U3O8		Pounds U3O8
2024*		720,000		0
2025		680,000		50,000
2026		825,000		95,000
2027		850,000		75,000
2028		800,000		350,000
2029		1,300,000		455,000
Total: (2025 – 2029)		4,455,000		1,025,000

* Deliveries during period are complete.

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Operations Update

The Company is focused on producing uranium in the United States and delivering that uranium to customers. The Company currently utilizes only the proven ISR technology to provide necessary fuel for the generation of clean, reliable, and carbon-free nuclear energy.

enCore owns 3 of the 11 licensed and constructed Central ISR Uranium Processing Plants (CPPs) in the United States. All of its existing facilities are located in the State of Texas. Our plants are designed and permitted to process uranium from a mix of satellite plants and primary sources within South Texas. In addition, the Company has several key mineral resource projects in other jurisdictions within the United States. Our S-K 1300 compliant resources are listed below:

Total measured and indicated Mineral Resources 30.94 million lbs U3O8

Total inferred Mineral Resources 20.54 million lbs U3O8

The Company’s strategy over the next three years is centered around two of its fully licensed Texas CPPs; Rosita and Alta Mesa. The CPPs located at the Rosita and Kingsville Dome projects are designed for, and fully capable of, processing feed resin from relocatable satellite IX plants employed at various deposits within a 100-mile radius of each plant. The Rosita CPP was the starting point for enCore’s Texas extraction strategy. In the fourth quarter of 2024, the Company announced it had commenced uranium extraction operations at Rosita from the Rosita Extension wellfield, PAA-5. Rosita is located approximately 60 miles from Corpus Christi, Texas and has an 800,000-pound U3O8 per year production capacity. The Rosita CPP will act as the central processing site for the Rosita South - Cadena, Upper Spring Creek- Brown, Upper Spring Creek – Brevard, and Butler Ranch Project.

In February 2023, the Company acquired 100% of the Alta Mesa Uranium Project and the Mesteña Grande Uranium Project from Energy Fuels for $120 million. enCore’s fully licensed Alta Mesa CPP is located approximately 100 miles southeast of Corpus Christi, TX, and has a production capacity of 1.5 million pounds ofU3O8 per year through its IX exchange system located at the plant. The facility has IX elution, precipitation, drying, and packaging capacity for 2.0 million pounds of U3O8 per year. This capacity is designed to accept direct production feed to the IX columns in the plant and concurrently accept loaded resin from satellite locations. The Alta Mesa Project includes existing and near-term production areas, including the fully permitted and authorized production areas 6 and 7. The Mesteña Grande Uranium Project also has nine additional mineral resource areas described below in the “Our Item 1 and 2. Our Business and Properties, Mesteña Grande Project” section. In total, the Alta Mesa Uranium Project combined with the Mesteña Grande Uranium Project encompasses mineral leases on 200,000 acres of private land. In February 2024, the Company sold a 30% interest in the Alta Mesa and Mesteña Grande projects to Boss for $60 million.

In June 2024, the Company announced the successful startup of uranium extraction operations at the Alta Mesa Alta Mesa Project. With the restart of the previously operating Alta Mesa Project, the Company is now the only uranium producer in the United States with multiple production facilities in operation as of December 31, 2024. The initial ramp up will be a progressive process to advance and continually increase uranium extraction via direct feed to the Alta Mesa CPP. Exploration drilling and wellfield installation continued at Wellfield 7 at Alta Mesa to support expanding extraction rate capacity through a second IX circuit at the Alta Mesa CPP. During the year ended December 31, 2024, wellfield solution head grades at the Alta Mesa Project peaked at approximately 140 mg/L U3O8 and averaged approximately 54 mg/L U3O8.

During the year ended December 31, 2024, the Company continued operations at its Rosita CPP, and it announced in June 2024, the start of uranium extraction at its Alta Mesa CPP location. For both the Rosita CPP and the Alta Mesa CPPs combined, 286,624 pounds U3O8 were captured on ion exchange resin and 236,891 pounds U3O8 were dried and packaged from our Rosita Project and Alta Mesa Project, combined over the year ended December 31, 2024. Additionally, over the same period, the Company shipped 234,842 pounds U3O8 to a North American conversion facility. In 2024, Boss received 35,181 pounds U3O8 for uranium product shipped on the behalf of the joint venture to a North American conversion facility.

Thorough the year, the Company focused on starting up its uranium recovery operations at its Rosita CPP and at its Alta Mesa CPP. During 2024, as the Company executed its plans at its Rosita and Alta Mesa CPP’s and related wellfields, operational performance met expectations, in general. There were some operational challenges that were observed by the Company that impacted uranium recovery. The Company experienced lower extraction rates of in-situ mineral resources due to wellfield pattern inefficiencies caused by incomplete geophysical data and construction. At the time, limited and unreliable PFN capabilities contributed to these challenges. The acquisition of additional PFN equipment, parts, and

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intellectual property enabled the Company to mitigate these inefficiencies for current wellfields at Alta Mesa and future South Texas Satellite IX wellfields that will supply the Rosita CPP.

At the Alta Mesa Project, uranium extraction from Wellfield 7 progressed faster than planned, outpacing wellfield replacement due to a limited number of drilling rigs in operation at the time. Additionally, the accelerated pace of activity revealed gaps in coordination across wellfield construction, infrastructure installation, and operations, further delaying replacement and the development of additional wellfield patterns to support the expanded capacity at the Alta Mesa CPP. By late Q4, the Company increased its drilling rig count from six in Q1 2024 to 17, and implemented organizational changes to enhance coordination and improve efficiency in wellfield extraction.

The Kingsville Dome CPP is currently maintained in a standby condition. This facility, similar in size and design to the Rosita facility, has a capacity of 800,000 pounds of U3O8 per year.

As the Company has been increasing its’ operational pace to meet our targets for uranium extraction rates, we have successfully increased our drilling rig capacity to facilitate replacing mineral resource depletion and adding mineral resources in South Texas. The Company started with six (6) active drilling rigs in South Texas at the beginning of 2024, and in the last half of the year, the number of active drilling rigs in South Texas increased to seventeen (17). Additionally, the Company had two active drilling rigs operating in Wyoming in the second half of the year. Additionally, enCore has an experienced technical team with years of experience in ISR operations in Texas, Wyoming, and Nebraska supporting and managing our operations. We have been able to utilize that experience and “know how” to self-execute the refurbishment of the Rosita and Alta Mesa CPP, along with design, construct and install infrastructure for three wellfields and two satellite IX facilities over the period of three years.

South Texas Regulatory Proceedings

Each of the Company’s production facilities maintain several permits and licenses in order to manage the current operations. For all of the Company’s operating locations, all permits and licenses remain current and in effect. In some cases, some of those permits and licenses are in renewal, and for some expansion activities, new permits or amendments will be necessary. All of our South Texas facilities are regulated by the TCEQ in the case of in-situ uranium recovery and underground injection operations, and for exploration and development drilling activities, the TRC is the principal regulator. The Radioactive Materials Licenses for Rosita and Alta Mesa are issued by the TCEQ under the NRC Agreement State program that assures that mature and consistent regulatory process is in place to assure more certainty regarding regulatory approvals.

As previously disclosed, there are no permits or license amendments required to execute the Alta Mesa uranium extraction rate ramp up. Currently, at Alta Mesa, the Radioactive Materials License and the Class III UIC Area Permit are in timely renewal and under technical review by the TCEQ, but those do not effect current expansion activities. At Upper Spring Creek, the TCEQ has issued the Class III UIC Area Permit, and the agency is completing the technical review of the License Amendment to the Rosita Radioactive Materials License that incorporates the Upper Spring Creek wellfield and satellite IX facility into the current license activities. This approval of the license amendment is necessary to advance wellfield and satellite IX construction, and the progress on approval remains within schedule expectations.

South Dakota Developments

In addition to the Company’s operations in South Texas, it is also developing pipeline projects in other states. Notably, the advanced stage Dewey-Burdock Uranium Project in South Dakota has demonstrated ISR resources, including a 2024 S-K 1300 Technical Report Summary and N.I. 43-101 Technical Report and Preliminary Economic Assessment (“PEA”) citing robust economics. The project has its source material license from the NRC and its underground injection permits and aquifer exemption from the EPA. In 2023, the Company announced that the NRC approval was considered final when appeals of the license approval were exhausted following a successful outcome from the Circuit Court of Appeals for the District of Columbia. In April 2024, the Company submitted its application to renew the ten (10) year old Source Material License, SUA-1600. The NRC has confirmed that the Dewey-Burdock Source Material License is in timely renewal. The underground injection permits were appealed to the EPA’s Environmental Appeals Board (“EAB”) and the aquifer exemption was appealed to the 8th Circuit Court of Appeals. In September 2024, the Company provided an update regarding the EAB appeal, including a ruling denying the intervenors contentions on the merits, and remanded to the EPA to review and complete, if necessary, the administrative record for its permit decisions. Based on the successful outcome for the company of the appeal of the NRC license, the Company believes it will be successful in the appeals of the EPA’s underground injection permits and the aquifer exemption.

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Wyoming Developments

The Company has also commenced the initial permitting work to advance the Gas Hills Project as an ISR uranium recovery operation located in central Wyoming, approximately 60 miles west of Casper, Wyoming. As part of the initial data collection for project permitting, the Company initiated core drilling during the year ended December 31, 2024. Gas Hills Project is located in the historic Gas Hills Uranium Mining District, a brownfield area of extensive previous mining.

Also, in Wyoming, the Company initiated exploration drilling to expand the project area at its Dewey Terrace Project area. The uranium orebody that consists of the Dewey-Burdock Uranium Project extends into Wyoming from South Dakota. Historically, the Company has designated the ore body extension into Wyoming as its Dewey Terrace Project.

Results of Operations:

Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

The following table summarizes the results of operations for the years ended December 31, 2024 and 2023:

	Year ended December 31,		Percent<br>Change
(in thousands except per share data)	2024<br>$	2023
Revenue	58,334	22,148	163%
Cost of goods sold	65,541	19,573	235%
Operating expenses, excluding stock option expense	60,188	39,834	51%
Stock option expense	4,788	3,464	38%
Interest income	2,476	393	530%
Interest expense	(1,735)	(3,503)	(50)%
Gain on sale of mineral interests	-	11,837	(100)%
Gain (loss) on marketable securities, unrealized	(2,711)	5,918	(146)%
Gain on marketable securities, realized	248	-	100%
Other expense	(17)	-	100%
Net loss before income taxes	(73,922)	(26,078)	183%
Basic and diluted loss per share	(0.34)	(0.18)	89%

All values are in US Dollars.

The following table sets forth selected operating data and financial metrics for uranium sales for the years ended December 31, 2024 and 2023.

	Year Ended December 31,		Increase<br><br>(Decrease)	Percent<br><br>Change
	2024	2023
Volumes sold (lbs)	720,000	400,000	320,000	80%
Realized sales price ($/lb)	81.0	55.4	25.6	46%
Costs applicable to revenues ($/lb)	91.0	48.9	42.1	86%

•Revenue from uranium sales for the year ended December 31, 2024 was $58,334 compared to revenue of $22,148 for the year ended December 31, 2023, an increase of $36,186. The increase was due to the completed sale of 720,000 pounds of uranium, compared to sales of 400,000 pounds of uranium during the year ended December 31, 2023. The realized sales prices per pound of uranium for the periods ended December 31, 2024 and 2023 were $81.0 and $55.4, respectively, and includes the contractual sales price less sales-related costs such as transfer fees. The realized sale price per pound decrease is dictated by the market for uranium, which is a commodity.

•Costs applicable to uranium sales were $65,541 for the year ended December 31, 2024 related to the completed sale of 720,000 pounds of uranium at a weighted average cost of $91.0 per pound compared to uranium costs of $19,573 for the sale of 400,000 pounds at a weighted average cost of $48.9 per pound for the year ended December 31, 2023. The increase in costs was due to higher volume of uranium sold, purchases of uranium at a

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higher market price than year-end as well as an impairment loss of $6,054 in 2024. The Company's weighted average cost components include the cost of purchased uranium and uranium from extraction.

•Operating expenses, excluding stock option expenses, for the year ended December 31, 2024, were $60,188 as compared to $39,834 for the year ended December 31, 2023. This increase primarily reflects the growth and increased activity levels the Company experienced in 2024 driven primarily by the extraction of uranium at Alta Mesa and Rosita which commenced in 2024.

•The Company recognized a loss of $2,711 on the fair value of marketable securities for the year ended December 31, 2024, compared to a gain of $5,918 for the year ended December 31, 2023. Unrealized losses for the twelve months ended December 31, 2024, are due to unfavorable market conditions during 2024.

•Interest expense for the year ended December 31, 2024, and December 31, 2023, was $1,735 and $3,503, respectively. This reduction is attributable to the Company’s debt pay down of $40,000 in 2023 and conversion of the $60,000 convertible promissory note in February 2024, partially offset by interest expense on the uranium loan in 2024.

Year Ended December 31, 2023 Compared to Year Ended December 31, 2022

The following table summarizes the results of operations for the years ended December 31, 2023 and 2022:

	Year ended December 31,		Percent<br>Change
(in thousands except per share data)	2023<br>$	2022
Revenue	22,148	4,245	422%
Cost of goods sold	19,573	2,656	637%
Operating expenses, excluding stock option expense	39,834	23,168	72%
Stock option expense	3,464	4,332	(20)%
Interest income	393	419	(6)%
Interest expense	(3,503)	-	100%
Foreign exchange loss	-	(58)	(100)%
Gain on sale of mineral interests	11,837	1,852	539%
Gain on marketable securities, unrealized	5,918	1,057	460%
Other expense	-	(679)	(100)%
Net loss before income taxes	(26,078)	(23,320)	12%
Basic and diluted loss per share	(0.18)	(0.22)	(18)%

All values are in US Dollars.

The following table sets forth selected operating data and financial metrics for uranium sales for the years ended December 31, 2023 and 2022.

	Year ended December 31,		Increase<br>(Decrease)	Percent<br>Change
	2023	2022
Volumes sold (lbs)	400,000	100,000	300,000	300%
Realized sales price ($/lb)	55.4	42.5	12.9	30%
Costs applicable to revenues ($/lb)	48.9	26.6	22.3	84%

•Revenue from uranium for the year ended December 31, 2023 was $22,148 an increase of $17,903 due to the completed sale of 400,000 pounds of uranium, compared to sales of 100,000 pounds of uranium during the year ended December 31, 2022. The realized sales prices per pound of uranium for the periods ended December 31, 2023 and 2022 were $55.4 and $42.5, respectively, and includes the contractual sales price less sales related costs such as transfer fees. The realized sale price per pound increase is dictated by the market for uranium, which is a commodity. The realized sale price per pound increase is dictated by the market for uranium, which is a commodity.

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•Costs applicable to uranium were $19,573 for the year ended December 31, 2023 related to the completed sale of 400,000 pounds at a weighted average cost of 48.9 per pound compared to uranium costs of $2,656 for the sale of 100,000 pounds at a weighted average cost of $26.6 per pound for the year ended December 31, 2022. The increase in costs was primarily due to higher volume of uranium sold in 2023 as well as an increase in the price of Uranium that was purchased when compared to 2022.

•Operating expenses, excluding stock option expense, for the year ended December 31, 2023, were $39,834 as compared to $23,168 for the year ended December 31, 2022. This increase primarily reflects the growth and increased activity levels the Company experienced in 2023.

•Unrealized gains recognized on the fair value of marketable securities for year ended December 31, 2023, were $5,918 compared to a gain of $1,057 for the year ended December 31, 2022. This is primarily due to unrealized gain at Premier American Uranium in 2023 partially offset by losses in Anfield and Nuclear Fuels.

•Interest expense for the year ended December 31, 2023 was $3,503 attributable to interest on the Company’s issuance of a $60,000 convertible promissory note in February 2023. The Company did not incur interest expense during the year ended December 31, 2022.

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Non-GAAP Financial Measures

We present non-GAAP financial measures of total cost of extracted pounds and uranium cost per extracted pound during the reporting period. Total cost of extracted pounds is the cost of sales less the cost of sales of purchased goods, which includes the aggregate purchase price of uranium sourced from purchased uranium. Uranium cost per extracted pound is the total cost of extracted pounds divided by the pounds of uranium extracted during the period. We believe the total cost of extracted pounds and uranium cost per extracted pound, including allocation of cash and non-cash costs, assist investors in evaluating the efficiency and cost-effectiveness of the Company’s extraction process and overall cost structure and financial performance. In addition, management uses these non-GAAP measures to evaluate the ongoing operations and for internal planning and forecasting.

During the year ended December 31, 2024, the Company continued its uranium extraction activities at its South Texas operations.

			Units	2024
U3O8 Costs				Cost of Sales
	Cost of sales		$	$65,541
	Less the cost of sales of purchased pounds		$	$58,433
	Cash costs of extracted pounds	1	$	$6,304
	Non-cash costs of extracted pounds	2	$	$804
	Total cost of extracted lbs		$	$7,108
U3O8 Pounds
	Total pounds			755,181
	Purchased		lbs	580,000
	Extracted		lbs	175,181
	Shipped to Boss		lbs	(35,181)
	Net enCore		lbs	720,000
U3O8 Cost per Pound
	Total pounds		$	86.79
	Less purchased		$	100.75
	Cash costs of extracted lbs		$	35.99
	Non-cash costs of extracted lbs		$	4.59
	Total extracted		$	40.57
1	The cash costs associated with extracted pounds related to cost of goods sold serve as a key metric for investors in evaluating the efficiency and cost-effectiveness of the Company's extraction operations.
2	The non-cash costs associated with extracted uranium cost of goods sold provide investors with insight into additional expenses that impact overall cost structure and financial performance.

The Company remains committed to cost efficiency and production optimization, ensuring competitive uranium extraction and processing. The Company anticipates further cost efficiencies as additional wellfield patterns come online and economies of scale improve.

Liquidity and Capital Resources

Our short-term cash requirements are primarily driven by exploration and development activities aimed at advancing properties for uranium extraction. We expect to meet our short-term cash requirements generally through existing working capital. As of December 31, 2024 and December 31, 2023, the Company had cash and cash equivalents of $39,701 and

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$7,493, respectively, and working capital of $57,334 and $19,038, respectively. Operations to date have been funded primarily from the issue of share capital.

Our long-term cash requirements are also primarily driven by exploration and development activities aimed at advancing properties for uranium extraction. We expect to meet our long-term cash requirements through various sources of capital, which may include a revolving credit facility or line of credit and future debt or equity issuances, existing working capital, net cash provided by operations and property dispositions. However, there are a number of factors that may have a material adverse effect on our ability to access these capital sources, including the state of overall equity and credit markets, our degree of leverage, our unencumbered asset base and borrowing restrictions imposed by lenders (including as a result of any failure to comply with financial covenants in future indebtedness), general market conditions for uranium mining companies and other energy companies, our operating performance and liquidity and market perceptions about us. The success of our business strategy will depend, in part, on our ability to access these various capital sources.

We believe that our available cash, expected operating cash flows, and potential debt or equity financings will provide sufficient funds for our operations, anticipated scheduled debt service payments and dividend requirements for the twelve-month period following December 31, 2024. We believe that our sources of long-term cash will be sufficient for our needs thereafter.

On February 26, 2024, enCore and Boss entered into a note payable providing for up to 200,000 pounds of uranium to be lent by Boss to enCore. The loan will bear interest of 9% and be repayable in 12 months. Under the agreement, enCore may prepay the loan in full or part after six months and would be subject to a prepayment fee of $200. Both the prepayment and the prepayment fee can be paid in cash or uranium at the election of Boss Energy.

Cash Flows

The following table reflects cash flows activities for the year ended December 31, 2024 and 2023:

	Year Ended December 31,
	2024		2023		Increase (Decrease)
Net cash used in operating activities	$	(45,204)	$	(22,987)	$	(22,217)
Net cash used in investing activities	(29,990)		(64,617)		34,627
Net cash provided by financing activities	107,417		45,901		61,516
Impact of currency rate changes in cash	56		(205)		261
Net decreases in cash and cash equivalents	$	32,279	$	(41,908)	$	74,187

Net Cash Used in Operating Activities

Net cash used in operating activities increased by $22,217, to $45,204, for the year ended December 31, 2024, compared to the year ended December 31, 2023. This is largely driven by increase in expenditures driven by the Company’s commencement of extraction activities for Alta Mesa and Rosita in 2024.

Net Cash Used in Investing Activities

Net cash used in investing activities decreased by $34,627, to $29,990, for the twelve months ended December 31, 2024, compared to the twelve months ended December 31, 2023. This was largely driven by the Company’s asset acquisition of Alta Mesa in 2023, offset by the Company’s purchase of marketable securities in 2024.

Net Cash Provided by Financing Activities

Net cash provided by financing activities increased by $61,516, to $107,417 for the twelve months ended December 31, 2024, compared to the fiscal year ended December 31,2023. This was largely driven by the Company’s sale of a minority interest (30%) in JV Alta Mesa in 2024 as well as an increase in warrant exercises when compared to 2023. This was offset by a reduction in equity financings that occurred in 2024 when compared to 2023.

Commitments

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The Company has entered into several contracts with traders and nuclear utilities to sell pounds of uranium through 2033.

The Company’s sales commitments in pounds are shown below.

Year	Volume (in pounds)
2025	680,000
2026	825,000
2027	850,000
2028	800,000
2029	1,300,000
Thereafter	2,500,000
Total	6,955,000

The Company did not have significant contractual obligations as of December 31, 2024. except for the sales commitments discussed above.

Off Balance Sheet Arrangements

As of December 31, 2024, the Company had no material off-balance sheet arrangements such as guarantee contracts, contingent interest in assets transferred to an entity, derivative instruments obligations or any obligations that trigger financing, liquidity, market or credit risk to the Company.

Critical Accounting Policies and Estimates

Our consolidated financial statements have been prepared in accordance with U.S. GAAP. Preparation of the financial statements requires us to make judgments, estimates and assumptions that impact the reported amount of net sales and expenses, assets and liabilities and the disclosure of contingent assets and liabilities. We consider an accounting judgment, estimate or assumption to be critical when the estimate or assumption is complex in nature or requires a high degree of judgment and when the use of different judgments, estimates and assumptions could have a material impact on our consolidated financial statements. While our significant accounting policies are described in more detail in Note 2 of our consolidated financial statements, we believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our financial statements.

Estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

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 and mining 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 our continued plans to fund exploration and development programs on the property.

Asset Retirement Obligations: Various federal and state mining laws and regulations require our Company to reclaim the surface areas and restore underground water quality to the pre-existing quality or class of use after the completion of mining. 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 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 its remaining useful life. The asset retirement obligations are accreted to an undiscounted value until they are settled. The accretion

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expenses are charged to earnings and the actual retirement costs are recorded against the asset retirement obligations when incurred.

Asset Acquisitions: The Company performs a screen test as required under U.S. GAAP to determine whether a transaction is an asset acquisition under FASB ASC Topic 805, Business Combination. If substantially all of the fair value of gross assets acquired is concentrated in a single identifiable asset (or a group of similar identifiable assets), the assets acquired would not represent a business and we account for the acquisition as an asset acquisition. In addition, when an acquisition does not meet the definition of a business combination as the acquired entity does not have an input and a substantive process that together significantly contribute to the ability to create outputs, we also account for the acquisition as an asset acquisition. In an asset acquisition, any direct acquisition-related transaction costs are capitalized as part of the purchase consideration. Deferred taxes are recorded on temporary book/tax differences in an asset acquisition using the simultaneous equations method and adjusting the assigned value of the non-monetary assets acquired to include the deferred tax liability. There is no goodwill recorded, with any excess purchase price being allocated on a pro-rata basis to the acquired assets based on their relative fair values.

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 expense in the period such determination is made.

Conversion from IFRS to U.S. GAAP

As the Company no longer qualifies as a foreign private issuer, its consolidated financial statements have been retroactively converted from IFRS to U.S. GAAP.

The significant differences between IFRS and U.S. GAAP as they relate to the Company are as follows:

{a} Exploration and Development Costs

Under IFRS, the Company capitalized exploration and development costs related to the Company’s Mineral Properties. Under US GAAP, the Company is only eligible to capitalize costs related to the following for Mineral Properties;

•Asset Acquisitions

•Direct Development Costs after establishing proven/probable reserves. This requires obtaining a S-K 1300 that supports the existence of probable or proven mineral reserves. As of December 31, 2024, the Company’s S-K 1300s do not indicate proven/probable reserves. Therefore, the Company remains an Exploration Stage Issuer and is unable to capitalize development costs.

Exploration costs, land lease costs and development costs are expensed as incurred for the years ended December 31, 2024, 2023, and 2022, respectively.

{b} Income Taxes

The Company recorded a deferred tax liability under U.S GAAP as a result of the Azarga asset acquisition. Under U.S GAAP, this requires book basis increase for the change in fair value. However, there is no tax basis bump related to the Azarga asset acquisition. This results in a difference that requires a deferred tax liability under U.S. GAAP ASC 740, Income Taxes. Under IFRS, this does not result in a deferred tax liability.

{c} Share-based Compensation

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Under IFRS, the Company utilized the expected term for share-based compensation in the Black-Scholes valuation calculation. The Company under U.S. GAAP elected the simplified method for ‘vanilla’ stock options, as permitted by the SEC. This allows the average between the vesting period and the contractual period to be utilized for the expected term.

{d} Investments in Uranium

Under IFRS, the Company treated its purchases of uranium as investment property. Under IFRS, the Company adjusted its inventory to the fair market value as of each reporting period and upon sale, recorded the sale as a non-operating gain. Under U.S. GAAP, the Company treated its purchases of Uranium as inventory, which is held at the lower of carrying value and net realizable value. This resulted in reclassification of the income statement impacts to revenue and cost of goods sold and the deferral of gain/loss on the changes in the fair market value of uranium until the uranium was sold to customers.

{e} Warrants granted in Conjunction with Equity Financing

Under IFRS, the Company allocated the proceeds received from warrants granted in conjunction with equity financing to common stock. Under US GAAP, the proceeds received are required to be applied to the warrants and the share issuance based on their relative fair value. This results in a higher additional paid in capital balance upon the granting of the warrants than under IFRS and a lower amount attributed to common stock than under IFRS.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Our exposure to market risks includes, but is not limited to, equity price risk, uranium price risk and foreign currency risk.

Equity Price Risk

We are subject to market risk related to the market price of our common shares, which trade on Nasdaq and TSX-V. Historically, we have relied upon equity financings from the sale of our common shares to fund our operations. Movements in the price of our common shares have been volatile in the past and may continue to be volatile in the future. As a result, there is a risk that we may not be able to complete an equity financing at an acceptable price when required.

In addition, we have investments in equity securities, which are common shares and warrants of publicly listed companies. Movements in the price of these equity securities have been volatile in the past and may continue to be volatile in the future.

Uranium Price Risk

We are subject to market risk related to the market price of uranium. As of December 31, 2024, we had no uranium supply or off-take agreements in place. Since future sales of uranium concentrates are contracted based on both spot and fixed pricing, fluctuations in the market price of uranium would have a direct impact on our revenues, results of operations and cash flows. We do not use derivative financial instruments for speculative trading purposes, nor do we hedge our uranium price exposure to manage our uranium price risk.

Foreign Currency Risk

We are subject to market risk related to foreign currency exchange rate fluctuations. Our functional currency is the United States Dollar, however, a portion of our business is transacted in other currencies including the Canadian Dollar. To date, these fluctuations have not had a material impact on our results of operations.

We do not use derivative financial instruments for speculative trading purposes, nor do we hedge our foreign currency exposure to manage our foreign currency fluctuation risk.

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Item 8. Financial Statements and Supplementary Data (For 10-K, this should be Audited Financial Statements)

Index to Financial Statements

Financial Statements	Page
Report of Registered Public Accounting Firm (KPMG PCAOB ID: 185)	F-2
Consolidated Balance Sheets as of December 31, 2024 and 2023	F-4
Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023 and 2022	F-5
Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2024, 2023 and 2022	F-6
Consolidated Statements of Cash Flow for the Years Ended December 31, 2024, 2023 and 2022	F-7
Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2024, 2023 and 2022	F-10
Notes to Consolidated Financial Statements	F-12

F-1

Table of Contents

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

enCore Energy Corporation:

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, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, 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, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 3, 2025 expressed an adverse opinion on the effectiveness of the Company’s internal control over financial reporting.

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 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. 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 the critical audit matter or on the accounts or disclosures to which it relates.

Asset retirement obligation costs

As discussed in Note 11 to the consolidated financial statements, the Company recorded an asset retirement obligation (ARO) liability of $16.9 million as of December 31, 2024. 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 at inception.

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 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 3, 2025

F-2

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Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

enCore Energy Corporation:

Opinion on Internal Control Over Financial Reporting

We have audited enCore Energy Corporation and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, because of the effect of the material weaknesses, described below, on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated March 3, 2025 expressed an unqualified opinion on those consolidated financial statements.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Material weaknesses due to control deficiencies in general information technology controls and process-level controls across financial reporting processes were caused by an ineffective control environment that resulted in ineffective risk assessment, information and communication, and monitoring, which have been identified and included in management’s assessment. The material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2024 consolidated financial statements, and this report does not affect our report on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

Houston, Texas

March 3, 2025

F-3

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enCore Energy Corp

Consolidated Balance Sheets

	December 31,
(in thousands except per share data)	2024		2023
ASSETS
Current assets
Cash and cash equivalents	$	39,701	$	7,493
Prepaid expenses and other current assets	2,700		931
Marketable securities	24,046		16,886
Inventory	20,967		9
Total current assets	87,414		25,319
Mineral rights and properties, net	271,922		274,490
Property, plant and equipment, net	24,017		14,970
Intangible assets, net	471		514
Restricted cash	7,751		7,680
Marketable securities, non-current	837		3,047
Right of use assets - operating lease	310		459
Other long-term assets	-		88
Total assets	$	392,722	$	326,567
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	7,464	$	3,582
Accounts payable - related parties	2,378		2,521
Note payable - related party	20,108		-
Operating lease liabilities, current	130		178
Total current liabilities	30,080		6,281
Deferred tax liabilities	26,980		27,959
Asset retirement obligations	16,918		10,828
Convertible promissory note	-		19,239
Operating lease liabilities, non-current	202		294
Total liabilities	74,180		64,601
Commitments and contingencies (Note 12)
Stockholders’ equity
Common stock 186,114,948 and 165,133,798 shares issued and outstanding as of December 31, 2024 and 2023, respectively	380,325		308,198
Equity portion of convertible promissory note	-		3,813
Additional paid-in-capital	59,856		41,203
Accumulated deficit	(150,848)		(89,456)
Accumulated other comprehensive loss	(3,597)		(1,792)
Total stockholders' equity	285,736		261,966
Non-controlling interests	32,806		-
Total equity	318,542		261,966
Total liabilities and stockholders' equity	$	392,722	$	326,567

F-4

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enCore Energy Corp

Consolidated Statements of Operations

	Years Ended December 31,
(in thousands except per share data)	2024		2023		2022
Revenue	$	58,334	$	22,148	$	4,245
Cost of sales	65,541		19,573		2,656
Gross profit (loss)	(7,207)		2,575		1,589
Operating costs:
Mineral property expenditures	29,763		14,224		10,054
General and administrative	27,056		19,914		12,378
Depreciation, amortization and accretion	3,369		5,696		736
Other operating costs	4,788		3,464		4,332
Total operating expenses	64,976		43,298		27,500
Operating loss	(72,183)		(40,723)		(25,911)
Gain on marketable securities, realized	248		-		-
Interest income	2,476		393		419
Interest expense	(1,735)		(3,503)		-
Gain on sale of mineral properties	-		11,837		1,852
Gain (loss) on marketable securities, unrealized	(2,711)		5,918		1,057
Foreign exchange loss	-		-		(58)
Other expense	(17)		-		(679)
Loss before income taxes	(73,922)		(26,078)		(23,320)
Income tax benefit	(5,929)		(467)		(165)
Net loss	(67,993)		(25,611)		(23,155)
Net loss attributable to noncontrolling interests	(6,601)		-		-
Net loss attributable to controlling interest	$	(61,392)	$	(25,611)	$	(23,155)
Net loss per share
Basic	$	(0.34)	$	(0.18)	$	(0.22)
Diluted	$	(0.34)	$	(0.18)	$	(0.22)
Weighted average number of shares
Basic	181,982,829		144,043,709		105,529,292
Diluted	181,982,829		144,043,709		105,529,292

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enCore Energy Corp

Consolidated Statements of Comprehensive Loss

	Years Ended December 31,
(in thousands except per share data)	2024		2023		2022
Net loss	$	(67,993)	$	(25,611)	$	(23,155)
Other comprehensive loss, [net of tax]
Foreign currency translation adjustment	(1,805)		393		(1,457)
Total other comprehensive loss, [net of tax]	(1,805)		393		(1,457)
Comprehensive loss	(69,798)		(25,218)		(24,612)
Comprehensive loss attributable to non-controlling interests	(6,601)		-		-
Comprehensive loss attributable to stockholders	$	(63,197)	$	(25,218)	$	(24,612)

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enCore Energy Corp

Consolidated Statements of Cash Flow

	Years Ended December 31,
(In thousands)	2024		2023		2022
Cash used in operating activities
Net loss	$	(67,993)	$	(25,611)	$	(23,155)
Adjustments to reconcile net income to cash provided by (used in) operating activities
Amortization, depreciation, accretion and depletion	4,596		5,664		736
Stock based compensation	4,788		3,464		4,332
Shares issued for services	-		-		611
Inventory impairment charge	6,054		-		-
Asset retirement obligation (gain)/loss	5,424		(221)		157
Gain on sale of mineral properties	-		(11,837)		(1,852)
Exploration costs related to mineral properties (investing activity)	9,392		8,205		4,302
Unrealized loss/(gain) on marketable securities	2,711		(5,918)		(1,057)
Loss on equity method investments	-		-		564
Realized gain on marketable securities	(248)		-		-
Changes in operating assets and liabilities:
Receivables, prepaids and deposits	(10)		356		(618)
Inventories	(7,575)		2,991		(344)
Accounts payable and accrued liabilities	4,079		14		(4,242)
Asset retirement obligations	(399)		(291)		(11)
Deferred tax liability	(5,968)		(469)		(167)
Due to related parties	(55)		666		434
Net cash used in operating activities	$	(45,204)	$	(22,987)	$	(20,310)
Cash used in investing activities
Purchase of property, plant, and equipment	(11,348)		(7,727)		(980)
Acquisition of Alta Mesa net of cash received and deposit paid	-		(52,212)		(6,009)
Acquisition of intangible assets	-		-		(55)
Exploration costs related to mineral properties	(9,392)		(8,205)		(4,302)
Proceeds from the sale of mineral properties	-		3,527		48
Purchase of marketable securities	(9,798)		-		-
Proceeds from sale of marketable securities	548		-		-
Net cash used in investing activities	$	(29,990)	$	(64,617)	$	(11,298)
Cash provided by financing activities
Private placement proceeds	10,000		25,562		24,002
Common stock issuance costs	(50)		(4,631)		(1,534)
Stock subscriptions received	-		-		51,559
Proceeds from the At -the-Market ("ATM") sales	2,008		49,444		-
Proceeds from exercise of warrants	25,471		14,968		2,453
Proceeds from exercise of stock options	1,760		558		1,193
Repayments on convertible note	-		(40,000)		-
Financing costs incurred	-		-		(1,717)
Proceeds from sale of minority interest	60,000		-		-

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enCore Energy Corp

Consolidated Statements of Cash Flow (continued)

Contributions from non-controlling interest	8,228		-		-
Net cash provided by financing activities	$	107,417	$	45,901	$	75,956
Net increase (decrease) in cash, cash equivalents and restricted cash	32,223		(41,703)		44,348
Foreign exchange difference on cash, cash equivalents and restricted cash	56		(205)		(972)
Cash, cash equivalents and restricted cash, beginning of year	15,173		57,081		13,705
Cash, cash equivalents and restricted cash, end of year	$	47,452	$	15,173	$	57,081

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enCore Energy Corp

Consolidated Statements of Cash Flow (continued)

		Years Ended December 31,
	2024			2023			2022
Non-cash financing activities:
Share issue costs on finders' warrants issued		$	-		$	1,415		$	-
Conversion of subscriptions to shares		-			33,300			-
Warrants issued in conjunction with subscription		-			18,259			-
Financing costs remaining in accounts payable and accrued liabilities		-			-			1,513
Conversion of promissory note, including equity portion, to shares		23,117			-			-
Inventory received in exchange for note payable		20,108			-			-
Inventory distributions to non-controlling interest		1,905			-			-
Unpaid contributions from non-controlling interest		1,759			-			-
Fair value of Alta Mesa replacement options granted for asset acquisition		-			81			-
Marketable securities obtained as part of sale of mineral property		-			9,815			3,345
Non-cash investing activities:
Property, plant, and equipment additions included in accounts payable and accrued liabilities		-			188			-
Convertible promissory note Issued for asset acquisition		-			60,000			-

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Table of Contents

enCore Energy Corp

Consolidated Statements of Stockholders’ Equity

	Common Stock			Subscription<br>Receivable		Equity Portion of<br>Convertible<br>Promissory Note		Additional Paid-<br>in-Capital		Accumulated<br>Deficit		Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total Equity
(in thousands except per share data)	Shares	Amount
Balance at January 1, 2022	98,903	$	163,528	$	-	$	-	$	15,463	$	(40,690)	$	(728)	$	-	$	137,573
Net Loss	-	-		-		-		-		(23,155)		-		-		(23,155)
Private placement	6,536	19,825		-		-		-		-		-		-		19,825
Warrants issued in conjunction with private placement	-	-		-		-		4,177		-		-		-		4,177
Share issuance costs	-	(2,234)		-		-		700		-		-		-		(1,534)
Shares issued for exercise of warrants	2,292	5,323		-		-		(2,870)		-		-		-		2,453
Shares issued for exercise of stock options	1,016	3,906		-		-		(2,713)		-		-		-		1,193
Share-based compensation	-	-		-		-		4,332		-		-		-		4,332
Shares issued for services	193	611		-		-		-		-		-		-		611
Share subscriptions received	-	-		51,559		-		-		-		-		-		51,559
Cumulative translation adjustment	-	-		-		-		-		-		(1,457)		-		(1,457)
Balance at December 31, 2022	108,940	$	190,959	$	51,559	$	-	$	19,089	$	(63,845)	$	(2,185)	$	-	$	195,577
Balance at January 1, 2023	108,940	$	190,959	$	51,559	$	-	$	19,089	$	(63,845)	$	(2,185)	$	-	$	195,577
Net loss	-	-		-		-		-		(25,611)		-		-		(25,611)
Private placement	10,616	20,209		-		-		-		-		-		-		20,209
Warrants issued in conjunction with private placement	-	-		-		-		5,353								5,353
Conversion of subscriptions to shares	23,277	33,300		(33,300)		-		-		-		-		-		-
Warrants issued in conjunction with subscription	-	-		(18,259)				18,259								-
Share issuance costs	-	(7,659)		-		-		1,376		-		-		-		(6,283)
Shares issued for exercise of warrants	6,034	20,346		-		-		(5,378)		-		-		-		14,968
Shares issued for exercise of stock options	576	1,599		-		-		(1,041)		-		-		-		558
Shares issued for ATM	15,691	49,444		-		-		-		-		-		-		49,444

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enCore Energy Corp

Consolidated Statements of Stockholders’ Equity

Share-based compensation	-	-		-		-		3,464		-		-		-		3,464
Equity portion of convertible promissory note	-	-		-		3,813		-		-		-		-		3,813
Fair value of replacement options for Alta Mesa acquisition	-	-		-		-		81		-		-		-		81
Cumulative translation adjustment	-	-		-		-		-		-		393		-		393
Balance at December 31, 2023	165,134	$	308,198	$	-	$	3,813	$	41,203	$	(89,456)	$	(1,792)	$	-	$	261,966
Balance at January 1, 2024	165,134	$	308,198	$	-	$	3,813	$	41,203	$	(89,456)	$	(1,792)	$	-	$	261,966
Net loss	-	-		-		-		-		(61,392)		-		(6,601)		(67,993)
Private placement	2,564	10,000		-		-		-		-		-		-		10,000
Contributions from non-controlling interest	-	-		-		-		8,228		-		-		1,759		9,987
Inventory distributions to non-controlling interest	-	-		-		-		-		-		-		(1,905)		(1,905)
Share issuance costs	-	(50)		-		-		-		-		-		-		(50)
Shares issued for exercise of warrants	8,782	33,373		-		-		(7,902)		-		-		-		25,471
Shares issued for exercise of stock options	2,267	3,679		-		-		(1,919)		-		-		-		1,760
Shares issued for ATM	496	2,008		-		-		-		-		-		-		2,008
Share-based compensation	-	-		-		-		4,788		-		-		-		4,788
Conversion of convertible promissory note to shares	6,872	23,117		-		(3,813)		-		-		-		-		19,304
Non-controlling interest Investment in JV Alta Mesa	-	-		-		-		15,458		-		-		39,553		55,011
Cumulative translation adjustment	-	-		-		-		-		-		(1,805)				(1,805)
Balance at December 31, 2024	186,115	$	380,325	$	-	$	-	$	59,856	$	(150,848)	$	(3,597)	$	32,806	$	318,542

F-11

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enCore Energy Corp.

Notes to Consolidated Financial Statements

(all amounts in thousands, except for shares)

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 101 N Shoreline, Suite 450, Corpus Christi, TX 78401.

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

As of December 31, 2024, the Company is an “Exploration Stage Issuer” as defined by S-K 1300 as it has not established proven or probable mineral reserves, as required by the SEC to be defined as a Development Stage Issuer.

2.Summary of Significant Accounting Policies

Basis of Presentation

As a non-U.S. company listed on the NASDAQ, the Company historically met the definition of a foreign private issuer (“FPI”) as defined by the United States Securities and Exchange Commission (“SEC”). As such, the Company prepared consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”).

As of January 1, 2025, the Company has become a U.S. Domestic Issuer. 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”) effective with the preparation of these financial statements as of and for the year ended December 31, 2024.

For the year ended December 31, 2024, the Company has therefore retrospectively adopted U.S. GAAP. The consolidated financial statements of the Company have been prepared in accordance with U.S. GAAP for all periods presented. Comparative figures, which were previously prepared in accordance with IFRS, have been adjusted as required to be compliant with the Corporation’s accounting policies under U.S. GAAP.

These financial statements are presented in thousands of United States dollars. All inter-company transactions and balances have been eliminated upon consolidation.

There are certain disclosures where the Company discloses the amount in Canadian Dollar (“CAD”), as this is the currency in which the instrument is denominated in.

Principles of Consolidation

These financial statements incorporate the financial statements of the Company and its controlled subsidiaries. We consolidate entities that we control due to ownership of a majority voting interest and we consolidate variable interest entities (VIEs) when we are the primary beneficiary. All intercompany transactions and balances have been eliminated.

The Company has a 70% interest in the Alta Mesa project with Boss Energy Limited (“Boss” or “Boss Energy”). The Company retained control after Boss acquired their interest. Alta Mesa is considered a variable interest entity (“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 10 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 sheet. Financial Accounting Standards Board (the “FASB”) Accounting Standard Codification (“ASC”) Topic

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enCore Energy Corp.

Notes to Consolidated Financial Statements

(all amounts in thousands, except for shares)

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 its Chief Executive Officer. The Company has one operating segment and one 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 the 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 and Alta Mesa Projects (collectively, the “ISR Mines 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 Mines Projects. Furthermore, we currently have no plans to establish proven or probable reserves for any of our uranium projects for which we plan on utilizing in-situ recovery (“ISR”) mining, such as our ISR Mines Projects. As a result, and despite the fact that we commenced extraction of mineralized materials at our ISR Mines Projects, we remain an Exploration Stage company, as defined by the SEC, and will continue to remain as an Exploration Stage company until such time proven or probable reserves have been established.

In accordance with U.S. GAAP, 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 facilities and disposal wells, are expensed as incurred until such time 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.

When the Company starts to extract mineral materials at our ISR Mines Projects, the capitalized costs are depleted over estimated mineral resources using the units-of-production method. Depletion costs are included in cost of sales in the consolidated statement 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 judgements, estimates and assumptions include the valuation of acquired mineral rights and properties and equity-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 allocations of expenditures to inventories, 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.

Asset Acquisitions

The Company performs a screen test as required under U.S. GAAP to determine whether a transaction is an asset acquisition under FASB ASC Topic 805, Business Combination. If substantially all of the fair value of gross assets acquired is concentrated in a single identifiable asset (or a group of similar identifiable assets), the assets

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enCore Energy Corp.

Notes to Consolidated Financial Statements

(all amounts in thousands, except for shares)

acquired would not represent a business and we account for the acquisition as an asset acquisition. In addition, when an acquisition does not meet the definition of a business combination as the acquired entity does not have an input and a substantive process that together significantly contribute to the ability to create outputs, we also account for the acquisition as an asset acquisition. In an asset acquisition, any direct acquisition-related transaction costs are capitalized as part of the purchase consideration. Deferred taxes are recorded on temporary book/tax differences in an asset acquisition using the simultaneous equations method and adjusting the assigned value of the non-monetary assets acquired to include the deferred tax liability. There is no goodwill recorded, with any excess purchase price being allocated on a pro-rata basis to the acquired assets based on their relative fair values.

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, except where deferred in equity as a qualifying cash flow or net investment hedge. 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 parent 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 equity.

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 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. Refer to Note 11 – Asset Retirement Obligations and Restricted Cash.

Inventories

Inventories are 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 (FIFO) 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.

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enCore Energy Corp.

Notes to Consolidated Financial Statements

(all amounts in thousands, except for shares)

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 other income (loss) 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 have 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 other income (loss) 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:

Category	Range
Uranium Plant	15-25 years
Other Property Plant and Equipment	3-5 years
Software	2-3 years
Furniture	3-5 years
Buildings	10-40 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, 2024, 2023 or 2022.

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enCore Energy Corp.

Notes to Consolidated Financial Statements

(all amounts in thousands, except for shares)

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 and mining 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 its 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 and mining 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 statement 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 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 or Rare Earth Elements (“REE”) prices (considering current and historical prices, trends and estimates), production levels, operating costs, capital requirements and reclamation costs, all based on life-of-mine 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 indicators of impairment for long-lived assets as of December 31, 2024 or 2023 or 2022.

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 expense in the period such determination is made.

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enCore Energy Corp.

Notes to Consolidated Financial Statements

(all amounts in thousands, except for shares)

Asset Retirement Obligations

Various federal and state mining laws and regulations require our Company to reclaim the surface areas and restore underground water quality to the pre-existing quality or class of use after the completion of mining. 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 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 earnings and the actual retirement costs are recorded against the asset retirement obligations when incurred.

Share-based Compensation

We measure share-based awards, typically options, 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 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

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enCore Energy Corp.

Notes to Consolidated Financial Statements

(all amounts in thousands, except for shares)

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 instruments held for trading or derivatives) 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 loss in the period in which they arise.

Revenue Recognition and Trade Receivables

Our revenues are primarily derived from the sale of uranium that we either purchased from a third-party or recovered and extracted from the Company’s mining properties.

The Company's sales of uranium are derived from contracts with major U.S utility companies. Revenue is recognized when delivery is evidenced by book transfer at the conversion facility. The sales contracts specify the quantity to be delivered, the price, payment terms and the year of the delivery. There is no variable consideration. Under these contracts, each delivery product transferred to the customer represents a separate performance obligation; therefore, future quantities are wholly unsatisfied and disclosure of the transaction price allocated to remaining performance obligations is not required. Under the Company's uranium contracts, it invoices customers after the performance obligations have been satisfied, at which point the Company has an enforceable right to payment. Accordingly, the Company’s uranium contracts do not give rise to contract assets or liabilities.

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, 2024 and 2023, the Company did not have an allowance for expected credit losses for trade accounts receivable. As of December 31, 2024 and 2023, the Company did not have receivables from contracts with customers.

Earnings/(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 stockholders 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. Dilutive 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.

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 Issued Accounting Standards

Recently Adopted Accounting Standards

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280)-Improvements to Reportable Segment Disclosures. The ASU enhances disclosure of significant segment expenses by requiring disclosure of significant segment expenses regularly provided to the chief operating decision maker, extend certain annual disclosures to interim periods, and permits more than one measure of segment profit or loss to be reported under

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enCore Energy Corp.

Notes to Consolidated Financial Statements

(all amounts in thousands, except for shares)

certain conditions. The amendments are effective for the Company in years beginning after December 15, 2023, and interim periods within years beginning after December 15, 2024. Early adoption of the ASU is permitted, including adoption in any interim period for which financial statements have not been issued. The Company adopted this effective January 1, 2024. The Company expanded its segment disclosure.

Recently Issued Accounting Standards Not Yet Adopted

In December 2023, 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 is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures but does not expect that it will have a material impact on the Company. The Company will elect to adopt this prospectively when adopted.

On March 21, 2024, the FASB issued ASU 2024-01, Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards, which clarifies how an entity determines whether a profits interest or similar award (hereafter a “profits interest award”) is (1) within the scope of ASC 718 or (2) not a share-based payment arrangement and therefore within the scope of other guidance. This ASU will be effective for annual periods beginning after December 15, 2024, and interim periods within those annual periods. The Company anticipates that it will not have a material impact on the Company.

In March 2024, the FASB issued ASU 2024-02, Codification Improvements - Amendments to Remove References to the Concepts Statements. This ASU contains amendments to the Codification that removes references to various FASB Concepts Statements. The effort facilitates Codification updates for technical corrections such as conforming amendments, clarifications to guidance, simplifications to wording or the structure of guidance and other minor improvements. While the amendments are not expected to result in significant changes for most entities, the FASB provided transition guidance since some entities could be affected. This ASU will be effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

In November 2024, the FASB issued ASU No. 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20) – Induced Conversions of Convertible Debt Instruments, or ASU 2024-04. The guidance in ASU 2024-04 clarifies the requirements related to accounting for the settlement of a debt instrument as an induced conversion when changes are made to conversion features as part of an offer to settle the instrument. This ASU is effective for annual periods beginning after December 15, 2025, with early adoption permitted. The amendments may be applied either (1) prospectively to any settlements of convertible debt instruments that occur after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements, with a cumulative adjustment-effect adjustment to equity. This will not have an impact on the Company.

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enCore Energy Corp.

Notes to Consolidated Financial Statements

(all amounts in thousands, except for shares)

3.Conversion from IFRS to U.S. GAAP

As part of the U.S. Domestication, the Company has retrospectively converted its Consolidated Financial Statements from IFRS to U.S. GAAP. Refer to Note 1 for additional details. The significant differences between IFRS and U.S. GAAP as they relate to these financial statements are as follows:

{a} Exploration and Development Costs

Under IFRS, the Company capitalized exploration and development costs related to the Company’s Mineral Properties. Under US GAAP, the Company is only eligible to capitalize costs related to the following for Mineral Properties:

•Asset Acquisitions

•Direct Development Costs after establishing proven/probable reserves. This requires obtaining a S-K 1300 that supports the existence of probable or proven mineral reserves. As of December 31, 2024, the Company’s S-K 1300s do not indicate proven/probable reserves. Therefore, the Company remains an Exploration Stage Issuer and is unable to capitalize development costs.

Exploration costs, land lease costs and development costs are expensed as incurred for the years ended December 31, 2024, 2023 and 2022.

{b} Income Taxes

The Company recorded a deferred tax liability under U.S GAAP as a result of the Azarga asset acquisition. Under U.S GAAP, this requires book basis increase for the change in fair value. However, there is no tax basis bump related to the Azarga asset acquisition. This results in a difference that requires a deferred tax liability under U.S. GAAP ASC 740, Income Taxes. Under IFRS, this does not result in a deferred tax liability.

{c} Share-based Compensation

Under IFRS, the Company utilized the expected term for share-based compensation in the Black-Scholes valuation calculation. The Company under U.S. GAAP elected the simplified method for ‘vanilla’ stock options, as permitted by the SEC. This allows the average between the vesting period and the contractual period to be utilized for the expected term.

{d} Investments in Uranium

Under IFRS, the Company treated its purchases of uranium as investment property. Under IFRS, the Company adjusted its inventory to the fair market value as of each reporting period and upon sale, recorded the sale as a non-operating gain. Under U.S. GAAP, the Company treated its purchases of Uranium as inventory, which is held at the lower of carrying value and net realizable value. This resulted in reclassification of the income statement impacts to revenue and cost of goods sold and the deferral of gain/loss on the changes in the fair market value of uranium until the uranium was sold to customers.

This impacted the consolidated statements of cash flows for the years ended December 31, 2023 and 2022, as the impacts from the decrease in the investment in uranium and the proceeds received from the sale were included as investing activity. For the year ended December 31, 2023, this would result in an increase in cash from operating activities of $5,576 and a decrease in cash from investing activities of $5,576. For the year ended December 31, 2022, this would result in an increase in cash from operating activities of $4,245 and a decrease in cash from investing activities of $4,245.

{e} Warrants granted in Conjunction with Equity Financing

Under IFRS, the Company allocated the proceeds received from warrants granted in conjunction with equity financing to common stock. Under U.S. GAAP, the proceeds received are required to be applied to

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enCore Energy Corp.

Notes to Consolidated Financial Statements

(all amounts in thousands, except for shares)

the warrants and the share issuance based on their relative fair value. This results in a higher additional paid in capital balance upon the granting of the warrants than under IFRS and a lower amount attributed to common stock than under IFRS.

The significant differences in the Consolidated Statements of Operations were as follows which show the (increase)/decrease to net loss during the period;

		Years Ended December 31,
	Note	2024		2023		2022
Net loss - IFRS		$	(58,787)	$	(20,175)	$	(16,615)
Revenue	{d}	-		22,148		4,245
Cost of goods sold	{a},{d}	2,584		(19,573)		(2,656)
Mineral property expenditures	{a}	(19,576)		(11,075)		(9,897)
General and administrative	{c}	1,666		1,721		1,322
Depreciation, amortization and accretion		191		167		89
Impairment of mineral properties	{a}	-		1,538		-
Gain on sale of uranium	{d}	-		(2,575)		(35)
Gain on sale of mineral properties	{a}	-		1,746		227
Provision for income taxes	{b}	5,929		467		165
Net loss - U.S. GAAP		$	(67,993)	$	(25,611)	$	(23,155)

The significant differences in the Consolidated Balance Sheet are as follows;

		December 31, 2024
	Note	IFRS		Adjustments		U.S. GAAP
Assets
Inventory	{a}	$	21,315	$	(348)	$	20,967
Mineral rights and properties, net	{a}	286,587		(14,665)		271,922
Right of use assets - operating lease		293		17		310
Total assets		407,718		(14,996)		392,722
Liabilities
Accounts payable and accrued liabilities	{a}	7,421		43		7,464
Deferred tax liability	{b}	-		26,980		26,980
Total liabilities		47,157		27,023		74,180
Equity
Common stock	{e}	397,622		(17,297)		380,325
Additional paid in capital	{c}	52,431		7,425		59,856
Accumulated deficit	{a},{b},{c}	(118,702)		(32,146)		(150,848)
Total equity		$	360,560	$	(42,018)	$	318,542

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enCore Energy Corp.

Notes to Consolidated Financial Statements

(all amounts in thousands, except for shares)

		December 31, 2023
	Note	IFRS		Adjustments		U.S. GAAP
Assets
Mineral rights and properties, net	{a}	$	272,511	$	1,979	$	274,490
Right of use assets - operating lease		444		15		459
Total assets		324,573		1,994		326,567
Liabilities
Accounts payable and accrued liabilities	{a}	3,579		3		3,582
Deferred tax liability	{b}	-		27,959		27,959
Total liabilities		36,639		27,962		64,601
Equity
Common stock	{e}	333,122		(24,924)		308,198
Additional paid in capital	{c}	19,308		21,895		41,203
Accumulated deficit	{a},{b},{c}	(66,516)		(22,940)		(89,456)
Total equity		$	287,935	$	(25,969)	$	261,966

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enCore Energy Corp.

Notes to Consolidated Financial Statements

(all amounts in thousands, except for shares)

4.Asset Acquisitions and Sales

Acquisitions

In November 2022, the Company, and Energy Fuels, Inc (“Energy Fuels”) entered into a Definitive Agreement. Pursuant to the terms and subject to the conditions in the Definitive Agreement, on February 14, 2023, the Company acquired the Alta Mesa in-Situ Recovery uranium project (“Alta Mesa”).

The aggregate amount of the total consideration was $121,384 which consisted of a cash payment of $60,000, the issuance of a $60,000 secured vendor takeback convertible promissory note and 44,681 enCore stock options (the “Replacement Options”) for options held by Energy Fuels option holders, valued at $81 using the Black-Scholes option pricing model, and total transaction costs of $1,303 associated with the Arrangement. The transaction did not qualify as a business combination as defined in FASB ASC Topic 805, Business Combinations. It has been accounted for as an asset acquisition with the purchase price allocated based on the estimated fair value of the assets and liabilities summarized as follows:

Consideration	Amount
Cash	$	60,000
Convertible promissory note	60,000
Fair value of replacement options	81
Transaction costs	1,303
Total consideration value	$	121,384
Net assets acquired	Amount
Prepaid	$	42
Property, plant, and equipment	6,111
Mineral properties	121,006
Asset retirement obligations	(5,489)
Accounts payable and accrued liabilities	(286)
Total net assets acquired	$	121,384

The fair value of the Replacement Options is based on the issuance of 44,681 options with a fair value of $81.

Sales

On July 20, 2023, the Company divested its subsidiary Neutron Energy, Inc, including its holding of the Marquez-Juan Tafoya Uranium Project to Anfield Energy, Inc. Pursuant to a Share Purchase Agreement, the Company received cash consideration of $3,796 and 185,000,000 shares of Anfield with a fair value of $7,023 (Note 6). The net book value of the subsidiary was $2,433 at the transaction date, transaction costs of $423 were incurred and $33 in currency exchange effect was recognized resulting in a gain on divestment of subsidiary of $7,995, which is included in gain on sale of mineral properties on the Company’s consolidated statements of operations.

5.Inventory

As of December 31, 2024, the Company held 245,000 pounds of purchased uranium, 59,395 pounds of extracted uranium inventory and 37,775 pounds of raw uranium. As of December 31, 2023, the Company did not hold any uranium inventory.

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enCore Energy Corp.

Notes to Consolidated Financial Statements

(all amounts in thousands, except for shares)

Costs of inventory consisted of the following:

	As of December 31,
	2024		2023
Purchased uranium inventories	$	16,614	$	-
Raw uranium	1,564		-
Uranium concentrates from extraction	2,718		-
Materials and supplies	71		9
Total	$	20,967	$	9

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

6.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 fair value of the Company’s investment in equity securities as of December 31, 2024 and 2023:

	As of December 31,
	2024		2023
Balance, beginning of year	$	19,933	$	3,947
Investment in publicly traded companies	9,798		9,815
Divestment of publicly traded companies	(548)		-
Fair value gain/(loss) on marketable securities	(2,711)		5,918
Foreign exchange translation	(1,589)		253
Balance, end of year	24,883		19,933
Noncurrent marketable securities	(837)		(3,047)
Current marketable securities	$	24,046	$	16,886

During the year ended December 31, 2024, the company purchased an additional 15,158,426 shares and 3,690,372 warrants to purchase common stock of an investment and disposed of 26,308,250 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 $24,883. These companies are publicly traded.

During the year ended December 31, 2023, the Company purchased a total of 194,247,800 shares in companies that are publicly traded. As of December 31, 2023, these shares are carried at a fair value of $19,933.

The realized gain on marketable securities sold during the year ended December 31, 2024, was $248. There were no realized gains or losses during the year ended December 31, 2023. The unrealized loss on marketable securities for the year ended December 31, 2024 was $2,711 (year ended December 31, 2023 – $5,918 unrealized gain). These net realized and unrealized gains and losses are recorded in the Consolidated Statements of Operations.

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enCore Energy Corp.

Notes to Consolidated Financial Statements

(all amounts in thousands, except for shares)

7.Intangible assets

Intangible assets consist of the following as of December 31, 2024 and 2023.

	Gross Carrying<br>Amount		Accumulated<br>Amortization		Net Carrying Amount
December 31, 2024
Definite-lived: Data access agreement	$	250	$	107	$	143
Indefinite-lived: Data purchases	328		-		328
	$	578	$	107	$	471
December 31, 2023
Definite-lived: Data access agreement	$	272	$	97	$	175
Indefinite-lived: Data purchases	339		-		339
	$	611	$	97	$	514

Aggregate intangible asset amortization expense was $19 for the years ended December 31, 2024, 2023 and 2022 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, 2024 is as follows (in thousands):

	2025		2026		2027		2028		2029		Thereafter
Amortization expense	$	19	$	19	$	19	$	19	$	19	$	48

8.Property, Plant & Equipment, Net

Property, plant and equipment consists of the following:

	As of December 31,
(In thousands)	2024		2023
Uranium plants	$	8,292	$	4,202
Furniture	135		124
Buildings	807		401
Software	142		142
Other property and equipment	8,882		6,894
Construction in progress	10,039		5,374
Total property, plant and equipment	28,297		17,137
Less: Accumulated depreciation	(4,280)		(2,167)
Total property, plant and equipment, net	$	24,017	$	14,970

Aggregate depreciation expense was $2,113, $1,494 and $269 for the years ended December 31, 2024, 2023 and 2022, respectively and is included in depreciation, amortization and accretion in the consolidated statements of operations.

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enCore Energy Corp.

Notes to Consolidated Financial Statements

(all amounts in thousands, except for shares)

9.Mineral Rights and Properties

As of December 31, 2024, we had mineral rights in the US 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, 2024, annual maintenance payments of approximately $516 are required to maintain these mineral rights.

As of December 31, 2024 and 2023, the activity of these mineral rights and properties was as follows:

	Amount
Balance, December 31, 2022	$	154,765
Additions	122,894
Divestiture	(3,169)
Balance, December 31, 2023	274,490
Depletion	(2,568)
Balance, December 31, 2024	$	271,922

The Company recognized depletion of $2,568 during the year ended December 31, 2024, $1,334 of which was included as part of cost of sales and $1,234 that was capitalized into ending inventory.

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 with Boss Energy Ltd. The completion of this transaction resulted in the Company holding a 70% interest in the project while also remaining as the project manager. Boss Energy Ltd. holds a 30% interest in the project. Refer to Note 10 for further details. As of December 31, 2024, $118,438 was capitalized as a Mineral Rights and Property on the Company’s consolidated balance sheet.

Wyoming

Gas Hills

The Gas Hills Project is located in Riverton, Wyoming. This project is still in the exploration phase.

Juniper Ridge

The Juniper Ridge Project is located in the southwest portion of Wyoming.

South Dakota

Dewey Burdock

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

Notably, the advanced stage Dewey Burdock Uranium Project (Dewey-Burdock) in South Dakota has demonstrated ISR resources, including a 2019 Preliminary Economic Assessment (PEA) citing robust economics. The Company is in the process of reviewing and updating the PEA to reflect current economics and planning. The project has its source material license from the US Nuclear Regulatory Commission (NRC) and its underground injection permits and aquifer exemption from the US Environmental Protection Agency (EPA).

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enCore Energy Corp.

Notes to Consolidated Financial Statements

(all amounts in thousands, except for shares)

New Mexico

McKinley, Crownpoint and Hosta Butte

The Company owns a 100% interest in the McKinley properties and a 60 - 100% interest in the adjacent Crownpoint and Hosta Butte properties, all of which are located in McKinley County, New Mexico. The Company holds a 60% interest in a portion of a certain section at Crownpoint. The Company owns a 100% interest in the rest of the Crownpoint and Hosta Butte project area, subject to a 3% gross profit royalty on uranium produced.

10.Sale of Minority Interest in Alta Mesa

On December 5, 2023, the Company entered into a Master Transaction Agreement (the “MT Agreement”) with Boss, a public company domiciled in Australia. Pursuant to the MT Agreement, Boss Energy was assigned the right to acquire a 30% interest in the Alta Mesa assets. On February 26, 2024, pursuant to the terms of a MT Agreement, Boss Energy acquired a 30% equity interest in a new limited liability company (the “Alta Mesa Holdco”) that was formed to hold the Alta Mesa project, in exchange for a payment of $60,000. The Company holds 70% equity in Alta Mesa Holdco. Upon closing of the Transaction, the parties entered into an agreement which governs Alta Mesa Holdco. Pursuant to the agreement, the Company acts as manager of the Alta Mesa Holdco 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 Alta Mesa Holdco support that control was retained both before and after Boss acquired their interest, and that joint control is not present. As such, Company will continue to consolidate the operations of Alta Mesa Holdco with 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 Alta Mesa Holdco. The difference between the percent 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 Non-Controlling Interest as of December 31, 2024.

	Amount
Initial non-controlling interest	$	39,553
Net loss for the period attributable to non-controlling interest	(6,601)
Inventory distributions to non-controlling interest	(1,905)
Contributions from non-controlling interest	1,759
Non-controlling interest	$	32,806

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enCore Energy Corp.

Notes to Consolidated Financial Statements

(all amounts in thousands, except for shares)

11.Asset Retirement Obligations and Restricted Cash

The asset retirement obligations continuity summary is as follows:

	Amount
Balance, December 31, 2022	$	4,752
Additions	5,489
Accretion	1,099
Settlement	(291)
Change in estimates	(221)
Balance, December 31, 2023	$	10,828
Accretion	1,065
Settlement	(399)
Change in estimates	5,424
Balance, December 31, 2024	$	16,918

The Company expensed the change in estimate for the years ended December 31, 2024 and 2023 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, 2024 and 2023, the undiscounted cash flows total $23,529 and $17,130, respectively.

As of December 31, 2024 and 2023, the Company deposited $7,751 and $7,680, 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 sheet.

12.Commitments and Contingencies

General Legal Matters

Other than routine litigation incidental to our business, or as described below, the Company is not currently a party to any material pending 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, and annual renewal costs are expected to total $1,505 for the year ended December 31, 2025.

Sales Contracts

The Company has entered into several contracts with traders and nuclear utilities to sell pounds of Uranium through 2033. These contracts have pricing that is based on the spot price of uranium while also incorporating minimum floor and maximum ceiling prices, which are adjusted annually for inflation. The Company’s sales commitments in pounds are shown below.

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enCore Energy Corp.

Notes to Consolidated Financial Statements

(all amounts in thousands, except for shares)

Year	Volume (in pounds)
2025	680,000
2026	825,000
2027	850,000
2028	800,000
2029	1,300,000
Thereafter	2,500,000
Total	6,955,000

Reclamation Bonds

The Company has indemnified third-party companies to provide reclamation bonds as collateral for the Company’s AROs. 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, 2024, the Company has $7,751 posted as collateral against an undiscounted ARO of $23,529. As of December 31, 2023, the Company has $7,680 posted as collateral against an undiscounted ARO of $17,130.

13.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 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 sheet.

The Company’s convertible promissory note debt component was fair valued utilizing a 12% 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.

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enCore Energy Corp.

Notes to Consolidated Financial Statements

(all amounts in thousands, except for shares)

	Level 1		Level 2		Level 3		Total
December 31, 2024
Marketable securities, current and non-current	$	24,314	$	-	$	-	$	24,314
Warrant asset	-		569		-		569
	$	24,314	$	569	$	-	$	24,883
	Level 1		Level 2		Level 3		Total
December 31, 2023
Marketable securities, current and non-current	$	19,933	$	-	$	-	$	19,933
Convertible promissory note - debt	-		19,239		-		19,239
	$	19,933	$	19,239	$	-	$	39,172

14.Stockholders’ Equity

The authorized common stock the Company consists of an unlimited number of common and preferred shares without par value. The Company’s common stock has no par value. All proceeds received for issuance of common stock is attributed to common stock on the Company’s consolidated balance sheets.

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 were issued to extinguish the convertible note with a carrying value of $23,117 in February 2024.

iii)8,781,985 common shares were issued 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 were issued 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)For the year ended December 31, 2024, 495,765 common shares were sold in accordance with the Company’s ATM program for gross proceeds of $2,008.

During the year ended December 31, 2023, the Company issued:

vi)In June 2023 the Company filed a Canadian short form base shelf prospectus of $140,000 and U.S. registration statement on Form F-10. The Company also filed a prospectus supplement, pursuant to which the Company may, at its discretion and from time to time, sell common shares of the Company for aggregate gross proceeds of up to $70,000. The sale of common shares was to be made through “at-the-market distributions” (“ATM”), as defined in the Canadian Securities Administrators’ National Instrument 44-102 Shelf Distributions, directly on a U.S. Exchange.

vii)10,615,650 units for a public offering for gross proceeds of $25,562. Each unit consisted of one common share and one-half share purchase warrant. Each whole warrant entitles the holder to purchase one additional share at a fixed price for a period of three years. The Company allocated the proceeds based on the relative fair value of the common share and the one-half share purchase warrant. The relative fair value of the common share and the purchase warrant was $20,209 and $5,353 respectively.

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enCore Energy Corp.

Notes to Consolidated Financial Statements

(all amounts in thousands, except for shares)

The Company paid commissions of $1,504 and other cash issuance costs of $392.

viii)23,277,000 subscription receipts were converted into units for gross proceeds of $51,559. Each unit is comprised of one common share of enCore and one share purchase warrant. Each warrant entitles the holder to purchase one additional share for a period of three years for a fixed price. The Company allocated the proceeds based on the relative fair value of the common share and the one-half share purchase warrant. The relative fair value of the common share and the purchase warrant was $33,300, and $18,259 respectively.

The Company paid commissions of $3,019, other cash issuance costs of $171 and issued 1,350,000 finders’ warrants with a fair value of $1,415. 1,066,500 of the finder’s warrants are exercisable into one common share of the Company at a fixed price for 27 months from closing; 283,500 of the finder’s warrants are exercisable into one common share of the Company at a fixed price for 27 months from closing. The value of the finders’ warrants was derived using the Black-Scholes option pricing model.

The weighted average assumptions used in the Black-Scholes option pricing model are as follows ($ amounts in CAD):

Weighted Average
Quantity	1,066,500			283,500
Exercise Price	$	3.91		$	3.25
Share Price	$	3.20		$	3.20
Discount Rate	4.19		%	4.19		%
Expected life (years)	2.25			2.25
Volatility	81.81		%	81.81		%
Fair value of finders' warrants (CAD per option)	$	1.38		$	1.54

ix)6,034,478 common shares were issued on the exercise of warrants, for gross proceeds of $14,968. In connection with certain of the warrants exercised, the Company reclassified $5,378 from additional paid in capital to common stock.

x)576,000 common shares were issued on the exercise of stock options, for gross proceeds of $558. In connection with the stock options exercised, the Company reclassified $1,041 from additional paid in capital to common stock.

xi)In June 2023 the Company filed a Canadian short form base shelf prospectus of $140,000 and U.S. registration statement on Form F-10. The Company also filed a prospectus supplement, pursuant to which the Company may, at its discretion and from time to time, sell common shares of the Company for aggregate gross proceeds of up to $70,000. The sale of common shares is to be made through “at-the-market distributions” ("ATM"), as defined in the Canadian Securities Administrators’ National Instrument 44-102 Shelf Distributions, directly on a U.S. Exchange.

For the year ended December 31, 2023, 15,690,943 common shares were sold in accordance with the Company’s ATM program for gross proceeds of $49,444.

During the year ended December 31, 2022, the Company issued:

xii)6,535,947 units through a “bought deal” prospectus offering at a price of CAD $4.59 per unit, for gross proceeds of CAD $30,000 ($24,002). Each unit consisted of one common share and one-half share purchase warrant. Each whole warrant entitles the holder to purchase one additional share at a price of CAD $6.00 for a period of two years. The Company allocated the proceeds based on the relative fair value of the common share and the one-half share purchase warrant. The relative fair value of the common share and the purchase warrant was $19,825, and $4,177, respectively.

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enCore Energy Corp.

Notes to Consolidated Financial Statements

(all amounts in thousands, except for shares)

The Company paid commissions of CAD $1,613 ($1,239), other cash issuance costs of CAD $305 ($235) and issued 351,307 finders’ warrants with a fair value of CAD $875 ($672). The finder’s warrants are exercisable into one common share of the Company at a price of CAD $4.59 for two years from closing.

xiii)2,291,642 common shares were issued on the exercise of warrants, for gross proceeds of $2,453. In connection with certain of the warrants exercised, the Company reclassified $2,870 from additional paid in capital and credited common stock.

xiv)1,016,436 common shares were issued on the exercised of stock options, for gross proceeds of $1,193. In connection with the stock options exercised, the Company reclassified $2,713 from contributed surplus and credited share capital; and

xv)193,348 common shares for the settlement and compensation for services received in relation to the Company’s acquisition of Azarga Uranium Corporation during the year ended December 31, 2021.

Share Purchase Warrants

A summary of the status of the Company’s warrants as of December 31, 2024, December 31, 2023 and December 31, 2022 and changes during the year then ended is as follows:

	Number of Warrants	Weighted Average Exercise Price CAD $
Outstanding, December 31, 2021	6,298,840	2.44
Granted	3,670,919	5.81
Exercised	(2,291,642)	1.39
Expired	(183,611)	1.67
Outstanding, December 31, 2022	7,494,506	4.43
Granted	30,013,783	3.80
Exercised	(6,034,479)	3.35
Expired	(12,006)	2.02
Outstanding, December 31, 2023	31,461,804	4.04
Granted	500	3.90
Exercised	(8,781,985)	3.97
Expired	(2,746,235)	5.95
Outstanding, December 31, 2024	19,934,084	3.81

As of December 31, 2024, share purchase warrants outstanding were as follows:

		Warrants Outstanding December 31, 2024
Warrant Price Per Share CAD $	Number of<br>Warrants	Weighted Average<br>Remaining Life<br>(years)	Weighted Average<br>Exercise Price<br>CAD $
3.25	2,369	0.00	3.25
3.91	75	0.00	3.91
4.05	3,835,440	0.21	4.05
3.75	16,096,200	0.91	3.75
Total	19,934,084	1.12	3.81

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enCore Energy Corp.

Notes to Consolidated Financial Statements

(all amounts in thousands, except for shares)

The fair value of all share purchase warrants granted in conjunction with equity financing is estimated on the grant date using the Black-Scholes option pricing model. The assumptions used in calculating the fair values are as follows:

	02/14/23	02/08/23	03/25/22
Exercise price	C3.75	C4.05	C6.00
Share price	C3.20	C3.19	C4.77
Risk-free rate	3.87	3.61	2.34
Expected life (in years)	3.00	3.00	2.00
Expected volatility	88.55	88.69	88.76
Expected dividend yield	0	0	0
Grant date fair value	C1.75	C1.69	C2.01
Grant date fair value after residual fair value allocation	C1.06	C1.36	C1.60

All values are in US Dollars.

f

The Company allocated the proceeds based on above and the fair value of the common stock granted, which was readily determinable.

15.Share-based Compensation and Warrants

Share-based Compensation

The Company adopted a Stock Option Plan (the “Existing Plan”) under which it was authorized to grant options to Officers, Directors, employees and consultants enabling them to acquire common shares of the Company. The number of shares reserved for issuance under the Existing Plan cannot exceed 10% of the outstanding common shares at the time of the grant. The options can be granted for a maximum of five years and vest as determined by the Board of Directors.

In August 2024 the Company adopted a new 2024 Long Term Incentive Plan (the “LTIP”) to replace the Existing Plan. Awards previously issued and outstanding pursuant to the Existing Plan will continue to be governed by the Existing 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 is one year following the date on which the Award is granted, except in the case of accelerated vesting as defined in the LTIP.

A continuity schedule of outstanding stock options as of December 31, 2024, and the changes during the fiscal year periods, is as follows:

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enCore Energy Corp.

Notes to Consolidated Financial Statements

(all amounts in thousands, except for shares)

	Number of stock options	Weighted average exercise price (CAD)
Balance, December 31, 2021	5,272,294	1.42
Granted	3,107,501	4.10
Exercised	(1,016,436)	1.51
Forfeited/expired	(127,711)	3.60
Balance, December 31, 2022	7,235,648	2.52
Exercisable, December 31, 2022	4,928,144	1.78
Granted	2,670,181	2.85
Exercised	(575,676)	1.31
Forfeited/expired	(917,271)	3.20
Balance, December 31, 2023	8,412,882	2.63
Exercisable, December 31, 2023	5,921,267	2.39
Granted	3,029,000	5.74
Exercised	(2,267,155)	1.06
Forfeited/expired	(300,001)	4.42
Balance, December 31, 2024	8,874,726	4.03
Exercisable, December 31, 2024	6,169,340	3.55

As of December 31, 2024, stock options outstanding and exercisable were as follows:

		Options Outstanding		Options Exercisable
		December 31, 2024		December 31, 2024
Option price per share	Options #	Weighted average remaining life (years)	Weighted average exercise price (CAD)	Options #	Weighted average exercise price (CAD)
$0.18 - 1.92	860,499	0.05	$1.05	860,499	$1.05
$2.40 - 2.40	2,628,351	0.94	$2.92	2,096,340	$2.95
$4.20 - 5.76	5,385,876	2.01	$5.05	3,212,501	$4.62
	8,874,726	3.01	$4.03	6,169,340	$3.55

As of December 31, 2024, the aggregate intrinsic value of all outstanding stock options granted was estimated at $6,863 (vested: $6,098 and unvested: $765). As of December 31, 2024, the unrecognized compensation cost related to unvested stock options was $2,675, which is expected to be recognized over a weighted average period of 0.6 years.

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enCore Energy Corp.

Notes to Consolidated Financial Statements

(all amounts in thousands, except for shares)

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

	Number of Shares	Weighted Average Grant Date Fair Value (CAD)
Unvested, December 31, 2021	757,082	1.58
Granted	3,107,501	2.43
Vested	(1,497,082)	1.95
Forfeited	(59,999)	2.51
Outstanding, December 31, 2022	2,307,502	2.44
Granted	2,670,181	1.61
Vested	(2,196,526)	2.20
Forfeited	(289,541)	1.69
Outstanding, December 31, 2023	2,491,616	1.85
Granted	3,029,000	2.78
Vested	(2,588,666)	2.18
Forfeited	(226,563)	2.28
Outstanding, December 31, 2024	2,705,387	2.54

During the year ended December 31, 2024, the Company granted an aggregate of 3,029,000 stock options to Directors, Officers, and employees of the Company. A fair value of $6,152 was calculated for these options as measured at the grant date using the Black-Scholes option pricing model.

During the year ended December 31, 2023, the Company granted an aggregate of 2,670,181 stock options to Directors, Officers, employees, and an accounting advisory consultant of the Company. A fair value of $3,193 was calculated for these options as measured at the grant date using the Black-Scholes option pricing model.

During the year ended December 31, 2022, the Company granted an aggregate of 3,107,501 stock options to Directors, Officers, and consultants of the Company. A fair value of $5,795 was calculated for these options as measured at the grant date using the Black-Scholes option pricing model.

The Company’s standard stock option vesting schedule calls for 25% every six months commencing six months after the grant date.

During the years ended December 31, 2024, 2023 and 2022 the Company recognized stock option expense of $4,788, $3,464 and $4,332, respectively, for the vested portion of the stock options.

The fair value of all compensatory options granted is estimated on the grant date using the Black-Scholes option pricing model. The weighted average assumptions used in calculating the fair values are as follows:

	As of December 31,
	2024	2023	2022
Exercise price	C5.74	C2.85	C4.10
Share price	C5.75	C2.85	C3.98
Risk-free rate	3.70	3.89	1.95
Expected life (in years)	3.11	3.13	3.06
Expected volatility	68.08	83.19	97.29
Expected dividend yield	0	0	0
Weighted average grant date fair value	C2.78	C1.61	C2.43

All values are in US Dollars.

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enCore Energy Corp.

Notes to Consolidated Financial Statements

(all amounts in thousands, except for shares)

The Company has elected to utilize the simplified method for determining the expected life of the options. This is due to the 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.

16.Debt

Convertible Promissory Note

On February 14, 2023, the Company issued a secured convertible promissory note (the “Note”) in connection with the Alta Mesa asset acquisition. For further details refer to Note 4 - Asset Acquisitions and Sales.

The principal value of the Note is $60,000, and the Note is secured by certain assets of the Company pursuant to the terms of a Pledge Agreement, a Security Agreement, and a Guaranty Agreement between the parties.

The principal portion of the Note is convertible at any time and at the option of the holder into common shares of the Company at a conversion price of $2.9103 per share until maturity on February 14, 2025, and bears interest at a rate of 8.0% per annum. Commencing on June 30, 2023, the Company must make semi-annual interest only payments on June 30 and December 31, of each year through to maturity.

The premium related to the conversion was determined to be $3,813, which was recognized in equity as part of additional paid in capital. The remainder of the proceeds was $56,187 was allocated to the debt component of the Note. The debt component is accreted to the principal balance over its estimated life. During the year ended December 31, 2023, the Company incurred $3,052 of accretion expense, which is included in depreciation, amortization and accretion in the consolidated statements of operations.

During the years ended December 31, 2024 and 2023, the Company incurred interest expense of $1,735 and $3,503, respectively.

During the year ended December 31, 2023, the Company paid $40,000 of the principal balance off, reducing the outstanding debt at that date to $19,239. In February 2024, the debt was converted to equity by the issuance of 6,872,143 common shares to the debt holder.

Note Payable - Related Party

The Company entered into a loan agreement with Boss to borrow up to 200,000 pounds of uranium from Boss. The loan bears interest of 9% and be repayable in 12 months in cash or uranium at the election of Boss. Boss is considered a related party given its minority ownership of JV Alta Mesa.

The principal of the note payable as of December 31, 2024 was $20,108 with accrued interest of $1,531.

17.Related Party Transactions

Related parties include key management of the Company and any entities controlled by these individuals or their direct family members. Key management personnel consist of Directors and senior management including the Executive Chairman, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, and Chief Legal Officer.

The amounts paid to key management or entities providing similar services are as follows:

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enCore Energy Corp.

Notes to Consolidated Financial Statements

(all amounts in thousands, except for shares)

	As of December 31,
	2024		2023
Consulting	$	257	$	155
Directors' fees	320		186
Staff costs	2,772		5,956
Stock option expense	3,407		2,708
Total	$	6,756	$	9,005

During the year ended December 31, 2024, the Company incurred communications & community engagement consulting fees of $257 (December 31, 2023 - $148) according to a contract with 5 Spot Corporation., a company owned and operated by the spouse of the Company’s Executive Chairman. During the year ended December 31, 2023 the Company also incurred finance and accounting consulting fees of $7 according to a contract with Hovan Ventures LLC, a company owned and operated by the former CFO for the Company.

The Company entered into a note payable with Boss, as discussed in Note 16. Boss owns 30% of Alta Mesa JV, as discussed in Note 10.

As of December 31, 2024, and 2023, the following amounts were owing to related parties:

		As of December 31,
		2024		2023
5-Spot Corporation	Consulting services	$	10	$	12
Hovan Ventures LLC	Consulting services	-		7
Officers and Board members	Accrued compensation	836		2,502
Boss	Note payable including accrued interest	21,639		-
Total		$	22,485	$	2,521

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enCore Energy Corp.

Notes to Consolidated Financial Statements

(all amounts in thousands, except for shares)

18.Income Taxes

Net loss before income taxes was generated as follows:

	Years Ended December 31,
	2024		2023		2022
Domestic - Canada	$	(21,525)	$	(11,666)	$	(12,442)
Foreign – outside of Canada	(52,397)		(14,412)		(10,878)
	$	(73,922)	$	(26,078)	$	(23,320)

Income tax benefit is comprised of the following:

	Years Ended December 31,
	2024		2023		2022
Current tax expense
Domestic – Canada	$	-	$	-	$	-
Foreign – outside of Canada	38		2		2
	$	38	$	2	$	2
Deferred tax benefit
Domestic – Canada	-		-		-
Foreign – outside of Canada	(5,967)		(469)		(167)
	$	(5,967)	$	(469)	$	(167)
Income tax benefit	$	(5,929)	$	(467)	$	(165)

The actual income tax provision differs from the expected amount calculated by applying the Canadian combined federal and provincial corporate tax rates to income before tax. These differences result from the following:

	Years Ended December 31,
	2024			2023			2022
Loss before tax	$	(73,922)		$	(26,078)		$	(23,320)
Federal income tax rate	27		%	27		%	27		%
Income tax recovery based on statutory rate	(19,959)			(7,041)			(6,296)
Increase (decrease) resulting from:
Permanent differences	1,257			1,716			972
Non-controlling interest	1,452			—			—
Change in valuation allowance	8,499			5,595			4,301
Other	(631)			9			(53)
Effect of tax rate in foreign jurisdictions	2,610			457			563
Tax rate differences and tax rate changes	843			(1,203)			348
Income tax benefit	$	(5,929)		$	(467)		$	(165)

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enCore Energy Corp.

Notes to Consolidated Financial Statements

(all amounts in thousands, except for shares)

Deferred taxes result from the temporary differences between financial reporting carrying amounts and the tax basis of existing assets and liabilities. The table below summarizes the principal components of the deferred tax assets (liabilities) as follows :

	December 31,
	2024		2023
Deferred tax assets
Loss carryforwards	$	24,983	$	17,155
Mineral rights and properties	4,952		6,273
Inventory	1,489		-
Transaction and financing costs	1,685		2,260
Lease liability	97		128
Warranty liability	815		815
Investment in partnership	3,066		-
Other	197		122
Deferred tax assets	$	37,284	$	26,753
Valuation allowance	(34,697)		(24,819)
Net deferred tax asset	$	2,587	$	1,934
Deferred tax liabilities
Investments in equity securities	(786)		(942)
Intangible assets	(35)		(38)
Right of use of assets	(86)		(120)
Mineral rights and properties	(28,142)		(28,306)
Other	(518)		(487)
Deferred tax liabilities	$	(29,567)	$	(29,893)
Deferred tax assets	2,587		1,934
Net deferred tax liability	$	(26,980)	$	(27,959)

Deferred income taxes have not been recorded on the basis differences for investments in consolidated subsidiaries as these basis differences are indefinitely reinvested or will reverse in a non-taxable manner. Quantification of the deferred income tax liability, if any, associated with indefinitely reinvested basis differences is not practicable.

A valuation allowance has been taken against the US federal and state deferred tax assets of $15,700. A valuation allowance has been taken against the Canadian deferred tax assets of $18,997.

As of December 31, 2024 and 2023, the Company has Canadian federal and provincial non-capital loss carryforwards of $66,611 and $49,452, respectively. The Canadian non-capital loss carryforwards expire between 2028 and 2044.

The Company has a US federal net operating loss carryforward of $31,004 and $23,008) with no expiration as of December 31, 2024 and 2023, respectively, and US federal net operating loss carryforwards of $5,658 as of December 31, 2024 and 2023 that expire between 2028 and 2037. In addition, these federal net operating losses that are not subject to expiry are limited to usage at 80% of taxable income in future years. The Company has state net operating loss carryforward of $4,545 with no expiration as of December, 31, 2024 and 2023 and state net operating loss carryforwards of $21,582 and $17,747 as of December 31, 2024 and 2023, respectively, that expire between 2033 and 2044.

Under Section 382 of the Internal Revenue Code of 1986, a corporation that undergoes an ownership change is subject to limitation on its use of pre-change tax attributes and carryforward to offset future taxable income. As of

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enCore Energy Corp.

Notes to Consolidated Financial Statements

(all amounts in thousands, except for shares)

December 31, 2024 and 2023, we have approximately $11,302 of net operating losses for certain subsidiaries subject to limitation under section 382.

We are subject to the continuous examination of our income tax returns by the Internal Revenue Service and other tax authorities. A change in the assessment of the outcomes of such matters could materially impact our consolidated financial statements. The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues based on our estimate of whether, and the extent to which, additional taxes may be required. If we ultimately determine that payment of these amounts is unnecessary, then we reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We also recognize tax benefits to the extent that it is more likely than not that our positions will be sustained if challenged by the taxing authorities. To the extent we prevail in matters for which liabilities have been established or are required to pay amounts in excess of our liabilities, our effective tax rate in a given period may be materially affected. An unfavorable tax settlement would require cash payments and may result in an increase in our effective tax rate in the year of resolution. A favorable tax settlement would be recognized as a reduction in our effective tax rate in the year of resolution. We do not have a liability related to uncertain positions for income taxes as of December 31, 2024.

19.Segments

The Company’s operations are located in the United States and are organized into a single reportable segment; the extraction, recovery and sales of uranium from mineral properties along with the exploration, permitting and evaluation of uranium properties in the United States. This segment has been identified based on the way the CODM assesses the business and allocates resources. This segment is monitored for performance and is consistent with internal financial reporting. The CODM evaluates the performance of the Company’s reportable segment based on net income (loss). This is primarily managed and evaluated on a consolidated basis.

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enCore Energy Corp.

Notes to Consolidated Financial Statements

(all amounts in thousands, except for shares)

20.Quarterly Financial Data (Unaudited)

The following table summarizes the results of operations for the three months ended March 31, 2024, June 30, 2024, September 30, 2024, and December 31, 2024:

	Three months ended
	March 31,		June 30,		September 30,		December 31,
(in thousands except per share data)
Revenue	$	30,394	$	5,320	$	9,258	$	13,362
Cost of goods sold	30,863		10,428		10,600		13,650
Gross profit (loss)	(469)		(5,108)		(1,342)		(288)
Operating costs:
Depreciation, amortization and accretion	836		783		792		958
Mineral property expenditures	3,896		10,233		3,112		12,522
General and administrative	6,259		5,953		9,973		4,871
Other operating costs	818		894		1,628		1,448
Loss from operations	(12,278)		(22,971)		(16,847)		(20,087)
Other expense	(17)		—		—		—
Interest expense	(399)		(445)		(445)		(446)
Interest income	440		908		651		477
Realized (loss) gain on marketable securities	252		—		—		(4)
Unrealized (loss) gain on marketable securities	(821)		(1,396)		(1,474)		980
Net loss for the period before taxes and non<br><br>controlling interest	(12,823)		(23,904)		(18,115)		(19,080)
Income tax benefit	(5,929)		—		—		—
Net loss for the period	(6,894)		(23,904)		(18,115)		(19,080)
Net loss for the period attributable to: Non<br>    controlling interest shareholders	(660)		(1,980)		(1,980)		(1,981)
Net loss for the period attributable to:<br>   Stockholders	$	(6,234)	$	(21,924)	$	(16,135)	$	(17,099)
Basic and diluted loss per share	$	(0.04)	$	(0.12)	$	(0.09)	$	(0.09)
3 month weighted average number of shares	173,486,569		183,237,488		185,184,856		185,943,689

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enCore Energy Corp.

Notes to Consolidated Financial Statements

(all amounts in thousands, except for shares)

The following table summarizes the consolidated balance sheets as of March 31, 2024, June 30, 2024, September 30, 2024, and December 31, 2024:

(in thousands except per share data)	March 31, 2024		June 30, 2024		September 30, 2024		December 31, 2024
ASSETS
Current assets
Cash and cash equivalents	$	90,091	$	55,750	$	46,348	$	39,701
Prepaid expenses and other current assets	3,430		7,359		1,688		2,700
Marketable securities	17,594		16,025		20,565		24,046
Inventory	10,784		26,756		27,408		20,967
Total current assets	121,899		105,890		96,009		87,414
Mineral rights and properties, net	274,490		274,490		273,961		271,922
Property, plant and equipment, net	16,277		17,863		18,837		24,017
Intangible assets, net	501		494		493		471
Restricted cash	7,680		7,705		7,751		7,751
Marketable securities, non-current	1,250		1,258		755		837
Right of use assets - operating lease	403		423		378		310
Total assets	$	422,500	$	408,123	$	398,184	$	392,722
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	3,520	$	3,157	$	5,579	$	7,464
Accounts payable - related parties	139		104		200		2,378
Note payable - related party	20,282		20,734		21,187		20,108
Operating lease liabilities, current	177		193		195		130
Total current liabilities	24,118		24,188		27,161		30,080
Deferred tax liabilities	26,980		26,980		26,980		26,980
Asset retirement obligations	10,962		11,113		11,332		16,918
Operating lease liabilities, non-current	240		244		202		202
Total liabilities	62,300		62,525		65,675		74,180
Commitments and contingencies (Note 12)
Stockholders’ equity
Common stock	367,518		375,070		377,753		380,325
Additional paid-in-capital	50,087		50,954		58,417		59,856
Accumulated deficit	(95,892)		(118,191)		(134,321)		(150,848)
Accumulated other comprehensive gain (loss)	(607)		274		(4,338)		(3,597)
Total stockholders' equity	321,106		308,107		297,511		285,736
Non-controlling interests	39,094		37,491		34,998		32,806
Total equity	360,200		345,598		332,509		318,542
Total liabilities and stockholders' equity	$	422,500	$	408,123	$	398,184	$	392,722

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enCore Energy Corp.

Notes to Consolidated Financial Statements

(all amounts in thousands, except for shares)

21.Subsequent Events

On February 26, 2025, the Company executed a second Amendment to the note payable with Boss. Under the amended agreement the Company effectively extended the due date of the final repayment of the note to no later than June 27, 2025

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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures

On November 15, 2024, the Company appointed KPMG LLP (“KPMG”) as its independent registered public accounting firm for the fiscal years ended December 31, 2024, 2023 and 2022. From inception through the interim period on or prior to the appointment of KPMG, neither the Company nor anyone on its behalf has consulted with KPMG on either (a) 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, or (b) any matter that was the subject of a disagreement, as that term is defined in Item 304 of Regulation S-K under the Exchange Act (“Regulation S-K”) or a reportable event as set forth in Item 304 of Regulation S-K.

On November 15, 2024, upon the Company’s request, Davidson & Company LLP (“Davidson”) resigned as the Company’s independent registered public accounting firm upon the Company retaining KPMG, as noted above. The change was considered and approved by the Company’s Audit Committee. 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 resigned, 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 resigned.

We provided a copy of this disclosure to Davidson and requested that Davidson furnish a letter addressed to the SEC stating whether it agrees with the above statements, and if not, stating the respects in which it does not agree. A copy of the letter from Davidson addressed to the SEC will be included in the proxy statement for our 2025 Annual Meeting of Shareholders and is also incorporated as Exhibit 16.1 in this report.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as that term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our management, including our principal executive officer (“CEO”) and principal financial officer (“CFO”), does not expect that our disclosure controls and procedures over our internal control over financial reporting will prevent all errors and all fraud due to the inherent limitations of internal controls. Because of such limitations, there is a risk that material misstatements will not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

On June 28, 2024, the Company met the requirements to be subject to the Sarbanes-Oxley Act of 2002 Section 404(b) (“SOX”) as of December 31, 2024, requiring retroactive application to January 1, 2024 for process level and general information technology controls. Our management, under the supervision and with the participation of our CEO and CFO, has evaluated the design and effectiveness of our disclosure controls and procedures as of December 31, 2024. Based on that evaluation, our CEO and CFO have each concluded that such disclosure controls and procedures were not effective as of December 31, 2024, because of material weaknesses in internal control over financial reporting described below.

Notwithstanding such material weaknesses in our internal control over financial reporting, our management performed additional analyses and other procedures to ensure that our consolidated financial statements were prepared in accordance with U.S. GAAP. Accordingly, management, including our CEO and CFO, believes that the consolidated financial statements included in this Annual Report present fairly, in all material respects, our financial position, results of operations and cash flows as of and for the periods presented, in accordance with those principles.

Management’s Annual Report on Internal Control Over Financial Reporting

We maintain internal control over financial reporting, as that term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Internal control over financial reporting is a process designed under the supervision of our CEO and our CFO, overseen by our Board of Directors and Audit Committee, and effected by management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes using the framework in Internal Control – Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Our management, including our CEO and CFO, is responsible for

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establishing and maintaining adequate internal control over financial reporting. Such internal control over financial reporting include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis. Management identified the following material weaknesses in internal control over financial reporting as of December 31, 2024.

•The Company had ineffective general information technology controls (“GITCs”) that support the consistent operation of the Company’s information technology (“IT”) systems, including its enterprise resource planning system. As a result, automated process-level controls and manual controls dependent upon the accuracy and completeness of information derived from those IT systems were also ineffective because they could have been adversely impacted; and

•The Company did not effectively design, implement, or operate process-level control activities related to its financial reporting processes.

Management concluded that these material weaknesses were primarily due to an ineffective control environment that resulted in ineffective risk assessment, information and communications and monitoring activities:

•The Company did not have a sufficient number of trained resources with expertise in and responsibility and accountability for the design, implementation, operation and documentation of internal control over financial reporting and IT systems.

•The Company did not have an effective risk assessment process related to internal control over financial reporting that defined clear financial reporting objectives and evaluated risks, including risks resulting from changes in the external environment and business operations, at a sufficient level of detail to identify all relevant risks of material misstatement to the consolidated financial statements and design and implement internal controls that responded to those risks.

•The Company did not have an effective information and communication process that identified and assessed the source of and controls necessary to ensure the reliability of information used in financial reporting and that communicates relevant information about roles and responsibilities for internal control over financial reporting.

•The Company did not have effective monitoring activities to assess the operation of internal control over financial reporting, including the continued appropriateness of control design and level of documentation maintained to support control effectiveness.

These control deficiencies resulted in no misstatements in the financial statements, however, a reasonable possibility exists that material misstatements in the Company’s financial statements will not be prevented or detected on a timely basis.

The Company’s independent registered public accounting firm, KPMG LLP (“KPMG”), who audited the consolidated financial statements included in this Annual Report on Form 10-K, has issued an adverse opinion on the effectiveness of the Company’s internal control over financial reporting. KPMG’s report appears beginning on page 42 of this Annual Report.

Remediation Activities

Until June 28, 2024, the Company was classified as a Foreign Private Issuer and complied with Canadian financial reporting standards (IFRS) and the Canadian Auditing Standards (CAS), which are overseen by the Canadian Public Accountability Board (CPAB) without incident.

With respect to the material weaknesses identified in 2024, management, with oversight from the Audit Committee of the Board of Directors, began implementing corrective measures throughout the time period in 2024 in which the Company found it was required to be compliant with SOX and have continued those efforts into 2025. The Company has invested significant time and resources to enhance the design, implementation, and operation of its internal control over financial reporting to move from its previous compliance under CPAB to the differing standards of SOX.

As of the date of this filing, processes and procedures have been implemented to address these material weaknesses. However, as they have not been in place long enough, their effectiveness cannot yet be fully concluded, and they cannot be considered fully remediated at this time.

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•We continued to hire and train our employees to reinforce the importance of a strong control environment and clearly communicate expectations to emphasize responsibilities and the technical requirements for internal controls.

•We utilized a third-party service provider to assist us in evaluating, designing, implementing and testing of our internal control over financial reporting throughout the process of design and implementation of internal control over financial reporting. This service provider now supports the internal audit function.

•We engaged third-party consultants to assist with process mapping and internal control design.

•We developed accounting policies and procedures to assist our organization and assist our accounting and finance team in recording transactions appropriately.

•We enhanced the design of existing control activities and implemented additional process-level control activities, including related GITCs.

•We enhanced user access provisioning and monitoring controls for certain IT systems to enforce appropriate system access and segregation of duties as well as controls supporting change management.

•We designed and implemented additional monitoring controls to assess the consistent operation of controls and to remediate deficiencies.

•We established policies and procedures over the segregation of incompatible duties within our information technology systems and we implemented software used to govern Enterprise Resource Planning development processes.

We are committed to ensuring that our internal control over financial reporting is designed and operating effectively. Management believes the efforts taken to date to enhance the design and effectiveness of controls have been robust and have increased our overall ability to mitigate material financial risk. In fiscal year 2025 we expect to continue to enhance our internal control over financial reporting, including the following:

•Continuing to recruit key positions within our technology, accounting, business operations and other support functions with appropriate qualified experience and ERP knowledge to enhance our risk assessment processes and internal control capabilities, allow for appropriate segregation of duties and change management, and provide appropriate oversight and reviews.

•Designing and implementing a continuous risk assessment process to identify and assess risks of material misstatement and ensure that the impacted financial reporting processes and related internal controls are properly designed and in place to respond to those risks in our financial reporting.

•Developing and implementing a framework to identify risks of material misstatement to our consolidated financial statements and are currently designing controls to mitigate those risks.

•Working to establish a comprehensive GITC evaluation and monitoring program and invest in people and technology to address gaps in IT Systems Security controls, IT Systems Change Management controls, and IT Systems Batch/Program Monitoring controls, including design of controls to address gaps over our GITC’s for our ERP and certain other IT systems, which we plan to start implementing in first quarter of 2025.

•Enhancing policies and procedures to improve our overall control environment and monitoring controls around timely evaluation and communication of internal control deficiencies to those parties responsible for taking corrective action, including senior management and the board of directors, as appropriate.

Although we intend to complete the remediation process as promptly as possible, we cannot at this time estimate how long it will take to remediate the material weaknesses described above. We may discover additional material weaknesses that require additional time and resources to remediate, and we may decide to take additional measures to address the material weaknesses or modify the remediation steps described above.

In addition, while certain of the activities described above have continued to enhance our internal control over financial reporting, certain of these newly designed controls have not operated effectively for a sufficient period of time to be able to conclude on effectiveness. We remain committed to continue investing significant time and resources and taking actions to remediate the material weaknesses in our internal control over financial reporting as we work to further enhance our control environment. Until these material weaknesses are remediated, we plan to continue to perform additional analyses and other procedures to ensure that our consolidated financial statements are prepared in accordance with U.S. GAAP.

Changes in Internal Control over Financial Reporting

Other than the material weaknesses discussed above, no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting..

Item 9B. Other Information

On March 2, 2025 (the “Effective Date”), the Board of Directors (the “Board”) of enCore Energy Corp. (the “Company”) appointed the Company’s Chief Legal Officer Robert Willette as Acting Chief Executive Officer, effective immediately.

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Mr. Willette will succeed Paul Goranson, who is no longer serving as the Company’s Chief Executive Officer or as a member of the Board as of the Effective Date.

Mr. Willette, age 49, has served as the Company’s Chief Legal Officer since February 2024. Previously, Mr. Willette served as the Chief Legal Officer, Chief Compliance Officer and Corporate Secretary of ProFrac Holdings Corp. from September 2020 until October 2023. From October 2017 until October 2020, Mr. Willette served as Senior Vice President, General Counsel, Chief Compliance Officer, Corporate Secretary and Chief ESG Officer of CARBO Ceramics, Inc. Mr. Willette holds a B.S., an M.B.A., and a J.D. from the University of Kansas.

Mr. Willette was not appointed pursuant to any arrangement or understanding between him and any other person. There are no family relationships between Mr. Willette and any director or executive officer of the Company and Mr. Willette has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

None

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Part III

Item 10. Directors, Executive Officers and Corporate Governance

The information required in response to this Item 10 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC pursuant to Regulation 14A promulgated under the Exchange Act not later than 120 days after the end of the fiscal year covered by this Annual Report.

Item 11. Executive Compensation

The information required in response to this Item 11 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC pursuant to Regulation 14A promulgated under the Exchange Act not later than 120 days after the end of the fiscal year covered by this Annual Report.

Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters

The information required in response to this Item 12 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC pursuant to Regulation 14A promulgated under the Exchange Act not later than 120 days after the end of the fiscal year covered by this Annual Report.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Information relating to this item will be included in the proxy statement for our 2025 Annual Meeting of Shareholders and is incorporated by reference in this report.

Item 14. Principal Accountant Fees and Services

The information required in response to this Item 10 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC pursuant to Regulation 14A promulgated under the Exchange Act not later than 120 days after the end of the fiscal year covered by this Annual Report.

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Part IV

Item 15. Exhibits, Financial Statement Schedules

(1) Financial Statements

	Page Number
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2024 and 2023
Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2024, 2023 and 2022
Consolidated Statements of Changes in Equity for the years ended December 31, 2024, 2023 and 2022
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022
Notes to the Consolidated Financial Statements

(2) Financial Statement Schedules

Schedules are omitted and are not applicable or not required, or the required information is shown in the financial statements or notes thereto.

(3) Exhibits

Where an exhibit is filed by incorporation by reference to a previously filed registration statement or report, such registration statement or report is identified in parentheses.

Exhibit	Description
3.1	Articles of enCore Energy Corp., as amended on November 6, 2024
4.1*	Description of Securities
4.2*	Warrant Indenture - February 2023
4.3*	Warrant Indenture - December2022
4.4*	Warrant Indenture - March 2022
4.5*	Warrant Indenture - March 2021
4.6*	Warrant Indenture- October 2020
10.1+	Stock Option Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed with the SEC on July 7, 2023)
10.2+*	enCore Energy Corp. 2024 Long Term Incentive Plan
10.3*	Membership Interest Purchase Agreement, dated November 13, 2022, by and among ERF White Canyon Corp., enCore Energy Corp. and enCore Energy US Corp.
10.4*	Master Transaction Agreement, dated December 5, 2023, by and among enCore Energy Corp., enCore Energy US Corp. and Boss Energy Limited
10.5*	Uranium Loan Agreement, dated December 6, 2023, by and between enCore Energy US Corp. and Boss Energy Limited
10.6*	Amendment No. 2 to Uranium Loan Agreement, effective February 26, 2025, by and between enCore Energy US Corp. and Boss Energy Limited
10.7*	Arrangement Agreement dated September 7, 2021, by and between enCore Energy Corp. and Azarga Uranium Corp.
10.8*	Amendment to Arrangement Agreement, dated November 22, 2021, by and between enCore Energy Corp. and Azarga Uranium Corp.
10.9*+	2024 LTIP Non-employee Director Stock Option Form Award Agreement
10.10*+	2024 LTIP Employee Incentive Stock Option Form Award Agreement
10.11*+	Employment Agreement (William B. Sheriff)
10.12*+	Employment Agreement (Robert Willette)
10.13*+	Employment Agreement (Shona Wilson)
10.14*+	Employment Agreement (Peter Luthiger)
10.15*+	Employment Agreement (Paul Goranson)
14.1*	Code of Business Conduct and Ethics

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16.1*	Change in Auditor
19*	Insider Trading Policy
21.1*	List of Subsidiaries
23.1*	Consent of KPMG LLP
23.3*	Consent of Ray Moores, P.E.
23.4*	Consent of Christopher McDowell P.G.
23.5*	Consent of SOLA Project Services LLC
31.1*	Certification of the Chief Executive Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the U.S. Securities Exchange Act of 1934
31.2*	Certification of the Chief Financial Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the U.S. Securities Exchange Act of 1934
32.1**	Certification of Principal Executive Officer and Principal Financial Officer pursuant toSection 906 of the Sarbanes-Oxley Act of 2002
96.1	Technical Report on the South Texas Integrated Uranium Projects in Texas, USA, effective December 31, 2024
96.2	Economic Assessment Technical Report for the Gas Hills Uranium Project in Fremont and Natrona Counties, Wyoming, USA, effective date of December 31, 2024
96.3	Technical Report on the Alta Mesa Uranium Projects in Texas, USA, effective December 31, 2024
96.4	Technical Report Summary for the Dewey Burdock Project effective October 8, 2024 (incorporated by reference to Exhibit 96.1 of our Current Report on Form 8-K, filed on January 16, 2025
97.1	Incentive Compensation Recovery Policy(incorporated by reference to Exhibit 97 to the Company’s Form 40-F, filed with the SEC on March 28, 2024)
101	Interactive Data File (formatted as iXBRL)
101.INS*	Inline XBRL Instance Document
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*	Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101)

Item 16. Form 10-K Summary

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ENCORE ENERGY CORP.
	/s/ Robert Willette
March 3, 2025	Robert Willette
	Interim Chief Executive Officer (Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

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Signature		Date
/s/ Robert Willette	Interim Chief Executive Officer (Principal Executive Officer)	March 3, 2025
Robert Willette
/s/ Shona Wilson	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	March 3, 2025
Shona Wilson
/s/ William M. Sheriff	Director and Executive Chairman	March 3, 2025
William M. Sheriff
/s/ Dennis E. Stover	Director	March 3, 2025
Dennis E. Stover
/s/ William B. Harris	Director	March 3, 2025
William B. Harris
/s/ Susan Hoxie-Key	Director	March 3, 2025
Susan Hoxie-Key
/s/ Stacy Nieuwoudt	Director	March 3, 2025
Stacy Nieuwoudt
/s/ Mark Pelizza	Director	March 3, 2025
Mark Pelizza

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52

Document

Description of Securities

The authorized capital of the Company consists of an unlimited number of Common Shares without par value and an unlimited number of Preferred Shares without par value (referred to herein as the “enCore Preferred Shares”).

The Common Shares are subject to the following rights, privileges, restrictions and conditions:

a)    the holders of the Common Shares are entitled to receive notice of, and attend at, and to vote in person or by proxy at general meetings of enCore shareholders and will be entitled to one vote for each such enCore Share held;

b)    subject to the rights of the enCore Preferred Shares as determined by the directors and in accordance with enCore’s Articles, the directors may, in their discretion, at any time and from time to time declare and cause enCore to pay dividend on the Common Shares; and

c)    subject to the rights, privileges, restrictions and conditions attaching to the enCore Preferred Shares, in the event of liquidation or dissolution of enCore or other distribution of assets of enCore among its shareholders for the purpose of winding up its affairs, whether voluntary or involuntary, the holders of the Common Shares will be entitled to share equally, share for share, in the distribution of the remaining property and assets of enCore.

The rights and restrictions attached to the Common Shares may be altered by resolutions of the enCore Board, subject to the Business Corporations Act (British Columbia).

The enCore Preferred Shares are subject to the following rights, privileges, restrictions and conditions:

a)    the enCore Preferred Shares may from time to time be issued in one or more series and subject to the following provisions, the directors may fix from time to time before such issue the number of shares which is to comprise each series and the designation, rights, privileges, restrictions and conditions attaching to each series of enCore Preferred Shares including, without limiting the generality of the foregoing, the rate or amount of dividends or the method of calculating dividends, the dates of payment thereof, the redemption purchase and/or conversion prices and terms and conditions of redemption, purchase and/or conversion, and any sinking fund or other provisions, and the directors may, by resolution, authorize and cause enCore to alter its Notice of Articles to reflect any creation of one or more series or other change in the authorized shares structure of enCore;

b)    the enCore Preferred Shares of each series will, with respect to the payment of dividends and the distribution of assets or return of capital in the event of liquidation, dissolution or winding up of enCore, whether voluntary or involuntary, or any other return of capital or distribution of the assets of enCore among its shareholders for the purposes of

winding-up its affairs, rank on the parity with the enCore Preferred Shares of every other series and be entitled to preference over the Common Shares and over any other shares of enCore ranking junior to the enCore Preferred Shares. The enCore Preferred Shares of any series may also be given such other preferences, not inconsistent with enCore’s Articles, over the Common Shares and any other shares of enCore ranking junior to such enCore Preferred Shares as may be fixed in accordance with enCore’s Articles;

c)    if any cumulative dividends or amounts payable on the return of capital in respect of a series of enCore Preferred Shares are not paid in full, all series of enCore Preferred Shares will participate rateably in respect of accumulative dividends and return of capital; and

d)    unless the directors otherwise determine in the Articles or Notice of Articles designating a series, the holder of each share of a series of enCore Preferred Shares will not, except as otherwise specifically provided in the BCBCA, be entitled to receive notice of or vote at any meeting of the enCore shareholders.

The rights and restrictions attached to the enCore Preferred Shares may be altered by resolutions of the enCore Board, subject to the Business Corporations Act (British Columbia).

Document

Exhibit 4.2

ENCORE ENERGY CORP.

as the Corporation and

COMPUTERSHARE TRUST COMPANY OF CANADA

as the Warrant Agent

WARRANT INDENTURE

Providing for the Issue of Warrants

Dated as of February 8, 2023

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Page No.

ARTICLE 1 INTERPRETATION

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Page No.

Section 1.1Definitions2

Section 1.2Gender and Number6

Section 1.3Headings, Etc6

Section 1.4Day not a Business Day6

Section 1.5Time of the Essence6

Section 1.6Monetary References6

Section 1.7Applicable Law6

ARTICLE 2 ISSUE OF WARRANTS

Section 2.1Creation and Issue of Warrants7

Section 2.2Terms of Warrants7

Section 2.3Warrantholder not a Shareholder7

Section 2.4Warrants to Rank Pari Passu.8

Section 2.5Form of Warrants, Warrant Certificates8

Section 2.6CDS Warrants8

Section 2.7Authentication10

Section 2.8    Intentionally Omitted    11

Section 2.9    Register of Warrants    11

Section 2.10Issue in Substitution for Warrant Certificates Lost, etc.12

Section 2.11Exchange of Warrant Certificates13

Section 2.12Transfer and Ownership of Warrants13

Section 2.13Cancellation of Surrendered Warrants14

ARTICLE 3 EXERCISE OF WARRANTS

Section 3.1Right of Exercise14

Section 3.2Warrant Exercise14

Section 3.3Cashless Exercise16

Section 3.4Transfer Fees and Taxes17

Section 3.5Warrant Agency17

Section 3.6Effect of Exercise of Warrant Certificates17

Section 3.7Partial Exercise of Warrants; Fractions18

Section 3.8Expiration of Warrants18

Section 3.9Accounting and Recording.18

Section 3.10Securities Restrictions19

Section 3.11U.S. Securities Law Matters19

ARTICLE 4

ADJUSTMENT OF NUMBER OF WARRANT SHARES AND EXERCISE PRICE

Section 4.1Adjustment of Number of Warrant Shares and Exercise Price20

Section 4.2Entitlement to Warrant Shares on Exercise of Warrant.24

Section 4.3No Adjustment for Certain Transactions24

Section 4.4Determination by Independent Firm25

Section 4.5Proceedings Prior to any Action Requiring Adjustment25

Section 4.6Certificate of Adjustment25

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Section 4.7Notice of Special Matters25

Section 4.8No Action after Notice25

Section 4.9Other Action.26

Section 4.10Protection of Warrant Agent26

Section 4.11Participation by Warrantholder26

ARTICLE 5

RIGHTS OF THE CORPORATION AND COVENANTS

Section 5.1Optional Purchases by the Corporation.27

Section 5.2General Covenants27

Section 5.3Warrant Agent’s Remuneration and Expenses28

Section 5.4Performance of Covenants by Warrant Agent28

Section 5.5Enforceability of Warrants28

ARTICLE 6 ENFORCEMENT

Section 6.1Suits by Registered Warrantholders29

Section 6.2Suits by the Corporation.29

Section 6.3Immunity of Shareholders, etc29

Section 6.4Waiver of Default29

ARTICLE 7

MEETINGS OF REGISTERED WARRANTHOLDERS

Section 7.1Right to Convene Meetings30

Section 7.2Notice30

Section 7.3Chairperson.30

Section 7.4Quorum30

Section 7.5Power to Adjourn.31

Section 7.6Show of Hands31

Section 7.7Poll and Voting.31

Section 7.8Regulations31

Section 7.9Corporation and Warrant Agent May be Represented.32

Section 7.10Powers Exercisable by Extraordinary Resolution.32

Section 7.11Meaning of Extraordinary Resolution.33

Section 7.12Powers Cumulative34

Section 7.13Minutes34

Section 7.14Instruments in Writing.34

Section 7.15Binding Effect of Resolutions34

Section 7.16Holdings by Corporation Disregarded.34

ARTICLE 8 SUPPLEMENTAL INDENTURES

Section 8.1Provision for Supplemental Indentures for Certain Purposes35

Section 8.2Successor Entities36

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ARTICLE 9 CONCERNING THE WARRANT AGENT

Section 9.1Warrant Indenture Legislation.36

Section 9.2Rights and Duties of Warrant Agent36

Section 9.3Evidence, Experts and Advisers37

Section 9.4Documents, Monies, etc. Held by Warrant Agent38

Section 9.5Actions by Warrant Agent to Protect Interest38

Section 9.6Warrant Agent Not Required to Give Security38

Section 9.7Protection of Warrant Agent39

Section 9.8Replacement of Warrant Agent; Successor by Merger40

Section 9.9Acceptance of Agency41

Section 9.10Warrant Agent Not to be Appointed Receiver41

Section 9.11Warrant Agent Not Required to Give Notice of Default41

Section 9.12Anti-Money Laundering41

Section 9.13Compliance with Privacy Code.42

Section 9.14Securities Exchange Commission Certification42

ARTICLE 10 GENERAL

Section 10.1Notice to the Corporation and the Warrant Agent43

Section 10.2Notice to Registered Warrantholders44

Section 10.3Ownership of Warrants44

Section 10.4Counterparts44

Section 10.5Satisfaction and Discharge of Indenture45

Section 10.6Provisions of Indenture and Warrants for the Sole Benefit of Parties and Registered Warrantholders45

Section 10.7    Common Shares or Warrants Owned by the Corporation or its

Subsidiaries - Certificate to be Provided.    45

Section 10.8Severability46

Section 10.9Force Majeure46

Section 10.10Assignment, Successors and Assigns46

Section 10.11Rights of Rescission and Withdrawal for Holders46

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SCHEDULES SCHEDULE “A” – FORM OF WARRANT CERTIFICATE SCHEDULE “B” – EXERCISE FORM

WARRANT INDENTURE

THIS WARRANT INDENTURE is dated as of February 8, 2023.

BETWEEN:

ENCORE ENERGY CORP., a company existing under the laws of British Columbia (the “Corporation”)

• and -

COMPUTERSHARE TRUST COMPANY OF CANADA, a trust

company existing under the laws of Canada and authorized to carry on business in all provinces of Canada (the “Warrant Agent”)

WHEREAS in connection with a public offering (the “Offering”) of units of the Corporation (the “Units”) pursuant to the terms and conditions of an underwriting agreement (the “Underwriting Agreement”) dated January 25, 2023 among Canaccord Genuity Corp. (“Canaccord” or the “Lead Underwriter”), Cantor Fitzgerald Canada Corporation, and Haywood Securities Inc. (each individually an “Underwriter” and collectively with the Lead Underwriter, the “Underwriters”) and the Corporation, the Corporation intends to issue up to a maximum of 10,615,650 Units at a price of $3.25 per Unit (the “Offering Price”);

AND WHEREAS each Unit shall be comprised of one (1) Common Share (as defined herein) and one-half of one (0.5) Warrant (as defined herein), with each whole Warrant entitling the holder thereof to subscribe for and purchase, subject to adjustment, one Common Share (each, a “Warrant Share”) at the Exercise Price (as defined herein) prior to the Expiry Time (as defined herein) and upon the terms and conditions hereinafter set forth;

AND WHEREAS the Corporation is proposing to issue up to 5,307,825 Warrants (as defined herein) pursuant to this Indenture;

AND WHEREAS all acts and deeds necessary have been done and performed to make the Warrants, when created and issued as provided in this Indenture, legal, valid and binding upon the Corporation with the benefits and subject to the terms of this Indenture;

AND WHEREAS the foregoing recitals are made as representations and statements of fact by the Corporation and not by the Warrant Agent; and

NOW THEREFORE, in consideration of the premises and mutual covenants hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Corporation hereby appoints the Warrant Agent as warrant agent to hold the rights, interests and benefits contained herein for and on behalf of those persons who from time to time become the holders of Warrants issued pursuant to this Indenture and the parties hereto agree as follows:

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ARTICLE 1 INTERPRETATION

Section 1.1    Definitions.

In this Indenture, including the recitals and schedules hereto, and in all indentures supplemental hereto:

“Adjustment Period” means the period from the date hereof up to and including the Expiry Time;

“Applicable Legislation” means any statute of Canada or a province thereof, and the regulations under any such named or other statute, relating to warrant indentures or to the rights, duties and obligations of warrant agents under warrant indentures, to the extent that such provisions are at the time in force and applicable to this Indenture;

"Applicable Procedures” means (i) with respect to any transfer or exchange of beneficial ownership interests in or the exercise of Warrants represented by an Uncertificated Warrant held by the Depository through the book entry registration system, the applicable rules, procedures or practices of the Depository and the Warrant Agent in effect at the time being, and (ii) with respect to any issuance, deposit or withdrawal of Warrants from or to an electronic position evidencing a beneficial ownership interest in Warrants represented by an Uncertificated Warrant held by the Depository through the book entry registration system, the rules, procedures or practices followed by the Depository and the Warrant Agent at the time being with respect to the issuance, deposit or withdrawal of such positions;

“Applicable Securities Laws” means the applicable securities laws and regulations of each of the provinces and territories of Canada, and the applicable federal and state securities laws and regulations of the United States, together with all related rules, policies, notices and orders of applicable regulatory authorities;

“Auditors” means a firm of chartered professional accountants duly appointed as auditors of the Corporation, from time to time;

“Authenticated” means (a) with respect to the issuance of a Warrant Certificate, one which has been duly signed by the Corporation or on which the signatures of the Corporation have been printed, lithographed or otherwise mechanically reproduced and authenticated by signature of an authorized officer of the Warrant Agent, and (b) with respect to the issuance of an Uncertificated Warrant, one in respect of which the Warrant Agent has completed all Internal Procedures such that the particulars of such Uncertificated Warrant as required by Section 2.7 are entered in the register of holders of Warrants, “Authenticate”, “Authenticating” and “Authentication” have the appropriate correlative meanings;

“Book Entry Participants” means institutions or individuals that participate directly or indirectly in the Depository’s book entry registration system for the Warrants;

"book entry registration system” means the electronic system for clearing, depository and entitlement services operated by the Depository;

- 3 -

“Business Day” means any day other than Saturday, Sunday or a statutory or civic holiday, or any other day on which banks are not open for business in the City of Toronto, Ontario and in the City of Vancouver, British Columbia, and shall be a day on which the TSXV is open for trading;

“CDS Warrants” means Warrants representing all or a portion of the aggregate number of Warrants issued in the name of the Depository represented by an Uncertificated Warrant, or if requested by the Depository or the Corporation, by a Warrant Certificate;

“CDSX” means the settlement and clearing system of CDS Clearing and Depository Services Inc. for equity and debt securities in Canada;

“Common Share Reorganization” has the meaning set forth in Section 4.1(a);

“Common Shares” means, subject to Article 4, fully paid and non-assessable common shares in the capital of the Corporation as presently constituted;

“Confirmation” has the meaning set for in Section 3.2(3);

“Corporation” means enCore Energy Corp. or any successor entity thereto;

“Counsel” means a barrister and/or solicitor or a firm of barristers and/or solicitors retained by the Warrant Agent or retained by the Corporation, acceptable to the Warrant Agent, which may or may not be counsel for the Corporation;

“Current Market Price” of a Common Share at any date means the price per share equal to the volume weighted average trading price at which the Common Shares have traded on the TSXV or any stock exchange or, if the Common Shares are not listed on a stock exchange, then on the over-the-counter market, during the twenty (20) consecutive Trading Days prior to the relevant date, with the volume weighted average price per Common Share being determined by dividing the aggregate sale price of all Common Shares sold on the said exchange or market, as the case may be, during the said twenty (20) consecutive Trading Days by the aggregate number of Common Shares so sold or, if the Common Shares are not listed or quoted on any stock exchange or over-the-counter market, then the Current Market Price shall be determined by such firm of independent chartered accountants as may be selected by the directors of the Corporation, acting reasonably;

“Depository” means CDS Clearing and Depository Services Inc. or such other person as is designated in writing by the Corporation to act as depository in respect of the Warrants;

“Dividends” means any dividends paid by the Corporation on its Common Shares; “Effective Date” means the date of this Indenture;

“Exchange Rate” means the number of Warrant Shares subject to the right of purchase under each Warrant, which, at the date of this Indenture, is one (1) Warrant Share;

“Exercise Date” means, in relation to a Warrant, the Business Day on which such Warrant is validly exercised or deemed to be validly exercised in accordance with Article 3 hereof;

“Exercise Notice” has the meaning set forth in Section 3.2(1);

- 4 -

“Exercise Price” at any time means the price at which a Warrant Share may be purchased by the exercise of a Warrant, which is initially $4.05 per Warrant Share, payable in immediately available Canadian funds, subject to adjustment in accordance with the provisions of this Indenture;

“Expiry Date” means February 8, 2026, being that date that is 36 months from the Issue Date;

“Expiry Time” means 5:00 p.m. (Toronto time) on the Expiry Date or, in respect of CDS Warrants, such earlier time on the Expiry Date as may be required by the Depository pursuant to their internal procedures;

“Extraordinary Resolution” has the meaning set forth in Section 7.11(1);

"Internal Procedures" means in respect of the making of any one or more entries to, changes in or deletions of any one or more entries in the register (including without limitation, original issuance or registration of transfer of ownership) based on the Warrant Agent’s then current internal procedures customary for such entry, change or deletion;

“Issue Date” means the date of issuance of the Warrants by the Corporation;

“NYSE American” means the NYSE American LLC (or such other United States stock exchange acceptable to the Corporation on which Common Shares are listed for trading);

“Offering” means the issue and sale of up to 10,615,650 Units by the Corporation at the Offering Price;

“person” means an individual, body corporate, partnership, limited liability company, trust, warrant agent, executor, administrator, legal representative or any unincorporated organization;

“register” means the one set of records and accounts maintained by the Warrant Agent pursuant to Section 2.9;

“Registered Warrantholders” means the persons who are registered owners of Warrants as such names appear on the register, and for greater certainty, shall include the Depository;

“Registration Statement” means a shelf registration statement filed with the SEC under the

U.S. Securities Act registering under the U.S. Securities Act the issuance and sale, from time to time, of Common Shares to be offered from time to time upon exercise of Warrants;

“Regulation S” means Regulation S as promulgated by the SEC under the U.S. Securities Act;

“Rights Offering” has the meaning set forth in Section 4.1(b);

“SEC” means the United States Securities and Exchange Commission; “Shareholders” means holders of Common Shares;

“Tax Act” means the Income Tax Act (Canada) and the regulations thereunder;

- 5 -

“this Warrant Indenture”, “this Indenture”, “hereto”, “herein”, “hereby”, “hereof” and similar expressions mean and refer to this Indenture and any indenture, deed or instrument supplemental hereto; and the expressions “Article”, “Section”, “subsection” and “paragraph” followed by a number, letter or both mean and refer to the specified article, section, subsection or paragraph of this Indenture;

“Trading Day” means, with respect to the TSXV a day on which such exchange is open for the transaction of business and with respect to another exchange or an over-the-counter market means a day on which such exchange or market is open for the transaction of business;

“TSXV” means the TSX Venture Exchange;

“Uncertificated Warrant” means any Warrant which is not evidenced by a Warrant Certificate;

“United States” or “U.S.” means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia;

“Units” means the units of the Corporation issuable pursuant to the Offering;

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended; “U.S. Person” means a U.S. person as that term is defined in Rule 902(k) of Regulation S; “U.S. Securities Act” means the United States Securities Act of 1933, as amended;

“Warrant Agency” means the principal office of the Warrant Agent in the City of Vancouver, British Columbia, or such other place as may be designated in accordance with Section 3.5;

“Warrant Agent” means Computershare Trust Company of Canada, in its capacity as warrant agent of the Warrants, or its successors from time to time;

“Warrant Certificate” means a certificate, substantially in the form set forth in Schedule “A” hereto, to evidence those Warrants that will be evidenced by a certificate;

“Warrant Share” has the meaning, subject to Article 4, set forth in the recitals above;

“Warrantholders”, or “holders” without reference to Warrants, means the warrantholders as and in respect of Warrants registered in the name of the Depository and includes owners of Warrants who beneficially hold securities entitlements in respect of the Warrants through a Book Entry Participant or means, at a particular time, the persons entered in the register hereinafter mentioned as holders of Warrants outstanding at such time;

“Warrantholders’ Request” means an instrument signed in one or more counterparts by Registered Warrantholders holding in the aggregate not less than 50% of the aggregate number of Warrants then unexercised and then-outstanding, requesting the Warrant Agent to take some action or proceeding specified therein; and

“Warrants” means the Common Share purchase warrants created by and authorized by and issuable under this Indenture, to be issued and countersigned hereunder as a Warrant

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Certificate and/or Uncertificated Warrant or held through the book entry registration system pursuant to CDS Warrants, entitling the holder or holders thereof to purchase up to 5,307,825 Warrant Shares (subject to adjustment as herein provided) at the Exercise Price prior to the Expiry Time and, where the context so requires, also means the Warrants issued and Authenticated hereunder, whether by way of Warrant Certificate or Uncertificated Warrant;

“written order of the Corporation”, “written request of the Corporation”, “written consent of the “Corporation” and “certificate of the Corporation” mean, respectively, a written order, request, consent and certificate signed in the name of the Corporation by any one duly authorized signatory of the Corporation and may consist of one or more instruments so executed.

Section 1.2    Gender and Number.

Words importing the singular number or masculine gender shall include the plural number or the feminine or neuter genders, and vice versa.

Section 1.3    Headings, Etc.

The division of this Indenture into Articles and Sections, the provision of a Table of Contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Indenture or of the Warrants.

Section 1.4    Day not a Business Day.

If any day on or before which any action or notice is required to be taken or given hereunder is not a Business Day, then such action or notice shall be required to be taken or given on or before the requisite time on the next succeeding day that is a Business Day.

Section 1.5    Time of the Essence.

Time shall be of the essence in this Indenture and each Warrant.

Section 1.6    Monetary References.

Whenever any amounts of money are referred to herein, such amounts shall be deemed to be in lawful money of Canada unless otherwise expressed.

Section 1.7    Applicable Law.

This Indenture, the Warrants, the Warrant Certificates (including all documents relating thereto, which by common accord have been and will be drafted in English) shall be construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein and shall be treated in all respects as British Columbia contracts. Each of the parties hereto, which shall include the Warrantholders, irrevocably attorns to the exclusive jurisdiction of the courts of the Province of British Columbia with respect to all matters arising out of this Indenture and the transactions contemplated herein.

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ARTICLE 2 ISSUE OF WARRANTS

Section 2.1    Creation and Issue of Warrants.

Up to 5,307,825 Warrants (subject to adjustment as herein provided) are hereby authorized to be created and issued on the Issue Date in accordance with the terms and conditions hereof. On the Issue Date, the Warrant Agent shall deliver Warrants in certificated or uncertificated form pursuant to Section 2.5 hereof to Registered Warrantholders and record the name of the Registered Warrantholders on the Warrant register. Registration of interests in Warrants held by the Depository may be evidenced by a position appearing on the register for Warrants of the Warrant Agent for an amount representing the aggregate number of such Warrants outstanding from time to time.

Section 2.2    Terms of Warrants.

(1)Subject to the applicable conditions for exercise set out in Article 3 having been satisfied and subject to adjustment in accordance herewith, each whole Warrant shall entitle each Warrantholder thereof, upon exercise at any time after the Issue Date and prior to the Expiry Time, to acquire one (1) Warrant Share upon payment of the Exercise Price.

(2)No fractional Warrants shall be issued or otherwise provided for hereunder and Warrants may only be exercised in a sufficient number to acquire whole numbers of Warrant Shares. Any fractional Warrants shall be rounded down to the nearest whole number and no consideration shall be paid for any such fractional Warrant.

(3)Each whole Warrant shall entitle the holder thereof to such other rights and privileges as are set forth in this Indenture.

(4)The number of Warrant Shares which may be purchased pursuant to the Warrants and the Exercise Price therefor shall be adjusted upon the events and in the manner specified in Section 4.1.

(5)Neither the Corporation nor the Warrant Agent shall have any obligation to deliver Warrant Shares upon the exercise of any Warrant if the person to whom such shares are to be delivered is a resident of a country or political subdivision thereof in which the Warrant Shares may not lawfully be issued pursuant to applicable securities legislation. The Corporation or the Warrant Agent may require any person to provide proof of an applicable exemption from such applicable securities legislation to the Corporation and Warrant Agent before Warrant Shares are delivered pursuant to the exercise of any Warrant.

Section 2.3    Warrantholder not a Shareholder.

Except as may be specifically provided herein, nothing in this Indenture or in the holding of a Warrant Certificate, entitlement to a Warrant or otherwise, shall, in itself, confer or be construed as conferring upon a Warrantholder any right or interest whatsoever as a Shareholder, including, but not limited to, the right to vote at, to receive notice of, or to attend, meetings of Shareholders or any other proceedings of the Corporation, or the right to Dividends and other allocations paid by the Corporation.

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Section 2.4    Warrants to Rank Pari Passu.

All Warrants shall rank equally and without preference over each other, whatever may be the actual date of issue thereof.

Section 2.5    Form of Warrants, Warrant Certificates.

(1)The Warrants may be issued in both certificated and uncertificated form. All Warrants issued in certificated form shall be evidenced by a Warrant Certificate (including all replacements issued in accordance with this Indenture), substantially in the form set out in Schedule “A” hereto, which shall be dated as of the Issue Date, shall bear such distinguishing letters and numbers as the Corporation may, with the approval of the Warrant Agent, prescribe, and shall be issuable in any denomination excluding fractions. All Warrants issued to the Depository may be in uncertificated form, such uncertificated form being evidenced by a book position on the register of Warrantholders to be maintained by the Warrant Agent in accordance with Section 2.6.

(2)Each Warrantholder by purchasing such Warrant acknowledges and agrees that the terms and conditions set forth in the form of the Warrant Certificate set out in Schedule “A” hereto shall apply to all Warrants and Warrantholders regardless of whether such Warrants are issued in certificated or uncertificated form or whether such Warrantholders are Registered Warrantholders or owners of Warrants who beneficially hold security entitlements in respect of the Warrants through a Depository.

Section 2.6    CDS Warrants.

(1)Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system, subject to Applicable Procedures, and no Warrant Certificates shall be issued in respect of such Warrants. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9.

(2)Notwithstanding any other provision in this Indenture, no CDS Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Warrants or a nominee thereof unless:

(a)the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the CDS Warrants and the Corporation is unable to locate a qualified successor;

(b)the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the CDS Warrants and the Corporation is unable to locate a qualified successor;

(c)the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;

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(d)the Corporation determines that the Warrants shall no longer be held as CDS Warrants through the Depository;

(e)such right is required by Applicable Legislation as determined by the Corporation and the Corporation’s Counsel;

(f)the Warrant is to be Authenticated to or for the account or benefit of a person in the United States or a U.S. Person; or

(g)such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent,

following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the holder. The Corporation shall provide a certificate executed by an officer of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(2)(a)–(g).

(3)Subject to the provisions of this Section 2.6, any exchange of CDS Warrants for Warrants which are not CDS Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Warrants) as the CDS Warrants or portion thereof surrendered upon such exchange.

(4)Every Warrant that is Authenticated upon registration or transfer of a CDS Warrant, or in exchange for or in lieu of a CDS Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant.

(5)Notwithstanding anything to the contrary in this Indenture, subject to Applicable Legislation, the CDS Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.

(6)The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by Applicable Legislation and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the Applicable Procedures of the Depository.

(7)Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:

(a)the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any

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ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);

(b)maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or

(c)any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository, including Applicable Procedures, or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Participant.

(8)The Corporation may terminate the application of this Section 2.6 in its sole discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.

Section 2.7    Authentication.

(1)For Warrants issued in certificated form, the form of certificate representing Warrants shall be substantially as set out in Schedule “A” hereto or such other form as is authorized from time to time by the Warrant Agent. Each Warrant Certificate shall be Authenticated on behalf of the Warrant Agent. Each Warrant Certificate shall be signed by any one duly authorized signatory of the Corporation; whose signature shall appear on the Warrant Certificate and may be printed, lithographed or otherwise mechanically reproduced thereon and, in such event, certificates so signed are as valid and binding upon the Corporation as if it had been signed manually. Any Warrant Certificate which has a signature as hereinbefore provided shall be valid notwithstanding that the person whose signature is printed, lithographed or mechanically reproduced no longer holds office at the date of issuance of such certificate. The Warrant Certificates may be engraved, printed or lithographed, or partly in one form and partly in another, as the Warrant Agent may determine.

(2)The Warrant Agent shall Authenticate Uncertificated Warrants (whether upon original issuance, exchange, registration of transfer, partial payment, or otherwise) by completing its Internal Procedures and the Corporation shall, and hereby acknowledges that it shall, thereupon be deemed to have duly and validly issued such Uncertificated Warrants under this Indenture. Such Authentication shall be conclusive evidence that such Uncertificated Warrant has been duly issued hereunder and that the holder or holders are entitled to the benefits of this Indenture. The register shall be final and conclusive evidence as to all matters relating to Uncertificated Warrants with respect to which this Indenture requires the Warrant Agent to maintain records or accounts. In case of differences between the register at any time and any other time the register at the later time shall be controlling, absent manifest error and such Uncertificated Warrants are binding on the Corporation.

(3)Any Warrant Certificate validly issued in accordance with the terms of this Indenture in effect at the time of issue of such Warrant Certificate shall, subject to the terms of this Indenture and Applicable Legislation, validly entitle the holder to acquire Warrant Shares, notwithstanding that the form of such Warrant Certificate may not be in the form currently required by this Indenture.

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(4)No Warrant shall be considered issued and shall be valid or obligatory or shall entitle the holder thereof to the benefits of this Indenture, until it has been Authenticated by the Warrant Agent. Authentication by the Warrant Agent, including by way of entry on the register, shall not be construed as a representation or warranty by the Warrant Agent as to the validity of this Indenture or of such Warrant Certificates or Uncertificated Warrants (except the due Authentication thereof) or as to the performance by the Corporation of its obligations under this Indenture and the Warrant Agent shall in no respect be liable or answerable for the use made of the Warrants or any of them or of the consideration thereof. Authentication by the Warrant Agent shall be conclusive evidence as against the Corporation that the Warrants so Authenticated have been duly issued hereunder and that the holder thereof is entitled to the benefits of this Indenture.

(5)No Warrant Certificate shall be considered issued and Authenticated or, if Authenticated, shall be obligatory or shall entitle the holder thereof to the benefits of this Indenture, until it has been Authenticated by signature by or on behalf of the Warrant Agent substantially in the form of the Warrant set out in Schedule “A” hereto. Such Authentication on any such Warrant Certificate shall be conclusive evidence that such Warrant Certificate is duly Authenticated and is valid and a binding obligation of the Corporation and that the holder is entitled to the benefits of this Indenture.

(6)No Uncertificated Warrant shall be considered issued and shall be obligatory or shall entitle the holder thereof to the benefits of this Indenture, until it has been Authenticated by entry on the register of the particulars of the Uncertificated Warrant. Such entry on the register of the particulars of an Uncertificated Warrant shall be conclusive evidence that such Uncertificated Warrant is a valid and binding obligation of the Corporation and that the holder is entitled to the benefits of this Indenture.

Section 2.8 Intentionally Omitted. Section 2.9    Register of Warrants.

(1)The Warrant Agent shall maintain records and accounts concerning the Warrants, whether certificated or uncertificated, which shall contain the information called for below with respect to each Warrant, together with such other information as may be required by law or as the Warrant Agent may elect to record. All such information shall be kept in one set of accounts and records which the Warrant Agent shall designate (in such manner as shall permit it to be so identified as such by an unaffiliated party) as the register of the holders of Warrants. The information to be entered for each account in the register of Warrants at any time shall include (without limitation):

(a)the name and address of the Registered Warrantholder, the date of Authentication thereof and the number of Warrants;

(b)whether such Warrant is represented by a Warrant Certificate or an Uncertificated Warrant and, if represented by a Warrant Certificate, the unique number or code assigned to and imprinted thereupon and, if an Uncertificated Warrant, the unique number or code assigned thereto if any;

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(c)whether such Warrant has been cancelled; and

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(d)a register of transfers in which all transfers of Warrants and the date and other particulars of each transfer shall be entered.

The register shall be available for inspection by the Corporation or any Warrantholder during the Warrant Agent’s regular business hours on a Business Day and upon payment to the Warrant Agent of its reasonable fees. Any Warrantholder exercising such right of inspection shall first provide an affidavit in form satisfactory to the Corporation and the Warrant Agent stating the name and address of the Warrantholder and agreeing not to use the information therein except in connection with an effort to call a meeting of Warrantholders or to influence the voting of Warrantholders at any meeting of Warrantholders.

(2)Once an Uncertificated Warrant has been Authenticated, the information set forth in the register with respect thereto at the time of Authentication may be altered, modified, amended, supplemented or otherwise changed only to reflect exercise or proper instructions to the Warrant Agent from the holder as provided herein, except that the Warrant Agent may act unilaterally to make purely administrative changes internal to the Warrant Agent and changes to correct errors. Each person who becomes a holder of an Uncertificated Warrant, by his, her or its acquisition thereof shall be deemed to have irrevocably (i) consented to the foregoing authority of the Warrant Agent to make such minor error corrections and (ii) agreed to pay to the Warrant Agent, promptly upon written demand, the full amount of all loss and expense (including without limitation reasonable legal fees of the Corporation and the Warrant Agent plus interest, at an appropriate then prevailing rate of interest to the Warrant Agent), sustained by the Corporation or the Warrant Agent as a proximate result of such error if but only if and only to the extent that such present or former holder realized any benefit as a result of such error and could reasonably have prevented, forestalled or minimized such loss and expense by prompt reporting of the error or avoidance of accepting benefits thereof whether or not such error is or should have been timely detected and corrected by the Warrant Agent; provided, that no person who is a bona fide purchaser shall have any such obligation to the Corporation or to the Warrant Agent.

Section 2.10    Issue in Substitution for Warrant Certificates Lost, etc.

(1)If any Warrant Certificate becomes mutilated or is lost, destroyed or stolen, the Corporation, subject to Applicable Legislation, shall issue and thereupon the Warrant Agent shall certify and deliver, a new Warrant Certificate of like tenor, and bearing the same legend, if applicable, as the one mutilated, lost, destroyed or stolen in exchange for and in place of and upon cancellation of such mutilated Warrant Certificate, or in lieu of and in substitution for such lost, destroyed or stolen Warrant Certificate, and the substituted Warrant Certificate shall be in a form approved by the Warrant Agent and the Corporation and the Warrants evidenced thereby shall be entitled to the benefits hereof and shall rank equally in accordance with its terms with all other Warrants issued or to be issued hereunder.

(2)The applicant for the issue of a new Warrant Certificate pursuant to this Section 2.10 shall bear the cost of the issue thereof and in case of loss, destruction or theft shall, as a condition precedent to the issuance thereof, furnish to the Corporation and to the Warrant Agent such evidence of ownership and of the loss, destruction or theft of the Warrant Certificate so lost, destroyed or stolen as shall be satisfactory to

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the Corporation and to the Warrant Agent, in their sole discretion, and such applicant shall also be required to furnish an indemnity and surety bond in amount and form satisfactory to the Corporation and the Warrant Agent, in their sole discretion, and shall pay the reasonable charges of the Corporation and the Warrant Agent in connection therewith.

Section 2.11    Exchange of Warrant Certificates.

(1)Any one or more Warrant Certificates representing any number of Warrants may, upon compliance with the reasonable requirements of the Warrant Agent (including compliance with applicable securities legislation), be exchanged for one or more other Warrant Certificates representing the same aggregate number of Warrants, and bearing the same legend, if applicable, as represented by the Warrant Certificate or Warrant Certificates so exchanged.

(2)Warrant Certificates may be exchanged only at the Warrant Agency or at any other place that is designated by the Corporation with the approval of the Warrant Agent. Any Warrant Certificate from the holder (or such other instructions, in form satisfactory to the Warrant Agent), tendered for exchange shall be surrendered to the Warrant Agency and cancelled by the Warrant Agent.

Section 2.12    Transfer and Ownership of Warrants.

(1)The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A”;

(b) in the case of CDS Warrants, in accordance with Applicable Procedures prescribed by the Depository under the book entry registration system; (c) in the case of Uncertificated Warrants, which are not CDS Warrants, surrendering to the Warrant Agent at the Warrant Agency, instruction from the holder in form reasonably satisfactory to the Warrant Agent; and (d) upon compliance with: (i) the conditions herein; (ii) such requirements as the Warrant Agent may prescribe; and (iii) all applicable securities legislation and requirements of regulatory authorities; and, such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Warrant Certificate, a Warrant Certificate and to the transferee of an Uncertificated Warrant, an Uncertificated Warrant, or the Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the Uncertificated Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent. Subject to the provisions of this Indenture and Applicable Legislation, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Warrant Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.

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(2)Notwithstanding any other provisions of this Indenture, in processing and registering transfers of Warrants, no duty or responsibility whatsoever shall rest upon the Warrant Agent to determine the compliance by any transferor or transferee with the relevant securities laws or regulations, including, without limitation, Regulation S, and the Warrant Agent shall be entitled to assume that all transfers are legal and proper. The Warrant Agent shall be entitled to request any other documents that it may require in accordance with its internal policies.

(3)

Section 2.13    Cancellation of Surrendered Warrants.

All Warrant Certificates surrendered pursuant to Section 2.10, Section 2.11, Section 2.12, Article 3 or Section 5.1 shall be cancelled by the Warrant Agent and upon such circumstances all such Uncertificated Warrants shall be deemed cancelled and so noted on the register by the Warrant Agent. Upon request by the Corporation, the Warrant Agent shall furnish to the Corporation a cancellation certificate identifying the Warrant Certificates so cancelled, the number of Warrants evidenced thereby, the number of Warrant Shares, if any, issued pursuant to such Warrants and the details of any Warrant Certificates issued in substitution or exchange for such Warrant Certificates cancelled.

ARTICLE 3 EXERCISE OF WARRANTS

Section 3.1    Right of Exercise.

Subject to the provisions hereof, each Registered Warrantholder may exercise the right conferred on such holder to subscribe for and purchase, subject to adjustment, one (1) Warrant Share for each Warrant after the Issue Date and prior to the Expiry Time and in accordance with the conditions herein.

Section 3.2    Warrant Exercise.

(1)Other than Warrants held by the Depository, Registered Warrantholders of Warrant Certificates who wish to exercise the Warrants held by them in order to acquire Warrant Shares must complete the exercise form (the “Exercise Notice”) attached to the Warrant Certificate(s) which form is attached hereto as Schedule “B”, which may be amended by the Corporation with the consent of the Warrant Agent, if such amendment does not, in the reasonable opinion of the Corporation and the Warrant Agent, which may be based on the advice of Counsel, materially and adversely affect the rights, entitlements and interests of the Warrantholders, and deliver such certificate(s), the executed Exercise Notice and a certified cheque, bank draft or money order payable to or to the order of the Corporation for the aggregate Exercise Price to the Warrant Agent at the Warrant Agency. The Warrants represented by a Warrant Certificate shall be deemed to be surrendered upon personal delivery of such certificate, Exercise Notice and aggregate Exercise Price or, if such documents are sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent at the office referred to above.

(2)A Registered Warrantholder of Uncertificated Warrants evidenced by a security entitlement in respect of Warrants must complete the Exercise Notice and deliver the

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executed Exercise Notice and a certified cheque, bank draft or money order payable to or to the order of the Corporation for the aggregate Exercise Price to the Warrant Agent at the Warrant Agency. The Uncertificated Warrants shall be deemed to be surrendered upon receipt of the Exercise Notice and aggregate Exercise Price or, if such documents are sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent at the office referred to above.

(3)A beneficial holder of Uncertificated Warrants evidenced by a security entitlement in respect of Warrants in the book entry registration system who desires to exercise his or her Warrants must do so by causing a Book Entry Participant to deliver to the Depository on behalf of the entitlement holder, notice of the owner’s intention to exercise Warrants in a manner acceptable to the Depository. Forthwith upon receipt by the Depository of such notice, as well as payment for the aggregate Exercise Price, the Depository shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (a “Confirmation”) in a manner acceptable to the Warrant Agent, including by electronic means through a book based registration system, including CDSX.

(4)Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Book Entry Participant in a manner acceptable to it. A notice in form acceptable to the Book Entry Participant and payment from such beneficial holder should be provided to the Book Entry Participant sufficiently in advance so as to permit the Book Entry Participant to deliver notice and payment to the Depository and for the Depository in turn to deliver notice and payment to the Warrant Agent prior to the Expiry Time. The Depository will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to the Depository through the book entry registration system of the Warrant Shares to which the exercising Warrantholder is entitled pursuant to the exercise. Any expense associated with the exercise process will be for the account of the entitlement holder exercising the Warrants and/or the Book Entry Participant exercising the Warrants on its behalf.

(5)By causing a Book Entry Participant to deliver notice to the Depository, a Warrantholder shall be deemed to have irrevocably surrendered his or her Warrants so exercised and appointed such Book Entry Participant to act as his or her exclusive settlement agent with respect to the exercise of the Warrants and the receipt of Warrant Shares in connection with the obligations arising from such exercise.

(6)Any notice which the Depository determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no force and effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Book Entry Participant to exercise or to give effect to the settlement thereof in accordance with the Warrantholder’s instructions will not give rise to any obligations or liability on the part of the Corporation or Warrant Agent to the Book Entry Participant or the Warrantholder.

(7)The Exercise Notice referred to in this Section 3.2 shall be signed by the Registered Warrantholder, or its executors or administrators or other legal representatives or an attorney of the Registered Warrantholder, duly appointed by an instrument in writing satisfactory to the Warrant Agent but such Exercise Notice need not be executed by the Depository.

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(8)Any exercise referred to in this Section 3.2 shall require that the entire Exercise Price for Warrant Shares subscribed must be paid at the time of subscription and such Exercise Price and original Exercise Notice executed by the Registered Warrantholder or the Confirmation from the Depository must be received by the Warrant Agent prior to the Expiry Time.

(9)Warrants may only be exercised pursuant to this Section 3.2 by or on behalf of a Registered Warrantholder, as applicable, who makes the certifications set forth on the Exercise Notice set out in Schedule “B” or as provided herein.

(10)If the form of Exercise Notice set forth in the Warrant Certificate shall have been amended, the Corporation shall cause the amended Exercise Notice to be forwarded to all Registered Warrantholders.

(11)Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent’s actual business hours on any Business Day prior to the Expiry Time. Any Exercise Notice or Confirmations received by the Warrant Agent after business hours on any Business Day other than the Expiry Date will be deemed to have been received by the Warrant Agent on the next following Business Day.

(12)Any Warrant with respect to which a Confirmation or Exercise Notice is not received by the Warrant Agent before the Expiry Time shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Section 3.3    Cashless Exercise

If, at any time following the initial effectiveness of the Registration Statement and prior to the Expiry Date, the Corporation determines that such Registration Statement filed with the SEC is not effective, the Corporation shall promptly provide written notice of such determination to the Warrant Agent. Upon receipt of such notice, the Warrant Agent shall provide a copy thereof to each Warrantholder, and confirm in writing that the then outstanding Warrants may, for a period beginning immediately and ending upon the earlier of (X) the Registration Statement becoming effective and any prospectus supplement necessary thereto having been filed or (Y) the Expiry Date, also be exercised by means of a “cashless exercise” whereby, during such period, the Warrantholder shall be entitled to receive (following the due exercise of Warrants pursuant to Section 3.2) a certificate for the number of Common Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(i)A = the Current Market Price on the trading day immediately preceding the date of the receipt by the Warrant Agent of the notice of exercise;

(ii)B = the Exercise Price of each Warrant, as adjusted; and

(X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with their terms by means of a cash exercise rather than a cashless exercise.

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The Corporation shall deliver to the Warrant Agent, an officer’s certificate setting out the particulars of the Warrants to be exercised and the name and address of the Warrantholder, the number of Warrant Shares to be issued, and setting out the basis of the calculations pursuant to this Section 3.3.

Notwithstanding any other provisions of this Indenture, in processing exercise of Warrants, no duty or responsibility whatsoever shall rest upon the Warrant Agent to determine the compliance by any Warrant exercise with the relevant securities laws or regulations, including, without limitation, Regulation S, and the Warrant Agent shall be entitled to assume that all transfers are legal and proper. The Warrant Agent shall be entitled to request any other documents that it may require in accordance with its internal policies.

Section 3.4    Transfer Fees and Taxes.

If any of the Warrant Shares subscribed for are to be issued to a person or persons other than the Registered Warrantholder, the Registered Warrantholder shall execute the form of transfer as set forth in Schedule “A” and will comply with such reasonable requirements as the Warrant Agent may stipulate and will pay to the Corporation or the Warrant Agent on behalf of the Corporation, all applicable transfer or similar taxes and the Corporation will not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Corporation or the Warrant Agent on behalf of the Corporation, the amount of such tax or shall have established to the satisfaction of the Corporation and the Warrant Agent that such tax has been paid or that no tax is due.

Section 3.5    Warrant Agency.

To facilitate the exchange, transfer or exercise of Warrants and compliance with such other terms and conditions hereof as may be required, the Corporation has appointed the Warrant Agency, as the agency at which Warrants may be surrendered for exchange or transfer or at which Warrants may be exercised and the Warrant Agent has accepted such appointment. The Corporation may from time to time designate alternate or additional places as the Warrant Agency (subject to the Warrant Agent’s prior approval) and will give notice to the Warrant Agent of any proposed change of the Warrant Agency. Branch registers shall also be kept at such other place or places, if any, as the Corporation, with the approval of the Warrant Agent, may designate. The Warrant Agent will from time to time when requested to do so by the Corporation or any Registered Warrantholder, upon payment of the Warrant Agent’s reasonable charges, furnish a list of the names and addresses of Registered Warrantholders showing the number of Warrants held by each such Registered Warrantholder.

Section 3.6    Effect of Exercise of Warrant Certificates.

(1)Upon the exercise of Warrant Certificates pursuant to and in compliance with Section 3.2 and subject to Section 3.3, the Warrant Shares to be issued pursuant to the Warrants exercised shall be deemed to have been issued and the person or persons to whom such Warrant Shares are to be issued shall be deemed to have become the holder or holders of such Warrant Shares within five Business Days of the Exercise Date unless the register shall be closed on such date, in which case the Warrant Shares subscribed for shall be deemed to have been issued and such person

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or persons deemed to have become the holder or holders of record of such Warrant Shares, on the date on which such register is reopened. It is hereby understood that, in order for persons to whom Warrant Shares are to be issued, to become holders of Warrant Shares on record on the Exercise Date, beneficial holders must commence the exercise process sufficiently in advance so that the Warrant Agent is in receipt of all items of exercise at least one Business Day prior to such Exercise Date.

(2)Within five Business Days after the Exercise Date with respect to a Warrant, the Warrant Agent shall use commercially reasonable efforts to cause to be delivered or mailed to the person or persons in whose name or names the Warrant is registered or, if so specified in writing by the holder, cause to be delivered to such person or persons at the Warrant Agency where the Warrant Certificate was surrendered, a certificate or certificates for the appropriate number of Warrant Shares subscribed for, or any other appropriate evidence of the issuance of Warrant Shares to such person or persons in respect of Warrant Shares issued under the book entry registration system.

Section 3.7    Partial Exercise of Warrants; Fractions.

(1)The holder of any Warrants may exercise his right to acquire a number of whole Warrant Shares less than the aggregate number which the holder is entitled to acquire. In the event of any exercise of a number of Warrants less than the number which the holder is entitled to exercise, the holder of Warrants upon such exercise shall, in addition, be entitled to receive, without charge therefor, a new Warrant Certificate(s), bearing the same legend, if applicable, or other appropriate evidence of Warrants, in respect of the balance of the Warrants held by such holder and which were not then exercised.

(2)Notwithstanding anything herein contained including any adjustment provided for in Section 4.1, the Corporation shall not be required, upon the exercise of any Warrants, to issue fractions of Warrant Shares. Warrants may only be exercised in a sufficient number to acquire whole numbers of Warrant Shares and any fractional Warrant Shares shall be rounded down to the nearest whole number and the holder of such Warrants shall not be entitled to any compensation in respect of any fractional Warrant Shares which is not issued.

Section 3.8    Expiration of Warrants.

Immediately after the Expiry Time, all rights under any Warrant in respect of which the right of acquisition provided for herein shall not have been exercised shall cease and terminate and each Warrant shall be void and of no further force or effect.

Section 3.9    Accounting and Recording.

(1)The Warrant Agent shall promptly account to the Corporation with respect to Warrants exercised, and shall promptly forward to the Corporation (or into an account or accounts of the Corporation with the bank or trust company designated by the Corporation for that purpose), all monies received by the Warrant Agent on the subscription of Warrant Shares through the exercise of Warrants. All such monies and any securities or other instruments, from time to time received by the Warrant Agent,

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shall be received in trust for, and shall be segregated and kept apart by the Warrant Agent for the Warrantholders and the Corporation as their interests may appear.

(2)The Warrant Agent shall record the particulars of Warrants exercised, which particulars shall include the names and addresses of the persons who become holders of Warrant Shares on exercise and the Exercise Date, in respect thereof. The Warrant Agent shall provide such particulars in writing to the Corporation within five Business Days of any request by the Corporation therefor.

Section 3.10    Securities Restrictions.

Notwithstanding anything herein contained, Warrants and Warrant Shares issued pursuant to the exercise of any Warrant will only be issued in compliance with applicable securities legislation of any applicable jurisdiction and, without limiting the generality of the foregoing, in respect of any Warrants exercised for Warrant Shares the certificates representing the issued Warrants or Warrant Shares, as the case may be, will bear such legends as may, in the opinion of Counsel, be necessary in order to avoid a violation of applicable securities legislation of such jurisdiction or to comply with the requirements of any stock exchange on which the Warrant Shares are listed, provided that if, at any time, in the opinion of Counsel, such legends are no longer necessary in order to avoid a violation of any such provisions or laws, or the holder of any such legended certificate, at the holder’s expense, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such Warrants or Warrant Shares, as the case may be, in a transaction in which such legends are not required, such legended certificate may thereafter be surrendered to the Warrant Agent in exchange for a certificate which does not bear such legend.

Section 3.11    U.S. Securities Law Matters

(1)In connection with any exercise of Warrants, if it is required by law, the Corporation shall cause to be delivered to any U.S. Person or person in the United States in whose name the Warrant Shares issuable upon exercise of the Warrants are to be issued a prospectus that complies with the U.S. Securities Act and that is a part of the Registration Statement that has been declared effective on or prior to the date hereof. For so long as any Warrants remain outstanding, the Corporation shall use its commercially reasonable efforts to (i) keep such Registration Statement continuously effective, and (ii) avoid the issuance of, or, if issued, obtain the withdrawal of any order enjoining or suspending the use or effectiveness of the Registration Statement or related prospectus or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Warrants for sale in the United States, at the earliest practicable moment. All expenses incidental to the Corporation’s performance of or compliance with the foregoing provisions will be borne by the Corporation, including, without limitation: (i) all registration and filing fees and expenses; (ii) all fees and expenses of compliance with federal securities and state Blue Sky securities laws; and

(iii)all fees and disbursements of counsel for the Corporation, independent certified public accountants of the Corporation and technical experts retained by the Corporation whose consent is required to be provided with respect to any Registration Statement.

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(2)Notwithstanding any provision of this Indenture to the contrary, unless a Registration Statement shall be effective under the U.S. Securities Act, and any prospectus supplement necessary thereto shall have been filed with the SEC, the Warrants may only be exercised by persons who establish to the reasonable satisfaction of the Corporation and the Warrant Agent (which may include providing an opinion of counsel of recognized standing satisfactory to the Corporation) that the issuance of the Common Shares pursuant to the exercise of the Warrants can be completed pursuant to and in accordance with (i) Rule 903 of Regulation S ; (ii) an effective registration statement under the U.S. Securities Act; or (iii) an exemption from the registration requirements of the U.S. Securities Act and all applicable state securities laws.

(3)If any person shall fail to establish to the satisfaction of the Corporation or Warrant Agent the conditions described in Section 3.11(2), the holder of the applicable Warrant shall be notified by the Warrant Agent within three Business Days that the evidence provided has been deemed insufficient to permit the exercise of such Warrant and providing a description of the nature of such deficiency. In the case where the Corporation is not satisfied with the provided evidence, it shall furnish to the Warrant Agent either (i) the form of proper notice to be delivered to establish the required evidence or (ii) a description of the deficiency. Until such time as the Corporation or Warrant Agent, as the case may be, acting reasonably, is satisfied with the evidence provided, the holder of the Warrant shall not be permitted to exercise the Warrant.

(4)The Corporation will notify the Warrant Agent when the Registration Statement becomes effective under the U.S. Securities Act, and the Warrant Agent will notify the Warrantholders as required. Thereafter, the Warrant Agent may assume that the Registration Statement remains effective until otherwise notified in writing by the Corporation that the Registration Statement is no longer effective. The Corporation shall at all times be obligated to provide prompt notice to the Warrant Agent regarding any change in the effectiveness of the Registration Statement.

ARTICLE 4

ADJUSTMENT OF NUMBER OF WARRANT SHARES AND EXERCISE PRICE

Section 4.1    Adjustment of Number of Warrant Shares and Exercise Price.

The subscription rights in effect under the Warrants for Warrant Shares issuable upon the exercise of the Warrants shall be subject to adjustment from time to time as follows:

(a)if, at any time during the Adjustment Period, the Corporation shall:

(i)subdivide, re-divide or change its outstanding Common Shares into a greater number of Common Shares;

(ii)reduce, combine or consolidate its outstanding Common Shares into a lesser number of Common Shares; or

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(iii)issue Common Shares or securities exchangeable for, or convertible into, Common Shares to all or substantially all of the holders of Common Shares by way of stock dividend or other distribution (other than a distribution of Common Shares upon the exercise of Warrants or any outstanding options);

(any of such events in Section 4.1(a)(i), (ii) or (iii) being called a “Common Share Reorganization”) then the Exercise Price shall be adjusted as of the effective date or record date of such subdivision, re-division, change, reduction, combination, consolidation or distribution, as the case may be, shall in the case of the events referred to in (i) or (iii) above be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, re-division, change or distribution, or shall, in the case of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination or consolidation by multiplying the Exercise Price in effect immediately prior to such effective date or record date by a fraction, the numerator of which shall be the number of Common Shares outstanding on such effective date or record date before giving effect to such Common Share Reorganization and the denominator of which shall be the number of Common Shares outstanding as of the effective date or record date after giving effect to such Common Share Reorganization (including, in the case where securities exchangeable for or convertible into Common Shares are distributed, the number of Common Shares that would have been outstanding had such securities been exchanged for or converted into Common Shares on such record date or effective date). Such adjustment shall be made successively whenever any event referred to in this Section 4.1(a) shall occur. Upon any adjustment of the Exercise Price pursuant to Section 4.1(a), the Exchange Rate shall be contemporaneously adjusted by multiplying the number of Common Shares theretofore obtainable on the exercise thereof by a fraction of which the numerator shall be the Exercise Price in effect immediately prior to such adjustment and the denominator shall be the Exercise Price resulting from such adjustment;

(b)if and whenever at any time during the Adjustment Period, the Corporation shall fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible or exchangeable into Common Shares) at a price per Common Share (or having a conversion or exchange price per Common Share) less than 95% of the Current Market Price on such record date (a “Rights Offering”), the Exercise Price shall be adjusted immediately after such record date so that it shall equal the amount determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by the Current Market Price, and of which the denominator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares offered for subscription or purchase or into which the convertible or exchangeable securities so offered are convertible or exchangeable; any Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; such

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adjustment shall be made successively whenever such a record date is fixed; to the extent that no such rights or

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warrants are exercised prior to the expiration thereof, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or, if any such rights or warrants are exercised, to the Exercise Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights or warrants, as the case may be. Upon any adjustment of the Exercise Price pursuant to this Section 4.1(b), the Exchange Rate will be adjusted immediately after such record date so that it will equal the rate determined by multiplying the Exchange Rate in effect on such record date by a fraction, of which the numerator shall be the Exercise Price in effect immediately prior to such adjustment and the denominator shall be the Exercise Price resulting from such adjustment. Such adjustment will be made successively whenever such a record date is fixed, provided that if two or more such record dates or record dates referred to in this Section 4.1(b) are fixed within a period of 25 Trading Days, such adjustment will be made successively as if each of such record dates occurred on the earliest of such record dates;

(c)if and whenever at any time during the Adjustment Period the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) securities of any class, whether of the Corporation or any other person (other than Common Shares), (ii) rights, options or warrants to subscribe for or purchase Common Shares (or other securities convertible into or exchangeable for Common Shares), other than pursuant to a Rights Offering; (iii) evidences of its indebtedness or (iv) any property or other assets then, in each such case, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price on such record date, less the excess, if any, of the fair market value on such record date, as determined by the Corporation (subject to TSXV approval), of such securities or other assets so issued or distributed over the fair market value of any consideration received therefor by the Corporation from the holders of the Common Shares, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price; and Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that such distribution is not so made, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed. Upon any adjustment of the Exercise Price pursuant to this Section 4.1(c), the Exchange Rate will be adjusted immediately after such record date so that it will equal the rate determined by multiplying the Exchange Rate in effect on such record date by a fraction, of which the numerator shall be the Exercise Price in effect immediately prior to such adjustment and the denominator shall be the Exercise Price resulting from such adjustment;

(d)if and whenever at any time during the Adjustment Period there is a reclassification or redesignation of the Common Shares, or a capital reorganization of the Corporation (other than as described in Section 4.1(a)), or a consolidation, amalgamation, arrangement, merger or other form of business combination of the Corporation with or into any other body corporate, trust, partnership or other entity

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that results in any reclassification of the Common Shares or any change or exchange of the Common

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Shares into or for other securities, including, without limitation, any sale, lease, exchange, transfer or conveyance of the property, undertaking and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity (any of such events being a “Capital Reorganization”), any Registered Warrantholder who has not exercised its right of acquisition prior to the effective date of such Capital Reorganization, upon the exercise of such right thereafter, shall be entitled to receive upon payment of the Exercise Price and shall accept, in lieu of the number of Warrant Shares that prior to such effective date the Registered Warrantholder would have been entitled to receive, the number of shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such Capital Reorganization, that such Registered Warrantholder would have been entitled to receive on such Capital Reorganization, if, on the effective date thereof, as the case may be, the Registered Warrantholder had been the registered holder of the number of Warrant Shares to which prior to such effective date it was entitled to acquire upon the exercise of the Warrants. If determined appropriate by the Warrant Agent, relying on advice of Counsel, to give effect to or to evidence the provisions of this Section 4.1(d), the Corporation, its successor, or such purchasing body corporate, partnership, trust or other entity, as the case may be, shall, prior to or contemporaneously with any such Capital Reorganization, enter into an indenture which shall provide, to the extent possible, for the application of the provisions set forth in this Indenture with respect to the rights and interests thereafter of the Registered Warrantholders to the end that the provisions set forth in this Indenture shall thereafter correspondingly be made applicable, as nearly as may reasonably be, with respect to any shares, other securities or property to which a Registered Warrantholder is entitled on the exercise of its acquisition rights thereafter. Any indenture entered into between the Corporation, any successor to the Corporation or such purchasing body corporate, partnership, trust or other entity and the Warrant Agent pursuant to the provisions of this Section 4.1(d) shall be a supplemental indenture entered into pursuant to the provisions of Article 8 hereof. Any indenture entered into between the Corporation, any successor to the Corporation or such purchasing body corporate, partnership, trust or other entity and the Warrant Agent shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 4.1 and which shall apply to successive reclassifications, redesignations, capital reorganizations, arrangements, amalgamations, consolidations, mergers, sales or conveyances;

(e)in any case in which this Section 4.1 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Corporation may defer, until the occurrence of such event, issuing to the Registered Warrantholder of any Warrant exercised after the record date and prior to completion of such event the additional Warrant Shares issuable by reason of the adjustment required by such event before giving effect to such adjustment; provided, however, that the Corporation shall deliver to such Registered Warrantholder an appropriate instrument evidencing such Registered Warrantholder’s right to receive such additional Warrant Shares upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares declared in favour of holders of record of Common Shares on and after the relevant date of exercise or such later date as such Registered Warrantholder would, but for the provisions of this Section 4.1(e), have become the holder of record of such additional Common Shares pursuant to Section 4.1;

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(f)in any case in which Section 4.1(a)(iii), Section 4.1(b) or Section 4.1(c) require that an adjustment be made to the Exercise Price, no such adjustment shall be made if the Registered Warrantholders of the outstanding Warrants receive, subject to any required stock exchange or regulatory approval, the rights or warrants referred to in Section 4.1(a)(iii), Section 4.1(b) or the shares, rights, options, warrants, evidences of indebtedness or assets referred to in Section 4.1(c), as the case may be, in such kind and number as they would have received if they had been holders of Common Shares on the applicable record date or effective date, as the case may be, by virtue of their outstanding Warrant having then been exercised into Warrant Shares at the Exercise Price in effect on the applicable record date or effective date, as the case may be;

(g)the adjustments provided for in this Section 4.1 are cumulative, and shall, in the case of adjustments to the Exercise Price be computed to the nearest whole cent and shall apply to successive subdivisions, re-divisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 4.1, provided that, notwithstanding any other provision of this Section, no adjustment of the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Exercise Price then in effect; provided, however, that any adjustments which by reason of this Section 4.1(g) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; and

(h)after any adjustment pursuant to this Section 4.1, the term “Common Shares” where used in this Indenture shall be interpreted to mean securities of any class or classes which, as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, the Registered Warrantholder is entitled to receive upon the exercise of his Warrant, and the number of Warrant Shares indicated by any exercise made pursuant to a Warrants shall be interpreted to mean the number of Warrant Shares or other property or securities a Registered Warrantholder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, upon the full exercise of a Warrant.

Section 4.2    Entitlement to Warrant Shares on Exercise of Warrant.

All Common Shares or shares of any class or other securities, which a Registered Warrantholder is at the time in question entitled to receive on the exercise of its Warrants, whether or not as a result of adjustments made pursuant to this Article 4, shall, for the purposes of the interpretation of this Indenture, be deemed to be Warrant Shares which such Registered Warrantholder is entitled to acquire pursuant to such Warrants.

Section 4.3    No Adjustment for Certain Transactions.

Notwithstanding anything in this Article 4, no adjustment shall be made in the acquisition rights attached to the Warrants if the issue of Common Shares is being made pursuant to this Indenture or in connection with (a) any stock option plan, share incentive plan or restricted share plan or share purchase plan in force from time to time for directors, officers, employees, consultants or other service providers of the Corporation; or (b) the satisfaction of existing instruments issued at the date hereof.

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Section 4.4    Determination by Independent Firm.

In the event of any question arising with respect to the adjustments provided for in this Article 4 such question shall be conclusively determined by an independent firm of chartered accountants other than the Auditors, who shall have access to all necessary records of the Corporation, and such determination shall be binding upon the Corporation, the Warrant Agent, all holders and all other persons interested therein.

Section 4.5    Proceedings Prior to any Action Requiring Adjustment.

As a condition precedent to the taking of any action which would require an adjustment in any of the acquisition rights pursuant to any of the Warrants, including the number of Warrant Shares which are to be received upon the exercise thereof, the Corporation shall take any action which may, in the opinion of Counsel, be necessary in order that the Corporation has unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the Warrant Shares which the holders of such Warrants are entitled to receive on the full exercise thereof in accordance with the provisions hereof.

Section 4.6    Certificate of Adjustment.

The Corporation shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.1, deliver a certificate of the Corporation to the Warrant Agent specifying the nature of the event requiring the same and the amount of the adjustment or readjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate shall be supported by a certificate of the Corporation’s Auditors verifying such calculation if requested by the Warrant Agent at their discretion. The Warrant Agent shall rely, and shall be protected in so doing, upon the certificate of the Corporation or of the Corporation’s Auditor and any other document filed by the Corporation pursuant to this Article 4 for all purposes.

Section 4.7    Notice of Special Matters.

The Corporation covenants with the Warrant Agent that, so long as any Warrant remains outstanding, it will give notice to the Warrant Agent and to the Registered Warrantholders of its intention to fix a record date that is prior to the Expiry Date for any matter for which an adjustment may be required pursuant to Section 4.1. Such notice shall specify the particulars of such event and the record date for such event, provided that the Corporation shall only be required to specify in the notice such particulars of the event as shall have been fixed and determined on the date on which the notice is given. The notice shall be given in each case not less than 14 days prior to such applicable record date. If notice has been given and the adjustment is not then determinable, the Corporation shall promptly, after the adjustment is determinable, file with the Warrant Agent a computation of the adjustment and give notice to the Registered Warrantholders of such adjustment computation.

Section 4.8    No Action after Notice.

The Corporation covenants with the Warrant Agent that it will not close its transfer books or take any other corporate action which might deprive the Registered Warrantholder of the opportunity to exercise its right of acquisition pursuant thereto during the period of 14 days after the giving of the certificate or notices set forth in Section 4.6 and Section 4.7.

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Section 4.9    Other Action.

If the Corporation, after the date hereof, shall take any action affecting the Common Shares other than an action described in Section 4.1, which in the reasonable opinion of the directors of the Corporation would materially affect the rights of Registered Warrantholders, the Exercise Price and/or Exchange Rate, the number of Warrant Shares which may be acquired upon exercise of the Warrants shall be adjusted in such manner and at such time, by action of the directors of the Corporation, acting reasonably and in good faith, in their sole discretion as they may determine to be equitable to the Registered Warrantholders in the circumstances, provided that no such adjustment will be made unless any requisite prior approval of any stock exchange on which the Common Shares are listed for trading has been obtained.

Section 4.10    Protection of Warrant Agent.

The Warrant Agent shall not:

(a)at any time be under any duty or responsibility to any Registered Warrantholder to determine whether any facts exist which may require any adjustment contemplated by Section 4.1, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making the same;

(b)be accountable with respect to the validity or value (or the kind or amount) of any Warrant Shares or of any other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Warrant;

(c)be responsible for any failure of the Corporation to issue, transfer or deliver Warrant Shares or certificates for the same upon the surrender of any Warrants for the purpose of the exercise of such rights or to comply with any of the covenants contained in this Article; and

(d)incur any liability or be in any way responsible for the consequences of any breach on the part of the Corporation of any of the representations, warranties or covenants herein contained or of any acts of the directors, officers, employees, agents or servants of the Corporation.

Section 4.11    Participation by Warrantholder.

No adjustments shall be made pursuant to this Article 4 if the Registered Warrantholders are entitled to participate in any event described in this Article 4 on the same terms, mutatis mutandis, as if the Registered Warrantholders had exercised their Warrants prior to, or on the effective date or record date of, such event.

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ARTICLE 5

RIGHTS OF THE CORPORATION AND COVENANTS

Section 5.1    Optional Purchases by the Corporation.

Subject to compliance with applicable securities laws and approval of applicable regulatory authorities, if any, the Corporation may from time to time purchase by private contract or otherwise any of the Warrants. Any such purchase shall be made at the lowest price or prices at which, in the opinion of the directors of the Corporation, such Warrants are then obtainable, plus reasonable costs of purchase, and may be made in such manner, from such persons and on such other terms as the Corporation, in its sole discretion, may determine. In the case of Warrant Certificates, Warrant Certificates representing the Warrants purchased pursuant to this Section 5.1 shall forthwith be delivered to and cancelled by the Warrant Agent and reflected accordingly on the register of Warrants. In the case of Uncertificated Warrants, the Warrants purchased pursuant to this Section 5.1 shall be reflected accordingly on the register of Warrants and in accordance with Applicable Procedures prescribed by the Depository under the book entry registration system. No Warrants shall be issued in replacement thereof.

Section 5.2    General Covenants.

The Corporation covenants with the Warrant Agent and the Warrantholders that so long as any Warrants remain outstanding:

(a)it will reserve and keep available a sufficient number of Common Shares for the purpose of enabling it to satisfy its obligations to issue Warrant Shares upon the exercise of the Warrants;

(b)it will cause the Warrant Shares from time to time acquired pursuant to the exercise of the Warrants to be duly issued and delivered in accordance with the Warrants and the terms hereof;

(c)all Warrant Shares which shall be issued upon exercise of the right to acquire provided for herein shall be fully paid and non-assessable, free and clear of all encumbrances;

(d)it will use commercially reasonable efforts to maintain its existence and carry on its business in the ordinary course; provided that this clause shall not be construed as limiting or restricting the Corporation from agreeing to a consolidation, amalgamation, arrangement, takeover bid or merger even if the consideration being offered are not securities that are listed and posted for trading on a recognized Canadian stock exchange, provided that such transaction has been approved in accordance with the requirements of applicable corporate and securities laws and the rules and policies of the applicable stock exchange;

(e)generally, it will well and truly perform and carry out all of the acts or things to be done by it as provided in this Indenture;

(f)the Corporation will promptly notify the Warrant Agent and the Warrantholders in writing of any default under the terms of this Warrant Indenture which remains unrectified for more than five days following its occurrence;

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(g)it will use commercially reasonable efforts to ensure that all Common Shares outstanding or issuable from time to time (including without limitation the Warrant Shares issuable on the exercise of the Warrants) continue to be or are listed and posted for trading on the TSXV (or such other recognized Canadian stock exchange acceptable to the Corporation) and the NYSE American, provided that this clause shall not be construed as limiting or restricting the Corporation from completing a consolidation, amalgamation, arrangement, takeover bid or merger that would result in the Common Shares ceasing to be listed and posted for trading on such exchanges, so long as the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the policies of such exchanges or the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada or cash;

(h)it will make all requisite filings under and otherwise take all requisite steps under and satisfy Applicable Securities Laws including those filings and other steps necessary to remain a reporting issuer not in default in each of the provinces and other Canadian jurisdictions where it is or becomes a reporting issuer; and

(i)it will use reasonable commercial efforts to remain a reporting issuer not in default in each of the provinces and other Canadian jurisdictions where it is or becomes a reporting issuer.

Section 5.3    Warrant Agent’s Remuneration and Expenses.

The Corporation covenants that it will pay to the Warrant Agent from time to time reasonable remuneration for its services hereunder and will pay or reimburse the Warrant Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Warrant Agent in the administration or execution of its duties and obligations hereunder (including the reasonable compensation and the disbursements of its Counsel and all other advisers and assistants not regularly in its employ) both before any default hereunder and thereafter until all duties of the Warrant Agent hereunder shall be finally and fully performed. Any amount owing hereunder and remaining unpaid after 30 days from the invoice date will bear interest at the then current rate charged by the Warrant Agent against unpaid invoices and shall be payable upon demand. This Section shall survive the resignation or removal of the Warrant Agent and/or the termination of this Indenture.

Section 5.4    Performance of Covenants by Warrant Agent.

If the Corporation shall fail to perform any of its covenants contained in this Indenture, the Warrant Agent may notify the Registered Warrantholders of such failure on the part of the Corporation and may itself perform any of the covenants capable of being performed by it but, subject to Section 9.2, shall be under no obligation to perform said covenants or to notify the Registered Warrantholders of such performance by it. All sums expended or advanced by the Warrant Agent in so doing shall be repayable as provided in Section 5.3. No such performance, expenditure or advance by the Warrant Agent shall relieve the Corporation of any default hereunder or of its continuing obligations under the covenants herein contained.

Section 5.5    Enforceability of Warrants.

The Corporation covenants and agrees that it is duly authorized to create and issue the Warrants to be issued hereunder and that the Warrants, when issued and Authenticated

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as herein provided, will be valid and enforceable against the Corporation in accordance with the provisions hereof and the terms hereof and that, subject to the provisions of this Indenture, the Corporation will cause the Warrant Shares from time to time acquired upon exercise of Warrants issued under this Indenture to be duly issued and delivered in accordance with the terms of this Indenture.

ARTICLE 6 ENFORCEMENT

Section 6.1    Suits by Registered Warrantholders.

All or any of the rights conferred upon any Registered Warrantholder by any of the terms of this Indenture may be enforced by the Registered Warrantholder by appropriate proceedings but without prejudice to the right which is hereby conferred upon the Warrant Agent to proceed in its own name to enforce each and all of the provisions herein contained for the benefit of the Registered Warrantholders.

Section 6.2    Suits by the Corporation.

The Corporation shall have the right to enforce full payment of the Exercise Price of all Warrant Shares issued by the Warrant Agent to a Registered Warrantholder hereunder and shall be entitled to demand such payment from the Registered Warrantholder or alternatively to instruct the Warrant Agent to cancel the share certificates representing such Warrant Shares and amend the securities register of the Corporation accordingly.

Section 6.3    Immunity of Shareholders, etc.

The Warrant Agent and the Warrantholders hereby waive and release any right, cause of action or remedy now or hereafter existing in any jurisdiction against any incorporator or any past, present or future shareholder, trustee, employee or agent of the Corporation or any successor Corporation on any covenant, agreement, representation or warranty by the Corporation herein.

Section 6.4    Waiver of Default.

Upon the happening of any default hereunder:

(a)the Registered Warrantholders of not less than 51% of the Warrants then outstanding shall have power (in addition to the powers exercisable by Extraordinary Resolution) by requisition in writing to instruct the Warrant Agent to waive any default hereunder and the Warrant Agent shall thereupon waive the default upon such terms and conditions as shall be prescribed in such requisition; or

(b)the Warrant Agent shall have power to waive any default hereunder upon such terms and conditions as the Warrant Agent may deem advisable, on the advice of Counsel, if, in the Warrant Agent’s opinion, based on the advice of Counsel, the same shall have been cured or adequate provision made therefor;

provided that no delay or omission of the Warrant Agent or of the Registered Warrantholders to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein

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and provided further that no act or omission either of the Warrant Agent or of the Registered Warrantholders in the premises shall extend to or be taken in any manner whatsoever to affect any subsequent default hereunder of the rights resulting therefrom.

ARTICLE 7

MEETINGS OF REGISTERED WARRANTHOLDERS

Section 7.1    Right to Convene Meetings.

The Warrant Agent may at any time and from time to time, and shall on receipt of a written request of the Corporation or of a Warrantholders’ Request and upon being indemnified and funded to its reasonable satisfaction by the Corporation or by the Registered Warrantholders signing such Warrantholders’ Request against the costs which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the Registered Warrantholders. If the Warrant Agent fails to so call a meeting within seven days after receipt of such written request of the Corporation or within 30 days after receipt of such Warrantholders’ Request and the indemnity and funding given as aforesaid, the Corporation or such Registered Warrantholders, as the case may be, may convene such meeting. Every such meeting shall be held in the City of Vancouver, in the Province of British Columbia, or at such other place as may be approved or determined by the Warrant Agent and the Corporation. Any meeting held pursuant to this Article 7 may be done through a virtual or electronic meeting platform, subject to the Warrant Agent’s capabilities at the time.

Section 7.2    Notice.

At least 21 days’ prior written notice of any meeting of Registered Warrantholders shall be given to the Registered Warrantholders in the manner provided for in Section 10.2 and a copy of such notice shall be sent by mail to the Warrant Agent (unless the meeting has been called by the Warrant Agent) and to the Corporation (unless the meeting has been called by the Corporation). Such notice shall state the time when and the place where the meeting is to be held, shall state briefly the general nature of the business to be transacted thereat and shall contain such information as is reasonably necessary to enable the Registered Warrantholders to make a reasoned decision on the matter, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed or any of the provisions of this Section 7.2.

Section 7.3    Chairperson.

An individual (who need not be a Registered Warrantholder) designated in writing by the Warrant Agent shall be chairperson of the meeting and if no individual is so designated, or if the individual so designated is not present within fifteen minutes from the time fixed for the holding of the meeting, the Registered Warrantholders present in person or by proxy shall choose an individual present to be chairperson.

Section 7.4    Quorum.

Subject to the provisions of Section 7.11, at any meeting of the Registered Warrantholders a quorum shall consist of Registered Warrantholder(s) present in person or by proxy holding at least 25% of the then outstanding Warrants. If a quorum of the Registered Warrantholders shall not be present within thirty minutes from the time fixed for holding any meeting, the meeting, if summoned by Registered Warrantholders or on a Warrantholders’

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Request, shall be dissolved; but in any other case the meeting shall be adjourned to the same day in the next week (unless such day is not a Business Day, in which case it shall be adjourned to the next following Business Day) at the same time and place and no notice of the adjournment need be given. Any business may be brought before or dealt with at an adjourned meeting which might have been dealt with at the original meeting in accordance with the notice calling the same. No business shall be transacted at any meeting unless a quorum be present at the commencement of business. At the adjourned meeting the Registered Warrantholders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened, notwithstanding that they may not hold at least 25% of the aggregate number of all then outstanding Warrants.

Section 7.5    Power to Adjourn.

The chairperson of any meeting at which a quorum of the Registered Warrantholders is present may, with the consent of the meeting, adjourn any such meeting, and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe.

Section 7.6    Show of Hands.

Every question submitted to a meeting shall be decided in the first place by a majority of the votes given on a show of hands except that votes on an Extraordinary Resolution shall be given in the manner hereinafter provided. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairperson that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.

Section 7.7    Poll and Voting.

(1)On every Extraordinary Resolution, and on any other question submitted to a meeting and after a vote by show of hands when demanded by the chairperson or by one or more of the Registered Warrantholders acting in person or by proxy and holding in the aggregate at least 10% of the aggregate number of Warrants then outstanding, a poll shall be taken in such manner as the chairperson shall direct. Questions other than those required to be determined by Extraordinary Resolution shall be decided by a majority of the votes cast on the poll.

(2)On a show of hands, every person who is present and entitled to vote, whether as a Registered Warrantholder or as proxy for one or more absent Registered Warrantholders, or both, shall have one vote. On a poll, each Registered Warrantholder present in person or represented by a proxy duly appointed by instrument in writing shall be entitled to one vote in respect of each Warrant then held or represented by it. A proxy need not be a Registered Warrantholder. The chairperson of any meeting shall be entitled, both on a show of hands and on a poll, to vote in respect of the Warrants, if any, held or represented by him.

Section 7.8    Regulations.

(1)The Warrant Agent, or the Corporation with the approval of the Warrant Agent, may from time to time make and from time to time vary such regulations as it shall think fit for the setting of the record date for a meeting for the purpose of determining Registered Warrantholders entitled to receive notice of and to vote at the meeting.

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(2)Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a Registered Warrantholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9, shall be Registered Warrantholders or proxies of Registered Warrantholders.

Section 7.9    Corporation and Warrant Agent May be Represented.

The Corporation and the Warrant Agent, by their respective directors, officers, agents, and employees and the Counsel for the Corporation and for the Warrant Agent may attend any meeting of the Registered Warrantholders.

Section 7.10    Powers Exercisable by Extraordinary Resolution.

In addition to all other powers conferred upon them by any other provisions of this Indenture or by law, the Registered Warrantholders at a meeting shall, subject to the provisions of Section 7.11, have the power exercisable from time to time by Extraordinary Resolution:

(a)to agree to any modification, abrogation, alteration, compromise or arrangement of the rights of Registered Warrantholders or the Warrant Agent in its capacity as warrant agent hereunder (subject to the Warrant Agent’s prior consent, acting reasonably) or on behalf of the Registered Warrantholders against the Corporation whether such rights arise under this Indenture or otherwise;

(b)to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Registered Warrantholders;

(c)to direct or to authorize the Warrant Agent, subject to Section 9.2(2) hereof, to enforce any of the covenants on the part of the Corporation contained in this Indenture or to enforce any of the rights of the Registered Warrantholders in any manner specified in such Extraordinary Resolution or to refrain from enforcing any such covenant or right;

(d)to waive, and to direct the Warrant Agent to waive, any default on the part of the Corporation in complying with any provisions of this Indenture either unconditionally or upon any conditions specified in such Extraordinary Resolution;

(e)to restrain any Registered Warrantholder from taking or instituting any suit, action or proceeding against the Corporation for the enforcement of any of the covenants on the part of the Corporation in this Indenture or to enforce any of the rights of the Registered Warrantholders;

(f)to direct any Registered Warrantholder who, as such, has brought any suit, action or proceeding to stay or to discontinue or otherwise to deal with the same upon payment of the costs, charges and expenses reasonably and properly incurred by such Registered Warrantholder in connection therewith;

(g)to assent to any change in or omission from the provisions contained in this Indenture or any ancillary or supplemental instrument which may be agreed to by the

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Corporation, and to authorize the Warrant Agent to concur in and execute any ancillary or supplemental indenture embodying the change or omission;

(h)with the consent of the Corporation, such consent not to be unreasonably withheld, to remove the Warrant Agent or its successor in office and to appoint a new warrant agent or warrant agents to take the place of the Warrant Agent so removed; and

(i)to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation.

Section 7.11    Meaning of Extraordinary Resolution.

(1)The expression “Extraordinary Resolution” when used in this Indenture means, subject as hereinafter provided in this Section 7.11 and in Section 7.14, a resolution: (i) proposed at a meeting of Registered Warrantholders duly convened for that purpose and held in accordance with the provisions of this Article 7 at which there are present in person or by proxy Registered Warrantholders holding at least 25% of the aggregate number of Warrants then outstanding and passed by the affirmative votes of Registered Warrantholders holding not less than 66 2/3% of the aggregate number of Warrants then outstanding at the meeting and voted on the poll upon such resolution; or (ii) in writing signed by the holders of at least 66 2/3% of the then outstanding Warrants on any matter that would otherwise be voted upon at a meeting called to approve such resolution as contemplated in this Section 7.11(1).

(2)If, at the meeting at which an Extraordinary Resolution is to be considered, Registered Warrantholders holding at least 25% of the aggregate number of Warrants then outstanding are not present in person or by proxy within 30 minutes after the time appointed for the meeting, then the meeting, if convened by Registered Warrantholders or on a Warrantholders’ Request, shall be dissolved; but in any other case it shall stand adjourned to such day, being not less than 15 or more than 60 days later, and to such place and time as may be appointed by the chairperson. Not less than 14 days’ prior notice shall be given of the time and place of such adjourned meeting in the manner provided for in Section 10.2. Such notice shall state that at the adjourned meeting the Registered Warrantholders present in person or by proxy shall form a quorum but it shall not be necessary to set forth the purposes for which the meeting was originally called or any other particulars. At the adjourned meeting the Registered Warrantholders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened and a resolution proposed at such adjourned meeting and passed by the requisite vote as provided in Section 7.11Section 7.11(1) shall be an Extraordinary Resolution within the meaning of this Indenture notwithstanding that Warrantholders holding at least 25% of the aggregate number of the then outstanding Warrants are not present in person or by proxy at such adjourned meeting.

(3)Subject to Section 7.14, votes on an Extraordinary Resolution shall always be given on a poll and no demand for a poll on an Extraordinary Resolution shall be necessary.

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Section 7.12    Powers Cumulative.

Any one or more of the powers or any combination of the powers in this Indenture stated to be exercisable by the Registered Warrantholders by Extraordinary Resolution or otherwise may be exercised from time to time and the exercise of any one or more of such powers or any combination of powers from time to time shall not be deemed to exhaust the right of the Registered Warrantholders to exercise such power or powers or combination of powers then or thereafter from time to time.

Section 7.13    Minutes.

Minutes of all resolutions and proceedings at every meeting of Registered Warrantholders shall be made and duly entered in books and such minutes as aforesaid, if signed by the chairperson or the secretary of the meeting at which such resolutions were passed or proceedings had shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting in respect of the proceedings of which minutes shall have been made shall be deemed to have been duly convened and held, and all resolutions passed thereat or proceedings taken shall be deemed to have been duly passed and taken.

Section 7.14    Instruments in Writing.

All actions which may be taken and all powers that may be exercised by the Registered Warrantholders at a meeting held as provided in this Article 7 may also be taken and exercised by Registered Warrantholders holding at least 66 2/3%, of the aggregate number of all of the then outstanding Warrants by an instrument in writing signed in one or more counterparts by such Registered Warrantholders in person or by attorney duly appointed in writing, and the expression “Extraordinary Resolution” when used in this Indenture shall include an instrument so signed by holders of at least 66 2/3% of the aggregate number of all of the then outstanding Warrants.

Section 7.15    Binding Effect of Resolutions.

Every resolution and every Extraordinary Resolution passed in accordance with the provisions of this Article 7 at a meeting of Registered Warrantholders shall be binding upon all the Warrantholders, whether present at or absent from such meeting, and every instrument in writing signed by Registered Warrantholders in accordance with Section 7.14 shall be binding upon all the Warrantholders, whether signatories thereto or not, and each and every Warrantholder and the Warrant Agent (subject to the provisions for indemnity herein contained) shall be bound to give effect accordingly to every such resolution and instrument in writing.

Section 7.16    Holdings by Corporation Disregarded.

In determining whether Registered Warrantholders holding Warrants evidencing the entitlement to acquire the required number of Warrant Shares are present at a meeting of Registered Warrantholders for the purpose of determining a quorum or have concurred in any consent, waiver, Extraordinary Resolution, Warrantholders’ Request or other action under this Indenture, Warrants owned legally or beneficially by the Corporation shall be disregarded in accordance with the provisions of Section 10.7.

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ARTICLE 8 SUPPLEMENTAL INDENTURES

Section 8.1    Provision for Supplemental Indentures for Certain Purposes.

Subject to regulatory approval, from time to time, the Corporation (when authorized by action of the directors) and the Warrant Agent may, subject to the provisions hereof and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, indentures or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:

(a)setting forth any adjustments resulting from the application of the provisions of Article 4;

(b)adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the premises, provided that the same are not in the opinion of the Warrant Agent, relying on the advice of Counsel, prejudicial to the interests of the Registered Warrantholders;

(c)giving effect to any Extraordinary Resolution passed as provided in Section 7.11;

(d)making such provisions not inconsistent with this Indenture as may be necessary or desirable with respect to matters or questions arising hereunder or for the purpose of obtaining a listing or quotation of the Warrants on any stock exchange, provided that such provisions are not, in the opinion of the Warrant Agent, relying on the advice of Counsel, prejudicial to the interests of the Registered Warrantholders;

(e)adding to or altering the provisions hereof in respect of the transfer of Warrants, making provision for the exchange of Warrants, and making any modification in the form of the Warrant Certificates which does not affect the substance thereof;

(f)modifying any of the provisions of this Indenture, including relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Warrant Agent, relying on the advice of Counsel, such modification or relief in no way prejudices any of the rights of the Registered Warrantholders or of the Warrant Agent, and provided further that the Warrant Agent may in its sole discretion decline to enter into any such supplemental indenture which in its opinion may not afford adequate protection to the Warrant Agent when the same shall become operative;

(g)providing for the issuance of additional Warrants hereunder, including Warrants in excess of the number set out in Section 2.1 and any consequential amendments hereto as may be required by the Warrant Agent relying on the advice of Counsel;

(h)for any other purpose not inconsistent with the terms of this Indenture, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Warrant Agent, relying on the advice of Counsel, the rights of the Warrant Agent and of the Registered Warrantholders are in no way prejudiced thereby; and

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(i)For certainty, approval of Registered Warrantholders is not required for the purposes of entering into a supplemental indenture pursuant to this Section 8.1.

Section 8.2    Successor Entities.

In the case of the consolidation, amalgamation, arrangement, merger or transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to or with another entity (“successor entity”), the successor entity resulting from such consolidation, amalgamation, arrangement, merger or transfer (if not the Corporation) shall expressly assume, by supplemental indenture satisfactory in form to the Warrant Agent and executed and delivered to the Warrant Agent, the due and punctual performance and observance of each and every covenant and condition of this Indenture to be performed and observed by the Corporation.

ARTICLE 9 CONCERNING THE WARRANT AGENT

Section 9.1    Warrant Indenture Legislation.

(1)If and to the extent that any provision of this Indenture limits, qualifies or conflicts with a mandatory requirement of Applicable Legislation, such mandatory requirement shall prevail.

(2)The Corporation and the Warrant Agent agree that each will, at all times in relation to this Indenture and any action to be taken hereunder, observe and comply with and be entitled to the benefits of Applicable Legislation.

Section 9.2    Rights and Duties of Warrant Agent.

(1)In the exercise of the rights and duties prescribed or conferred by the terms of this Indenture, the Warrant Agent shall exercise that degree of care, diligence and skill that a reasonably prudent warrant agent would exercise in comparable circumstances. No provision of this Indenture shall be construed to relieve the Warrant Agent from liability for its own gross negligence, willful misconduct, bad faith or fraud under this Indenture.

(2)The obligation of the Warrant Agent to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Warrant Agent or the Registered Warrantholders hereunder shall be conditional upon the Registered Warrantholders furnishing, when required by notice by the Warrant Agent, sufficient funds to commence or to continue such act, action or proceeding and an indemnity reasonably satisfactory to the Warrant Agent to protect and to hold harmless the Warrant Agent and its officers, directors, employees and agents, against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. None of the provisions contained in this Indenture shall require the Warrant Agent to expend or to risk its own funds or otherwise to incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as aforesaid.

(3)The Warrant Agent may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Registered Warrantholders, at whose

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instance it is acting to deposit with the Warrant Agent the Warrants Certificates held by them, for which Warrants the Warrant Agent shall issue receipts.

(4)Every provision of this Indenture that by its terms relieves the Warrant Agent of liability or entitles it to rely upon any evidence submitted to it is subject to the provisions of Applicable Legislation.

Section 9.3    Evidence, Experts and Advisers.

(1)In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation.

(2)In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with the Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture.

(3)Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon.

(4)Whenever Applicable Legislation requires that evidence referred to in Subsection (1) be in the form of a statutory declaration, the Warrant Agent may accept such statutory declaration in lieu of a certificate of the Corporation required by any provision hereof. Any such statutory declaration may be made by one or more of the Chairman of the Board and Chief Executive Officer, President and Chief Operating Officer, Executive Vice-President, Vice-President, Secretary, Controller, Treasurer, or any Assistant- Secretary or Assistant-Treasurer of the Corporation.

(5)Proof of the execution of an instrument in writing, including a Warrantholders’ Request, by any Warrantholder may be made by the certificate of a notary, solicitor or commissioner for oaths, or other officer with similar powers, that the person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Warrant Agent may consider adequate and in respect of a corporate Warrantholder, shall include a certificate of incumbency of such Warrantholder together with a certified resolution authorizing the person who signs such instrument to sign such instrument.

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(6)The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent. The Corporation shall pay or reimburse the Warrant Agent for any reasonable fees, expenses and disbursements of such Counsel or advisers.

(7)The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Section 9.4    Documents, Monies, etc. Held by Warrant Agent.

(1)Until released in accordance with this Indenture, any funds received hereunder shall be kept in segregated records of the Warrant Agent and the Warrant Agent shall place the funds in segregated trust accounts of the Warrant Agent at one or more of the Canadian Chartered Banks listed in Schedule 1 of the Bank Act (Canada) (“Approved Bank”). All amounts held by the Warrant Agent pursuant to this Indenture shall be held by the Warrant Agent for the Corporation and the delivery of the funds to the Warrant Agent shall not give rise to a debtor-creditor or other similar relationship. The amounts held by the Warrant Agent pursuant to this Indenture are at the sole risk of the Corporation and, without limiting the generality of the foregoing, the Warrant Agent shall have no responsibility or liability for any diminution of the funds which may result from any deposit made with an Approved Bank pursuant to this section, including any losses resulting from a default by the Approved Bank or other credit losses (whether or not resulting from such a default). The parties hereto acknowledge and agree that the Warrant Agent will have acted prudently in depositing the funds at any Approved Bank, and that the Warrant Agent is not required to make any further inquiries in respect of any such bank. The Warrant Agent may hold cash balances constituting part or all of such monies and need not, invest the same; the Warrant Agent shall not be liable to account for any profit to any parties to this Indenture or to any other person or entity.

Section 9.5    Actions by Warrant Agent to Protect Interest.

The Warrant Agent shall have power to institute and to maintain such actions and proceedings as it may consider necessary or expedient to preserve, protect or enforce its interests and the interests of the Registered Warrantholders.

Section 9.6    Warrant Agent Not Required to Give Security.

The Warrant Agent shall not be required to give any bond or security in respect of the execution of the agency and powers of this Indenture or otherwise in respect of the premises.

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Section 9.7    Protection of Warrant Agent.

By way of supplement to the provisions of any law for the time being relating to the Warrant Agent it is expressly declared and agreed as follows:

(a)the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation;

(b)nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto;

(c)the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof;

(d)the Warrant Agent shall not incur any liability or responsibility whatsoever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation;

(e)the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoever, losses , damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that the Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that the Corporation shall not be required to indemnify the Indemnified Parties in the event of the gross negligence or wilful misconduct of the Warrant Agent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and

(f)notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of

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this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

(g)the Warrant Agent shall not be liable for any error in good judgment or for any act done or step taken or omitted by it in good faith or for any mistake, in fact or law, or for anything which it may do or refrain from doing in connection herewith except arising out of its own gross negligence, bad faith or willful misconduct.

Section 9.8    Replacement of Warrant Agent; Successor by Merger.

(1)The Warrant Agent may resign its agency and be discharged from all further duties and liabilities hereunder, subject to this Section 9.8, by giving to the Corporation not less than 60 days’ prior notice in writing or such shorter prior notice as the Corporation may accept as sufficient. The Registered Warrantholders by Extraordinary Resolution shall have power at any time to remove the existing Warrant Agent and to appoint a new warrant agent. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Corporation shall forthwith appoint a new warrant agent unless a new warrant agent has already been appointed by the Registered Warrantholders; failing such appointment by the Corporation, the retiring Warrant Agent or any Registered Warrantholder may apply to a judge of the Superior Court of the Province of British Columbia on such notice as such judge may direct, for the appointment of a new warrant agent; but any new warrant agent so appointed by the Corporation or by the Court shall be subject to removal as aforesaid by the Registered Warrantholders. Any new warrant agent appointed under any provision of this Section 9.8 shall be an entity authorized to carry on the business of a trust company in the Province of British Columbia and, if required by the Applicable Legislation for any other provinces, in such other provinces. On any such appointment the new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent hereunder.

(2)Upon the appointment of a successor warrant agent, the Corporation shall promptly notify the Registered Warrantholders thereof in the manner provided for in Section 10.2.

(3)Any Warrant Certificates Authenticated but not delivered by a predecessor Warrant Agent may be Authenticated by the successor Warrant Agent in the name of the successor Warrant Agent.

(4)Any corporation into which the Warrant Agent may be merged or consolidated or amalgamated, or any corporation resulting therefrom to which the Warrant Agent shall be a party, or any corporation succeeding to substantially the corporate trust business of the Warrant Agent shall be the successor to the Warrant Agent hereunder without any further act on its part or any of the parties hereto, provided that such corporation would be eligible for appointment as successor Warrant Agent under Section 9.8(1).

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Section 9.9    Acceptance of Agency

The Warrant Agent hereby accepts the agency in this Indenture declared and provided for and agrees to perform the same upon the terms and conditions herein set forth.

Section 9.10    Warrant Agent Not to be Appointed Receiver.

The Warrant Agent and any person related to the Warrant Agent shall not be appointed a receiver, a receiver and manager or liquidator of all or any part of the assets or undertaking of the Corporation.

Section 9.11    Warrant Agent Not Required to Give Notice of Default.

The Warrant Agent shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do under the terms hereof; nor shall the Warrant Agent be required to take notice of any default hereunder, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Warrant Agent and in the absence of any such notice the Warrant Agent may for all purposes of this Indenture conclusively assume that no default has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein. Any such notice shall in no way limit any discretion herein given to the Warrant Agent to determine whether or not the Warrant Agent shall take action with respect to any default.

Section 9.12    Anti-Money Laundering.

(1)Each party to this Indenture other than the Warrant Agent hereby represents to the Warrant Agent that any account to be opened by, or interest to be held by the Warrant Agent in connection with this Indenture, for or to the credit of such party, either (i) is not intended to be used by or on behalf of any third party; or (ii) is intended to be used by or on behalf of a third party, in which case such party hereto agrees to complete and execute forthwith a declaration in the Warrant Agent’s prescribed form as to the particulars of such third party.

(2)The Warrant Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Warrant Agent, in its sole judgment, determines that such act might cause it to be in non- compliance with any applicable anti-money laundering, anti-terrorist or economic sanctions legislation, regulation or guideline. Further, should the Warrant Agent, in its sole judgment, determine at any time that its acting under this Indenture has resulted in its being in non-compliance with any applicable anti-money laundering, anti-terrorist or economic sanctions legislation, regulation or guideline, then it shall have the right to resign on ten (10) days written notice to the other parties to this Indenture, provided

(i) that the Warrant Agent’s written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Warrant Agent’s satisfaction within such ten (10) day period, then such resignation shall not be effective.

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Section 9.13    Compliance with Privacy Code.

The parties acknowledge that the Warrant Agent may, in the course of providing services hereunder, collect or receive financial and other personal information about such parties and/or their representatives, as individuals, or about other individuals related to the subject matter hereof, and use such information for the following purposes:

(a)to provide the services required under this Indenture and other services that may be requested from time to time;

(b)to help the Warrant Agent manage its servicing relationships with such individuals;

(c)to meet the Warrant Agent’s legal and regulatory requirements; and

(d)if Social Insurance Numbers are collected by the Warrant Agent, to perform tax reporting and to assist in verification of an individual’s identity for security purposes.

Each party acknowledges and agrees that the Warrant Agent may, subject to applicable privacy laws, receive, collect, use and disclose personal information provided to it or acquired by it in the course of its acting as agent hereunder for the purposes described above and, generally, in the manner and on the terms described in its Privacy Code, which the Warrant Agent shall make available on its website, www.computershare.com, or upon request, including revisions thereto. The Warrant Agent may transfer personal information to other companies in or outside of Canada that provide data processing and storage or other support in order to facilitate the services it provides. Further, each party agrees that it shall not provide or cause to be provided to the Warrant Agent any personal information relating to an individual who is not a party to this Indenture unless the Corporation has assured itself that such individual understands and has consented to the aforementioned uses and disclosures.

Section 9.14    Securities Exchange Commission Certification

The Corporation confirms that it has either (i) a class of securities registered pursuant to Section 12 of the U.S. Exchange Act; or (ii) a reporting obligation pursuant to Section 15(d) of the U.S. Exchange Act, and has provided the Warrant Agent with an officers’ certificate (in a form provided by the Warrant Agent)1 certifying such reporting obligation and other information as requested by the Warrant Agent. The Corporation covenants that in the event that any such registration or reporting obligation shall be terminated by the Corporation in accordance with the U.S. Exchange Act, the Corporation shall promptly notify the Warrant Agent of such termination and such other information as the Warrant Agent may require at the time. The Corporation acknowledges that the Warrant Agent is relying upon the foregoing representation and covenants in order to meet certain SEC obligations with respect to those clients who are filing with the SEC.

1 Morton, please request this certificate form from the warrant agent

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ARTICLE 10 GENERAL

Section 10.1    Notice to the Corporation and the Warrant Agent.

(1)Unless herein otherwise expressly provided, any notice to be given hereunder to the Corporation or the Warrant Agent shall be deemed to be validly given if delivered, sent by registered letter, postage prepaid, if faxed or if emailed:

(a)If to the Corporation: enCore Energy Corp.

101 North Shoreline Boulevard, Suite 450

Corpus Christi, TX 78401

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Attention: Email:

Paul Goranson, CEO and Director

[Email redacted]

with a copy (which shall not constitute notice) to: Morton Law LLP

750 Pender Street West

Vancouver, BC V6C 2T8

Attention:     Edward Mayerhofer Email:    [Email redacted]

(c)    If to the Warrant Agent:

Computershare Trust Company of Canada 3rd Floor 510 Burrard St

Vancouver, BC V6C 3B9

Attention:    General Manager, Corporate Trust Email: corporatetrust.vancouver@computershare.com

and any such notice delivered in accordance with the foregoing shall be deemed to have been received and given on the date of delivery or, if mailed, on the fifth Business Day following the date of mailing such notice or, if faxed or emailed, on the next Business Day following the date of transmission.

(2)The Corporation or the Warrant Agent, as the case may be, may from time to time notify the other in the manner provided in Section 10.1(1) of a change of address which, from the effective date of such notice and until changed by like notice, shall be the address of the Corporation or the Warrant Agent, as the case may be, for all purposes of this Indenture.

(3)If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal employees, any notice to be given to the Warrant Agent or to the Corporation hereunder could reasonably be considered unlikely to reach its destination, such notice shall be valid and effective only if it is delivered to the named officer of the party

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to which it is addressed, as provided in Section 10.1(1), or given by facsimile or email or other means of prepaid, transmitted and recorded communication.

Section 10.2    Notice to Registered Warrantholders.

(1)Unless otherwise provided herein, notice to the Registered Warrantholders under the provisions of this Indenture shall be valid and effective if delivered or sent by ordinary prepaid post addressed to such holders at their post office addresses appearing on the register hereinbefore mentioned and shall be deemed to have been effectively received and given on the date of delivery or, if mailed, on the third Business Day following the date of mailing such notice. In the event that Warrants are held in the name of the Depository, a copy of such notice shall also be sent by electronic communication to the Depository and shall be deemed received and given on the day it is so sent.

(2)If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal employees, any notice to be given to the Registered Warrantholders hereunder could reasonably be considered unlikely to reach its destination, such notice shall be valid and effective only if it is delivered to such Registered Warrantholders to the address for such Registered Warrantholders contained in the register maintained by the Warrant Agent or such notice may be given, at the Corporation’s expense, by means of publication in the Globe and Mail, National Edition, or any other English language daily newspaper or newspapers of general circulation in Canada, in each two successive weeks, the first such notice to be published within 5 business days of such event, and any so notice published shall be deemed to have been received and given on the latest date the publication takes place.

(3)Accidental error or omission in giving notice or accidental failure to mail notice to any Warrantholder will not invalidate any action or proceeding founded thereon.

Section 10.3    Ownership of Warrants.

The Corporation and the Warrant Agent may deem and treat the Registered Warrantholders as the absolute owner thereof for all purposes, and the Corporation and the Warrant Agent shall not be affected by any notice or knowledge to the contrary except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction. The receipt of any such Registered Warrantholder of the Warrant Shares which may be acquired pursuant thereto shall be a good discharge to the Corporation and the Warrant Agent for the same and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction.

Section 10.4    Counterparts.

This Indenture may be executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution they shall be deemed to be dated as of the date hereof. Delivery of an executed copy of this Indenture by electronic facsimile transmission or other means of electronic communication capable of

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producing a printed copy will be deemed to be execution and delivery of this Indenture as of the date hereof.

Section 10.5    Satisfaction and Discharge of Indenture.

Upon the earlier of:

(1)the date by which there shall have been delivered to the Warrant Agent for exercise or cancellation all Warrants theretofore Authenticated hereunder, in the case of Warrant Certificates or Uncertificated Warrants, or by way of standard processing through the book entry registration system in the case of a CDS Warrant; and

(2)the Expiry Time;

and if all certificates or other entry on the register representing Warrant Shares required to be issued in compliance with the provisions hereof have been issued and delivered hereunder or to the Warrant Agent in accordance with such provisions, this Indenture shall cease to be of further effect and the Warrant Agent, on demand of and at the cost and expense of the Corporation and upon delivery to the Warrant Agent of a certificate of the Corporation stating that all conditions precedent to the satisfaction and discharge of this Indenture have been complied with, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. Notwithstanding the foregoing, the indemnities provided to the Warrant Agent by the Corporation hereunder shall remain in full force and effect and survive the termination of this Indenture.

Section 10.6    Provisions of Indenture and Warrants for the Sole Benefit of Parties and Registered Warrantholders.

Nothing in this Indenture or in the Warrants, expressed or implied, shall give or be construed to give to any person other than the parties hereto and the Registered Warrantholders, as the case may be, any legal or equitable right, remedy or claim under this Indenture, or under any covenant or provision herein or therein contained, all such covenants and provisions being for the sole benefit of the parties hereto and the Registered Warrantholders.

Section 10.7    Common Shares or Warrants Owned by the Corporation or its Subsidiaries - Certificate to be Provided.

For the purpose of disregarding any Warrants owned legally or beneficially by the Corporation in Section 7.16, the Corporation shall provide to the Warrant Agent, from time to time, a certificate of the Corporation setting forth as at the date of such certificate:

(a)the names (other than the name of the Corporation) of the Registered Warrantholders which, to the knowledge of the Corporation, are owned by or held for the account of the Corporation; and

(b)the number of Warrants owned legally or beneficially by the Corporation;

and the Warrant Agent, in making the computations in Section 7.16, shall be entitled to rely on such certificate without any additional evidence.

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Section 10.8    Severability

If, in any jurisdiction, any provision of this Indenture or its application to any party or circumstance is restricted, prohibited or unenforceable, such provision will, as to such jurisdiction, be ineffective only to the extent of such restriction, prohibition or unenforceability without invalidating the remaining provisions of this Indenture and without affecting the validity or enforceability of such provision in any other jurisdiction or without affecting its application to other parties or circumstances.

Section 10.9    Force Majeure

No party shall be liable to the other, or held in breach of this Indenture, if prevented, hindered, or delayed in the performance or observance of any provision contained herein by reason of act of God, riots, terrorism, acts of war, epidemics, governmental action or judicial order, earthquakes, or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures). Performance times under this Indenture shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section.

Section 10.10    Assignment, Successors and Assigns

Neither of the parties hereto may assign its rights or interest under this Indenture, except as provided in Section 9.8 in the case of the Warrant Agent, or as provided in Section 8.2 in the case of the Corporation. Subject thereto, this Indenture shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

Section 10.11    Rights of Rescission and Withdrawal for Holders

Should a holder of Warrants exercise any legal, statutory, contractual or other right of withdrawal or rescission that may be available to it, and the holder’s funds which were paid on exercise have already been released to the Corporation by the Warrant Agent, the Warrant Agent shall not be responsible for ensuring the exercise is cancelled and a refund is paid back to the holder. In such cases, the holder shall seek a refund directly from the Corporation and subsequently, the Corporation, upon surrender to the Corporation or the Warrant Agent of any underlying Warrant Shares or other securities that may have been issued, or such other procedure as agreed to by the parties hereto, shall instruct the Warrant Agent in writing, to cancel the exercise transaction and any such underlying Warrant Shares or other securities on the register, which may have already been issued upon the Warrant exercise. In the event that any payment is received from the Corporation by virtue of the holder being a shareholder for such Warrants that were subsequently rescinded, such payment must be returned to the Corporation by such holder. The Warrant Agent shall not be under any duty or obligation to take any steps to ensure or enforce the return of the funds pursuant to this section, nor shall the Warrant Agent be in any other way responsible in the event that any payment is not delivered or received pursuant to this section. Notwithstanding the foregoing, in the event that the Corporation provides the refund to the Warrant Agent for distribution to the holder, the Warrant Agent shall return such funds to the holder as soon as reasonably practicable, and in so doing, the Warrant Agent shall incur no liability with respect to the delivery or non-delivery of any such funds.

[signature page follows]

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IN WITNESS WHEREOF the parties hereto have executed this Indenture under the hands of their proper officers in that behalf as of the date first written above.

ENCORE ENERGY CORP.

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By:

Name: Title:

"W. Paul Goranson"

W. Paul Goranson Chief Executive Officer

COMPUTERSHARE TRUST COMPANY OF CANADA

By:

Name: Title:

"Ruibo Ni"

Ruibo Ni

Corporate Trust Officer

By:

Name: Title:

"Winny Lee"

Winny Lee

Professional Corporate Trust

A-1

SCHEDULE “A”

FORM OF WARRANT CERTIFICATE

WARRANT

To acquire Common Shares of

ENCORE ENERGY CORP.

A-2

Warrant

Certificate No.

(a company existing pursuant to the laws of British Columbia)

Certificate for

Warrants, each entitling the holder to acquire one (1) Common Share (subject to adjustment as provided for in the Warrant Indenture (as defined below)

CUSIP 29259W163 ISIN CA29259W1639

THIS IS TO CERTIFY THAT, for value received,

(the “Warrantholder”) is the registered holder of the number of common share purchase warrants (the “Warrants”) of enCore Energy Corp. (the “Corporation”) specified above, and is entitled, on exercise of these Warrants upon and subject to the terms and conditions set forth herein and in the Warrant Indenture, to purchase at any time before 5:00 p.m. (Toronto time) (the “Expiry Time”) on February 8, 2026, being the date that is 36 months following the Issue Date (the “Expiry Date”), one fully paid and non-assessable common share without par value in the capital of the Corporation as constituted on the date hereof (a “Common Share”) for each Warrant subject to adjustment in accordance with the terms of the Warrant Indenture.

The right to purchase Common Shares may only be exercised by the Warrantholder within the time set forth above by:

(a)duly completing and executing the exercise form (the “Exercise Form”) attached hereto; and

(b)surrendering this warrant certificate (the “Warrant Certificate”), with the Exercise Form to the Warrant Agent at one of the principal office of the Warrant Agent, in the City of Vancouver, British Columbia together with a certified cheque, bank draft or money order in the lawful money of Canada payable to or to the order of the Corporation in an amount equal to the purchase price of the Common Shares so subscribed for.

A-3

The surrender of this Warrant Certificate, the duly completed Exercise Form and payment as provided above will be deemed to have been effected only on personal delivery thereof to, or if sent by mail or other means of transmission on actual receipt thereof by, the Warrant Agent at its principal office as set out above.

Subject to adjustment thereof in the events and in the manner set forth in the Warrant Indenture hereinafter referred to, the exercise price payable for each Common Share upon the exercise of Warrants shall be $4.05 per Common Share (the “Exercise Price”).

Certificates for the Common Shares subscribed for will be mailed to the persons specified in the Exercise Form at their respective addresses specified therein or, if so specified in the Exercise Form, delivered to such persons at the office where this Warrant Certificate is surrendered. If fewer Common Shares are purchased than the number that can be purchased pursuant to this Warrant Certificate, the holder hereof will be entitled to receive without charge a new Warrant Certificate in respect of the balance of the Warrants not so exercised. No fractional Common Shares will be issued upon exercise of any Warrant.

This Warrant Certificate evidences Warrants of the Corporation issued or issuable under the provisions of a warrant indenture (which indenture together with all other instruments supplemental or ancillary thereto is herein referred to as the “Warrant Indenture”) dated as of February 8, 2023 among the Corporation and Computershare Trust Company of Canada, as Warrant Agent, to which Warrant Indenture reference is hereby made for particulars of the rights of the holders of Warrants, the Corporation and the Warrant Agent in respect thereof and the terms and conditions on which the Warrants are issued and held, all to the same effect as if the provisions of the Warrant Indenture were herein set forth, to all of which the holder, by acceptance hereof, assents. The Corporation will furnish to the holder, on request and without charge, a copy of the Warrant Indenture.

On presentation at the principal office of the Warrant Agent as set out above, subject to the provisions of the Warrant Indenture and on compliance with the reasonable requirements of the Warrant Agent, one or more Warrant Certificates may be exchanged for one or more Warrant Certificates representing in the aggregate an equal number of Warrants as are held under the Warrant Certificate(s) so exchanged.

The Warrant Indenture contains provisions for the adjustment of the Exercise Price payable for each Common Share upon the exercise of Warrants and the number of Common Shares issuable upon the exercise of Warrants in the events and in the manner set forth therein.

The Warrant Indenture also contains provisions making binding on all holders of Warrants outstanding thereunder resolutions passed at meetings of holders of Warrants held in accordance with the provisions of the Warrant Indenture and instruments in writing signed by Warrantholders of Warrants holding a specific majority of the Warrants.

Pursuant to Section 3.11 of the Warrant Indenture, if at any time following the initial effectiveness of the shelf registration statement filed with the United States Securities Commission under the

U.S. Securities Act of 1933 registering the issuance and sale, from time to time, of Common Shares to be offered from time to time upon exercise of Warrants (the “Registration Statement”) and prior to the Expiry Date, the Corporation determines that such Registration Statement filed with the United States Securities and Exchange Commission is not effective, the Corporation shall promptly provide written notice of such determination to the Warrant Agent. Upon receipt of such notice, the Warrant Agent shall provide a copy thereof to each Warrantholder, and confirm in

A-4

writing that the then outstanding Warrants may, for a period beginning immediately and ending upon the earlier of (X) the Registration Statement becoming effective and any prospectus supplement necessary thereto having been filed or (Y) the Expiry Date, also be exercised by means of a “cashless exercise” whereby, during such period, the Warrantholder shall be entitled to receive a certificate for the number of Common Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (a) (A) equals the Current Market Price on the trading day immediately preceding the date of the receipt by the Warrant Agent of the notice of exercise; (b)

(B) equals the Exercise Price of each Warrant, as adjusted; and (c) (X) equals the number of Warrant Shares issuable upon exercise of the Warrants in accordance with their terms by means of a cash exercise rather than a cashless exercise.

Nothing contained in this Warrant Certificate, the Warrant Indenture or elsewhere shall be construed as conferring upon the holder hereof any right or interest whatsoever as a holder of Common Shares or any other right or interest except as herein and in the Warrant Indenture expressly provided. In the event of any discrepancy between anything contained in this Warrant Certificate and the terms and conditions of the Warrant Indenture, the terms and conditions of the Warrant Indenture shall govern.

Warrants may only be transferred in compliance with the conditions of the Warrant Indenture on the register to be kept by the Warrant Agent in Vancouver, British Columbia or such other registrar as the Corporation, with the approval of the Warrant Agent, may appoint at such other place or places, if any, as may be designated, upon surrender of this Warrant Certificate to the Warrant Agent or other registrar accompanied by a written instrument of transfer in form and execution satisfactory to the Warrant Agent or other registrar and upon compliance with the conditions prescribed in the Warrant Indenture and with such reasonable requirements as the Warrant Agent or other registrar may prescribe and upon the transfer being duly noted thereon by the Warrant Agent or other registrar. Time is of the essence hereof.

This Warrant Certificate will not be valid for any purpose until it has been countersigned by or on behalf of the Warrant Agent from time to time under the Warrant Indenture.

The parties hereto have declared that they have required that these presents and all other documents related hereto be in the English language. Les parties aux présentes déclarent qu’elles ont exigé que la présente convention, de même que tous les documents s’y rapportant, soient rédigés en anglais.

Any capitalized term in this Warrant Certificate that is not otherwise defined herein, shall have the meaning ascribed thereto in the Warrant Indenture.

A-5

IN WITNESS WHEREOF the Corporation has caused this Warrant Certificate to be duly executed as of     , 202 .

ENCORE ENERGY CORP.

By:         Authorized Signatory

Countersigned and Registered by:	COMPUTERSHARE TRUST COMPANY OF CANADA<br><br><br><br>By:         Name:<br><br>Title:
A-6
---

FORM OF TRANSFER

To:    Computershare Trust Company of Canada

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers to

(print name and address) the Warrants represented by this Warrant Certificate and hereby irrevocably constitutes and appoints      as its attorney with full power of substitution to transfer the said securities on the appropriate register of the Warrant Agent.

Any capitalized term in this Warrant Certificate that is not otherwise defined herein, shall have the meaning ascribed thereto in the Warrant Indenture.

[Remainder of page intentionally left blank]

A-7

DATED this day of    , 20 .

SPACE FOR GUARANTEES OF SIGNATURES (BELOW)	)<br><br>)<br><br>)<br><br>)	Signature of Transferor
Guarantor’s Signature/Stamp	)<br><br>)<br><br>)	Name of Transferor

REASON FOR TRANSFER – For US Residents only (where the individual(s) or corporation receiving the securities is a US resident). Please select only one (see instructions below).

Gift     Estate     Private Sale     Other (or no change in ownership)

Date of Event (Date of gift, death or sale): Value per Warrant on the date of event:

CAD OR USD

CERTAIN REQUIREMENTS RELATING TO TRANSFERS – READ CAREFULLY

The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement, or any change whatsoever. All securityholders or a legally authorized representative must sign this form. The signature(s) on this form must be guaranteed in accordance with the transfer agent’s then current guidelines and requirements at the time of transfer. Notarized or witnessed signatures are not acceptable as guaranteed signatures. As at the time of closing, you may choose one of the following methods (although subject to change in accordance with industry practice and standards):

•Canada and the USA: A Medallion Signature Guarantee obtained from a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Many commercial banks, savings banks, credit unions, and all broker dealers participate in a Medallion Signature Guarantee Program. The Guarantor must affix a stamp bearing the actual words “Medallion Guaranteed”, with the correct prefix covering the face value of the certificate.

•Canada: A Signature Guarantee obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust. The Guarantor must affix a stamp bearing the actual words “Signature Guaranteed”, sign and print their full name and alpha numeric signing number. Signature Guarantees are not accepted from Treasury Branches, Credit Unions or Caisse Populaires unless they are members of a Medallion Signature Guarantee Program. For corporate holders, corporate signing resolutions,

A-8

including certificate of incumbency, are also required to accompany the transfer, unless there is a “Signature & Authority to Sign Guarantee” Stamp affixed to the transfer (as opposed to a

A-9

“Signature Guaranteed” Stamp) obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust or a Medallion Signature Guarantee with the correct prefix covering the face value of the certificate.

•Outside North America: For holders located outside North America, present the certificates(s) and/or document(s) that require a guarantee to a local financial institution that has a corresponding Canadian or American affiliate which is a member of an acceptable Medallion Signature Guarantee Program. The corresponding affiliate will arrange for the signature to be over-guaranteed.

OR

The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement, or any change whatsoever. The signature(s) on this form must be guaranteed by an authorized officer of Royal Bank of Canada, Scotia Bank or TD Canada Trust whose sample signature(s) are on file with the transfer agent, or by a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Notarized or witnessed signatures are not acceptable as guaranteed signatures. The Guarantor must affix a stamp bearing the actual words: “SIGNATURE GUARANTEED”, “MEDALLION GUARANTEED” OR “SIGNATURE &

AUTHORITY TO SIGN GUARANTEE”, all in accordance with the transfer agent’s then current guidelines and requirements at the time of transfer. For corporate holders, corporate signing resolutions, including certificate of incumbency, will also be required to accompany the transfer unless there is a “SIGNATURE & AUTHORITY TO SIGN GUARANTEE” Stamp affixed to the Form of Transfer obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust or a “MEDALLION GUARANTEED” Stamp affixed to the Form of Transfer, with the correct prefix covering the face value of the certificate.

REASON FOR TRANSFER – FOR US RESIDENTS ONLY

Consistent with US IRS regulations, Computershare Trust Company of Canada is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place).

B-1

SCHEDULE “B” EXERCISE FORM

TO:    enCore Energy Corp.

AND TO:    Computershare Trust Company of Canada 3rd Floor, 510 Burrard St

Vancouver, BC V6B 3B9

The undersigned holder of the Warrants evidenced by this Warrant Certificate hereby exercises the right to acquire:

Common Shares of enCore Energy Corp. pursuant to the right of such holder to be issued, and hereby subscribes for, the Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Indenture for an aggregate exercise price of     ; or

Common Shares of enCore Energy Corp., if permitted pursuant to Section 3.3 of the Warrant Indenture, by means of a “cashless exercise” whereby, during the applicable period, the Warrantholder shall be entitled to receive a certificate for the number of Common Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where (i) (A) equals the Current Market Price on the trading day immediately preceding the date of the receipt by the Warrant Agent of the notice of exercise; (ii) (B) equals the Exercise Price of each Warrant, as adjusted; and (iii) (X) equals the number of Common Shares issuable upon exercise of the Warrants in accordance with their terms by means of a cash exercise rather than a cashless.

The undersigned hereby acknowledges that the undersigned is aware that the Common Shares received on exercise may be subject to restrictions on resale under applicable securities legislation.

Any capitalized term in this Warrant Certificate that is not otherwise defined herein, shall have the meaning ascribed thereto in the Warrant Indenture.

The undersigned hereby exercises the right of such holder to be issued, and hereby subscribes for, Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Warrant Indenture.

The undersigned hereby irrevocably directs that the said Common Shares be issued, registered and delivered as follows:

Name(s) in Full and Social Insurance Number(s)<br><br>(if applicable)	Address(es)	Number of Common Shares

B-2

    

Please print full name in which certificates representing the Common Shares are to be issued. If any Common Shares are to be issued to a person or persons other than the registered holder, the registered holder must pay to the Warrant Agent all eligible transfer taxes or other government charges, if any, and the Form of Transfer must be duly executed.

Once completed and executed, this Exercise Form must be mailed or delivered to

Computershare Trust Company of Canada, c/o General Manager, Corporate Trust.

[execution page follows]

B-3

DATED this     day of     , 20 .

Witness	)<br><br>)<br><br>)<br><br>)<br><br>)<br><br>)<br><br>)		(Signature of Warrantholder, to be the same as appears on the face of this Warrant Certificate)
		Name of Registered Warrantholder

Please check if the certificates representing the Common Shares are to be delivered at the office where this Warrant Certificate is surrendered, failing which such certificates will be mailed to the address set out above. Certificates will be delivered or mailed as soon as practicable after the surrender of this Warrant Certificate to the Warrant Agent.

Document

Exhibit 4.3

ENCORE ENERGY CORP.

as the Corporation and

COMPUTERSHARE TRUST COMPANY OF CANADA

as the Warrant Agent

WARRANT INDENTURE

Providing for the Issue of Warrants

Dated as of December 6, 2022

Exhibit 4.3

TABLE OF CONTENTS

Page No.

ARTICLE 1 INTERPRETATION

Section 1.1Definitions.2

Section 1.2Gender and Number6

Section 1.3Headings, Etc6

Section 1.4Day not a Business Day.7

Section 1.5Time of the Essence7

Section 1.6Monetary References.7

Section 1.7Applicable Law7

ARTICLE 2 ISSUE OF WARRANTS

Section 2.1Creation and Issue of Warrants.7

Section 2.2Terms of Warrants7

Section 2.3Warrantholder not a Shareholder8

Section 2.4Warrants to Rank Pari Passu8

Section 2.5Form of Warrants, Warrant Certificates8

Section 2.6CDS Warrants9

Section 2.7Authentication11

Section 2.8Legends.12

Section 2.9Register of Warrants14

Section 2.10Issue in Substitution for Warrant Certificates Lost, etc.15

Section 2.11Exchange of Warrant Certificates.16

Section 2.12Transfer and Ownership of Warrants16

Section 2.13Cancellation of Surrendered Warrants17

ARTICLE 3 EXERCISE OF WARRANTS

Section 3.1Right of Exercise17

Section 3.2Warrant Exercise18

Section 3.3    Prohibition on Exercise by Persons in the United States and U.S. Persons    20

Section 3.4Transfer Fees and Taxes.21

Section 3.5Warrant Agency.21

Section 3.6Effect of Exercise of Warrant Certificates21

Section 3.7Partial Exercise of Warrants; Fractions.22

Section 3.8Expiration of Warrants22

Section 3.9Accounting and Recording22

Section 3.10Securities Restrictions22

ARTICLE 4

ADJUSTMENT OF NUMBER OF WARRANT SHARES AND EXERCISE PRICE

Section 4.1Adjustment of Number of Warrant Shares and Exercise Price23

Section 4.2Entitlement to Warrant Shares on Exercise of Warrant27

Section 4.3No Adjustment for Certain Transactions.27

Section 4.4Determination by Independent Firm27

Exhibit 4.3

{00017193:5}

TABLE OF CONTENTS

Page No.

Section 4.5Proceedings Prior to any Action Requiring Adjustment27

Section 4.6Certificate of Adjustment28

Section 4.7Notice of Special Matters28

Section 4.8No Action after Notice.28

Section 4.9Other Action28

Section 4.10Protection of Warrant Agent29

Section 4.11Participation by Warrantholder29

ARTICLE 5

RIGHTS OF THE CORPORATION AND COVENANTS

Section 5.1Optional Purchases by the Corporation29

Section 5.2General Covenants30

Section 5.3Warrant Agent’s Remuneration and Expenses31

Section 5.4Performance of Covenants by Warrant Agent31

Section 5.5Enforceability of Warrants.31

ARTICLE 6 ENFORCEMENT

Section 6.1Suits by Registered Warrantholders.31

Section 6.2Suits by the Corporation32

Section 6.3Immunity of Shareholders, etc.32

Section 6.4Waiver of Default32

ARTICLE 7

MEETINGS OF REGISTERED WARRANTHOLDERS

Section 7.1Right to Convene Meetings.32

Section 7.2Notice33

Section 7.3Chairperson33

Section 7.4Quorum33

Section 7.5Power to Adjourn.34

Section 7.6Show of Hands34

Section 7.7Poll and Voting.34

Section 7.8Regulations.34

Section 7.9Corporation and Warrant Agent May be Represented35

Section 7.10Powers Exercisable by Extraordinary Resolution.35

Section 7.11Meaning of Extraordinary Resolution.36

Section 7.12Powers Cumulative36

Section 7.13Minutes37

Section 7.14Instruments in Writing37

Section 7.15Binding Effect of Resolutions.37

Section 7.16Holdings by Corporation Disregarded.37

ARTICLE 8SUPPLEMENTAL INDENTURES

Section 8.1Provision for Supplemental Indentures for Certain Purposes37

Section 8.2Successor Entities.39

Exhibit 4.3

TABLE OF CONTENTS

Page No.

ARTICLE 9 CONCERNING THE WARRANT AGENT

Section 9.1Warrant Indenture Legislation.39

Section 9.2Rights and Duties of Warrant Agent39

Section 9.3Evidence, Experts and Advisers.40

Section 9.4Documents, Monies, etc. Held by Warrant Agent41

Section 9.5Actions by Warrant Agent to Protect Interest41

Section 9.6Warrant Agent Not Required to Give Security.41

Section 9.7Protection of Warrant Agent41

Section 9.8Replacement of Warrant Agent; Successor by Merger43

Section 9.9Acceptance of Agency44

Section 9.10Warrant Agent Not to be Appointed Receiver.44

Section 9.11Warrant Agent Not Required to Give Notice of Default44

Section 9.12Anti-Money Laundering44

Section 9.13Compliance with Privacy Code.45

Section 9.14Securities Exchange Commission Certification45

ARTICLE 10 GENERAL

Section 10.1Notice to the Corporation and the Warrant Agent46

Section 10.2Notice to Registered Warrantholders.47

Section 10.3Ownership of Warrants.47

Section 10.4Counterparts47

Section 10.5Satisfaction and Discharge of Indenture48

Section 10.6Provisions of Indenture and Warrants for the Sole Benefit of Parties and Registered Warrantholders.48

Section 10.7    Common Shares or Warrants Owned by the Corporation or its

Subsidiaries - Certificate to be Provided.    48

Section 10.8Severability49

Section 10.9Force Majeure49

Section 10.10Assignment, Successors and Assigns49

Section 10.11Rights of Rescission and Withdrawal for Holders49

Exhibit 4.3

SCHEDULES SCHEDULE “A” – FORM OF WARRANT CERTIFICATE SCHEDULE “B” – EXERCISE FORM

SCHEDULE “C” – FORM OF DECLARATION OF REMOVAL OF LEGEND

Exhibit 4.3

WARRANT INDENTURE

THIS WARRANT INDENTURE is dated as of December 6, 2022.

BETWEEN:

ENCORE ENERGY CORP., a company existing under the laws of British Columbia (the “Corporation”)

• and -

COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company existing under the laws of Canada and authorized to carry on business in all provinces of Canada (the “Warrant Agent”)

Exhibit 4.3

WHEREAS in connection with a “private placement” offering (the “Offering”) by the Corporation of: (i) on a non-brokered basis, subscription receipts of the Corporation (the “Subscription Receipts”); and (ii) on a brokered basis, Subscription Receipts pursuant to the terms and conditions of an underwriting agreement (the “Underwriting Agreement”) dated December 6, 2022 among Canaccord Genuity Corp. (“Canaccord” or the “Lead Underwriter”), Haywood Securities Inc., Cantor Fitzgerald Canada Corporation PI Financial Corp., Clarus Securities Inc., and Red Cloud Securities Inc. (each individually an “Underwriter” and collectively with the Lead Underwriter, the “Underwriters”) and the Corporation, the Corporation intends to issue up to a maximum of 23,333,333 Subscription Receipts at a price of $3.00 per Subscription Receipt (the “Offering Price”);

AND WHEREAS each Subscription Receipt shall automatically, for no further consideration and subject to the terms and conditions set out in the Subscription Receipt Agreement (as defined herein), convert into one unit of the Corporation (each a “Unit”) on the Release Date (as defined herein), subject to adjustment;

AND WHEREAS each Unit shall be comprised of one (1) Common Share (as defined herein) and one (1) Warrant (as defined herein), with each Warrant entitling the holder thereof to subscribe for and purchase, subject to adjustment, one Common Share (each, a “Warrant Share”) at the Exercise Price (as defined herein) prior to the Expiry Time (as defined herein) and upon the terms and conditions hereinafter set forth;

AND WHEREAS the Corporation is proposing to issue up to 23,333,333 Warrants (as defined herein) pursuant to this Indenture;

AND WHEREAS all acts and deeds necessary have been done and performed to make the Warrants, when created and issued as provided in this Indenture, legal, valid and binding upon the Corporation with the benefits and subject to the terms of this Indenture;

AND WHEREAS the foregoing recitals are made as representations and statements of fact by the Corporation and not by the Warrant Agent; and

NOW THEREFORE, in consideration of the premises and mutual covenants hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Corporation hereby appoints the Warrant Agent as warrant agent to hold the rights, interests and benefits contained herein for and on behalf of

Exhibit 4.3

those persons who from time to time become the holders of Warrants issued pursuant to this Indenture and the parties hereto agree as follows:

ARTICLE 1 INTERPRETATION

Section 1.1    Definitions.

In this Indenture, including the recitals and schedules hereto, and in all indentures supplemental hereto:

“Adjustment Period” means the period from the date hereof up to and including the Expiry Time;

“Applicable Legislation” means any statute of Canada or a province thereof, and the regulations under any such named or other statute, relating to warrant indentures or to the rights, duties and obligations of warrant agents under warrant indentures, to the extent that such provisions are at the time in force and applicable to this Indenture;

"Applicable Procedures” means (i) with respect to any transfer or exchange of beneficial ownership interests in or the exercise of Warrants represented by an Uncertificated Warrant held by the Depository through the book entry registration system, the applicable rules, procedures or practices of the Depository and the Warrant Agent in effect at the time being, and (ii) with respect to any issuance, deposit or withdrawal of Warrants from or to an electronic position evidencing a beneficial ownership interest in Warrants represented by an Uncertificated Warrant held by the Depository through the book entry registration system, the rules, procedures or practices followed by the Depository and the Warrant Agent at the time being with respect to the issuance, deposit or withdrawal of such positions;

“Applicable Securities Laws” means the applicable securities laws and regulations of each of the provinces and territories of Canada, and the applicable federal and state securities laws and regulations of the United States, together with all related rules, policies, notices and orders of applicable regulatory authorities;

“Auditors” means a firm of chartered professional accountants duly appointed as auditors of the Corporation, from time to time;

“Authenticated” means (a) with respect to the issuance of a Warrant Certificate, one which has been duly signed by the Corporation or on which the signatures of the Corporation have been printed, lithographed or otherwise mechanically reproduced and authenticated by signature of an authorized officer of the Warrant Agent, and (b) with respect to the issuance of an Uncertificated Warrant, one in respect of which the Warrant Agent has completed all Internal Procedures such that the particulars of such Uncertificated Warrant as required by Section 2.7 are entered in the register of holders of Warrants, “Authenticate”, “Authenticating” and “Authentication” have the appropriate correlative meanings;

“Book Entry Participants” means institutions or individuals that participate directly or indirectly in the Depository’s book entry registration system for the Warrants;

Exhibit 4.3

"book entry registration system” means the electronic system for clearing, depository and entitlement services operated by the Depository;

“Business Day” means any day other than Saturday, Sunday or a statutory or civic holiday, or any other day on which banks are not open for business in the City of Toronto, Ontario and in the City of Vancouver, British Columbia, and shall be a day on which the TSXV is open for trading;

“CDS Warrants” means Warrants representing all or a portion of the aggregate number of Warrants issued in the name of the Depository represented by an Uncertificated Warrant, or if requested by the Depository or the Corporation, by a Warrant Certificate;

“CDSX” means the settlement and clearing system of CDS Clearing and Depository Services Inc. for equity and debt securities in Canada;

“Common Share Reorganization” has the meaning set forth in Section 4.1(a);

“Common Shares” means, subject to Article 4, fully paid and non-assessable common shares in the capital of the Corporation as presently constituted;

“Confirmation” has the meaning set for in Section 3.2(3);

“Corporation” means enCore Energy Corp. or any successor entity thereto;

“Counsel” means a barrister and/or solicitor or a firm of barristers and/or solicitors retained by the Warrant Agent or retained by the Corporation, acceptable to the Warrant Agent, which may or may not be counsel for the Corporation;

“Current Market Price” of a Common Share at any date means the price per share equal to the volume weighted average trading price at which the Common Shares have traded on the TSXV or any stock exchange or, if the Common Shares are not listed on a stock exchange, then on the over-the-counter market, during the twenty (20) consecutive Trading Days prior to the relevant date, with the volume weighted average price per Common Share being determined by dividing the aggregate sale price of all Common Shares sold on the said exchange or market, as the case may be, during the said twenty (20) consecutive Trading Days by the aggregate number of Common Shares so sold or, if the Common Shares are not listed or quoted on any stock exchange or over-the-counter market, then the Current Market Price shall be determined by such firm of independent chartered accountants as may be selected by the directors of the Corporation, acting reasonably;

“Depository” means CDS Clearing and Depository Services Inc. or such other person as is designated in writing by the Corporation to act as depository in respect of the Warrants;

“Dividends” means any dividends paid by the Corporation on its Common Shares; “Effective Date” means the date of this Indenture;

“Escrow Release Conditions” has the meaning ascribed to that term in the Subscription Receipt Agreement;

Exhibit 4.3

“Escrow Release Deadline” has the meaning ascribed to that term in the Subscription Receipt Agreement;

“Exchange Rate” means the number of Warrant Shares subject to the right of purchase under each Warrant, which, at the date of this Indenture, is one (1) Warrant Share;

“Exercise Date” means, in relation to a Warrant, the Business Day on which such Warrant is validly exercised or deemed to be validly exercised in accordance with Article 3 hereof;

“Exercise Notice” has the meaning set forth in Section 3.2(1);

“Exercise Price” at any time means the price at which a Warrant Share may be purchased by the exercise of a Warrant, which is initially $3.75 per Warrant Share, payable in immediately available Canadian funds, subject to adjustment in accordance with the provisions of this Indenture;

“Expiry Date” means the date that is 3 years following the Release Date, with such date to be confirmed by the Corporation to the Warrant Agent by written notice;

“Expiry Time” means 5:00 p.m. (Toronto time) on the Expiry Date or, in respect of CDS Warrants, such earlier time on the Expiry Date as may be required by the Depository pursuant to their internal procedures;

“Extraordinary Resolution” has the meaning set forth in Section 7.11(1);

"Internal Procedures" means in respect of the making of any one or more entries to, changes in or deletions of any one or more entries in the register (including without limitation, original issuance or registration of transfer of ownership) based on the Warrant Agent’s then current internal procedures customary for such entry, change or deletion;

“Issue Date” means the date of issuance of the Warrants by the Corporation;

“Offering” means the issue and sale of up to 23,333,333 Subscription Receipts by the Corporation on a private placement basis at the Offering Price;

“person” means an individual, body corporate, partnership, limited liability company, trust, warrant agent, executor, administrator, legal representative or any unincorporated organization;

“QIB Purchaser” means a Qualified Institutional Buyer who first purchased Subscription Receipts on the date of original issuance of the Subscription Receipts and who, in connection with such purchase, executed a U.S. Subscription Agreement;

“Qualified Institutional Buyer” means a qualified institutional buyer as that term is defined in Rule 144A under the U.S. Securities Act;

“register” means the one set of records and accounts maintained by the Warrant Agent pursuant to Section 2.9;

“Registered Warrantholders” means the persons who are registered owners of Warrants as such names appear on the register, and for greater certainty, shall include the Depository;

Exhibit 4.3

“Regulation S” means Regulation S as promulgated by the United States Securities and Exchange Commission under the U.S. Securities Act;

“Release Date” has the meaning ascribed to that term in the Subscription Receipt Agreement; “Rights Offering” has the meaning set forth in Section 4.1(b);

“Shareholders” means holders of Common Shares;

“Subscription Receipts” means the subscription receipts issued by the Corporation pursuant to the Offering;

“Subscription Receipt Agreement” means the subscription receipt agreement dated December 6, 2022 among the Corporation, Computershare Trust Company of Canada, as subscription receipt agent, and the Lead Underwriter on behalf of the Underwriters;

“Tax Act” means the Income Tax Act (Canada) and the regulations thereunder;

“this Warrant Indenture”, “this Indenture”, “hereto”, “herein”, “hereby”, “hereof” and similar expressions mean and refer to this Indenture and any indenture, deed or instrument supplemental hereto; and the expressions “Article”, “Section”, “subsection” and “paragraph” followed by a number, letter or both mean and refer to the specified article, section, subsection or paragraph of this Indenture;

“Trading Day” means, with respect to the TSXV a day on which such exchange is open for the transaction of business and with respect to another exchange or an over-the-counter market means a day on which such exchange or market is open for the transaction of business;

“TSXV” means the TSX Venture Exchange;

“Uncertificated Warrant” means any Warrant which is not evidenced by a Warrant Certificate;

“United States” or “U.S.” means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia;

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended; “U.S. Person” means a U.S. person as that term is defined in Rule 902(k) of Regulation S; “U.S. Securities Act” means the United States Securities Act of 1933, as amended;

“U.S. Subscription Agreement” means a subscription agreement delivered to and executed by QIB Purchasers of the Subscription Receipts in the United States or that are U.S. Persons;

“U.S. Warrantholder” means any registered Warrantholder that is a U.S. Person or is a person in the United States, was offered Warrants within the United States, acquired Warrants in the United States or for the account or benefit of any U.S. Person or person in the United States, or placed its order to purchase Warrants from within the United States;

Exhibit 4.3

“Warrant Agency” means the principal office of the Warrant Agent in the City of Vancouver, British Columbia, or such other place as may be designated in accordance with Section 3.5;

“Warrant Agent” means Computershare Trust Company of Canada, in its capacity as warrant agent of the Warrants, or its successors from time to time;

“Warrant Certificate” means a certificate, substantially in the form set forth in Schedule “A” hereto, to evidence those Warrants that will be evidenced by a certificate;

“Warrant Share” has the meaning, subject to Article 4, set forth in the recitals above;

“Warrantholders”, or “holders” without reference to Warrants, means the warrantholders as and in respect of Warrants registered in the name of the Depository and includes owners of Warrants who beneficially hold securities entitlements in respect of the Warrants through a Book Entry Participant or means, at a particular time, the persons entered in the register hereinafter mentioned as holders of Warrants outstanding at such time;

“Warrantholders’ Request” means an instrument signed in one or more counterparts by Registered Warrantholders holding in the aggregate not less than 50% of the aggregate number of Warrants then unexercised and then-outstanding, requesting the Warrant Agent to take some action or proceeding specified therein; and

“Warrants” means the Common Share purchase warrants created by and authorized by and issuable under this Indenture, to be issued and countersigned hereunder as a Warrant Certificate and/or Uncertificated Warrant or held through the book entry registration system pursuant to CDS Warrants, entitling the holder or holders thereof to purchase up to 23,333,333 Warrant Shares (subject to adjustment as herein provided) at the Exercise Price prior to the Expiry Time and, where the context so requires, also means the Warrants issued and Authenticated hereunder, whether by way of Warrant Certificate or Uncertificated Warrant;

“written order of the Corporation”, “written request of the Corporation”, “written consent of the “Corporation” and “certificate of the Corporation” mean, respectively, a written order, request, consent and certificate signed in the name of the Corporation by any one duly authorized signatory of the Corporation and may consist of one or more instruments so executed.

Section 1.2    Gender and Number.

Words importing the singular number or masculine gender shall include the plural number or the feminine or neuter genders, and vice versa.

Section 1.3    Headings, Etc.

The division of this Indenture into Articles and Sections, the provision of a Table of Contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Indenture or of the Warrants.

Exhibit 4.3

Section 1.4    Day not a Business Day.

If any day on or before which any action or notice is required to be taken or given hereunder is not a Business Day, then such action or notice shall be required to be taken or given on or before the requisite time on the next succeeding day that is a Business Day.

Section 1.5    Time of the Essence.

Time shall be of the essence in this Indenture and each Warrant.

Section 1.6    Monetary References.

Whenever any amounts of money are referred to herein, such amounts shall be deemed to be in lawful money of Canada unless otherwise expressed.

Section 1.7    Applicable Law.

This Indenture, the Warrants, the Warrant Certificates (including all documents relating thereto, which by common accord have been and will be drafted in English) shall be construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein and shall be treated in all respects as British Columbia contracts. Each of the parties hereto, which shall include the Warrantholders, irrevocably attorns to the exclusive jurisdiction of the courts of the Province of British Columbia with respect to all matters arising out of this Indenture and the transactions contemplated herein.

ARTICLE 2 ISSUE OF WARRANTS

Section 2.1    Creation and Issue of Warrants.

Up to 23,333,333 Warrants (subject to adjustment as herein provided) are hereby authorized to be created and issued on the Issue Date in accordance with the terms and conditions hereof. On the Release Date, the Warrant Agent shall deliver Warrants in certificated or uncertificated form pursuant to Section 2.5 hereof to Registered Warrantholders and record the name of the Registered Warrantholders on the Warrant register. Registration of interests in Warrants held by the Depository may be evidenced by a position appearing on the register for Warrants of the Warrant Agent for an amount representing the aggregate number of such Warrants outstanding from time to time.

Section 2.2    Terms of Warrants.

(1)Subject to the applicable conditions for exercise set out in Article 3 having been satisfied and subject to adjustment in accordance herewith, each whole Warrant shall entitle each Warrantholder thereof, upon exercise at any time after the Issue Date and prior to the Expiry Time, to acquire one (1) Warrant Share upon payment of the Exercise Price.

(2)No fractional Warrants shall be issued or otherwise provided for hereunder and Warrants may only be exercised in a sufficient number to acquire whole numbers of

Exhibit 4.3

Warrant Shares. Any fractional Warrants shall be rounded down to the nearest whole number and no consideration shall be paid for any such fractional Warrant.

(3)Each whole Warrant shall entitle the holder thereof to such other rights and privileges as are set forth in this Indenture.

(4)The number of Warrant Shares which may be purchased pursuant to the Warrants and the Exercise Price therefor shall be adjusted upon the events and in the manner specified in Section 4.1.

(5)Neither the Corporation nor the Warrant Agent shall have any obligation to deliver Warrant Shares upon the exercise of any Warrant if the person to whom such shares are to be delivered is a resident of a country or political subdivision thereof in which the Warrant Shares may not lawfully be issued pursuant to applicable securities legislation. The Corporation or the Warrant Agent may require any person to provide proof of an applicable exemption from such applicable securities legislation to the Corporation and Warrant Agent before Warrant Shares are delivered pursuant to the exercise of any Warrant.

Section 2.3    Warrantholder not a Shareholder.

Except as may be specifically provided herein, nothing in this Indenture or in the holding of a Warrant Certificate, entitlement to a Warrant or otherwise, shall, in itself, confer or be construed as conferring upon a Warrantholder any right or interest whatsoever as a Shareholder, including, but not limited to, the right to vote at, to receive notice of, or to attend, meetings of Shareholders or any other proceedings of the Corporation, or the right to Dividends and other allocations paid by the Corporation.

Section 2.4    Warrants to Rank Pari Passu.

All Warrants shall rank equally and without preference over each other, whatever may be the actual date of issue thereof.

Section 2.5    Form of Warrants, Warrant Certificates.

(1)The Warrants may be issued in both certificated and uncertificated form. Each Warrant originally issued to a U.S. Warrantholder, will be evidenced in certificated form only. All Warrants issued in certificated form shall be evidenced by a Warrant Certificate (including all replacements issued in accordance with this Indenture), substantially in the form and bearing the applicable legends as set out in Schedule “A” hereto, which shall be dated as of the Issue Date, shall bear such distinguishing letters and numbers as the Corporation may, with the approval of the Warrant Agent, prescribe, and shall be issuable in any denomination excluding fractions. All Warrants issued to the Depository may be in uncertificated form, such uncertificated form being evidenced by a book position on the register of Warrantholders to be maintained by the Warrant Agent in accordance with Section 2.6.

(2)Each Warrantholder by purchasing such Warrant acknowledges and agrees that the terms and conditions set forth in the form of the Warrant Certificate set out in Schedule “A” hereto shall apply to all Warrants and Warrantholders regardless of whether such

Exhibit 4.3

Warrants are issued in certificated or uncertificated form or whether such Warrantholders are Registered Warrantholders or owners of Warrants who beneficially hold security entitlements in respect of the Warrants through a Depository.

Section 2.6    CDS Warrants.

(1)Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system, subject to Applicable Procedures, and no Warrant Certificates shall be issued in respect of such Warrants. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9. Notwithstanding any terms set out herein, Warrants held in the name of the Depository having any legend set forth in Section 2.8 herein may only be held in the form of Uncertificated Warrants with the prior consent of the Warrant Agent and in accordance Internal Procedures of the Warrant Agent.

(2)Notwithstanding any other provision in this Indenture, no CDS Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Warrants or a nominee thereof unless:

(a)the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the CDS Warrants and the Corporation is unable to locate a qualified successor;

(b)the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the CDS Warrants and the Corporation is unable to locate a qualified successor;

(c)the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;

(d)the Corporation determines that the Warrants shall no longer be held as CDS Warrants through the Depository;

(e)such right is required by Applicable Legislation as determined by the Corporation and the Corporation’s Counsel;

(f)the Warrant is to be Authenticated to or for the account or benefit of a person in the United States or a U.S. Person; or

(g)such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent,

following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the holder. The Corporation shall provide a certificate executed by an officer of the

Exhibit 4.3

Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(2)(a)–(f).

(3)Subject to the provisions of this Section 2.6, any exchange of CDS Warrants for Warrants which are not CDS Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Warrants) as the CDS Warrants or portion thereof surrendered upon such exchange.

(4)Every Warrant that is Authenticated upon registration or transfer of a CDS Warrant, or in exchange for or in lieu of a CDS Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant.

(5)Notwithstanding anything to the contrary in this Indenture, subject to Applicable Legislation, the CDS Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.

(6)The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by Applicable Legislation and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the Applicable Procedures of the Depository.

(7)Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:

(a)the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);

(b)maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or

(c)any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository, including Applicable Procedures, or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Participant.

Exhibit 4.3

(8)The Corporation may terminate the application of this Section 2.6 in its sole discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.

Section 2.7    Authentication.

(1)For Warrants issued in certificated form, the form of certificate representing Warrants shall be substantially as set out in Schedule “A” hereto or such other form as is authorized from time to time by the Warrant Agent. Each Warrant Certificate shall be Authenticated on behalf of the Warrant Agent. Each Warrant Certificate shall be signed by any one duly authorized signatory of the Corporation; whose signature shall appear on the Warrant Certificate and may be printed, lithographed or otherwise mechanically reproduced thereon and, in such event, certificates so signed are as valid and binding upon the Corporation as if it had been signed manually. Any Warrant Certificate which has a signature as hereinbefore provided shall be valid notwithstanding that the person whose signature is printed, lithographed or mechanically reproduced no longer holds office at the date of issuance of such certificate. The Warrant Certificates may be engraved, printed or lithographed, or partly in one form and partly in another, as the Warrant Agent may determine.

(2)The Warrant Agent shall Authenticate Uncertificated Warrants (whether upon original issuance, exchange, registration of transfer, partial payment, or otherwise) by completing its Internal Procedures and the Corporation shall, and hereby acknowledges that it shall, thereupon be deemed to have duly and validly issued such Uncertificated Warrants under this Indenture. Such Authentication shall be conclusive evidence that such Uncertificated Warrant has been duly issued hereunder and that the holder or holders are entitled to the benefits of this Indenture. The register shall be final and conclusive evidence as to all matters relating to Uncertificated Warrants with respect to which this Indenture requires the Warrant Agent to maintain records or accounts. In case of differences between the register at any time and any other time the register at the later time shall be controlling, absent manifest error and such Uncertificated Warrants are binding on the Corporation.

(3)Any Warrant Certificate validly issued in accordance with the terms of this Indenture in effect at the time of issue of such Warrant Certificate shall, subject to the terms of this Indenture and Applicable Legislation, validly entitle the holder to acquire Warrant Shares, notwithstanding that the form of such Warrant Certificate may not be in the form currently required by this Indenture.

(4)No Warrant shall be considered issued and shall be valid or obligatory or shall entitle the holder thereof to the benefits of this Indenture, until it has been Authenticated by the Warrant Agent. Authentication by the Warrant Agent, including by way of entry on the register, shall not be construed as a representation or warranty by the Warrant Agent as to the validity of this Indenture or of such Warrant Certificates or Uncertificated Warrants (except the due Authentication thereof) or as to the performance by the Corporation of its obligations under this Indenture and the Warrant Agent shall in no respect be liable or answerable for the use made of the Warrants or any of them or of the consideration thereof. Authentication by the Warrant Agent shall be conclusive evidence as against the Corporation that the Warrants so Authenticated

Exhibit 4.3

have been duly issued hereunder and that the holder thereof is entitled to the benefits of this Indenture.

(5)No Warrant Certificate shall be considered issued and Authenticated or, if Authenticated, shall be obligatory or shall entitle the holder thereof to the benefits of this Indenture, until it has been Authenticated by signature by or on behalf of the Warrant Agent substantially in the form of the Warrant set out in Schedule “A” hereto. Such Authentication on any such Warrant Certificate shall be conclusive evidence that such Warrant Certificate is duly Authenticated and is valid and a binding obligation of the Corporation and that the holder is entitled to the benefits of this Indenture.

(6)No Uncertificated Warrant shall be considered issued and shall be obligatory or shall entitle the holder thereof to the benefits of this Indenture, until it has been Authenticated by entry on the register of the particulars of the Uncertificated Warrant. Such entry on the register of the particulars of an Uncertificated Warrant shall be conclusive evidence that such Uncertificated Warrant is a valid and binding obligation of the Corporation and that the holder is entitled to the benefits of this Indenture.

Section 2.8    Legends.

(1)Notwithstanding anything herein contained, Warrants and Warrant Shares issued pursuant to the exercise of any Warrant will only be issued in compliance with applicable securities legislation of any applicable jurisdiction and, without limiting the generality of the foregoing, in respect of any Warrants exercised for Warrant Shares the certificates representing the issued Warrants or Warrant Shares, as the case may be, will bear such legends as may, in the opinion of Counsel, be necessary in order to avoid a violation of applicable securities legislation of such jurisdiction or to comply with the requirements of any stock exchange on which the Warrant Shares are listed, provided that if, at any time, in the opinion of Counsel, such legends are no longer necessary in order to avoid a violation of any such provisions or laws, or the holder of any such legended certificate, at the holder’s expense, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such Warrants or Warrant Shares, as the case may be, in a transaction in which such legends are not required, such legended certificate may thereafter be surrendered to the Warrant Agent in exchange for a certificate which does not bear such legend.

(2)Upon the original issuance of the Warrants and until such time as it is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, all certificates representing the Warrants issued to or for the account or benefit of, a U.S. Warrantholder and all certificates issued in exchange therefor or in substitution thereof, shall bear a legend or other provision to the following effect:

“THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THESE SECURITIES MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON OR A PERSON IN THE

Exhibit 4.3

UNITED STATES UNLESS THESE SECURITIES AND THE UNDERLYING SECURITIES HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.”

(3)Neither the Warrants nor the Warrant Shares issuable upon exercise of the Warrants have been or will be registered under the U.S. Securities Act or under any United States state securities laws. Any Warrant Certificate or certificated Warrant Shares issued to, or for the account or benefit of, a U.S. Person and each Warrant Certificate or certificated Warrant Shares issued in exchange therefor or in substitution thereof shall bear, for so long as required by the U.S. Securities Act or applicable state securities laws, the following legend or such variations thereof as the Corporation may prescribe from time to time:

“THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE ON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE ISSUER THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT, (D) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (1) RULE 144 THEREUNDER, IF AVAILABLE, OR (2) RULE 144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (E) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS AND, IN THE CASE OF (D)(1) AND (E) ABOVE, AFTER THE SELLER FURNISHES TO THE ISSUER AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”

provided, that if the Warrants are being sold under clause (B) above (and in compliance with Canadian local laws and regulations), the legend set forth above may be removed by providing a declaration and broker letter in the forms attached as Schedule “C” to this Indenture, or in such form as the Corporation, may from time to time prescribe, together with such other documentation as the Corporation or Warrant Agent may reasonably require, including, but not limited to, an opinion of counsel of recognized standing or other evidence of exemption, in either case reasonably satisfactory to the Corporation, to the effect that the sale of the securities is being made in compliance with Rule 904 of Regulation S under the U.S. Securities Act; and

Exhibit 4.3

provided further, that, if any of the Warrants are being sold pursuant to Rule 144 under the U.S. Securities Act, the legend may be removed by delivery to the transfer agent of an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation, to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act.

The Warrant Agent shall be entitled to request any other documents that it may require in accordance with its internal policies for the removal of the legend set forth above.

(4)In the event that the Warrants or Warrant Shares are issued before the Escrow Release Deadline, each Warrant Certificate originally issued in Canada or to a Canadian holder (and each such Warrant Certificate issued in exchange therefore or in substitution thereof during the Restrictive Period), shall bear or be deemed to bear the following legends or such variations thereof as the Corporation may prescribe from time to time:

"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE APRIL 7, 2023"

WITHOUT PRIOR WRITTEN APPROVAL OF TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT BEFORE APRIL 7, 2023”

(5)Notwithstanding any other provisions of this Indenture, in processing and registering transfers of Warrants, no duty or responsibility whatsoever shall rest upon the Warrant Agent to determine the compliance by any transferor or transferee with the terms of the legend contained in this Section 2.8, or with the relevant securities laws or regulations, including, without limitation, Regulation S, and the Warrant Agent shall be entitled to assume that all transfers are legal and proper.

Section 2.9    Register of Warrants.

(1)The Warrant Agent shall maintain records and accounts concerning the Warrants, whether certificated or uncertificated, which shall contain the information called for below with respect to each Warrant, together with such other information as may be required by law or as the Warrant Agent may elect to record. All such information shall be kept in one set of accounts and records which the Warrant Agent shall designate (in such manner as shall permit it to be so identified as such by an unaffiliated party) as the register of the holders of Warrants. The information to be entered for each account in the register of Warrants at any time shall include (without limitation):

(a)the name and address of the Registered Warrantholder, the date of Authentication thereof and the number of Warrants;

(b)whether such Warrant is represented by a Warrant Certificate or an Uncertificated Warrant and, if represented by a Warrant Certificate, the

Exhibit 4.3

unique number or code assigned to and imprinted thereupon and, if an Uncertificated Warrant, the unique number or code assigned thereto if any;

(c)whether such Warrant has been cancelled; and

(d)a register of transfers in which all transfers of Warrants and the date and other particulars of each transfer shall be entered.

The register shall be available for inspection by the Corporation or any Warrantholder during the Warrant Agent’s regular business hours on a Business Day and upon payment to the Warrant Agent of its reasonable fees. Any Warrantholder exercising such right of inspection shall first provide an affidavit in form satisfactory to the Corporation and the Warrant Agent stating the name and address of the Warrantholder and agreeing not to use the information therein except in connection with an effort to call a meeting of Warrantholders or to influence the voting of Warrantholders at any meeting of Warrantholders.

(2)Once an Uncertificated Warrant has been Authenticated, the information set forth in the register with respect thereto at the time of Authentication may be altered, modified, amended, supplemented or otherwise changed only to reflect exercise or proper instructions to the Warrant Agent from the holder as provided herein, except that the Warrant Agent may act unilaterally to make purely administrative changes internal to the Warrant Agent and changes to correct errors. Each person who becomes a holder of an Uncertificated Warrant, by his, her or its acquisition thereof shall be deemed to have irrevocably (i) consented to the foregoing authority of the Warrant Agent to make such minor error corrections and (ii) agreed to pay to the Warrant Agent, promptly upon written demand, the full amount of all loss and expense (including without limitation reasonable legal fees of the Corporation and the Warrant Agent plus interest, at an appropriate then prevailing rate of interest to the Warrant Agent), sustained by the Corporation or the Warrant Agent as a proximate result of such error if but only if and only to the extent that such present or former holder realized any benefit as a result of such error and could reasonably have prevented, forestalled or minimized such loss and expense by prompt reporting of the error or avoidance of accepting benefits thereof whether or not such error is or should have been timely detected and corrected by the Warrant Agent; provided, that no person who is a bona fide purchaser shall have any such obligation to the Corporation or to the Warrant Agent.

Section 2.10    Issue in Substitution for Warrant Certificates Lost, etc.

(1)If any Warrant Certificate becomes mutilated or is lost, destroyed or stolen, the Corporation, subject to Applicable Legislation, shall issue and thereupon the Warrant Agent shall certify and deliver, a new Warrant Certificate of like tenor, and bearing the same legend, if applicable, as the one mutilated, lost, destroyed or stolen in exchange for and in place of and upon cancellation of such mutilated Warrant Certificate, or in lieu of and in substitution for such lost, destroyed or stolen Warrant Certificate, and the substituted Warrant Certificate shall be in a form approved by the Warrant Agent and the Corporation and the Warrants evidenced thereby shall be entitled to the benefits hereof and shall rank equally in accordance with its terms with all other Warrants issued or to be issued hereunder.

Exhibit 4.3

(2)The applicant for the issue of a new Warrant Certificate pursuant to this Section 2.10 shall bear the cost of the issue thereof and in case of loss, destruction or theft shall, as a condition precedent to the issuance thereof, furnish to the Corporation and to the Warrant Agent such evidence of ownership and of the loss, destruction or theft of the Warrant Certificate so lost, destroyed or stolen as shall be satisfactory to the Corporation and to the Warrant Agent, in their sole discretion, and such applicant shall also be required to furnish an indemnity and surety bond in amount and form satisfactory to the Corporation and the Warrant Agent, in their sole discretion, and shall pay the reasonable charges of the Corporation and the Warrant Agent in connection therewith.

Section 2.11    Exchange of Warrant Certificates.

(1)Any one or more Warrant Certificates representing any number of Warrants may, upon compliance with the reasonable requirements of the Warrant Agent (including compliance with applicable securities legislation), be exchanged for one or more other Warrant Certificates representing the same aggregate number of Warrants, and bearing the same legend, if applicable, as represented by the Warrant Certificate or Warrant Certificates so exchanged.

(2)Warrant Certificates may be exchanged only at the Warrant Agency or at any other place that is designated by the Corporation with the approval of the Warrant Agent. Any Warrant Certificate from the holder (or such other instructions, in form satisfactory to the Warrant Agent), tendered for exchange shall be surrendered to the Warrant Agency and cancelled by the Warrant Agent.

(3)Warrant Certificates exchanged for Warrant Certificates that bear the legend set forth in Section 2.8(2) shall bear the same legend.

Section 2.12    Transfer and Ownership of Warrants.

(1)The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A”;

(b) in the case of CDS Warrants, in accordance with Applicable Procedures prescribed by the Depository under the book entry registration system; (c) in the case of Uncertificated Warrants, which are not CDS Warrants, surrendering to the Warrant Agent at the Warrant Agency, instruction from the holder in form reasonably satisfactory to the Warrant Agent; and (d) upon compliance with: (i) the conditions herein; (ii) such requirements as the Warrant Agent may prescribe; and (iii) all applicable securities legislation and requirements of regulatory authorities; and, such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Warrant Certificate, a Warrant Certificate and to the transferee of an Uncertificated Warrant, an Uncertificated Warrant, or the Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the Uncertificated Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant

Exhibit 4.3

Agent. Subject to the provisions of this Indenture and Applicable Legislation, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Warrant Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.

(2)If a Warrant Certificate tendered for transfer bears the legend set forth in Section 2.8(3), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and the holder certifies in the form of transfer, either (A) the transfer is made to the Corporation; or (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S and in compliance with applicable local laws and regulations; or (C) the transfer is being made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A under the U.S. Securities Act, if available, or (ii) Rule 144 under the U.S. Securities Act, if available, and, in each case, in accordance with applicable state securities laws; or

(D) the transfer is being made pursuant to another transaction that does not require registration under the U.S. Securities Act or any applicable state securities laws, provided further that in the case of transfer pursuant to (C)(ii) or (D) the Corporation and the Warrant Agent shall first have received an opinion of counsel of recognized standing, or other evidence, in either case in form and substance reasonably satisfactory to the Corporation and the Warrant Agent, to the effect that the proposed transfer may be effected without registration under the U.S. Securities Act and applicable state securities laws.

Section 2.13    Cancellation of Surrendered Warrants.

All Warrant Certificates surrendered pursuant to Section 2.10, Section 2.11, Section 2.12, Article 3 or Section 5.1 shall be cancelled by the Warrant Agent and upon such circumstances all such Uncertificated Warrants shall be deemed cancelled and so noted on the register by the Warrant Agent. Upon request by the Corporation, the Warrant Agent shall furnish to the Corporation a cancellation certificate identifying the Warrant Certificates so cancelled, the number of Warrants evidenced thereby, the number of Warrant Shares, if any, issued pursuant to such Warrants and the details of any Warrant Certificates issued in substitution or exchange for such Warrant Certificates cancelled.

ARTICLE 3 EXERCISE OF WARRANTS

Section 3.1    Right of Exercise.

Subject to the provisions hereof, each Registered Warrantholder may exercise the right conferred on such holder to subscribe for and purchase, subject to adjustment, one (1) Warrant Share for each Warrant after the Issue Date and prior to the Expiry Time and in accordance with the conditions herein.

Exhibit 4.3

Section 3.2    Warrant Exercise.

(1)Other than Warrants held by the Depository, Registered Warrantholders of Warrant Certificates who wish to exercise the Warrants held by them in order to acquire Warrant Shares must complete the exercise form (the “Exercise Notice”) attached to the Warrant Certificate(s) which form is attached hereto as Schedule “B”, which may be amended by the Corporation with the consent of the Warrant Agent, if such amendment does not, in the reasonable opinion of the Corporation and the Warrant Agent, which may be based on the advice of Counsel, materially and adversely affect the rights, entitlements and interests of the Warrantholders, and deliver such certificate(s), the executed Exercise Notice and a certified cheque, bank draft or money order payable to or to the order of the Corporation for the aggregate Exercise Price to the Warrant Agent at the Warrant Agency. The Warrants represented by a Warrant Certificate shall be deemed to be surrendered upon personal delivery of such certificate, Exercise Notice and aggregate Exercise Price or, if such documents are sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent at the office referred to above. If the Warrants are exercised pursuant to Box (B), (C) or (D) of the Exercise Notice, the Warrant Agent will promptly forward the Exercise Notice and related materials to the Corporation together with the request for the Corporation to confirm (a) whether the exercise is approved, and (b) whether the U.S. Securities Act legend set forth in Section 2.8(3) hereof should be imposed on the Common Shares. The Warrant Agent agrees not to issue any Common Shares upon exercise pursuant to Box (B), (C) or (D) of the Exercise Notice without the approval of the Corporation

(2)A Registered Warrantholder of Uncertificated Warrants evidenced by a security entitlement in respect of Warrants must complete the Exercise Notice and deliver the executed Exercise Notice and a certified cheque, bank draft or money order payable to or to the order of the Corporation for the aggregate Exercise Price to the Warrant Agent at the Warrant Agency. The Uncertificated Warrants shall be deemed to be surrendered upon receipt of the Exercise Notice and aggregate Exercise Price or, if such documents are sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent at the office referred to above.

(3)A beneficial holder of Uncertificated Warrants evidenced by a security entitlement in respect of Warrants in the book entry registration system who desires to exercise his or her Warrants must do so by causing a Book Entry Participant to deliver to the Depository on behalf of the entitlement holder, notice of the owner’s intention to exercise Warrants in a manner acceptable to the Depository. Forthwith upon receipt by the Depository of such notice, as well as payment for the aggregate Exercise Price, the Depository shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (a “Confirmation”) in a manner acceptable to the Warrant Agent, including by electronic means through a book based registration system, including CDSX. An electronic exercise of the Warrants initiated by the Book Entry Participant through a book based registration system, including CDSX, shall constitute a representation to both the Corporation and the Warrant Agent that the beneficial owner at the time of exercise of such Warrants and the Book Entry Participant effecting such exercise (a)(i) is not in the United States; (ii) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; (iii) did not obtain the Warrants being exercised within the United States or on behalf of, or for the

Exhibit 4.3

account or benefit of, a U.S. Person or person in the United States; (iv) did not receive an offer to exercise the Warrants within the United States; and (b) did not execute or deliver the Exercise Notice, or otherwise place the order exercise such Warrants, in the United States. the notice of the owner’s intention to exercise such Warrants in the United States. If the Book Entry Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the book based registration system in accordance with Applicable Procedures by the Book Entry Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such beneficial owner or Book Entry Participant and the exercise procedures set forth in Section 3.2(1) shall be followed.

(4)Subject to Section 3.3(2) below, the Warrants may not be exercised by or on behalf of a person in the United States or a U.S. Person.

(5)Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Book Entry Participant in a manner acceptable to it. A notice in form acceptable to the Book Entry Participant and payment from such beneficial holder should be provided to the Book Entry Participant sufficiently in advance so as to permit the Book Entry Participant to deliver notice and payment to the Depository and for the Depository in turn to deliver notice and payment to the Warrant Agent prior to the Expiry Time. The Depository will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to the Depository through the book entry registration system of the Warrant Shares to which the exercising Warrantholder is entitled pursuant to the exercise. Any expense associated with the exercise process will be for the account of the entitlement holder exercising the Warrants and/or the Book Entry Participant exercising the Warrants on its behalf.

(6)By causing a Book Entry Participant to deliver notice to the Depository, a Warrantholder shall be deemed to have irrevocably surrendered his or her Warrants so exercised and appointed such Book Entry Participant to act as his or her exclusive settlement agent with respect to the exercise of the Warrants and the receipt of Warrant Shares in connection with the obligations arising from such exercise.

(7)Any notice which the Depository determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no force and effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Book Entry Participant to exercise or to give effect to the settlement thereof in accordance with the Warrantholder’s instructions will not give rise to any obligations or liability on the part of the Corporation or Warrant Agent to the Book Entry Participant or the Warrantholder.

(8)The Exercise Notice referred to in this Section 3.2 shall be signed by the Registered Warrantholder, or its executors or administrators or other legal representatives or an attorney of the Registered Warrantholder, duly appointed by an instrument in writing satisfactory to the Warrant Agent but such Exercise Notice need not be executed by the Depository.

Exhibit 4.3

(9)Any exercise referred to in this Section 3.2 shall require that the entire Exercise Price for Warrant Shares subscribed must be paid at the time of subscription and such Exercise Price and original Exercise Notice executed by the Registered Warrantholder or the Confirmation from the Depository must be received by the Warrant Agent prior to the Expiry Time.

(10)Warrants may only be exercised pursuant to this Section 3.2 by or on behalf of a Registered Warrantholder, as applicable, who makes the certifications set forth on the Exercise Notice set out in Schedule “B” or as provided herein.

(11)If the form of Exercise Notice set forth in the Warrant Certificate shall have been amended, the Corporation shall cause the amended Exercise Notice to be forwarded to all Registered Warrantholders.

(12)Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent’s actual business hours on any Business Day prior to the Expiry Time. Any Exercise Notice or Confirmations received by the Warrant Agent after business hours on any Business Day other than the Expiry Date will be deemed to have been received by the Warrant Agent on the next following Business Day.

(13)Any Warrant with respect to which a Confirmation or Exercise Notice is not received by the Warrant Agent before the Expiry Time shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Section 3.3    Prohibition on Exercise by Persons in the United States and U.S.

Persons

(1)Subject to Section 3.3(2) below, (i) Warrants may not be exercised within the United States or by or on behalf of any person in the United States or U.S. Person; and (ii) no Warrant Shares issued upon exercise of Warrants may be delivered to any address in the United States.

(2)Notwithstanding Section 3.2(2), Section 3.2(4) or Section 3.3(1), (i) Warrants may be exercised in the United States or by or on behalf of a person in the United States or

U.S. Person, and (ii) Warrant Shares issued upon exercise of any such Warrants may be delivered to an address in the United States, provided that the person exercising the Warrants is a QIB Purchaser with respect to those Warrants that originally executed a U.S. Subscription Agreement or has provided an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation that the exercise of the Warrants and the issuance of the Warrant Shares are exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws.

(3)If certificates representing Warrant Shares are issued upon the exercise of Certificated Warrants which bear the legend set forth in Section 2.8(2) or Section 2.8(3) and which are issued pursuant to Box (b), or (c) of the Exercise Form, upon such issuance of certificated Warrant Shares they shall bear the legend set forth in Section 2.8(2) or Section 2.8(3), as applicable.

Exhibit 4.3

Section 3.4    Transfer Fees and Taxes.

If any of the Warrant Shares subscribed for are to be issued to a person or persons other than the Registered Warrantholder, the Registered Warrantholder shall execute the form of transfer as set forth in Schedule “A” and will comply with such reasonable requirements as the Warrant Agent may stipulate and will pay to the Corporation or the Warrant Agent on behalf of the Corporation, all applicable transfer or similar taxes and the Corporation will not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Corporation or the Warrant Agent on behalf of the Corporation, the amount of such tax or shall have established to the satisfaction of the Corporation and the Warrant Agent that such tax has been paid or that no tax is due.

Section 3.5    Warrant Agency.

To facilitate the exchange, transfer or exercise of Warrants and compliance with such other terms and conditions hereof as may be required, the Corporation has appointed the Warrant Agency, as the agency at which Warrants may be surrendered for exchange or transfer or at which Warrants may be exercised and the Warrant Agent has accepted such appointment. The Corporation may from time to time designate alternate or additional places as the Warrant Agency (subject to the Warrant Agent’s prior approval) and will give notice to the Warrant Agent of any proposed change of the Warrant Agency. Branch registers shall also be kept at such other place or places, if any, as the Corporation, with the approval of the Warrant Agent, may designate. The Warrant Agent will from time to time when requested to do so by the Corporation or any Registered Warrantholder, upon payment of the Warrant Agent’s reasonable charges, furnish a list of the names and addresses of Registered Warrantholders showing the number of Warrants held by each such Registered Warrantholder.

Section 3.6    Effect of Exercise of Warrant Certificates.

(1)Upon the exercise of Warrant Certificates pursuant to and in compliance with Section 3.2 and subject to Section 3.3, the Warrant Shares to be issued pursuant to the Warrants exercised shall be deemed to have been issued and the person or persons to whom such Warrant Shares are to be issued shall be deemed to have become the holder or holders of such Warrant Shares within five Business Days of the Exercise Date unless the register shall be closed on such date, in which case the Warrant Shares subscribed for shall be deemed to have been issued and such person or persons deemed to have become the holder or holders of record of such Warrant Shares, on the date on which such register is reopened. It is hereby understood that, in order for persons to whom Warrant Shares are to be issued, to become holders of Warrant Shares on record on the Exercise Date, beneficial holders must commence the exercise process sufficiently in advance so that the Warrant Agent is in receipt of all items of exercise at least one Business Day prior to such Exercise Date.

(2)Within five Business Days after the Exercise Date with respect to a Warrant, the Warrant Agent shall use commercially reasonable efforts to cause to be delivered or mailed to the person or persons in whose name or names the Warrant is registered or, if so specified in writing by the holder, cause to be delivered to such person or persons at the Warrant Agency where the Warrant Certificate was surrendered, a certificate or certificates for the appropriate number of Warrant Shares subscribed for,

Exhibit 4.3

or any other appropriate evidence of the issuance of Warrant Shares to such person or persons in respect of Warrant Shares issued under the book entry registration system.

Section 3.7    Partial Exercise of Warrants; Fractions.

(1)The holder of any Warrants may exercise his right to acquire a number of whole Warrant Shares less than the aggregate number which the holder is entitled to acquire. In the event of any exercise of a number of Warrants less than the number which the holder is entitled to exercise, the holder of Warrants upon such exercise shall, in addition, be entitled to receive, without charge therefor, a new Warrant Certificate(s), bearing the same legend, if applicable, or other appropriate evidence of Warrants, in respect of the balance of the Warrants held by such holder and which were not then exercised.

(2)Notwithstanding anything herein contained including any adjustment provided for in Section 4.1, the Corporation shall not be required, upon the exercise of any Warrants, to issue fractions of Warrant Shares. Warrants may only be exercised in a sufficient number to acquire whole numbers of Warrant Shares and any fractional Warrant Shares shall be rounded down to the nearest whole number and the holder of such Warrants shall not be entitled to any compensation in respect of any fractional Warrant Shares which is not issued.

Section 3.8    Expiration of Warrants.

Immediately after the Expiry Time, all rights under any Warrant in respect of which the right of acquisition provided for herein shall not have been exercised shall cease and terminate and each Warrant shall be void and of no further force or effect.

Section 3.9    Accounting and Recording.

(1)The Warrant Agent shall promptly account to the Corporation with respect to Warrants exercised, and shall promptly forward to the Corporation (or into an account or accounts of the Corporation with the bank or trust company designated by the Corporation for that purpose), all monies received by the Warrant Agent on the subscription of Warrant Shares through the exercise of Warrants. All such monies and any securities or other instruments, from time to time received by the Warrant Agent, shall be received in trust for, and shall be segregated and kept apart by the Warrant Agent for the Warrantholders and the Corporation as their interests may appear.

(2)The Warrant Agent shall record the particulars of Warrants exercised, which particulars shall include the names and addresses of the persons who become holders of Warrant Shares on exercise and the Exercise Date, in respect thereof. The Warrant Agent shall provide such particulars in writing to the Corporation within five Business Days of any request by the Corporation therefor.

Section 3.10    Securities Restrictions.

Notwithstanding anything herein contained, Warrants and Warrant Shares issued pursuant to the exercise of any Warrant will only be issued in compliance with applicable

Exhibit 4.3

securities legislation of any applicable jurisdiction and, without limiting the generality of the foregoing, in respect of any Warrants exercised for Warrant Shares the certificates representing the issued Warrants or Warrant Shares, as the case may be, will bear such legends as may, in the opinion of Counsel, be necessary in order to avoid a violation of applicable securities legislation of such jurisdiction or to comply with the requirements of any stock exchange on which the Warrant Shares are listed, provided that if, at any time, in the opinion of Counsel, such legends are no longer necessary in order to avoid a violation of any such provisions or laws, or the holder of any such legended certificate, at the holder’s expense, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such Warrants or Warrant Shares, as the case may be, in a transaction in which such legends are not required, such legended certificate may thereafter be surrendered to the Warrant Agent in exchange for a certificate which does not bear such legend.

ARTICLE 4

ADJUSTMENT OF NUMBER OF WARRANT SHARES AND EXERCISE PRICE

Section 4.1    Adjustment of Number of Warrant Shares and Exercise Price.

The subscription rights in effect under the Warrants for Warrant Shares issuable upon the exercise of the Warrants shall be subject to adjustment from time to time as follows:

(a)if, at any time during the Adjustment Period, the Corporation shall:

(i)subdivide, re-divide or change its outstanding Common Shares into a greater number of Common Shares;

(ii)reduce, combine or consolidate its outstanding Common Shares into a lesser number of Common Shares; or

(iii)issue Common Shares or securities exchangeable for, or convertible into, Common Shares to all or substantially all of the holders of Common Shares by way of stock dividend or other distribution (other than a distribution of Common Shares upon the exercise of Warrants or any outstanding options);

(any of such events in Section 4.1(a)(i), (ii) or (iii) being called a “Common Share Reorganization”) then the Exercise Price shall be adjusted as of the effective date or record date of such subdivision, re-division, change, reduction, combination, consolidation or distribution, as the case may be, shall in the case of the events referred to in (i) or (iii) above be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, re-division, change or distribution, or shall, in the case of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination or consolidation by multiplying the Exercise Price in effect immediately prior to such effective date or record date by a fraction, the numerator of which shall be the number of Common Shares outstanding on such effective date or record date before giving effect to such Common Share Reorganization and the denominator of

Exhibit 4.3

which shall be the number of Common Shares outstanding as of the effective date or record date after giving effect to such Common Share Reorganization (including, in the case where securities exchangeable for or convertible into Common Shares are distributed, the number of Common Shares that would have been outstanding had such securities been exchanged for or converted into Common Shares on such record date or effective date). Such adjustment shall be made successively whenever any event referred to in this Section 4.1(a) shall occur. Upon any adjustment of the Exercise Price pursuant to Section 4.1(a), the Exchange Rate shall be contemporaneously adjusted by multiplying the number of Common Shares theretofore obtainable on the exercise thereof by a fraction of which the numerator shall be the Exercise Price in effect immediately prior to such adjustment and the denominator shall be the Exercise Price resulting from such adjustment;

(b)if and whenever at any time during the Adjustment Period, the Corporation shall fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible or exchangeable into Common Shares) at a price per Common Share (or having a conversion or exchange price per Common Share) less than 95% of the Current Market Price on such record date (a “Rights Offering”), the Exercise Price shall be adjusted immediately after such record date so that it shall equal the amount determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by the Current Market Price, and of which the denominator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares offered for subscription or purchase or into which the convertible or exchangeable securities so offered are convertible or exchangeable; any Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that no such rights or warrants are exercised prior to the expiration thereof, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or, if any such rights or warrants are exercised, to the Exercise Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights or warrants, as the case may be. Upon any adjustment of the Exercise Price pursuant to this Section 4.1(b), the Exchange Rate will be adjusted immediately after such record date so that it will equal the rate determined by multiplying the Exchange Rate in effect on such record date by a fraction, of which the numerator shall be the Exercise Price in effect immediately prior to such adjustment and the denominator shall be the Exercise Price resulting from such adjustment. Such adjustment will be made successively whenever such a record date is fixed, provided that if two or more such record dates or record dates referred to in this Section 4.1(b) are fixed within a period of 25 Trading Days, such adjustment will be made successively as if each of such record dates occurred on the earliest of such record dates;

Exhibit 4.3

(c)if and whenever at any time during the Adjustment Period the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) securities of any class, whether of the Corporation or any other person (other than Common Shares), (ii) rights, options or warrants to subscribe for or purchase Common Shares (or other securities convertible into or exchangeable for Common Shares), other than pursuant to a Rights Offering; (iii) evidences of its indebtedness or (iv) any property or other assets then, in each such case, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price on such record date, less the excess, if any, of the fair market value on such record date, as determined by the Corporation (subject to TSXV approval), of such securities or other assets so issued or distributed over the fair market value of any consideration received therefor by the Corporation from the holders of the Common Shares, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price; and Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that such distribution is not so made, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed. Upon any adjustment of the Exercise Price pursuant to this Section 4.1(c), the Exchange Rate will be adjusted immediately after such record date so that it will equal the rate determined by multiplying the Exchange Rate in effect on such record date by a fraction, of which the numerator shall be the Exercise Price in effect immediately prior to such adjustment and the denominator shall be the Exercise Price resulting from such adjustment;

(d)if and whenever at any time during the Adjustment Period there is a reclassification or redesignation of the Common Shares, or a capital reorganization of the Corporation (other than as described in Section 4.1(a)), or a consolidation, amalgamation, arrangement, merger or other form of business combination of the Corporation with or into any other body corporate, trust, partnership or other entity that results in any reclassification of the Common Shares or any change or exchange of the Common Shares into or for other securities, including, without limitation, any exchange of the Common Shares for other securities upon the satisfaction of the Escrow Release Conditions, or any sale, lease, exchange, transfer or conveyance of the property, undertaking and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity (any of such events being a “Capital Reorganization”), any Registered Warrantholder who has not exercised its right of acquisition prior to the effective date of such Capital Reorganization, upon the exercise of such right thereafter, shall be entitled to receive upon payment of the Exercise Price and shall accept, in lieu of the number of Warrant Shares that prior to such effective date the Registered Warrantholder would have been entitled to receive, the number of shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such Capital Reorganization, that such Registered Warrantholder would have been entitled to receive on such Capital Reorganization, if, on the effective date thereof, as the case may be, the Registered Warrantholder

Exhibit 4.3

had been the registered holder of the number of Warrant Shares to which prior to such effective date it was entitled to acquire upon the exercise

of the Warrants. If determined appropriate by the Warrant Agent, relying on advice of Counsel, to give effect to or to evidence the provisions of this Section 4.1(d), the Corporation, its successor, or such purchasing body corporate, partnership, trust or other entity, as the case may be, shall, prior to or contemporaneously with any such Capital Reorganization, enter into an indenture which shall provide, to the extent possible, for the application of the provisions set forth in this Indenture with respect to the rights and interests thereafter of the Registered Warrantholders to the end that the provisions set forth in this Indenture shall thereafter correspondingly be made applicable, as nearly as may reasonably be, with respect to any shares, other securities or property to which a Registered Warrantholder is entitled on the exercise of its acquisition rights thereafter. Any indenture entered into between the Corporation, any successor to the Corporation or such purchasing body corporate, partnership, trust or other entity and the Warrant Agent pursuant to the provisions of this Section 4.1(d) shall be a supplemental indenture entered into pursuant to the provisions of Article 8 hereof. Any indenture entered into between the Corporation, any successor to the Corporation or such purchasing body corporate, partnership, trust or other entity and the Warrant Agent shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 4.1 and which shall apply to successive reclassifications, redesignations, capital reorganizations, arrangements, amalgamations, consolidations, mergers, sales or conveyances;

(e)in any case in which this Section 4.1 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Corporation may defer, until the occurrence of such event, issuing to the Registered Warrantholder of any Warrant exercised after the record date and prior to completion of such event the additional Warrant Shares issuable by reason of the adjustment required by such event before giving effect to such adjustment; provided, however, that the Corporation shall deliver to such Registered Warrantholder an appropriate instrument evidencing such Registered Warrantholder’s right to receive such additional Warrant Shares upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares declared in favour of holders of record of Common Shares on and after the relevant date of exercise or such later date as such Registered Warrantholder would, but for the provisions of this Section 4.1(e), have become the holder of record of such additional Common Shares pursuant to Section 4.1;

(f)in any case in which Section 4.1(a)(iii), Section 4.1(b) or Section 4.1(c) require that an adjustment be made to the Exercise Price, no such adjustment shall be made if the Registered Warrantholders of the outstanding Warrants receive, subject to any required stock exchange or regulatory approval, the rights or warrants referred to in Section 4.1(a)(iii), Section 4.1(b) or the shares, rights, options, warrants, evidences of indebtedness or assets referred to in Section 4.1(c), as the case may be, in such kind and number as they would have received if they had been holders of Common Shares on the applicable record date or effective date, as the case may be, by virtue of their outstanding Warrant having then been exercised into Warrant Shares at the Exercise Price in effect on the applicable record date or effective date, as the case may be;

Exhibit 4.3

(g)the adjustments provided for in this Section 4.1 are cumulative, and shall, in the case of adjustments to the Exercise Price be computed to the nearest whole cent and shall

apply to successive subdivisions, re-divisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 4.1, provided that, notwithstanding any other provision of this Section, no adjustment of the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Exercise Price then in effect; provided, however, that any adjustments which by reason of this Section 4.1(g) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; and

(h)after any adjustment pursuant to this Section 4.1, the term “Common Shares” where used in this Indenture shall be interpreted to mean securities of any class or classes which, as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, the Registered Warrantholder is entitled to receive upon the exercise of his Warrant, and the number of Warrant Shares indicated by any exercise made pursuant to a Warrants shall be interpreted to mean the number of Warrant Shares or other property or securities a Registered Warrantholder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, upon the full exercise of a Warrant.

Section 4.2    Entitlement to Warrant Shares on Exercise of Warrant.

All Common Shares or shares of any class or other securities, which a Registered Warrantholder is at the time in question entitled to receive on the exercise of its Warrants, whether or not as a result of adjustments made pursuant to this Article 4, shall, for the purposes of the interpretation of this Indenture, be deemed to be Warrant Shares which such Registered Warrantholder is entitled to acquire pursuant to such Warrants.

Section 4.3    No Adjustment for Certain Transactions.

Notwithstanding anything in this Article 4, no adjustment shall be made in the acquisition rights attached to the Warrants if the issue of Common Shares is being made pursuant to this Indenture or in connection with (a) any stock option plan, share incentive plan or restricted share plan or share purchase plan in force from time to time for directors, officers, employees, consultants or other service providers of the Corporation; or (b) the satisfaction of existing instruments issued at the date hereof.

Section 4.4    Determination by Independent Firm.

In the event of any question arising with respect to the adjustments provided for in this Article 4 such question shall be conclusively determined by an independent firm of chartered accountants other than the Auditors, who shall have access to all necessary records of the Corporation, and such determination shall be binding upon the Corporation, the Warrant Agent, all holders and all other persons interested therein.

Section 4.5    Proceedings Prior to any Action Requiring Adjustment.

As a condition precedent to the taking of any action which would require an adjustment in any of the acquisition rights pursuant to any of the Warrants, including the number of Warrant Shares which are to be received upon the exercise thereof, the

Exhibit 4.3

Corporation shall take any action which may, in the opinion of Counsel, be necessary in order that the Corporation

has unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the Warrant Shares which the holders of such Warrants are entitled to receive on the full exercise thereof in accordance with the provisions hereof.

Section 4.6    Certificate of Adjustment.

The Corporation shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.1, deliver a certificate of the Corporation to the Warrant Agent specifying the nature of the event requiring the same and the amount of the adjustment or readjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate shall be supported by a certificate of the Corporation’s Auditors verifying such calculation if requested by the Warrant Agent at their discretion. The Warrant Agent shall rely, and shall be protected in so doing, upon the certificate of the Corporation or of the Corporation’s Auditor and any other document filed by the Corporation pursuant to this Article 4 for all purposes.

Section 4.7    Notice of Special Matters.

The Corporation covenants with the Warrant Agent that, so long as any Warrant remains outstanding, it will give notice to the Warrant Agent and to the Registered Warrantholders of its intention to fix a record date that is prior to the Expiry Date for any matter for which an adjustment may be required pursuant to Section 4.1. Such notice shall specify the particulars of such event and the record date for such event, provided that the Corporation shall only be required to specify in the notice such particulars of the event as shall have been fixed and determined on the date on which the notice is given. The notice shall be given in each case not less than 14 days prior to such applicable record date. If notice has been given and the adjustment is not then determinable, the Corporation shall promptly, after the adjustment is determinable, file with the Warrant Agent a computation of the adjustment and give notice to the Registered Warrantholders of such adjustment computation.

Section 4.8    No Action after Notice.

The Corporation covenants with the Warrant Agent that it will not close its transfer books or take any other corporate action which might deprive the Registered Warrantholder of the opportunity to exercise its right of acquisition pursuant thereto during the period of 14 days after the giving of the certificate or notices set forth in Section 4.6 and Section 4.7.

Section 4.9    Other Action.

If the Corporation, after the date hereof, shall take any action affecting the Common Shares other than satisfying the Escrow Release Conditions or an action described in Section 4.1, which in the reasonable opinion of the directors of the Corporation would materially affect the rights of Registered Warrantholders, the Exercise Price and/or Exchange Rate, the number of Warrant Shares which may be acquired upon exercise of the Warrants shall be adjusted in such manner and at such time, by action of the directors of the Corporation, acting reasonably and in good faith, in their sole discretion as they may determine to be equitable to the Registered Warrantholders in the circumstances, provided that no such adjustment will be made unless any requisite prior approval of any stock exchange on which the Common Shares are listed for trading has been obtained.

Exhibit 4.3

Section 4.10    Protection of Warrant Agent.

The Warrant Agent shall not:

(a)at any time be under any duty or responsibility to any Registered Warrantholder to determine whether any facts exist which may require any adjustment contemplated by Section 4.1, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making the same;

(b)be accountable with respect to the validity or value (or the kind or amount) of any Warrant Shares or of any other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Warrant;

(c)be responsible for any failure of the Corporation to issue, transfer or deliver Warrant Shares or certificates for the same upon the surrender of any Warrants for the purpose of the exercise of such rights or to comply with any of the covenants contained in this Article; and

(d)incur any liability or be in any way responsible for the consequences of any breach on the part of the Corporation of any of the representations, warranties or covenants herein contained or of any acts of the directors, officers, employees, agents or servants of the Corporation.

Section 4.11    Participation by Warrantholder.

No adjustments shall be made pursuant to this Article 4 if the Registered Warrantholders are entitled to participate in any event described in this Article 4 on the same terms, mutatis mutandis, as if the Registered Warrantholders had exercised their Warrants prior to, or on the effective date or record date of, such event.

ARTICLE 5

RIGHTS OF THE CORPORATION AND COVENANTS

Section 5.1    Optional Purchases by the Corporation.

Subject to compliance with applicable securities laws and approval of applicable regulatory authorities, if any, the Corporation may from time to time purchase by private contract or otherwise any of the Warrants. Any such purchase shall be made at the lowest price or prices at which, in the opinion of the directors of the Corporation, such Warrants are then obtainable, plus reasonable costs of purchase, and may be made in such manner, from such persons and on such other terms as the Corporation, in its sole discretion, may determine. In the case of Warrant Certificates, Warrant Certificates representing the Warrants purchased pursuant to this Section 5.1 shall forthwith be delivered to and cancelled by the Warrant Agent and reflected accordingly on the register of Warrants. In the case of Uncertificated Warrants, the Warrants purchased pursuant to this Section 5.1 shall be reflected accordingly on the register of Warrants and in accordance with Applicable Procedures prescribed by the Depository under the book entry registration system. No Warrants shall be issued in replacement thereof.

Exhibit 4.3

Section 5.2    General Covenants.

The Corporation covenants with the Warrant Agent and the Warrantholders that so long as any Warrants remain outstanding:

(a)it will reserve and keep available a sufficient number of Common Shares for the purpose of enabling it to satisfy its obligations to issue Warrant Shares upon the exercise of the Warrants;

(b)it will cause the Warrant Shares from time to time acquired pursuant to the exercise of the Warrants to be duly issued and delivered in accordance with the Warrants and the terms hereof;

(c)all Warrant Shares which shall be issued upon exercise of the right to acquire provided for herein shall be fully paid and non-assessable, free and clear of all encumbrances;

(d)it will use commercially reasonable efforts to maintain its existence and carry on its business in the ordinary course; provided that this clause shall not be construed as limiting or restricting the Corporation from agreeing to a consolidation, amalgamation, arrangement, takeover bid or merger even if the consideration being offered are not securities that are listed and posted for trading on a recognized Canadian stock exchange, provided that such transaction has been approved in accordance with the requirements of applicable corporate and securities laws and the rules and policies of the applicable stock exchange;

(e)generally, it will well and truly perform and carry out all of the acts or things to be done by it as provided in this Indenture;

(f)the Corporation will promptly notify the Warrant Agent and the Warrantholders in writing of any default under the terms of this Warrant Indenture which remains unrectified for more than five days following its occurrence;

(g)it will use commercially reasonable efforts to ensure that all Common Shares outstanding or issuable from time to time (including without limitation the Warrant Shares issuable on the exercise of the Warrants) continue to be or are listed and posted for trading on the TSXV (or such other recognized Canadian stock exchange acceptable to the Corporation), provided that this clause shall not be construed as limiting or restricting the Corporation from completing a consolidation, amalgamation, arrangement, takeover bid or merger that would result in the Common Shares ceasing to be listed and posted for trading on such exchanges, so long as the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the policies of such exchanges or the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada or cash;

(h)it will make all requisite filings under and otherwise take all requisite steps under and satisfy applicable Canadian securities legislation including those filings and other steps necessary to remain a reporting issuer not in default in each of the provinces and other Canadian jurisdictions where it is or becomes a reporting issuer; and

Exhibit 4.3

(i)it will use reasonable commercial efforts to remain a reporting issuer not in default in each of the provinces and other Canadian jurisdictions where it is or becomes a reporting issuer.

Section 5.3    Warrant Agent’s Remuneration and Expenses.

The Corporation covenants that it will pay to the Warrant Agent from time to time reasonable remuneration for its services hereunder and will pay or reimburse the Warrant Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Warrant Agent in the administration or execution of its duties and obligations hereunder (including the reasonable compensation and the disbursements of its Counsel and all other advisers and assistants not regularly in its employ) both before any default hereunder and thereafter until all duties of the Warrant Agent hereunder shall be finally and fully performed. Any amount owing hereunder and remaining unpaid after 30 days from the invoice date will bear interest at the then current rate charged by the Warrant Agent against unpaid invoices and shall be payable upon demand. This Section shall survive the resignation or removal of the Warrant Agent and/or the termination of this Indenture.

Section 5.4    Performance of Covenants by Warrant Agent.

If the Corporation shall fail to perform any of its covenants contained in this Indenture, the Warrant Agent may notify the Registered Warrantholders of such failure on the part of the Corporation and may itself perform any of the covenants capable of being performed by it but, subject to Section 9.2, shall be under no obligation to perform said covenants or to notify the Registered Warrantholders of such performance by it. All sums expended or advanced by the Warrant Agent in so doing shall be repayable as provided in Section 5.3. No such performance, expenditure or advance by the Warrant Agent shall relieve the Corporation of any default hereunder or of its continuing obligations under the covenants herein contained.

Section 5.5    Enforceability of Warrants.

The Corporation covenants and agrees that it is duly authorized to create and issue the Warrants to be issued hereunder and that the Warrants, when issued and Authenticated as herein provided, will be valid and enforceable against the Corporation in accordance with the provisions hereof and the terms hereof and that, subject to the provisions of this Indenture, the Corporation will cause the Warrant Shares from time to time acquired upon exercise of Warrants issued under this Indenture to be duly issued and delivered in accordance with the terms of this Indenture.

ARTICLE 6 ENFORCEMENT

Section 6.1    Suits by Registered Warrantholders.

All or any of the rights conferred upon any Registered Warrantholder by any of the terms of this Indenture may be enforced by the Registered Warrantholder by appropriate

Exhibit 4.3

proceedings but without prejudice to the right which is hereby conferred upon the Warrant Agent to proceed in its own name to enforce each and all of the provisions herein contained for the benefit of the Registered Warrantholders.

Section 6.2    Suits by the Corporation.

The Corporation shall have the right to enforce full payment of the Exercise Price of all Warrant Shares issued by the Warrant Agent to a Registered Warrantholder hereunder and shall be entitled to demand such payment from the Registered Warrantholder or alternatively to instruct the Warrant Agent to cancel the share certificates representing such Warrant Shares and amend the securities register of the Corporation accordingly.

Section 6.3    Immunity of Shareholders, etc.

The Warrant Agent and the Warrantholders hereby waive and release any right, cause of action or remedy now or hereafter existing in any jurisdiction against any incorporator or any past, present or future shareholder, trustee, employee or agent of the Corporation or any successor Corporation on any covenant, agreement, representation or warranty by the Corporation herein.

Section 6.4    Waiver of Default.

Upon the happening of any default hereunder:

(a)the Registered Warrantholders of not less than 51% of the Warrants then outstanding shall have power (in addition to the powers exercisable by Extraordinary Resolution) by requisition in writing to instruct the Warrant Agent to waive any default hereunder and the Warrant Agent shall thereupon waive the default upon such terms and conditions as shall be prescribed in such requisition; or

(b)the Warrant Agent shall have power to waive any default hereunder upon such terms and conditions as the Warrant Agent may deem advisable, on the advice of Counsel, if, in the Warrant Agent’s opinion, based on the advice of Counsel, the same shall have been cured or adequate provision made therefor;

provided that no delay or omission of the Warrant Agent or of the Registered Warrantholders to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein and provided further that no act or omission either of the Warrant Agent or of the Registered Warrantholders in the premises shall extend to or be taken in any manner whatsoever to affect any subsequent default hereunder of the rights resulting therefrom.

ARTICLE 7

MEETINGS OF REGISTERED WARRANTHOLDERS

Section 7.1    Right to Convene Meetings.

The Warrant Agent may at any time and from time to time, and shall on receipt of a written request of the Corporation or of a Warrantholders’ Request and upon being indemnified and funded to its reasonable satisfaction by the Corporation or by the Registered

Exhibit 4.3

Warrantholders signing such Warrantholders’ Request against the costs which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the Registered Warrantholders. If the Warrant Agent fails to so call a meeting within seven days after receipt of such written request of the Corporation or within 30 days after receipt of such Warrantholders’ Request and the indemnity and funding given as aforesaid, the Corporation or such Registered Warrantholders, as the case may be, may convene such meeting. Every such meeting shall be held in the City of Vancouver, in the Province of British Columbia, or at such other place as may be approved or determined by the Warrant Agent and the Corporation. Any meeting held pursuant to this Article 7 may be done through a virtual or electronic meeting platform, subject to the Warrant Agent’s capabilities at the time.

Section 7.2    Notice.

At least 21 days’ prior written notice of any meeting of Registered Warrantholders shall be given to the Registered Warrantholders in the manner provided for in Section 10.2 and a copy of such notice shall be sent by mail to the Warrant Agent (unless the meeting has been called by the Warrant Agent) and to the Corporation (unless the meeting has been called by the Corporation). Such notice shall state the time when and the place where the meeting is to be held, shall state briefly the general nature of the business to be transacted thereat and shall contain such information as is reasonably necessary to enable the Registered Warrantholders to make a reasoned decision on the matter, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed or any of the provisions of this Section 7.2.

Section 7.3    Chairperson.

An individual (who need not be a Registered Warrantholder) designated in writing by the Warrant Agent shall be chairperson of the meeting and if no individual is so designated, or if the individual so designated is not present within fifteen minutes from the time fixed for the holding of the meeting, the Registered Warrantholders present in person or by proxy shall choose an individual present to be chairperson.

Section 7.4    Quorum.

Subject to the provisions of Section 7.11, at any meeting of the Registered Warrantholders a quorum shall consist of Registered Warrantholder(s) present in person or by proxy holding at least 25% of the then outstanding Warrants. If a quorum of the Registered Warrantholders shall not be present within thirty minutes from the time fixed for holding any meeting, the meeting, if summoned by Registered Warrantholders or on a Warrantholders’ Request, shall be dissolved; but in any other case the meeting shall be adjourned to the same day in the next week (unless such day is not a Business Day, in which case it shall be adjourned to the next following Business Day) at the same time and place and no notice of the adjournment need be given. Any business may be brought before or dealt with at an adjourned meeting which might have been dealt with at the original meeting in accordance with the notice calling the same. No business shall be transacted at any meeting unless a quorum be present at the commencement of business. At the adjourned meeting the Registered Warrantholders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened, notwithstanding that they may not hold at least 25% of the aggregate number of all then outstanding Warrants.

Exhibit 4.3

Section 7.5    Power to Adjourn.

The chairperson of any meeting at which a quorum of the Registered Warrantholders is present may, with the consent of the meeting, adjourn any such meeting, and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe.

Section 7.6    Show of Hands.

Every question submitted to a meeting shall be decided in the first place by a majority of the votes given on a show of hands except that votes on an Extraordinary Resolution shall be given in the manner hereinafter provided. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairperson that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.

Section 7.7    Poll and Voting.

(1)On every Extraordinary Resolution, and on any other question submitted to a meeting and after a vote by show of hands when demanded by the chairperson or by one or more of the Registered Warrantholders acting in person or by proxy and holding in the aggregate at least 10% of the aggregate number of Warrants then outstanding, a poll shall be taken in such manner as the chairperson shall direct. Questions other than those required to be determined by Extraordinary Resolution shall be decided by a majority of the votes cast on the poll.

(2)On a show of hands, every person who is present and entitled to vote, whether as a Registered Warrantholder or as proxy for one or more absent Registered Warrantholders, or both, shall have one vote. On a poll, each Registered Warrantholder present in person or represented by a proxy duly appointed by instrument in writing shall be entitled to one vote in respect of each Warrant then held or represented by it. A proxy need not be a Registered Warrantholder. The chairperson of any meeting shall be entitled, both on a show of hands and on a poll, to vote in respect of the Warrants, if any, held or represented by him.

Section 7.8    Regulations.

(1)The Warrant Agent, or the Corporation with the approval of the Warrant Agent, may from time to time make and from time to time vary such regulations as it shall think fit for the setting of the record date for a meeting for the purpose of determining Registered Warrantholders entitled to receive notice of and to vote at the meeting.

(2)Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a Registered Warrantholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9, shall be Registered Warrantholders or proxies of Registered Warrantholders.

Exhibit 4.3

Section 7.9    Corporation and Warrant Agent May be Represented.

The Corporation and the Warrant Agent, by their respective directors, officers, agents, and employees and the Counsel for the Corporation and for the Warrant Agent may attend any meeting of the Registered Warrantholders.

Section 7.10    Powers Exercisable by Extraordinary Resolution.

In addition to all other powers conferred upon them by any other provisions of this Indenture or by law, the Registered Warrantholders at a meeting shall, subject to the provisions of Section 7.11, have the power exercisable from time to time by Extraordinary Resolution:

(a)to agree to any modification, abrogation, alteration, compromise or arrangement of the rights of Registered Warrantholders or the Warrant Agent in its capacity as warrant agent hereunder (subject to the Warrant Agent’s prior consent, acting reasonably) or on behalf of the Registered Warrantholders against the Corporation whether such rights arise under this Indenture or otherwise;

(b)to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Registered Warrantholders;

(c)to direct or to authorize the Warrant Agent, subject to Section 9.2(2) hereof, to enforce any of the covenants on the part of the Corporation contained in this Indenture or to enforce any of the rights of the Registered Warrantholders in any manner specified in such Extraordinary Resolution or to refrain from enforcing any such covenant or right;

(d)to waive, and to direct the Warrant Agent to waive, any default on the part of the Corporation in complying with any provisions of this Indenture either unconditionally or upon any conditions specified in such Extraordinary Resolution;

(e)to restrain any Registered Warrantholder from taking or instituting any suit, action or proceeding against the Corporation for the enforcement of any of the covenants on the part of the Corporation in this Indenture or to enforce any of the rights of the Registered Warrantholders;

(f)to direct any Registered Warrantholder who, as such, has brought any suit, action or proceeding to stay or to discontinue or otherwise to deal with the same upon payment of the costs, charges and expenses reasonably and properly incurred by such Registered Warrantholder in connection therewith;

(g)to assent to any change in or omission from the provisions contained in this Indenture or any ancillary or supplemental instrument which may be agreed to by the Corporation, and to authorize the Warrant Agent to concur in and execute any ancillary or supplemental indenture embodying the change or omission;

(h)with the consent of the Corporation, such consent not to be unreasonably withheld, to remove the Warrant Agent or its successor in office and to appoint a new warrant agent or warrant agents to take the place of the Warrant Agent so removed; and

Exhibit 4.3

(i)to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation.

Section 7.11    Meaning of Extraordinary Resolution.

(1)The expression “Extraordinary Resolution” when used in this Indenture means, subject as hereinafter provided in this Section 7.11 and in Section 7.14, a resolution:

(i) proposed at a meeting of Registered Warrantholders duly convened for that purpose and held in accordance with the provisions of this Article 7 at which there are present in person or by proxy Registered Warrantholders holding at least 25% of the aggregate number of Warrants then outstanding and passed by the affirmative votes of Registered Warrantholders holding not less than 66 2/3% of the aggregate number of Warrants then outstanding at the meeting and voted on the poll upon such resolution; or (ii) in writing signed by the holders of at least 66 2/3% of the then outstanding Warrants on any matter that would otherwise be voted upon at a meeting called to approve such resolution as contemplated in this Section 7.11(1).

(2)If, at the meeting at which an Extraordinary Resolution is to be considered, Registered Warrantholders holding at least 25% of the aggregate number of Warrants then outstanding are not present in person or by proxy within 30 minutes after the time appointed for the meeting, then the meeting, if convened by Registered Warrantholders or on a Warrantholders’ Request, shall be dissolved; but in any other case it shall stand adjourned to such day, being not less than 15 or more than 60 days later, and to such place and time as may be appointed by the chairperson. Not less than 14 days’ prior notice shall be given of the time and place of such adjourned meeting in the manner provided for in Section 10.2. Such notice shall state that at the adjourned meeting the Registered Warrantholders present in person or by proxy shall form a quorum but it shall not be necessary to set forth the purposes for which the meeting was originally called or any other particulars. At the adjourned meeting the Registered Warrantholders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened and a resolution proposed at such adjourned meeting and passed by the requisite vote as provided in Section 7.11Section 7.11(1) shall be an Extraordinary Resolution within the meaning of this Indenture notwithstanding that Warrantholders holding at least 25% of the aggregate number of the then outstanding Warrants are not present in person or by proxy at such adjourned meeting.

(3)Subject to Section 7.14, votes on an Extraordinary Resolution shall always be given on a poll and no demand for a poll on an Extraordinary Resolution shall be necessary.

Section 7.12    Powers Cumulative.

Any one or more of the powers or any combination of the powers in this Indenture stated to be exercisable by the Registered Warrantholders by Extraordinary Resolution or otherwise may be exercised from time to time and the exercise of any one or more of such powers or any combination of powers from time to time shall not be deemed to exhaust the right of the Registered Warrantholders to exercise such power or powers or combination of powers then or thereafter from time to time.

Exhibit 4.3

Section 7.13    Minutes.

Minutes of all resolutions and proceedings at every meeting of Registered Warrantholders shall be made and duly entered in books and such minutes as aforesaid, if signed by the chairperson or the secretary of the meeting at which such resolutions were passed or proceedings had shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting in respect of the proceedings of which minutes shall have been made shall be deemed to have been duly convened and held, and all resolutions passed thereat or proceedings taken shall be deemed to have been duly passed and taken.

Section 7.14    Instruments in Writing.

All actions which may be taken and all powers that may be exercised by the Registered Warrantholders at a meeting held as provided in this Article 7 may also be taken and exercised by Registered Warrantholders holding at least 66 2/3%, of the aggregate number of all of the then outstanding Warrants by an instrument in writing signed in one or more counterparts by such Registered Warrantholders in person or by attorney duly appointed in writing, and the expression “Extraordinary Resolution” when used in this Indenture shall include an instrument so signed by holders of at least 66 2/3% of the aggregate number of all of the then outstanding Warrants.

Section 7.15    Binding Effect of Resolutions.

Every resolution and every Extraordinary Resolution passed in accordance with the provisions of this Article 7 at a meeting of Registered Warrantholders shall be binding upon all the Warrantholders, whether present at or absent from such meeting, and every instrument in writing signed by Registered Warrantholders in accordance with Section 7.14 shall be binding upon all the Warrantholders, whether signatories thereto or not, and each and every Warrantholder and the Warrant Agent (subject to the provisions for indemnity herein contained) shall be bound to give effect accordingly to every such resolution and instrument in writing.

Section 7.16    Holdings by Corporation Disregarded.

In determining whether Registered Warrantholders holding Warrants evidencing the entitlement to acquire the required number of Warrant Shares are present at a meeting of Registered Warrantholders for the purpose of determining a quorum or have concurred in any consent, waiver, Extraordinary Resolution, Warrantholders’ Request or other action under this Indenture, Warrants owned legally or beneficially by the Corporation shall be disregarded in accordance with the provisions of Section 10.7.

ARTICLE 8 SUPPLEMENTAL INDENTURES

Section 8.1    Provision for Supplemental Indentures for Certain Purposes.

Subject to regulatory approval, from time to time, the Corporation (when authorized by action of the directors) and the Warrant Agent may, subject to the provisions hereof and they

Exhibit 4.3

shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, indentures or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:

(a)setting forth any adjustments resulting from the application of the provisions of Article 4;

(b)adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the premises, provided that the same are not in the opinion of the Warrant Agent, relying on the advice of Counsel, prejudicial to the interests of the Registered Warrantholders;

(c)giving effect to any Extraordinary Resolution passed as provided in Section 7.11;

(d)making such provisions not inconsistent with this Indenture as may be necessary or desirable with respect to matters or questions arising hereunder or for the purpose of obtaining a listing or quotation of the Warrants on any stock exchange, provided that such provisions are not, in the opinion of the Warrant Agent, relying on the advice of Counsel, prejudicial to the interests of the Registered Warrantholders;

(e)adding to or altering the provisions hereof in respect of the transfer of Warrants, making provision for the exchange of Warrants, and making any modification in the form of the Warrant Certificates which does not affect the substance thereof;

(f)modifying any of the provisions of this Indenture, including relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Warrant Agent, relying on the advice of Counsel, such modification or relief in no way prejudices any of the rights of the Registered Warrantholders or of the Warrant Agent, and provided further that the Warrant Agent may in its sole discretion decline to enter into any such supplemental indenture which in its opinion may not afford adequate protection to the Warrant Agent when the same shall become operative;

(g)providing for the issuance of additional Warrants hereunder, including Warrants in excess of the number set out in Section 2.1 and any consequential amendments hereto as may be required by the Warrant Agent relying on the advice of Counsel;

(h)for any other purpose not inconsistent with the terms of this Indenture, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Warrant Agent, relying on the advice of Counsel, the rights of the Warrant Agent and of the Registered Warrantholders are in no way prejudiced thereby; and

(i)For certainty, approval of Registered Warrantholders is not required for the purposes of entering into a supplemental indenture pursuant to this Section 8.1.

Exhibit 4.3

Section 8.2    Successor Entities.

In the case of the consolidation, amalgamation, arrangement, merger or transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to or with another entity (“successor entity”), the successor entity resulting from such consolidation, amalgamation, arrangement, merger or transfer (if not the Corporation) shall expressly assume, by supplemental indenture satisfactory in form to the Warrant Agent and executed and delivered to the Warrant Agent, the due and punctual performance and observance of each and every covenant and condition of this Indenture to be performed and observed by the Corporation.

ARTICLE 9 CONCERNING THE WARRANT AGENT

Section 9.1    Warrant Indenture Legislation.

(1)If and to the extent that any provision of this Indenture limits, qualifies or conflicts with a mandatory requirement of Applicable Legislation, such mandatory requirement shall prevail.

(2)The Corporation and the Warrant Agent agree that each will, at all times in relation to this Indenture and any action to be taken hereunder, observe and comply with and be entitled to the benefits of Applicable Legislation.

Section 9.2    Rights and Duties of Warrant Agent.

(1)In the exercise of the rights and duties prescribed or conferred by the terms of this Indenture, the Warrant Agent shall exercise that degree of care, diligence and skill that a reasonably prudent warrant agent would exercise in comparable circumstances. No provision of this Indenture shall be construed to relieve the Warrant Agent from liability for its own gross negligence, willful misconduct, bad faith or fraud under this Indenture.

(2)The obligation of the Warrant Agent to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Warrant Agent or the Registered Warrantholders hereunder shall be conditional upon the Registered Warrantholders furnishing, when required by notice by the Warrant Agent, sufficient funds to commence or to continue such act, action or proceeding and an indemnity reasonably satisfactory to the Warrant Agent to protect and to hold harmless the Warrant Agent and its officers, directors, employees and agents, against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. None of the provisions contained in this Indenture shall require the Warrant Agent to expend or to risk its own funds or otherwise to incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as aforesaid.

(3)The Warrant Agent may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Registered Warrantholders, at whose instance it is acting to deposit with the Warrant Agent the Warrants Certificates held by them, for which Warrants the Warrant Agent shall issue receipts.

Exhibit 4.3

(4)Every provision of this Indenture that by its terms relieves the Warrant Agent of liability or entitles it to rely upon any evidence submitted to it is subject to the provisions of Applicable Legislation.

Section 9.3    Evidence, Experts and Advisers.

(1)In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation.

(2)In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with the Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture.

(3)Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon.

(4)Whenever Applicable Legislation requires that evidence referred to in Subsection (1) be in the form of a statutory declaration, the Warrant Agent may accept such statutory declaration in lieu of a certificate of the Corporation required by any provision hereof. Any such statutory declaration may be made by one or more of the Chairman of the Board and Chief Executive Officer, President and Chief Operating Officer, Executive Vice-President, Vice-President, Secretary, Controller, Treasurer, or any Assistant- Secretary or Assistant-Treasurer of the Corporation.

(5)Proof of the execution of an instrument in writing, including a Warrantholders’ Request, by any Warrantholder may be made by the certificate of a notary, solicitor or commissioner for oaths, or other officer with similar powers, that the person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Warrant Agent may consider adequate and in respect of a corporate Warrantholder, shall include a certificate of incumbency of such Warrantholder together with a certified resolution authorizing the person who signs such instrument to sign such instrument.

(6)The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so

Exhibit 4.3

performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent. The Corporation shall pay or reimburse the Warrant Agent for any reasonable fees, expenses and disbursements of such Counsel or advisers.

(7)The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Section 9.4    Documents, Monies, etc. Held by Warrant Agent.

(1)Until released in accordance with this Indenture, any funds received hereunder shall be kept in segregated records of the Warrant Agent and the Warrant Agent shall place the funds in segregated trust accounts of the Warrant Agent at one or more of the Canadian Chartered Banks listed in Schedule 1 of the Bank Act (Canada) (“Approved Bank”). All amounts held by the Warrant Agent pursuant to this Indenture shall be held by the Warrant Agent for the Corporation and the delivery of the funds to the Warrant Agent shall not give rise to a debtor-creditor or other similar relationship. The amounts held by the Warrant Agent pursuant to this Indenture are at the sole risk of the Corporation and, without limiting the generality of the foregoing, the Warrant Agent shall have no responsibility or liability for any diminution of the funds which may result from any deposit made with an Approved Bank pursuant to this section, including any losses resulting from a default by the Approved Bank or other credit losses (whether or not resulting from such a default). The parties hereto acknowledge and agree that the Warrant Agent will have acted prudently in depositing the funds at any Approved Bank, and that the Warrant Agent is not required to make any further inquiries in respect of any such bank. The Warrant Agent may hold cash balances constituting part or all of such monies and need not, invest the same; the Warrant Agent shall not be liable to account for any profit to any parties to this Indenture or to any other person or entity.

Section 9.5    Actions by Warrant Agent to Protect Interest.

The Warrant Agent shall have power to institute and to maintain such actions and proceedings as it may consider necessary or expedient to preserve, protect or enforce its interests and the interests of the Registered Warrantholders.

Section 9.6    Warrant Agent Not Required to Give Security.

The Warrant Agent shall not be required to give any bond or security in respect of the execution of the agency and powers of this Indenture or otherwise in respect of the premises.

Section 9.7    Protection of Warrant Agent.

By way of supplement to the provisions of any law for the time being relating to the Warrant Agent it is expressly declared and agreed as follows:

Exhibit 4.3

(a)the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation;

(b)nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto;

(c)the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof;

(d)the Warrant Agent shall not incur any liability or responsibility whatsoever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation;

(e)the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoever, losses , damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that the Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that the Corporation shall not be required to indemnify the Indemnified Parties in the event of the gross negligence or wilful misconduct of the Warrant Agent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and

(f)notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect,

Exhibit 4.3

incidental, consequential, exemplary, aggravated or punitive losses or damages.

(g)the Warrant Agent shall not be liable for any error in good judgment or for any act done or step taken or omitted by it in good faith or for any mistake, in fact or law, or for anything which it may do or refrain from doing in connection herewith except arising out of its own gross negligence, bad faith or willful misconduct.

Section 9.8    Replacement of Warrant Agent; Successor by Merger.

(1)The Warrant Agent may resign its agency and be discharged from all further duties and liabilities hereunder, subject to this Section 9.8, by giving to the Corporation not less than 60 days’ prior notice in writing or such shorter prior notice as the Corporation may accept as sufficient. The Registered Warrantholders by Extraordinary Resolution shall have power at any time to remove the existing Warrant Agent and to appoint a new warrant agent. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Corporation shall forthwith appoint a new warrant agent unless a new warrant agent has already been appointed by the Registered Warrantholders; failing such appointment by the Corporation, the retiring Warrant Agent or any Registered Warrantholder may apply to a judge of the Superior Court of the Province of British Columbia on such notice as such judge may direct, for the appointment of a new warrant agent; but any new warrant agent so appointed by the Corporation or by the Court shall be subject to removal as aforesaid by the Registered Warrantholders. Any new warrant agent appointed under any provision of this Section 9.8 shall be an entity authorized to carry on the business of a trust company in the Province of British Columbia and, if required by the Applicable Legislation for any other provinces, in such other provinces. On any such appointment the new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent hereunder.

(2)Upon the appointment of a successor warrant agent, the Corporation shall promptly notify the Registered Warrantholders thereof in the manner provided for in Section 10.2.

(3)Any Warrant Certificates Authenticated but not delivered by a predecessor Warrant Agent may be Authenticated by the successor Warrant Agent in the name of the successor Warrant Agent.

(4)Any corporation into which the Warrant Agent may be merged or consolidated or amalgamated, or any corporation resulting therefrom to which the Warrant Agent shall be a party, or any corporation succeeding to substantially the corporate trust business of the Warrant Agent shall be the successor to the Warrant Agent hereunder without any further act on its part or any of the parties hereto, provided that such corporation would be eligible for appointment as successor Warrant Agent under Section 9.8(1).

Exhibit 4.3

Section 9.9    Acceptance of Agency

The Warrant Agent hereby accepts the agency in this Indenture declared and provided for and agrees to perform the same upon the terms and conditions herein set forth.

Section 9.10    Warrant Agent Not to be Appointed Receiver.

The Warrant Agent and any person related to the Warrant Agent shall not be appointed a receiver, a receiver and manager or liquidator of all or any part of the assets or undertaking of the Corporation.

Section 9.11    Warrant Agent Not Required to Give Notice of Default.

The Warrant Agent shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do under the terms hereof; nor shall the Warrant Agent be required to take notice of any default hereunder, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Warrant Agent and in the absence of any such notice the Warrant Agent may for all purposes of this Indenture conclusively assume that no default has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein. Any such notice shall in no way limit any discretion herein given to the Warrant Agent to determine whether or not the Warrant Agent shall take action with respect to any default.

Section 9.12    Anti-Money Laundering.

(1)Each party to this Indenture other than the Warrant Agent hereby represents to the Warrant Agent that any account to be opened by, or interest to be held by the Warrant Agent in connection with this Indenture, for or to the credit of such party, either (i) is not intended to be used by or on behalf of any third party; or (ii) is intended to be used by or on behalf of a third party, in which case such party hereto agrees to complete and execute forthwith a declaration in the Warrant Agent’s prescribed form as to the particulars of such third party.

(2)The Warrant Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Warrant Agent, in its sole judgment, determines that such act might cause it to be in non- compliance with any applicable anti-money laundering, anti-terrorist or economic sanctions legislation, regulation or guideline. Further, should the Warrant Agent, in its sole judgment, determine at any time that its acting under this Indenture has resulted in its being in non-compliance with any applicable anti-money laundering, anti-terrorist or economic sanctions legislation, regulation or guideline, then it shall have the right to resign on ten (10) days written notice to the other parties to this Indenture, provided

(i) that the Warrant Agent’s written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Warrant Agent’s satisfaction within such ten (10) day period, then such resignation shall not be effective.

Exhibit 4.3

Section 9.13    Compliance with Privacy Code.

The parties acknowledge that the Warrant Agent may, in the course of providing services hereunder, collect or receive financial and other personal information about such parties and/or their representatives, as individuals, or about other individuals related to the subject matter hereof, and use such information for the following purposes:

(a)to provide the services required under this Indenture and other services that may be requested from time to time;

(b)to help the Warrant Agent manage its servicing relationships with such individuals;

(c)to meet the Warrant Agent’s legal and regulatory requirements; and

(d)if Social Insurance Numbers are collected by the Warrant Agent, to perform tax reporting and to assist in verification of an individual’s identity for security purposes.

Each party acknowledges and agrees that the Warrant Agent may, subject to applicable privacy laws, receive, collect, use and disclose personal information provided to it or acquired by it in the course of its acting as agent hereunder for the purposes described above and, generally, in the manner and on the terms described in its Privacy Code, which the Warrant Agent shall make available on its website, www.computershare.com, or upon request, including revisions thereto. The Warrant Agent may transfer personal information to other companies in or outside of Canada that provide data processing and storage or other support in order to facilitate the services it provides. Further, each party agrees that it shall not provide or cause to be provided to the Warrant Agent any personal information relating to an individual who is not a party to this Indenture unless the Corporation has assured itself that such individual understands and has consented to the aforementioned uses and disclosures.

Section 9.14    Securities Exchange Commission Certification

The Corporation confirms that as at the date of execution of this Indenture it does not have a class of securities registered pursuant to Section 12 of the U.S. Exchange Act or have a reporting obligation pursuant to Section 15(d) of the U.S. Exchange Act. The Corporation covenants that in the event that (i) any class of its securities shall become registered pursuant to Section 12 of the U.S. Exchange Act or the Corporation shall incur a reporting obligation pursuant to Section 15(d) of the U.S. Exchange Act, or (ii) any such registration or reporting obligation shall be terminated by the Corporation in accordance with the U.S. Exchange Act, the Corporation shall promptly deliver to the Warrant Agent an officers’ certificate (in a form provided by the Warrant Agent notifying the Warrant Agent of such registration or termination and such other information as the Warrant Agent may require at the time. The Corporation acknowledges that Warrant Agent is relying upon the foregoing representation and covenants in order to meet certain United States Securities and Exchange Commission (“SEC”) obligations with respect to those clients who are filing with the SEC.

Exhibit 4.3

ARTICLE 10 GENERAL

Section 10.1    Notice to the Corporation and the Warrant Agent.

(1)Unless herein otherwise expressly provided, any notice to be given hereunder to the Corporation or the Warrant Agent shall be deemed to be validly given if delivered, sent by registered letter, postage prepaid, if faxed or if emailed:

(a)If to the Corporation: enCoreEnergy Corp.

101 North Shoreline Boulevard, Suite 450

Corpus Christi, TX 78401

Attention:    Paul Goranson, CEO and Director Email:    PGoranson@encoreuranium.com

with a copy (which shall not constitute notice) to:

Morton Law LLP

750 Pender Street West Vancouver, BC V6C 2T8

Attention:    Edward Mayerhofer Email:    elm@mortonlaw.ca

(c)    If to the Warrant Agent:

Computershare Trust Company of Canada 3rd Floor 510 Burrard St

Vancouver, BC V6C 3B9

Attention:    General Manager, Corporate Trust Email: corporatetrust.vancouver@computershare.com

and any such notice delivered in accordance with the foregoing shall be deemed to have been received and given on the date of delivery or, if mailed, on the fifth Business Day following the date of mailing such notice or, if faxed or emailed, on the next Business Day following the date of transmission.

(2)The Corporation or the Warrant Agent, as the case may be, may from time to time notify the other in the manner provided in Section 10.1(1) of a change of address which, from the effective date of such notice and until changed by like notice, shall be the address of the Corporation or the Warrant Agent, as the case may be, for all purposes of this Indenture.

(3)If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal employees, any notice to be given to the Warrant Agent or to the Corporation hereunder could reasonably be considered unlikely to reach its

Exhibit 4.3

destination, such notice shall be valid and effective only if it is delivered to the named officer of the party to which it is addressed, as provided in Section 10.1(1), or given by facsimile or email or other means of prepaid, transmitted and recorded communication.

Section 10.2    Notice to Registered Warrantholders.

(1)Unless otherwise provided herein, notice to the Registered Warrantholders under the provisions of this Indenture shall be valid and effective if delivered or sent by ordinary prepaid post addressed to such holders at their post office addresses appearing on the register hereinbefore mentioned and shall be deemed to have been effectively received and given on the date of delivery or, if mailed, on the third Business Day following the date of mailing such notice. In the event that Warrants are held in the name of the Depository, a copy of such notice shall also be sent by electronic communication to the Depository and shall be deemed received and given on the day it is so sent.

(2)If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal employees, any notice to be given to the Registered Warrantholders hereunder could reasonably be considered unlikely to reach its destination, such notice shall be valid and effective only if it is delivered to such Registered Warrantholders to the address for such Registered Warrantholders contained in the register maintained by the Warrant Agent or such notice may be given, at the Corporation’s expense, by means of publication in the Globe and Mail, National Edition, or any other English language daily newspaper or newspapers of general circulation in Canada, in each two successive weeks, the first such notice to be published within 5 business days of such event, and any so notice published shall be deemed to have been received and given on the latest date the publication takes place.

(3)Accidental error or omission in giving notice or accidental failure to mail notice to any Warrantholder will not invalidate any action or proceeding founded thereon.

Section 10.3    Ownership of Warrants.

The Corporation and the Warrant Agent may deem and treat the Registered Warrantholders as the absolute owner thereof for all purposes, and the Corporation and the Warrant Agent shall not be affected by any notice or knowledge to the contrary except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction. The receipt of any such Registered Warrantholder of the Warrant Shares which may be acquired pursuant thereto shall be a good discharge to the Corporation and the Warrant Agent for the same and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction.

Section 10.4    Counterparts.

This Indenture may be executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution they shall be deemed to be dated as of the date hereof. Delivery of an executed copy of this Indenture by electronic facsimile transmission or other means of electronic communication capable of

Exhibit 4.3

producing a printed copy will be deemed to be execution and delivery of this Indenture as of the date hereof.

Section 10.5    Satisfaction and Discharge of Indenture.

Upon the earlier of:

(1)the date by which there shall have been delivered to the Warrant Agent for exercise or cancellation all Warrants theretofore Authenticated hereunder, in the case of Warrant Certificates or Uncertificated Warrants, or by way of standard processing through the book entry registration system in the case of a CDS Warrant; and

(2)the Expiry Time;

and if all certificates or other entry on the register representing Warrant Shares required to be issued in compliance with the provisions hereof have been issued and delivered hereunder or to the Warrant Agent in accordance with such provisions, this Indenture shall cease to be of further effect and the Warrant Agent, on demand of and at the cost and expense of the Corporation and upon delivery to the Warrant Agent of a certificate of the Corporation stating that all conditions precedent to the satisfaction and discharge of this Indenture have been complied with, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. Notwithstanding the foregoing, the indemnities provided to the Warrant Agent by the Corporation hereunder shall remain in full force and effect and survive the termination of this Indenture.

Section 10.6    Provisions of Indenture and Warrants for the Sole Benefit of Parties and Registered Warrantholders.

Nothing in this Indenture or in the Warrants, expressed or implied, shall give or be construed to give to any person other than the parties hereto and the Registered Warrantholders, as the case may be, any legal or equitable right, remedy or claim under this Indenture, or under any covenant or provision herein or therein contained, all such covenants and provisions being for the sole benefit of the parties hereto and the Registered Warrantholders.

Section 10.7    Common Shares or Warrants Owned by the Corporation or its Subsidiaries - Certificate to be Provided.

For the purpose of disregarding any Warrants owned legally or beneficially by the Corporation in Section 7.16, the Corporation shall provide to the Warrant Agent, from time to time, a certificate of the Corporation setting forth as at the date of such certificate:

(a)the names (other than the name of the Corporation) of the Registered Warrantholders which, to the knowledge of the Corporation, are owned by or held for the account of the Corporation; and

(b)the number of Warrants owned legally or beneficially by the Corporation; and the Warrant Agent, in making the computations in Section 7.16, shall be entitled to rely on such certificate without any additional evidence.

Exhibit 4.3

Section 10.8    Severability

If, in any jurisdiction, any provision of this Indenture or its application to any party or circumstance is restricted, prohibited or unenforceable, such provision will, as to such jurisdiction, be ineffective only to the extent of such restriction, prohibition or unenforceability without invalidating the remaining provisions of this Indenture and without affecting the validity or enforceability of such provision in any other jurisdiction or without affecting its application to other parties or circumstances.

Section 10.9    Force Majeure

No party shall be liable to the other, or held in breach of this Indenture, if prevented, hindered, or delayed in the performance or observance of any provision contained herein by reason of act of God, riots, terrorism, acts of war, epidemics, governmental action or judicial order, earthquakes, or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures). Performance times under this Indenture shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section.

Section 10.10    Assignment, Successors and Assigns

Neither of the parties hereto may assign its rights or interest under this Indenture, except as provided in Section 9.8 in the case of the Warrant Agent, or as provided in Section 8.2 in the case of the Corporation. Subject thereto, this Indenture shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

Section 10.11    Rights of Rescission and Withdrawal for Holders

Should a holder of Warrants exercise any legal, statutory, contractual or other right of withdrawal or rescission that may be available to it, and the holder’s funds which were paid on exercise have already been released to the Corporation by the Warrant Agent, the Warrant Agent shall not be responsible for ensuring the exercise is cancelled and a refund is paid back to the holder. In such cases, the holder shall seek a refund directly from the Corporation and subsequently, the Corporation, upon surrender to the Corporation or the Warrant Agent of any underlying Warrant Shares or other securities that may have been issued, or such other procedure as agreed to by the parties hereto, shall instruct the Warrant Agent in writing, to cancel the exercise transaction and any such underlying Warrant Shares or other securities on the register, which may have already been issued upon the Warrant exercise. In the event that any payment is received from the Corporation by virtue of the holder being a shareholder for such Warrants that were subsequently rescinded, such payment must be returned to the Corporation by such holder. The Warrant Agent shall not be under any duty or obligation to take any steps to ensure or enforce the return of the funds pursuant to this section, nor shall the Warrant Agent be in any other way responsible in the event that any payment is not delivered or received pursuant to this section. Notwithstanding the foregoing, in the event that the Corporation provides the refund to the Warrant Agent for distribution to the holder, the Warrant Agent shall return such funds to the holder as soon as reasonably practicable, and

Exhibit 4.3

in so doing, the Warrant Agent shall incur no liability with respect to the delivery or non-delivery of any such funds.

[signature page follows]

Exhibit 4.3

IN WITNESS WHEREOF the parties hereto have executed this Indenture under the hands of their proper officers in that behalf as of the date first written above.

ENCORE ENERGY CORP.

Exhibit 4.3

By:

"W. Paul Goranson"

Name: W. Paul Goranson

Title: Chief Executive Officer

COMPUTERSHARE TRUST COMPANY OF CANADA

By:     "Ruibo Ni"

Name: Ruibo Ni

Title:

Corporate Trust Officer

By:     "Winny Lee"

Name: Title:

Winny Lee

Professional Corporate Trust

Exhibit 4.3

SCHEDULE “A”

FORM OF WARRANT CERTIFICATE

If issued to U.S. Warrantholders:

THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE ON EXERCISE HEREOF] HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE ISSUER THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT, (D) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (1) RULE 144 THEREUNDER, IF AVAILABLE, OR (2) RULE 144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (E) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS AND, IN THE CASE OF (D)(1) AND (E) ABOVE, AFTER THE SELLER FURNISHES TO THE ISSUER AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THESE SECURITIES MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON OR A PERSON IN THE UNITED STATES UNLESS THESE SECURITIES AND THE UNDERLYING SECURITIES HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.

And if issued before April 7, 2023:

"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE APRIL 7, 2023"

WITHOUT PRIOR WRITTEN APPROVAL OF TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT BEFORE APRIL 7, 2023”

Exhibit 4.3

WARRANT

To acquire Common Shares of

ENCORE ENERGY CORP.

Warrant

Certificate No.

(a company existing pursuant to the laws of British Columbia)

Certificate for

Warrants, each entitling the holder to acquire one (1) Common Share (subject to adjustment as provided for in the Warrant Indenture (as defined below)

CUSIP 29259W155 ISIN CA29259W1555

THIS IS TO CERTIFY THAT, for value received,

(the “Warrantholder”) is the registered holder of the number of common share purchase warrants (the “Warrants”) of enCore Energy Corp. (the “Corporation”) specified above, and is entitled, on exercise of these Warrants upon and subject to the terms and conditions set forth herein and in the Warrant Indenture, to purchase at any time before 5:00 p.m. (Toronto time) (the “Expiry Time”) on the date that is 3 years following the Release Date (the “Expiry Date”), one fully paid and non-assessable common share without par value in the capital of the Corporation as constituted on the date hereof (a “Common Share”) for each Warrant subject to adjustment in accordance with the terms of the Warrant Indenture.

The right to purchase Common Shares may only be exercised by the Warrantholder within the time set forth above by:

(a)duly completing and executing the exercise form (the “Exercise Form”) attached hereto; and

(b)surrendering this warrant certificate (the “Warrant Certificate”), with the Exercise Form to the Warrant Agent at one of the principal office of the Warrant Agent, in the City of Vancouver, British Columbia together with a certified cheque, bank draft or money order in the lawful money of Canada payable to or to the order of the Corporation in an amount equal to the purchase price of the Common Shares so subscribed for.

The surrender of this Warrant Certificate, the duly completed Exercise Form and payment as provided above will be deemed to have been effected only on personal delivery thereof to, or if sent by mail or other means of transmission on actual receipt thereof by, the Warrant Agent at its principal office as set out above.

Exhibit 4.3

Subject to adjustment thereof in the events and in the manner set forth in the Warrant Indenture hereinafter referred to, the exercise price payable for each Common Share upon the exercise of Warrants shall be $3.75 per Common Share (the “Exercise Price”).

Certificates for the Common Shares subscribed for will be mailed to the persons specified in the Exercise Form at their respective addresses specified therein or, if so specified in the Exercise Form, delivered to such persons at the office where this Warrant Certificate is surrendered. If fewer Common Shares are purchased than the number that can be purchased pursuant to this Warrant Certificate, the holder hereof will be entitled to receive without charge a new Warrant Certificate in respect of the balance of the Warrants not so exercised. No fractional Common Shares will be issued upon exercise of any Warrant.

This Warrant Certificate evidences Warrants of the Corporation issued or issuable under the provisions of a warrant indenture (which indenture together with all other instruments supplemental or ancillary thereto is herein referred to as the “Warrant Indenture”) dated as of December 6, 2022 among the Corporation and Computershare Trust Company of Canada, as Warrant Agent, to which Warrant Indenture reference is hereby made for particulars of the rights of the holders of Warrants, the Corporation and the Warrant Agent in respect thereof and the terms and conditions on which the Warrants are issued and held, all to the same effect as if the provisions of the Warrant Indenture were herein set forth, to all of which the holder, by acceptance hereof, assents. The Corporation will furnish to the holder, on request and without charge, a copy of the Warrant Indenture.

Neither the Warrants nor the Common Shares issuable upon exercise hereof have been or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or U.S. state securities laws. The Warrants may not be exercised in the United States, or by or on behalf of, or for the account or benefit of, a U.S. person or a person in the United States, unless (i) this Warrant and such Common Shares have been registered under the U.S. Securities Act and the applicable laws of any such state, or (ii) an exemption from such registration requirements is available and the requirements set forth in the Exercise Form have been satisfied. “United States” and “U.S. person” are as defined in Regulation S under the U.S. Securities Act.

On presentation at the principal office of the Warrant Agent as set out above, subject to the provisions of the Warrant Indenture and on compliance with the reasonable requirements of the Warrant Agent, one or more Warrant Certificates may be exchanged for one or more Warrant Certificates representing in the aggregate an equal number of Warrants as are held under the Warrant Certificate(s) so exchanged.

The Warrant Indenture contains provisions for the adjustment of the Exercise Price payable for each Common Share upon the exercise of Warrants and the number of Common Shares issuable upon the exercise of Warrants in the events and in the manner set forth therein.

The Warrant Indenture also contains provisions making binding on all holders of Warrants outstanding thereunder resolutions passed at meetings of holders of Warrants held in accordance with the provisions of the Warrant Indenture and instruments in writing signed by Warrantholders of Warrants holding a specific majority of the Warrants.

Nothing contained in this Warrant Certificate, the Warrant Indenture or elsewhere shall be construed as conferring upon the holder hereof any right or interest whatsoever as a holder of Common Shares or any other right or interest except as herein and in the Warrant Indenture expressly provided. In the event of any discrepancy between anything contained in this Warrant

Exhibit 4.3

Certificate and the terms and conditions of the Warrant Indenture, the terms and conditions of the Warrant Indenture shall govern.

Warrants may only be transferred in compliance with the conditions of the Warrant Indenture on the register to be kept by the Warrant Agent in Vancouver, British Columbia or such other registrar as the Corporation, with the approval of the Warrant Agent, may appoint at such other place or places, if any, as may be designated, upon surrender of this Warrant Certificate to the Warrant Agent or other registrar accompanied by a written instrument of transfer in form and execution satisfactory to the Warrant Agent or other registrar and upon compliance with the conditions prescribed in the Warrant Indenture and with such reasonable requirements as the Warrant Agent or other registrar may prescribe and upon the transfer being duly noted thereon by the Warrant Agent or other registrar. Time is of the essence hereof.

This Warrant Certificate will not be valid for any purpose until it has been countersigned by or on behalf of the Warrant Agent from time to time under the Warrant Indenture.

The parties hereto have declared that they have required that these presents and all other documents related hereto be in the English language. Les parties aux présentes déclarent qu’elles ont exigé que la présente convention, de même que tous les documents s’y rapportant, soient rédigés en anglais.

Any capitalized term in this Warrant Certificate that is not otherwise defined herein, shall have the meaning ascribed thereto in the Warrant Indenture.

Exhibit 4.3

IN WITNESS WHEREOF the Corporation has caused this Warrant Certificate to be duly executed as of     , 202 .

ENCORE ENERGY CORP.

By:         Authorized Signatory

Countersigned and Registered by:    COMPUTERSHARE TRUST COMPANY OF

CANADA

By:         Name:

Title:

Exhibit 4.3

FORM OF TRANSFER

To:    Computershare Trust Company of Canada

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers to

(print name and address) the Warrants represented by this Warrant Certificate and hereby irrevocably constitutes and appoints     as its attorney with full power of substitution to transfer the said securities on the appropriate register of the Warrant Agent.

Any capitalized term in this Warrant Certificate that is not otherwise defined herein, shall have the meaning ascribed thereto in the Warrant Indenture.

In the case of a warrant certificate that contains U.S. restrictive legends substantially in the form set forth in Section 2.8(3) of the Warrant Indenture, the undersigned hereby represents, warrants and certifies that (one (only) of the following must be checked):

(A)    the transfer is being made only to the Corporation;

(B) the transfer is being made outside the United States in compliance with Regulation S under the U.S. Securities Act and in compliance with any applicable local securities laws and regulations and the holder has provided herewith the Declaration for Removal of Legend attached as Schedule “C” to the Warrant Indenture; or

(C) the transfer is being made within the United States or to, or for the account or benefit of, U.S. Persons, in accordance with a transaction that does not require registration under the U.S. Securities Act or any applicable state securities laws and the undersigned has furnished to the Corporation and the Warrant Agent an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation and the Warrant Agent to such effect.

Warrants shall only be transferable in accordance with the Warrant Indenture and all Applicable Laws. Without limiting the foregoing, if the Warrant Certificate bears a legend restricting the transfer of the Warrants except pursuant to an exemption from registration under the U.S. Securities Act, this Form of Transfer must be accompanied by a Form of Declaration for Removal of Legend in the form attached as Schedule “C” to the Warrant Indenture (or such other form as the Corporation may prescribe from time to time), or a written opinion of counsel of recognized standing, or other evidence, in each case in form and substance reasonably satisfactory to the Corporation and to the Warrant Agent, to the effect that the transfer is exempt from registration under the U.S. Securities Act

If transfer is to a U.S. Person, check this box.

[Remainder of page intentionally left blank]

Exhibit 4.3

DATED this     day of    , 20    .

SPACE FOR GUARANTEES OF    )

SIGNATURES (BELOW)    )

)    Signature of Transferor

)

)

Exhibit 4.3

Guarantor’s Signature/Stamp

)    Name of Transferor

)

REASON FOR TRANSFER – For US Residents only (where the individual(s) or corporation receiving the securities is a US resident). Please select only one (see instructions below).

Gift     Estate     Private Sale     Other (or no change in ownership)

Date of Event (Date of gift, death or sale): Value per Warrant on the date of event:

CAD OR USD

CERTAIN REQUIREMENTS RELATING TO TRANSFERS – READ CAREFULLY

The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement, or any change whatsoever. All securityholders or a legally authorized representative must sign this form. The signature(s) on this form must be guaranteed in accordance with the transfer agent’s then current guidelines and requirements at the time of transfer. Notarized or witnessed signatures are not acceptable as guaranteed signatures. As at the time of closing, you may choose one of the following methods (although subject to change in accordance with industry practice and standards):

•Canada and the USA: A Medallion Signature Guarantee obtained from a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Many commercial banks, savings banks, credit unions, and all broker dealers participate in a Medallion Signature Guarantee Program. The Guarantor must affix a stamp bearing the actual words “Medallion Guaranteed”, with the correct prefix covering the face value of the certificate.

•Canada: A Signature Guarantee obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust. The Guarantor must affix a stamp bearing the actual words “Signature Guaranteed”, sign and print their full name and alpha numeric signing number. Signature Guarantees are not accepted from Treasury Branches, Credit Unions or Caisse Populaires unless they are members of a Medallion Signature Guarantee Program. For corporate holders, corporate signing resolutions, including certificate of incumbency, are also required to accompany the transfer, unless there is a “Signature & Authority to Sign Guarantee” Stamp affixed to the transfer (as opposed to a

Exhibit 4.3

“Signature Guaranteed” Stamp) obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust or a Medallion Signature Guarantee with the correct prefix covering the face value of the certificate.

•Outside North America: For holders located outside North America, present the certificates(s) and/or document(s) that require a guarantee to a local financial institution that has a corresponding Canadian or American affiliate which is a member of an acceptable Medallion Signature Guarantee Program. The corresponding affiliate will arrange for the signature to be over-guaranteed.

OR

The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement, or any change whatsoever. The signature(s) on this form must be guaranteed by an authorized officer of Royal Bank of Canada, Scotia Bank or TD Canada Trust whose sample signature(s) are on file with the transfer agent, or by a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Notarized or witnessed signatures are not acceptable as guaranteed signatures. The Guarantor must affix a stamp bearing the actual words: “SIGNATURE GUARANTEED”, “MEDALLION GUARANTEED” OR “SIGNATURE &

AUTHORITY TO SIGN GUARANTEE”, all in accordance with the transfer agent’s then current guidelines and requirements at the time of transfer. For corporate holders, corporate signing resolutions, including certificate of incumbency, will also be required to accompany the transfer unless there is a “SIGNATURE & AUTHORITY TO SIGN GUARANTEE” Stamp affixed to the Form of Transfer obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust or a “MEDALLION GUARANTEED” Stamp affixed to the Form of Transfer, with the correct prefix covering the face value of the certificate.

REASON FOR TRANSFER – FOR US RESIDENTS ONLY

Consistent with US IRS regulations, Computershare Trust Company of Canada is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place).

Exhibit 4.3

SCHEDULE “B” EXERCISE FORM

TO:    enCore Energy Corp.

AND TO:    Computershare Trust Company of Canada 3rd Floor, 510 Burrard St

Vancouver, BC V6B 3B9

The undersigned holder of the Warrants evidenced by this Warrant Certificate hereby exercises the right to acquire:

Common Shares of enCore Energy Corp. pursuant to the right of such holder to be issued, and hereby subscribes for, the Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Indenture for an aggregate exercise price of     .

The undersigned hereby acknowledges that the undersigned is aware that the Common Shares received on exercise may be subject to restrictions on resale under applicable securities legislation.

Any capitalized term in this Warrant Certificate that is not otherwise defined herein, shall have the meaning ascribed thereto in the Warrant Indenture.

The undersigned hereby represents, warrants and certifies that (check box (a), (b), or (c) as applicable):

(a) the undersigned (i) is not in the United States; (ii) is not a U.S. Person; (iii) is not exercising the Warrants on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (iv) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (v) did not receive an offer to exercise the Warrants in the United States; (vi) did not execute or deliver this Exercise Form in the United States; (vii) is not requesting delivery of the underlying Common Shares at an address in the United States; and (viii) has, in all other respects, complied with the terms of Regulation S in connection herewith;

(b) the undersigned (i) is a Qualified Institutional Buyer as defined in Rule 144A under the U.S. Securities Act who first purchased Subscription Receipts on the date of original issuance of the Subscription Receipts and who, in connection with such purchase, executed a U.S. Subscription Agreement; (ii) is exercising the Warrants for its own account or for the account of a disclosed principal that was named in the U.S. Subscription Agreement; (iii) is, and such disclosed principal, if any, is a Qualified Institutional Buyer at the time of exercise of these Warrants; and (iv) confirms the representations and warranties made by the undersigned in the U.S. Subscription Agreement including all applicable schedules attached thereto at the time of the original purchase of the Subscription Receipts remain true and complete as of the date hereof;

Exhibit 4.3

(c) the undersigned (A) is (i) present in the United States, (ii) a U.S. Person, (iii) a person exercising the Warrants for the account or benefit of a U.S. Person or a person in the United States, or (iv) requesting delivery in the United States of the Common Shares issuable upon such exercise, and (B) an exemption from the registration requirements of the U.S. Securities Act and all applicable state securities laws is available for the exercise of the Warrants, and attached hereto is a written opinion of U.S. counsel or other evidence in form and substance confirmed to be reasonably satisfactory to the Corporation and the Warrant Agent to that effect.

Unless Box (a) above is checked, certificates representing Common Shares will bear the legend set forth in Section 2.8(3) of the Warrant Indenture.

If Box (c) above is checked, holders are encouraged to consult with the Corporation and the Warrant Agent in advance to determine that the legal opinion tendered in connection with the exercise will be satisfactory in form and substance to the Corporation and the Warrant Agent.

The undersigned hereby exercises the right of such holder to be issued, and hereby subscribes for, Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Warrant Indenture.

The undersigned hereby acknowledges that the undersigned is aware that the Common Shares received on exercise may be subject to restrictions on resale under applicable securities legislation including the resale restrictions in the U.S. Subscription Agreement applicable to QIB Purchasers.

The undersigned hereby irrevocably directs that the said Common Shares be issued, registered and delivered as follows:

Exhibit 4.3

Name(s) in Full and Social Insurance Number(s)

(if applicable)

Address(es)        Number of Common Shares

        

Please print full name in which certificates representing the Common Shares are to be issued. If any Common Shares are to be issued to a person or persons other than the registered holder, the registered holder must pay to the Warrant Agent all eligible transfer taxes or other government charges, if any, and the Form of Transfer must be duly executed.

Exhibit 4.3

Once completed and executed, this Exercise Form must be mailed or delivered to

Computershare Trust Company of Canada, c/o General Manager, Corporate Trust.

[execution page follows]

Exhibit 4.3

DATED this     day of     , 20 .

)

)

Exhibit 4.3

Witness

) (Signature of Warrantholder, to be the same as

) appears on the face of this Warrant Certificate)

)

) Name of Registered Warrantholder

)

Please check if the certificates representing the Common Shares are to be delivered at the office where this Warrant Certificate is surrendered, failing which such certificates will be mailed to the address set out above. Certificates will be delivered or mailed as soon as practicable after the surrender of this Warrant Certificate to the Warrant Agent.

Exhibit 4.3

SCHEDULE “C”

FORM OF DECLARATION OF REMOVAL OF LEGEND

Declarations for Removal of Legend

To:    Computershare Trust Company of Canada,

And to:    Computershare Investor Services Inc., as Registrar and Transfer Agent for the Common Shares of enCore Energy Corp. (the “Corporation”).

The undersigned (A) acknowledges that the sale of securities of the Corporation to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and (B) certifies that (1) the undersigned is not (a) an “affiliate” (as defined in Rule 405 under the U.S. Securities Act) of the Corporation, (b) a “distributor” as defined in Regulation S, or (c) an affiliate of a distributor; (2) the offer of such securities was not made to a “U.S. person” or to a person in the United States and either (a) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, or (b) the transaction was executed on or through the facilities of the TSX Venture Exchange, and neither the seller nor any person acting on its behalf knows that the transaction was prearranged with a buyer in the United States; (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities; (4) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the securities are “restricted securities” (as that term is defined in Rule 144(a)(3) under the U.S. Securities Act); (5) the seller does not intend to replace such securities with fungible unrestricted securities; and

(6) the contemplated sale is not a transaction, or part of a series of transactions, which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Unless otherwise defined, terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.

By:      Signature

Name (please print)

Date

AFFIRMATION BY SELLER’S BROKER-DEALER (REQUIRED FOR SALES IN ACCORDANCE WITH SECTION (B)(2)(B) ABOVE)

We have read the foregoing representations of our customer,     (the “Seller”) dated

, with regard to our sale, for such Seller’s account, of the securities of the Corporation described therein, and on behalf of ourselves we certify and affirm that (A) we have no knowledge that the transaction had been prearranged with a buyer in the United States, (B) the transaction was executed on or through the facilities of the TSX Venture Exchange, (C) neither we, nor any person acting on our behalf, engaged in any directed selling efforts in connection with the offer and sale of such securities, and (D) no selling concession, fee or other remuneration is being paid to us in connection with this offer and sale other than the usual and customary broker’s commission that would be received by a person executing such transaction as agent. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.

Name of Firm

By:          Authorized officer

Date:

Document

Exhibit 4.4

ENCORE ENERGY CORP.

as the Corporation

and

COMPUTERSHARE TRUST COMPANY OF CANADA

as the Warrant Agent

WARRANT INDENTURE

Providing for the Issue of Warrants

Dated as of March 25, 2022

TABLE OF CONTENTS

Page No.

INTERPRETATION

TABLE OF CONTENTS

Section 1.1Definitions2

Section 1.2Gender and Number7

Section 1.3Headings, Etc7

Section 1.4Day not a Business Day7

Section 1.5Time of the Essence.7

Section 1.6Monetary References7

Section 1.7Applicable Law7

ISSUE OF WARRANTS

Section 2.1Creation and Issue of Warrants.8

Section 2.2Terms of Warrants.8

Section 2.3Warrantholder not a Shareholder9

Section 2.4Warrants to Rank Pari Passu.9

Section 2.5Form of Warrants, Warrant Certificates9

Section 2.6Book Entry Warrants.10

Section 2.7Warrant Certificate.12

Section 2.8Legends14

Section 2.9Register of Warrants16

Section 2.10Issue in Substitution for Warrant Certificates Lost, etc17

Section 2.11Exchange of Warrant Certificates18

Section 2.12Transfer and Ownership of Warrants.18

Section 2.13Cancellation of Surrendered Warrants20

EXERCISE OF WARRANTS

Section 3.1Right of Exercise.20

Section 3.2Warrant Exercise.20

Section 3.3    Prohibition on Exercise by U.S. Persons; Legended Certificates    23

Section 3.4Transfer Fees and Taxes25

Section 3.5Warrant Agency25

Section 3.6Effect of Exercise of Warrant Certificates25

Section 3.7Partial Exercise of Warrants; Fractions26

Section 3.8Expiration of Warrants26

Section 3.9Accounting and Recording26

Section 3.10Securities Restrictions27

TABLE OF CONTENTS

ADJUSTMENT OF NUMBER OF WARRANT SHARES AND EXERCISE PRICE

Section 4.1Adjustment of Number of Warrant Shares and Exercise Price.27

Section 4.2Entitlement to Warrant Shares on Exercise of Warrant.33

Section 4.3No Adjustment for Certain Transactions33

Section 4.4Determination by Independent Firm33

Section 4.5Proceedings Prior to any Action Requiring Adjustment33

Section 4.6Certificate of Adjustment34

Section 4.7Notice of Special Matters34

Section 4.8No Action after Notice34

Section 4.9Other Action.34

Section 4.10Protection of Warrant Agent35

Section 4.11Participation by Warrantholder35

RIGHTS OF THE CORPORATION AND COVENANTS

Section 5.1Optional Purchases by the Corporation.36

Section 5.2General Covenants36

Section 5.3Warrant Agent’s Remuneration and Expenses37

Section 5.4Performance of Covenants by Warrant Agent37

Section 5.5Enforceability of Warrants.38

ENFORCEMENT

Section 6.1Suits by Registered Warrantholders38

Section 6.2Suits by the Corporation.38

Section 6.3Immunity of Shareholders, etc38

Section 6.4Waiver of Default39

MEETINGS OF REGISTERED WARRANTHOLDERS

Section 7.1Right to Convene Meetings39

Section 7.2Notice.40

Section 7.3Chairman.40

Section 7.4Quorum40

Section 7.5Power to Adjourn.41

Section 7.6Show of Hands41

TABLE OF CONTENTS

Section 7.7Poll and Voting41

• ii -

Section 7.8Regulations41

Section 7.9Corporation and Warrant Agent May be Represented.42

Section 7.10Powers Exercisable by Extraordinary Resolution.42

Section 7.11Meaning of Extraordinary Resolution.44

Section 7.12Powers Cumulative.45

Section 7.13Minutes.45

Section 7.14Instruments in Writing45

Section 7.15Binding Effect of Resolutions45

Section 7.16Holdings by Corporation Disregarded.45

SUPPLEMENTAL INDENTURES

Section 8.1Provision for Supplemental Indentures for Certain Purposes46

Section 8.2Successor Entities47

CONCERNING THE WARRANT AGENT

Section 9.1Trust Indenture Legislation.47

Section 9.2Rights and Duties of Warrant Agent48

Section 9.3Evidence, Experts and Advisers48

Section 9.4Documents, Monies, etc. Held by Warrant Agent49

Section 9.5Actions by Warrant Agent to Protect Interest50

Section 9.6Warrant Agent Not Required to Give Security50

Section 9.7Protection of Warrant Agent50

Section 9.8Replacement of Warrant Agent; Successor by Merger52

Section 9.9Acceptance of Agency53

Section 9.10Warrant Agent Not to be Appointed Receiver53

Section 9.11Warrant Agent Not Required to Give Notice of Default53

Section 9.12Anti-Money Laundering.53

Section 9.13Compliance with Privacy Code.54

Section 9.14Securities and Exchange Commission Certification.55

GENERAL

Section 10.1Notice to the Corporation and the Warrant Agent55

TABLE OF CONTENTS

Section 10.2Notice to Registered Warrantholders56

Section 10.3Ownership of Warrants57

Section 10.4Counterparts57

Section 10.5Satisfaction and Discharge of Indenture.57

• iii -

Section 10.6Provisions of Indenture and Warrants for the Sole Benefit of Parties and Registered Warrantholders58

Section 10.7Common Shares or Warrants Owned by the Corporation or its Subsidiaries - Certificate to be Provided.58

Section 10.8Severability58

Section 10.9Force Majeure59

Section 10.10Assignment, Successors and Assigns59

Section 10.11Rights of Rescission and Withdrawal for Holders59

TABLE OF CONTENTS

SCHEDULES

SCHEDULE “A” - FORM OF WARRANT

SCHEDULE “B” EXERCISE FORM SCHEDULE “C”

FORM OF DECLARATION FOR REMOVAL OF LEGEND

SCHEDULE “D”

FORM OF U.S. PURCHASER CERTIFICATION UPON EXERCISE OF WARRANTS

• iv -

WARRANT INDENTURE

THIS WARRANT INDENTURE is dated as of March 25, 2022.

BETWEEN:

ENCORE ENERGY CORP., a corporation incorporated under the laws of the Province of British Columbia (the “Corporation”),

• AND -

COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company

existing under the laws of Canada and authorized to carry on business in all provinces of Canada (the “Warrant Agent”)

WHEREAS in connection with a prospectus offering of Units (as defined herein) of the Corporation pursuant to an underwriting agreement among the Corporation, Clarus Securities Inc., PI Financial Corp., and Red Cloud Securities Inc. dated March 7, 2022, the Corporation is proposing to issue up to 9,803,921 Warrants pursuant to this Indenture;

AND WHEREAS each Unit shall consist of one (1) Common Share (as defined herein) and one-half (0.5) of one Warrant (as defined herein);

AND WHEREAS pursuant to this Indenture, each whole Warrant shall, subject to adjustment, entitle the holder thereof to acquire one (1) Common Share (each, a “Warrant Share”) upon payment of the Exercise Price prior to the Expiry Time upon the terms and conditions herein set forth;

AND WHEREAS all acts and deeds necessary have been done and performed to make the Warrants, when created and issued as provided in this Indenture, legal, valid and binding upon the Corporation with the benefits and subject to the terms of this Indenture;

AND WHEREAS the foregoing recitals are made as representations and statements of fact by the Corporation and not by the Warrant Agent;

NOW THEREFORE, in consideration of the premises and mutual covenants hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Corporation hereby appoints the Warrant Agent as warrant agent to hold the rights, interests and benefits contained herein for and on behalf of those persons who from time to time become the holders of Warrants issued pursuant to this Indenture and the parties hereto agree as follows:

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INTERPRETATION

Section 1.1    Definitions.

In this Indenture, including the recitals and schedules hereto, and in all indentures supplemental hereto:

“Adjustment Period” means the period from the Effective Date up to and including the Expiry Time;

“Applicable Legislation” means any statute of Canada or a province thereof, and the regulations under any such named or other statute, relating to warrant indentures or to the rights, duties and obligations of warrant agents under warrant indentures, to the extent that such provisions are at the time in force and applicable to this Indenture;

“Auditors” means Davidson & Company LLP or such other firm of chartered accountants duly appointed as auditors of the Corporation, from time to time;

“Authenticated” means (a) with respect to the issuance of a Warrant Certificate, one which has been duly signed by the Corporation or on which the signatures of the Corporation have been printed, lithographed or otherwise mechanically reproduced and authenticated by signature of an authorized officer of the Warrant Agent, and

(b) with respect to the issuance of an Uncertificated Warrant, one in respect of which the Warrant Agent has completed all Internal Procedures such that the particulars of such Uncertificated Warrant as required by Section 2.7 are entered in the register of Warrantholders, “Authenticate”, “Authenticating” and “Authentication” have the appropriate correlative meanings;

“Book Entry Participants” means institutions that participate directly or indirectly in the Depository’s book entry registration system for the Warrants;

“Book Entry Warrants” means Warrants that are to be held only by or on behalf of the Depository;

“Business Day” means any day other than Saturday, Sunday or a statutory or civic holiday, or any other day on which banks are not open for business in the City of Vancouver, Province of British Columbia, and shall be a day on which the TSX-V is open for trading;

“CDS Global Warrants” means Warrants representing all or a portion of the aggregate number of Warrants registered in the name of the Depository and

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represented by an Uncertificated Warrant, or if requested by the Depository or the Corporation, by a Warrant Certificate;

“CDSX” means the settlement and clearing system of CDS Clearing and Depository Services Inc. for equity and debt securities in Canada;

“Common Shares” means, subject to Article 4, fully paid and non-assessable common shares in the capital of the Corporation as presently constituted;

“Common Share Reorganization” has the meaning set forth in Section 4.1;

“Counsel” means a barrister and/or solicitor or a firm of barristers and/or solicitors retained by the Warrant Agent or retained by the Corporation, which may or may not be counsel for the Corporation;

“Current Market Price” of the Common Shares at any date means the weighted average trading price per Common Share for such Common Shares for each day there was a closing price for the twenty (20) consecutive Trading Days ending five (5) days prior to such date on the TSX-V or if on such date the Common Shares are not listed on the TSX-V, on such stock exchange upon which such Common Shares are listed and as selected by the directors of the Corporation , or, if such Common Shares are not listed on any stock exchange then on such over-the-counter market as may be selected for such purpose by the directors of the Corporation;

“Depository” means CDS Clearing and Depository Services Inc. or such other person as is designated in writing by the Corporation to act as depository in respect of the Warrants;

“Dividends” means any dividends paid by the Corporation;

“Effective Date” means the date of this Indenture;

“Exchange Rate” means the number of Warrant Shares subject to the right of purchase under each Warrant;

“Exercise Date” means, in relation to a Warrant, the Business Day on which such Warrant is validly exercised or deemed to be validly exercised in accordance with Article 3 hereof;

“Exercise Notice” has the meaning set forth in Section 3.2(1);

“Exercise Price” at any time means the price at which a whole Warrant Share may be purchased by the exercise of a whole Warrant, which is initially $2.00 per Warrant Share, payable in immediately available Canadian funds, subject to adjustment in accordance with the provisions of Section 4.1;

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“Expiry Date” means March 25, 2024;

“Expiry Time” means 4:00 p.m. (PST) on the Expiry Date;

“Extraordinary Resolution” has the meaning set forth in Section 7.11(1);

“Internal Procedures” means in respect of the making of any one or more entries to, changes in or deletions of any one or more entries in the register at any time (including without limitation, original issuance or registration of transfer of ownership) the minimum number of the Warrant Agent’s internal procedures customary at such time for the entry, change or deletion made to be complete under the operating procedures followed at the time by the Warrant Agent;

“Issue Date” means the date of issuance of the Warrants by the Corporation;

“Original Accredited Investor Purchaser” means an original purchaser of the Warrants who, as a U.S. Warrantholder, purchased the Warrants from the Corporation on the basis that it is a U.S. Accredited Investor, and has executed and delivered a U.S. Accredited Investor Subscription Agreement;

“Original QIB Purchaser” means an original purchaser of the Warrants who, as a U.S. Warrantholder, purchased the Warrants from the Corporation on the basis that it is a Qualified Institutional Buyer, and has executed and delivered a U.S. QIB Letter;

“person” means an individual, body corporate, partnership, trust, warrant agent, executor, administrator, legal representative or any unincorporated organization;

“Prospectus” has the meaning set forth in Section 10.11(2);

“Qualified Institutional Buyer” means a “qualified institutional buyer” as defined in Rule 144A under the U.S. Securities Act;

“register” means the one set of records and accounts maintained by the Warrant Agent pursuant to Section 2.9:

“Registered Warrantholders” means the persons who are registered owners of Warrants as such names appear on the register, and for greater certainty, shall include the Depository as well as the holders of Uncertificated Warrants appearing on the register of the Warrant Agent;

“Regulation D” means Regulation D as promulgated by the United States Securities and Exchange Commission under the U.S. Securities Act;

“Regulation S” means Regulation S as promulgated by the United States Securities and Exchange Commission under the U.S. Securities Act;

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“Rights Offering” has the meaning set forth in Section 4.1(b);

“Shareholders” means holders of Common Shares;

“Tax Act” means the Income Tax Act (Canada) and the regulations thereunder;

“this Warrant Indenture”, “this Indenture”, “hereto” “herein”, “hereby”, “hereof” and similar expressions mean and refer to this Indenture and any indenture, deed or instrument supplemental hereto; and the expressions “Article”, “Section”, “subsection” and “paragraph” followed by a number, letter or both mean and refer to the specified article, section, subsection or paragraph of this Indenture;

“Trading Day” means, with respect to the TSX-V, a day on which such exchange is open for the transaction of business and with respect to another exchange or an over- the-counter market means a day on which such exchange or market is open for the transaction of business;

“TSX-V” means the TSX Venture Exchange;

“Uncertificated Warrant” means any Warrant which is not evidenced by a Warrant Certificate;

“United States” means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia;

“Units” means the units of the Corporation, each comprised of one Common Share

and one-half of one Warrant;

“U.S. Accredited Investor” means an “accredited investor” within the meaning of Rule 501(a) of Regulation D;

“U.S. Accredited Investor Subscription Agreement” means a U.S. Accredited Investor Subscription Agreement executed by an Original Accredited Investor Purchaser in connection with its purchase of Units pursuant to the private placement offering under which the Warrants were issued, in the form attached as Exhibit “II” to the U.S. Placement Memorandum;

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended;

“U.S. Person” has the meaning set forth in Rule 902(k) of Regulation S;

“U.S. Placement Memorandum” means the U.S. private placement memorandum of the Corporation dated March 22, 2022, which was furnished to Original QIB Purchasers and had annexed thereto and incorporated the Prospectus;

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“U.S. Purchaser Letter” means the U.S. Purchaser letter in substantially the form attached hereto as Schedule “D”;

“U.S. QIB Letter” means a Qualified Institutional Buyer Investment Letter executed by an Original QIB Purchaser in connection with its purchase of Units pursuant to the private placement offering under which the Warrants were issued, in the form attached as Exhibit “I”to the U.S. Placement Memorandum;

“U.S. Securities Act” means the United States Securities Act of 1933, as amended;

“U.S. Warrantholder” means any Registered Warrantholder that is a U.S. Person, or that acquired Warrants in the United States or for the account or benefit of any U.S. Person or Person in the United States;

“Warrant Agency” means the principal office of the Warrant Agent in the City of Vancouver, British Columbia or such other place as may be designated in accordance with Section 3.5;

“Warrant Agent” means Computershare Trust Company of Canada, in its capacity as warrant agent of the Warrants, or its successors from time to time;

“Warrant Certificate” means a certificate, substantially in the form set forth in Schedule “A” hereto, to evidence those Warrants that will be evidenced by a certificate;

“Warrant Shares” means, subject to Article 4, the Common Shares issuable upon exercise of the Warrants;

“Warrantholders”, or “holders” without reference to Warrants, means the warrantholders as and in respect of Warrants registered in the name of the Depository and includes owners of Warrants who beneficially hold securities entitlements in respect of the Warrants through a Book Entry Participant or means, at a particular time, the persons entered in the register hereinafter mentioned as holders of Warrants outstanding at such time;

“Warrantholders’ Request” means an instrument signed in one or more counterparts by Registered Warrantholders entitled to acquire in the aggregate not less than 50% of the aggregate number of Warrant Shares which could be acquired pursuant to all Warrants then unexercised and outstanding, requesting the Warrant Agent to take some action or proceeding specified therein;

“Warrants” means the Common Share purchase warrants created by and authorized by and issuable under this Indenture, to be issued and countersigned hereunder as a Warrant Certificate and /or Uncertificated Warrant held through the book entry registration system of the Depository on a no certificate issued basis, entitling the

- 7 -

holder or holders thereof to purchase up to 9,803,921 Warrant Shares (subject to adjustment as herein provided) on the basis of one Warrant Share for each Warrant upon payment of the Exercise Price prior to the Expiry Time and, where the context so requires, also means the warrants issued and Authenticated hereunder, whether by way of Warrant Certificate or Uncertificated Warrant; and

“written order of the Corporation”, “written request of the Corporation”, “written consent of the “Corporation” and “certificate of the Corporation” mean, respectively, a written order, request, consent and certificate signed in the name of the Corporation by any two duly authorized signatories of the Corporation and may consist of one or more instruments so executed.

Section 1.2    Gender and Number.

Words importing the singular number or masculine gender shall include the plural number or the feminine or neuter genders, and vice versa.

Section 1.3    Headings, Etc.

The division of this Indenture into Articles and Sections, the provision of a Table of Contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Indenture or of the Warrants.

Section 1.4    Day not a Business Day.

If any day on or before which any action or notice is required to be taken or given hereunder is not a Business Day, then such action or notice shall be required to be taken or given on or before the requisite time on the next succeeding day that is a Business Day.

Section 1.5    Time of the Essence.

Time shall be of the essence in this Indenture and each Warrant.

Section 1.6    Monetary References.

Whenever any amounts of money are referred to herein, such amounts shall be deemed to be in lawful money of Canada unless otherwise expressed.

Section 1.7    Applicable Law.

This Indenture, the Warrants, the Warrant Certificates (including all documents relating thereto, which by common accord have been and will be drafted in English) shall be construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein and shall be treated in all

- 8 -

respects as British Columbia contracts. Each of the parties hereto, which shall include the Warrantholders, irrevocably attorns to the exclusive jurisdiction of the courts of the Province of British Columbia with respect to all matters arising out of this Indenture and the transactions contemplated herein.

ISSUE OF WARRANTS

Section 2.1    Creation and Issue of Warrants.

A maximum of 9,803,921 Warrants (subject to adjustment as herein provided) are hereby created and authorized to be issued on the Issue Date in accordance with the terms and conditions hereof. By written order of the Corporation, the Warrant Agent shall deliver Warrants in certificated or uncertificated form pursuant to Section

2.5 hereof to Registered Warrantholders and record the name of the Registered Warrantholders on the Warrant register. Registration of interests in Warrants held by the Depository may be evidenced by a position appearing on the register for Warrants of the Warrant Agent for an amount representing the aggregate number of such Warrants outstanding from time to time.

Section 2.2    Terms of Warrants.

(1)Subject to the applicable conditions for exercise set out in Article 3 having been satisfied and subject to adjustment in accordance with Section 4.1, each whole Warrant shall entitle each Warrantholder thereof, upon exercise at any time after the Issue Date and prior to the Expiry Time, to acquire one (1) Warrant Share upon payment of the Exercise Price.

(2)No fractional Warrants shall be issued or otherwise provided for hereunder and Warrants may only be exercised in a sufficient number to acquire whole numbers of Warrant Shares. Any fractional Warrants shall be rounded down to the nearest whole number and no consideration shall be paid for any such fractional Warrant.

(3)Each whole Warrant shall entitle the holder thereof to such other rights and privileges as are set forth in this Indenture.

(4)The number of Warrant Shares which may be purchased pursuant to the Warrants and the Exercise Price therefor shall be adjusted upon the events and in the manner specified in Section 4.1.

(5)Neither the Corporation nor the Warrant Agent shall have any obligation to deliver Warrant Shares upon the exercise of any Warrant if the person to whom such shares are to be delivered is a resident of a country or political subdivision thereof in which the Warrant Shares may not lawfully be issued pursuant to

- 9 -

applicable securities legislation. The Corporation or the Warrant Agent may require any person to provide proof of an applicable exemption from such securities legislation to the Corporation and Warrant Agent before Warrant Shares are delivered pursuant to the exercise of any Warrant.

Section 2.3    Warrantholder not a Shareholder.

Except as may be specifically provided herein, nothing in this Indenture or in the holding of a Warrant Certificate, entitlement to a Warrant or otherwise, shall, in itself, confer or be construed as conferring upon a Warrantholder any right or interest whatsoever as a Shareholder, including, but not limited to, the right to vote at, to receive notice of, or to attend, meetings of Shareholders or any other proceedings of the Corporation, or the right to Dividends and other allocations.

Section 2.4    Warrants to Rank Pari Passu.

All Warrants shall rank equally and without preference over each other, whatever may be the actual date of issue thereof.

Section 2.5    Form of Warrants, Warrant Certificates.

(1)The Warrants may be issued in both certificated and uncertificated form. Each Warrant originally issued to a U.S. Warrantholder will be evidenced in certificated form only and bear the applicable legends as set forth in Schedule “A” hereto. Any Warrants issued in certificated form shall be evidenced by a Warrant Certificate (including all replacements issued in accordance with this Indenture), substantially in the form and bearing the applicable legends as set out in Schedule “A” hereto, which shall be dated as of the Issue Date, shall bear such distinguishing letters and numbers as the Corporation may, with the approval of the Warrant Agent, prescribe, and shall be issuable in any denomination excluding fractions. All Warrants issued to the Depository may be in either a certificated or uncertificated form, such uncertificated form being evidenced by a book position on the register of Warrantholders to be maintained by the Warrant Agent in accordance with Section 2.6.

(2)Each Warrantholder by purchasing such Warrant acknowledges and agrees that the terms and conditions set forth in the form of the Warrant Certificate set out in Schedule “A” hereto shall apply to all Warrants and Warrantholders regardless of whether such Warrants are issued in certificated or uncertificated form or whether such Warrantholders are Registered Warrantholders or owners of Warrant who beneficially hold security entitlements in respect of the Warrants through a Depository.

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Section 2.6    Book Entry Warrants.

(1)Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required by Applicable Legislation or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants held in the name of the Depository having any legend set forth in Section 2.8 herein may only be held in the form of Uncertificated Warrants with the prior consent of the Warrant Agent and in accordance with the Internal Procedures of the Warrant Agent.

(2)Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:

(a)the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;

(b)the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;

(c)the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;

(d)the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository and has communicated such determination to the Warrant Agent;

(e)such right is required by Applicable Legislation, as determined by the Corporation and the Corporation’s Counsel;

(f)the Warrant is to be Authenticated to or for the account or benefit of a person in the United States or a U.S. Person; or

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(g)such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent,

following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the holder. The Corporation shall provide a certificate executed by an officer of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(2).

(3)Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and be subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.

(4)Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.

(5)Notwithstanding anything to the contrary in this Indenture, subject to Applicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.

(6)The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by Applicable Legislation and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.

(7)Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:

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(a)the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);

(b)maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or

(c)any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Participant.

(8)The Corporation may terminate the application of this Section 2.6 in its sole discretion, acting reasonably, in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a Person other than the Depository.

Section 2.7    Warrant Certificate.

(1)For Warrants issued in certificated form, the form of certificate representing such Warrants shall be substantially as set out in Schedule “A” hereto or such other form as is authorized from time to time by the Warrant Agent. Each Warrant Certificate shall be Authenticated by or on behalf of the Warrant Agent and shall bear such legends as required under Section 2.8 hereof. Each Warrant Certificate shall be signed by any two duly authorized signatories of the Corporation; whose signature shall appear on the Warrant Certificate and may be printed, lithographed or otherwise mechanically reproduced thereon and, in such event, certificates so signed are as valid and binding upon the Corporation as if it had been signed manually. Any Warrant Certificate which has two signatures duly executed by the Corporation as hereinbefore provided shall be valid notwithstanding that one or more of the persons whose signature is printed, lithographed or mechanically reproduced no longer holds office at the date of issuance of such Warrant Certificate. The Warrant Certificates may be engraved, printed or lithographed, or partly in one form and partly in another, as the Warrant Agent may determine.

(2)The Warrant Agent shall Authenticate Uncertificated Warrants (whether upon original issuance, exchange, registration of transfer, partial payment, or otherwise) by completing its Internal Procedures and the Corporation shall, and hereby acknowledges that it shall, thereupon be deemed to have duly and validly issued such Uncertificated Warrants under this Indenture. Such

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Authentication shall be conclusive evidence that such Uncertificated Warrant has been duly issued hereunder and that the holder or holders are entitled to the benefits of this Indenture. The register of Warrantholders shall be final and conclusive evidence as to all matters relating to Uncertificated Warrants with respect to which this Indenture requires the Warrant Agent to maintain records or accounts. In case of differences between the register of Warrantholders at any time and any other time the register of Warrantholders at the later time shall be controlling, absent manifest error and such Uncertificated Warrants are binding on the Corporation.

(3)Any Warrant Certificate validly issued in accordance with the terms of this Indenture in effect at the time of issue of such Warrant Certificate shall, subject to the terms of this Indenture and Applicable Legislation, validly entitle the holder to acquire Warrant Shares, notwithstanding that the form of such Warrant Certificate may not be in the form currently required by this Indenture.

(4)No Warrant shall be considered issued and shall be valid or obligatory or shall entitle the holder thereof to the benefits of this Indenture, until it has been Authenticated by the Warrant Agent. Authentication by the Warrant Agent, including by way of entry on the register of Warrantholders, shall not be construed as a representation or warranty by the Warrant Agent as to the validity of this Indenture or of such Warrant Certificates or Uncertificated Warrants (except the due Authentication thereof) or as to the performance by the Corporation of its obligations under this Indenture and the Warrant Agent shall in no respect be liable or answerable for the use made of the Warrants or any of them or of the consideration thereof. Authentication by the Warrant Agent shall be conclusive evidence as against the Corporation that the Warrants so Authenticated have been duly issued hereunder and that the holder thereof is entitled to the benefits of this Indenture.

(5)No Warrant Certificate shall be considered issued and Authenticated or, if Authenticated, shall be obligatory or shall entitle the holder thereof to the benefits of this Indenture, until it has been Authenticated by signature by or on behalf of the Warrant Agent substantially in the form of the Warrant set out in Schedule “A” hereto. Such Authentication on any such Warrant Certificate shall be conclusive evidence that such Warrant Certificate is duly Authenticated and is valid and a binding obligation of the Corporation and that the holder is entitled to the benefits of this Indenture.

(6)No Uncertificated Warrant shall be considered issued and shall be obligatory or shall entitle the holder thereof to the benefits of this Indenture, until it has been Authenticated by entry on the register of Warrantholders of the particulars of the Uncertificated Warrant. Such entry on the register of

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Warrantholders of the particulars of an Uncertificated Warrant shall be conclusive evidence that such Uncertificated Warrant is a valid and binding obligation of the Corporation and that the holder is entitled to the benefits of this Indenture.

Section 2.8    Legends.

(1)Neither the Warrants nor the Warrant Shares have been or will be registered under the U.S. Securities Act or under any United States state securities laws. If required under United States securities laws, Warrant Certificates originally issued for the benefit or account of a U.S. Warrantholder and each Warrant Certificate issued in exchange therefor or in substitution thereof shall bear or be deemed to bear the following legends or such variations thereof as the Corporation may prescribe from time to time:

“THESE WARRANTS AND THE SECURITIES DELIVERABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR U.S. STATE SECURTIES LAWS. BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, THE HOLDER AGREES FOR THE BENEFIT OF ENCORE ENERGY CORP. (THE “CORPORATION”) THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION; OR (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS; OR (C) WITHIN THE UNITED STATES IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE

U.S. SECURITIES ACT PROVIDED BY (I) RULE 144 OR (II) RULE 144A THEREUNDER, IF AVAILABLE, AND IN EACH CASE IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS; OR (D) IN ANY OTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE

U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS; OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT, IN THE CASE OF TRANSFERS PURSUANT TO (C)(I) OR (D) ABOVE, THE HOLDER HAS, PRIOR TO SUCH TRANSFER, FURNISHED TO THE

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CORPORATION AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”

“THESE WARRANTS MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF A U.S. PERSON OR PERSON IN THE UNITED STATES UNLESS THESE WARRANTS AND THE SECURITIES DELIVERABLE UPON EXERCISE OF THESE WARRANTS HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS OF ANY SUCH STATE OR EXEMPTIONS    FROM    SUCH    REGISTRATION REQUIREMENTS ARE AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.”

provided that, if the Warrants are being sold outside the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act, this legend may be removed by the transferor providing a declaration to the Warrant Agent in the form set forth in Schedule “C” attached hereto or as the Warrant Agent or the Corporation may prescribe from time to time, and if required by the Warrant Agent, including an opinion of counsel, of recognised standing reasonably satisfactory to the Corporation and the Warrant Agent, that the proposed transfer may be effected without registration under the U.S. Securities Act.

The Warrant Agent shall be entitled to request any other documents that it may require in accordance with its internal policies for the removal of the legend set forth above.

(2)Each CDS Global Warrant, if issued on a certificated basis, originally issued in Canada and held by the Depository, and each CDS Global Warrant issued in exchange therefor or in substitution thereof shall bear or be deemed to bear the following legend or such variations thereof as the Corporation may prescribe from time to time:

“UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO ENCORE ENERGY CORP. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN

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RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO, OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.”

(3)Notwithstanding any other provisions of this Indenture, in processing and registering transfers of Warrants, no duty or responsibility whatsoever shall rest upon the Warrant Agent to determine the compliance by any transferor or transferee with the terms of the legend contained in Section 2.8(1) or Section 2.8(2), or with the relevant securities laws or regulations, including, without limitation, Regulation S, and the Warrant Agent shall be entitled to assume that all transfers are legal and proper.

Section 2.9    Register of Warrants

(1)The Warrant Agent shall maintain records and accounts concerning the Warrants, whether certificated or uncertificated, which shall contain the information called for below with respect to each Warrant, together with such other information as may be required by Applicable Legislation or as the Warrant Agent may elect to record. All such information shall be kept in one set of accounts and records which the Warrant Agent shall designate (in such manner as shall permit it to be so identified as such by an unaffiliated party) as the register of Warrantholders. The information to be entered for each account in the register of Warrants at any time shall include (without limitation):

(a)the name and address of the Registered Warrantholder, the date of Authentication thereof and the number of Warrantholders;

(b)whether such Warrant is a Warrant Certificate or an Uncertificated Warrant and, if a Warrant Certificate, the unique number or code assigned to and imprinted thereupon and, if an Uncertificated Warrant, the unique number or code assigned thereto if any;

(c)whether such Warrant has been cancelled; and

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(d)a register of transfers in which all transfers of Warrants and the date and other particulars of each transfer shall be entered.

The register of Warrantholders shall be available for inspection by the Corporation and or any Warrantholder during the Warrant Agent’s regular business hours on a Business Day and upon payment to the Warrant Agent of its reasonable fees. Any Warrantholder exercising such right of inspection shall first provide an affidavit in form satisfactory to the Corporation and the Warrant Agent stating the name and address of the Warrantholder and agreeing not to use the information therein except in connection with an effort to call a meeting of Warrantholders or to influence the voting of Warrantholders at any meeting of Warrantholders.

(2)Once an Uncertificated Warrant has been Authenticated, the information set forth in the register of Warrantholders with respect thereto at the time of Authentication may be altered, modified, amended, supplemented or otherwise changed only to reflect exercise or proper instructions to the Warrant Agent from the holder as provided herein, except that the Warrant Agent may act unilaterally to make purely administrative changes internal to the Warrant Agent and changes to correct errors. Each person who becomes a holder of an Uncertificated Warrant, by his, her or its acquisition thereof shall be deemed to have irrevocably (i) consented to the foregoing authority of the Warrant Agent to make such minor error corrections and (ii) agreed to pay to the Warrant Agent, promptly upon written demand, the full amount of all loss and expense (including without limitation reasonable legal fees of the Corporation and the Warrant Agent plus interest, at an appropriate then prevailing rate of interest to the Warrant Agent), sustained by the Corporation or the Warrant Agent as a proximate result of such error if but only if and only to the extent that such present or former holder realized any benefit as a result of such error and could reasonably have prevented, forestalled or minimized such loss and expense by prompt reporting of the error or avoidance of accepting benefits thereof whether or not such error is or should have been timely detected and corrected by the Warrant Agent; provided, that no person who is a bona fide purchaser shall have any such obligation to the Corporation or to the Warrant Agent.

Section 2.10    Issue in Substitution for Warrant Certificates Lost, etc.

(1)If any Warrant Certificate becomes mutilated or is lost, destroyed or stolen, the Corporation, subject to Applicable Legislation, shall issue and thereupon the Warrant Agent shall certify and deliver, a new Warrant Certificate of like tenor, and bearing the same legend, if applicable, as the one mutilated, lost, destroyed or stolen in exchange for and in place of and upon cancellation of such mutilated Warrant Certificate, or in lieu of and in substitution for such lost,

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destroyed or stolen Warrant Certificate, and the substituted Warrant Certificate shall be in a form approved by the Warrant Agent and the Warrants evidenced thereby shall be entitled to the benefits hereof and shall rank equally in accordance with its terms with all other Warrants issued or to be issued hereunder.

(2)The applicant for the issue of a new Warrant Certificate pursuant to this Section

2.10 shall bear the cost of the issue thereof and in case of loss, destruction or theft shall, as a condition precedent to the issuance thereof, furnish to the Corporation and to the Warrant Agent such evidence of ownership and of the loss, destruction or theft of the Warrant Certificate so lost, destroyed or stolen as shall be satisfactory to the Corporation and to the Warrant Agent, in their sole discretion, and such applicant shall also be required to furnish an indemnity and surety bond in amount and form satisfactory to the Corporation and the Warrant Agent, in their sole discretion, and shall pay the reasonable charges of the Corporation and the Warrant Agent in connection therewith.

Section 2.11    Exchange of Warrant Certificates.

(1)Any one or more Warrant Certificates representing any number of Warrants may, upon compliance with the reasonable requirements of the Warrant Agent (including compliance with applicable securities legislation), be exchanged for one or more other Warrant Certificates representing the same aggregate number of Warrants, and bearing the same legend, if applicable, as represented by the Warrant Certificate or Warrant Certificates so exchanged.

(2)Warrant Certificates may be exchanged only at the Warrant Agency or at any other place that is designated by the Corporation with the approval of the Warrant Agent. Any Warrant Certificate from the holder (or such other instructions, in form satisfactory to the Warrant Agent), tendered for exchange by the holder thereof shall be surrendered to the Warrant Agency and cancelled by the Warrant Agent.

(3)Warrant Certificates exchanged for Warrant Certificates that bear the legend set forth in Section 2.8(1) shall bear the same legend.

Section 2.12    Transfer and Ownership of Warrants.

(1)The Warrants may only be transferred on the register of Warrantholders kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificates representing the Warrants to be transferred

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together with a duly executed transfer form as set forth in Schedule “A” attached hereto, (b) in the case of Book Entry Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system, and (c) upon compliance with:

(i)the conditions herein;

(ii)such reasonable requirements as the Warrant Agent may prescribe; and

(iii)all    applicable    securities    legislation    and    requirements    of regulatory authorities;

and such transfer shall be duly noted in such register of Warrantholders by the Warrant Agent. Upon compliance with such requirements, unless such Warrants are Book Entry Participants, the Warrant Agent shall issue to the transferee of a Warrant Certificate, a Warrant Certificate and to the transferee of an Uncertificated Warrant, an Uncertificated Warrant, or the Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register of Warrantholders maintained by the Warrant Agent.

(2)If a Warrant Certificate tendered for transfer bears any of the legends set forth in Section 2.8(1), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and

(A) the transfer is made to the Corporation or (B) a declaration to the effect set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, is delivered to the Warrant Agent, and if required by the Warrant Agent, the transferor provides an opinion of counsel of recognized standing, reasonably satisfactory to the Corporation and the Warrant Agent that the proposed transfer is exempt from registration with applicable state laws and the U.S. Securities Act and that such legends may be removed.

(3)Subject to the provisions of this Indenture and Applicable Legislation, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Warrant Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.

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Section 2.13    Cancellation of Surrendered Warrants.

All Warrant Certificates surrendered pursuant to Article 3 shall be cancelled by the Warrant Agent and upon such circumstances all such Uncertificated Warrants shall be deemed cancelled and so noted on the register of Warrantholders by the Warrant Agent. Upon request by the Corporation, the Warrant Agent shall furnish to the Corporation a cancellation certificate identifying the Warrant Certificates so cancelled, the number of Warrants evidenced thereby, the number of Warrant Shares, if any, issued pursuant to such Warrants and the details of any Warrant Certificates issued in substitution or exchange for such Warrant Certificates cancelled.

EXERCISE OF WARRANTS

Section 3.1    Right of Exercise.

Subject to the provisions hereof, each Registered Warrantholder may exercise the right conferred on such holder to subscribe for and purchase one (1) Warrant Share (subject to adjustment in accordance with Article 4) for each Warrant after the Issue Date and prior to the Expiry Time and in accordance with the conditions herein.

Section 3.2    Warrant Exercise.

(1)Other than Warrants held by the Depository, Registered Warrantholders of Warrant Certificates who wish to exercise the Warrants held by them in order to acquire Warrant Shares must complete the exercise form (the “Exercise Notice”) attached to the Warrant Certificate(s) which form is attached hereto as Schedule “B”, which may be amended by the Corporation with the consent of the Warrant Agent, if such amendment does not, in the reasonable opinion of the Corporation and the Warrant Agent, which may be based on the advice of Counsel, materially and adversely affect the rights, entitlements and interests of the Warrantholders, and deliver such certificate(s), the executed Exercise Notice and a certified cheque, bank draft or money order payable to or to the order of the Corporation for the aggregate Exercise Price to the Warrant Agent at the Warrant Agency. The Warrants represented by a Warrant Certificate shall be deemed to be surrendered upon personal delivery of such certificate, Exercise Notice and aggregate Exercise Price or, if such documents are sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent at the office referred to above.

(2)In addition to completing the Exercise Notice attached to the Warrant Certificate(s), a Warrantholder who is a person in the United States, a U.S. Person, a person exercising for the account or benefit of a U.S. Person, or person requesting delivery of the Warrant Shares issuable upon the exercise of the

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Warrants in the United States must (a) provide a completed and executed U.S. Purchaser Letter or (b) an opinion of counsel of recognised standing in form and substance reasonably satisfactory to the Corporation and the Warrant Agent that the exercise is exempt from the registration requirements of applicable securities laws of any state of the United States and the U.S. Securities Act; provided, however, that in the case of an Original QIB Purchaser who delivered the U.S. QIB Letter or an Original Accredited Investor Purchaser who delivered the U.S. Accredited Investor Subscription Agreement in connection with its purchase of Units pursuant to the private placement under which the Warrants were issued, such Warrantholder will not be required to deliver a U.S. Purchaser Letter or an opinion of counsel in connection with the due exercise of the Warrant at a time when the representations, warranties and covenants made by the Warrantholder in the U.S. QIB Letter or the U.S. Accredited Investor Subscription Agreement remain true and correct and the Warrantholder represents to the Corporation as such.

(3)A Registered Warrantholder of Uncertificated Warrants, other than the Depository, evidenced by a security entitlement in respect of Warrants must complete the Exercise Notice and deliver the executed Exercise Notice and a certified cheque, bank draft or money order payable to or to the order of the Corporation for the aggregate Exercise Price to the Warrant Agent at the Warrant Agency. The Uncertificated Warrants shall be deemed to be surrendered upon receipt of the Exercise Notice and aggregate Exercise Price or, if such documents are sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent at the office referred to above.

(4)A beneficial owner of Uncertificated Warrants evidenced by a security entitlement in respect of Warrants in the book entry registration system who desires to exercise his or her Warrants must do so by causing a Book Entry Participant to deliver to the Depository on behalf of the entitlement holder, notice of the owner’s intention to exercise Warrants in a manner acceptable to the Depository. Forthwith upon receipt by the Depository of such notice, as well as payment for the aggregate Exercise Price, the Depository shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (a “Confirmation”) in a manner acceptable to the Warrant Agent, including by electronic means through a book based registration system, including CDSX. An electronic exercise of the Warrants initiated by the Book Entry Participant through a book based registration system, including CDSX, shall constitute a representation to both the Corporation and the Warrant Agent that the beneficial owner at the time of exercise of such Warrants (a) is not in the United States; (b) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (c) did not execute or deliver the notice of the owner’s intention to exercise such Warrants in the United

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States. If the Book Entry Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the book based registration system, including CDSX, by the Book Entry Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such beneficial owner or Book Entry Participant and the exercise procedures set forth in Section 3.2(1) shall be followed.

(5)Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Book Entry Participant in a manner acceptable to it. A notice in form acceptable to the Book Entry Participant and payment from such beneficial holder should be provided to the Book Entry Participant sufficiently in advance so as to permit the Book Entry Participant to deliver notice and payment to the Depository and for the Depository in turn to deliver notice and payment to the Warrant Agent prior to the Expiry Time. The Depository will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to the Depository through the book entry registration system the Warrant Shares to which the exercising Warrantholder is entitled pursuant to the exercise. Any expense associated with the exercise process will be for the account of the entitlement holder exercising the Warrants and/or the Book Entry Participant exercising the Warrants on its behalf.

(6)By causing a Book Entry Participant to deliver notice to the Depository, a Warrantholder shall be deemed to have irrevocably surrendered his or her Warrants so exercised and appointed such Book Entry Participant to act as his or her exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise.

(7)Any notice which the Depository determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no force and effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Book Entry Participant to exercise or to give effect to the settlement thereof in accordance with the Warrantholder’s instructions will not give rise to any obligations or liability on the part of the Corporation or Warrant Agent to the Book Entry Participant or the Warrantholder.

(8)The Exercise Notice referred to in this Section 3.2 shall be signed by the Registered Warrantholder, or its executors or administrators or other legal representatives or an attorney of the Registered Warrantholder, duly appointed by an instrument in writing satisfactory to the Warrant Agent but such Exercise Notice need not be executed by the Depository.

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(9)Any exercise referred to in this Section 3.2 shall require that the entire Exercise Price for Warrant Shares subscribed must be paid at the time of subscription and such Exercise Price and original Exercise Notice executed by the Registered Warrantholder or the Confirmation from the Depository must be received by the Warrant Agent prior to the Expiry Time.

(10)Warrants may only be exercised pursuant to this Section 3.2 by or on behalf of a Registered Warrantholder, as applicable, who makes the certifications set forth on the Exercise Notice set out in Schedule “B” hereto or as provided herein by making the electronic representation set forth in Section 3.2(4).

(11)If the form of Exercise Notice set forth in the Warrant Certificate shall have been amended, the Corporation shall cause the amended Exercise Notice to be forwarded to all Registered Warrantholders.

(12)Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent’s actual business hours on any Business Day prior to the Expiry Time. Any Exercise Notice or Confirmations received by the Warrant Agent after business hours on any Business Day other than the Expiry Date will be deemed to have been received by the Warrant Agent on the next following Business Day.

(13)Any Warrant with respect to which a Confirmation or Exercise Notice is not received by the Warrant Agent before the Expiry Time shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Section 3.3    Prohibition on Exercise by U.S. Persons;

Legended Certificates

(1)Subject to Section 3.3(2) below, (i) Warrants may not be exercised within the United States or by or on behalf of any U.S. Person or Person in the United States; and (ii) no Warrant Shares issued upon exercise of Warrants may be delivered to any address in the United States.

(2)Notwithstanding Section 3.3(1), Warrants which bear the legend set forth in Section 2.8(1) may be exercised in the United States or by or on behalf of a U.S. Person or Person in the United States, and Warrant Shares issued upon exercise of any such Warrants may be delivered to an address in the United States, provided that the Person exercising the Warrants delivers a completed and executed U.S. Purchaser Letter or provides in form and substance satisfactory to the Corporation and Warrant Agent a legal opinion which confirms that the issuance of Warrant Shares is in compliance with the applicable state laws and the U.S. Securities Act; provided, however, that in the case of an Original QIB

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Purchaser who delivered the U.S. QIB Letter or an Original Accredited Investor Purchaser who delivered the U.S. Accredited Investor Subscription Agreement in connection with its purchase of Units pursuant to the private placement under which the Warrants were issued, such Warrantholder will not be required to deliver a U.S. Purchaser Letter or an opinion of counsel in connection with the due exercise of the Warrants at a time when the representations, warranties and covenants made by the Warrantholder in the

U.S. QIB Letter or the U.S. Accredited Investor Subscription Agreement remain true and correct and the Warrantholder represents to the Corporation as such.

(3)Certificates representing Warrant Shares issued upon the exercise of Warrants which bear the legend set forth in Section 2.8(1) or which are issued and delivered pursuant to Section 3.3(2) shall bear the following legend:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR U.S. STATE SECURTIES LAWS. BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, THE HOLDER AGREES FOR THE BENEFIT OF ENCORE ENERGY CORP. (THE “CORPORATION”) THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION; OR (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS; OR (C) WITHIN THE UNITED STATES IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY (I) RULE 144 OR (II) RULE 144A THEREUNDER, IF AVAILABLE, AND IN EACH CASE IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS; OR (D) IN ANY OTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS; OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT, IN THE CASE OF TRANSFERS PURSUANT TO (C)(I) OR (D) ABOVE, THE HOLDER HAS, PRIOR TO SUCH TRANSFER, FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”

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Section 3.4    Transfer Fees and Taxes.

If any of the Warrant Shares subscribed for are to be issued to a person or persons other than the Registered Warrantholder, the Registered Warrantholder shall execute the form of transfer and will comply with such reasonable requirements as the Warrant Agent may stipulate and will pay to the Corporation or the Warrant Agent on behalf of the Corporation, all applicable transfer or similar taxes and the Corporation will not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Corporation or the Warrant Agent on behalf of the Corporation, the amount of such tax or shall have established to the satisfaction of the Corporation and the Warrant Agent that such tax has been paid or that no tax is due.

Section 3.5    Warrant Agency.

To facilitate the exchange, transfer or exercise of Warrants and compliance with such other terms and conditions hereof as may be required, the Corporation has appointed the Warrant Agency, as the agency at which Warrants may be surrendered for exchange or transfer or at which Warrants may be exercised and the Warrant Agent has accepted such appointment. The Corporation may from time to time designate alternate or additional places as the Warrant Agency (subject to the Warrant Agent’s prior approval) and will give notice to the Warrant Agent of any proposed change of the Warrant Agency. Branch registers shall also be kept at such other place or places, if any, as the Corporation, with the approval of the Warrant Agent, may designate. The Warrant Agent will from time to time when requested to do so by the Corporation or any Registered Warrantholder, upon payment of the Warrant Agent’s reasonable charges, furnish a list of the names and addresses of Registered Warrantholders showing the number of Warrants held by each such Registered Warrantholder.

Section 3.6    Effect of Exercise of Warrant Certificates.

(1)Upon the exercise of Warrant Certificates pursuant to and in compliance with Section 3.2 and subject to Section 3.3 and Section 3.4, the Warrant Shares to be issued pursuant to the Warrants exercised shall be deemed to have been issued and the person or persons to whom such Warrant Shares are to be issued shall be deemed to have become the holder or holders of such Warrant Shares within five Business Days of the Exercise Date unless the register of Warrantholders shall be closed on such date, in which case the Warrant Shares subscribed for shall be deemed to have been issued and such person or persons deemed to have become the holder or holders of record of such Warrant Shares, on the date on which such register of Warrantholders is reopened. It is hereby understood that in order for persons to whom Warrant Shares are to be issued, to become holders of Warrant Shares on record on the Exercise Date, beneficial

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holders must commence the exercise process sufficiently in advance so that the Warrant Agent is in receipt of all items of exercise at least one Business Day prior to such Exercise Date.

(2)Within five Business Days after the Exercise Date with respect to a Warrant, the Warrant Agent shall use commercially reasonable efforts to cause to be delivered or mailed to the person or persons in whose name or names the Warrant is registered or, if so specified in writing by the holder, cause to be delivered to such person or persons at the Warrant Agency where the Warrant Certificate was surrendered, a certificate or certificates for the appropriate number of Warrant Shares subscribed for, or any other appropriate evidence of the issuance of Warrant Shares to such person or persons in respect of Warrant Shares issued under the book entry registration system.

Section 3.7    Partial Exercise of Warrants; Fractions.

(1)A Registered Warrantholder may exercise its right to acquire a number of whole Warrant Shares less than the aggregate number which the Registered Warrantholder is entitled to acquire. In the event of any exercise of a number of Warrants less than the number which the holder is entitled to exercise, the holder of Warrants upon such exercise shall, in addition, be entitled to receive, without charge therefor, a new Warrant Certificate(s), bearing the same legend, if applicable, or other appropriate evidence of Warrants, in respect of the balance of the Warrants held by such holder and which were not then exercised.

(2)Notwithstanding anything herein contained including any adjustment provided for in Section 4.1, the Corporation shall not be required, upon the exercise of any Warrants, to issue fractions of Warrant Shares. Warrants may only be exercised in a sufficient number to acquire whole numbers of Warrant Shares. Any fractional Warrant Shares shall be rounded down to the nearest whole number and the holder of such Warrants shall not be entitled to any compensation in respect of any fractional Warrant Shares which is not issued.

Section 3.8    Expiration of Warrants.

Immediately after the Expiry Time, all rights under any Warrant in respect of which the right of acquisition provided for herein shall not have been exercised shall cease and terminate and each Warrant shall be void and of no further force or effect.

Section 3.9    Accounting and Recording.

(1)The Warrant Agent shall promptly account to the Corporation with respect to Warrants exercised, and shall promptly forward to the Corporation (or into an account or accounts of the Corporation with the bank or trust company

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designated by the Corporation for that purpose), all monies received by the Warrant Agent on the subscription of Warrant Shares through the exercise of Warrants. All such monies and any securities or other instruments, from time to time received by the Warrant Agent, shall be received in trust for, and shall be segregated and kept apart by the Warrant Agent, the Warrantholders and the Corporation as their interests may appear.

(2)The Warrant Agent shall record the particulars of Warrants exercised, which particulars shall include the names and addresses of the persons who become holders of Warrant Shares on exercise and the Exercise Date, in respect thereof. The Warrant Agent shall provide such particulars in writing to the Corporation within five Business Days of any request by the Corporation therefor.

Section 3.10    Securities Restrictions.

Notwithstanding anything herein contained, Warrant Shares will be issued upon exercise of a Warrant only in compliance with the securities laws of any applicable jurisdiction.

ADJUSTMENT OF NUMBER OF WARRANT SHARES AND EXERCISE PRICE

Section 4.1    Adjustment of Number of Warrant Shares and Exercise Price.

The subscription rights in effect under the Warrants for Warrant Shares issuable upon the exercise of the Warrants shall be subject to adjustment from time to time as follows:

(a)if, at any time during the Adjustment Period, the Corporation shall:

(i)subdivide, re-divide or change its outstanding Common Shares into a greater number of Common Shares;

(ii)reduce, combine or consolidate its outstanding Common Shares into a lesser number of Common Shares; or

(iii)issue or distribute Common Shares or securities exchangeable or exercisable for, or convertible into, Common Shares to all or substantially all of the holders of Common Shares by way of stock dividend or other distribution (other than a distribution of Common Shares upon the exercise of Warrants or any outstanding options);

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(any of such events in Section 4.1(a) (i), (ii) or (iii) being called a “Common Share Reorganization”) then the Exercise Price shall be adjusted as of the effect on the effective date or record date of such subdivision, re-division, change, reduction, combination, consolidation or distribution, as the case may be, shall in the case of the events referred to in (i) or (iii) above be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, re-division, change or distribution, or shall, in the case of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination or consolidation by multiplying the Exercise Price in effect immediately prior to such effective date or record date by a fraction, the numerator of which shall be the number of Common Shares outstanding on such effective date or record date before giving effect to such Common Share Reorganization and the denominator of which shall be the number of Common Shares outstanding as of the effective date or record date after giving effect to such Common Share Reorganization (including, in the case where securities exchangeable for or convertible into Common Shares are distributed, the number of Common Share that would have been outstanding had such securities been exchanged or exercised for or converted into Common Shares on such record date or effective date). Such adjustment shall be made successively whenever any event referred to in this Section 4.1(a) shall occur. Upon any adjustment of the Exercise Price pursuant to Section 4.1(a), the Exchange Rate shall be contemporaneously adjusted by multiplying the number of Common Shares theretofore obtainable on the exercise thereof by a fraction of which the numerator shall be the Exercise Price in effect immediately prior to such adjustment and the denominator shall be the Exercise Price resulting from such adjustment;

(b)if and whenever at any time during the Adjustment Period, the Corporation shall fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible into, or exchangeable or exercisable for Common Shares) at a price per Common Share (or having a conversion, exchange or exercise price per Common Share) less than 95% of the Current Market Price on such record date (a “Rights Offering”), the Exercise Price shall be adjusted immediately after such record date so that it shall equal the amount determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional

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Common Shares offered for subscription or purchase (or the aggregate conversion, exchange or exercise price of the convertible, exchangeable or exercisable securities so offered) by the Current Market Price, and of which the denominator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares offered for subscription or purchase or into which the convertible, exchangeable or exercisable securities so offered are convertible, exchangeable or exercisable; any Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that no such rights or warrants are exercised prior to the expiration thereof, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or, if any such rights or warrants are exercised, to the Exercise Price which would then be in effect based upon the number of Common Shares (or securities convertible, exchangeable or exercisable into Common Shares) actually issued upon the exercise of such rights or warrants, as the case may be. Upon any adjustment of the Exercise Price pursuant to this Section 4.1(b), the Exchange Rate will be adjusted immediately after such record date so that it will equal the rate determined by multiplying the Exchange Rate in effect on such record date by a fraction, of which the numerator shall be the Exercise Price in effect immediately prior to such adjustment and the denominator shall be the Exercise Price resulting from such adjustment. Such adjustment will be made successively whenever such a record date is fixed, provided that if two or more such record dates or record dates referred to in this Section 4.1(b) are fixed within a period of 25 Trading Days, such adjustment will be made successively as if each of such record dates occurred on the earliest of such record dates. The Corporation will use reasonable commercial efforts to give written notice to the TSX-V, by letter or e-mail, and to market participants, by press release, of a record date fixed pursuant to this Section 4.1(b) not less than 14 days prior to such record date;

(c)if and whenever at any time during the Adjustment Period the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of

(i) securities of any class, whether of the Corporation or any other entity (other than Common Shares), (ii) rights, options or warrants to subscribe for or purchase Common Shares (or other securities convertible into or exchangeable or exercisable for Common Shares), other than pursuant to a Rights Offering; (iii) evidences of its indebtedness or (iv) any

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property or other assets, including evidences of indebtedness, then, in each such case, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price on such record date, less the excess, if any, of the fair market value on such record date, as determined by the Corporation (whose determination shall be conclusive), of such securities or other assets so issued or distributed over the fair market value of any consideration received therefor by the Corporation from the holders of the Common Shares, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price; and Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that such distribution is not so made, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed. Upon any adjustment of the Exercise Price pursuant to this Section 4.1(c), the Exchange Rate will be adjusted immediately after such record date so that it will equal the rate determined by multiplying the Exchange Rate in effect on such record date by a fraction, of which the numerator shall be the Exercise Price in effect immediately prior to such adjustment and the denominator shall be the Exercise Price resulting from such adjustment;

(d)if and whenever at any time during the Adjustment Period, there is a reclassification of the Common Shares or a capital reorganization of the Corporation other than as described in Section 4.1(a) or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity, any Registered Warrantholder who has not exercised its right of acquisition prior to the effective date of such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance, upon the exercise of such right thereafter, shall be entitled to receive upon payment of the Exercise Price and shall accept, in lieu of the number of Warrant Shares that prior to such effective date the Registered Warrantholder would have been entitled to receive, the number of shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other

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entity resulting from such merger, amalgamation or consolidation, or to which such sale or conveyance may be made, as the case may be, that such Registered Warrantholder would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance, if, on the effective date thereof, as the case may be, the Registered Warrantholder had been the registered holder of the number of Warrant Shares to which prior to such effective date it was entitled to acquire upon the exercise of the Warrants. If determined appropriate by the Warrant Agent, relying on advice of Counsel, to give effect to or to evidence the provisions of this Section 4.1(d), the Corporation, its successor, or such purchasing body corporate, partnership, trust or other entity, as the case may be, shall, prior to or contemporaneously with any such reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, sale or conveyance, enter into an indenture which shall provide, to the extent possible, for the application of the provisions set forth in this Indenture with respect to the rights and interests thereafter of the Registered Warrantholders to the end that the provisions set forth in this Indenture shall thereafter correspondingly be made applicable, as nearly as may reasonably be, with respect to any shares, other securities or property to which a Registered Warrantholder is entitled on the exercise of its acquisition rights thereafter. Any indenture entered into between the Corporation and the Warrant Agent pursuant to the provisions of this Section 4.1(d) shall be a supplemental indenture entered into pursuant to the provisions of Article 8 hereof. Any indenture entered into between the Corporation, any successor to the Corporation or such purchasing body corporate, partnership, trust or other entity and the Warrant Agent shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 4.1 and which shall apply to successive reclassifications, capital reorganizations, amalgamations, consolidations, mergers, sales or conveyances;

(e)in any case in which this Section 4.1 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Corporation may defer, until the occurrence of such event, issuing to the Registered Warrantholder of any Warrant exercised after the record date and prior to completion of such event the additional Warrant Shares issuable by reason of the adjustment required by such event before giving effect to such adjustment; provided, however, that the Corporation shall deliver to such Registered Warrantholder an appropriate instrument evidencing such Registered Warrantholder’s right to receive such additional Common

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Shares upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares declared in favour of holders of record of Common Shares on and after the relevant date of exercise or such later date as such Registered Warrantholder would, but for the provisions of this Section 4.1(e), have become the holder of record of such additional Common Shares pursuant to Section 4.1;

(f)in any case in which Section 4.1(a)(iii), Section 4.1(b) or Section 4.1(c) require that an adjustment be made to the Exercise Price, no such adjustment shall be made if the Registered Warrantholders of the outstanding Warrants receive, subject to any required stock exchange or regulatory approval, the rights or warrants referred to in Section 4.1(a)(iii), Section 4.1(b) or the shares, rights, options, warrants, evidences of indebtedness or assets referred to in Section 4.1(c), as the case may be, in such kind and number as they would have received if they had been holders of Common Shares on the applicable record date or effective date, as the case may be, by virtue of their outstanding Warrant having then been exercised into Common Shares at the Exercise Price in effect on the applicable record date or effective date, as the case may be;

(g)the adjustments provided for in this Section 4.1 are cumulative, and shall, in the case of adjustments to the Exercise Price be computed to the nearest whole cent and shall apply to successive subdivisions, re- divisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 4.1, provided that, notwithstanding any other provision of this Section, no adjustment of the Exercise Price or the number of Warrant Shares issuable upon the exercise of the Warrants shall be required unless such adjustment would require an increase or decrease of at least 1% in the Exercise Price then in effect or a change in the number of Warrant Shares purchasable upon exercise of the Warrants by at least (1/100th) of a Warrant Share, as the case may be; provided, however, that any adjustments which by reason of this Section 4.1(g) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; and

(h)after any adjustment pursuant to this Section 4.1, the term “Common Shares” where used in this Indenture shall be interpreted to mean securities of any class or classes which, as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, the Registered Warrantholder is entitled to receive upon the exercise of his Warrant, and the number of Warrant Shares indicated by any exercise made

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pursuant to a Warrant shall be interpreted to mean the number of Warrant Shares or other property or securities a Registered Warrantholder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, upon the full exercise of a Warrant.

Section 4.2    Entitlement to Warrant Shares on Exercise of Warrant.

All Common Shares or shares of any class or other securities, which a Registered Warrantholder is at the time in question entitled to receive on the exercise of its Warrant, whether or not as a result of adjustments made pursuant to this Article 4, shall, for the purposes of the interpretation of this Indenture, be deemed to be Warrant Shares which such Registered Warrantholder is entitled to acquire pursuant to such Warrant.

Section 4.3    No Adjustment for Certain Transactions.

Notwithstanding anything in this Article 4, no adjustment shall be made in the acquisition rights attached to the Warrants if the issue of Common Shares is being made pursuant to this Indenture or in connection with (a) any share incentive plan or restricted share plan or share purchase plan in force from time to time for directors, officers, employees, consultants or other service providers of the Corporation; or (b) the satisfaction of existing instruments issued at the date hereof.

Section 4.4    Determination by Independent Firm.

In the event of any question arising with respect to the adjustments provided for in this Article 4 such question shall be conclusively determined by an independent firm of chartered public accountants other than the Auditors, who shall have access to all necessary records of the Corporation, and such determination shall be binding upon the Corporation, the Warrant Agent, all holders and all other persons interested therein.

Section 4.5    Proceedings Prior to any Action Requiring Adjustment.

As a condition precedent to the taking of any action which would require an adjustment in any of the acquisition rights pursuant to any of the Warrants, including the number of Warrant Shares which are to be received upon the exercise thereof, the Corporation shall take any action which may, in the opinion of Counsel, be necessary in order that the Corporation has unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the Warrant Shares which the holders of such Warrants are entitled to receive on the full exercise thereof in accordance with the provisions hereof.

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Section 4.6    Certificate of Adjustment.

The Corporation shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.1, deliver a certificate of the Corporation to the Warrant Agent specifying the nature of the event requiring the same and the amount of the adjustment or readjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate may be supported by a certificate of the Corporation’s Auditors verifying such calculation if requested by the Warrant Agent at their discretion. The Warrant Agent shall rely, and shall be protected in so doing, upon the certificate of the Corporation or of the Corporation’s Auditor and any other document filed by the Corporation pursuant to this Article 4 for all purposes.

Section 4.7    Notice of Special Matters.

The Corporation covenants with the Warrant Agent that, so long as any Warrant remains outstanding, it will give notice to the Warrant Agent and to the Registered Warrantholders of its intention to fix a record date that is prior to the Expiry Date for any matter for which an adjustment may be required pursuant to Section 4.1 Such notice shall specify the particulars of such event and the record date for such event, provided that the Corporation shall only be required to specify in the notice such particulars of the event as shall have been fixed and determined on the date on which the notice is given. The notice shall be given in each case not less than

14 days prior to such applicable record date. If notice has been given and the adjustment is not then determinable, the Corporation shall promptly, after the adjustment is determinable, file with the Warrant Agent a computation of the adjustment and give notice to the Registered Warrantholders of such adjustment computation.

Section 4.8    No Action after Notice.

The Corporation covenants with the Warrant Agent that it will not close its transfer books or take any other corporate action which might deprive the Registered Warrantholder of the opportunity to exercise its right of acquisition pursuant thereto during the period of 14 days after the giving of the certificate or notices set forth in Section 4.6 and Section 4.7.

Section 4.9    Other Action.

If the Corporation, after the date hereof, shall take any action affecting the Common Shares other than action described in Section 4.1, which in the reasonable opinion of the directors of the Corporation would materially affect the rights of Registered Warrantholders, the Exercise Price and/or Exchange Rate, the number of

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Warrant Shares which may be acquired upon exercise of the Warrants shall be adjusted in such manner and at such time, by action of the directors of the Corporation, acting reasonably and in good faith, in their sole discretion as they may determine to be equitable to the Registered Warrantholders in the circumstances, provided that no such adjustment will be made unless any requisite prior approval of any stock exchange on which the Common Shares are listed for trading has been obtained.

Section 4.10    Protection of Warrant Agent.

The Warrant Agent shall not:

(a)at any time be under any duty or responsibility to any Registered Warrantholder to determine whether any facts exist which may require any adjustment contemplated by Section 4.1, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making the same;

(b)be accountable with respect to the validity or value (or the kind or amount) of any Warrant Shares or of any other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Warrant;

(c)be responsible for any failure of the Corporation to issue, transfer or deliver Warrant Shares or certificates for the same upon the surrender of any Warrants for the purpose of the exercise of such rights or to comply with any of the covenants contained in this Article; and

(d)incur any liability or be in any way responsible for the consequences of any breach on the part of the Corporation of any of the representations, warranties or covenants herein contained or of any acts of the directors, officers, employees, agents or servants of the Corporation.

Section 4.11    Participation by Warrantholder.

No adjustments shall be made pursuant to this Article 4 if the Registered Warrantholders are entitled to participate in any event described in this Article 4 on the same terms, mutatis mutandis, as if the Registered Warrantholders had exercised their Warrants prior to, or on the effective date or record date of, such event and any such participation will be subject to the prior approval of the TSX-V where required by the policies of the TSX-V.

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RIGHTS OF THE CORPORATION AND COVENANTS

Section 5.1    Optional Purchases by the Corporation.

Subject to compliance with applicable securities legislation and approval of applicable regulatory authorities, if any, the Corporation may from time to time purchase by private contract or otherwise any of the Warrants. Any such purchase shall be made at the lowest price or prices at which, in the opinion of the directors of the Corporation, such Warrants are then obtainable, plus reasonable costs of purchase, and may be made in such manner, from such persons and on such other terms as the Corporation, in its sole discretion, may determine. In the case of Warrant Certificates, Warrant Certificates representing the Warrants purchased pursuant to this Section 5.1 shall forthwith be delivered to and cancelled by the Warrant Agent and reflected accordingly on the register of Warrantholders. In the case of Uncertificated Warrants, the Warrants purchased pursuant to this Section 5.1 shall be reflected accordingly on the register of Warrantholders and in accordance with procedures prescribed by the Depository under the book entry registration system. No Warrants shall be issued in replacement thereof.

Section 5.2    General Covenants.

The Corporation covenants with the Warrant Agent that so long as any Warrants remain outstanding:

(a)it will reserve and keep available a sufficient number of Common Shares for the purpose of enabling it to satisfy its obligations to issue Warrant Shares upon the exercise of the Warrants;

(b)it will cause the Warrant Shares from time to time acquired pursuant to the exercise of the Warrants to be duly issued and delivered in accordance with the Warrants and the terms hereof;

(c)all Warrant Shares which shall be issued upon exercise of the right to acquire provided for herein shall be fully paid and non-assessable, free and clear of all encumbrances;

(d)it will use reasonable commercial efforts to maintain its corporate existence or the corporate existence of any successor entity and carry on its business in the ordinary course, consistent with past practices;

(e)it will use reasonable commercial efforts to ensure that all Common Shares outstanding or issuable from time to time (including without limitation the Warrant Shares issuable on the exercise of the Warrants) continue to be or are listed and posted for trading on the TSX-V (or such

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other Canadian stock exchange acceptable to the Corporation), provided that this clause shall not be construed as limiting or restricting the Corporation from completing a consolidation, amalgamation, arrangement, takeover bid or merger that would result in the Common Shares ceasing to be listed and posted for trading on the TSX-V, so long as the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada, or cash, or the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the policies of the TSX-V;

(f)it will make all requisite filings under applicable Canadian securities legislation including those necessary to remain a reporting issuer not in default in each of the provinces and other Canadian jurisdictions where it is or becomes a reporting issuer;

(g)generally, it will well and truly perform and carry out all of the acts or things to be done by it as provided in this Indenture; and

(h)the Corporation will promptly notify the Warrant Agent and the Warrantholders in writing of any default under the terms of this Warrant Indenture which remains unrectified for more than five days following its occurrence.

Section 5.3    Warrant Agent’s Remuneration and Expenses.

The Corporation covenants that it will pay to the Warrant Agent from time to time reasonable remuneration for its services hereunder and will pay or reimburse the Warrant Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Warrant Agent in the administration or execution of its duties hereby created (including the reasonable compensation and the disbursements of its Counsel and all other advisers and assistants not regularly in its employ) both before any default hereunder and thereafter until all duties of the Warrant Agent hereunder shall be finally and fully performed. Any amount owing hereunder and remaining unpaid after 30 days from the invoice date will bear interest at the then current rate charged by the Warrant Agent against unpaid invoices and shall be payable upon demand. This Section shall survive the resignation or removal of the Warrant Agent and/or the termination of this Indenture.

Section 5.4    Performance of Covenants by Warrant Agent.

If the Corporation shall fail to perform any of its covenants contained in this Indenture, the Warrant Agent may notify the Registered Warrantholders of such failure on the part of the Corporation and may itself perform any of the covenants

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capable of being performed by it but, subject to Section 9.2, shall be under no obligation to perform said covenants or to notify the Registered Warrantholders of such performance by it. All sums expended or advanced by the Warrant Agent in so doing shall be repayable as provided in Section 5.3. No such performance, expenditure or advance by the Warrant Agent shall relieve the Corporation of any default hereunder or of its continuing obligations under the covenants herein contained.

Section 5.5    Enforceability of Warrants.

The Corporation covenants and agrees that it is duly authorized to create and issue the Warrants to be issued hereunder and that the Warrants, when issued and Authenticated as herein provided, will be valid and enforceable against the Corporation in accordance with the provisions hereof and the terms hereof and that, subject to the provisions of this Indenture, the Corporation will cause the Warrant Shares from time to time acquired upon exercise of Warrants issued under this Indenture to be duly issued and delivered in accordance with the terms of this Indenture.

ENFORCEMENT

Section 6.1    Suits by Registered Warrantholders.

All or any of the rights conferred upon any Registered Warrantholder by any of the terms of this Indenture may be enforced by the Registered Warrantholder by appropriate proceedings but without prejudice to the right which is hereby conferred upon the Warrant Agent to proceed in its own name to enforce each and all of the provisions herein contained for the benefit of the Registered Warrantholders.

Section 6.2    Suits by the Corporation.

The Corporation shall have the right to enforce full payment of the Exercise Price of all Warrant Shares issued by the Warrant Agent to a Registered Warrantholder hereunder and shall be entitled to demand such payment from the Registered Warrantholder or alternatively to instruct the Warrant Agent to cancel the share certificates representing such Warrant Shares and amend the securities register of the Corporation accordingly.

Section 6.3    Immunity of Shareholders, etc.

The Warrant Agent and the Warrantholders hereby waive and release any right, cause of action or remedy now or hereafter existing in any jurisdiction against any incorporator or any past, present or future shareholder, trustee, employee or

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agent of the Corporation or any successor entity on any covenant, agreement, representation or warranty made or given by the Corporation herein.

Section 6.4    Waiver of Default.

Upon the happening of any default hereunder:

(a)the Registered Warrantholders of not less than 51% of the Warrants then outstanding shall have power (in addition to the powers exercisable by Extraordinary Resolution) by requisition in writing to instruct the Warrant Agent to waive any default hereunder and the Warrant Agent shall thereupon waive the default upon such terms and conditions as shall be prescribed in such requisition; or

(b)the Warrant Agent shall have power to waive any default hereunder upon such terms and conditions as the Warrant Agent may deem advisable, on the advice of Counsel, if, in the Warrant Agent’s opinion, based on the advice of Counsel, the same shall have been cured or adequate provision made therefor;

provided that no delay or omission of the Warrant Agent or of the Registered Warrantholders to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein and provided further that no act or omission either of the Warrant Agent or of the Registered Warrantholders in the premises shall extend to or be taken in any manner whatsoever to affect any subsequent default hereunder of the rights resulting therefrom.

MEETINGS OF REGISTERED WARRANTHOLDERS

Section 7.1    Right to Convene Meetings.

The Warrant Agent may at any time and from time to time, and shall on receipt of a written request of the Corporation or of a Warrantholders’ Request and upon being indemnified and funded to its reasonable satisfaction by the Corporation or by the Registered Warrantholders signing such Warrantholders’ Request against the costs which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the Registered Warrantholders. If the Warrant Agent fails to so call a meeting within seven days after receipt of such written request of the Corporation or within 30 days after receipt of such Warrantholders’ Request and the indemnity and funding given as aforesaid, the Corporation or such Registered Warrantholders, as the case may be, may convene such meeting. Every such meeting shall be held in the City of Vancouver, British Columbia or at such other place as may be approved or determined by the Warrant Agent and the Corporation. Any meeting

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held pursuant to this Article 7 may be done through a virtual or electronic meeting platform, subject to the Warrant Agent’s capabilities at the time.

Section 7.2    Notice.

At least 21 days’ prior written notice of any meeting of Registered Warrantholders shall be given to the Registered Warrantholders in the manner provided for in Section 10.2 and a copy of such notice shall be sent by mail to the Warrant Agent (unless the meeting has been called by the Warrant Agent) and to the Corporation (unless the meeting has been called by the Corporation). Such notice shall state the time when and the place where the meeting is to be held, shall state briefly the general nature of the business to be transacted thereat and shall contain such information as is reasonably necessary to enable the Registered Warrantholders to make a reasoned decision on the matter, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed or any of the provisions of this Section 7.2.

Section 7.3    Chairman.

An individual (who need not be a Registered Warrantholder) designated in writing by the Warrant Agent shall be chairman of the meeting and if no individual is so designated, or if the individual so designated is not present within fifteen minutes from the time fixed for the holding of the meeting, the Registered Warrantholders present in person or by proxy shall choose an individual present to be chairman.

Section 7.4    Quorum.

Subject to the provisions of Section 7.11, at any meeting of the Registered Warrantholders a quorum shall consist of Registered Warrantholder(s) present in person or by proxy and entitled to purchase at least 25% of the aggregate number of Warrant Shares which may be acquired pursuant to all the then outstanding Warrants. If a quorum of the Registered Warrantholders shall not be present within thirty minutes from the time fixed for holding any meeting, the meeting, if summoned by Registered Warrantholders or on a Warrantholders’ Request, shall be dissolved; but in any other case the meeting shall be adjourned to the same day in the next week (unless such day is not a Business Day, in which case it shall be adjourned to the next following Business Day) at the same time and place and no notice of the adjournment need be given. Any business may be brought before or dealt with at an adjourned meeting which might have been dealt with at the original meeting in accordance with the notice calling the same. No business shall be transacted at any meeting unless a quorum be present at the commencement of business. At the adjourned meeting the Registered Warrantholders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened,

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notwithstanding that they may not be entitled to acquire at least 25% of the aggregate number of Warrant Shares which may be acquired pursuant to all then outstanding Warrants.

Section 7.5    Power to Adjourn.

The chairman of any meeting at which a quorum of the Registered Warrantholders is present may, with the consent of the meeting, adjourn any such meeting, and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe.

Section 7.6    Show of Hands.

Every question submitted to a meeting shall be decided in the first place by a majority of the votes given on a show of hands except that votes on an Extraordinary Resolution shall be given in the manner hereinafter provided. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.

Section 7.7    Poll and Voting.

(1)On every Extraordinary Resolution, and on any other question submitted to a meeting and after a vote by show of hands when demanded by the chairman or by one or more of the Registered Warrantholders acting in person or by proxy and entitled to acquire in the aggregate at least 5% of the aggregate number of Warrant Shares which may be acquired pursuant to all the Warrants then outstanding, a poll shall be taken in such manner as the chairman shall direct. Questions other than those required to be determined by Extraordinary Resolution shall be decided by a majority of the votes cast on the poll.

(2)On a show of hands, every person who is present and entitled to vote, whether as a Registered Warrantholder or as proxy for one or more absent Registered Warrantholders, or both, shall have one vote. On a poll, each Registered Warrantholder present in person or represented by a proxy duly appointed by instrument in writing shall be entitled to one vote in respect of each Warrant then held or represented by it. A proxy need not be a Registered Warrantholder. The chairman of any meeting shall be entitled, both on a show of hands and on a poll, to vote in respect of the Warrants, if any, held or represented by him.

Section 7.8    Regulations.

(1)The Warrant Agent, or the Corporation with the approval of the Warrant Agent, may from time to time make and from time to time vary such

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regulations as it shall think fit for the setting of the record date for a meeting for the purpose of determining Registered Warrantholders entitled to receive notice of and to vote at the meeting.

(2)Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a Registered Warrantholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9), shall be Registered Warrantholders or proxies of Registered Warrantholders.

Section 7.9    Corporation and Warrant Agent May be Represented.

The Corporation and the Warrant Agent, by their respective directors, officers, agents, and employees and the Counsel for the Corporation and for the Warrant Agent may attend any meeting of the Registered Warrantholders.

Section 7.10    Powers Exercisable by Extraordinary Resolution.

In addition to all other powers conferred upon them by any other provisions of this Indenture or by law, the Registered Warrantholders at a meeting shall, subject to the provisions of Section 7.11, have the power exercisable from time to time by Extraordinary Resolution:

(a)to agree to any modification, abrogation, alteration, compromise or arrangement of the rights of Registered Warrantholders or the Warrant Agent in its capacity as warrant agent hereunder (subject to the Warrant Agent’s prior consent, acting reasonably) or on behalf of the Registered Warrantholders against the Corporation whether such rights arise under this Indenture or otherwise;

(b)to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Registered Warrantholders;

(c)to direct or to authorize the Warrant Agent, subject to Section 9.2(2) hereof, to enforce any of the covenants on the part of the Corporation contained in this Indenture or to enforce any of the rights of the Registered Warrantholders in any manner specified in such Extraordinary Resolution or to refrain from enforcing any such covenant or right;

(d)to waive, and to direct the Warrant Agent to waive, any default on the part of the Corporation in complying with any provisions of this

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Indenture either unconditionally or upon any conditions specified in such Extraordinary Resolution;

(e)to restrain any Registered Warrantholder from taking or instituting any suit, action or proceeding against the Corporation for the enforcement of any of the covenants on the part of the Corporation in this Indenture or to enforce any of the rights of the Registered Warrantholders;

(f)to direct any Registered Warrantholder who, as such, has brought any suit, action or proceeding to stay or to discontinue or otherwise to deal with the same upon payment of the costs, charges and expenses reasonably and properly incurred by such Registered Warrantholder in connection therewith;

(g)to assent to any change in or omission from the provisions contained in this Indenture or any ancillary or supplemental instrument that is prejudicial to the interests of the Warrantholders and which may be agreed to by the Corporation, and to authorize the Warrant Agent to concur in and execute any ancillary or supplemental indenture embodying the change or omission;

(h)with the consent of the Corporation, such consent not to be unreasonably withheld, to remove the Warrant Agent or its successor in office and to appoint a new warrant agent or warrant agents to take the place of the Warrant Agent so removed; and

(i)to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation.

Notwithstanding the foregoing, unless the Corporation otherwise consents, and subject to the provisions of the TSX-V or such other stock exchange on which the Common Shares or Warrants may be listed, no Extraordinary Resolution passed pursuant to this Indenture will be effective or enforceable against the Corporation if it purports to modify or alter the material terms of the Warrants, which terms shall include, but not be limited to:

(i)the Exercise Price;

(ii)the Expiry Date; and

(iii)the number of Warrant Shares which may be acquired on exercise of the Warrants;

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unless such modification or alteration is provided for in Article 4.

Section 7.11    Meaning of Extraordinary Resolution.

(1)The expression “Extraordinary Resolution” when used in this Indenture means, subject as hereinafter provided in this Section 7.11 and in Section 7.14, a resolution either (i) proposed at a meeting of Registered Warrantholders duly convened for that purpose and held in accordance with the provisions of this Article 7 at which there are present in person or by proxy Registered Warrantholders holding at least 25% of the aggregate number of the then outstanding Warrants (unless such meeting is adjourned to a prescribed later date due to the lack of quorum) and passed by the affirmative votes of Registered Warrantholders holding not less than 66 2/3% of the aggregate number of Warrant Shares that may be acquired on exercise of the Warrants at the meeting and voted on the poll upon such resolution; or (ii) adopted by an instrument in writing signed by the holders of Warrants representing not less than 66 2/3% of the aggregate number of then outstanding Warrants.

(2)If, at the meeting at which an Extraordinary Resolution is to be considered, Registered Warrantholders holding at least 25% of the aggregate number of the then outstanding Warrants are not present in person or by proxy within 30 minutes after the time appointed for the meeting, then the meeting, if convened by Registered Warrantholders or on a Warrantholders’ Request, shall be dissolved; but in any other case it shall stand adjourned to such day, being not less than 15 or more than 60 days later, and to such place and time as may be appointed by the chairman. Not less than 14 days’ prior notice shall be given of the time and place of such adjourned meeting in the manner provided for in Section 10.2. Such notice shall state that at the adjourned meeting the Registered Warrantholders present in person or by proxy shall form a quorum but it shall not be necessary to set forth the purposes for which the meeting was originally called or any other particulars. At the adjourned meeting the Registered Warrantholders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened and a resolution proposed at such adjourned meeting and passed by the requisite vote as provided in Section 7.11(1) shall be an Extraordinary Resolution within the meaning of this Indenture notwithstanding that Registered Warrantholders entitled to acquire at least 10% of the aggregate number of Warrant Shares which may be acquired pursuant to all the then outstanding Warrants are not present in person or by proxy at such adjourned meeting.

(1)Subject to Section 7.14, votes on an Extraordinary Resolution shall always be given on a poll and no demand for a poll on an Extraordinary Resolution shall be necessary.

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Section 7.12    Powers Cumulative.

Any one or more of the powers or any combination of the powers in this Indenture stated to be exercisable by the Registered Warrantholders by Extraordinary Resolution or otherwise may be exercised from time to time and the exercise of any one or more of such powers or any combination of powers from time to time shall not be deemed to exhaust the right of the Registered Warrantholders to exercise such power or powers or combination of powers then or thereafter from time to time.

Section 7.13    Minutes.

Minutes of all resolutions and proceedings at every meeting of Registered Warrantholders shall be made and duly recorded in the books and such minutes as aforesaid, if signed by the chairman or the secretary of the meeting at which such resolutions were passed or proceedings had shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting in respect of the proceedings of which minutes shall have been made shall be deemed to have been duly convened and held, and all resolutions passed thereat or proceedings taken shall be deemed to have been duly passed and taken.

Section 7.14    Instruments in Writing.

All actions which may be taken and all powers that may be exercised by the Registered Warrantholders at a meeting held as provided in this Article 7 may also be taken and exercised by Registered Warrantholders holding at least 66 2/3% of the aggregate number of all of the then outstanding Warrants by an instrument in writing signed in one or more counterparts by such Registered Warrantholders in person or by attorney duly appointed in writing, and the expression “Extraordinary Resolution” when used in this Indenture shall include an instrument so signed.

Section 7.15    Binding Effect of Resolutions.

Every resolution and every Extraordinary Resolution passed in accordance with the provisions of this Article 7 at a meeting of Registered Warrantholders shall be binding upon all the Warrantholders, whether present at or absent from such meeting, and every instrument in writing signed by Registered Warrantholders in accordance with Section 7.14 shall be binding upon all the Warrantholders, whether signatories thereto or not, and each and every Warrantholder and the Warrant Agent (subject to the provisions for indemnity herein contained) shall be bound to give effect accordingly to every such resolution and instrument in writing.

Section 7.16    Holdings by Corporation Disregarded.

In determining whether Registered Warrantholders holding Warrants evidencing the entitlement to acquire the required number of Warrant Shares are

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present at a meeting of Registered Warrantholders for the purpose of determining a quorum or have concurred in any consent, waiver, Extraordinary Resolution, Warrantholders’ Request or other action under this Indenture, Warrants owned legally or beneficially by the Corporation shall be disregarded in accordance with the provisions of Section 10.7.

SUPPLEMENTAL INDENTURES

Section 8.1    Provision for Supplemental Indentures for Certain Purposes.

From time to time, the Corporation (when authorized by action of the directors of the Corporation) and the Warrant Agent may, subject to the provisions hereof and subject to the prior approval of the TSX-V, as need be, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, indentures or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:

(a)setting forth any adjustments resulting from the application of the provisions of Article 4;

(b)adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the premises, provided that the same are not in the opinion of the Warrant Agent, relying on the advice of Counsel, prejudicial to the interests of the Registered Warrantholders;

(c)giving effect to any Extraordinary Resolution passed as provided in Section 7.11;

(d)making such provisions not inconsistent with this Indenture as may be necessary or desirable with respect to matters or questions arising hereunder or for the purpose of obtaining a listing or quotation of the Warrants on any stock exchange or quotation system, provided that such provisions are not, in the opinion of the Warrant Agent, relying on the advice of Counsel, prejudicial to the interests of the Registered Warrantholders;

(e)adding to or altering the provisions hereof in respect of the transfer of Warrants, making provision for the exchange of Warrants, and making any modification in the form of the Warrant Certificates which does not affect the substance thereof;

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(f)modifying any of the provisions of this Indenture, including relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Warrant Agent, relying on the advice of Counsel, such modification or relief in no way prejudices any of the rights of the Registered Warrantholders or of the Warrant Agent, and provided further that the Warrant Agent may in its sole discretion decline to enter into any such supplemental indenture which in its opinion may not afford adequate protection to the Warrant Agent when the same shall become operative;

(g)providing for the issuance of additional Warrants hereunder, including Warrants in excess of the number set out in Section 2.1 and any consequential amendments hereto as may be required by the Warrant Agent relying on the advice of Counsel; and

(h)for any other purpose not inconsistent with the terms of this Indenture, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Warrant Agent, relying on the advice of Counsel, the rights of the Warrant Agent and of the Registered Warrantholders are in no way prejudiced thereby.

Section 8.2    Successor Entities.

In the case of the consolidation, amalgamation, arrangement, merger or transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to or with another entity (“successor entity”), the successor entity resulting from such consolidation, amalgamation, arrangement, merger or transfer (if not the Corporation) shall expressly assume, by supplemental indenture satisfactory in form to the Warrant Agent and executed and delivered to the Warrant Agent, the due and punctual performance and observance of each and every covenant and condition of this Indenture to be performed and observed by the Corporation.

CONCERNING THE WARRANT AGENT

Section 9.1    Trust Indenture Legislation.

(1)If and to the extent that any provision of this Indenture limits, qualifies or conflicts with a mandatory requirement of Applicable Legislation, such mandatory requirement shall prevail.

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(2)The Corporation and the Warrant Agent agree that each will, at all times in relation to this Indenture and any action to be taken hereunder, observe and comply with and be entitled to the benefits of Applicable Legislation.

Section 9.2    Rights and Duties of Warrant Agent.

(1)In the exercise of the rights and duties prescribed or conferred by the terms of this Indenture, the Warrant Agent shall act honestly and in good faith and exercise that degree of care, diligence and skill that a reasonably prudent warrant agent would exercise in comparable circumstances. No provision of this Indenture shall be construed to relieve the Warrant Agent from liability for its own gross negligence, wilful misconduct, bad faith or fraud under this Indenture.

(2)The obligation of the Warrant Agent to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Warrant Agent or the Registered Warrantholders hereunder shall be conditional upon the Registered Warrantholders furnishing, when required by notice by the Warrant Agent, sufficient funds to commence or to continue such act, action or proceeding and an indemnity reasonably satisfactory to the Warrant Agent to protect and to hold harmless the Warrant Agent and its officers, directors, employees and agents, against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. None of the provisions contained in this Indenture shall require the Warrant Agent to expend or to risk its own funds or otherwise to incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as aforesaid.

(3)The Warrant Agent may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Registered Warrantholders, at whose instance it is acting to deposit with the Warrant Agent the Warrant Certificates held by them, for which Warrants the Warrant Agent shall issue receipts.

(4)Every provision of this Indenture that by its terms relieves the Warrant Agent of liability or entitles it to rely upon any evidence submitted to it is subject to the provisions of Applicable Legislation.

Section 9.3    Evidence, Experts and Advisers.

(1)In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form,

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as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation.

(2)In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture.

(3)Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon.

(4)The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent.

(5)The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Section 9.4    Documents, Monies, etc. Held by Warrant Agent.

Until released in accordance with this Indenture, any funds received hereunder shall be kept in segregated records of the Warrant Agent and the Warrant Agent shall place the funds in segregated trust accounts of the Warrant Agent at one or more of the Canadian Chartered Banks listed in Schedule 1 of the Bank Act (Canada) (“Approved Bank”). All amounts held by the Warrant Agent pursuant to this Indenture shall be held by the Warrant Agent for the Corporation and the delivery of the funds to the Warrant Agent shall not give rise to a debtor-creditor or other similar

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relationship. The amounts held by the Warrant Agent pursuant to this Indenture are at the sole risk of the Corporation and, without limiting the generality of the foregoing, the Warrant Agent shall have no responsibility or liability for any diminution of the funds which may result from any deposit made with an Approved Bank pursuant to this section, including any losses resulting from a default by the Approved Bank or other credit losses (whether or not resulting from such a default). The parties hereto acknowledge and agree that the Warrant Agent will have acted prudently in depositing the funds at any Approved Bank, and that the Warrant Agent is not required to make any further inquiries in respect of any such bank. The Warrant Agent may hold cash balances constituting part or all of such monies and need not, invest the same; the Warrant Agent shall not be liable to account for any profit to any parties to this Indenture or to any other person or entity.

Section 9.5    Actions by Warrant Agent to Protect Interest.

The Warrant Agent shall have power to institute and to maintain such actions and proceedings as it may consider necessary or expedient to preserve, protect or enforce its interests and the interests of the Registered Warrantholders.

Section 9.6    Warrant Agent Not Required to Give Security.

The Warrant Agent shall not be required to give any bond or security in respect of the execution of the agency and powers of this Indenture or otherwise in respect of the premises.

Section 9.7    Protection of Warrant Agent.

By way of supplement to the provisions of any law for the time being relating to the Warrant Agent it is expressly declared and agreed as follows:

(a)the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in the Authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation;

(b)nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto;

(c)the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof;

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(d)the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation;

(e)the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that the Corporation shall not be required to indemnify the Indemnified Parties in the event of the gross negligence or wilful misconduct of the Warrant Agent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and

(f)notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any

(a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

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Section 9.8    Replacement of Warrant Agent; Successor by Merger.

(1)The Warrant Agent may resign its agency and be discharged from all further duties and liabilities hereunder, subject to this Section 9.8, by giving to the Corporation not less than 60 days’ prior notice in writing or such shorter prior notice as the Corporation may accept as sufficient. The Registered Warrantholders by Extraordinary Resolution shall have power at any time to remove the existing Warrant Agent and to appoint a new warrant agent. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Corporation shall forthwith appoint a new warrant agent unless a new warrant agent has already been appointed by the Registered Warrantholders; failing such appointment by the Corporation, the retiring Warrant Agent or any Registered Warrantholder may apply to a judge of the Province of British Columbia on such notice as such judge may direct, for the appointment of a new warrant agent; but any new warrant agent so appointed by the Corporation or by the Court shall be subject to removal as aforesaid by the Registered Warrantholders. Any new warrant agent appointed under any provision of this Section 9.8 shall be an entity authorized to carry on the business of a trust company in the Province of British Columbia and, if required by the Applicable Legislation for any other provinces, in such other provinces. On any such appointment the new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent hereunder.

(2)Upon the appointment of a successor warrant agent, the Corporation shall promptly notify the Registered Warrantholders thereof in the manner provided for in Section 10.2.

(3)Any Warrant Certificates Authenticated but not delivered by a predecessor Warrant Agent may be Authenticated by the successor Warrant Agent in the name of the successor Warrant Agent.

(4)Any corporation into which the Warrant Agent may be merged or consolidated or amalgamated, or to which all or substantially all of its corporate trust business is sold or otherwise transferred, or any corporation resulting therefrom to which the Warrant Agent shall be a party, or any corporation succeeding to substantially the corporate trust business of the Warrant Agent shall be the successor to the Warrant Agent hereunder without any further act on its part or any of the parties hereto, provided that such corporation would be eligible for appointment as successor Warrant Agent under Section 9.8(1).

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Section 9.9    Acceptance of Agency

The Warrant Agent hereby accepts the agency in this Indenture declared and provided for and agrees to perform the same upon the terms and conditions herein set forth and agrees to hold all rights, interest and benefits herein on behalf of those persons who become holders of Warrants from time to time issued under this Indenture.

Section 9.10    Warrant Agent Not to be Appointed Receiver.

The Warrant Agent and any person related to the Warrant Agent shall not be appointed a receiver, a receiver and manager or liquidator of all or any part of the assets or undertaking of the Corporation.

Section 9.11    Warrant Agent Not Required to Give Notice of Default.

The Warrant Agent shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do under the terms hereof; nor shall the Warrant Agent be required to take notice of any default hereunder, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Warrant Agent and in the absence of any such notice the Warrant Agent may for all purposes of this Indenture conclusively assume that no default has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein. Any such notice shall in no way limit any discretion herein given to the Warrant Agent to determine whether or not the Warrant Agent shall take action with respect to any default.

Section 9.12    Anti-Money Laundering.

(1)The Corporation hereby represents to the Warrant Agent that any account to be opened by, or interest to be held by the Warrant Agent in connection with this Indenture, for or to the credit of the Corporation, either (i) is not intended to be used by or on behalf of any third party; or (ii) is intended to be used by or on behalf of a third party, in which case the Corporation hereto agrees to complete and execute forthwith a declaration in the Warrant Agent’s prescribed form as to the particulars of such third party.

(2)The Warrant Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Warrant Agent, in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering, anti-terrorist or economic sanctions legislation, regulation or

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guideline. Further, should the Warrant Agent, in its sole judgment, determine at any time that its acting under this Indenture has resulted in its being in non- compliance with any applicable anti-money laundering, anti-terrorist or economic sanctions legislation, regulation or guideline, then it shall have the right to resign on ten (10) days written notice to the other parties to this Indenture, provided (i) that the Warrant Agent’s written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Warrant Agent’s satisfaction within such ten (10) day period, then such resignation shall not be effective.

Section 9.13    Compliance with Privacy Code.

The Corporation acknowledges that the Warrant Agent may, in the course of providing services hereunder, collect or receive financial and other personal information about the Corporation and/or their representatives, as individuals, or about other individuals related to the subject matter hereof, and use such information for the following purposes:

(a)to provide the services required under this Indenture and other services that may be requested from time to time;

(b)to help the Warrant Agent manage its servicing relationships with such individuals;

(c)to meet the Warrant Agent’s legal and regulatory requirements; and

(d)if Social Insurance Numbers are collected by the Warrant Agent, to perform tax reporting and to assist in verification of an individual’s identity for security purposes.

The Corporation acknowledges and agrees that the Warrant Agent may receive, collect, use and disclose personal information provided to it or acquired by it in the course of its acting as agent hereunder for the purposes described above and, generally, in the manner and on the terms described in its privacy code, which the Warrant Agent shall make available on its website, www.computershare.com, or upon request, including revisions thereto. The Warrant Agent may transfer personal information to other companies in or outside of Canada that provide data processing and storage or other support in order to facilitate the services it provides.

Further, the Corporation agrees that it shall not provide or cause to be provided to the Warrant Agent any personal information relating to an individual who is not a party to this Indenture unless the Corporation has assured itself that such individual understands and has consented to the aforementioned uses and disclosures.

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Section 9.14    Securities and Exchange Commission Certification.

The Corporation confirms that as at the date of execution of this Indenture it does not have a class of securities registered pursuant to Section 12 of the U.S. Exchange Act or have a reporting obligation pursuant to Section 15(d) of the Exchange Act.

The Corporation covenants that in the event that (i) any class of its securities shall become registered pursuant to Section 12 of the Act or the Corporation shall incur a reporting obligation pursuant to Section 15(d) of the Act, or (ii) any such registration or reporting obligation shall be terminated by the Corporation in accordance with the Act, the Corporation shall promptly deliver to the Warrant Agent an officers’ certificate (in a form provided by the Warrant Agent) notifying the Warrant Agent of such registration or termination and such other information as the Warrant Agent may require at the time. The Corporation acknowledges that the Warrant Agent is relying upon the foregoing representation and covenants in order to meet certain United States Securities and Exchange Commission (“SEC”) obligations with respect to those clients who are filing with the SEC.

GENERAL

Section 10.1    Notice to the Corporation and the Warrant Agent.

(1)Unless herein otherwise expressly provided, any notice to be given hereunder to the Corporation or the Warrant Agent shall be deemed to be validly given if delivered, sent by registered letter, postage prepaid or emailed:

(a)If to the Corporation:

101 N. Shoreline Blvd, Suite 450 Corpus Christi, TX

78401

Attention: William Sheriff Email Address: [Email redacted]

(b)If to the Warrant Agent:

Computershare Trust Company of Canada 3rd Floor, 510 Burrard Street

Vancouver BC V6C 3B9

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Attention: General Manager, Corporate Trust Email Address: [Email redacted]

and any such notice delivered in accordance with the foregoing shall be deemed to have been received and given on the date of delivery or, if mailed, on the fifth Business Day following the date of mailing such notice or, if emailed, on the next Business Day following the date of transmission.

(2)The Corporation or the Warrant Agent, as the case may be, may from time to time notify the other in the manner provided in Section 10.1(1) of a change of address which, from the effective date of such notice and until changed by like notice, shall be the address of the Corporation or the Warrant Agent, as the case may be, for all purposes of this Indenture.

(3)If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal employees, any notice to be given to the Warrant Agent or to the Corporation hereunder could reasonably be considered unlikely to reach its destination, such notice shall be valid and effective only if it is delivered to the named officer of the party to which it is addressed, as provided in Section 10.1(1), or given by email or other means of prepaid, transmitted and recorded communication.

Section 10.2    Notice to Registered Warrantholders.

(1)Unless otherwise provided herein, notice to the Registered Warrantholders under the provisions of this Indenture shall be valid and effective if delivered or sent by ordinary prepaid post addressed to such holders at their post office addresses appearing on the register of Warrantholders hereinbefore mentioned and shall be deemed to have been effectively received and given on the date of delivery or, if mailed, on the third Business Day following the date of mailing such notice. In the event that Warrants are held in the name of the Depository, a copy of such notice shall also be sent by electronic communication to the Depository and shall be deemed received and given on the day it is so sent.

(2)If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal employees, any notice to be given to the Registered Warrantholders hereunder could reasonably be considered unlikely to reach its destination, such notice shall be valid and effective only if it is delivered to such Registered Warrantholders to the address for such Registered Warrantholders contained in the register of Warrantholders maintained by the Warrant Agent or such notice may be given, at the Corporation’s expense, by means of publication in the Globe and Mail, National Edition, or any other

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English language daily newspaper or newspapers of general circulation in Canada, in each two successive weeks, the first such notice to be published within 5 Business Days of such event, and any such notice published shall be deemed to have been received and given on the latest date the publication takes place.

Section 10.3    Ownership of Warrants.

The Corporation and the Warrant Agent may deem and treat the Registered Warrantholders as the absolute owner thereof for all purposes, and the Corporation and the Warrant Agent shall not be affected by any notice or knowledge to the contrary except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction. The receipt of any such Registered Warrantholder of the Warrant Shares which may be acquired pursuant thereto shall be a good discharge to the Corporation and the Warrant Agent for the same and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction.

Section 10.4    Counterparts.

This Indenture may be executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution they shall be deemed to be dated as of the date hereof. Delivery of an executed copy of the Indenture by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Indenture as of the date hereof.

Section 10.5    Satisfaction and Discharge of Indenture.

Upon the earlier of:

(a)the date by which there shall have been delivered to the Warrant Agent for exercise or cancellation all Warrants theretofore Authenticated hereunder, in the case of Warrant Certificates (or such other instructions, in a form satisfactory to the Warrant Agent), in the case of Uncertificated Warrants, or by way of standard processing through the book entry system in the case of a CDS Global Warrant; and

(b)the Expiry Time;

and if all certificates or other entry on the register representing Warrant Shares required to be issued in compliance with the provisions hereof have been issued and delivered hereunder or to the Warrant Agent in accordance with such provisions, this

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Indenture shall cease to be of further effect and the Warrant Agent, on demand of and at the cost and expense of the Corporation and upon delivery to the Warrant Agent of a certificate of the Corporation stating that all conditions precedent to the satisfaction and discharge of this Indenture have been complied with, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. Notwithstanding the foregoing, the indemnities provided to the Warrant Agent by the Corporation hereunder shall remain in full force and effect and survive the termination of this Indenture.

Section 10.6    Provisions of Indenture and Warrants for the Sole Benefit of Parties and Registered Warrantholders.

Nothing in this Indenture or in the Warrants, expressed or implied, shall give or be construed to give to any person other than the parties hereto and the Registered Warrantholders, as the case may be, any legal or equitable right, remedy or claim under this Indenture, or under any covenant or provision herein or therein contained, all such covenants and provisions being for the sole benefit of the parties hereto and the Registered Warrantholders.

Section 10.7    Common Shares or Warrants Owned by the Corporation or its Subsidiaries - Certificate to be Provided.

For the purpose of disregarding any Warrants owned legally or beneficially by the Corporation in Section 7.16, the Corporation shall provide to the Warrant Agent, from time to time, a certificate of the Corporation setting forth as at the date of such certificate:

(a)the names (other than the name of the Corporation) of the Registered Warrantholders which, to the knowledge of the Corporation, are owned by or held for the account of the Corporation; and

(b)the number of Warrants owned legally or beneficially by the Corporation;

and the Warrant Agent, in making the computations shall be entitled to rely on such certificate without any additional evidence.

Section 10.8    Severability

If, in any jurisdiction, any provision of this Indenture or its application to any party or circumstance is restricted, prohibited or unenforceable, such provision will, as to such jurisdiction, be ineffective only to the extent of such restriction, prohibition or unenforceability without invalidating the remaining provisions of this Indenture and without affecting the validity or enforceability of such provision in any other jurisdiction or without affecting its application to other parties or circumstances.

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Section 10.9    Force Majeure

No party shall be liable to the other, or held in breach of this Indenture, if prevented, hindered, or delayed in the performance or observance of any provision contained herein by reason of act of God, riots, terrorism, acts of war, epidemics, governmental action or judicial order, earthquakes, or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures). Performance times under this Indenture shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section.

Section 10.10    Assignment, Successors and Assigns

Neither of the parties hereto may assign its rights or interest under this Indenture, except as provided in Section 9.8 in the case of the Warrant Agent, or as provided in Section 8.2 in the case of the Corporation. Subject thereto, this Indenture shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

Section 10.11    Rights of Rescission and Withdrawal for Holders

(1)Should a holder of Warrants exercise any legal, statutory, contractual or other right of withdrawal or rescission that may be available to it, and the holder’s funds which were paid on exercise have already been released to the Corporation by the Warrant Agent, the Warrant Agent shall not be responsible for ensuring the exercise is cancelled and a refund is paid back to the holder. In such cases, the holder shall seek a refund directly from the Corporation and subsequently, the Corporation, upon surrender to the Corporation or the Warrant Agent of any underlying Warrant Shares or other securities that may have been issued, or such other procedure as agreed to by the parties hereto, shall instruct the Warrant Agent in writing, to cancel the exercise transaction and any such underlying Warrant Shares or other securities on the register, which may have already been issued upon the Warrant exercise. In the event that any payment is received from the Corporation by virtue of the holder being a shareholder for such Warrants that were subsequently rescinded, such payment must be returned to the Corporation by such holder. The Warrant Agent shall not be under any duty or obligation to take any steps to ensure or enforce the return of the funds pursuant to this section, nor shall the Warrant Agent be in any other way responsible in the event that any payment is not delivered or received pursuant to this section. Notwithstanding the foregoing, in the event that the Corporation provides the refund to the Warrant Agent for distribution to the holder, the Warrant Agent shall return such funds to the holder as soon as reasonably practicable, and in so doing, the Warrant Agent

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shall incur no liability with respect to the delivery or non-delivery of any such funds.

(2)Each Warrantholder shall have a non -assignable contractual right of rescission if the short-form prospectus of the Corporation dated March 22, 2022 (including documents incorporated therein by reference) or any amendment thereto (the “Prospectus”) contains a misrepresentation (within the meaning of the Securities Act (British Columbia)). This contractual right of rescission is be subject to the defences, limitations and other provisions described under part XVI of the Securities Act (British Columbia), and is in addition to any other right or remedy available to Warrantholders under section 131 of the Securities Act (British Columbia) or otherwise at law. For greater certainty, each Warrantholder is entitled to receive from the Corporation the amount paid upon conversion, exchange or exercise, as well as the amount paid for the Warrant, upon surrender of the underlying securities acquired thereby, in the event that the Prospectus contains a misrepresentation, provided that: (i) the conversion, exchange or exercise takes place within one-hundred and eighty

(180) days of the date of the purchase of the Units under the Prospectus; and

(ii) the right of rescission is exercised within one-hundred and eighty (180) days of the date of the purchase of the Units under the Prospectus.

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IN WITNESS WHEREOF the parties hereto have executed this Indenture under the hands of their proper officers in that behalf as of the date first written above.

ENCORE ENERGY CORP.

By:    “W. Paul Goranson”

Name: W. Paul Goranson Title:    Chief Executive Officer

By:    “William Sheriff”

Name: William Sheriff Title:    Executive Chairman

COMPUTERSHARE TRUST COMPANY OF CANADA

By:    “Tom Liu”

Name: Tom Liu

Title:    Corporate Trust Officer

By:    “Winny Lee”

Name: Winny Lee

Title:    Associate Trust Officer

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SCHEDULE “A”

FORM OF WARRANT

THE WARRANTS EVIDENCED HEREBY ARE EXERCISABLE AT OR BEFORE 4:00

P.M. (PST) ON MARCH 25, 2024, AFTER WHICH TIME THE WARRANTS EVIDENCED HEREBY SHALL BE DEEMED TO BE VOID AND OF NO FURTHER FORCE OR EFFECT.

For all Certificated Warrants registered in the name of the Depository, also include the following legend:

(INSERT IF BEING ISSUED TO CDS)UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO ENCORE ENERGY CORP. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.

For Warrants issued to U.S. Warrantholders, also include the following legends:

THESE WARRANTS AND THE SECURITIES DELIVERABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR U.S. STATE SECURTIES LAWS. BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, THE HOLDER AGREES FOR THE BENEFIT OF ENCORE ENERGY CORP. (THE “CORPORATION”) THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION; OR (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS; OR (C) WITHIN THE UNITED STATES IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE

U.S. SECURITIES ACT PROVIDED BY (I) RULE 144 OR (II) RULE 144A THEREUNDER, IF AVAILABLE, AND IN EACH CASE IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS; OR (D) IN ANY OTHER TRANSACTION THAT DOES NOT

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REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS; OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT, IN THE CASE OF TRANSFERS PURSUANT TO (C)(I) OR (D) ABOVE, THE HOLDER HAS, PRIOR TO SUCH TRANSFER, FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.

THESE WARRANTS MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF A U.S. PERSON OR PERSON IN THE UNITED STATES UNLESS THESE WARRANTS AND THE SECURITIES DELIVERABLE UPON EXERCISE OF THESE WARRANTS HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS OF ANY SUCH STATE OR EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.

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WARRANT

To acquire Common Shares of

ENCORE ENERGY CORP.

(incorporated pursuant to the laws of the Province of British Columbia)

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Warrant Certificate No. [*]

Certificate for

Warrants, each entitling the holder to acquire one (1) Common Share (subject to adjustment as provided for in the Warrant Indenture (as defined below)

CUSIP 29259W130 ISIN CA29259W1308

THIS IS TO CERTIFY THAT, for value received,

(the “Warrantholder”) is the registered holder of the number of common share purchase warrants (the “Warrants”) of enCore Energy Corp. (the “Corporation”) specified above, and is entitled, on exercise of these Warrants upon and subject to the terms and conditions set forth herein and in the Warrant Indenture, to purchase at any time before 4:00 p.m. (PST) (the “Expiry Time”) on March 25, 2024 (the “Expiry Date”), one fully paid and non- assessable common share without par value in the capital of the Corporation as constituted on the date hereof (a “Common Share”) for each Warrant subject to adjustment in accordance with the terms of the Warrant Indenture (as defined herein). Any capitalized terms used and not otherwise defined in this Warrant Certificate shall have the meaning ascribed thereto in the Warrant Indenture.

The right to purchase Common Shares may only be exercised by the Warrantholder within the time set forth above by:

(a)duly completing and executing the exercise form (the “Exercise Form”) attached hereto; and

(b)surrendering this warrant certificate (the “Warrant Certificate”), with the Exercise Form to the Warrant Agent at the principal office of the Warrant Agent, in the city of Vancouver, Province of British Columbia, together with a certified cheque, bank draft or money order in the lawful money of Canada payable to or to the order of the Corporation in an amount equal to the purchase price of the Common Shares so subscribed for.

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The surrender of this Warrant Certificate, the duly completed Exercise Form and payment as provided above will be deemed to have been effected only on personal delivery thereof to, or if sent by mail or other means of transmission on actual receipt thereof by, the Warrant Agent at its principal office as set out above.

Subject to adjustment thereof in the events and in the manner set forth in the Warrant Indenture hereinafter referred to, the exercise price payable for each Common Share issuable upon the exercise of Warrants shall be $2.00 per Common Share (the “Exercise Price”).

Certificates for the Common Shares subscribed for will be mailed to the persons specified in the Exercise Form at their respective addresses specified therein or, if so specified in the Exercise Form, delivered to such persons at the office where this Warrant Certificate is surrendered. If fewer Common Shares are purchased than the number that can be purchased pursuant to this Warrant Certificate, the holder hereof will be entitled to receive without charge a new Warrant Certificate in respect of the balance of the Common Shares not so purchased. No fractional Common Shares will be issued upon exercise of any Warrant.

This Warrant Certificate evidences Warrants of the Corporation issued or issuable under the provisions of a warrant indenture (which indenture together with all other instruments supplemental or ancillary thereto is herein referred to as the “Warrant Indenture”) dated as of March 25, 2022 between the Corporation and Computershare Trust Company of Canada, as Warrant Agent, to which Warrant Indenture reference is hereby made for particulars of the rights of the holders of Warrants, the Corporation and the Warrant Agent in respect thereof and the terms and conditions on which the Warrants are issued and held, all to the same effect as if the provisions of the Warrant Indenture were herein set forth, to all of which the holder, by acceptance hereof, assents. The Corporation will furnish to the holder, on request and without charge, a copy of the Warrant Indenture.

On presentation at the principal office of the Warrant Agent as set out above, subject to the provisions of the Warrant Indenture and on compliance with the reasonable requirements of the Warrant Agent, one or more Warrant Certificates may be exchanged for one or more Warrant Certificates entitling the holder thereof to purchase in the aggregate an equal number of Common Shares as are purchasable under the Warrant Certificate(s) so exchanged.

Neither the Warrants nor the Common Shares issuable upon exercise hereof have been or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or U.S. state securities laws. These Warrants may not be exercised in the United States or by or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States unless this security and the Common Shares issuable upon exercise of this security have been registered under the U.S. Securities Act and the

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applicable state securities legislation or an exemption from such registration requirements is available.

The Warrant Indenture contains provisions for the adjustment of the Exercise Price payable for each Common Share upon the exercise of Warrants and the number of Common Shares issuable upon the exercise of Warrants in the events and in the manner set forth therein.

The Warrant Indenture also contains provisions making binding on all holders of Warrants outstanding thereunder resolutions passed at meetings of holders of Warrants held in accordance with the provisions of the Warrant Indenture and instruments in writing signed by Warrantholders entitled to purchase a specific majority of the Common Shares that can be purchased pursuant to such Warrants.

Nothing contained in this Warrant Certificate, the Warrant Indenture or elsewhere shall be construed as conferring upon the holder hereof any right or interest whatsoever as a holder of Common Shares or any other right or interest except as herein and in the Warrant Indenture expressly provided. In the event of any discrepancy between anything contained in this Warrant Certificate and the terms and conditions of the Warrant Indenture, the terms and conditions of the Warrant Indenture shall govern.

Warrants may only be transferred in compliance with the conditions of the Warrant Indenture on the register of Warrantholders to be kept by the Warrant Agent in Vancouver, British Columbia or such other registrar as the Corporation, with the approval of the Warrant Agent, may appoint at such other place or places, if any, as may be designated, upon surrender of this Warrant Certificate to the Warrant Agent or other registrar accompanied by a written instrument of transfer in form and execution satisfactory to the Warrant Agent or other registrar and upon compliance with the conditions prescribed in the Warrant Indenture and with such reasonable requirements as the Warrant Agent or other registrar may prescribe and upon the transfer being duly noted thereon by the Warrant Agent or other registrar. Time is of the essence hereof.

This Warrant Certificate will not be valid for any purpose until it has been countersigned by or on behalf of the Warrant Agent from time to time under the Warrant Indenture.

The parties hereto have declared that they have required that these presents and all other documents related hereto be in the English language. Les parties aux présentes déclarent qu’elles ont exigé que la présente convention, de même que tous les documents s’y rapportant, soient rédigés en anglais.

[Signature Page Follows]

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IN WITNESS WHEREOF the Corporation has caused this Warrant Certificate to be duly executed as of:

ENCORE ENERGY CORP.

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Countersigned and Registered by:

COMPUTERSHARE TRUST COMPANY OF CANADA

By:         Authorized Signatory

By:         Authorized Signatory

By:         Authorized Signatory

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FORM OF TRANSFER

To:    Computershare    Trust    Company    of    Canada FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers to

(print name and address) the          (number to be transferred of) Warrants represented by this Warrant Certificate and hereby irrevocably constitutes and appoints     as its attorney with full power of substitution to transfer the said securities on the appropriate register of the Warrant Agent.

In the case of a warrant certificate that contains a U.S. restrictive legend, the undersigned hereby represents, warrants and certifies that (one (only) of the following must be checked):

(A)the transfer is being made only to the Corporation;

(B)the transfer is being made outside the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act, and in compliance with any applicable local securities laws and regulations and the holder has provided herewith the Declaration for Removal of Legend attached as Schedule “C” to the Warrant Indenture, or

(C)the transfer is being made within the United States or to, or for the account or benefit of, a U.S. Person or a person in the United States, in a transaction that does not require registration under the

U.S. Securities Act or any applicable state securities laws and the undersigned has furnished to the Corporation and the Warrant Agent an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation and the Warrant Agent to such effect.

Warrants shall only be transferable in accordance with the Warrant Indenture and all applicable laws. Without limiting the foregoing, if the Warrant Certificate bears a legend restricting the transfer of the Warrants except pursuant to an exemption from registration under the U.S. Securities Act, this Form of Transfer must be accompanied by a Form of Declaration for Removal of Legend in the form attached as Schedule “C” to the Warrant Indenture (or such other form as the Corporation may prescribe from time to time), or a written opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation and to the Warrant Agent to the effect that the transfer is exempt from registration under the U.S. Securities Act and applicable state securities laws.

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In the case of a warrant certificate that does not contain a U.S. restrictive legend, if the proposed transfer is to, or for the account or benefit of, a U.S. Person or a person in the United States, the undersigned hereby represents, warrants and certifies that the transfer of the Warrants is being completed pursuant to an exemption from the registration requirements of the U.S. Securities Act and any applicable state securities laws, in which case the undersigned has furnished to the Corporation and the Warrant Agent an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation and the Warrant Agent to such effect.

If transfer is to a U.S. Person, check this box. DATED this day of    , 20 .

SPACE    FOR    GUARANTEES    OF    )

SIGNATURES (BELOW)

)

)    Signature of Transferor

)

)

A-11

Guarantor’s Signature/Stamp

)    Name of Transferor

)

REASON FOR TRANSFER – For US Residents only (where the individual(s) or corporation receiving the securities is a US resident). Please select only one (see instructions below).

Gift     Estate     Private Sale     Other (or no change in ownership) Date of Event (Date of gift, death or sale):    Value per Warrant on the date of event:

CAD OR USD

A-12

CERTAIN REQUIREMENTS RELATING TO TRANSFERS – READ CAREFULLY

The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement, or any change whatsoever. All securityholders or a legally authorized representative must sign this form. The signature(s) on this form must be guaranteed in accordance with the transfer agent’s then current guidelines and requirements at the time of transfer. Notarized or witnessed signatures are not acceptable as guaranteed signatures. As at the time of closing, you may choose one of the following methods (although subject to change in accordance with industry practice and standards):

•Canada and the USA: A Medallion Signature Guarantee obtained from a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Many commercial banks, savings banks, credit unions, and all broker dealers participate in a Medallion Signature Guarantee Program. The Guarantor must affix a stamp bearing the actual words “Medallion Guaranteed”, with the correct prefix covering the face value of the certificate.

•Canada: A Signature Guarantee obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust. The Guarantor must affix a stamp bearing the actual words “Signature Guaranteed”, sign and print their full name and alpha numeric signing number. Signature Guarantees are not accepted from Treasury Branches, Credit Unions or Caisse Populaires unless they are members of a Medallion Signature Guarantee Program. For corporate holders, corporate signing resolutions, including certificate of incumbency, are also required to accompany the transfer, unless there is a “Signature & Authority to Sign Guarantee” Stamp affixed to the transfer (as opposed to a “Signature Guaranteed” Stamp) obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust or a Medallion Signature Guarantee with the correct prefix covering the face value of the certificate.

•Outside North America: For holders located outside North America, present the certificates(s) and/or document(s) that require a guarantee to a local financial institution that has a corresponding Canadian or American affiliate which is a member of an acceptable Medallion Signature Guarantee Program. The corresponding affiliate will arrange for the signature to be over-guaranteed.

OR

The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement, or any change whatsoever. The signature(s) on this form must be guaranteed by an authorized officer of Royal Bank of Canada, Scotia Bank or TD Canada Trust whose sample signature(s) are on file with the transfer agent, or by a member of an acceptable Medallion

A-13

Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Notarized or witnessed signatures are not acceptable as guaranteed signatures. The Guarantor must affix a stamp bearing the actual words: “SIGNATURE GUARANTEED”, “MEDALLION GUARANTEED” OR “SIGNATURE & AUTHORITY TO SIGN GUARANTEE”, all in

accordance with the transfer agent’s then current guidelines and requirements at the time of transfer. For corporate holders, corporate signing resolutions, including certificate of incumbency, will also be required to accompany the transfer unless there is a “SIGNATURE & AUTHORITY TO SIGN GUARANTEE” Stamp affixed to the Form of Transfer obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust or a “MEDALLION GUARANTEED” Stamp affixed to the Form of Transfer, with the correct prefix covering the face value of the certificate.

REASON FOR TRANSFER – FOR US RESIDENTS ONLY

Consistent with US IRS regulations, Computershare is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place).

B-1

SCHEDULE “B”

EXERCISE FORM

TO:    ENCORE ENERGY CORP.

AND TO:    Computershare Trust Company of Canada 510 Burrard Street, 3rd Floor

Vancouver, BC V6C 3B9

The undersigned holder of the Warrants evidenced by this Warrant Certificate hereby exercises the right to acquire     (A) Warrant Shares of enCore Energy Corp.

Exercise Price Payable:

((A) multiplied by $2.00, subject to adjustment)

The undersigned hereby exercises the right of such holder to be issued, and hereby subscribes for, Warrant Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Warrant Indenture.

The undersigned hereby acknowledges that the undersigned is aware that the Warrant Shares received on exercise may be subject to restrictions on resale under applicable securities legislation.

Any capitalized term in this Warrant Certificate that is not otherwise defined herein, shall have the meaning ascribed thereto in the Warrant Indenture.

The undersigned represents, warrants and certifies as follows (one (only) of the following must be checked):

(A)the undersigned holder at the time of exercise of the Warrants (i) is not in the United States, (ii) is not a U.S. Person, (iii) is not exercising the Warrants on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States, (iv) did not execute or deliver this exercise form in the United States and (v) delivery of the underlying Warrant Shares will not be to an address in the United States; OR

(B)the undersigned holder (a) is the Original QIB Purchaser who purchased the Warrants pursuant to the Corporation’s Unit offering and delivered the U.S. QIB Letter attached to the U.S. Placement Memorandum in connection with its purchase of Units, (b) is exercising the Warrants for its own account or for the account of a disclosed principal that was named in the U.S. QIB Letter, and (c) is, and such disclosed principal, if any, is an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the U.S. Securities Act of 1933, as amended (the “U.S. Securities

B-2

Act”) at the time of exercise of these Warrants and the representations and warranties of the holder made in the U.S. QIB Letter remain true and correct as of the date of exercise of these Warrants; OR

(C)the undersigned holder (a) is the Original Accredited Investor Purchaser who purchased the Warrants pursuant to the Corporation’s Unit offering and delivered the U.S. Accredited Investor Subscription Agreement attached to the U.S. Placement Memorandum in connection with its purchase of Units, (b) is exercising the Warrants for its own account, and (c) the representations and warranties of the holder made in the U.S. Accredited Investor Subscription Agreement remain true and correct as of the date of exercise of these Warrants; OR

(D)if the undersigned holder is (i) a holder in the United States, (ii) a

U.S. Person, (iii) a person exercising for the account or benefit of a U.S. Person, (iv) executing or delivering this exercise form in the United States or (v) requesting delivery of the underlying Warrant Shares in the United States, the undersigned holder has delivered to the Corporation and the Warrant Agent (a) a completed and executed U.S. Purchaser Letter in substantially the form attached to the Warrant Indenture as Schedule “D” or (b) an opinion of counsel (which will not be sufficient unless it is in form and substance reasonably satisfactory to the Corporation and the Warrant Agent) or such other evidence reasonably satisfactory to the Corporation and the Warrant Agent to the effect that with respect to the Warrant Shares to be delivered upon exercise of the Warrants, the issuance of such securities has been registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration requirements is available.

It is understood that the Corporation and Computershare Trust Company of Canada may require evidence to verify the foregoing representations.

Notes: (1)    Certificates will not be registered or delivered to an address in the United States unless Box B, C or D above is checked.

(2) If Box D above is checked, holders are encouraged to consult with the Corporation and the Warrant Agent in advance to determine that the legal opinion or other evidence tendered in connection with the exercise will be satisfactory in form and substance to the Corporation and the Warrant Agent.

“United States” and “U.S. Person” are as defined in Rule 902 of Regulation S under the U.S. Securities Act.

B-3

The undersigned hereby irrevocably directs that the said Warrant Shares be issued, registered and delivered as follows:

B-4

Name(s) in Full and Social Insurance Number(s)

(if applicable)

Address(es)        Number of Warrant Shares

    

Please print full name in which certificates representing the Warrant Shares are to be issued. If any Warrant Shares are to be issued to a person or persons other than the registered holder, the registered holder must pay to the Warrant Agent all eligible transfer taxes or other government charges, if any, and the Form of Transfer must be duly executed.

Once completed and executed, this Exercise Form must be mailed or delivered to

Computershare Trust Company of Canada, c/o General Manager, Corporate Trust. DATED this     day of     , 20 .

Witness

)

)

)

) (Signature of Warrantholder, to be the same as

) appears on the face of this Warrant Certificate)

)

)

Name of Registered Warrantholder

Please check if the certificates representing the Warrant Shares are to be delivered at the office where this Warrant Certificate is surrendered, failing which such certificates will be mailed to the address set out above. Certificates will be delivered or mailed as soon as practicable after the surrender of this Warrant Certificate to the Warrant Agent.

C-1

SCHEDULE “C”

FORM OF DECLARATION FOR REMOVAL OF LEGEND

TO:    Computershare Trust Company of Canada

AND TO: Computershare Investor Services Inc. as registrar and transfer agent for the Warrants and Warrant Shares issuable upon exercise of the Warrants of enCore Energy Corp.

AND TO: enCore Energy Corp. (the “Corporation”)

The undersigned (A) acknowledges that the sale of [NUMBER] of [Warrants] of the Corporation represented by certificate number     to which this declaration relates is being made in reliance on Rule 904 of Regulation S (“Regulation S”) under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and (B) certifies that (1) the undersigned is not

(a) an “affiliate” of the Corporation (as that term is defined in Rule 405 under the U.S. Securities Act), (b) a “distributor” as defined in Regulation S, (c) an affiliate of a distributor, or (d) acting on behalf of any of the persons described in (a), (b), or (c) above; (2) the offer of such securities was not made to a person in the United States and either (a) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, or (b) the transaction was executed on or through the facilities of a designated offshore securities market and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States or a U.S. person; (3) neither the seller nor any affiliate of the seller nor any person acting on their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities; (4) the sale was bona fide and not for the purpose of “washing off” the resale restrictions imposed because the securities are “restricted securities” (as that term is defined in Rule 144(a)(3) under the U. S. Securities Act);

(5) the seller does not intend to replace the securities sold in reliance on Rule 904 of Regulation S with fungible unrestricted securities; and (6) the sale was not a transaction, or part of a series of transactions, which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U. S. Securities Act.

Unless otherwise specified, terms used herein have the meanings given to them by Regulation S

. The undersigned in making this declaration acknowledges that the Corporation is relying on the contents hereof and hereby agrees to indemnify and hold harmless the Corporation and its directors, officers, employees and agents for any and all liability, losses, claims and demands in any way related to the subject matter of this declaration.

DATED this day of , 202 .

(Name of Seller) By:

Name: Title:

C-2

Affirmation by Seller’s Broker-Dealer (required for sales under (B)(2)(b) above)

We    have    read    the    foregoing    representations    of    our    customer,

(the “Seller”) dated     , pursuant to which Seller requested that we sell, for Seller’s account, [NUMBER] of the securities of the Corporation described therein. We have executed the sale pursuant to Rule 904 of Regulation S under the U.S. Securities Act. With respect to the sale, and on behalf of ourselves, we certify and affirm that (A) no offer to sell the securities was made to a person in the United States (within the meaning of Regulation S under the U.S. Securities Act); (B) we have no knowledge that the transaction had been prearranged with a buyer in the United States; (C) the sale was executed on or through the facilities of a designated offshore securities market; (D) no directed selling efforts were made in the United States by the Seller, any affiliate of the Seller, or any person acting on behalf of the Seller; and

(E)we have done no more than execute the order to sell the securities as agent for Seller and will receive no more than the usual and customary broker’s commission that would be received by a person executing such transaction as agent.

Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.

DATED this day of     , 20 .

(Name of Seller) By:

Name:

Title:

D-1

SCHEDULE “D”

FORM OF U.S. PURCHASER CERTIFICATION UPON EXERCISE OF WARRANTS

enCore Energy Corp

101 N. Shoreline Blvd, Suite 450 Corpus Christi, TX

78401

Attention: President and Chief Executive Officer

• and to -

Computershare Trust Company of Canada. as Warrant Agent

Dear Sirs:

We are delivering this letter in connection with the purchase of common shares (the “Common Shares”) of enCore Energy Corp., a corporation incorporated under the laws of the Province of British Columbia (the “Corporation”) upon the exercise of warrants of the Corporation (“Warrants”), issued under the warrant indenture dated as of March 25, 2022 between the Corporation and Computershare Trust Company of Canada.

We hereby confirm that:

(a)we are an “accredited investor” (satisfying one or more of the criteria set forth in Rule 501 (a) of Regulation D under the United States Securities Act of 1933 (the “U.S. Securities Act”);

(b)we are purchasing the Common Shares for our own account;

(c)we have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of purchasing the Common Shares;

(d)we are not acquiring the Common Shares with a view to distribution thereof or with any present intention of offering or selling any of the Common Shares, except (A) to the Corporation, (B) outside the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act (“Regulation S”) or (C) inside the United States in accordance with Rule 144 under the U.S. Securities Act, if applicable, and in compliance with applicable state securities laws;

D-2

(e)we acknowledge that we have had access to such financial and other information as we deem necessary in connection with our decision to exercise the Warrants and purchase the Common Shares;

(f)we acknowledge that we are not purchasing the Common Shares as a result of any general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the internet or broadcast over radio, television, or the internet or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;

(g)we understand that we may be required to provide the Corporation with documentation necessary to verify our accredited investor status pursuant to Rule 506(c)(2)(ii) if the U.S. Securities Act in connection with the exercise of these Warrants;

(h)we understand and agree that (i) there may be material tax consequences related to an acquisition, holding, disposition or exercise of any of the Common Shares; (ii) it is the sole responsibility of the purchaser to determine and assess such tax consequences as may apply to the purchaser’s particular circumstances; and (iii) the Corporation gives no opinion and makes no representation with respect to the tax consequences under United States federal, state, local or Canadian Federal or Provincial or other tax laws of an acquisition, holding or disposition of the Common Shares, including the tax consequences of the Corporation likely being classified a “passive foreign investment company,” as such term is defined under the United States Internal Revenue Code of 1986, as amended; and

(i)we represent and warrant that the funds representing the aggregate exercise price which will be advanced by it to the Corporation upon exercise of the Warrants will not represent proceeds of crime for the purposes of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the “PATRIOT Act”) and it acknowledges that the Corporation may in the future be required by law to disclose its name and other information relating to the subscription agreement and the its subscription hereunder, on a confidential basis, pursuant to the PATRIOT Act.

We understand that the Common Shares are being offered in a transaction not involving any public offering within the United States within the meaning of the U.S. Securities Act and that the Common Shares have not been and will not be registered under the U.S. Securities Act. We further understand that any Common Shares acquired by us will be in the form of definitive physical certificates and that such certificates will bear a legend reflecting the fact that we will not offer, sell or otherwise transfer any of the

D-3

Common Shares, directly or indirectly, unless (i) the sale is to the Corporation; (ii) the sale is made outside the United States in compliance with the requirements of Rule 904 of Regulation S; or (iii) the sale is made in the United States (A) pursuant to an exemption from registration under the U.S. Securities Act provided by Rule 144 thereunder, if available, and in compliance with any applicable state securities laws or (B) pursuant to any other transaction that does not require registration under the U.S. Securities Act or applicable state securities laws, and in the case of each of (A) and (B), the seller has furnished to the Corporation an opinion to such effect from counsel of recognized standing reasonably satisfactory to the Corporation prior to such offer, sale or transfer.

We acknowledge that you will rely upon our confirmations, acknowledgements and agreements set forth herein, and we agree to notify you promptly in writing if any of our representations or warranties herein ceases to be accurate or complete.

DATED this day of , 20 .

(Name of U.S. Purchaser)

D-4

By:

Name: Title:

Document

Exhibit 4.5

ENCORE ENERGY CORP.

as the Corporation

and

COMPUTERSHARE TRUST COMPANY OF CANADA

as the Warrant Agent

WARRANT INDENTURE

Providing for the Issue of Warrants

Dated as of March 9, 2021

TABLE OF CONTENTS

Page No.

INTERPRETATION

TABLE OF CONTENTS

Section 1.1Definitions2

Section 1.2Gender and Number6

Section 1.3Headings, Etc6

Section 1.4Day not a Business Day7

Section 1.5Time of the Essence.7

Section 1.6Monetary References7

Section 1.7Applicable Law7

ISSUE OF WARRANTS

Section 2.1Creation and Issue of Warrants7

Section 2.2Terms of Warrants8

Section 2.3Warrantholder not a Shareholder8

Section 2.4Warrants to Rank Pari Passu8

Section 2.5Form of Warrants, Warrant Certificates9

Section 2.6Book Entry Warrants9

Section 2.7Warrant Certificate12

Section 2.8Legends13

Section 2.9Register of Warrants16

Section 2.10Issue in Substitution for Warrant Certificates Lost, etc17

Section 2.11Exchange of Warrant Certificates.18

Section 2.12Transfer and Ownership of Warrants18

Section 2.13Cancellation of Surrendered Warrants19

EXERCISE OF WARRANTS

Section 3.1Right of Exercise20

Section 3.2Warrant Exercise20

Section 3.3    Restrictions on Exercise by U.S. Persons; Legended Certificates    23

Section 3.4Transfer Fees and Taxes24

Section 3.5Warrant Agency25

Section 3.6Effect of Exercise of Warrant Certificates25

Section 3.7Partial Exercise of Warrants; Fractions26

Section 3.8Expiration of Warrants26

Section 3.9Accounting and Recording.26

Section 3.10Securities Restrictions.27

TABLE OF CONTENTS

ADJUSTMENT OF NUMBER OF WARRANT SHARES AND EXERCISE PRICE

Section 4.1Adjustment of Number of Warrant Shares and Exercise Price27

Section 4.2Entitlement to Warrant Shares on Exercise of Warrant.32

Section 4.3No Adjustment for Certain Transactions33

Section 4.4Determination by Independent Firm33

Section 4.5Proceedings Prior to any Action Requiring Adjustment.33

Section 4.6Certificate of Adjustment.33

Section 4.7Notice of Special Matters34

Section 4.8No Action after Notice34

Section 4.9Other Action34

Section 4.10Protection of Warrant Agent.34

Section 4.11Participation by Warrantholder35

RIGHTS OF THE CORPORATION AND COVENANTS

Section 5.1Optional Purchases by the Corporation35

Section 5.2General Covenants36

Section 5.3Warrant Agent’s Remuneration and Expenses37

Section 5.4Performance of Covenants by Warrant Agent37

Section 5.5Enforceability of Warrants37

ENFORCEMENT

Section 6.1Suits by Registered Warrantholders38

Section 6.2Suits by the Corporation38

Section 6.3Immunity of Shareholders, etc38

Section 6.4Waiver of Default38

MEETINGS OF REGISTERED WARRANTHOLDERS

Section 7.1Right to Convene Meetings39

Section 7.2Notice39

Section 7.3Chairman.40

Section 7.4Quorum.40

Section 7.5Power to Adjourn40

Section 7.6Show of Hands40

TABLE OF CONTENTS

Section 7.7Poll and Voting41

• ii -

Section 7.8Regulations41

Section 7.9Corporation and Warrant Agent May be Represented41

Section 7.10Powers Exercisable by Extraordinary Resolution42

Section 7.11Meaning of Extraordinary Resolution43

Section 7.12Powers Cumulative44

Section 7.13Minutes44

Section 7.14Instruments in Writing45

Section 7.15Binding Effect of Resolutions45

Section 7.16Holdings by Corporation Disregarded.45

SUPPLEMENTAL INDENTURES

Section 8.1Provision for Supplemental Indentures for Certain Purposes45

Section 8.2Successor Entities.47

CONCERNING THE WARRANT AGENT

Section 9.1Trust Indenture Legislation47

Section 9.2Rights and Duties of Warrant Agent.47

Section 9.3Evidence, Experts and Advisers48

Section 9.4Documents, Monies, etc. Held by Warrant Agent.49

Section 9.5Actions by Warrant Agent to Protect Interest49

Section 9.6Warrant Agent Not Required to Give Security50

Section 9.7Protection of Warrant Agent.50

Section 9.8Replacement of Warrant Agent; Successor by Merger51

Section 9.9Acceptance of Agency52

Section 9.10Warrant Agent Not to be Appointed Receiver52

Section 9.11Warrant Agent Not Required to Give Notice of Default.52

Section 9.12Anti-Money Laundering.53

Section 9.13Compliance with Privacy Code.53

Section 9.14Securities Exchange Commission Certification54

GENERAL

Section 10.1Notice to the Corporation and the Warrant Agent.55

TABLE OF CONTENTS

Section 10.2Notice to Registered Warrantholders56

Section 10.3Ownership of Warrants.56

Section 10.4Counterparts57

Section 10.5Satisfaction and Discharge of Indenture57

• iii -

Section 10.6Provisions of Indenture and Warrants for the Sole Benefit of Parties and Registered Warrantholders57

Section 10.7Common Shares or Warrants Owned by the Corporation or its Subsidiaries - Certificate to be Provided.58

Section 10.8Severability58

Section 10.9Force Majeure58

Section 10.10Assignment, Successors and Assigns58

Section 10.11Rights of Rescission and Withdrawal for Holders59

TABLE OF CONTENTS

SCHEDULES

SCHEDULE “A” FORM OF WARRANT SCHEDULE “B” EXERCISE FORM SCHEDULE “C”

FORM OF DECLARATION FOR REMOVAL OF LEGEND SCHEDULE “D”

FORM OF U.S. PURCHASER CERTIFICATION UPON EXERCISE OF WARRANTS SCHEDULE “D”

FORM OF U.S. PURCHASER CERTIFICATION UPON EXERCISE OF WARRANTS

• iv -

WARRANT INDENTURE

THIS WARRANT INDENTURE is dated as of March 9, 2021.

BETWEEN:

ENCORE ENERGY CORP., a corporation incorporated under the laws of the Province of British Columbia (the “Corporation”),

• AND -

COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company

existing under the laws of Canada and authorized to carry on business in all provinces of Canada (the “Warrant Agent”)

WHEREAS the Corporation is proposing to issue up to 7,879,000 Warrants pursuant to this Indenture;

AND WHEREAS pursuant to this Indenture, each Warrant shall, subject to adjustment, entitle the holder thereof to acquire one (1) Common Share (each, a “Warrant Share”) upon payment of the Exercise Price prior to the Expiry Time upon the terms and conditions herein set forth;

AND WHEREAS all acts and deeds necessary have been done and performed to make the Warrants, when created and issued as provided in this Indenture, legal, valid and binding upon the Corporation with the benefits and subject to the terms of this Indenture;

AND WHEREAS the foregoing recitals are made as representations and statements of fact by the Corporation and not by the Warrant Agent;

NOW THEREFORE, in consideration of the premises and mutual covenants hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Corporation hereby appoints the Warrant Agent as warrant agent to hold the rights, interests and benefits contained herein for and on behalf of those persons who from time to time become the holders of Warrants issued pursuant to this Indenture and the parties hereto agree as follows:

- 2 -

INTERPRETATION

Section 1.1    Definitions.

In this Indenture, including the recitals and schedules hereto, and in all indentures supplemental hereto:

“Adjustment Period” means the period from the Effective Date up to and including the Expiry Time;

“Applicable Legislation” means any statute of Canada or a province thereof, and the regulations under any such named or other statute, relating to warrant indentures or to the rights, duties and obligations of warrant agents under warrant indentures, to the extent that such provisions are at the time in force and applicable to this Indenture;

“Auditors” means Davidson & Company LLP or such other firm of chartered accountants duly appointed as auditors of the Corporation, from time to time;

“Authenticated” means (a) with respect to the issuance of a Warrant Certificate, one which has been duly signed by the Corporation or on which the signatures of the Corporation have been printed, lithographed or otherwise mechanically reproduced and authenticated by signature of an authorized officer of the Warrant Agent, and

(b) with respect to the issuance of an Uncertificated Warrant, one in respect of which the Warrant Agent has completed all Internal Procedures such that the particulars of such Uncertificated Warrant as required by Section 2.7 are entered in the register of holders of Warrants, “Authenticate”, “Authenticating” and “Authentication” have the appropriate correlative meanings;

“Book Entry Participants” means institutions that participate directly or indirectly in the Depository’s book entry registration system for the Warrants;

“Book Entry Warrants” means Warrants that are to be held only by or on behalf of the Depository;

“Business Day” means any day other than Saturday, Sunday or a statutory or civic holiday, or any other day on which banks are not open for business in the City of Vancouver, Province of British Columbia, and shall be a day on which the TSX-V is open for trading;

“CDS Global Warrants” means Warrants representing all or a portion of the aggregate number of Warrants registered in the name of the Depository and represented by an Uncertificated Warrant, or if requested by the Depository or the Corporation, by a Warrant Certificate;

- 3 -

“CDSX” means the settlement and clearing system of CDS Clearing and Depository Services Inc. for equity and debt securities in Canada;

“Common Shares” means, subject to Article 4, fully paid and non-assessable common shares in the capital of the Corporation as presently constituted;

“Common Share Reorganization” has the meaning set forth in Section 4.1;

“Counsel” means a barrister and/or solicitor or a firm of barristers and/or solicitors retained by the Warrant Agent or retained by the Corporation, which may or may not be counsel for the Corporation;

“Current Market Price” of the Common Shares at any date means the weighted average trading price per Common Share for such Common Shares for each day there was a closing price for the twenty (20) consecutive Trading Days ending five (5) days prior to such date on the TSX-V or if on such date the Common Shares are not listed on the TSX-V, on such stock exchange upon which such Common Shares are listed and as selected by the directors of the Corporation , or, if such Common Shares are not listed on any stock exchange then on such over-the-counter market as may be selected for such purpose by the directors of the Corporation;

“Depository” means CDS Clearing and Depository Services Inc. or such other person as is designated in writing by the Corporation to act as depository in respect of the Warrants;

“Dividends” means any dividends paid by the Corporation; “Effective Date” means the date of this Indenture;

“Exchange Rate” means the number of Warrant Shares subject to the right of purchase under each Warrant;

“Exercise Date” means, in relation to a Warrant, the Business Day on which such Warrant is validly exercised or deemed to be validly exercised in accordance with Article 3 hereof;

“Exercise Notice” has the meaning set forth in Section 3.2(1);

“Exercise Price” at any time means the price at which a whole Warrant Share may be purchased by the exercise of a whole Warrant, which is initially $1.30 per Warrant Share, payable in immediately available Canadian funds, subject to adjustment in accordance with the provisions of Section 4.1;

“Expiry Date” means March 9, 2024;

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“Expiry Time” means 4:00 p.m. (Eastern time) on the Expiry Date; “Extraordinary Resolution” has the meaning set forth in Section 7.11(1);

“Internal Procedures” means in respect of the making of any one or more entries to, changes in or deletions of any one or more entries in the register at any time (including without limitation, original issuance or registration of transfer of ownership) the minimum number of the Warrant Agent’s internal procedures customary at such time for the entry, change or deletion made to be complete under the operating procedures followed at the time by the Warrant Agent;

“Issue Date” means the date of issuance of the Warrants by the Corporation;

“person” means an individual, body corporate, partnership, trust, warrant agent, executor, administrator, legal representative or any unincorporated organization;

“register” means the one set of records and accounts maintained by the Warrant Agent pursuant to Section 2.9:

“Registered Warrantholders” means the persons who are registered owners of Warrants as such names appear on the register, and for greater certainty, shall include the Depository as well as the holders of Uncertificated Warrants appearing on the register of the Warrant Agent;

“Regulation D” means Regulation D as promulgated by the United States Securities and Exchange Commission under the U.S. Securities Act;

“Regulation S” means Regulation S as promulgated by the United States Securities and Exchange Commission under the U.S. Securities Act;

“Rights Offering” has the meaning set forth in Section 4.1(b); “Shareholders” means holders of Common Shares;

“Tax Act” means the Income Tax Act (Canada) and the regulations thereunder;

“this Warrant Indenture”, “this Indenture”, “this Agreement”, “hereto” “herein”, “hereby”, “hereof” and similar expressions mean and refer to this Indenture and any indenture, deed or instrument supplemental hereto; and the expressions “Article”, “Section”, “subsection” and “paragraph” followed by a number, letter or both mean and refer to the specified article, section, subsection or paragraph of this Indenture;

“Trading Day” means, with respect to the TSX-V, a day on which such exchange is open for the transaction of business and with respect to another exchange or an over-

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the-counter market means a day on which such exchange or market is open for the transaction of business;

“TSX-V” means the TSX Venture Exchange Inc.;

“Uncertificated Warrant” means any Warrant which is not evidenced by a Warrant Certificate;

“United States” means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia;

“U.S. Accredited Investor” means an “accredited investor” within the meaning of Rule 501(a) of Regulation D;

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended;

“U.S. Person” has the meaning set forth in Rule 902(k) of Regulation S;

“U.S. Investor” means a Warrantholder that acquired its Warrants as part of units directly from the Corporation in an offering of units of the Corporation, as a U.S. Accredited Investor, and that is (a) a U.S. Person or a person in the United States, (b) a person that acquired units on behalf of, or for the account or benefit of, any U.S. Person or any person in the United States, (c) any person who received an offer to acquire the units while in the United States, or (d) any person who was in the United States at the time such person’s buy order was made or the subscription agreement pursuant to which such Units were acquired was executed or delivered;

“U.S. Purchaser Letter” means the U.S. Purchaser Letter in substantially the form attached hereto as Schedule “D”;

“U.S. Securities Act” means the United States Securities Act of 1933, as amended;

“U.S. Warrantholder” means (i) any U.S. Investor and (ii) any Warrantholder that is, or is acting for the account or benefit of, any U.S. Person or person in the United States that did not acquire the Warrants directly from the Corporation in the offering of units of the Corporation;

“Warrants” means the Common Share purchase warrants created by and authorized by and issuable under this Indenture, to be issued and countersigned hereunder as a Warrant Certificate and /or Uncertificated Warrant held through the book entry registration system on a no certificate issued basis, entitling the holder or holders thereof to purchase up to 7,879,000 Warrant Shares (subject to adjustment as herein provided) at the Exercise Price prior to the Expiry Time and, where the context so

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requires, also means the warrants issued and Authenticated hereunder, whether by way of Warrant Certificate or Uncertificated Warrant;

“Warrant Agency” means the principal office of the Warrant Agent in the City of Vancouver, British Columbia or such other place as may be designated in accordance with Section 3.5;

“Warrant Agent” means Computershare Trust Company of Canada, in its capacity as warrant agent of the Warrants, or its successors from time to time;

“Warrant Certificate” means a certificate, substantially in the form set forth in Schedule “A” hereto, to evidence those Warrants that will be evidenced by a certificate;

“Warrantholders”, or “holders” without reference to Warrants, means the warrantholders as and in respect of Warrants registered in the name of the Depository and includes owners of Warrants who beneficially hold securities entitlements in respect of the Warrants through a Book Entry Participant or means, at a particular time, the persons entered in the register hereinafter mentioned as holders of Warrants outstanding at such time;

“Warrantholders’ Request” means an instrument signed in one or more counterparts by Registered Warrantholders entitled to acquire in the aggregate not less than 50% of the aggregate number of Warrant Shares which could be acquired pursuant to all Warrants then unexercised and outstanding, requesting the Warrant Agent to take some action or proceeding specified therein;

“written order of the Corporation”, “written request of the Corporation”, “written consent of the “Corporation” and “certificate of the Corporation” mean, respectively, a written order, request, consent and certificate signed in the name of the Corporation by any two duly authorized signatories of the Corporation and may consist of one or more instruments so executed; and

“Warrant Shares” has the meaning, subject to Article 4, set forth in the preambles hereto.

Section 1.2    Gender and Number.

Words importing the singular number or masculine gender shall include the plural number or the feminine or neuter genders, and vice versa.

Section 1.3    Headings, Etc.

The division of this Indenture into Articles and Sections, the provision of a Table of Contents and the insertion of headings are for convenience of reference only

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and shall not affect the construction or interpretation of this Indenture or of the Warrants.

Section 1.4    Day not a Business Day.

If any day on or before which any action or notice is required to be taken or given hereunder is not a Business Day, then such action or notice shall be required to be taken or given on or before the requisite time on the next succeeding day that is a Business Day.

Section 1.5    Time of the Essence.

Time shall be of the essence in this Indenture and each Warrant.

Section 1.6    Monetary References.

Whenever any amounts of money are referred to herein, such amounts shall be deemed to be in lawful money of Canada unless otherwise expressed.

Section 1.7    Applicable Law.

This Indenture, the Warrants, the Warrant Certificates (including all documents relating thereto, which by common accord have been and will be drafted in English) shall be construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein and shall be treated in all respects as British Columbia contracts. Each of the parties hereto, which shall include the Warrantholders, irrevocably attorns to the exclusive jurisdiction of the courts of the Province of British Columbia with respect to all matters arising out of this Indenture and the transactions contemplated herein.

ISSUE OF WARRANTS

Section 2.1    Creation and Issue of Warrants.

A maximum of 7,879,000 Warrants (subject to adjustment as herein provided) are hereby created and authorized to be issued on the Issue Date in accordance with the terms and conditions hereof. By written order of the Corporation, the Warrant Agent shall deliver Warrants in certificated or uncertificated form pursuant to Section

2.5 hereof to Registered Warrantholders and record the name of the Registered Warrantholders on the Warrant register. Registration of interests in Warrants held by the Depository may be evidenced by a position appearing on the register for Warrants of the Warrant Agent for an amount representing the aggregate number of such Warrants outstanding from time to time.

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Section 2.2    Terms of Warrants.

(1)Subject to the applicable conditions for exercise set out in Article 3 having been satisfied and subject to adjustment in accordance with Section 4.1, each whole Warrant shall entitle each Warrantholder thereof, upon exercise at any time after the Issue Date and prior to the Expiry Time, to acquire one (1) Warrant Share upon payment of the Exercise Price.

(2)No fractional Warrants shall be issued or otherwise provided for hereunder and Warrants may only be exercised in a sufficient number to acquire whole numbers of Warrant Shares. Any fractional Warrants shall be rounded down to the nearest whole number and no consideration shall be paid for any such fractional Warrant.

(3)Each whole Warrant shall entitle the holder thereof to such other rights and privileges as are set forth in this Indenture.

(4)The number of Warrant Shares which may be purchased pursuant to the Warrants and the Exercise Price therefor shall be adjusted upon the events and in the manner specified in Section 4.1.

(5)Neither the Corporation nor the Warrant Agent shall have any obligation to deliver Warrant Shares upon the exercise of any Warrant if the person to whom such shares are to be delivered is a resident of a country or political subdivision thereof in which the Warrant Shares may not lawfully be issued pursuant to applicable securities legislation. The Corporation or the Warrant Agent may require any person to provide proof of an applicable exemption from such securities legislation to the Corporation and Warrant Agent before Warrant Shares are delivered pursuant to the exercise of any Warrant.

Section 2.3    Warrantholder not a Shareholder.

Except as may be specifically provided herein, nothing in this Indenture or in the holding of a Warrant Certificate, entitlement to a Warrant or otherwise, shall, in itself, confer or be construed as conferring upon a Warrantholder any right or interest whatsoever as a Shareholder, including, but not limited to, the right to vote at, to receive notice of, or to attend, meetings of Shareholders or any other proceedings of the Corporation, or the right to Dividends and other allocations.

Section 2.4    Warrants to Rank Pari Passu.

All Warrants shall rank equally and without preference over each other, whatever may be the actual date of issue thereof.

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Section 2.5    Form of Warrants, Warrant Certificates.

(1)The Warrants may be issued in both certificated and uncertificated form. Each Warrant originally issued to a U.S. Warrantholder will be evidenced in certificated form only and bear the applicable legends as set forth in Schedule “A” hereto. All Warrants issued in certificated form shall be evidenced by a Warrant Certificate (including all replacements issued in accordance with this Indenture), substantially in the form and bearing the applicable legends as set out in Schedule “A” hereto, which shall be dated as of the Issue Date, shall bear such distinguishing letters and numbers as the Corporation may, with the approval of the Warrant Agent, prescribe, and shall be issuable in any denomination excluding fractions. All Warrants issued to the Depository may be in either a certificated or uncertificated form, such uncertificated form being evidenced by a book position on the register of Warrantholders to be maintained by the Warrant Agent in accordance with Section 2.6.

(2)Each Warrantholder by purchasing such Warrant acknowledges and agrees that the terms and conditions set forth in the form of the Warrant Certificate set out in Schedule “A” hereto shall apply to all Warrants and Warrantholders regardless of whether such Warrants are issued in certificated or uncertificated form or whether such Warrantholders are Registered Warrantholders or owners of Warrant who beneficially hold security entitlements in respect of the Warrants through a Depository.

Section 2.6    Book Entry Warrants.

(1)Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants held in the name of the Depository having any legend set forth in Section 2.8 herein may only be held in the form of Uncertificated Warrants with the prior consent of the Warrant Agent and in accordance with the Internal Procedures of the Warrant Agent.

(2)Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered,

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in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:

(a)the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;

(b)the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;

(c)the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;

(d)the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository and has communicated such determination to the Warrant Agent;

(e)such right is required by Applicable Legislation, as determined by the Corporation and the Corporation’s Counsel;

(f)the Warrant is to be Authenticated to or for the account or benefit of a

U.S. Warrantholder (in which case the Warrant Certificate shall contain the applicable legend); or

(g)such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent,

following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the holder. The Corporation shall provide a certificate executed by an officer of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(2).

(3)Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and be subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants or to any legend required by Section 2.8.

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and the restrictions set out in such legend) as the CDS Global Warrants or portion thereof surrendered upon such exchange.

(4)Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.

(5)Notwithstanding anything to the contrary in this Indenture, subject to Applicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.

(6)The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.

(7)Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:

(a)the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);

(b)    maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or

(c)any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Participant.

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(8)The Corporation may terminate the application of this Section 2.6 in its sole discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a Person other than the Depository.

Section 2.7    Warrant Certificate.

(1)For Warrants issued in certificated form, the form of certificate representing such Warrants shall be substantially as set out in Schedule “A” hereto or such other form as is authorized from time to time by the Warrant Agent. Each Warrant Certificate shall be Authenticated on behalf of the Warrant Agent. Each Warrant Certificate shall be signed by any two duly authorized signatories of the Corporation; whose signature shall appear on the Warrant Certificate and may be printed, lithographed or otherwise mechanically reproduced thereon and, in such event, certificates so signed are as valid and binding upon the Corporation as if it had been signed manually. Any Warrant Certificate which has two signatures duly executed by the Corporation as hereinbefore provided shall be valid notwithstanding that one or more of the persons whose signature is printed, lithographed or mechanically reproduced no longer holds office at the date of issuance of such Warrant Certificate. The Warrant Certificates may be engraved, printed or lithographed, or partly in one form and partly in another, as the Warrant Agent may determine.

(2)The Warrant Agent shall Authenticate Uncertificated Warrants (whether upon original issuance, exchange, registration of transfer, partial payment, or otherwise) by completing its Internal Procedures and the Corporation shall, and hereby acknowledges that it shall, thereupon be deemed to have duly and validly issued such Uncertificated Warrants under this Indenture. Such Authentication shall be conclusive evidence that such Uncertificated Warrant has been duly issued hereunder and that the holder or holders are entitled to the benefits of this Indenture. The register shall be final and conclusive evidence as to all matters relating to Uncertificated Warrants with respect to which this Indenture requires the Warrant Agent to maintain records or accounts. In case of differences between the register at any time and any other time the register at the later time shall be controlling, absent manifest error and such Uncertificated Warrants are binding on the Corporation.

(3)Any Warrant Certificate validly issued in accordance with the terms of this Indenture in effect at the time of issue of such Warrant Certificate shall, subject to the terms of this Indenture and Applicable Legislation, validly entitle the holder to acquire Warrant Shares, notwithstanding that the form of such Warrant Certificate may not be in the form currently required by this Indenture.

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(4)No Warrant shall be considered issued and shall be valid or obligatory or shall entitle the holder thereof to the benefits of this Indenture, until it has been Authenticated by the Warrant Agent. Authentication by the Warrant Agent, including by way of entry on the register, shall not be construed as a representation or warranty by the Warrant Agent as to the validity of this Indenture or of such Warrant Certificates or Uncertificated Warrants (except the due Authentication thereof) or as to the performance by the Corporation of its obligations under this Indenture and the Warrant Agent shall in no respect be liable or answerable for the use made of the Warrants or any of them or of the consideration thereof. Authentication by the Warrant Agent shall be conclusive evidence as against the Corporation that the Warrants so Authenticated have been duly issued hereunder and that the holder thereof is entitled to the benefits of this Indenture.

(5)No Warrant Certificate shall be considered issued and Authenticated or, if Authenticated, shall be obligatory or shall entitle the holder thereof to the benefits of this Indenture, until it has been Authenticated by signature by or on behalf of the Warrant Agent substantially in the form of the Warrant set out in Schedule “A” hereto. Such Authentication on any such Warrant Certificate shall be conclusive evidence that such Warrant Certificate is duly Authenticated and is valid and a binding obligation of the Corporation and that the holder is entitled to the benefits of this Indenture.

(6)No Uncertificated Warrant shall be considered issued and shall be obligatory or shall entitle the holder thereof to the benefits of this Indenture, until it has been Authenticated by entry on the register of the particulars of the Uncertificated Warrant. Such entry on the register of the particulars of an Uncertificated Warrant shall be conclusive evidence that such Uncertificated Warrant is a valid and binding obligation of the Corporation and that the holder is entitled to the benefits of this Indenture.

Section 2.8    Legends.

(1)Neither the Warrants nor the Warrant Shares issuable upon exercise of the Warrants have been or will be registered under the U.S. Securities Act or under any United States state securities laws. If required under United States securities laws, Warrant Certificates originally issued for the benefit or account of a U.S. Warrantholder and each Warrant Certificate issued in exchange therefor or in substitution thereof shall bear the following legends or such variations thereof as the Corporation may prescribe from time to time:

“THE    SECURITIES    REPRESENTED    HEREBY    AND    THE SECURITIES ISSUABLE UPON EXERCISE THEREOF HAVE

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NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES FOR THE BENEFIT OF ENCORE ENERGY CORP. (THE “COMPANY”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY; (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT; OR (C) IN ACCORDANCE WITH ANY OTHER REGISTRATION EXEMPTION, EVIDENCED BY AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE REASONABLY ACCEPTABLE TO THE COMPANY AND THE WARRANT AGENT, AVAILABLE UNDER THE SECURITIES ACT AND APPLICABLE STATE LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA OR ELSEWHERE.

THE WARRANTS REPRESENTED HEREBY MAY NOT BE EXERCISED UNLESS THE SHARES ISSUABLE UPON EXERCISE THEREOF MAY BE ISSUED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE LAWS OR THE WARRANTS AND SUCH SHARES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT.

A NEW CERTIFICATE BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY”, MAY BE OBTAINED FROM THE COMPANY’S WARRANT AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE WARRANT AGENT AND THE COMPANY, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND APPLICABLE FOREIGN LAW.”

provided that, if the Warrants are being sold outside the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act, this legend may be removed by the transferor providing a declaration to the Corporation and the Warrant Agent in the form set forth in Schedule “C” attached hereto or as the Warrant Agent or the Corporation may prescribe from time to time; and

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provided further, that if any of the Warrants are being sold pursuant to Rule 144 under the U.S. Securities Act and in compliance with any applicable state securities laws, if available, the legend may be removed by delivery to the Warrant Agent of an opinion satisfactory to the Corporation and the Warrant Agent to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws.

The Warrant Agent shall be entitled to request any other documents that it may reasonably require in accordance with its internal policies for the removal of the legend set forth above.

(2)Each CDS Global Warrant, if issued on a certificated basis, originally issued in Canada and held by the Depository, and each CDS Global Warrant issued in exchange therefor or in substitution thereof shall bear or be deemed to bear the following legend or such variations thereof as the Corporation may prescribe from time to time:

“UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO ENCORE ENERGY CORP. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO, OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.”

(3)Each Warrant Certificate originally issued in Canada or to a Canadian holder and each CDS Global Warrant originally issued in Canada and held by the Depository on the date hereof (and each such Warrant Certificate or CDS Global Warrant, as the case may be, issued in exchange therefor or in substitution thereof prior to the date that is four months and a day after the date hereof) shall bear or be deemed to bear the following legend or such variations thereof as the Corporation may prescribe from time to time:

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“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JULY 10, 2021.

WITHOUT PRIOR APPROVAL OF THE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL JULY 10, 2021.”

(4)Notwithstanding any other provisions of this Indenture, in processing and registering transfers of Warrants, no duty or responsibility whatsoever shall rest upon the Warrant Agent to determine the compliance by any transferor or transferee with the terms of the legend contained in Section 2.8(1), Section 2.8(2) or Section 2.8(3), or with the relevant securities laws or regulations, including, without limitation, Regulation S, and the Warrant Agent shall be entitled to assume that all transfers are legal and proper.

Section 2.9    Register of Warrants

(1)The Warrant Agent shall maintain records and accounts concerning the Warrants, whether certificated or uncertificated, which shall contain the information called for below with respect to each Warrant, together with such other information as may be required by law or as the Warrant Agent may elect to record. All such information shall be kept in one set of accounts and records which the Warrant Agent shall designate (in such manner as shall permit it to be so identified as such by an unaffiliated party) as the register of the holders of Warrants. The information to be entered for each account in the register of Warrants at any time shall include (without limitation):

(a)the name and address of the Registered Warrantholder, the date of Authentication thereof and the number of Warrants;

(b)whether such Warrant is represented by a Warrant Certificate or an Uncertificated Warrant and, if a Warrant Certificate, the unique number or code assigned to and imprinted thereupon and, if an Uncertificated Warrant, the unique number or code assigned thereto if any;

(c)whether such Warrant has been cancelled; and

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(d)a register of transfers in which all transfers of Warrants and the date and other particulars of each transfer shall be entered.

The register shall be available for inspection by the Corporation and or any Warrantholder during the Warrant Agent’s regular business hours on a Business Day and upon payment to the Warrant Agent of its reasonable fees. Any Warrantholder exercising such right of inspection shall first provide an affidavit in form satisfactory to the Corporation and the Warrant Agent stating the name and address of the Warrantholder and agreeing not to use the information therein except in connection with an effort to call a meeting of Warrantholders or to influence the voting of Warrantholders at any meeting of Warrantholders.

(2)Once an Uncertificated Warrant has been Authenticated, the information set forth in the register with respect thereto at the time of Authentication may be altered, modified, amended, supplemented or otherwise changed only to reflect exercise or proper instructions to the Warrant Agent from the holder as provided herein, except that the Warrant Agent may act unilaterally to make purely administrative changes internal to the Warrant Agent and changes to correct errors. Each person who becomes a holder of an Uncertificated Warrant, by his, her or its acquisition thereof shall be deemed to have irrevocably (i) consented to the foregoing authority of the Warrant Agent to make such minor error corrections and (ii) agreed to pay to the Warrant Agent, promptly upon written demand, the full amount of all loss and expense (including without limitation reasonable legal fees of the Corporation and the Warrant Agent plus interest, at an appropriate then prevailing rate of interest to the Warrant Agent), sustained by the Corporation or the Warrant Agent as a proximate result of such error if but only if and only to the extent that such present or former holder realized any benefit as a result of such error and could reasonably have prevented, forestalled or minimized such loss and expense by prompt reporting of the error or avoidance of accepting benefits thereof whether or not such error is or should have been timely detected and corrected by the Warrant Agent; provided, that no person who is a bona fide purchaser shall have any such obligation to the Corporation or to the Warrant Agent.

Section 2.10    Issue in Substitution for Warrant Certificates Lost, etc.

(1)If any Warrant Certificate becomes mutilated or is lost, destroyed or stolen, the Corporation, subject to applicable law, shall issue and thereupon the Warrant Agent shall certify and deliver, a new Warrant Certificate of like tenor, and bearing the same legend, if applicable, as the one mutilated, lost, destroyed or stolen in exchange for and in place of and upon cancellation of such mutilated Warrant Certificate, or in lieu of and in substitution for such lost, destroyed or

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stolen Warrant Certificate, and the substituted Warrant Certificate shall be in a form approved by the Warrant Agent and the Warrants evidenced thereby shall be entitled to the benefits hereof and shall rank equally in accordance with its terms with all other Warrants issued or to be issued hereunder.

(2)The applicant for the issue of a new Warrant Certificate pursuant to this Section

2.10 shall bear the cost of the issue thereof and in case of loss, destruction or theft shall, as a condition precedent to the issuance thereof, furnish to the Corporation and to the Warrant Agent such evidence of ownership and of the loss, destruction or theft of the Warrant Certificate so lost, destroyed or stolen as shall be satisfactory to the Corporation and to the Warrant Agent, in their sole discretion, and such applicant shall also be required to furnish an indemnity and surety bond in amount and form satisfactory to the Corporation and the Warrant Agent, in their sole discretion, and shall pay the reasonable charges of the Corporation and the Warrant Agent in connection therewith.

Section 2.11    Exchange of Warrant Certificates.

(1)Any one or more Warrant Certificates representing any number of Warrants may, upon compliance with the reasonable requirements of the Warrant Agent (including compliance with applicable securities legislation), be exchanged for one or more other Warrant Certificates representing the same aggregate number of Warrants, and bearing the same legend, if applicable, as represented by the Warrant Certificate or Warrant Certificates so exchanged.

(2)Warrant Certificates may be exchanged only at the Warrant Agency or at any other place that is designated by the Corporation with the approval of the Warrant Agent. Any Warrant Certificate from the holder (or such other instructions, in form satisfactory to the Warrant Agent), tendered for exchange shall be surrendered to the Warrant Agency and cancelled by the Warrant Agent.

(3)Warrant Certificates exchanged for Warrant Certificates that bear the legend set forth in Section 2.8(1) shall bear the same legend.

Section 2.12    Transfer and Ownership of Warrants.

(1)The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” attached hereto, (b)

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in the case of Book Entry Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system, and (c) upon compliance with:

(i)the conditions herein;

(ii)such reasonable requirements as the Warrant Agent may prescribe; and

(iii)all    applicable    securities    legislation    and    requirements    of regulatory authorities;

and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Warrant Certificate, a Warrant Certificate and to the transferee of an Uncertificated Warrant, an Uncertificated Warrant, or the Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.

(2)If a Warrant Certificate tendered for transfer bears any of the legends set forth in Section 2.8(1), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and

(A) the transfer is made to the Corporation, (B) a declaration to the effect set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Warrant Agent or the Corporation may from time to time prescribe, is delivered to the Warrant Agent, or (C) an opinion of counsel of recognized standing, reasonably satisfactory to the Corporation and the Warrant Agent, is delivered to the Warrant Agent that the proposed transfer is exempt from registration with applicable state laws and the U.S. Securities Act and that such legends may be removed.

(3)Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Warrant Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.

Section 2.13    Cancellation of Surrendered Warrants.

All Warrant Certificates surrendered pursuant to Article 3 or transferred or exchanged pursuant to Article 2 shall be cancelled by the Warrant Agent and upon

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such circumstances all such Uncertificated Warrants shall be deemed cancelled and so noted on the register by the Warrant Agent. Upon request by the Corporation, the Warrant Agent shall furnish to the Corporation a cancellation certificate identifying the Warrant Certificates so cancelled, the number of Warrants evidenced thereby, the number of Warrant Shares, if any, issued pursuant to such Warrants and the details of any Warrant Certificates issued in substitution or exchange for such Warrant Certificates cancelled.

EXERCISE OF WARRANTS

Section 3.1    Right of Exercise.

Subject to the provisions hereof, each Registered Warrantholder may exercise the right conferred on such holder to subscribe for and purchase one (1) Warrant Share for each Warrant after the Issue Date and prior to the Expiry Time and in accordance with the conditions herein.

Section 3.2    Warrant Exercise.

(1)Other than Warrants held by the Depository, Registered Warrantholders of Warrant Certificates who wish to exercise the Warrants held by them in order to acquire Warrant Shares must, if permitted pursuant to the terms and conditions hereunder and as set forth in the applicable legend, complete the exercise form (the “Exercise Notice”) attached to the Warrant Certificate(s) which form is attached hereto as Schedule “B”, which may be amended by the Corporation with the consent of the Warrant Agent, if such amendment does not, in the reasonable opinion of the Corporation and the Warrant Agent, which may be based on the advice of Counsel, materially and adversely affect the rights, entitlements and interests of the Warrantholders, and deliver such certificate(s), the executed Exercise Notice and a certified cheque, bank draft or money order payable to or to the order of the Corporation for the aggregate Exercise Price to the Warrant Agent at the Warrant Agency. The Warrants represented by a Warrant Certificate shall be deemed to be surrendered upon personal delivery of such certificate, Exercise Notice and aggregate Exercise Price or, if such documents are sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent at the office referred to above.

(2)In addition to completing the Exercise Notice attached to the Warrant Certificate(s), a U.S. Warrantholder must (a) provide a completed and executed

U.S. Purchaser Letter or (b) an opinion of counsel of recognised standing or other evidence in form and substance reasonably satisfactory to the Corporation and the Warrant Agent that the exercise is exempt from the registration requirements of applicable securities laws of any state of the

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United States and the U.S. Securities Act; provided however that in the case of a Warrantholder that is a U.S. Investor, such Warrantholder will not be required to deliver a U.S. Purchaser Letter or an opinion of counsel in connection with the due exercise of the Warrant at a time when the representations, warranties and covenants made by the Warrantholder in the subscription agreement pursuant to which it purchased the Warrants remain true and correct and the Warrantholder represents to the Corporation as such.

(3)A Registered Warrantholder of Uncertificated Warrants evidenced by a security entitlement in respect of Warrants must complete the Exercise Notice and deliver the executed Exercise Notice and a certified cheque, bank draft or money order payable to or to the order of the Corporation for the aggregate Exercise Price to the Warrant Agent at the Warrant Agency. The Uncertificated Warrants shall be deemed to be surrendered upon receipt of the Exercise Notice and aggregate Exercise Price or, if such documents are sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent at the office referred to above.

(4)A beneficial owner of Uncertificated Warrants evidenced by a security entitlement in respect of Warrants in the book entry registration system who desires to exercise his or her Warrants must do so by causing a Book Entry Participant to deliver to the Depository on behalf of the entitlement holder, notice of the owner’s intention to exercise Warrants in a manner acceptable to the Depository. Forthwith upon receipt by the Depository of such notice, as well as payment for the aggregate Exercise Price, the Depository shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (a “Confirmation”) in a manner acceptable to the Warrant Agent, including by electronic means through a book based registration system, including CDSX. An electronic exercise of the Warrants initiated by the Book Entry Participant through a book based registration system, including CDSX, shall constitute a representation to both the Corporation and the Warrant Agent that the beneficial owner at the time of exercise of such Warrants is not a U.S. Warrantholder. If the Book Entry Participant is not able to make or deliver the foregoing representations by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the book based registration system, including CDSX, by the Book Entry Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such beneficial owner or Book Entry Participant and the exercise procedures set forth in Section 3.2(1) shall be followed.

(5)Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Book Entry Participant in a manner acceptable to it. A notice in form acceptable to the Book Entry Participant and payment from such beneficial holder should be provided to the Book Entry Participant sufficiently

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in advance so as to permit the Book Entry Participant to deliver notice and payment to the Depository and for the Depository in turn to deliver notice and payment to the Warrant Agent prior to the Expiry Time. The Depository will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to the Depository through the book entry registration system the Warrant Shares to which the exercising Warrantholder is entitled pursuant to the exercise. Any expense associated with the exercise process will be for the account of the entitlement holder exercising the Warrants and/or the Book Entry Participant exercising the Warrants on its behalf.

(6)By causing a Book Entry Participant to deliver notice to the Depository, a Warrantholder shall be deemed to have irrevocably surrendered his or her Warrants so exercised and appointed such Book Entry Participant to act as his or her exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise.

(7)Any notice which the Depository determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no force and effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Book Entry Participant to exercise or to give effect to the settlement thereof in accordance with the Warrantholder’s instructions will not give rise to any obligations or liability on the part of the Corporation or Warrant Agent to the Book Entry Participant or the Warrantholder.

(8)The Exercise Notice referred to in this Section 3.2 shall be signed by the Registered Warrantholder, or its executors or administrators or other legal representatives or an attorney of the Registered Warrantholder, duly appointed by an instrument in writing satisfactory to the Warrant Agent but such Exercise Notice need not be executed by the Depository.

(9)Any exercise referred to in this Section 3.2 shall require that the entire Exercise Price for Warrant Shares subscribed must be paid at the time of subscription and such Exercise Price and original Exercise Notice executed by the Registered Warrantholder or the Confirmation from the Depository must be received by the Warrant Agent prior to the Expiry Time.

(10)Warrants may only be exercised pursuant to this Section 3.2 by or on behalf of a Registered Warrantholder, as applicable, who makes the certifications set forth on the Exercise Notice set out in Schedule “B” or as provided herein.

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(11)If the form of Exercise Notice set forth in the Warrant Certificate shall have been amended, the Corporation shall cause the amended Exercise Notice to be forwarded to all Registered Warrantholders.

(12)Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent’s actual business hours on any Business Day prior to the Expiry Time. Any Exercise Notice or Confirmations received by the Warrant Agent after business hours on any Business Day other than the Expiry Date will be deemed to have been received by the Warrant Agent on the next following Business Day.

(13)Any Warrant with respect to which a Confirmation or Exercise Notice is not received by the Warrant Agent before the Expiry Time shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Section 3.3    Restrictions on Exercise by U.S. Persons;

Legended Certificates

(1)Subject to Section 3.3(2) below, warrants may not be exercised by a U.S. Warrantholder.

(2)Notwithstanding Section 3.3(1), Warrants may be exercised by a U.S. Warrantholder, provided that the Person exercising the Warrants (a) is an original U.S. Investor who purchased the Warrants directly from the Corporation and the representations, warranties and covenants made by the Warrantholder in the subscription agreement pursuant to which it purchased the Warrants remain true and correct and the Warrantholder represents to the Corporation as such, or (b) delivers a completed and executed U.S. Purchaser Letter or provides in form and substance reasonably satisfactory to the Corporation and the Warrant Agent a legal opinion which confirms that the issuance of Warrant Shares is in compliance with the applicable state securities laws and the U.S. Securities Act.

(3)Certificates representing Warrant Shares issued upon the exercise of Warrants which bear the legend set forth in Section 2.8(1) or which are issued and delivered pursuant to Section 3.3(2) shall bear the following legend:

(4)“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES FOR THE BENEFIT OF ENCORE ENERGY CORP. (THE “COMPANY”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE

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TRANSFERRED ONLY (A) TO THE COMPANY; (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT; OR (C) IN ACCORDANCE WITH ANY OTHER REGISTRATION EXEMPTION, EVIDENCED BY AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE REASONABLY ACCEPTABLE TO THE COMPANY AND THE TRANSFER AGENT, AVAILABLE UNDER THE SECURITIES ACT AND APPLICABLE STATE LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA OR ELSEWHERE.

A NEW CERTIFICATE BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY”, MAY BE OBTAINED FROM THE COMPANY’S TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE TRANSFER AGENT AND THE COMPANY, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND APPLICABLE FOREIGN LAW.”

(5)Certificates representing Common Shares issued upon the exercise of Warrant Certificates (and issued in substitution or exchange therefor) prior to the date that is four months and one day after the date hereof shall bear the following legend:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JULY 10, 2021.

WITHOUT PRIOR APPROVAL OF THE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL JULY 10, 2021.”

Section 3.4    Transfer Fees and Taxes.

If any of the Warrant Shares subscribed for are to be issued to a person or persons other than the Registered Warrantholder, the Registered Warrantholder shall

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execute the form of transfer and will comply with such reasonable requirements as the Warrant Agent may stipulate and will pay to the Corporation or the Warrant Agent on behalf of the Corporation, all applicable transfer or similar taxes and the Corporation will not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Corporation or the Warrant Agent on behalf of the Corporation, the amount of such tax or shall have established to the satisfaction of the Corporation and the Warrant Agent that such tax has been paid or that no tax is due.

Section 3.5    Warrant Agency.

To facilitate the exchange, transfer or exercise of Warrants and compliance with such other terms and conditions hereof as may be required, the Corporation has appointed the Warrant Agency, as the agency at which Warrants may be surrendered for exchange or transfer or at which Warrants may be exercised and the Warrant Agent has accepted such appointment. The Corporation may from time to time designate alternate or additional places as the Warrant Agency (subject to the Warrant Agent’s prior approval) and will give notice to the Warrant Agent of any proposed change of the Warrant Agency. Branch registers shall also be kept at such other place or places, if any, as the Corporation, with the approval of the Warrant Agent, may designate. The Warrant Agent will from time to time when requested to do so by the Corporation or any Registered Warrantholder, upon payment of the Warrant Agent’s reasonable charges, furnish a list of the names and addresses of Registered Warrantholders showing the number of Warrants held by each such Registered Warrantholder.

Section 3.6    Effect of Exercise of Warrant Certificates.

(1)Upon the exercise of Warrant Certificates pursuant to and in compliance with Section 3.2 and subject to Section 3.3 and Section 3.4, the Warrant Shares to be issued pursuant to the Warrants exercised shall be deemed to have been issued and the person or persons to whom such Warrant Shares are to be issued shall be deemed to have become the holder or holders of such Warrant Shares within five Business Days of the Exercise Date unless the register shall be closed on such date, in which case the Warrant Shares subscribed for shall be deemed to have been issued and such person or persons deemed to have become the holder or holders of record of such Warrant Shares, on the date on which such register is reopened. It is hereby understood that in order for persons to whom Warrant Shares are to be issued, to become holders of Warrant Shares on record on the Exercise Date, beneficial holders must commence the exercise process sufficiently in advance so that the Warrant Agent is in receipt of all items of exercise at least one Business Day prior to such Exercise Date.

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(2)Within five Business Days after the Exercise Date with respect to a Warrant, the Warrant Agent shall use commercially reasonable efforts to cause to be delivered or mailed to the person or persons in whose name or names the Warrant is registered or, if so specified in writing by the holder, cause to be delivered to such person or persons at the Warrant Agency where the Warrant Certificate was surrendered, a certificate or certificates for the appropriate number of Warrant Shares subscribed for, or any other appropriate evidence of the issuance of Warrant Shares to such person or persons in respect of Warrant Shares issued under the book entry registration system or otherwise.

Section 3.7    Partial Exercise of Warrants; Fractions.

(1)The holder of any Warrants may exercise its right to acquire a number of whole Warrant Shares less than the aggregate number which the holder is entitled to acquire. In the event of any exercise of a number of Warrants less than the number which the holder is entitled to exercise, the holder of Warrants upon such exercise shall, in addition, be entitled to receive, without charge therefor, a new Warrant Certificate(s), bearing the same legend, if applicable, or other appropriate evidence of Warrants, in respect of the balance of the Warrants held by such holder and which were not then exercised.

(2)Notwithstanding anything herein contained including any adjustment provided for in Section 4.1, the Corporation shall not be required, upon the exercise of any Warrants, to issue fractions of Warrant Shares. Warrants may only be exercised in a sufficient number to acquire whole numbers of Warrant Shares. Any fractional Warrant Shares shall be rounded down to the nearest whole number and the holder of such Warrants shall not be entitled to any compensation in respect of any fractional Warrant Shares which is not issued.

Section 3.8    Expiration of Warrants.

Immediately after the Expiry Time, all rights under any Warrant in respect of which the right of acquisition provided for herein shall not have been exercised shall cease and terminate and each Warrant shall be void and of no further force or effect.

Section 3.9    Accounting and Recording.

(1)    The Warrant Agent shall promptly account to the Corporation with respect to Warrants exercised, and shall promptly forward to the Corporation (or into an account or accounts of the Corporation with the bank or trust company designated by the Corporation for that purpose), all monies received by the Warrant Agent on the subscription of Warrant Shares through the exercise of Warrants. All such monies and any securities or other instruments, from time to time received by the Warrant Agent, shall be received in trust for, and shall

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be segregated and kept apart by the Warrant Agent, the Warrantholders and the Corporation as their interests may appear.

(2)The Warrant Agent shall record the particulars of Warrants exercised, which particulars shall include the names and addresses of the persons who become holders of Warrant Shares on exercise and the Exercise Date, in respect thereof. The Warrant Agent shall provide such particulars in writing to the Corporation within five Business Days of any request by the Corporation therefor.

Section 3.10    Securities Restrictions.

Notwithstanding anything herein contained, Warrant Shares will be issued upon exercise of a Warrant only in compliance with the securities laws of any applicable jurisdiction.

ADJUSTMENT OF NUMBER OF WARRANT SHARES AND EXERCISE PRICE

Section 4.1    Adjustment of Number of Warrant Shares and Exercise Price.

The subscription rights in effect under the Warrants for Warrant Shares issuable upon the exercise of the Warrants shall be subject to adjustment from time to time as follows:

(a)if, at any time during the Adjustment Period, the Corporation shall:

(i)subdivide, re-divide or change its outstanding Common Shares into a greater number of Common Shares;

(ii)reduce, combine or consolidate its outstanding Common Shares into a lesser number of Common Shares; or

(iii)issue Common Shares or securities exchangeable for, or convertible into, Common Shares to all or substantially all of the holders of Common Shares by way of stock dividend or other distribution (other than a distribution of Common Shares upon the exercise of Warrants or any outstanding options);

(any of such events in Section 4.1(a) (i), (ii) or (iii) being called a “Common Share Reorganization”) then the Exercise Price shall be adjusted as of the effective date or record date of such subdivision, re-division, change, reduction, combination, consolidation or distribution, as the case may be, shall in the case of the events referred to in (i) or (iii) above be decreased in

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proportion to the number of outstanding Common Shares resulting from such subdivision, re-division, change or distribution, or shall, in the case of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination or consolidation by multiplying the Exercise Price in effect immediately prior to such effective date or record date by a fraction, the numerator of which shall be the number of Common Shares outstanding on such effective date or record date before giving effect to such Common Share Reorganization and the denominator of which shall be the number of Common Shares outstanding as of the effective date or record date after giving effect to such Common Share Reorganization (including, in the case where securities exchangeable for or convertible into Common Shares are distributed, the number of Common Share that would have been outstanding had such securities been exchanged for or converted into Common Shares on such record date or effective date). Such adjustment shall be made successively whenever any event referred to in this Section 4.1(a) shall occur. Upon any adjustment of the Exercise Price pursuant to Section 4.1(a), the Exchange Rate shall be contemporaneously adjusted by multiplying the number of Common Shares theretofore obtainable on the exercise thereof by a fraction of which the numerator shall be the Exercise Price in effect immediately prior to such adjustment and the denominator shall be the Exercise Price resulting from such adjustment;

(b)if and whenever at any time during the Adjustment Period, the Corporation shall fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible or exchangeable into Common Shares) at a price per Common Share (or having a conversion or exchange price per Common Share) less than 95% of the Current Market Price on such record date (a “Rights Offering”), the Exercise Price shall be adjusted immediately after such record date so that it shall equal the amount determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by the Current Market Price, and of which the denominator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares offered for subscription or purchase or into which the convertible or exchangeable securities so

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offered are convertible or exchangeable; any Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that no such rights or warrants are exercised prior to the expiration thereof, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or, if any such rights or warrants are exercised, to the Exercise Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights or warrants, as the case may be. Upon any adjustment of the Exercise Price pursuant to this Section 4.1(b), the Exchange Rate will be adjusted immediately after such record date so that it will equal the rate determined by multiplying the Exchange Rate in effect on such record date by a fraction, of which the numerator shall be the Exercise Price in effect immediately prior to such adjustment and the denominator shall be the Exercise Price resulting from such adjustment. Such adjustment will be made successively whenever such a record date is fixed, provided that if two or more such record dates or record dates referred to in this Section 4.1(b) are fixed within a period of 25 Trading Days, such adjustment will be made successively as if each of such record dates occurred on the earliest of such record dates;

(c)if and whenever at any time during the Adjustment Period the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of

(i) securities of any class, whether of the Corporation or any other entity (other than Common Shares), (ii) rights, options or warrants to subscribe for or purchase Common Shares (or other securities convertible into or exchangeable for Common Shares), other than pursuant to a Rights Offering; (iii) evidences of its indebtedness or (iv) any property or other assets then, in each such case, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price on such record date, less the excess, if any, of the fair market value on such record date, as determined by the Corporation (whose determination shall be conclusive), of such securities or other assets so issued or distributed over the fair market value of any consideration received therefor by the Corporation from the holders of the Common Shares, and of which the denominator shall be the total

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number of Common Shares outstanding on such record date multiplied by the Current Market Price; and Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that such distribution is not so made, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed. Upon any adjustment of the Exercise Price pursuant to this Section 4.1(c), the Exchange Rate will be adjusted immediately after such record date so that it will equal the rate determined by multiplying the Exchange Rate in effect on such record date by a fraction, of which the numerator shall be the Exercise Price in effect immediately prior to such adjustment and the denominator shall be the Exercise Price resulting from such adjustment;

(d)if and whenever at any time during the Adjustment Period, there is a reclassification of the Common Shares or a capital reorganization of the Corporation other than as described in Section 4.1(a) or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity, any Registered Warrantholder who has not exercised its right of acquisition prior to the effective date of such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance, upon the exercise of such right thereafter, shall be entitled to receive upon payment of the Exercise Price and shall accept, in lieu of the number of Warrant Shares that prior to such effective date the Registered Warrantholder would have been entitled to receive, the number of shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such merger, amalgamation or consolidation, or to which such sale or conveyance may be made, as the case may be, that such Registered Warrantholder would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance, if, on the effective date thereof, as the case may be, the Registered Warrantholder had been the registered holder of the number of Warrant Shares to which prior to such effective date it was entitled to acquire upon the exercise of the Warrants. If determined appropriate by the Warrant Agent, relying on advice of Counsel, to give effect to or to evidence the provisions of this Section 4.1(d), the Corporation, its successor, or such purchasing body corporate, partnership, trust or other entity, as the case

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may be, shall, prior to or contemporaneously with any such reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, sale or conveyance, enter into an indenture which shall provide, to the extent possible, for the application of the provisions set forth in this Indenture with respect to the rights and interests thereafter of the Registered Warrantholders to the end that the provisions set forth in this Indenture shall thereafter correspondingly be made applicable, as nearly as may reasonably be, with respect to any shares, other securities or property to which a Registered Warrantholder is entitled on the exercise of its acquisition rights thereafter. Any indenture entered into between the Corporation and the Warrant Agent pursuant to the provisions of this Section 4.1(d) shall be a supplemental indenture entered into pursuant to the provisions of Article 8 hereof. Any indenture entered into between the Corporation, any successor to the Corporation or such purchasing body corporate, partnership, trust or other entity and the Warrant Agent shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 4.1 and which shall apply to successive reclassifications, capital reorganizations, amalgamations, consolidations, mergers, sales or conveyances;

(e)in any case in which this Section 4.1 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Corporation may defer, until the occurrence of such event, issuing to the Registered Warrantholder of any Warrant exercised after the record date and prior to completion of such event the additional Warrant Shares issuable by reason of the adjustment required by such event before giving effect to such adjustment; provided, however, that the Corporation shall deliver to such Registered Warrantholder an appropriate instrument evidencing such Registered Warrantholder’s right to receive such additional Common Shares upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares declared in favour of holders of record of Common Shares on and after the relevant date of exercise or such later date as such Registered Warrantholder would, but for the provisions of this Section 4.1(e), have become the holder of record of such additional Common Shares pursuant to Section 4.1;

(f)in any case in which Section 4.1(a)(iii), Section 4.1(b) or Section 4.1(c) require that an adjustment be made to the Exercise Price, no such adjustment shall be made if the Registered Warrantholders of the outstanding Warrants receive, subject to any required stock exchange or

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regulatory approval, the rights or warrants referred to in Section 4.1(a)(iii), Section 4.1(b) or the shares, rights, options, warrants, evidences of indebtedness or assets referred to in Section 4.1(c), as the case may be, in such kind and number as they would have received if they had been holders of Common Shares on the applicable record date or effective date, as the case may be, by virtue of their outstanding Warrant having then been exercised into Common Shares at the Exercise Price in effect on the applicable record date or effective date, as the case may be;

(g)the adjustments provided for in this Section 4.1 are cumulative, and shall, in the case of adjustments to the Exercise Price be computed to the nearest whole cent and shall apply to successive subdivisions, re- divisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 4.1, provided that, notwithstanding any other provision of this Section, no adjustment of the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Exercise Price then in effect; provided, however, that any adjustments which by reason of this Section 4.1(g) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; and

(h)after any adjustment pursuant to this Section 4.1, the term “Common Shares” where used in this Indenture shall be interpreted to mean securities of any class or classes which, as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, the Registered Warrantholder is entitled to receive upon the exercise of his Warrant, and the number of Warrant Shares indicated by any exercise made pursuant to a Warrant shall be interpreted to mean the number of Warrant Shares or other property or securities a Registered Warrantholder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, upon the full exercise of a Warrant.

Section 4.2    Entitlement to Warrant Shares on Exercise of Warrant.

All Common Shares or shares of any class or other securities, which a Registered Warrantholder is at the time in question entitled to receive on the exercise of its Warrant, whether or not as a result of adjustments made pursuant to this Article 4, shall, for the purposes of the interpretation of this Indenture, be deemed to be Warrant Shares which such Registered Warrantholder is entitled to acquire pursuant to such Warrant.

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Section 4.3    No Adjustment for Certain Transactions.

Notwithstanding anything in this Article 4, no adjustment shall be made in the acquisition rights attached to the Warrants if the issue of Common Shares is being made pursuant to this Indenture or in connection with (a) any share incentive plan or restricted share plan or share purchase plan in force from time to time for directors, officers, employees, consultants or other service providers of the Corporation; or (b) the satisfaction of existing instruments issued at the date hereof.

Section 4.4    Determination by Independent Firm.

In the event of any question arising with respect to the adjustments provided for in this Article 4 such question shall be conclusively determined by an independent firm of chartered public accountants other than the Auditors, who shall have access to all necessary records of the Corporation, and such determination shall be binding upon the Corporation, the Warrant Agent, all holders and all other persons interested therein.

Section 4.5    Proceedings Prior to any Action Requiring Adjustment.

As a condition precedent to the taking of any action which would require an adjustment in any of the acquisition rights pursuant to any of the Warrants, including the number of Warrant Shares which are to be received upon the exercise thereof, the Corporation shall take any action which may, in the opinion of Counsel, be necessary in order that the Corporation has unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the Warrant Shares which the holders of such Warrants are entitled to receive on the full exercise thereof in accordance with the provisions hereof.

Section 4.6    Certificate of Adjustment.

The Corporation shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.1, deliver a certificate of the Corporation to the Warrant Agent specifying the nature of the event requiring the same and the amount of the adjustment or readjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate may be supported by a certificate of the Corporation’s Auditors verifying such calculation if requested by the Warrant Agent at their discretion. The Warrant Agent shall rely, and shall be protected in so doing, upon the certificate of the Corporation or of the Corporation’s Auditor and any other document filed by the Corporation pursuant to this Article 4 for all purposes.

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Section 4.7    Notice of Special Matters.

The Corporation covenants with the Warrant Agent that, so long as any Warrant remains outstanding, it will give notice to the Warrant Agent and to the Registered Warrantholders of its intention to fix a record date that is prior to the Expiry Date for any matter for which an adjustment may be required pursuant to Section 4.1 Such notice shall specify the particulars of such event and the record date for such event, provided that the Corporation shall only be required to specify in the notice such particulars of the event as shall have been fixed and determined on the date on which the notice is given. The notice shall be given in each case not less than

14 days prior to such applicable record date. If notice has been given and the adjustment is not then determinable, the Corporation shall promptly, after the adjustment is determinable, file with the Warrant Agent a computation of the adjustment and give notice to the Registered Warrantholders of such adjustment computation.

Section 4.8    No Action after Notice.

The Corporation covenants with the Warrant Agent that it will not close its transfer books or take any other corporate action which might deprive the Registered Warrantholder of the opportunity to exercise its right of acquisition pursuant thereto during the period of 14 days after the giving of the certificate or notices set forth in Section 4.6 and Section 4.7.

Section 4.9    Other Action.

If the Corporation, after the date hereof, shall take any action affecting the Common Shares other than action described in Section 4.1, which in the reasonable opinion of the directors of the Corporation would materially affect the rights of Registered Warrantholders, the Exercise Price and/or Exchange Rate, the number of Warrant Shares which may be acquired upon exercise of the Warrants shall be adjusted in such manner and at such time, by action of the directors, acting reasonably and in good faith, in their sole discretion as they may determine to be equitable to the Registered Warrantholders in the circumstances, provided that no such adjustment will be made unless any requisite prior approval of any stock exchange on which the Common Shares are listed for trading has been obtained.

Section 4.10    Protection of Warrant Agent.

The Warrant Agent shall not:

(a)at any time be under any duty or responsibility to any Registered Warrantholder to determine whether any facts exist which may require any adjustment contemplated by Section 4.1, or with respect to the

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nature or extent of any such adjustment when made, or with respect to the method employed in making the same;

(b)be accountable with respect to the validity or value (or the kind or amount) of any Warrant Shares or of any other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Warrant;

(c)be responsible for any failure of the Corporation to issue, transfer or deliver Warrant Shares or certificates for the same upon the surrender of any Warrants for the purpose of the exercise of such rights or to comply with any of the covenants contained in this Article; and

(d)incur any liability or be in any way responsible for the consequences of any breach on the part of the Corporation of any of the representations, warranties or covenants herein contained or of any acts of the directors, officers, employees, agents or servants of the Corporation.

Section 4.11    Participation by Warrantholder.

No adjustments shall be made pursuant to this Article 4 if the Registered Warrantholders are entitled to participate in any event described in this Article 4 on the same terms, mutatis mutandis, as if the Registered Warrantholders had exercised their Warrants prior to, or on the effective date or record date of, such event and any such participation will be subject to the prior approval of the TSX-V where required by the policies of the TSX-V.

RIGHTS OF THE CORPORATION AND COVENANTS

Section 5.1    Optional Purchases by the Corporation.

Subject to compliance with applicable securities legislation and approval of applicable regulatory authorities, if any, the Corporation may from time to time purchase by private contract or otherwise any of the Warrants. Any such purchase shall be made at the lowest price or prices at which, in the opinion of the directors of the Corporation, such Warrants are then obtainable, plus reasonable costs of purchase, and may be made in such manner, from such persons and on such other terms as the Corporation, in its sole discretion, may determine. In the case of Warrant Certificates, Warrant Certificates representing the Warrants purchased pursuant to this Section 5.1 shall forthwith be delivered to and cancelled by the Warrant Agent and reflected accordingly on the register of Warrants. In the case of Uncertificated Warrants, the Warrants purchased pursuant to this Section 5.1 shall be reflected accordingly on the register of Warrants and in accordance with procedures prescribed

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by the Depository under the book entry registration system. No Warrants shall be issued in replacement thereof.

Section 5.2    General Covenants.

The Corporation covenants with the Warrant Agent that so long as any Warrants remain outstanding:

(a)it will reserve and keep available a sufficient number of Common Shares for the purpose of enabling it to satisfy its obligations to issue Warrant Shares upon the exercise of the Warrants;

(b)it will cause the Warrant Shares from time to time acquired pursuant to the exercise of the Warrants to be duly issued and delivered in accordance with the Warrants and the terms hereof;

(c)all Warrant Shares which shall be issued upon exercise of the right to acquire provided for herein shall be fully paid and non-assessable, free and clear of all encumbrances;

(d)it will use reasonable commercial efforts to maintain its existence and carry on its business in the ordinary course;

(e)it will use reasonable commercial efforts to ensure that all Common Shares outstanding or issuable from time to time (including without limitation the Warrant Shares issuable on the exercise of the Warrants) continue to be or are listed and posted for trading on the TSX-V (or such other Canadian stock exchange acceptable to the Corporation), provided that this clause shall not be construed as limiting or restricting the Corporation from completing a consolidation, amalgamation, arrangement, takeover bid or merger that would result in the Common Shares ceasing to be listed and posted for trading on the TSX-V, so long as the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada, or cash, or the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the policies of the TSX-V;

(f)it will make all requisite filings under applicable Canadian securities legislation including those necessary to remain a reporting issuer not in default in each of the provinces and other Canadian jurisdictions where it is or becomes a reporting issuer;

(g)generally, it will well and truly perform and carry out all of the acts or things to be done by it as provided in this Indenture; and

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(h)the Corporation will promptly notify the Warrant Agent and the Warrantholders in writing of any default under the terms of this Warrant Indenture which remains unrectified for more than five days following its occurrence.

Section 5.3    Warrant Agent’s Remuneration and Expenses.

The Corporation covenants that it will pay to the Warrant Agent from time to time reasonable remuneration for its services hereunder and will pay or reimburse the Warrant Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Warrant Agent in the administration or execution of its duties hereby created (including the reasonable compensation and the disbursements of its Counsel and all other advisers and assistants not regularly in its employ) both before any default hereunder and thereafter until all duties of the Warrant Agent hereunder shall be finally and fully performed. Any amount owing hereunder and remaining unpaid after 30 days from the invoice date will bear interest at the then current rate charged by the Warrant Agent against unpaid invoices and shall be payable upon demand. This Section shall survive the resignation or removal of the Warrant Agent and/or the termination of this Indenture.

Section 5.4    Performance of Covenants by Warrant Agent.

If the Corporation shall fail to perform any of its covenants contained in this Indenture, the Warrant Agent may notify the Registered Warrantholders of such failure on the part of the Corporation and may itself perform any of the covenants capable of being performed by it but, subject to Section 9.2, shall be under no obligation to perform said covenants or to notify the Registered Warrantholders of such performance by it. All sums expended or advanced by the Warrant Agent in so doing shall be repayable as provided in Section 5.3. No such performance, expenditure or advance by the Warrant Agent shall relieve the Corporation of any default hereunder or of its continuing obligations under the covenants herein contained.

Section 5.5    Enforceability of Warrants.

The Corporation covenants and agrees that it is duly authorized to create and issue the Warrants to be issued hereunder and that the Warrants, when issued and Authenticated as herein provided, will be valid and enforceable against the Corporation in accordance with the provisions hereof and the terms hereof and that, subject to the provisions of this Indenture, the Corporation will cause the Warrant Shares from time to time acquired upon exercise of Warrants issued under this Indenture to be duly issued and delivered in accordance with the terms of this Indenture.

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ENFORCEMENT

Section 6.1    Suits by Registered Warrantholders.

All or any of the rights conferred upon any Registered Warrantholder by any of the terms of this Indenture may be enforced by the Registered Warrantholder by appropriate proceedings but without prejudice to the right which is hereby conferred upon the Warrant Agent to proceed in its own name to enforce each and all of the provisions herein contained for the benefit of the Registered Warrantholders.

Section 6.2    Suits by the Corporation.

The Corporation shall have the right to enforce full payment of the Exercise Price of all Warrant Shares issued by the Warrant Agent to a Registered Warrantholder hereunder and shall be entitled to demand such payment from the Registered Warrantholder or alternatively to instruct the Warrant Agent to cancel the share certificates representing such Warrant Shares and amend the securities register of the Corporation accordingly.

Section 6.3    Immunity of Shareholders, etc.

The Warrant Agent and the Warrantholders hereby waive and release any right, cause of action or remedy now or hereafter existing in any jurisdiction against any incorporator or any past, present or future shareholder, trustee, employee or agent of the Corporation or any successor entity on any covenant, agreement, representation or warranty by the Corporation herein.

Section 6.4    Waiver of Default.

Upon the happening of any default hereunder:

(a)the Registered Warrantholders of not less than 51% of the Warrants then outstanding shall have power (in addition to the powers exercisable by Extraordinary Resolution) by requisition in writing to instruct the Warrant Agent to waive any default hereunder and the Warrant Agent shall thereupon waive the default upon such terms and conditions as shall be prescribed in such requisition; or

(b)the Warrant Agent shall have power to waive any default hereunder upon such terms and conditions as the Warrant Agent may deem advisable, on the advice of Counsel, if, in the Warrant Agent’s opinion, based on the advice of Counsel, the same shall have been cured or adequate provision made therefor;

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provided that no delay or omission of the Warrant Agent or of the Registered Warrantholders to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein and provided further that no act or omission either of the Warrant Agent or of the Registered Warrantholders in the premises shall extend to or be taken in any manner whatsoever to affect any subsequent default hereunder of the rights resulting therefrom.

MEETINGS OF REGISTERED WARRANTHOLDERS

Section 7.1    Right to Convene Meetings.

The Warrant Agent may at any time and from time to time, and shall on receipt of a written request of the Corporation or of a Warrantholders’ Request and upon being indemnified and funded to its reasonable satisfaction by the Corporation or by the Registered Warrantholders signing such Warrantholders’ Request against the costs which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the Registered Warrantholders. If the Warrant Agent fails to so call a meeting within seven days after receipt of such written request of the Corporation or within 30 days after receipt of such Warrantholders’ Request and the indemnity and funding given as aforesaid, the Corporation or such Registered Warrantholders, as the case may be, may convene such meeting. Every such meeting shall be held in the City of Vancouver, British Columbia or at such other place as may be approved or determined by the Warrant Agent and the Corporation. Any meeting held pursuant to this Article 7 may be done through a virtual or electronic meeting platform, subject to the Warrant Agent's capabilities at the time.

Section 7.2    Notice.

At least 21 days’ prior written notice of any meeting of Registered Warrantholders shall be given to the Registered Warrantholders in the manner provided for in Section 10.2 and a copy of such notice shall be sent by mail to the Warrant Agent (unless the meeting has been called by the Warrant Agent) and to the Corporation (unless the meeting has been called by the Corporation). Such notice shall state the time when and the place where the meeting is to be held, shall state briefly the general nature of the business to be transacted thereat and shall contain such information as is reasonably necessary to enable the Registered Warrantholders to make a reasoned decision on the matter, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed or any of the provisions of this Section 7.2.

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Section 7.3    Chairman.

An individual (who need not be a Registered Warrantholder) designated in writing by the Warrant Agent shall be chairman of the meeting and if no individual is so designated, or if the individual so designated is not present within fifteen minutes from the time fixed for the holding of the meeting, the Registered Warrantholders present in person or by proxy shall choose an individual present to be chairman.

Section 7.4    Quorum.

Subject to the provisions of Section 7.11, at any meeting of the Registered Warrantholders a quorum shall consist of Registered Warrantholder(s) present in person or by proxy and entitled to purchase at least 25% of the aggregate number of Warrant Shares which may be acquired pursuant to all the then outstanding Warrants. If a quorum of the Registered Warrantholders shall not be present within thirty minutes from the time fixed for holding any meeting, the meeting, if summoned by Registered Warrantholders or on a Warrantholders’ Request, shall be dissolved; but in any other case the meeting shall be adjourned to the same day in the next week (unless such day is not a Business Day, in which case it shall be adjourned to the next following Business Day) at the same time and place and no notice of the adjournment need be given. Any business may be brought before or dealt with at an adjourned meeting which might have been dealt with at the original meeting in accordance with the notice calling the same. No business shall be transacted at any meeting unless a quorum be present at the commencement of business. At the adjourned meeting the Registered Warrantholders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened, notwithstanding that they may not be entitled to acquire at least 25% of the aggregate number of Warrant Shares which may be acquired pursuant to all then outstanding Warrants.

Section 7.5    Power to Adjourn.

The chairman of any meeting at which a quorum of the Registered Warrantholders is present may, with the consent of the meeting, adjourn any such meeting, and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe.

Section 7.6    Show of Hands.

Every question submitted to a meeting shall be decided in the first place by a majority of the votes given on a show of hands except that votes on an Extraordinary Resolution shall be given in the manner hereinafter provided. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that

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a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.

Section 7.7    Poll and Voting.

(1)On every Extraordinary Resolution, and on any other question submitted to a meeting and after a vote by show of hands when demanded by the chairman or by one or more of the Registered Warrantholders acting in person or by proxy and entitled to acquire in the aggregate at least 5% of the aggregate number of Warrant Shares which may be acquired pursuant to all the Warrants then outstanding, a poll shall be taken in such manner as the chairman shall direct. Questions other than those required to be determined by Extraordinary Resolution shall be decided by a majority of the votes cast on the poll.

(2)On a show of hands, every person who is present and entitled to vote, whether as a Registered Warrantholder or as proxy for one or more absent Registered Warrantholders, or both, shall have one vote. On a poll, each Registered Warrantholder present in person or represented by a proxy duly appointed by instrument in writing shall be entitled to one vote in respect of each Warrant then held or represented by it. A proxy need not be a Registered Warrantholder. The chairman of any meeting shall be entitled, both on a show of hands and on a poll, to vote in respect of the Warrants, if any, held or represented by him.

Section 7.8    Regulations.

(1)The Warrant Agent, or the Corporation with the approval of the Warrant Agent, may from time to time make and from time to time vary such regulations as it shall think fit for the setting of the record date for a meeting for the purpose of determining Registered Warrantholders entitled to receive notice of and to vote at the meeting.

(2)Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a Registered Warrantholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9), shall be Registered Warrantholders or proxies of Registered Warrantholders.

Section 7.9    Corporation and Warrant Agent May be Represented.

The Corporation and the Warrant Agent, by their respective directors, officers, agents, and employees and the Counsel for the Corporation and for the Warrant Agent may attend any meeting of the Registered Warrantholders.

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Section 7.10    Powers Exercisable by Extraordinary Resolution.

In addition to all other powers conferred upon them by any other provisions of this Indenture or by law, the Registered Warrantholders at a meeting shall, subject to the provisions of Section 7.11, have the power exercisable from time to time by Extraordinary Resolution:

(a)to agree to any modification, abrogation, alteration, compromise or arrangement of the rights of Registered Warrantholders or the Warrant Agent in its capacity as warrant agent hereunder (subject to the Warrant Agent’s prior consent, acting reasonably) or on behalf of the Registered Warrantholders against the Corporation whether such rights arise under this Indenture or otherwise;

(b)to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Registered Warrantholders;

(c)to direct or to authorize the Warrant Agent, subject to Section 9.2(2) hereof, to enforce any of the covenants on the part of the Corporation contained in this Indenture or to enforce any of the rights of the Registered Warrantholders in any manner specified in such Extraordinary Resolution or to refrain from enforcing any such covenant or right;

(d)to waive, and to direct the Warrant Agent to waive, any default on the part of the Corporation in complying with any provisions of this Indenture either unconditionally or upon any conditions specified in such Extraordinary Resolution;

(e)to restrain any Registered Warrantholder from taking or instituting any suit, action or proceeding against the Corporation for the enforcement of any of the covenants on the part of the Corporation in this Indenture or to enforce any of the rights of the Registered Warrantholders;

(f)to direct any Registered Warrantholder who, as such, has brought any suit, action or proceeding to stay or to discontinue or otherwise to deal with the same upon payment of the costs, charges and expenses reasonably and properly incurred by such Registered Warrantholder in connection therewith;

(g)to assent to any change in or omission from the provisions contained in this Indenture or any ancillary or supplemental instrument which may be agreed to by the Corporation, and to authorize the Warrant Agent to concur in and execute any ancillary or supplemental indenture embodying the change or omission;

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(h)with the consent of the Corporation, such consent not to be unreasonably withheld, to remove the Warrant Agent or its successor in office and to appoint a new warrant agent or warrant agents to take the place of the Warrant Agent so removed; and

(i)to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation.

Notwithstanding the foregoing, unless the Corporation otherwise consents, and subject to the provisions of the TSX-V or such other stock exchange on which the Common Shares or Warrants may be listed, no Extraordinary Resolution passed pursuant to this Indenture will be effective or enforceable against the Corporation if it purports to modify or alter the material terms of the Warrants, which terms shall include, but not be limited to:

(i)the Exercise Price;

(ii)the Expiry Date; and

(iii)the number of Warrant Shares which may be acquired on exercise of the Warrants;

unless such modification or alteration is provided for in Article 4.

Section 7.11    Meaning of Extraordinary Resolution.

(1)The expression “Extraordinary Resolution” when used in this Indenture means, subject as hereinafter provided in this Section 7.11 and in Section 7.14, a resolution either (i) proposed at a meeting of Registered Warrantholders duly convened for that purpose and held in accordance with the provisions of this Article 7 at which there are present in person or by proxy Registered Warrantholders holding at least 25% of the aggregate number of Warrant Shares that may be acquired on exercise of the Warrants and passed by the affirmative votes of Registered Warrantholders holding not less than 66 2/3% of the aggregate number of Warrant Shares that may be acquired on exercise of the Warrants at the meeting and voted on the poll upon such resolution; or

(ii) adopted by an instrument in writing signed by the holders of Warrants representing not less than 66 2/3% of the aggregate number of Warrant Shares that may be acquired on exercise of the then outstanding Warrants.

(2)If, at the meeting at which an Extraordinary Resolution is to be considered, Registered Warrantholders holding at least 25% of the aggregate number of

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Warrant Shares that may be acquired on exercise of the then outstanding Warrants are not present in person or by proxy within 30 minutes after the time appointed for the meeting, then the meeting, if convened by Registered Warrantholders or on a Warrantholders’ Request, shall be dissolved; but in any other case it shall stand adjourned to such day, being not less than 15 or more than 60 days later, and to such place and time as may be appointed by the chairman. Not less than 14 days’ prior notice shall be given of the time and place of such adjourned meeting in the manner provided for in Section 10.2. Such notice shall state that at the adjourned meeting the Registered Warrantholders present in person or by proxy shall form a quorum but it shall not be necessary to set forth the purposes for which the meeting was originally called or any other particulars. At the adjourned meeting the Registered Warrantholders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened and a resolution proposed at such adjourned meeting and passed by the requisite vote as provided in Section 7.11(1) shall be an Extraordinary Resolution within the meaning of this Indenture notwithstanding that Registered Warrantholders entitled to acquire at least 25% of the aggregate number of Warrant Shares which may be acquired pursuant to all the then outstanding Warrants are not present in person or by proxy at such adjourned meeting.

(3)Subject to Section 7.14, votes on an Extraordinary Resolution shall always be given on a poll and no demand for a poll on an Extraordinary Resolution shall be necessary.

Section 7.12    Powers Cumulative.

Any one or more of the powers or any combination of the powers in this Indenture stated to be exercisable by the Registered Warrantholders by Extraordinary Resolution or otherwise may be exercised from time to time and the exercise of any one or more of such powers or any combination of powers from time to time shall not be deemed to exhaust the right of the Registered Warrantholders to exercise such power or powers or combination of powers then or thereafter from time to time.

Section 7.13    Minutes.

Minutes of all resolutions and proceedings at every meeting of Registered Warrantholders shall be made and duly recorded in the books and such minutes as aforesaid, if signed by the chairman or the secretary of the meeting at which such resolutions were passed or proceedings had shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting in respect of the proceedings of which minutes shall have been made shall be deemed to have been duly convened and held, and all resolutions passed thereat or proceedings taken shall be deemed to have been duly passed and taken.

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Section 7.14    Instruments in Writing.

All actions which may be taken and all powers that may be exercised by the Registered Warrantholders at a meeting held as provided in this Article 7 may also be taken and exercised by Registered Warrantholders holding at least 66 2/3% of the aggregate number of the then outstanding Warrants by an instrument in writing signed in one or more counterparts by such Registered Warrantholders in person or by attorney duly appointed in writing, and the expression “Extraordinary Resolution” when used in this Indenture shall include an instrument so signed.

Section 7.15    Binding Effect of Resolutions.

Every resolution and every Extraordinary Resolution passed in accordance with the provisions of this Article 7 at a meeting of Registered Warrantholders shall be binding upon all the Warrantholders, whether present at or absent from such meeting, and every instrument in writing signed by Registered Warrantholders in accordance with Section 7.14 shall be binding upon all the Warrantholders, whether signatories thereto or not, and each and every Warrantholder and the Warrant Agent (subject to the provisions for indemnity herein contained) shall be bound to give effect accordingly to every such resolution and instrument in writing.

Section 7.16    Holdings by Corporation Disregarded.

In determining whether Registered Warrantholders holding Warrants evidencing the entitlement to acquire the required number of Warrant Shares are present at a meeting of Registered Warrantholders for the purpose of determining a quorum or have concurred in any consent, waiver, Extraordinary Resolution, Warrantholders’ Request or other action under this Indenture, Warrants owned legally or beneficially by the Corporation shall be disregarded in accordance with the provisions of Section 10.7.

SUPPLEMENTAL INDENTURES

Section 8.1    Provision for Supplemental Indentures for Certain Purposes.

From time to time, the Corporation (when authorized by action of the directors of the Corporation) and the Warrant Agent may, subject to the provisions hereof and subject to the prior approval of the TSX-V, as need be, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, indentures or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:

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(a)setting forth any adjustments resulting from the application of the provisions of Article 4;

(b)adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the premises, provided that the same are not in the opinion of the Warrant Agent, relying on the advice of Counsel, prejudicial to the interests of the Registered Warrantholders;

(c)giving effect to any Extraordinary Resolution passed as provided in Section 7.11;

(d)making such provisions not inconsistent with this Indenture as may be necessary or desirable with respect to matters or questions arising hereunder or for the purpose of obtaining a listing or quotation of the Warrants on any stock exchange or quotation system, provided that such provisions are not, in the opinion of the Warrant Agent, relying on the advice of Counsel, prejudicial to the interests of the Registered Warrantholders;

(e)adding to or altering the provisions hereof in respect of the transfer of Warrants, making provision for the exchange of Warrants, and making any modification in the form of the Warrant Certificates which does not affect the substance thereof;

(f)modifying any of the provisions of this Indenture, including relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Warrant Agent, relying on the advice of Counsel, such modification or relief in no way prejudices any of the rights of the Registered Warrantholders or of the Warrant Agent, and provided further that the Warrant Agent may in its sole discretion decline to enter into any such supplemental indenture which in its opinion may not afford adequate protection to the Warrant Agent when the same shall become operative;

(g)providing for the issuance of additional Warrants hereunder, including Warrants in excess of the number set out in Section 2.1 and any consequential amendments hereto as may be required by the Warrant Agent relying on the advice of Counsel; and

(h)for any other purpose not inconsistent with the terms of this Indenture, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided

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that in the opinion of the Warrant Agent, relying on the advice of Counsel, the rights of the Warrant Agent and of the Registered Warrantholders are in no way prejudiced thereby.

Section 8.2    Successor Entities.

In the case of the consolidation, amalgamation, arrangement, merger or transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to or with another entity (“successor entity”), the successor entity resulting from such consolidation, amalgamation, arrangement, merger or transfer (if not the Corporation) shall expressly assume, by supplemental indenture satisfactory in form to the Warrant Agent and executed and delivered to the Warrant Agent, the due and punctual performance and observance of each and every covenant and condition of this Indenture to be performed and observed by the Corporation.

CONCERNING THE WARRANT AGENT

Section 9.1    Trust Indenture Legislation.

(1)If and to the extent that any provision of this Indenture limits, qualifies or conflicts with a mandatory requirement of Applicable Legislation, such mandatory requirement shall prevail.

(2)The Corporation and the Warrant Agent agree that each will, at all times in relation to this Indenture and any action to be taken hereunder, observe and comply with and be entitled to the benefits of Applicable Legislation.

Section 9.2    Rights and Duties of Warrant Agent.

(1)In the exercise of the rights and duties prescribed or conferred by the terms of this Indenture, the Warrant Agent shall exercise that degree of care, diligence and skill that a reasonably prudent warrant agent would exercise in comparable circumstances. No provision of this Indenture shall be construed to relieve the Warrant Agent from liability for its own gross negligence, wilful misconduct, bad faith or fraud under this Indenture.

(2)The obligation of the Warrant Agent to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Warrant Agent or the Registered Warrantholders hereunder shall be conditional upon the Registered Warrantholders furnishing, when required by notice by the Warrant Agent, sufficient funds to commence or to continue such act, action or proceeding and an indemnity reasonably satisfactory to the Warrant Agent to protect and to hold harmless the Warrant Agent and its officers, directors, employees and agents, against the costs, charges and expenses and liabilities

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to be incurred thereby and any loss and damage it may suffer by reason thereof. None of the provisions contained in this Indenture shall require the Warrant Agent to expend or to risk its own funds or otherwise to incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as aforesaid.

(3)The Warrant Agent may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Registered Warrantholders, at whose instance it is acting to deposit with the Warrant Agent the Warrants Certificates held by them, for which Warrants the Warrant Agent shall issue receipts.

(4)Every provision of this Indenture that by its terms relieves the Warrant Agent of liability or entitles it to rely upon any evidence submitted to it is subject to the provisions of Applicable Legislation.

Section 9.3    Evidence, Experts and Advisers.

(1)In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation.

(2)In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture.

(3)Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon.

(4)The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the

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purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent.

(5)The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Section 9.4    Documents, Monies, etc. Held by Warrant Agent.

Until released in accordance with this Indenture, any funds received hereunder shall be kept in segregated records of the Warrant Agent and the Warrant Agent shall place the funds in segregated trust accounts of the Warrant Agent at one or more of the Canadian Chartered Banks listed in Schedule 1 of the Bank Act (Canada) (“Approved Bank”). All amounts held by the Warrant Agent pursuant to this Agreement shall be held by the Warrant Agent for the Corporation and the delivery of the funds to the Warrant Agent shall not give rise to a debtor-creditor or other similar relationship. The amounts held by the Warrant Agent pursuant to this Agreement are at the sole risk of the Corporation and, without limiting the generality of the foregoing, the Warrant Agent shall have no responsibility or liability for any diminution of the funds which may result from any deposit made with an Approved Bank pursuant to this section, including any losses resulting from a default by the Approved Bank or other credit losses (whether or not resulting from such a default). The parties hereto acknowledge and agree that the Warrant Agent will have acted prudently in depositing the funds at any Approved Bank, and that the Warrant Agent is not required to make any further inquiries in respect of any such bank. The Warrant Agent may hold cash balances constituting part or all of such monies and need not, invest the same; the Warrant Agent shall not be liable to account for any profit to any parties to this Indenture or to any other person or entity.

Section 9.5    Actions by Warrant Agent to Protect Interest.

The Warrant Agent shall have power to institute and to maintain such actions and proceedings as it may consider necessary or expedient to preserve, protect or enforce its interests and the interests of the Registered Warrantholders.

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Section 9.6    Warrant Agent Not Required to Give Security.

The Warrant Agent shall not be required to give any bond or security in respect of the execution of the agency and powers of this Indenture or otherwise in respect of the premises.

Section 9.7    Protection of Warrant Agent.

By way of supplement to the provisions of any law for the time being relating to the Warrant Agent it is expressly declared and agreed as follows:

(a)the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in the Authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation;

(b)nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto;

(c)the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof;

(d)the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation;

(e)the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in

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any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that the Corporation shall not be required to indemnify the Indemnified Parties in the event of the gross negligence or wilful misconduct of the Warrant Agent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and

(f)notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any

(a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

Section 9.8    Replacement of Warrant Agent; Successor by Merger.

(1)The Warrant Agent may resign its agency and be discharged from all further duties and liabilities hereunder, subject to this Section 9.8, by giving to the Corporation not less than 60 days’ prior notice in writing or such shorter prior notice as the Corporation may accept as sufficient. The Registered Warrantholders by Extraordinary Resolution shall have power at any time to remove the existing Warrant Agent and to appoint a new warrant agent. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Corporation shall forthwith appoint a new warrant agent unless a new warrant agent has already been appointed by the Registered Warrantholders; failing such appointment by the Corporation, the retiring Warrant Agent or any Registered Warrantholder may apply to a judge of the Province of British Columbia on such notice as such judge may direct, for the appointment of a new warrant agent; but any new warrant agent so appointed by the Corporation or by the Court shall be subject to removal as aforesaid by the Registered Warrantholders. Any new warrant agent appointed under any provision of this Section 9.8 shall be an entity authorized

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to carry on the business of a trust company in the Province of British Columbia and, if required by the Applicable Legislation for any other provinces, in such other provinces. On any such appointment the new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent hereunder.

(2)Upon the appointment of a successor warrant agent, the Corporation shall promptly notify the Registered Warrantholders thereof in the manner provided for in Section 10.2.

(3)Any Warrant Certificates Authenticated but not delivered by a predecessor Warrant Agent may be Authenticated by the successor Warrant Agent in the name of the successor Warrant Agent.

(4)Any corporation into which the Warrant Agent may be merged or consolidated or amalgamated, or to which all or substantially all of its corporate trust business is sold or otherwise transferred, or any corporation resulting therefrom to which the Warrant Agent shall be a party, or any corporation succeeding to substantially the corporate trust business of the Warrant Agent shall be the successor to the Warrant Agent hereunder without any further act on its part or any of the parties hereto, provided that such corporation would be eligible for appointment as successor Warrant Agent under Section 9.8(1).

Section 9.9    Acceptance of Agency

The Warrant Agent hereby accepts the agency in this Indenture declared and provided for and agrees to perform the same upon the terms and conditions herein set forth and agrees to hold all rights, interest and benefits herein on behalf of those persons who become holders of Warrants from time to time issued under this Indenture.

Section 9.10    Warrant Agent Not to be Appointed Receiver.

The Warrant Agent and any person related to the Warrant Agent shall not be appointed a receiver, a receiver and manager or liquidator of all or any part of the assets or undertaking of the Corporation.

Section 9.11    Warrant Agent Not Required to Give Notice of Default.

The Warrant Agent shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do under the terms hereof; nor shall the Warrant Agent be required to take notice of any default hereunder, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to

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be brought to the attention of the Warrant Agent and in the absence of any such notice the Warrant Agent may for all purposes of this Indenture conclusively assume that no default has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein. Any such notice shall in no way limit any discretion herein given to the Warrant Agent to determine whether or not the Warrant Agent shall take action with respect to any default.

Section 9.12    Anti-Money Laundering.

(1)The Corporation hereby represents to the Warrant Agent that any account to be opened by, or interest to be held by the Warrant Agent in connection with this Indenture, for or to the credit of the Corporation, either (i) is not intended to be used by or on behalf of any third party; or (ii) is intended to be used by or on behalf of a third party, in which case the Corporation hereto agrees to complete and execute forthwith a declaration in the Warrant Agent’s prescribed form as to the particulars of such third party.

(2)The Warrant Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Warrant Agent, in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering, anti-terrorist or economic sanctions legislation, regulation or guideline. Further, should the Warrant Agent, in its sole judgment, determine at any time that its acting under this Indenture has resulted in its being in non- compliance with any applicable anti-money laundering, anti-terrorist or economic sanctions legislation, regulation or guideline, then it shall have the right to resign on ten (10) days written notice to the other parties to this Indenture, provided (i) that the Warrant Agent’s written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Warrant Agent’s satisfaction within such ten (10) day period, then such resignation shall not be effective.

Section 9.13    Compliance with Privacy Code.

The Corporation acknowledges that the Warrant Agent may, in the course of providing services hereunder, collect or receive financial and other personal information about the Corporation and/or their representatives, as individuals, or about other individuals related to the subject matter hereof, and use such information for the following purposes:

(a)to provide the services required under this Indenture and other services that may be requested from time to time;

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(b)to help the Warrant Agent manage its servicing relationships with such individuals;

(c)to meet the Warrant Agent’s legal and regulatory requirements; and

(d)if Social Insurance Numbers are collected by the Warrant Agent, to perform tax reporting and to assist in verification of an individual’s identity for security purposes.

The Corporation acknowledges and agrees that the Warrant Agent may receive, collect, use and disclose personal information provided to it or acquired by it in the course of its acting as agent hereunder for the purposes described above and, generally, in the manner and on the terms described in its privacy code, which the Warrant Agent shall make available on its website, www.computershare.com, or upon request, including revisions thereto. The Warrant Agent may transfer personal information to other companies in or outside of Canada that provide data processing and storage or other support in order to facilitate the services it provides.

Further, the Corporation agrees that it shall not provide or cause to be provided to the Warrant Agent any personal information relating to an individual who is not a party to this Indenture unless the Corporation has assured itself that such individual understands and has consented to the aforementioned uses and disclosures.

Section 9.14    Securities Exchange Commission Certification.

The Corporation confirms that as at the date of execution of this Agreement it does not have a class of securities registered pursuant to Section 12 of the US Securities and Exchange Act of 1934, as amended (the “Act”) or have a reporting obligation pursuant to Section 15(d) of the Act.

The Corporation covenants that in the event that (i) any class of its securities shall become registered pursuant to Section 12 of the Act or the Corporation shall incur a reporting obligation pursuant to Section 15(d) of the Act, or (ii) any such registration or reporting obligation shall be terminated by the Corporation in accordance with the Act, the Corporation shall promptly deliver to the Warrant Agent an officers’ certificate (in a form provided by the Warrant Agent notifying the Warrant Agent of such registration or termination and such other information as the Warrant Agent may require at the time). The Corporation acknowledges that the Warrant Agent is relying upon the foregoing representation and covenants in order to meet certain United States Securities and Exchange Commission (“SEC”) obligations with respect to those clients who are filing with the SEC.

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GENERAL

Section 10.1    Notice to the Corporation and the Warrant Agent.

(1)Unless herein otherwise expressly provided, any notice to be given hereunder to the Corporation or the Warrant Agent shall be deemed to be validly given if delivered, sent by registered letter, postage prepaid or emailed:

(a)If to the Corporation: enCore Energy Corp.

Suite 250 – 200 Burrard Street

Vancouver, BC V6C 3L6 Attention: William Sheriff

Email Address: WMS@encoreenergycorp.com

(b)If to the Warrant Agent:

Computershare Trust Company of Canada 3rd Floor, 510 Burrard Street

Vancouver BC V6C 3B9

Attention: General Manager, Corporate Trust

Email Address: corporatetrust.vancouver@computershare.com

and any such notice delivered in accordance with the foregoing shall be deemed to have been received and given on the date of delivery or, if mailed, on the fifth Business Day following the date of mailing such notice or, if emailed, on the next Business Day following the date of transmission.

(2)The Corporation or the Warrant Agent, as the case may be, may from time to time notify the other in the manner provided in Section 10.1(1) of a change of address which, from the effective date of such notice and until changed by like notice, shall be the address of the Corporation or the Warrant Agent, as the case may be, for all purposes of this Indenture.

(3)If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal employees, any notice to be given to the Warrant Agent or to the Corporation hereunder could reasonably be considered unlikely to reach its destination, such notice shall be valid and effective only if it is delivered to the named officer of the party to which it is addressed, as provided in Section

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10.1(1), or given by email or other means of prepaid, transmitted and recorded communication.

Section 10.2    Notice to Registered Warrantholders.

(1)Unless otherwise provided herein, notice to the Registered Warrantholders under the provisions of this Indenture shall be valid and effective if delivered or sent by ordinary prepaid post addressed to such holders at their post office addresses appearing on the register hereinbefore mentioned and shall be deemed to have been effectively received and given on the date of delivery or, if mailed, on the third Business Day following the date of mailing such notice. In the event that Warrants are held in the name of the Depository, a copy of such notice shall also be sent by electronic communication to the Depository and shall be deemed received and given on the day it is so sent.

(2)If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal employees, any notice to be given to the Registered Warrantholders hereunder could reasonably be considered unlikely to reach its destination, such notice shall be valid and effective only if it is delivered to such Registered Warrantholders to the address for such Registered Warrantholders contained in the register maintained by the Warrant Agent or such notice may be given, at the Corporation’s expense, by means of publication in the Globe and Mail, National Edition, or any other English language daily newspaper or newspapers of general circulation in Canada, in each two successive weeks, the first such notice to be published within 5 business days of such event, and any such notice published shall be deemed to have been received and given on the latest date the publication takes place.

Section 10.3    Ownership of Warrants.

The Corporation and the Warrant Agent may deem and treat the Registered Warrantholders as the absolute owner thereof for all purposes, and the Corporation and the Warrant Agent shall not be affected by any notice or knowledge to the contrary except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction. The receipt of any such Registered Warrantholder of the Warrant Shares which may be acquired pursuant thereto shall be a good discharge to the Corporation and the Warrant Agent for the same and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction.

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Section 10.4    Counterparts.

This Indenture may be executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution they shall be deemed to be dated as of the date hereof. Delivery of an executed copy of the Indenture by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Indenture as of the date hereof.

Section 10.5    Satisfaction and Discharge of Indenture.

Upon the earlier of:

(a)the date by which there shall have been delivered to the Warrant Agent for exercise or cancellation all Warrants theretofore Authenticated hereunder, in the case of Warrant Certificates (or such other instructions, in a form satisfactory to the Warrant Agent), in the case of Uncertificated Warrants, or by way of standard processing through the book entry system in the case of a CDS Global Warrant; and

(b)the Expiry Time;

and if all certificates or other entry on the register representing Warrant Shares required to be issued in compliance with the provisions hereof have been issued and delivered hereunder or to the Warrant Agent in accordance with such provisions, this Indenture shall cease to be of further effect and the Warrant Agent, on demand of and at the cost and expense of the Corporation and upon delivery to the Warrant Agent of a certificate of the Corporation stating that all conditions precedent to the satisfaction and discharge of this Indenture have been complied with, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. Notwithstanding the foregoing, the indemnities provided to the Warrant Agent by the Corporation hereunder shall remain in full force and effect and survive the termination of this Indenture.

Section 10.6    Provisions of Indenture and Warrants for the Sole Benefit of Parties and Registered Warrantholders.

Nothing in this Indenture or in the Warrants, expressed or implied, shall give or be construed to give to any person other than the parties hereto and the Registered Warrantholders, as the case may be, any legal or equitable right, remedy or claim under this Indenture, or under any covenant or provision herein or therein contained, all such covenants and provisions being for the sole benefit of the parties hereto and the Registered Warrantholders.

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Section 10.7    Common Shares or Warrants Owned by the Corporation or its Subsidiaries - Certificate to be Provided.

For the purpose of disregarding any Warrants owned legally or beneficially by the Corporation in Section 7.16, the Corporation shall provide to the Warrant Agent, from time to time, a certificate of the Corporation setting forth as at the date of such certificate:

(a)the names (other than the name of the Corporation) of the Registered Warrantholders which, to the knowledge of the Corporation, are owned by or held for the account of the Corporation; and

(b)the number of Warrants owned legally or beneficially by the Corporation;

and the Warrant Agent, in making the computations shall be entitled to rely on such certificate without any additional evidence.

Section 10.8    Severability

If, in any jurisdiction, any provision of this Indenture or its application to any party or circumstance is restricted, prohibited or unenforceable, such provision will, as to such jurisdiction, be ineffective only to the extent of such restriction, prohibition or unenforceability without invalidating the remaining provisions of this Indenture and without affecting the validity or enforceability of such provision in any other jurisdiction or without affecting its application to other parties or circumstances.

Section 10.9    Force Majeure

No party shall be liable to the other, or held in breach of this Indenture, if prevented, hindered, or delayed in the performance or observance of any provision contained herein by reason of act of God, riots, terrorism, acts of war, epidemics, governmental action or judicial order, earthquakes, or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures). Performance times under this Indenture shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section.

Section 10.10    Assignment, Successors and Assigns

Neither of the parties hereto may assign its rights or interest under this Indenture, except as provided in Section 9.8 in the case of the Warrant Agent, or as provided in Section 8.2 in the case of the Corporation. Subject thereto, this Indenture shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

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Section 10.11    Rights of Rescission and Withdrawal for Holders

Should a holder of Warrants exercise any legal, statutory, contractual or other right of withdrawal or rescission that may be available to it, and the holder’s funds which were paid on exercise have already been released to the Corporation by the Warrant Agent, the Warrant Agent shall not be responsible for ensuring the exercise is cancelled and a refund is paid back to the holder. In such cases, the holder shall seek a refund directly from the Corporation and subsequently, the Corporation, upon surrender to the Corporation or the Warrant Agent of any underlying Warrant Shares or other securities that may have been issued, or such other procedure as agreed to by the parties hereto, shall instruct the Warrant Agent in writing, to cancel the exercise transaction and any such underlying Warrant Shares or other securities on the register, which may have already been issued upon the Warrant exercise. In the event that any payment is received from the Corporation by virtue of the holder being a shareholder for such Warrants that were subsequently rescinded, such payment must be returned to the Corporation by such holder. The Warrant Agent shall not be under any duty or obligation to take any steps to ensure or enforce the return of the funds pursuant to this section, nor shall the Warrant Agent be in any other way responsible in the event that any payment is not delivered or received pursuant to this section. Notwithstanding the foregoing, in the event that the Corporation provides the refund to the Warrant Agent for distribution to the holder, the Warrant Agent shall return such funds to the holder as soon as reasonably practicable, and in so doing, the Warrant Agent shall incur no liability with respect to the delivery or non-delivery of any such funds.

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IN WITNESS WHEREOF the parties hereto have executed this Indenture under the hands of their proper officers in that behalf as of the date first written above.

ENCORE ENERGY CORP.
By:	“W. Paul Goranson”
	Name:	W. Paul Goranson
	Title:	Chief Executive Officer
By:	“William Sheriff”
	Name:	William Sheriff
	Title:	Executive Chairman
COMPUTERSHARE TRUST COMPANY OF CANADA
---	---	---
By:	“Tom Liu”
	Name:	Tom Liu
	Title:	Corporate Trust Officer
By:	“Ellis Amabel”
	Name:	Ellis Amabel
	Title:	Associate Trust Officer
A-1
---

SCHEDULE “A” FORM OF WARRANT

THE WARRANTS EVIDENCED HEREBY ARE EXERCISABLE AT OR BEFORE 4:00

P.M. (EASTERN TIME) ON MARCH 9, 2024, AFTER WHICH TIME THE WARRANTS EVIDENCED HEREBY SHALL BE DEEMED TO BE VOID AND OF NO FURTHER FORCE OR EFFECT.

For all Warrants include the following legend until such time as it is no longer required in accordance with applicable Canadian securities laws and TSX Venture Exchange policies:

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JULY 10, 2021.

WITHOUT PRIOR APPROVAL OF THE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL JULY 10, 2021.

For all Warrants issued to non-U.S. Warrantholders and registered in the name of the Depository, the also include the following legend:

(INSERT IF BEING ISSUED TO CDS)UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO ENCORE ENERGY CORP. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.

For Warrants issued to U.S. Warrantholders, also include the following legends:

THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES

A-2

SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES FOR THE BENEFIT OF ENCORE ENERGY CORP. (THE “COMPANY”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY; (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT; OR (C) IN ACCORDANCE WITH ANY OTHER REGISTRATION EXEMPTION, EVIDENCED BY AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE REASONABLY ACCEPTABLE TO THE COMPANY AND THE WARRANT AGENT, AVAILABLE UNDER THE SECURITIES ACT AND APPLICABLE STATE LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA OR ELSEWHERE.

THE WARRANTS REPRESENTED HEREBY MAY NOT BE EXERCISED UNLESS THE SHARES ISSUABLE UPON EXERCISE THEREOF MAY BE ISSUED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE LAWS OR THE WARRANTS AND SUCH SHARES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT.

A NEW CERTIFICATE BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY”, MAY BE OBTAINED FROM THE COMPANY’S WARRANT AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE WARRANT AGENT AND THE COMPANY, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND APPLICABLE FOREIGN LAW.

A-3

WARRANT

To acquire Common Shares of

ENCORE ENERGY CORP.

(incorporated pursuant to the laws of the Province of British Columbia)

Warrant Certificate No. [*]	Certificate for<br><br>Warrants, each entitling the holder to acquire one (1) Common Share (subject to adjustment as provided for in the Warrant Indenture (as defined below)<br><br>CUSIP 29259W122 ISIN CA29259W1225

THIS IS TO CERTIFY THAT, for value received,

(the “Warrantholder”) is the registered holder of the number of common share purchase warrants (the “Warrants”) of enCore Energy Corp. (the “Corporation”) specified above, and is entitled, on exercise of these Warrants upon and subject to the terms and conditions set forth herein and in the Warrant Indenture, to purchase at any time before 4:00 p.m. (Eastern time) (the “Expiry Time”) on March 9, 2024 (the “Expiry Date”), one fully paid and non-assessable common share without par value in the capital of the Corporation as constituted on the date hereof (a “Common Share”) for each Warrant subject to adjustment in accordance with the terms of the Warrant Indenture.

The right to purchase Common Shares may only be exercised by the Warrantholder within the time set forth above by:

(a)duly completing and executing the exercise form (the “Exercise Form”) attached hereto; and

(b)surrendering this warrant certificate (the “Warrant Certificate”), with the Exercise Form to the Warrant Agent at the principal office of the Warrant Agent, in the city of Vancouver, British Columbia, together with a certified cheque, bank draft or money order in the lawful money of Canada payable to or to the order of the Corporation in an amount equal to the purchase price of the Common Shares so subscribed for.

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The surrender of this Warrant Certificate, the duly completed Exercise Form and payment as provided above will be deemed to have been effected only on personal delivery thereof to, or if sent by mail or other means of transmission on actual receipt thereof by, the Warrant Agent at its principal office as set out above.

Subject to adjustment thereof in the events and in the manner set forth in the Warrant Indenture hereinafter referred to, the exercise price payable for each Common Share upon the exercise of Warrants shall be $1.30 per Common Share (the “Exercise Price”).

Certificates for the Common Shares subscribed for will be mailed to the persons specified in the Exercise Form at their respective addresses specified therein or, if so specified in the Exercise Form, delivered to such persons at the office where this Warrant Certificate is surrendered. If fewer Common Shares are purchased than the number that can be purchased pursuant to this Warrant Certificate, the holder hereof will be entitled to receive without charge a new Warrant Certificate in respect of the balance of the Common Shares not so purchased. No fractional Common Shares will be issued upon exercise of any Warrant.

This Warrant Certificate evidences Warrants of the Corporation issued or issuable under the provisions of a warrant indenture (which indenture together with all other instruments supplemental or ancillary thereto is herein referred to as the “Warrant Indenture”) dated as of March 9, 2021 between the Corporation and Computershare Trust Company of Canada, as Warrant Agent, to which Warrant Indenture reference is hereby made for particulars of the rights of the holders of Warrants, the Corporation and the Warrant Agent in respect thereof and the terms and conditions on which the Warrants are issued and held, all to the same effect as if the provisions of the Warrant Indenture were herein set forth, to all of which the holder, by acceptance hereof, assents. The Corporation will furnish to the holder, on request and without charge, a copy of the Warrant Indenture.

On presentation at the principal office of the Warrant Agent as set out above, subject to the provisions of the Warrant Indenture and on compliance with the reasonable requirements of the Warrant Agent, one or more Warrant Certificates may be exchanged for one or more Warrant Certificates entitling the holder thereof to purchase in the aggregate an equal number of Common Shares as are purchasable under the Warrant Certificate(s) so exchanged.

Neither the Warrants nor the Common Shares issuable upon exercise hereof have been or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or U.S. state securities laws. These Warrants may not be exercised in the United States or by or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States unless this security and the Common Shares issuable upon exercise of this security have been registered under the U.S. Securities Act and the

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applicable state securities legislation or an exemption from such registration requirements is available.

The Warrant Indenture contains provisions for the adjustment of the Exercise Price payable for each Common Share upon the exercise of Warrants and the number of Common Shares issuable upon the exercise of Warrants in the events and in the manner set forth therein.

The Warrant Indenture also contains provisions making binding on all holders of Warrants outstanding thereunder resolutions passed at meetings of holders of Warrants held in accordance with the provisions of the Warrant Indenture and instruments in writing signed by Warrantholders entitled to purchase a specific majority of the Common Shares that can be purchased pursuant to such Warrants.

Nothing contained in this Warrant Certificate, the Warrant Indenture or elsewhere shall be construed as conferring upon the holder hereof any right or interest whatsoever as a holder of Common Shares or any other right or interest except as herein and in the Warrant Indenture expressly provided. In the event of any discrepancy between anything contained in this Warrant Certificate and the terms and conditions of the Warrant Indenture, the terms and conditions of the Warrant Indenture shall govern.

Warrants may only be transferred in compliance with the conditions of the Warrant Indenture on the register to be kept by the Warrant Agent in Vancouver, British Columbia or such other registrar as the Corporation, with the approval of the Warrant Agent, may appoint at such other place or places, if any, as may be designated, upon surrender of this Warrant Certificate to the Warrant Agent or other registrar accompanied by a written instrument of transfer in form and execution satisfactory to the Warrant Agent or other registrar and upon compliance with the conditions prescribed in the Warrant Indenture and with such reasonable requirements as the Warrant Agent or other registrar may prescribe and upon the transfer being duly noted thereon by the Warrant Agent or other registrar. Time is of the essence hereof.

This Warrant Certificate will not be valid for any purpose until it has been countersigned by or on behalf of the Warrant Agent from time to time under the Warrant Indenture.

The parties hereto have declared that they have required that these presents and all other documents related hereto be in the English language. Les parties aux présentes déclarent qu’elles ont exigé que la présente convention, de même que tous les documents s’y rapportant, soient rédigés en anglais.

IN WITNESS WHEREOF the Corporation has caused this Warrant Certificate to be duly executed as of:

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ENCORE ENERGY CORP.

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Countersigned and Registered by:

COMPUTERSHARE TRUST COMPANY OF CANADA

By:             Authorized Signatory

By:         Authorized Signatory

By:         Authorized Signatory

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FORM OF TRANSFER

To: Computershare Trust Company of Canada

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers to

(print name and address) the Warrants represented by this Warrants Certificate and hereby irrevocably constitutes and appoints      as its attorney with full power of substitution to transfer the said securities on the appropriate register of the Warrant Agent.

In the case of a warrant certificate that contains a U.S. restrictive legend, the undersigned hereby represents, warrants and certifies that (one (only) of the following must be checked):

(A)the transfer is being made only to the Corporation;

(B)the transfer is being made outside the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act, and in compliance with any applicable local laws and regulations and the holder has provided herewith the Declaration for Removal of Legend attached as Schedule “C” to the Warrant Indenture, or

(C)the transfer is being made in a transaction that does not require registration under the U.S. Securities Act or any applicable state securities laws and the undersigned has furnished to the Corporation and the Warrant Agent an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation and the Warrant Agent to such effect.

In the case of a warrant certificate that does not contain a U.S. restrictive legend, if the proposed transfer is to, or for the account or benefit of, a U.S. Person or a person in the United States, the undersigned hereby represents, warrants and certifies that the transfer of the Warrants is being completed pursuant to an exemption from the registration requirements of the U.S. Securities Act and any applicable state securities laws, in which case the undersigned has furnished to the Corporation and the Warrant Agent an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation and the Warrant Agent to such effect.

If transfer is to a U.S. Person, check this box. DATED this day of    , 20 .

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SPACE    FOR    GUARANTEES    OF SIGNATURES (BELOW)	)<br><br>)<br><br>)<br><br>)	Signature of Transferor
---	---	---
Guarantor’s Signature/Stamp	)<br><br>)<br><br>)	Name of Transferor

REASON FOR TRANSFER – For US Residents only (where the individual(s) or corporation receiving the securities is a US resident). Please select only one (see instructions below).

Gift     Estate     Private Sale     Other (or no change in ownership) Date of Event (Date of gift, death or sale):    Value per Warrant on the date of event:

CAD OR USD

CERTAIN REQUIREMENTS RELATING TO TRANSFERS – READ CAREFULLY

The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement, or any change whatsoever. All securityholders or a legally authorized representative must sign this form. The signature(s) on this form must be guaranteed in accordance with the transfer agent’s then current guidelines and requirements at the time of transfer. Notarized or witnessed signatures are not acceptable as guaranteed signatures. As at the time of closing, you may choose one of the following methods (although subject to change in accordance with industry practice and standards):

•Canada and the USA: A Medallion Signature Guarantee obtained from a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Many commercial banks, savings banks, credit unions, and

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all broker dealers participate in a Medallion Signature Guarantee Program. The Guarantor

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must affix a stamp bearing the actual words “Medallion Guaranteed”, with the correct prefix covering the face value of the certificate.

•Canada: A Signature Guarantee obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust. The Guarantor must affix a stamp bearing the actual words “Signature Guaranteed”, sign and print their full name and alpha numeric signing number. Signature Guarantees are not accepted from Treasury Branches, Credit Unions or Caisse Populaires unless they are members of a Medallion Signature Guarantee Program. For corporate holders, corporate signing resolutions, including certificate of incumbency, are also required to accompany the transfer, unless there is a “Signature & Authority to Sign Guarantee” Stamp affixed to the transfer (as opposed to a “Signature Guaranteed” Stamp) obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust or a Medallion Signature Guarantee with the correct prefix covering the face value of the certificate.

•Outside North America: For holders located outside North America, present the certificates(s) and/or document(s) that require a guarantee to a local financial institution that has a corresponding Canadian or American affiliate which is a member of an acceptable Medallion Signature Guarantee Program. The corresponding affiliate will arrange for the signature to be over-guaranteed.

OR

The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement, or any change whatsoever. The signature(s) on this form must be guaranteed by an authorized officer of Royal Bank of Canada, Scotia Bank or TD Canada Trust whose sample signature(s) are on file with the transfer agent, or by a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Notarized or witnessed signatures are not acceptable as guaranteed signatures. The Guarantor must affix a stamp bearing the actual words: “SIGNATURE GUARANTEED”, “MEDALLION GUARANTEED” OR “SIGNATURE & AUTHORITY TO SIGN GUARANTEE”, all in

accordance with the transfer agent’s then current guidelines and requirements at the time of transfer. For corporate holders, corporate signing resolutions, including certificate of incumbency, will also be required to accompany the transfer unless there is a “SIGNATURE & AUTHORITY TO SIGN GUARANTEE” Stamp affixed to the Form of Transfer obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust or a “MEDALLION GUARANTEED” Stamp affixed to the Form of Transfer, with the correct prefix covering the face value of the certificate.

REASON FOR TRANSFER – FOR US RESIDENTS ONLY

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Consistent with US IRS regulations, Computershare is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place).

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SCHEDULE “B” EXERCISE FORM

TO:    ENCORE ENERGY CORP.

AND TO:    Computershare Trust Company of Canada 510 Burrard Street, 3rd Floor

Vancouver, BC V6C 3B9

The undersigned holder of the Warrants evidenced by this Warrant Certificate hereby exercises the right to acquire      (A) Common Shares of enCore Energy Corp.

Exercise Price Payable:

((A) multiplied by $1.30, subject to adjustment)

The undersigned hereby exercises the right of such holder to be issued, and hereby subscribes for, Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Warrant Indenture.

The undersigned hereby acknowledges that the undersigned is aware that the Common Shares received on exercise may be subject to restrictions on resale under applicable securities legislation.

Any capitalized term in this Warrant Certificate that is not otherwise defined herein, shall have the meaning ascribed thereto in the Warrant Indenture.

The undersigned represents, warrants and certifies as follows (one (only) of the following must be checked):

(A)the undersigned holder at the time of exercise of the Warrants (i) is not in the United States, (ii) is not a U.S. Person, (iii) is not exercising the Warrants for the account or benefit of a U.S. Person or a person in the United States, (iv) did not execute or deliver this exercise form in the United States and (v) delivery of the underlying Common Shares will not be to an address in the United States; OR

(B)the undersigned holder (a) is the original U.S. Investor, and (b) the representations and warranties of the holder made in the original subscription agreement remain true and correct as of the date of exercise of these Warrants; OR

(C)the undersigned holder is (i) a holder in the United States, (ii) a U.S. Person, (iii) a person exercising for the account or benefit of a U.S. Person,

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(iv) executing or delivering this exercise form in the United States or (v) requesting delivery of the underlying Common Shares in the United States, and the undersigned holder has delivered to the Corporation and the Warrant Agent (a) a completed and executed U.S. Purchaser Letter in substantially the form attached to the Warrant Indenture as Schedule “D” or (b) an opinion of counsel (which will not be sufficient unless it is in form and substance reasonably satisfactory to the Corporation and the Warrant Agent) or such other evidence reasonably satisfactory to the Corporation and the Warrant Agent to the effect that with respect to the Common Shares to be delivered upon exercise of the Warrants, the issuance of such securities has been registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration requirements is available.

It is understood that the Corporation and the Warrant Agent may require evidence to verify the foregoing representations.

Notes: (1)    Certificates will not be registered or delivered to an address in the United States unless Box B or C above is checked.

(2) If Box C above is checked, holders are encouraged to consult with the Corporation and the Warrant Agent in advance to determine that the legal opinion or other evidence tendered in connection with the exercise will be satisfactory in form and substance to the Corporation and the Warrant Agent.

“United States” and “U.S. Person” are as defined in Rule 902 of Regulation S under the U.S. Securities Act.

The undersigned hereby irrevocably directs that the said Common Shares be issued, registered and delivered as follows:

Name(s) in Full and Social Insurance Number(s)<br><br>(if applicable)	Address(es)	Number of Common Shares

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Please print full name in which certificates representing the Common Shares are to be issued. If any Common Shares are to be issued to a person or persons other than the registered holder, the registered holder must pay to the Warrant Agent all eligible transfer taxes or other government charges, if any, and the Form of Transfer must be duly executed.

Once completed and executed, this Exercise Form must be mailed or delivered to

Computershare Trust Company of Canada, c/o General Manager, Corporate Trust. DATED this     day of     , 20 .

	)
	)
Witness	)<br><br>)		<br><br>(Signature of Warrantholder, to be the same as
	)		appears on the face of this Warrant Certificate)
	)
	)
		Name of Registered Warrantholder

Please check if the certificates representing the Common Shares are to be delivered at the office where this Warrant Certificate is surrendered, failing which such certificates will be mailed to the address set out above. Certificates will be delivered or mailed as soon as practicable after the surrender of this Warrant Certificate to the Warrant Agent.

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SCHEDULE “C”

FORM OF DECLARATION FOR REMOVAL OF LEGEND

TO:    Computershare Trust Company of Canada Computershare Investor Services Inc.

as registrar and transfer agent for the Warrants and Common Shares issuable upon exercise of the Warrants of enCore Energy Corp.

AND TO: enCore Energy Corp.

The undersigned (A) acknowledges that the sale of the securities of enCore Energy Corp. (the “Corporation”) to which this declaration relates is being made in reliance on Rule 904 of Regulation S (“Regulation S”) under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and (B) certifies that (1) the undersigned is not an “affiliate” (as that term is defined in Rule 405 under the U.S. Securities Act) of the Corporation, a “distributor” (as defined in Rule 902 of Regulation S) or an affiliate of “distributor”, (2) the offer of such securities was not made to a person in the United States and either (a) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States or (b) the transaction was executed on or through the facilities of a “designated offshore securities market” (as defined in Rule 902 of Regulation S) and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on their behalf has engaged or will engage in any “directed selling efforts” in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of “washing- off” the resale restrictions imposed because the securities are “restricted securities” as that term is described in Rule 144(a)(3) under the U.S. Securities Act, (5) the seller does not intend to replace such securities sold in reliance on Rule 904 with fungible unrestricted securities, and (6) the contemplated sale is not a transaction, or part of a series of transactions, which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Unless otherwise specified, terms set forth above in quotation marks have the meanings given to them by Regulation S. The undersigned in making this Declaration acknowledges that the Corporation is relying on the contents hereof and hereby agrees to indemnify and hold harmless the Issuer for any and all liability, losses, claims and demands in any way related to the subject matter of this Declaration.

DATED this day of , 2021.

(Name of Seller)

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By:
---
<br><br>Name:
Title:

Affirmation by Seller’s Broker-Dealer (required for sales under (B)2(b) above)

We have read the foregoing representations of our customer,      (the “Seller”) dated     , with regard to our sale, for such Seller’s account, of the securities of the Corporation described therein, and on behalf of ourselves we certify and affirm that (A) we have no knowledge that the transaction had been prearranged with a buyer in the United States, (B) the transaction was executed on or through the facilities of the Toronto Stock Exchange, the TSX Venture Exchange or another designated offshore securities market, (C) neither we, nor any person acting on our behalf, have engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, and (D) no selling concession, fee or other remuneration is being paid to us in connection with this offer and sale other than the usual and customary broker’s commission that would be received by a person executing such transaction as agent. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.

DATED this day of     , 20 .

(Name of Seller)
By:
Name:
Title:

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SCHEDULE “D”

FORM OF U.S. PURCHASER CERTIFICATION UPON EXERCISE OF WARRANTS

enCore Energy Corp

Suite 250 – 200 Burrard Street Vancouver, BC V6C 3L6

Attention: President and Chief Executive Officer

• and to -

Computershare Trust Company of Canada. as Warrant Agent

Dear Sirs:

We are delivering this letter in connection with the purchase of common shares (the “Common Shares”) of enCore Energy Corp., a corporation incorporated under the laws of the Province of British Columbia (the “Corporation”) upon the exercise of warrants of the Corporation (“Warrants”), issued under the warrant indenture dated as of March 9, 2021 between the Corporation and Computershare Trust Company of Canada.

We hereby confirm that:

(a)we are an “accredited investor” (satisfying one or more of the criteria set forth in Rule 501(a) of Regulation D under the United States Securities Act of 1933 (the “U.S. Securities Act”));

(b)we are purchasing the Common Shares for our own account;

(c)we have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of purchasing the Common Shares;

(d)we are not acquiring the Common Shares with a view to distribution thereof or with any present intention of offering or selling any of the Common Shares, except (A) to the Corporation, (B) outside the United States in accordance with Rule 904 under the U.S. Securities Act or (C) inside the United States in accordance with Rule 144 under the U.S. Securities Act, if applicable, and in compliance with applicable state securities laws;

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(e)we acknowledge that we have had access to such financial and other information as we deem necessary in connection with our decision to exercise the Warrants and purchase the Common Shares; and

(f)we acknowledge that we are not purchasing the Common Shares as a result of any general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the internet or broadcast over radio, television, or the internet, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising.

We understand that the Common Shares are being offered in a transaction not involving any public offering within the United States within the meaning of the U.S. Securities Act and that the Common Shares have not been and will not be registered under the U.S. Securities Act. We further understand that any Common Shares acquired by us will be in the form of definitive physical certificates and that such certificates will bear a legend reflecting the fact that we will not offer, sell or otherwise transfer any of the Common Shares, directly or indirectly, unless (i) the sale is to the Corporation; (ii) the sale is made outside the United States in compliance with the requirements of Rule 904 of Regulation S under the U.S. Securities Act; or (iii) the sale is made in the United States

(A) pursuant to an exemption from registration under the U.S. Securities Act provided by Rule 144 thereunder, if available, and in compliance with any applicable state securities laws or (B) pursuant to a transaction that does not require registration under the U.S. Securities Act or applicable state securities laws, and in the case of each of (A) and (B), the seller has furnished to the Corporation an opinion to such effect from counsel of recognized standing reasonably satisfactory to the Corporation prior to such offer, sale or transfer.

We acknowledge that you will rely upon our confirmations, acknowledgements and agreements set forth herein, and we agree to notify you promptly in writing if any of our representations or warranties herein ceases to be accurate or complete.

DATED this     day of     , 20 .

(Name of U.S. Purchaser)
By:
<br><br>Name:
Title:

Document

Exhibit 4.6

ENCORE ENERGY CORP.

as the Corporation

and

COMPUTERSHARE TRUST COMPANY OF CANADA

as the Warrant Agent

WARRANT INDENTURE

Providing for the Issue of Warrants

Dated as of October 22, 2020

16 - 4439105.bpp011.7 Warrant Indenture

TABLE OF CONTENTS

Page No.

INTERPRETATION

TABLE OF CONTENTS

Section 1.1Definitions2

Section 1.2Gender and Number.6

Section 1.3Headings, Etc.6

Section 1.4Day not a Business Day.6

Section 1.5Time of the Essence.7

Section 1.6Monetary References.7

Section 1.7Applicable Law.7

ISSUE OF WARRANTS

Section 2.1Creation and Issue of Warrants.7

Section 2.2Terms of Warrants.7

Section 2.3Warrantholder not a Shareholder.8

Section 2.4Warrants to Rank Pari Passu.9

Section 2.5Form of Warrants, Warrant Certificates.9

Section 2.6Book Entry Warrants.9

Section 2.7Warrant Certificate.12

Section 2.8Legends.13

Section 2.9Register of Warrants16

Section 2.10Issue in Substitution for Warrant Certificates Lost, etc.17

Section 2.11Exchange of Warrant Certificates.18

Section 2.12Transfer and Ownership of Warrants.18

Section 2.13Cancellation of Surrendered Warrants.19

EXERCISE OF WARRANTS

Section 3.1Right of Exercise.20

Section 3.2Warrant Exercise.20

Section 3.3    Prohibition on Exercise by U.S. Persons; Legended Certificates    23

Section 3.4Transfer Fees and Taxes.25

Section 3.5Warrant Agency.25

Section 3.6Effect of Exercise of Warrant Certificates.26

Section 3.7Partial Exercise of Warrants; Fractions.26

Section 3.8Expiration of Warrants.27

Section 3.9Accounting and Recording.27

Section 3.10Securities Restrictions.27

TABLE OF CONTENTS

ADJUSTMENT OF NUMBER OF WARRANT SHARES AND EXERCISE PRICE

Section 4.1Adjustment of Number of Warrant Shares and Exercise Price.27

Section 4.2Entitlement to Warrant Shares on Exercise of Warrant.33

Section 4.3No Adjustment for Certain Transactions.33

Section 4.4Determination by Independent Firm.33

Section 4.5Proceedings Prior to any Action Requiring Adjustment.33

Section 4.6Certificate of Adjustment.34

Section 4.7Notice of Special Matters.34

Section 4.8No Action after Notice.34

Section 4.9Other Action.35

Section 4.10Protection of Warrant Agent.35

Section 4.11Participation by Warrantholder.35

RIGHTS OF THE CORPORATION AND COVENANTS

Section 5.1Optional Purchases by the Corporation.36

Section 5.2General Covenants.36

Section 5.3Warrant Agent’s Remuneration and Expenses.37

Section 5.4Performance of Covenants by Warrant Agent.38

Section 5.5Enforceability of Warrants.38

ENFORCEMENT

Section 6.1Suits by Registered Warrantholders.38

Section 6.2Suits by the Corporation.38

Section 6.3Immunity of Shareholders, etc.39

Section 6.4Waiver of Default.39

MEETINGS OF REGISTERED WARRANTHOLDERS

Section 7.1Right to Convene Meetings.39

Section 7.2Notice.40

Section 7.3Chairman.40

Section 7.4Quorum.40

Section 7.5Power to Adjourn.41

TABLE OF CONTENTS

Section 7.6Show of Hands.41

Section 7.7Poll and Voting.41

Section 7.8Regulations.42

Section 7.9Corporation and Warrant Agent May be Represented.42

Section 7.10Powers Exercisable by Extraordinary Resolution.42

Section 7.11Meaning of Extraordinary Resolution.44

Section 7.12Powers Cumulative.45

Section 7.13Minutes.45

Section 7.14Instruments in Writing.45

Section 7.15Binding Effect of Resolutions.45

Section 7.16Holdings by Corporation Disregarded.46

SUPPLEMENTAL INDENTURES

Section 8.1Provision for Supplemental Indentures for Certain Purposes.46

Section 8.2Successor Entities.47

CONCERNING THE WARRANT AGENT

Section 9.1Trust Indenture Legislation.47

Section 9.2Rights and Duties of Warrant Agent.48

Section 9.3Evidence, Experts and Advisers.48

Section 9.4Documents, Monies, etc. Held by Warrant Agent.49

Section 9.5Actions by Warrant Agent to Protect Interest.50

Section 9.6Warrant Agent Not Required to Give Security.50

Section 9.7Protection of Warrant Agent.50

Section 9.8Replacement of Warrant Agent; Successor by Merger.52

Section 9.9Acceptance of Agency53

Section 9.10Warrant Agent Not to be Appointed Receiver.53

Section 9.11Warrant Agent Not Required to Give Notice of Default.53

Section 9.12Anti-Money Laundering.53

Section 9.13Compliance with Privacy Code.54

Section 9.14Securities Exchange Commission Certification.55

GENERAL

Section 10.1Notice to the Corporation and the Warrant Agent.55

Section 10.2Notice to Registered Warrantholders.56

TABLE OF CONTENTS

Section 10.3Ownership of Warrants.57

Section 10.4Counterparts.57

Section 10.5Satisfaction and Discharge of Indenture.57

Section 10.6Provisions of Indenture and Warrants for the Sole Benefit of Parties and Registered Warrantholders.58

Section 10.7Common Shares or Warrants Owned by the Corporation or its Subsidiaries - Certificate to be Provided.58

Section 10.8Severability.58

Section 10.9Force Majeure59

Section 10.10Assignment, Successors and Assigns59

Section 10.11Rights of Rescission and Withdrawal for Holders59

TABLE OF CONTENTS

SCHEDULES

SCHEDULE “A” FORM OF WARRANT SCHEDULE “B” EXERCISE FORM SCHEDULE “C”

FORM OF DECLARATION FOR REMOVAL OF LEGEND SCHEDULE “D”

FORM OF U.S. PURCHASER CERTIFICATION UPON EXERCISE OF WARRANTS

WARRANT INDENTURE

THIS WARRANT INDENTURE is dated as of the 22nd day of October, 2020

BETWEEN:

ENCORE ENERGY CORP, a corporation incorporated under the laws of the Province of British Columbia (the “Corporation”),

• AND -

COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company

existing under the laws of Canada and authorized to carry on business in all provinces of Canada (the “Warrant Agent”)

WHEREAS the Corporation is proposing to issue up to a maximum of

7,314,000 Warrants pursuant to this Indenture;

AND WHEREAS pursuant to this Indenture, each Warrant shall, subject to adjustment, entitle the holder thereof to acquire one (1) Common Share (each, a “Warrant Share”) upon payment of the Exercise Price prior to the Expiry Time upon the terms and conditions herein set forth;

AND WHEREAS all acts and deeds necessary have been done and performed to make the Warrants, when created and issued as provided in this Indenture, legal, valid and binding upon the Corporation with the benefits and subject to the terms of this Indenture;

AND WHEREAS the foregoing recitals are made as representations and statements of fact by the Corporation and not by the Warrant Agent;

NOW THEREFORE, in consideration of the premises and mutual covenants hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Corporation hereby appoints the Warrant Agent as warrant agent to hold the rights, interests and benefits contained herein for and on behalf of those persons who from time to time become the holders of Warrants issued pursuant to this Indenture and the parties hereto agree as follows:

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INTERPRETATION

Section 1.1    Definitions.

In this Indenture, including the recitals and schedules hereto, and in all indentures supplemental hereto:

“Acceleration Notice” means a notice of exercise of the Acceleration Right delivered by or on behalf of the Corporation to Registered Warrantholders in accordance with Section 10.2;

“Acceleration Right” means the right of the Corporation to accelerate the Expiry Date to a date that is not less than 30 days following the date that the Acceleration Notice is delivered if, at any time after the Effective Date, the closing price of the Common Shares equals or exceeds $0.90 for a period of 5 consecutive trading days on the TSX- V, or such other Canadian stock exchange on which the Common Shares are principally traded;

“Adjustment Period” means the period from the Effective Date up to and including the Expiry Time;

“Applicable Legislation” means any statute of Canada or a province thereof, and the regulations under any such named or other statute, relating to warrant indentures or to the rights, duties and obligations of warrant agents under warrant indentures, to the extent that such provisions are at the time in force and applicable to this Indenture;

“Auditors” means Davidson & Company LLP or such other firm of chartered accountants duly appointed as auditors of the Corporation, from time to time;

“Authenticated” means (a) with respect to the issuance of a Warrant Certificate, one which has been duly signed by the Corporation or on which the signatures of the Corporation have been printed, lithographed or otherwise mechanically reproduced and authenticated by signature of an authorized officer of the Warrant Agent, and (b) with respect to the issuance of an Uncertificated Warrant, one in respect of which the Warrant Agent has completed all Internal Procedures such that the particulars of such Uncertificated Warrant as required by Section 2.7 are entered in the register of holders of Warrants, “Authenticate”, “Authenticating” and “Authentication” have the appropriate correlative meanings;

“Book Entry Participants” means institutions that participate directly or indirectly in the Depository’s book entry registration system for the Warrants;

“Book Entry Warrants” means Warrants that are to be held only by or on behalf of the Depository;

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“Business Day” means any day other than Saturday, Sunday or a statutory or civic holiday, or any other day on which banks are not open for business in the City of Vancouver, Province of British Columbia, and shall be a day on which the TSX-V is open for trading;

“CDS Global Warrants” means Warrants representing all or a portion of the aggregate number of Warrants registered in the name of the Depository and represented by an Uncertificated Warrant, or if requested by the Depository or the Corporation, by a Warrant Certificate;

“CDSX” means the settlement and clearing system of CDS Clearing and Depository Services Inc. for equity and debt securities in Canada;

“Common Shares” means, subject to Article 4, fully paid and non-assessable common shares in the capital of the Corporation as presently constituted;

“Common Share Reorganization” has the meaning set forth in Section 4.1;

“Counsel” means a barrister and/or solicitor or a firm of barristers and/or solicitors retained by the Warrant Agent or retained by the Corporation, which may or may not be counsel for the Corporation;

“Current Market Price” of the Common Shares at any date means the weighted average trading price per Common Share for such Common Shares for each day there was a closing price for the twenty (20) consecutive Trading Days ending five (5) days prior to such date on the TSX-V or if on such date the Common Shares are not listed on the TSX-V, on such stock exchange upon which such Common Shares are listed and as selected by the directors of the Corporation, or, if such Common Shares are not listed on any stock exchange then on such over-the-counter market as may be selected for such purpose by the directors of the Corporation;

“Depository” means CDS Clearing and Depository Services Inc. or such other person as is designated in writing by the Corporation to act as depository in respect of the Warrants;

“Dividends” means any dividends paid by the Corporation; “Effective Date” means the date of this Indenture;

“Exchange Rate” means the number of Warrant Shares subject to the right of purchase under each Warrant;

“Exercise Date” means, in relation to a Warrant, the Business Day on which such Warrant is validly exercised or deemed to be validly exercised in accordance with Article 3 hereof;

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“Exercise Notice” has the meaning set forth in Section 3.2(1);

“Exercise Price” at any time means the price at which a whole Warrant Share may be purchased by the exercise of a whole Warrant, which is initially $0.60 per Warrant Share, payable in immediately available Canadian funds, subject to adjustment in accordance with the provisions of Section 4.1;

“Expiry Date” means the earlier of (i) October 22, 2023; and (ii) thirty (30) days following the date of delivery of an Acceleration Notice;

“Expiry Time” means 4:00 p.m. (Eastern time) on the Expiry Date; “Extraordinary Resolution” has the meaning set forth in Section 7.11(1);

“Internal Procedures” means in respect of the making of any one or more entries to, changes in or deletions of any one or more entries in the register at any time (including without limitation, original issuance or registration of transfer of ownership) the minimum number of the Warrant Agent’s internal procedures customary at such time for the entry, change or deletion made to be complete under the operating procedures followed at the time by the Warrant Agent;

“Issue Date” means the date of issuance of the Warrants by the Corporation;

“person” means an individual, body corporate, partnership, trust, warrant agent, executor, administrator, legal representative or any unincorporated organization;

“register” means the one set of records and accounts maintained by the Warrant Agent pursuant to Section 2.9:

“Registered Warrantholders” means the persons who are registered owners of Warrants as such names appear on the register, and for greater certainty, shall include the Depository as well as the holders of Uncertificated Warrants appearing on the register of the Warrant Agent;

“Regulation D” means Regulation D as promulgated by the United States Securities and Exchange Commission under the U.S. Securities Act;

“Regulation S” means Regulation S as promulgated by the United States Securities and Exchange Commission under the U.S. Securities Act;

“Rights Offering” has the meaning set forth in Section 4.1(b); “Shareholders” means holders of Common Shares;

“Tax Act” means the Income Tax Act (Canada) and the regulations thereunder;

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“this Warrant Indenture”, “this Indenture”, “this Agreement”, “hereto” “herein”, “hereby”, “hereof” and similar expressions mean and refer to this Indenture and any indenture, deed or instrument supplemental hereto; and the expressions “Article”, “Section”, “subsection” and “paragraph” followed by a number, letter or both mean and refer to the specified article, section, subsection or paragraph of this Indenture;

“Trading Day” means, with respect to the TSX-V, a day on which such exchange is open for the transaction of business and with respect to another exchange or an over- the-counter market means a day on which such exchange or market is open for the transaction of business;

“TSX-V” means the TSX Venture Exchange Inc.;

“Uncertificated Warrant” means any Warrant which is not evidenced by a Warrant Certificate;

“United States” means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia;

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended;

“U.S. Person” has the meaning set forth in Rule 902(k) of Regulation S;

“U.S. Purchaser Letter” means the U.S. Purchaser letter in substantially the form attached hereto as Schedule “D”;

“U.S. Securities Act” means the United States Securities Act of 1933, as amended;

“U.S. Warrantholder” means any Warrantholder that is a U.S. Person, acquired Warrants in the United States or for the account or benefit of any U.S. Person or Person in the United States;

“Warrants” means the Common Share purchase warrants created by and authorized by and issuable under this Indenture, to be issued and countersigned hereunder as a Warrant Certificate and /or Uncertificated Warrant held through the book entry registration system on a no certificate issued basis, entitling the holder or holders thereof to purchase up to 7,314,000 Warrant Shares (subject to adjustment as herein provided) at the Exercise Price prior to the Expiry Time and, where the context so requires, also means the warrants issued and Authenticated hereunder, whether by way of Warrant Certificate or Uncertificated Warrant;

“Warrant Agency” means the principal office of the Warrant Agent in the City of Vancouver, British Columbia or such other place as may be designated in accordance with Section 3.5;

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“Warrant Agent” means Computershare Trust Company of Canada, in its capacity as warrant agent of the Warrants, or its successors from time to time;

“Warrant Certificate” means a certificate, substantially in the form set forth in Schedule “A” hereto, to evidence those Warrants that will be evidenced by a certificate;

“Warrantholders”, or “holders” without reference to Warrants, means the warrantholders as and in respect of Warrants registered in the name of the Depository and includes owners of Warrants who beneficially hold securities entitlements in respect of the Warrants through a Book Entry Participant or means, at a particular time, the persons entered in the register hereinafter mentioned as holders of Warrants outstanding at such time;

“Warrantholders’ Request” means an instrument signed in one or more counterparts by Registered Warrantholders entitled to acquire in the aggregate not less than 50% of the aggregate number of Warrant Shares which could be acquired pursuant to all Warrants then unexercised and outstanding, requesting the Warrant Agent to take some action or proceeding specified therein;

“written order of the Corporation”, “written request of the Corporation”, “written consent of the Corporation” and “certificate of the Corporation” mean, respectively, a written order, request, consent and certificate signed in the name of the Corporation by any two duly authorized signatories of the Corporation and may consist of one or more instruments so executed; and

“Warrant Shares” has the meaning, subject to Article 4, set forth in the preambles hereto.

Section 1.2    Gender and Number.

Words importing the singular number or masculine gender shall include the plural number or the feminine or neuter genders, and vice versa.

Section 1.3    Headings, Etc.

The division of this Indenture into Articles and Sections, the provision of a Table of Contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Indenture or of the Warrants.

Section 1.4    Day not a Business Day.

If any day on or before which any action or notice is required to be taken or given hereunder is not a Business Day, then such action or notice shall be required to

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be taken or given on or before the requisite time on the next succeeding day that is a Business Day.

Section 1.5    Time of the Essence.

Time shall be of the essence in this Indenture and each Warrant.

Section 1.6    Monetary References.

Whenever any amounts of money are referred to herein, such amounts shall be deemed to be in lawful money of Canada unless otherwise expressed.

Section 1.7    Applicable Law.

This Indenture, the Warrants, the Warrant Certificates (including all documents relating thereto, which by common accord have been and will be drafted in English) shall be construed in accordance with the laws of the Province of British Columbia, and the federal laws of Canada applicable therein and shall be treated in all respects as British Columbia contracts. Each of the parties hereto, which shall include the Warrantholders, irrevocably attorns to the exclusive jurisdiction of the courts of the Province of British Columbia with respect to all matters arising out of this Indenture and the transactions contemplated herein.

ISSUE OF WARRANTS

Section 2.1    Creation and Issue of Warrants.

A maximum of 7,314,000 Warrants (subject to adjustment as herein provided) are hereby created and authorized to be issued on the Issue Date in accordance with the terms and conditions hereof. By written order of the Corporation, the Warrant Agent shall deliver Warrants in certificated or uncertificated form pursuant to Section

2.5 hereof to Registered Warrantholders and record the name of the Registered Warrantholders on the Warrant register. Registration of interests in Warrants held by the Depository may be evidenced by a position appearing on the register for Warrants of the Warrant Agent for an amount representing the aggregate number of such Warrants outstanding from time to time.

Section 2.2    Terms of Warrants.

(1)Subject to the applicable conditions for exercise set out in Article 3 having been satisfied and subject to adjustment in accordance with Section 4.1, each whole Warrant shall entitle each Warrantholder thereof, upon exercise at any time after the Issue Date and prior to the Expiry Time, to acquire one (1) Warrant Share upon payment of the Exercise Price.

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(2)No fractional Warrants shall be issued or otherwise provided for hereunder and Warrants may only be exercised in a sufficient number to acquire whole numbers of Warrant Shares. Any fractional Warrants shall be rounded down to the nearest whole number and no consideration shall be paid for any such fractional Warrant.

(3)Each whole Warrant shall entitle the holder thereof to such other rights and privileges as are set forth in this Indenture.

(4)The number of Warrant Shares which may be purchased pursuant to the Warrants and the Exercise Price therefor shall be adjusted upon the events and in the manner specified in Section 4.1.

(5)If at any time after the Effective Date, the closing price of the Common Shares shall equal or exceed $0.90 for a period of five (5) consecutive trading days on TSX-V (or such other Canadian stock exchange on which the Common Shares are principally traded), the Corporation shall be entitled, at the option of the Corporation, to exercise the Acceleration Right by delivering, or instructing the Warrant Agent to deliver on the Corporation’s behalf, an Acceleration Notice to the Registered Warrantholders in accordance with Section 10.2 within twenty (20) Business Days following the fifth consecutive trading day that the closing price of the Common Shares equals or exceeds $0.90. The Corporation shall issue a news release within five (5) Business Days of exercising the Acceleration Right.

(6)Neither the Corporation nor the Warrant Agent shall have any obligation to deliver Warrant Shares upon the exercise of any Warrant if the person to whom such shares are to be delivered is a resident of a country or political subdivision thereof in which the Warrant Shares may not lawfully be issued pursuant to applicable securities legislation. The Corporation or the Warrant Agent may require any person to provide proof of an applicable exemption from such securities legislation to the Corporation and Warrant Agent before Warrant Shares are delivered pursuant to the exercise of any Warrant.

Section 2.3    Warrantholder not a Shareholder.

Except as may be specifically provided herein, nothing in this Indenture or in the holding of a Warrant Certificate, entitlement to a Warrant or otherwise, shall, in itself, confer or be construed as conferring upon a Warrantholder any right or interest whatsoever as a Shareholder, including, but not limited to, the right to vote at, to receive notice of, or to attend, meetings of Shareholders or any other proceedings of the Corporation, or the right to Dividends and other allocations.

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Section 2.4    Warrants to Rank Pari Passu.

All Warrants shall rank equally and without preference over each other, whatever may be the actual date of issue thereof.

Section 2.5    Form of Warrants, Warrant Certificates.

(1)The Warrants may be issued in both certificated and uncertificated form. Each Warrant originally issued to a U.S. Warrantholder will be evidenced in certificated form only and bear the applicable legends as set forth in Schedule “A” hereto. All Warrants issued in certificated form shall be evidenced by a Warrant Certificate (including all replacements issued in accordance with this Indenture), substantially in the form and bearing the applicable legends as set out in Schedule “A” hereto, which shall be dated as of the Issue Date, shall bear such distinguishing letters and numbers as the Corporation may, with the approval of the Warrant Agent, prescribe, and shall be issuable in any denomination excluding fractions. All Warrants issued to the Depository may be in either a certificated or uncertificated form, such uncertificated form being evidenced by a book position on the register of Warrantholders to be maintained by the Warrant Agent in accordance with Section 2.6.

(2)Each Warrantholder by purchasing such Warrant acknowledges and agrees that the terms and conditions set forth in the form of the Warrant Certificate set out in Schedule “A” hereto shall apply to all Warrants and Warrantholders regardless of whether such Warrants are issued in certificated or uncertificated form or whether such Warrantholders are Registered Warrantholders or owners of Warrant who beneficially hold security entitlements in respect of the Warrants through a Depository.

Section 2.6    Book Entry Warrants.

(1)Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants held in the name of the Depository having any legend set forth in Section 2.8 herein may only be held in the form of Uncertificated

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Warrants with the prior consent of the Warrant Agent and in accordance with the Internal Procedures of the Warrant Agent.

(2)Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:

(a)the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;

(b)the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;

(c)the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;

(d)the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository and has communicated such determination to the Warrant Agent;

(e)such right is required by Applicable Legislation, as determined by the Corporation and the Corporation’s Counsel;

(f)the Warrant is to be Authenticated to or for the account or benefit of a person in the United States or a U.S. Person (in which case the Warrant Certificate shall contain the applicable legend); or

(g)such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent,

following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the holder. The Corporation shall provide a certificate executed by an officer of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(2).

(3)Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis

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mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and be subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants or to any legend required by Section 2.8 and the restrictions set out in such legend) as the CDS Global Warrants or portion thereof surrendered upon such exchange.

(4)Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.

(5)Notwithstanding anything to the contrary in this Indenture, subject to Applicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.

(6)The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.

(7)Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:

(a)the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);

(b)maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or

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(c)any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Participant.

(8)The Corporation may terminate the application of this Section 2.6 in its sole discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a Person other than the Depository.

Section 2.7    Warrant Certificate.

(1)For Warrants issued in certificated form, the form of certificate representing such Warrants shall be substantially as set out in Schedule “A” hereto or such other form as is authorized from time to time by the Warrant Agent. Each Warrant Certificate shall be Authenticated on behalf of the Warrant Agent. Each Warrant Certificate shall be signed by any two duly authorized signatories of the Corporation; whose signature shall appear on the Warrant Certificate and may be printed, lithographed or otherwise mechanically reproduced thereon and, in such event, certificates so signed are as valid and binding upon the Corporation as if it had been signed manually. Any Warrant Certificate which has two signatures duly executed by the Corporation as hereinbefore provided shall be valid notwithstanding that one or more of the persons whose signature is printed, lithographed or mechanically reproduced no longer holds office at the date of issuance of such Warrant Certificate. The Warrant Certificates may be engraved, printed or lithographed, or partly in one form and partly in another, as the Warrant Agent may determine.

(2)The Warrant Agent shall Authenticate Uncertificated Warrants (whether upon original issuance, exchange, registration of transfer, partial payment, or otherwise) by completing its Internal Procedures and the Corporation shall, and hereby acknowledges that it shall, thereupon be deemed to have duly and validly issued such Uncertificated Warrants under this Indenture. Such Authentication shall be conclusive evidence that such Uncertificated Warrant has been duly issued hereunder and that the holder or holders are entitled to the benefits of this Indenture. The register shall be final and conclusive evidence as to all matters relating to Uncertificated Warrants with respect to which this Indenture requires the Warrant Agent to maintain records or accounts. In case of differences between the register at any time and any other time the register at the later time shall be controlling, absent manifest error and such Uncertificated Warrants are binding on the Corporation.

(3)Any Warrant Certificate validly issued in accordance with the terms of this Indenture in effect at the time of issue of such Warrant Certificate shall, subject to the terms of this Indenture and Applicable Legislation, validly entitle the

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holder to acquire Warrant Shares, notwithstanding that the form of such Warrant Certificate may not be in the form currently required by this Indenture.

(4)No Warrant shall be considered issued and shall be valid or obligatory or shall entitle the holder thereof to the benefits of this Indenture, until it has been Authenticated by the Warrant Agent. Authentication by the Warrant Agent, including by way of entry on the register, shall not be construed as a representation or warranty by the Warrant Agent as to the validity of this Indenture or of such Warrant Certificates or Uncertificated Warrants (except the due Authentication thereof) or as to the performance by the Corporation of its obligations under this Indenture and the Warrant Agent shall in no respect be liable or answerable for the use made of the Warrants or any of them or of the consideration thereof. Authentication by the Warrant Agent shall be conclusive evidence as against the Corporation that the Warrants so Authenticated have been duly issued hereunder and that the holder thereof is entitled to the benefits of this Indenture.

(5)No Warrant Certificate shall be considered issued and Authenticated or, if Authenticated, shall be obligatory or shall entitle the holder thereof to the benefits of this Indenture, until it has been Authenticated by signature by or on behalf of the Warrant Agent substantially in the form of the Warrant set out in Schedule “A” hereto. Such Authentication on any such Warrant Certificate shall be conclusive evidence that such Warrant Certificate is duly Authenticated and is valid and a binding obligation of the Corporation and that the holder is entitled to the benefits of this Indenture.

(6)No Uncertificated Warrant shall be considered issued and shall be obligatory or shall entitle the holder thereof to the benefits of this Indenture, until it has been Authenticated by entry on the register of the particulars of the Uncertificated Warrant. Such entry on the register of the particulars of an Uncertificated Warrant shall be conclusive evidence that such Uncertificated Warrant is a valid and binding obligation of the Corporation and that the holder is entitled to the benefits of this Indenture.

Section 2.8    Legends.

(1)Neither the Warrants nor the Warrant Shares issuable upon exercise of the Warrants have been or will be registered under the U.S. Securities Act or under any United States state securities laws. If required under United States securities laws, Warrant Certificates originally issued for the benefit or account of a U.S. Warrantholder and each Warrant Certificate issued in exchange therefor or in substitution thereof shall

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bear or be deemed to bear the following legends or such variations thereof as the Corporation may prescribe from time to time:

“THE OFFER AND SALE OF SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS,

(C) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT AND IS AVAILABLE FOR RESALE OF THE SECURITIES, OR (D) IN COMPLIANCE WITH AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT, INCLUDING RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER FURTHER UNDERSTANDS AND AGREES THAT IN THE EVENT OF A TRANSFER PURSUANT TO THE FOREGOING CLAUSE (D), THE CORPORATION WILL REQUIRE A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE

U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.”

provided that, if the Warrants are being sold outside the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act, if available, this legend may be removed by the transferor providing a declaration to the Warrant Agent in the form set forth in Schedule “C” attached hereto or as the Warrant Agent or the Corporation may prescribe from time to time, and if required by the Warrant Agent, including an opinion of counsel, of recognised standing reasonably satisfactory to the Corporation and the Warrant Agent, that the proposed transfer may be effected without registration under the U.S. Securities Act.

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The Warrant Agent shall be entitled to request any other documents that it may require in accordance with its internal policies for the removal of the legend set forth above.

(2)Each CDS Global Warrant, if issued on a certificated basis, originally issued in Canada and held by the Depository, and each CDS Global Warrant issued in exchange therefor or in substitution thereof shall bear or be deemed to bear the following legend or such variations thereof as the Corporation may prescribe from time to time:

“UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO ENCORE ENERGY CORP. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO, OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.”

(3)Each Warrant Certificate originally issued in Canada or to a Canadian holder and each CDS Global Warrant originally issued in Canada and held by the Depository on the date hereof (and each such Warrant Certificate or CDS Global Warrant, as the case may be, issued in exchange therefor or in substitution thereof prior to the date that is four months and a day after the date hereof) shall bear or be deemed to bear the following legend or such variations thereof as the Corporation may prescribe from time to time:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE FEBRUARY 23, 2021.

And, if applicable, the additional legend:

WITHOUT PRIOR APPROVAL OF THE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES

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LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL FEBRUARY 23, 2021.”

(4)Notwithstanding any other provisions of this Indenture, in processing and registering transfers of Warrants, no duty or responsibility whatsoever shall rest upon the Warrant Agent to determine the compliance by any transferor or transferee with the terms of the legend contained in Section 2.8(1), Section 2.8(2) or Section 2.8(3), or with the relevant securities laws or regulations, including, without limitation, Regulation S, and the Warrant Agent shall be entitled to assume that all transfers are legal and proper.

Section 2.9    Register of Warrants

(1)The Warrant Agent shall maintain records and accounts concerning the Warrants, whether certificated or uncertificated, which shall contain the information called for below with respect to each Warrant, together with such other information as may be required by law or as the Warrant Agent may elect to record. All such information shall be kept in one set of accounts and records which the Warrant Agent shall designate (in such manner as shall permit it to be so identified as such by an unaffiliated party) as the register of the holders of Warrants. The information to be entered for each account in the register of Warrants at any time shall include (without limitation):

(a)the name and address of the Registered Warrantholder, the date of Authentication thereof and the number of Warrants;

(b)whether such Warrant is represented by a Warrant Certificate or an Uncertificated Warrant and, if a Warrant Certificate, the unique number or code assigned to and imprinted thereupon and, if an Uncertificated Warrant, the unique number or code assigned thereto if any;

(c)whether such Warrant has been cancelled; and

(d)a register of transfers in which all transfers of Warrants and the date and other particulars of each transfer shall be entered.

The register shall be available for inspection by the Corporation and or any Warrantholder during the Warrant Agent’s regular business hours on a Business Day and upon payment to the Warrant Agent of its reasonable fees. Any Warrantholder exercising such right of inspection shall first provide an

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affidavit in form satisfactory to the Corporation and the Warrant Agent stating the name and address of the Warrantholder and agreeing not to use the information therein except in connection with an effort to call a meeting of Warrantholders or to influence the voting of Warrantholders at any meeting of Warrantholders.

(2)Once an Uncertificated Warrant has been Authenticated, the information set forth in the register with respect thereto at the time of Authentication may be altered, modified, amended, supplemented or otherwise changed only to reflect exercise or proper instructions to the Warrant Agent from the holder as provided herein, except that the Warrant Agent may act unilaterally to make purely administrative changes internal to the Warrant Agent and changes to correct errors. Each person who becomes a holder of an Uncertificated Warrant, by his, her or its acquisition thereof shall be deemed to have irrevocably (i) consented to the foregoing authority of the Warrant Agent to make such minor error corrections and (ii) agreed to pay to the Warrant Agent, promptly upon written demand, the full amount of all loss and expense (including without limitation reasonable legal fees of the Corporation and the Warrant Agent plus interest, at an appropriate then prevailing rate of interest to the Warrant Agent), sustained by the Corporation or the Warrant Agent as a proximate result of such error if, but only if and only to the extent, that such present or former holder realized any benefit as a result of such error and could reasonably have prevented, forestalled or minimized such loss and expense by prompt reporting of the error or avoidance of accepting benefits thereof whether or not such error is or should have been timely detected and corrected by the Warrant Agent; provided, that no person who is a bona fide purchaser shall have any such obligation to the Corporation or to the Warrant Agent.

Section 2.10    Issue in Substitution for Warrant Certificates Lost, etc.

(1)If any Warrant Certificate becomes mutilated or is lost, destroyed or stolen, the Corporation, subject to applicable law, shall issue and thereupon the Warrant Agent shall certify and deliver, a new Warrant Certificate of like tenor, and bearing the same legend, if applicable, as the one mutilated, lost, destroyed or stolen in exchange for and in place of and upon cancellation of such mutilated Warrant Certificate, or in lieu of and in substitution for such lost, destroyed or stolen Warrant Certificate, and the substituted Warrant Certificate shall be in a form approved by the Warrant Agent and the Warrants evidenced thereby shall be entitled to the benefits hereof and shall rank equally in accordance with its terms with all other Warrants issued or to be issued hereunder.

(2)The applicant for the issue of a new Warrant Certificate pursuant to this Section

2.10 shall bear the cost of the issue thereof and in case of loss, destruction or

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theft shall, as a condition precedent to the issuance thereof, furnish to the Corporation and to the Warrant Agent such evidence of ownership and of the loss, destruction or theft of the Warrant Certificate so lost, destroyed or stolen as shall be satisfactory to the Corporation and to the Warrant Agent, in their sole discretion, and such applicant shall also be required to furnish an indemnity and surety bond in amount and form satisfactory to the Corporation and the Warrant Agent, in their sole discretion, and shall pay the reasonable charges of the Corporation and the Warrant Agent in connection therewith.

Section 2.11    Exchange of Warrant Certificates.

(1)Any one or more Warrant Certificates representing any number of Warrants may, upon compliance with the reasonable requirements of the Warrant Agent (including compliance with applicable securities legislation), be exchanged for one or more other Warrant Certificates representing the same aggregate number of Warrants, and bearing the same legend, if applicable, as represented by the Warrant Certificate or Warrant Certificates so exchanged.

(2)Warrant Certificates may be exchanged only at the Warrant Agency or at any other place that is designated by the Corporation with the approval of the Warrant Agent. Any Warrant Certificate from the holder (or such other instructions, in form satisfactory to the Warrant Agent), tendered for exchange shall be surrendered to the Warrant Agency and cancelled by the Warrant Agent.

(3)Warrant Certificates exchanged for Warrant Certificates that bear the legend set forth in Section 2.8(1) shall bear the same legend.

Section 2.12    Transfer and Ownership of Warrants.

(1)The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” attached hereto, (b) in the case of Book Entry Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system, and (c) upon compliance with:

(i)the conditions herein;

(ii)such reasonable requirements as the Warrant Agent may prescribe; and

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(iii)all    applicable    securities    legislation    and    requirements    of regulatory authorities;

and such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Warrant Certificate, a Warrant Certificate and to the transferee of an Uncertificated Warrant, an Uncertificated Warrant, or the Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.

(2)If a Warrant Certificate tendered for transfer bears any of the legends set forth in Section 2.8(1), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and

(A) the transfer is made to the Corporation or (B) a declaration to the effect set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Warrant Agent or the Corporation may from time to time prescribe, is delivered to the Warrant Agent, and if required by the Warrant Agent, the transferor provides an opinion of counsel of recognized standing, reasonably satisfactory to the Corporation and the Warrant Agent that the proposed transfer is exempt from registration with applicable state laws and the U.S. Securities Act and that such legends may be removed.

(3)Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Warrant Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.

Section 2.13    Cancellation of Surrendered Warrants.

All Warrant Certificates surrendered pursuant to Article 3 or transferred or exchanged pursuant to Article 2 shall be cancelled by the Warrant Agent and upon such circumstances all such Uncertificated Warrants shall be deemed cancelled and so noted on the register by the Warrant Agent. Upon request by the Corporation, the Warrant Agent shall furnish to the Corporation a cancellation certificate identifying the Warrant Certificates so cancelled, the number of Warrants evidenced thereby, the number of Warrant Shares, if any, issued pursuant to such Warrants and the details of any Warrant Certificates issued in substitution or exchange for such Warrant Certificates cancelled.

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EXERCISE OF WARRANTS

Section 3.1    Right of Exercise.

Subject to the provisions hereof, each Registered Warrantholder may exercise the right conferred on such holder to subscribe for and purchase one (1) Warrant Share for each Warrant after the Issue Date and prior to the Expiry Time and in accordance with the conditions herein.

Section 3.2    Warrant Exercise.

(1)Other than Warrants held by the Depository, Registered Warrantholders of Warrant Certificates who wish to exercise the Warrants held by them in order to acquire Warrant Shares must, if permitted pursuant to the terms and conditions hereunder and as set forth in the applicable legend, complete the exercise form (the “Exercise Notice”) attached to the Warrant Certificate(s) which form is attached hereto as Schedule “B”, which may be amended by the Corporation with the consent of the Warrant Agent, if such amendment does not, in the reasonable opinion of the Corporation and the Warrant Agent, which may be based on the advice of Counsel, materially and adversely affect the rights, entitlements and interests of the Warrantholders, and deliver such certificate(s), the executed Exercise Notice and a certified cheque, bank draft or money order payable to or to the order of the Corporation for the aggregate Exercise Price to the Warrant Agent at the Warrant Agency. The Warrants represented by a Warrant Certificate shall be deemed to be surrendered upon personal delivery of such certificate, Exercise Notice and aggregate Exercise Price or, if such documents are sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent at the office referred to above.

(2)In addition to completing the Exercise Notice attached to the Warrant Certificate(s), a Warrantholder who is a person in the United States, a U.S. Person, a person exercising for the account or benefit of a U.S. Person, or person requesting delivery of the Warrant Shares issuable upon the exercise of the Warrants in the United States must (a) provide a completed and executed U.S. Purchaser Letter or (b) an opinion of counsel of recognised standing in form and substance reasonably satisfactory to the Corporation and the Warrant Agent that the exercise is exempt from the registration requirements of applicable securities laws of any state of the United States and the U.S. Securities Act; provided however that in the case of a Warrantholder that is the original purchaser of Warrants and who delivered the “Qualified Institutional Buyer Investment Letter / U.S. Accredited Investor Certificate” attached to the subscription agreement of the Corporation in connection with its purchase of Units pursuant to the private placement under which the Warrants were

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issued, such Warrantholder will not be required to deliver a U.S. Purchaser Letter or an opinion of counsel in connection with the due exercise of the Warrant at a time when the representations, warranties and covenants made by the Warrantholder in the “Qualified Institutional Buyer Investment Letter

/ U.S. Accredited Investor Certificate” remain true and correct and the Warrantholder represents to the Corporation as such.

(3)A Registered Warrantholder of Uncertificated Warrants evidenced by a security entitlement in respect of Warrants must complete the Exercise Notice and deliver the executed Exercise Notice and a certified cheque, bank draft or money order payable to or to the order of the Corporation for the aggregate Exercise Price to the Warrant Agent at the Warrant Agency. The Uncertificated Warrants shall be deemed to be surrendered upon receipt of the Exercise Notice and aggregate Exercise Price or, if such documents are sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent at the office referred to above.

(4)A beneficial owner of Uncertificated Warrants evidenced by a security entitlement in respect of Warrants in the book entry registration system who desires to exercise his or her Warrants must do so by causing a Book Entry Participant to deliver to the Depository on behalf of the entitlement holder, notice of the owner’s intention to exercise Warrants in a manner acceptable to the Depository. Forthwith upon receipt by the Depository of such notice, as well as payment for the aggregate Exercise Price, the Depository shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (a “Confirmation”) in a manner acceptable to the Warrant Agent, including by electronic means through a book based registration system, including CDSX. An electronic exercise of the Warrants initiated by the Book Entry Participant through a book based registration system, including CDSX, shall constitute a representation to both the Corporation and the Warrant Agent that the beneficial owner at the time of exercise of such Warrants (a) is not in the United States; (b) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (c) did not execute or deliver the notice of the owner’s intention to exercise such Warrants in the United States. If the Book Entry Participant is not able to make or deliver the foregoing representations by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the book based registration system, including CDSX, by the Book Entry Participant and an individually registered Warrant Certificate shall be physically issued by the Warrant Agent to such beneficial owner or Book Entry Participant and the exercise procedures set forth in Section 3.2(1) shall be followed.

(5)Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Book Entry Participant in a manner acceptable to it. A

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notice in form acceptable to the Book Entry Participant and payment from such beneficial holder should be provided to the Book Entry Participant sufficiently in advance so as to permit the Book Entry Participant to deliver notice and payment to the Depository and for the Depository in turn to deliver notice and payment to the Warrant Agent prior to the Expiry Time. The Depository will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to the Depository through the book entry registration system the Warrant Shares to which the exercising Warrantholder is entitled pursuant to the exercise. Any expense associated with the exercise process will be for the account of the entitlement holder exercising the Warrants and/or the Book Entry Participant exercising the Warrants on its behalf.

(6)By causing a Book Entry Participant to deliver notice to the Depository, a Warrantholder shall be deemed to have irrevocably surrendered his or her Warrants so exercised and appointed such Book Entry Participant to act as his or her exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise.

(7)Any notice which the Depository determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no force and effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Book Entry Participant to exercise or to give effect to the settlement thereof in accordance with the Warrantholder’s instructions will not give rise to any obligations or liability on the part of the Corporation or Warrant Agent to the Book Entry Participant or the Warrantholder.

(8)The Exercise Notice referred to in this Section 3.2 shall be signed by the Registered Warrantholder, or its executors or administrators or other legal representatives or an attorney of the Registered Warrantholder, duly appointed by an instrument in writing satisfactory to the Warrant Agent but such Exercise Notice need not be executed by the Depository.

(9)Any exercise referred to in this Section 3.2 shall require that the entire Exercise Price for Warrant Shares subscribed must be paid at the time of subscription and such Exercise Price and original Exercise Notice executed by the Registered Warrantholder or the Confirmation from the Depository must be received by the Warrant Agent prior to the Expiry Time.

(10)Warrants may only be exercised pursuant to this Section 3.2 by or on behalf of a Registered Warrantholder, as applicable, who makes the certifications set forth on the Exercise Notice set out in Schedule “B” and delivers, if applicable,

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any opinion or other evidence as required by the Warrant Agent in accordance with this Warrant Indenture.

(11)If the form of Exercise Notice set forth in the Warrant Certificate shall have been amended, the Corporation shall cause the amended Exercise Notice to be forwarded to all Registered Warrantholders.

(12)Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent’s actual business hours on any Business Day prior to the Expiry Time. Any Exercise Notice or Confirmations received by the Warrant Agent after business hours on any Business Day other than the Expiry Date will be deemed to have been received by the Warrant Agent on the next following Business Day.

(13)Any Warrant with respect to which a Confirmation or Exercise Notice is not received by the Warrant Agent before the Expiry Time shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Section 3.3    Prohibition on Exercise by U.S. Persons;

Legended Certificates

(1)Subject to Section 3.3(2) below, (i) Warrants may not be exercised within the United States or by or on behalf of any U.S. Person; and (ii) no Warrant Shares issued upon exercise of Warrants may be delivered to any address in the United States.

(2)Notwithstanding Section 3.3(1), Warrants which bear the legend set forth in Section 2.8(1) may be exercised in the United States or by or on behalf of a U.S. Person, and Warrant Shares issued upon exercise of any such Warrants may be delivered to an address in the United States, provided that (a) the Person exercising the Warrants (i) is an original U.S. Purchaser who purchased the Warrants directly from the Corporation (ii) is an institutional “accredited investor” that satisfies one or more of the criteria set forth in Rule 501(a)(1), (2),

(3)or (7) of Regulation D or is a “qualified purchaser” as defined in Section 2(a)(51) of the U.S. Investment Company Act and (b) delivers a completed and executed U.S. Purchaser Letter or provides a legal opinion in form and substance satisfactory to the Corporation and Warrant Agent which confirms that issuance of shares is in compliance with the applicable state laws and the

U.S. Securities Act; provided however that in the case of a Warrantholder that is the original purchaser of the Warrants and who delivered the “Qualified Institutional Buyer Investment Letter / U.S. Accredited Investor Certificate” attached to the subscription agreement of the Corporation in connection with its purchase of Units pursuant to the private placement under which the

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Warrants were issued, such Warrantholder will not be required to deliver a

U.S. Purchaser Letter or an opinion of counsel in connection with the due exercise of the Warrant at a time when the representations, warranties and covenants made by the Warrantholder in the “Qualified Institutional Buyer Investment Letter / U.S. Accredited Investor Certificate” remain true and correct and the Warrantholder represents to the Corporation as such.

(3)Certificates representing Warrant Shares issued upon the exercise of Warrants which bear the legend set forth in Section 2.8(1) or which are issued and delivered pursuant to Section 3.3(2) shall bear the following legend:

“THE OFFER AND SALE OF SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE

U.S. SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT AND IS AVAILABLE FOR RESALE OF THE SECURITIES, OR (D) IN COMPLIANCE WITH AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT, INCLUDING RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER FURTHER UNDERSTANDS AND AGREES THAT IN THE EVENT OF A TRANSFER PURSUANT TO THE FOREGOING CLAUSE (D), THE CORPORATION WILL REQUIRE A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.”

(4)Certificates representing Common Shares issued upon the exercise of Warrant Certificates (and issued in substitution or exchange therefor) prior to the date that is four months and one day after the date hereof shall bear the following legend:

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“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE FEBRUARY 23, 2021.

And, if applicable, the additional legend as follows:

WITHOUT PRIOR APPROVAL OF THE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL FEBRUARY 23, 2021.”

Section 3.4    Transfer Fees and Taxes.

If any of the Warrant Shares subscribed for are to be issued to a person or persons other than the Registered Warrantholder, the Registered Warrantholder shall execute the form of transfer and will comply with such reasonable requirements as the Warrant Agent may stipulate and will pay to the Corporation or the Warrant Agent on behalf of the Corporation, all applicable transfer or similar taxes and the Corporation will not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Corporation or the Warrant Agent on behalf of the Corporation, the amount of such tax or shall have established to the satisfaction of the Corporation and the Warrant Agent that such tax has been paid or that no tax is due.

Section 3.5    Warrant Agency.

To facilitate the exchange, transfer or exercise of Warrants and compliance with such other terms and conditions hereof as may be required, the Corporation has appointed the Warrant Agency, as the agency at which Warrants may be surrendered for exchange or transfer or at which Warrants may be exercised and the Warrant Agent has accepted such appointment. The Corporation may from time to time designate alternate or additional places as the Warrant Agency (subject to the Warrant Agent’s prior approval) and will give notice to the Warrant Agent of any proposed change of the Warrant Agency. Branch registers shall also be kept at such other place or places, if any, as the Corporation, with the approval of the Warrant Agent, may designate. The Warrant Agent will from time to time when requested to do so by the Corporation or any Registered Warrantholder, upon payment of the Warrant Agent’s reasonable charges, furnish a list of the names and addresses of Registered

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Warrantholders showing the number of Warrants held by each such Registered Warrantholder.

Section 3.6    Effect of Exercise of Warrant Certificates.

(1)Upon the exercise of Warrant Certificates pursuant to and in compliance with Section 3.2 and subject to Section 3.3 and Section 3.4, the Warrant Shares to be issued pursuant to the Warrants exercised shall be deemed to have been issued and the person or persons to whom such Warrant Shares are to be issued shall be deemed to have become the holder or holders of such Warrant Shares within five Business Days of the Exercise Date unless the register shall be closed on such date, in which case the Warrant Shares subscribed for shall be deemed to have been issued and such person or persons deemed to have become the holder or holders of record of such Warrant Shares, on the date on which such register is reopened. It is hereby understood that in order for persons to whom Warrant Shares are to be issued, to become holders of Warrant Shares on record on the Exercise Date, beneficial holders must commence the exercise process sufficiently in advance so that the Warrant Agent is in receipt of all items of exercise at least one Business Day prior to such Exercise Date.

(2)Within five Business Days after the Exercise Date with respect to a Warrant, the Warrant Agent shall use commercially reasonable efforts to cause to be delivered or mailed to the person or persons in whose name or names the Warrant is registered or, if so specified in writing by the holder, cause to be delivered to such person or persons at the Warrant Agency where the Warrant Certificate was surrendered, a certificate or certificates for the appropriate number of Warrant Shares subscribed for, or any other appropriate evidence of the issuance of Warrant Shares to such person or persons in respect of Warrant Shares issued under the book entry registration system or otherwise.

Section 3.7    Partial Exercise of Warrants; Fractions.

(1)The holder of any Warrants may exercise its right to acquire a number of whole Warrant Shares less than the aggregate number which the holder is entitled to acquire. In the event of any exercise of a number of Warrants less than the number which the holder is entitled to exercise, the holder of Warrants upon such exercise shall, in addition, be entitled to receive, without charge therefor, a new Warrant Certificate(s), bearing the same legend, if applicable, or other appropriate evidence of Warrants, in respect of the balance of the Warrants held by such holder and which were not then exercised.

(2)Notwithstanding anything herein contained including any adjustment provided for in Section 4.1, the Corporation shall not be required, upon the exercise of any Warrants, to issue fractions of Warrant Shares. Warrants may

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only be exercised in a sufficient number to acquire whole numbers of Warrant Shares. Any fractional Warrant Shares shall be rounded down to the nearest whole number and the holder of such Warrants shall not be entitled to any compensation in respect of any fractional Warrant Shares which is not issued.

Section 3.8    Expiration of Warrants.

Immediately after the Expiry Time, all rights under any Warrant in respect of which the right of acquisition provided for herein shall not have been exercised shall cease and terminate and each Warrant shall be void and of no further force or effect.

Section 3.9    Accounting and Recording.

(1)The Warrant Agent shall promptly account to the Corporation with respect to Warrants exercised, and shall promptly forward to the Corporation (or into an account or accounts of the Corporation with the bank or trust company designated by the Corporation for that purpose), all monies received by the Warrant Agent on the subscription of Warrant Shares through the exercise of Warrants. All such monies and any securities or other instruments, from time to time received by the Warrant Agent, shall be received in trust for, and shall be segregated and kept apart by the Warrant Agent, the Warrantholders and the Corporation as their interests may appear.

(2)The Warrant Agent shall record the particulars of Warrants exercised, which particulars shall include the names and addresses of the persons who become holders of Warrant Shares on exercise and the Exercise Date, in respect thereof. The Warrant Agent shall provide such particulars in writing to the Corporation within five Business Days of any request by the Corporation therefor.

Section 3.10    Securities Restrictions.

Notwithstanding anything herein contained, Warrant Shares will be issued upon exercise of a Warrant only in compliance with the securities laws of any applicable jurisdiction.

ADJUSTMENT OF NUMBER OF WARRANT SHARES AND EXERCISE PRICE

Section 4.1    Adjustment of Number of Warrant Shares and Exercise Price.

The subscription rights in effect under the Warrants for Warrant Shares issuable upon the exercise of the Warrants shall be subject to adjustment from time to time as follows:

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(a)if, at any time during the Adjustment Period, the Corporation shall:

(i)subdivide, re-divide or change its outstanding Common Shares into a greater number of Common Shares;

(ii)reduce, combine or consolidate its outstanding Common Shares into a lesser number of Common Shares; or

(iii)issue Common Shares or securities exchangeable for, or convertible into, Common Shares to all or substantially all of the holders of Common Shares by way of stock dividend or other distribution (other than a distribution of Common Shares upon the exercise of Warrants or any outstanding options);

(any of such events in Section 4.1(a) (i), (ii) or (iii) being called a “Common Share Reorganization”) then the Exercise Price shall be adjusted as of the effective date or record date of such subdivision, re-division, change, reduction, combination, consolidation or distribution, as the case may be, shall in the case of the events referred to in (i) or (iii) above be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, re-division, change or distribution, or shall, in the case of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination or consolidation by multiplying the Exercise Price in effect immediately prior to such effective date or record date by a fraction, the numerator of which shall be the number of Common Shares outstanding on such effective date or record date before giving effect to such Common Share Reorganization and the denominator of which shall be the number of Common Shares outstanding as of the effective date or record date after giving effect to such Common Share Reorganization (including, in the case where securities exchangeable for or convertible into Common Shares are distributed, the number of Common Share that would have been outstanding had such securities been exchanged for or converted into Common Shares on such record date or effective date). Such adjustment shall be made successively whenever any event referred to in this Section 4.1(a) shall occur. Upon any adjustment of the Exercise Price pursuant to Section 4.1(a), the Exchange Rate shall be contemporaneously adjusted by multiplying the number of Common Shares theretofore obtainable on the exercise thereof by a fraction of which the numerator shall be the Exercise Price in effect immediately prior to such adjustment and the denominator shall be the Exercise Price resulting from such adjustment;

(b)if and whenever at any time during the Adjustment Period, the Corporation shall fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of its outstanding

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Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible or exchangeable into Common Shares) at a price per Common Share (or having a conversion or exchange price per Common Share) less than 95% of the Current Market Price on such record date (a “Rights Offering”), the Exercise Price shall be adjusted immediately after such record date so that it shall equal the amount determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by the Current Market Price, and of which the denominator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares offered for subscription or purchase or into which the convertible or exchangeable securities so offered are convertible or exchangeable; any Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that no such rights or warrants are exercised prior to the expiration thereof, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or, if any such rights or warrants are exercised, to the Exercise Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights or warrants, as the case may be. Upon any adjustment of the Exercise Price pursuant to this Section 4.1(b), the Exchange Rate will be adjusted immediately after such record date so that it will equal the rate determined by multiplying the Exchange Rate in effect on such record date by a fraction, of which the numerator shall be the Exercise Price in effect immediately prior to such adjustment and the denominator shall be the Exercise Price resulting from such adjustment. Such adjustment will be made successively whenever such a record date is fixed, provided that if two or more such record dates or record dates referred to in this Section 4.1(b) are fixed within a period of 25 Trading Days, such adjustment will be made successively as if each of such record dates occurred on the earliest of such record dates;

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(c)if and whenever at any time during the Adjustment Period the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of

(i) securities of any class, whether of the Corporation or any other entity (other than Common Shares), (ii) rights, options or warrants to subscribe for or purchase Common Shares (or other securities convertible into or exchangeable for Common Shares), other than pursuant to a Rights Offering; (iii) evidences of its indebtedness or (iv) any property or other assets then, in each such case, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price on such record date, less the excess, if any, of the fair market value on such record date, as determined by the Corporation (whose determination shall be conclusive), of such securities or other assets so issued or distributed over the fair market value of any consideration received therefor by the Corporation from the holders of the Common Shares, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price; and Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that such distribution is not so made, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed. Upon any adjustment of the Exercise Price pursuant to this Section 4.1(c), the Exchange Rate will be adjusted immediately after such record date so that it will equal the rate determined by multiplying the Exchange Rate in effect on such record date by a fraction, of which the numerator shall be the Exercise Price in effect immediately prior to such adjustment and the denominator shall be the Exercise Price resulting from such adjustment;

(d)if and whenever at any time during the Adjustment Period, there is a reclassification of the Common Shares or a capital reorganization of the Corporation other than as described in Section 4.1(a) or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity, any Registered Warrantholder who has not exercised its right of acquisition prior to the effective date of such

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reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance, upon the exercise of such right thereafter, shall be entitled to receive upon payment of the Exercise Price and shall accept, in lieu of the number of Warrant Shares that prior to such effective date the Registered Warrantholder would have been entitled to receive, the number of shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such merger, amalgamation or consolidation, or to which such sale or conveyance may be made, as the case may be, that such Registered Warrantholder would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance, if, on the effective date thereof, as the case may be, the Registered Warrantholder had been the registered holder of the number of Warrant Shares to which prior to such effective date it was entitled to acquire upon the exercise of the Warrants. If determined appropriate by the Warrant Agent, relying on advice of Counsel, to give effect to or to evidence the provisions of this Section 4.1(d), the Corporation, its successor, or such purchasing body corporate, partnership, trust or other entity, as the case may be, shall, prior to or contemporaneously with any such reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, sale or conveyance, enter into an indenture which shall provide, to the extent possible, for the application of the provisions set forth in this Indenture with respect to the rights and interests thereafter of the Registered Warrantholders to the end that the provisions set forth in this Indenture shall thereafter correspondingly be made applicable, as nearly as may reasonably be, with respect to any shares, other securities or property to which a Registered Warrantholder is entitled on the exercise of its acquisition rights thereafter. Any indenture entered into between the Corporation and the Warrant Agent pursuant to the provisions of this Section 4.1(d) shall be a supplemental indenture entered into pursuant to the provisions of Article 8 hereof. Any indenture entered into between the Corporation, any successor to the Corporation or such purchasing body corporate, partnership, trust or other entity and the Warrant Agent shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 4.1 and which shall apply to successive reclassifications, capital reorganizations, amalgamations, consolidations, mergers, sales or conveyances;

(e)in any case in which this Section 4.1 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Corporation may defer, until the occurrence of

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such event, issuing to the Registered Warrantholder of any Warrant exercised after the record date and prior to completion of such event the additional Warrant Shares issuable by reason of the adjustment required by such event before giving effect to such adjustment; provided, however, that the Corporation shall deliver to such Registered Warrantholder an appropriate instrument evidencing such Registered Warrantholder’s right to receive such additional Common Shares upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares declared in favour of holders of record of Common Shares on and after the relevant date of exercise or such later date as such Registered Warrantholder would, but for the provisions of this Section 4.1(e), have become the holder of record of such additional Common Shares pursuant to Section 4.1;

(f)in any case in which Section 4.1(a)(iii), Section 4.1(b) or Section 4.1(c) require that an adjustment be made to the Exercise Price, no such adjustment shall be made if the Registered Warrantholders of the outstanding Warrants receive, subject to any required stock exchange or regulatory approval, the rights or warrants referred to in Section 4.1(a)(iii), Section 4.1(b) or the shares, rights, options, warrants, evidences of indebtedness or assets referred to in Section 4.1(c), as the case may be, in such kind and number as they would have received if they had been holders of Common Shares on the applicable record date or effective date, as the case may be, by virtue of their outstanding Warrant having then been exercised into Common Shares at the Exercise Price in effect on the applicable record date or effective date, as the case may be;

(g)the adjustments provided for in this Section 4.1 are cumulative, and shall, in the case of adjustments to the Exercise Price be computed to the nearest whole cent and shall apply to successive subdivisions, re- divisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 4.1, provided that, notwithstanding any other provision of this Section, no adjustment of the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Exercise Price then in effect; provided, however, that any adjustments which by reason of this Section 4.1(g) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; and

(h)after any adjustment pursuant to this Section 4.1, the term “Common Shares” where used in this Indenture shall be interpreted to mean

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securities of any class or classes which, as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, the Registered Warrantholder is entitled to receive upon the exercise of his Warrant, and the number of Warrant Shares indicated by any exercise made pursuant to a Warrant shall be interpreted to mean the number of Warrant Shares or other property or securities a Registered Warrantholder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, upon the full exercise of a Warrant.

Section 4.2    Entitlement to Warrant Shares on Exercise of Warrant.

All Common Shares or shares of any class or other securities, which a Registered Warrantholder is at the time in question entitled to receive on the exercise of its Warrant, whether or not as a result of adjustments made pursuant to this Article 4, shall, for the purposes of the interpretation of this Indenture, be deemed to be Warrant Shares which such Registered Warrantholder is entitled to acquire pursuant to such Warrant.

Section 4.3    No Adjustment for Certain Transactions.

Notwithstanding anything in this Article 4, no adjustment shall be made in the acquisition rights attached to the Warrants if the issue of Common Shares is being made pursuant to this Indenture or in connection with (a) any share incentive plan or restricted share plan or share purchase plan in force from time to time for directors, officers, employees, consultants or other service providers of the Corporation; or (b) the satisfaction of existing instruments issued at the date hereof.

Section 4.4    Determination by Independent Firm.

In the event of any question arising with respect to the adjustments provided for in this Article 4 such question shall be conclusively determined by an independent firm of chartered public accountants other than the Auditors, who shall have access to all necessary records of the Corporation, and such determination shall be binding upon the Corporation, the Warrant Agent, all holders and all other persons interested therein.

Section 4.5    Proceedings Prior to any Action Requiring Adjustment.

As a condition precedent to the taking of any action which would require an adjustment in any of the acquisition rights pursuant to any of the Warrants, including the number of Warrant Shares which are to be received upon the exercise thereof, the Corporation shall take any action which may, in the opinion of Counsel, be necessary

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in order that the Corporation has unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the Warrant Shares which the holders of such Warrants are entitled to receive on the full exercise thereof in accordance with the provisions hereof.

Section 4.6    Certificate of Adjustment.

The Corporation shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.1, deliver a certificate of the Corporation to the Warrant Agent specifying the nature of the event requiring the same and the amount of the adjustment or readjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate may be supported by a certificate of the Corporation’s Auditors verifying such calculation if requested by the Warrant Agent at their discretion. The Warrant Agent shall rely, and shall be protected in so doing, upon the certificate of the Corporation or of the Corporation’s Auditor and any other document filed by the Corporation pursuant to this Article 4 for all purposes.

Section 4.7    Notice of Special Matters.

The Corporation covenants with the Warrant Agent that, so long as any Warrant remains outstanding, it will give notice to the Warrant Agent and to the Registered Warrantholders of its intention to fix a record date that is prior to the Expiry Date for any matter for which an adjustment may be required pursuant to Section 4.1 Such notice shall specify the particulars of such event and the record date for such event, provided that the Corporation shall only be required to specify in the notice such particulars of the event as shall have been fixed and determined on the date on which the notice is given. The notice shall be given in each case not less than

14 days prior to such applicable record date. If notice has been given and the adjustment is not then determinable, the Corporation shall promptly, after the adjustment is determinable, file with the Warrant Agent a computation of the adjustment and give notice to the Registered Warrantholders of such adjustment computation.

Section 4.8    No Action after Notice.

The Corporation covenants with the Warrant Agent that it will not close its transfer books or take any other corporate action which might deprive the Registered Warrantholder of the opportunity to exercise its right of acquisition pursuant thereto during the period of 14 days after the giving of the certificate or notices set forth in Section 4.6 and Section 4.7.

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Section 4.9    Other Action.

If the Corporation, after the date hereof, shall take any action affecting the Common Shares other than action described in Section 4.1, which in the reasonable opinion of the directors of the Corporation would materially affect the rights of Registered Warrantholders, the Exercise Price and/or Exchange Rate, the number of Warrant Shares which may be acquired upon exercise of the Warrants shall be adjusted in such manner and at such time, by action of the directors, acting reasonably and in good faith, in their sole discretion as they may determine to be equitable to the Registered Warrantholders in the circumstances, provided that no such adjustment will be made unless any requisite prior approval of any stock exchange on which the Common Shares are listed for trading has been obtained.

Section 4.10    Protection of Warrant Agent.

The Warrant Agent shall not:

(a)at any time be under any duty or responsibility to any Registered Warrantholder to determine whether any facts exist which may require any adjustment contemplated by Section 4.1, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making the same;

(b)be accountable with respect to the validity or value (or the kind or amount) of any Warrant Shares or of any other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Warrant;

(c)be responsible for any failure of the Corporation to issue, transfer or deliver Warrant Shares or certificates for the same upon the surrender of any Warrants for the purpose of the exercise of such rights or to comply with any of the covenants contained in this Article; and

(d)incur any liability or be in any way responsible for the consequences of any breach on the part of the Corporation of any of the representations, warranties or covenants herein contained or of any acts of the directors, officers, employees, agents or servants of the Corporation.

Section 4.11    Participation by Warrantholder.

No adjustments shall be made pursuant to this Article 4 if the Registered Warrantholders are entitled to participate in any event described in this Article 4 on the same terms, mutatis mutandis, as if the Registered Warrantholders had exercised their Warrants prior to, or on the effective date or record date of, such event and any

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such participation will be subject to the prior approval of the TSX-V where required by the policies of the TSX-V.

RIGHTS OF THE CORPORATION AND COVENANTS

Section 5.1    Optional Purchases by the Corporation.

Subject to compliance with applicable securities legislation and approval of applicable regulatory authorities, if any, the Corporation may from time to time purchase by private contract or otherwise any of the Warrants. Any such purchase shall be made at the lowest price or prices at which, in the opinion of the directors of the Corporation, such Warrants are then obtainable, plus reasonable costs of purchase, and may be made in such manner, from such persons and on such other terms as the Corporation, in its sole discretion, may determine. In the case of Warrant Certificates, Warrant Certificates representing the Warrants purchased pursuant to this Section 5.1 shall forthwith be delivered to and cancelled by the Warrant Agent and reflected accordingly on the register of Warrants. In the case of Uncertificated Warrants, the Warrants purchased pursuant to this Section 5.1 shall be reflected accordingly on the register of Warrants and in accordance with procedures prescribed by the Depository under the book entry registration system. No Warrants shall be issued in replacement thereof.

Section 5.2    General Covenants.

The Corporation covenants with the Warrant Agent that so long as any Warrants remain outstanding:

(a)it will reserve and keep available a sufficient number of Common Shares for the purpose of enabling it to satisfy its obligations to issue Warrant Shares upon the exercise of the Warrants;

(b)it will cause the Warrant Shares from time to time acquired pursuant to the exercise of the Warrants to be duly issued and delivered in accordance with the Warrants and the terms hereof;

(c)all Warrant Shares which shall be issued upon exercise of the right to acquire provided for herein shall be fully paid and non-assessable, free and clear of all encumbrances;

(d)it will use reasonable commercial efforts to maintain its existence and carry on its business in the ordinary course;

(e)it will use reasonable commercial efforts to ensure that all Common Shares outstanding or issuable from time to time (including without

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limitation the Warrant Shares issuable on the exercise of the Warrants) continue to be or are listed and posted for trading on the TSX-V (or such other Canadian stock exchange acceptable to the Corporation), provided that this clause shall not be construed as limiting or restricting the Corporation from completing a consolidation, amalgamation, arrangement, takeover bid or merger that would result in the Common Shares ceasing to be listed and posted for trading on the TSX-V, so long as the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada, or cash, or the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the policies of the TSX-V;

(f)it will make all requisite filings under applicable Canadian securities legislation including those necessary to remain a reporting issuer not in default in each of the provinces and other Canadian jurisdictions where it is or becomes a reporting issuer;

(g)generally, it will well and truly perform and carry out all of the acts or things to be done by it as provided in this Indenture; and

(h)the Corporation will promptly notify the Warrant Agent and the Warrantholders in writing of any default under the terms of this Warrant Indenture which remains unrectified for more than five days following its occurrence.

Section 5.3    Warrant Agent’s Remuneration and Expenses.

The Corporation covenants that it will pay to the Warrant Agent from time to time reasonable remuneration for its services hereunder and will pay or reimburse the Warrant Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Warrant Agent in the administration or execution of its duties hereby created (including the reasonable compensation and the disbursements of its Counsel and all other advisers and assistants not regularly in its employ) both before any default hereunder and thereafter until all duties of the Warrant Agent hereunder shall be finally and fully performed. Any amount owing hereunder and remaining unpaid after 30 days from the invoice date will bear interest at the then current rate charged by the Warrant Agent against unpaid invoices and shall be payable upon demand. This Section shall survive the resignation or removal of the Warrant Agent and/or the termination of this Indenture.

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Section 5.4    Performance of Covenants by Warrant Agent.

If the Corporation shall fail to perform any of its covenants contained in this Indenture, the Warrant Agent may notify the Registered Warrantholders of such failure on the part of the Corporation and may itself perform any of the covenants capable of being performed by it but, subject to Section 9.2, shall be under no obligation to perform said covenants or to notify the Registered Warrantholders of such performance by it. All sums expended or advanced by the Warrant Agent in so doing shall be repayable as provided in Section 5.3. No such performance, expenditure or advance by the Warrant Agent shall relieve the Corporation of any default hereunder or of its continuing obligations under the covenants herein contained.

Section 5.5    Enforceability of Warrants.

The Corporation covenants and agrees that it is duly authorized to create and issue the Warrants to be issued hereunder and that the Warrants, when issued and Authenticated as herein provided, will be valid and enforceable against the Corporation in accordance with the provisions hereof and the terms hereof and that, subject to the provisions of this Indenture, the Corporation will cause the Warrant Shares from time to time acquired upon exercise of Warrants issued under this Indenture to be duly issued and delivered in accordance with the terms of this Indenture.

ENFORCEMENT

Section 6.1    Suits by Registered Warrantholders.

All or any of the rights conferred upon any Registered Warrantholder by any of the terms of this Indenture may be enforced by the Registered Warrantholder by appropriate proceedings but without prejudice to the right which is hereby conferred upon the Warrant Agent to proceed in its own name to enforce each and all of the provisions herein contained for the benefit of the Registered Warrantholders.

Section 6.2    Suits by the Corporation.

The Corporation shall have the right to enforce full payment of the Exercise Price of all Warrant Shares issued by the Warrant Agent to a Registered Warrantholder hereunder and shall be entitled to demand such payment from the Registered Warrantholder or alternatively to instruct the Warrant Agent to cancel the share certificates representing such Warrant Shares and amend the securities register of the Corporation accordingly.

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Section 6.3    Immunity of Shareholders, etc.

The Warrant Agent and the Warrantholders hereby waive and release any right, cause of action or remedy now or hereafter existing in any jurisdiction against any incorporator or any past, present or future shareholder, trustee, employee or agent of the Corporation or any successor entity on any covenant, agreement, representation or warranty by the Corporation herein.

Section 6.4    Waiver of Default.

Upon the happening of any default hereunder:

(a)the Registered Warrantholders of not less than 51% of the Warrants then outstanding shall have power (in addition to the powers exercisable by Extraordinary Resolution) by requisition in writing to instruct the Warrant Agent to waive any default hereunder and the Warrant Agent shall thereupon waive the default upon such terms and conditions as shall be prescribed in such requisition; or

(b)the Warrant Agent shall have power to waive any default hereunder upon such terms and conditions as the Warrant Agent may deem advisable, on the advice of Counsel, if, in the Warrant Agent’s opinion, based on the advice of Counsel, the same shall have been cured or adequate provision made therefor;

provided that no delay or omission of the Warrant Agent or of the Registered Warrantholders to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein and provided further that no act or omission either of the Warrant Agent or of the Registered Warrantholders in the premises shall extend to or be taken in any manner whatsoever to affect any subsequent default hereunder of the rights resulting therefrom.

MEETINGS OF REGISTERED WARRANTHOLDERS

Section 7.1    Right to Convene Meetings.

The Warrant Agent may at any time and from time to time, and shall on receipt of a written request of the Corporation or of a Warrantholders’ Request and upon being indemnified and funded to its reasonable satisfaction by the Corporation or by the Registered Warrantholders signing such Warrantholders’ Request against the costs which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the Registered Warrantholders. If the Warrant Agent fails to so call a meeting within seven days after receipt of such written request of the

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Corporation or within 30 days after receipt of such Warrantholders’ Request and the indemnity and funding given as aforesaid, the Corporation or such Registered Warrantholders, as the case may be, may convene such meeting. Every such meeting shall be held in the City of Vancouver, British Columbia or at such other place as may be approved or determined by the Warrant Agent and the Corporation.

Section 7.2    Notice.

At least 21 days’ prior written notice of any meeting of Registered Warrantholders shall be given to the Registered Warrantholders in the manner provided for in Section 10.2 and a copy of such notice shall be sent by mail to the Warrant Agent (unless the meeting has been called by the Warrant Agent) and to the Corporation (unless the meeting has been called by the Corporation). Such notice shall state the time when and the place where the meeting is to be held, shall state briefly the general nature of the business to be transacted thereat and shall contain such information as is reasonably necessary to enable the Registered Warrantholders to make a reasoned decision on the matter, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed or any of the provisions of this Section 7.2.

Section 7.3    Chairman.

An individual (who need not be a Registered Warrantholder) designated in writing by the Warrant Agent shall be chairman of the meeting and if no individual is so designated, or if the individual so designated is not present within fifteen minutes from the time fixed for the holding of the meeting, the Registered Warrantholders present in person or by proxy shall choose an individual present to be chairman.

Section 7.4    Quorum.

Subject to the provisions of Section 7.11, at any meeting of the Registered Warrantholders a quorum shall consist of Registered Warrantholder(s) present in person or by proxy and entitled to purchase at least 25% of the aggregate number of Warrant Shares which may be acquired pursuant to all the then outstanding Warrants. If a quorum of the Registered Warrantholders shall not be present within thirty minutes from the time fixed for holding any meeting, the meeting, if summoned by Registered Warrantholders or on a Warrantholders’ Request, shall be dissolved; but in any other case the meeting shall be adjourned to the same day in the next week (unless such day is not a Business Day, in which case it shall be adjourned to the next following Business Day) at the same time and place and no notice of the adjournment need be given. Any business may be brought before or dealt with at an adjourned meeting which might have been dealt with at the original meeting in accordance with the notice calling the same. No business shall be transacted at any meeting unless a

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quorum be present at the commencement of business. At the adjourned meeting the Registered Warrantholders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened, notwithstanding that they may not be entitled to acquire at least 10% of the aggregate number of Warrant Shares which may be acquired pursuant to all then outstanding Warrants.

Section 7.5    Power to Adjourn.

The chairman of any meeting at which a quorum of the Registered Warrantholders is present may, with the consent of the meeting, adjourn any such meeting, and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe.

Section 7.6    Show of Hands.

Every question submitted to a meeting shall be decided in the first place by a majority of the votes given on a show of hands except that votes on an Extraordinary Resolution shall be given in the manner hereinafter provided. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.

Section 7.7    Poll and Voting.

(1)On every Extraordinary Resolution, and on any other question submitted to a meeting and after a vote by show of hands when demanded by the chairman or by one or more of the Registered Warrantholders acting in person or by proxy and entitled to acquire in the aggregate at least 5% of the aggregate number of Warrant Shares which may be acquired pursuant to all the Warrants then outstanding, a poll shall be taken in such manner as the chairman shall direct. Questions other than those required to be determined by Extraordinary Resolution shall be decided by a majority of the votes cast on the poll.

(2)On a show of hands, every person who is present and entitled to vote, whether as a Registered Warrantholder or as proxy for one or more absent Registered Warrantholders, or both, shall have one vote. On a poll, each Registered Warrantholder present in person or represented by a proxy duly appointed by instrument in writing shall be entitled to one vote in respect of each Warrant then held or represented by it. A proxy need not be a Registered Warrantholder. The chairman of any meeting shall be entitled, both on a show of hands and on a poll, to vote in respect of the Warrants, if any, held or represented by him.

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Section 7.8    Regulations.

(1)The Warrant Agent, or the Corporation with the approval of the Warrant Agent, may from time to time make and from time to time vary such regulations as it shall think fit for the setting of the record date for a meeting for the purpose of determining Registered Warrantholders entitled to receive notice of and to vote at the meeting.

(2)Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a Registered Warrantholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9), shall be Registered Warrantholders or proxies of Registered Warrantholders.

Section 7.9    Corporation and Warrant Agent May be Represented.

The Corporation and the Warrant Agent, by their respective directors, officers, agents, and employees and the Counsel for the Corporation and for the Warrant Agent may attend any meeting of the Registered Warrantholders.

Section 7.10    Powers Exercisable by Extraordinary Resolution.

In addition to all other powers conferred upon them by any other provisions of this Indenture or by law, the Registered Warrantholders at a meeting shall, subject to the provisions of Section 7.11, have the power exercisable from time to time by Extraordinary Resolution:

(a)to agree to any modification, abrogation, alteration, compromise or arrangement of the rights of Registered Warrantholders or the Warrant Agent in its capacity as warrant agent hereunder (subject to the Warrant Agent’s prior consent, acting reasonably) or on behalf of the Registered Warrantholders against the Corporation whether such rights arise under this Indenture or otherwise;

(b)to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Registered Warrantholders;

(c)to direct or to authorize the Warrant Agent, subject to Section 9.2(2) hereof, to enforce any of the covenants on the part of the Corporation contained in this Indenture or to enforce any of the rights of the Registered Warrantholders in any manner specified in such Extraordinary Resolution or to refrain from enforcing any such covenant or right;

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(d)to waive, and to direct the Warrant Agent to waive, any default on the part of the Corporation in complying with any provisions of this Indenture either unconditionally or upon any conditions specified in such Extraordinary Resolution;

(e)to restrain any Registered Warrantholder from taking or instituting any suit, action or proceeding against the Corporation for the enforcement of any of the covenants on the part of the Corporation in this Indenture or to enforce any of the rights of the Registered Warrantholders;

(f)to direct any Registered Warrantholder who, as such, has brought any suit, action or proceeding to stay or to discontinue or otherwise to deal with the same upon payment of the costs, charges and expenses reasonably and properly incurred by such Registered Warrantholder in connection therewith;

(g)to assent to any change in or omission from the provisions contained in this Indenture or any ancillary or supplemental instrument which may be agreed to by the Corporation, and to authorize the Warrant Agent to concur in and execute any ancillary or supplemental indenture embodying the change or omission;

(h)with the consent of the Corporation, such consent not to be unreasonably withheld, to remove the Warrant Agent or its successor in office and to appoint a new warrant agent or warrant agents to take the place of the Warrant Agent so removed; and

(i)to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation.

Notwithstanding the foregoing, unless the Corporation otherwise consents, and subject to the provisions of the TSX-V or such other stock exchange on which the Common Shares or Warrants may be listed, no Extraordinary Resolution passed pursuant to this Indenture will be effective or enforceable against the Corporation if it purports to modify or alter the material terms of the Warrants, which terms shall include, but not be limited to:

(i)the Exercise Price;

(ii)the Expiry Date;

(iii)the Acceleration Right; and

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(iv)the number of Warrant Shares which may be acquired on exercise of the Warrants;

unless such modification or alteration is provided for in Article 4.

Section 7.11    Meaning of Extraordinary Resolution.

(1)The expression “Extraordinary Resolution” when used in this Indenture means, subject as hereinafter provided in this Section 7.11 and in Section 7.14, a resolution either (i) proposed at a meeting of Registered Warrantholders duly convened for that purpose and held in accordance with the provisions of this Article 7 at which there are present in person or by proxy Registered Warrantholders holding at least 25% of the aggregate number of Warrant Shares that may be acquired on exercise of the Warrants and passed by the affirmative votes of Registered Warrantholders holding not less than 66 2/3% of the aggregate number of Warrant Shares that may be acquired on exercise of the Warrants at the meeting and voted on the poll upon such resolution; or

(ii) adopted by an instrument in writing signed by the holders of Warrants representing not less than 66 2/3% of the aggregate number of Warrant Shares that may be acquired on exercise of the then outstanding Warrants.

(2)If, at the meeting at which an Extraordinary Resolution is to be considered, Registered Warrantholders holding at least 25% of the aggregate number of Warrant Shares that may be acquired on exercise of the then outstanding Warrants are not present in person or by proxy within 30 minutes after the time appointed for the meeting, then the meeting, if convened by Registered Warrantholders or on a Warrantholders’ Request, shall be dissolved; but in any other case it shall stand adjourned to such day, being not less than 15 or more than 60 days later, and to such place and time as may be appointed by the chairman. Not less than 14 days’ prior notice shall be given of the time and place of such adjourned meeting in the manner provided for in Section 10.2. Such notice shall state that at the adjourned meeting the Registered Warrantholders present in person or by proxy shall form a quorum but it shall not be necessary to set forth the purposes for which the meeting was originally called or any other particulars. At the adjourned meeting the Registered Warrantholders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened and a resolution proposed at such adjourned meeting and passed by the requisite vote as provided in Section 7.11(1) shall be an Extraordinary Resolution within the meaning of this Indenture notwithstanding that Registered Warrantholders entitled to acquire at least 25% of the aggregate number of Warrant Shares which may be acquired pursuant to all the then outstanding Warrants are not present in person or by proxy at such adjourned meeting.

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(3)Subject to Section 7.14, votes on an Extraordinary Resolution shall always be given on a poll and no demand for a poll on an Extraordinary Resolution shall be necessary.

Section 7.12    Powers Cumulative.

Any one or more of the powers or any combination of the powers in this Indenture stated to be exercisable by the Registered Warrantholders by Extraordinary Resolution or otherwise may be exercised from time to time and the exercise of any one or more of such powers or any combination of powers from time to time shall not be deemed to exhaust the right of the Registered Warrantholders to exercise such power or powers or combination of powers then or thereafter from time to time.

Section 7.13    Minutes.

Minutes of all resolutions and proceedings at every meeting of Registered Warrantholders shall be made and duly recorded in the books and such minutes as aforesaid, if signed by the chairman or the secretary of the meeting at which such resolutions were passed or proceedings had shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting in respect of the proceedings of which minutes shall have been made shall be deemed to have been duly convened and held, and all resolutions passed thereat or proceedings taken shall be deemed to have been duly passed and taken.

Section 7.14    Instruments in Writing.

All actions which may be taken and all powers that may be exercised by the Registered Warrantholders at a meeting held as provided in this Article 7 may also be taken and exercised by Registered Warrantholders holding at least 66 2/3% of the aggregate number of the then outstanding Warrants by an instrument in writing signed in one or more counterparts by such Registered Warrantholders in person or by attorney duly appointed in writing, and the expression “Extraordinary Resolution” when used in this Indenture shall include an instrument so signed.

Section 7.15    Binding Effect of Resolutions.

Every resolution and every Extraordinary Resolution passed in accordance with the provisions of this Article 7 at a meeting of Registered Warrantholders shall be binding upon all the Warrantholders, whether present at or absent from such meeting, and every instrument in writing signed by Registered Warrantholders in accordance with Section 7.14 shall be binding upon all the Warrantholders, whether signatories thereto or not, and each and every Warrantholder and the Warrant Agent (subject to the provisions for indemnity herein contained) shall be bound to give effect accordingly to every such resolution and instrument in writing.

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Section 7.16    Holdings by Corporation Disregarded.

In determining whether Registered Warrantholders holding Warrants evidencing the entitlement to acquire the required number of Warrant Shares are present at a meeting of Registered Warrantholders for the purpose of determining a quorum or have concurred in any consent, waiver, Extraordinary Resolution, Warrantholders’ Request or other action under this Indenture, Warrants owned legally or beneficially by the Corporation shall be disregarded in accordance with the provisions of Section 10.7.

SUPPLEMENTAL INDENTURES

Section 8.1    Provision for Supplemental Indentures for Certain Purposes.

From time to time, the Corporation (when authorized by action of the directors of the Corporation) and the Warrant Agent may, subject to the provisions hereof and subject to the prior approval of the TSX-V, as need be, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, indentures or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:

(a)setting forth any adjustments resulting from the application of the provisions of Article 4;

(b)adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the premises, provided that the same are not in the opinion of the Warrant Agent, relying on the advice of Counsel, prejudicial to the interests of the Registered Warrantholders;

(c)giving effect to any Extraordinary Resolution passed as provided in Section 7.11;

(d)making such provisions not inconsistent with this Indenture as may be necessary or desirable with respect to matters or questions arising hereunder or for the purpose of obtaining a listing or quotation of the Warrants on any stock exchange or quotation system, provided that such provisions are not, in the opinion of the Warrant Agent, relying on the advice of Counsel, prejudicial to the interests of the Registered Warrantholders;

(e)adding to or altering the provisions hereof in respect of the transfer of Warrants, making provision for the exchange of Warrants, and making

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any modification in the form of the Warrant Certificates which does not affect the substance thereof;

(f)modifying any of the provisions of this Indenture, including relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Warrant Agent, relying on the advice of Counsel, such modification or relief in no way prejudices any of the rights of the Registered Warrantholders or of the Warrant Agent, and provided further that the Warrant Agent may in its sole discretion decline to enter into any such supplemental indenture which in its opinion may not afford adequate protection to the Warrant Agent when the same shall become operative;

(g)providing for the issuance of additional Warrants hereunder, including Warrants in excess of the number set out in Section 2.1 and any consequential amendments hereto as may be required by the Warrant Agent relying on the advice of Counsel; and

(h)for any other purpose not inconsistent with the terms of this Indenture, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Warrant Agent, relying on the advice of Counsel, the rights of the Warrant Agent and of the Registered Warrantholders are in no way prejudiced thereby.

Section 8.2    Successor Entities.

In the case of the consolidation, amalgamation, arrangement, merger or transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to or with another entity (“successor entity”), the successor entity resulting from such consolidation, amalgamation, arrangement, merger or transfer (if not the Corporation) shall expressly assume, by supplemental indenture satisfactory in form to the Warrant Agent and executed and delivered to the Warrant Agent, the due and punctual performance and observance of each and every covenant and condition of this Indenture to be performed and observed by the Corporation.

CONCERNING THE WARRANT AGENT

Section 9.1    Trust Indenture Legislation.

(1)If and to the extent that any provision of this Indenture limits, qualifies or conflicts with a mandatory requirement of Applicable Legislation, such mandatory requirement shall prevail.

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(2)The Corporation and the Warrant Agent agree that each will, at all times in relation to this Indenture and any action to be taken hereunder, observe and comply with and be entitled to the benefits of Applicable Legislation.

Section 9.2    Rights and Duties of Warrant Agent.

(1)In the exercise of the rights and duties prescribed or conferred by the terms of this Indenture, the Warrant Agent shall exercise that degree of care, diligence and skill that a reasonably prudent warrant agent would exercise in comparable circumstances. No provision of this Indenture shall be construed to relieve the Warrant Agent from liability for its own gross negligence, wilful misconduct, bad faith or fraud under this Indenture.

(2)The obligation of the Warrant Agent to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Warrant Agent or the Registered Warrantholders hereunder shall be conditional upon the Registered Warrantholders furnishing, when required by notice by the Warrant Agent, sufficient funds to commence or to continue such act, action or proceeding and an indemnity reasonably satisfactory to the Warrant Agent to protect and to hold harmless the Warrant Agent and its officers, directors, employees and agents, against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. None of the provisions contained in this Indenture shall require the Warrant Agent to expend or to risk its own funds or otherwise to incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as aforesaid.

(3)The Warrant Agent may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Registered Warrantholders, at whose instance it is acting to deposit with the Warrant Agent the Warrants Certificates held by them, for which Warrants the Warrant Agent shall issue receipts.

(4)Every provision of this Indenture that by its terms relieves the Warrant Agent of liability or entitles it to rely upon any evidence submitted to it is subject to the provisions of Applicable Legislation.

Section 9.3    Evidence, Experts and Advisers.

(1)In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation.

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(2)In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture.

(3)Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent take the action to be based thereon.

(4)The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent.

(5)The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration of the agency hereof.

Section 9.4    Documents, Monies, etc. Held by Warrant Agent.

Until released in accordance with this Indenture, any funds received hereunder shall be kept in segregated records of the Warrant Agent and the Warrant Agent shall place the funds in segregated trust accounts of the Warrant Agent at one or more of the Canadian Chartered Banks listed in Schedule 1 of the Bank Act (Canada) (“Approved Bank”). All amounts held by the Warrant Agent pursuant to this Agreement shall be held by the Warrant Agent for the Corporation and the delivery of the funds to the Warrant Agent shall not give rise to a debtor-creditor or other similar relationship. The amounts held by the Warrant Agent pursuant to this Agreement are at the sole risk of the Corporation and, without limiting the generality of the foregoing, the Warrant Agent shall have no responsibility or liability for any

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diminution of the funds which may result from any deposit made with an Approved Bank pursuant to this section, including any losses resulting from a default by the Approved Bank or other credit losses (whether or not resulting from such a default). The parties hereto acknowledge and agree that the Warrant Agent will have acted prudently in depositing the funds at any Approved Bank, and that the Warrant Agent is not required to make any further inquiries in respect of any such bank. The Warrant Agent may hold cash balances constituting part or all of such monies and need not, invest the same; the Warrant Agent shall not be liable to account for any profit to any parties to this Indenture or to any other person or entity.

Section 9.5    Actions by Warrant Agent to Protect Interest.

The Warrant Agent shall have power to institute and to maintain such actions and proceedings as it may consider necessary or expedient to preserve, protect or enforce its interests and the interests of the Registered Warrantholders.

Section 9.6    Warrant Agent Not Required to Give Security.

The Warrant Agent shall not be required to give any bond or security in respect of the execution of the agency and powers of this Indenture or otherwise in respect of the premises.

Section 9.7    Protection of Warrant Agent.

By way of supplement to the provisions of any law for the time being relating to the Warrant Agent it is expressly declared and agreed as follows:

(a)the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the Authentication of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation;

(b)nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto;

(c)the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof;

(d)the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein

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contained or of any acts of any directors, officers, employees, agents or servants of the Corporation;

(e)the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding; provided that the Corporation shall not be required to indemnify the Indemnified Parties in the event of the gross negligence or wilful misconduct of the Warrant Agent, and this provision shall survive the resignation or removal of the Warrant Agent or the termination or discharge of this Indenture; and

(f)notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any

(a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

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Section 9.8    Replacement of Warrant Agent; Successor by Merger.

(1)The Warrant Agent may resign its agency and be discharged from all further duties and liabilities hereunder, subject to this Section 9.8, by giving to the Corporation not less than 60 days’ prior notice in writing or such shorter prior notice as the Corporation may accept as sufficient. The Registered Warrantholders by Extraordinary Resolution shall have power at any time to remove the existing Warrant Agent and to appoint a new warrant agent. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Corporation shall forthwith appoint a new warrant agent unless a new warrant agent has already been appointed by the Registered Warrantholders; failing such appointment by the Corporation, the retiring Warrant Agent or any Registered Warrantholder may apply to a judge of the Province of British Columbia on such notice as such judge may direct, for the appointment of a new warrant agent; but any new warrant agent so appointed by the Corporation or by the Court shall be subject to removal as aforesaid by the Registered Warrantholders. Any new warrant agent appointed under any provision of this Section 9.8 shall be an entity authorized to carry on the business of a trust company in the Province of British Columbia and, if required by the Applicable Legislation for any other provinces, in such other provinces. On any such appointment the new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent hereunder.

(2)Upon the appointment of a successor warrant agent, the Corporation shall promptly notify the Registered Warrantholders thereof in the manner provided for in Section 10.2.

(3)Any Warrant Certificates Authenticated but not delivered by a predecessor Warrant Agent may be Authenticated by the successor Warrant Agent in the name of the successor Warrant Agent.

(4)Any corporation into which the Warrant Agent may be merged or consolidated or amalgamated, or to which all or substantially all of its corporate trust business is sold or otherwise transferred, or any corporation resulting therefrom to which the Warrant Agent shall be a party, or any corporation succeeding to substantially the corporate trust business of the Warrant Agent shall be the successor to the Warrant Agent hereunder without any further act on its part or any of the parties hereto, provided that such corporation would be eligible for appointment as successor Warrant Agent under Section 9.8(1).

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Section 9.9    Acceptance of Agency

The Warrant Agent hereby accepts the agency in this Indenture declared and provided for and agrees to perform the same upon the terms and conditions herein set forth and agrees to hold all rights, interests and benefits herein on behalf of those persons who become holders of Warrants from time to time issued under this Indenture. No trust is intended be to, or is or will be, created hereby and the Warrant Agent shall owe no duties hereunder as trustee.

Section 9.10    Warrant Agent Not to be Appointed Receiver.

The Warrant Agent and any person related to the Warrant Agent shall not be appointed a receiver, a receiver and manager or liquidator of all or any part of the assets or undertaking of the Corporation.

Section 9.11    Warrant Agent Not Required to Give Notice of Default.

The Warrant Agent shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do under the terms hereof; nor shall the Warrant Agent be required to take notice of any default hereunder, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Warrant Agent and in the absence of any such notice the Warrant Agent may for all purposes of this Indenture conclusively assume that no default has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein. Any such notice shall in no way limit any discretion herein given to the Warrant Agent to determine whether or not the Warrant Agent shall take action with respect to any default.

Section 9.12    Anti-Money Laundering.

(1)The Corporation hereby represents to the Warrant Agent that any account to be opened by, or interest to be held by the Warrant Agent in connection with this Indenture, for or to the credit of the Corporation, either (i) is not intended to be used by or on behalf of any third party; or (ii) is intended to be used by or on behalf of a third party, in which case the Corporation hereto agrees to complete and execute forthwith a declaration in the Warrant Agent’s prescribed form as to the particulars of such third party.

(2)The Warrant Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Warrant Agent, in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money

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laundering, anti-terrorist or economic sanctions legislation, regulation or guideline. Further, should the Warrant Agent, in its sole judgment, determine at any time that its acting under this Indenture has resulted in its being in non- compliance with any applicable anti-money laundering, anti-terrorist or economic sanctions legislation, regulation or guideline, then it shall have the right to resign on ten (10) days written notice to the other parties to this Indenture, provided (i) that the Warrant Agent’s written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Warrant Agent’s satisfaction within such ten (10) day period, then such resignation shall not be effective.

Section 9.13    Compliance with Privacy Code.

The Corporation acknowledges that the Warrant Agent may, in the course of providing services hereunder, collect or receive financial and other personal information about the Corporation and/or their representatives, as individuals, or about other individuals related to the subject matter hereof, and use such information for the following purposes:

(a)to provide the services required under this Indenture and other services that may be requested from time to time;

(b)to help the Warrant Agent manage its servicing relationships with such individuals;

(c)to meet the Warrant Agent’s legal and regulatory requirements; and

(d)if Social Insurance Numbers are collected by the Warrant Agent, to perform tax reporting and to assist in verification of an individual’s identity for security purposes.

The Corporation acknowledges and agrees that the Warrant Agent may receive, collect, use and disclose personal information provided to it or acquired by it in the course of its acting as agent hereunder for the purposes described above and, generally, in the manner and on the terms described in its privacy code, which the Warrant Agent shall make available on its website, www.computershare.com, or upon request, including revisions thereto. The Warrant Agent may transfer personal information to other companies in or outside of Canada that provide data processing and storage or other support in order to facilitate the services it provides.

Further, the Corporation agrees that it shall not provide or cause to be provided to the Warrant Agent any personal information relating to an individual who is not a party to this Indenture unless the Corporation has assured itself that such individual understands and has consented to the aforementioned uses and disclosures.

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Section 9.14    Securities Exchange Commission Certification.

The Corporation confirms that as at the date of execution of this Agreement it does not have a class of securities registered pursuant to Section 12 of the US Securities and Exchange Act of 1934, as amended (the “Act”) or have a reporting obligation pursuant to Section 15(d) of the Act.

The Corporation covenants that in the event that (i) any class of its securities shall become registered pursuant to Section 12 of the Act or the Corporation shall incur a reporting obligation pursuant to Section 15(d) of the Act, or (ii) any such registration or reporting obligation shall be terminated by the Corporation in accordance with the Act, the Corporation shall promptly deliver to the Warrant Agent an officers’ certificate (in a form provided by the Warrant Agent notifying the Warrant Agent of such registration or termination and such other information as the Warrant Agent may require at the time). The Corporation acknowledges that the Warrant Agent is relying upon the foregoing representation and covenants in order to meet certain United States Securities and Exchange Commission (“SEC”) obligations with respect to those clients who are filing with the SEC.

GENERAL

Section 10.1    Notice to the Corporation and the Warrant Agent.

(1)Unless herein otherwise expressly provided, any notice to be given hereunder to the Corporation or the Warrant Agent shall be deemed to be validly given if delivered, sent by registered letter, postage prepaid or emailed:

(a)If to the Corporation: enCore Energy Corp.

Suite 250 – 200 Burrard Street Vancouver, BC V6C 3L6

Attention: William Sheriff

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Email Address:

[Email address redacted]

(b)If to the Warrant Agent:

Computershare Trust Company of Canada 510 Burrard Street, 3rd Floor

Vancouver, BC V6C 3B9

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Attention: General Manager, Corporate Trust

Email Address: corporatetrust.vancouver@computershare.com

and any such notice delivered in accordance with the foregoing shall be deemed to have been received and given on the date of delivery or, if mailed, on the fifth Business Day following the date of mailing such notice or, if emailed, on the next Business Day following the date of transmission.

(2)The Corporation or the Warrant Agent, as the case may be, may from time to time notify the other in the manner provided in Section 10.1(1) of a change of address which, from the effective date of such notice and until changed by like notice, shall be the address of the Corporation or the Warrant Agent, as the case may be, for all purposes of this Indenture.

(3)If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal employees, any notice to be given to the Warrant Agent or to the Corporation hereunder could reasonably be considered unlikely to reach its destination, such notice shall be valid and effective only if it is delivered to the named officer of the party to which it is addressed, as provided in Section 10.1(1), or given by email or other means of prepaid, transmitted and recorded communication.

Section 10.2    Notice to Registered Warrantholders.

(1)Unless otherwise provided herein, notice to the Registered Warrantholders under the provisions of this Indenture shall be valid and effective if delivered or sent by ordinary prepaid post addressed to such holders at their post office addresses appearing on the register hereinbefore mentioned and shall be deemed to have been effectively received and given on the date of delivery or, if mailed, on the third Business Day following the date of mailing such notice. In the event that Warrants are held in the name of the Depository, a copy of such notice shall also be sent by electronic communication to the Depository and shall be deemed received and given on the day it is so sent.

(2)If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal employees, any notice to be given to the Registered Warrantholders hereunder could reasonably be considered unlikely to reach its destination, such notice shall be valid and effective only if it is delivered to such Registered Warrantholders to the address for such Registered Warrantholders contained in the register maintained by the Warrant Agent or such notice may be given, at the Corporation’s expense, by means of publication in the Globe and Mail, National Edition, or any other English

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language daily newspaper or newspapers of general circulation in Canada, in each two successive weeks, the first such notice to be published within 5 business days of such event, and any so notice published shall be deemed to have been received and given on the latest date the publication takes place.

Section 10.3    Ownership of Warrants.

The Corporation and the Warrant Agent may deem and treat the Registered Warrantholders as the absolute owner thereof for all purposes, and the Corporation and the Warrant Agent shall not be affected by any notice or knowledge to the contrary except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction. The receipt of any such Registered Warrantholder of the Warrant Shares which may be acquired pursuant thereto shall be a good discharge to the Corporation and the Warrant Agent for the same and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction.

Section 10.4    Counterparts.

This Indenture may be executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution they shall be deemed to be dated as of the date hereof. Delivery of an executed copy of the Indenture by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Indenture as of the date hereof.

Section 10.5    Satisfaction and Discharge of Indenture.

Upon the earlier of:

(a)the date by which there shall have been delivered to the Warrant Agent for exercise or cancellation all Warrants theretofore Authenticated hereunder, in the case of Warrant Certificates (or such other instructions, in a form satisfactory to the Warrant Agent), in the case of Uncertificated Warrants, or by way of standard processing through the book entry system in the case of a CDS Global Warrant; and

(b)the Expiry Time;

and if all certificates or other entry on the register representing Warrant Shares required to be issued in compliance with the provisions hereof have been issued and delivered hereunder or to the Warrant Agent in accordance with such provisions, this Indenture shall cease to be of further effect and the Warrant Agent, on demand of and

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at the cost and expense of the Corporation and upon delivery to the Warrant Agent of a certificate of the Corporation stating that all conditions precedent to the satisfaction and discharge of this Indenture have been complied with, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. Notwithstanding the foregoing, the indemnities provided to the Warrant Agent by the Corporation hereunder shall remain in full force and effect and survive the termination of this Indenture.

Section 10.6    Provisions of Indenture and Warrants for the Sole Benefit of Parties and Registered Warrantholders.

Nothing in this Indenture or in the Warrants, expressed or implied, shall give or be construed to give to any person other than the parties hereto and the Registered Warrantholders, as the case may be, any legal or equitable right, remedy or claim under this Indenture, or under any covenant or provision herein or therein contained, all such covenants and provisions being for the sole benefit of the parties hereto and the Registered Warrantholders.

Section 10.7    Common Shares or Warrants Owned by the Corporation or its Subsidiaries - Certificate to be Provided.

For the purpose of disregarding any Warrants owned legally or beneficially by the Corporation in Section 7.16, the Corporation shall provide to the Warrant Agent, from time to time, a certificate of the Corporation setting forth as at the date of such certificate:

(a)the names (other than the name of the Corporation) of the Registered Warrantholders which, to the knowledge of the Corporation, are owned by or held for the account of the Corporation; and

(b)the number of Warrants owned legally or beneficially by the Corporation;

and the Warrant Agent, in making the computations shall be entitled to rely on such certificate without any additional evidence.

Section 10.8    Severability

If, in any jurisdiction, any provision of this Indenture or its application to any party or circumstance is restricted, prohibited or unenforceable, such provision will, as to such jurisdiction, be ineffective only to the extent of such restriction, prohibition or unenforceability without invalidating the remaining provisions of this Indenture and without affecting the validity or enforceability of such provision in any other jurisdiction or without affecting its application to other parties or circumstances.

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Section 10.9    Force Majeure

No party shall be liable to the other, or held in breach of this Indenture, if prevented, hindered, or delayed in the performance or observance of any provision contained herein by reason of act of God, riots, terrorism, acts of war, epidemics, governmental action or judicial order, earthquakes, or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures). Performance times under this Indenture shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section.

Section 10.10    Assignment, Successors and Assigns

Neither of the parties hereto may assign its rights or interest under this Indenture, except as provided in Section 9.8 in the case of the Warrant Agent, or as provided in Section 8.2 in the case of the Corporation. Subject thereto, this Indenture shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

Section 10.11    Rights of Rescission and Withdrawal for Holders

Should a holder of Warrants exercise any legal, statutory, contractual or other right of withdrawal or rescission that may be available to it, and the holder’s funds which were paid on exercise have already been released to the Corporation by the Warrant Agent, the Warrant Agent shall not be responsible for ensuring the exercise is cancelled and a refund is paid back to the holder. In such cases, the holder shall seek a refund directly from the Corporation and subsequently, the Corporation, upon surrender to the Corporation or the Warrant Agent of any underlying Warrant Shares or other securities that may have been issued, or such other procedure as agreed to by the parties hereto, shall instruct the Warrant Agent in writing, to cancel the exercise transaction and any such underlying Warrant Shares or other securities on the register, which may have already been issued upon the Warrant exercise. In the event that any payment is received from the Corporation by virtue of the holder being a shareholder for such Warrants that were subsequently rescinded, such payment must be returned to the Corporation by such holder. The Warrant Agent shall not be under any duty or obligation to take any steps to ensure or enforce the return of the funds pursuant to this section, nor shall the Warrant Agent be in any other way responsible in the event that any payment is not delivered or received pursuant to this section. Notwithstanding the foregoing, in the event that the Corporation provides the refund to the Warrant Agent for distribution to the holder, the Warrant Agent shall return such funds to the holder as soon as reasonably practicable, and in so doing, the Warrant Agent shall incur no liability with respect to the delivery or non-delivery of any such funds.

"William Sheriff"

William Sheriff Executive Chairman

"Scott Davis"

Scott Davis     CFO

    "Tom Liu"

"Jennifer Lesley Wong"

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SCHEDULE “A” FORM OF WARRANT

SUBJECT TO THE CORPORATION’S ACCELERATION RIGHT, THE WARRANTS EVIDENCED HEREBY ARE EXERCISABLE AT OR BEFORE 4:00 P.M. (EASTERN TIME) ON OCTOBER 22, 2023 AFTER WHICH TIME THE WARRANTS EVIDENCED HEREBY SHALL BE DEEMED TO BE VOID AND OF NO FURTHER FORCE OR EFFECT.

For all Warrants include the following legend until such time as it is no longer required in accordance with applicable Canadian securities laws and TSX Venture Exchange policies:

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE FEBRUARY 23, 2021.

(INSERT IF APPLICABLE) WITHOUT PRIOR APPROVAL OF THE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL FEBRUARY 23, 2021.

For all Warrants sold outside the United States and registered in the name of the Depository, the also include the following legend:

(INSERT IF BEING ISSUED TO CDS)UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO ENCORE ENERGY CORP. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.

For Warrants sold in the United States, also include the following legends:

THE OFFER AND SALE OF SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT

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OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT AND IS AVAILABLE FOR RESALE OF THE SECURITIES, OR (D) IN COMPLIANCE WITH AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT, INCLUDING RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER FURTHER UNDERSTANDS AND AGREES THAT IN THE EVENT OF A TRANSFER PURSUANT TO THE FOREGOING CLAUSE (D), THE CORPORATION WILL REQUIRE A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

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WARRANT

To acquire Common Shares of

ENCORE ENERGY CORP.

(incorporated pursuant to the laws of the Province of British Columbia)

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Warrant Certificate No. [*]

Certificate for

Warrants, each entitling the holder to acquire one (1) Common Share (subject to adjustment as provided for in the Warrant Indenture (as defined below)

CUSIP 29259W114 ISIN CA29259W1142

THIS IS TO CERTIFY THAT, for value received,

(the “Warrantholder”) is the registered holder of the number of common share purchase warrants (the “Warrants”) of enCore Energy Corp. (the “Corporation”) specified above, and is entitled, on exercise of these Warrants upon and subject to the terms and conditions set forth herein and in the Warrant Indenture, to purchase at any time before 4:00 p.m. (Eastern time) (the “Expiry Time”) on October 22, 2023 (the “Expiry Date”), subject to the Acceleration Right, one fully paid and non-assessable common share without par value in the capital of the Corporation as constituted on the date hereof (a “Common Share”) for each Warrant subject to adjustment in accordance with the terms of the Warrant Indenture.

For the purpose of this Warrant Certificate and the Warrant Indenture, “Acceleration Right” means the right of the Corporation to accelerate the Expiry Date to a date that is not the less than 30 days following the date that the Acceleration Notice is delivered, pursuant to the terms of the Warrant Indenture, if, at any time after the Effective Date, the closing price of the Common Shares equals or exceeds $0.90 for a period of 5 consecutive trading dates on the TSX-V (or such other Canadian stock exchange on which the Common Shares are principally traded). An “Acceleration Notice” means notice of exercise of the Acceleration Right delivered by or on behalf of the Corporation to Warrantholders pursuant to the terms of the Warrant Indenture.

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The right to purchase Common Shares may only be exercised by the Warrantholder within the time set forth above by:

(a)duly completing and executing the exercise form (the “Exercise Form”) attached hereto; and

(b)surrendering this warrant certificate (the “Warrant Certificate”), with the Exercise Form to the Warrant Agent at the principal office of the Warrant Agent, in the city of Vancouver, British Columbia, together with a certified cheque, bank draft or money order in the lawful money of Canada payable to or to the order of the Corporation in an amount equal to the purchase price of the Common Shares so subscribed for.

The surrender of this Warrant Certificate, the duly completed Exercise Form and payment as provided above will be deemed to have been effected only on personal delivery thereof to, or if sent by mail or other means of transmission on actual receipt thereof by, the Warrant Agent at its principal office as set out above.

Subject to adjustment thereof in the events and in the manner set forth in the Warrant Indenture hereinafter referred to, the exercise price payable for each Common Share upon the exercise of Warrants shall be $0.60 per Common Share (the “Exercise Price”).

Certificates for the Common Shares subscribed for will be mailed to the persons specified in the Exercise Form at their respective addresses specified therein or, if so specified in the Exercise Form, delivered to such persons at the office where this Warrant Certificate is surrendered. If fewer Common Shares are purchased than the number that can be purchased pursuant to this Warrant Certificate, the holder hereof will be entitled to receive without charge a new Warrant Certificate in respect of the balance of the Common Shares not so purchased. No fractional Common Shares will be issued upon exercise of any Warrant.

This Warrant Certificate evidences Warrants of the Corporation issued or issuable under the provisions of a warrant indenture (which indenture together with all other instruments supplemental or ancillary thereto is herein referred to as the “Warrant Indenture”) dated as of October 22, 2020 between the Corporation and Computershare Trust Company of Canada, as Warrant Agent, to which Warrant Indenture reference is hereby made for particulars of the rights of the holders of Warrants, the Corporation and the Warrant Agent in respect thereof and the terms and conditions on which the Warrants are issued and held, all to the same effect as if the provisions of the Warrant Indenture were herein set forth, to all of which the holder, by acceptance hereof, assents. The Corporation will furnish to the holder, on request and without charge, a copy of the Warrant Indenture.

On presentation at the principal office of the Warrant Agent as set out above, subject to the provisions of the Warrant Indenture and on compliance with the reasonable

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requirements of the Warrant Agent, one or more Warrant Certificates may be exchanged for one or more Warrant Certificates entitling the holder thereof to purchase in the aggregate an equal number of Common Shares as are purchasable under the Warrant Certificate(s) so exchanged.

Neither the Warrants nor the Common Shares issuable upon exercise hereof have been or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or U.S. state securities laws. Other than by an original U.S. purchaser that purchased the Warrants directly from the Corporation, these Warrants may not be exercised in the United States or by or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States unless this security and the Common Shares issuable upon exercise of this security have been registered under the U.S. Securities Act and the applicable state securities legislation or an exemption from such registration requirements is available.

The Warrant Indenture contains provisions for the adjustment of the Exercise Price payable for each Common Share upon the exercise of Warrants and the number of Common Shares issuable upon the exercise of Warrants in the events and in the manner set forth therein.

The Warrant Indenture also contains provisions making binding on all holders of Warrants outstanding thereunder resolutions passed at meetings of holders of Warrants held in accordance with the provisions of the Warrant Indenture and instruments in writing signed by Warrantholders entitled to purchase a specific majority of the Common Shares that can be purchased pursuant to such Warrants.

Nothing contained in this Warrant Certificate, the Warrant Indenture or elsewhere shall be construed as conferring upon the holder hereof any right or interest whatsoever as a holder of Common Shares or any other right or interest except as herein and in the Warrant Indenture expressly provided. In the event of any discrepancy between anything contained in this Warrant Certificate and the terms and conditions of the Warrant Indenture, the terms and conditions of the Warrant Indenture shall govern.

Warrants may only be transferred in compliance with the conditions of the Warrant Indenture on the register to be kept by the Warrant Agent in Vancouver, British Columbia, or such other registrar as the Corporation, with the approval of the Warrant Agent, may appoint at such other place or places, if any, as may be designated, upon surrender of this Warrant Certificate to the Warrant Agent or other registrar accompanied by a written instrument of transfer in form and execution satisfactory to the Warrant Agent or other registrar and upon compliance with the conditions prescribed in the Warrant Indenture and with such reasonable requirements as the Warrant Agent or other registrar may prescribe and upon the transfer being duly noted thereon by the Warrant Agent or other registrar. Time is of the essence hereof.

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This Warrant Certificate will not be valid for any purpose until it has been countersigned by or on behalf of the Warrant Agent from time to time under the Warrant Indenture.

The parties hereto have declared that they have required that these presents and all other documents related hereto be in the English language. Les parties aux présentes déclarent qu’elles ont exigé que la présente convention, de même que tous les documents s’y rapportant, soient rédigés en anglais.

IN WITNESS WHEREOF the Corporation has caused this Warrant Certificate to be duly executed as of:

ENCORE ENERGY CORP.

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Countersigned and Registered by:

COMPUTERSHARE TRUST COMPANY OF CANADA

By:             Authorized Signatory

By:         Authorized Signatory

By:         Authorized Signatory

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FORM OF TRANSFER

To: Computershare Trust Company of Canada

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers to

(print name and address) the Warrants represented by this Warrants Certificate and hereby irrevocably constitutes and appoints      as its attorney with full power of substitution to transfer the said securities on the appropriate register of the Warrant Agent.

In the case of a warrant certificate that contains a U.S. restrictive legend, the undersigned hereby represents, warrants and certifies that (one (only) of the following must be checked):

(A)    the transfer is being made only to the Corporation;

(B) the transfer is being made outside the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act, and in compliance with any applicable local securities laws and regulations and the holder has provided herewith the Declaration for Removal of Legend attached as Schedule “C” to the Warrant Indenture, or

(C) the transfer is being made within the United States or to, or for the account or benefit of, U.S. Persons, in accordance with a transaction that does not require registration under the U.S. Securities Act or any applicable state securities laws and the undersigned has furnished to the Corporation and the Warrant Agent an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation and the Warrant Agent to such effect.

In the case of a warrant certificate that does not contain a U.S. restrictive legend, if the proposed transfer is to, or for the account or benefit of a U.S. Person or to a person in the United States, the undersigned hereby represents, warrants and certifies that the transfer of the Warrants is being completed pursuant to an exemption from the registration requirements of the U.S. Securities Act and any applicable state securities laws, in which case the undersigned has furnished to the Corporation and the Warrant Agent an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation and the Warrant Agent to such effect.

If transfer is to a U.S. Person, check this box.

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DATED this      day of    , 20    .

SPACE    FOR    GUARANTEES    OF    )

SIGNATURES (BELOW)

)

)    Signature of Transferor

)

)

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Guarantor’s Signature/Stamp

)    Name of Transferor

)

REASON FOR TRANSFER – For US Residents only (where the individual(s) or corporation receiving the securities is a US resident). Please select only one (see instructions below).

Gift     Estate     Private Sale     Other (or no change in ownership) Date of Event (Date of gift, death or sale):    Value per Warrant on the date of event:

CAD OR USD

CERTAIN REQUIREMENTS RELATING TO TRANSFERS – READ CAREFULLY

The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement, or any change whatsoever. All securityholders or a legally authorized representative must sign this form. The signature(s) on this form must be guaranteed in accordance with the transfer agent’s then current guidelines and requirements at the time of transfer. Notarized or witnessed signatures are not acceptable as guaranteed signatures. As at the time of closing, you may choose one of the following methods (although subject to change in accordance with industry practice and standards):

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•Canada and the USA: A Medallion Signature Guarantee obtained from a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Many commercial banks, savings banks, credit unions, and all broker dealers participate in a Medallion Signature Guarantee Program. The Guarantor must affix a stamp bearing the actual words “Medallion Guaranteed”, with the correct prefix covering the face value of the certificate.

•Canada: A Signature Guarantee obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust. The Guarantor must affix a stamp bearing the actual words “Signature Guaranteed”, sign and print their full name and alpha numeric signing number. Signature Guarantees are not accepted from Treasury Branches, Credit Unions or Caisse Populaires unless they are members of a Medallion Signature Guarantee Program. For corporate holders, corporate signing resolutions, including certificate of incumbency, are also required to accompany the transfer, unless there is a “Signature & Authority to Sign Guarantee” Stamp affixed to the transfer (as opposed to a “Signature Guaranteed” Stamp) obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust or a Medallion Signature Guarantee with the correct prefix covering the face value of the certificate.

•Outside North America: For holders located outside North America, present the certificates(s) and/or document(s) that require a guarantee to a local financial institution that has a corresponding Canadian or American affiliate which is a member of an acceptable Medallion Signature Guarantee Program. The corresponding affiliate will arrange for the signature to be over-guaranteed.

OR

The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement, or any change whatsoever. The signature(s) on this form must be guaranteed by an authorized officer of Royal Bank of Canada, Scotia Bank or TD Canada Trust whose sample signature(s) are on file with the transfer agent, or by a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Notarized or witnessed signatures are not acceptable as guaranteed signatures. The Guarantor must affix a stamp bearing the actual words: “SIGNATURE GUARANTEED”, “MEDALLION GUARANTEED” OR “SIGNATURE & AUTHORITY TO SIGN GUARANTEE”, all in

accordance with the transfer agent’s then current guidelines and requirements at the time of transfer. For corporate holders, corporate signing resolutions, including certificate of incumbency, will also be required to accompany the transfer unless there is a “SIGNATURE & AUTHORITY TO SIGN GUARANTEE” Stamp affixed to the Form of Transfer obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank

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or TD Canada Trust or a “MEDALLION GUARANTEED” Stamp affixed to the Form of Transfer, with the correct prefix covering the face value of the certificate.

REASON FOR TRANSFER – FOR US RESIDENTS ONLY

Consistent with US IRS regulations, Computershare is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place).

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SCHEDULE “B” EXERCISE FORM

TO:    ENCORE ENERGY CORP.

AND TO:    Computershare Trust Company of Canada

510 Burrard Street, 3rd Floor Vancouver, BC V6C 3B9

The undersigned holder of the Warrants evidenced by this Warrant Certificate hereby exercises the right to acquire      (A) Common Shares of enCore Energy Corp.

Exercise Price Payable:

((A) multiplied by $0.60, subject to adjustment)

The undersigned hereby exercises the right of such holder to be issued, and hereby subscribes for, Common Shares that are issuable pursuant to the exercise of such Warrants on the terms specified in such Warrant Certificate and in the Warrant Indenture.

The undersigned hereby acknowledges that the undersigned is aware that the Common Shares received on exercise may be subject to restrictions on resale under applicable securities legislation.

Any capitalized term in this Warrant Certificate that is not otherwise defined herein, shall have the meaning ascribed thereto in the Warrant Indenture.

The undersigned represents, warrants and certifies as follows (one (only) of the following must be checked):

(A) the undersigned holder at the time of exercise of the Warrants (i) is not in the United States, (ii) is not a U.S. Person, (iii) is not exercising the Warrants for the account or benefit of a U.S. Person or a person in the United States, (iv) did not execute or deliver this exercise form in the United States and (v) delivery of the underlying Common Shares will not be to an address in the United States; OR

(B) the undersigned holder (a) is the original U.S. purchaser who purchased the Warrants pursuant to the Corporation’s Unit offering who delivered the “Qualified Institutional Buyer Investment Letter / U.S. Accredited Investor Certificate” attached to the subscription agreement in connection with its purchase of Units, (b) is exercising the Warrants for its own account or for the account of a disclosed principal that was named in the subscription agreement pursuant to which it purchased such Units, and

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(c)is, and such disclosed principal, if any, is an institutional “accredited investor” as defined in Rule 501(a)(1),(2),(3)or (7) of Regulation D under the

U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) at the time of exercise of these Warrants and the representations and warranties of the holder made in the original subscription agreement including in the “Qualified Institutional Buyer Investment Letter / U.S. Accredited Investor Certificate” remain true and correct as of the date of exercise of these Warrants; OR

(C) if the undersigned holder is (i) a holder in the United States, (ii) a

U.S. Person, (iii) a person exercising for the account or benefit of a U.S. Person, (iv) executing or delivering this exercise form in the United States or (v) requesting delivery of the underlying Common Shares in the United States, the undersigned holder has delivered to the Corporation and the Corporation’s transfer agent (a) a completed and executed U.S. Purchaser Letter in substantially the form attached to the Warrant Indenture as Schedule “D” or (b) an opinion of counsel (which will not be sufficient unless it is in form and substance reasonably satisfactory to the Corporation and Warrant Agent) or such other evidence reasonably satisfactory to the Corporation and Warrant Agent to the effect that with respect to the Common Shares to be delivered upon exercise of the Warrants, the issuance of such securities has been registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration requirements is available.

It is understood that the Corporation and Computershare Trust Company of Canada may require evidence to verify the foregoing representations.

Notes: (1)    Certificates will not be registered or delivered to an address in the United States unless Box B or C above is checked.

(2) If Box C above is checked, holders are encouraged to consult with the Corporation and the Warrant Agent in advance to determine that the legal opinion tendered in connection with the exercise will be satisfactory in form and substance to the Corporation and the Warrant Agent.

“United States” and “U.S. Person” are as defined in Rule 902 of Regulation S under the U.S. Securities Act.

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The undersigned hereby irrevocably directs that the said Common Shares be issued, registered and delivered as follows:

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Name(s) in Full and Social Insurance Number(s)

(if applicable)

Address(es)        Number of Common Shares

    

Please print full name in which certificates representing the Common Shares are to be issued. If any Common Shares are to be issued to a person or persons other than the registered holder, the registered holder must pay to the Warrant Agent all eligible transfer taxes or other government charges, if any, and the Form of Transfer must be duly executed.

Once completed and executed, this Exercise Form must be mailed or delivered to

Computershare Trust Company of Canada, c/o General Manager, Corporate Trust. DATED this     day of     , 20 .

Witness

)

)

)

) (Signature of Warrantholder, to be the same as

) appears on the face of this Warrant Certificate)

)

)

Name of Registered Warrantholder

Please check if the certificates representing the Common Shares are to be delivered at the office where this Warrant Certificate is surrendered, failing which such certificates will be mailed to the address set out above. Certificates will be delivered or

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mailed as soon as practicable after the surrender of this Warrant Certificate to the Warrant Agent.

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SCHEDULE “C”

FORM OF DECLARATION FOR REMOVAL OF LEGEND

TO:    Computershare Trust Company of Canada Computershare Investor Services Inc.

as registrar and transfer agent for the Warrants and Common Shares issuable upon exercise of the Warrants of enCore Energy Corp.

The undersigned (A) acknowledges that the sale of the securities of enCore Energy Corp. (the “Issuer”) to which this declaration relates is being made in reliance on Rule 904 of Regulation S (“Regulation S”) under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and (B) certifies that (1) the undersigned is not an “affiliate” of the Issuer as that term is defined in Rule 405 under the U.S. Securities Act, a “distributor” or an affiliate of “distributor”, (2) the offer of such securities was not made to a person in the United States and either (a) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States or (b) the transaction was executed on or through the facilities of a “designated offshore securities market” (as defined in Rule 902 of Regulation S under the U.S. Securities Act) and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on their behalf has engaged or will engage in any “directed selling efforts” in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of “washing-off” the resale restrictions imposed because the securities are “restricted securities” as that term is described in Rule 144(a)(3) under the

U.S. Securities Act, (5) the seller does not intend to replace such securities sold in reliance on Rule 904 with fungible unrestricted securities, and (6) the contemplated sale is not a transaction, or part of a series of transactions, which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the

U.S. Securities Act. Unless otherwise specified, terms set forth above in quotation marks have the meanings given to them by Regulation S. The undersigned in making this Declaration acknowledges that the Issuer is relying on the contents hereof and hereby agrees to indemnify and hold harmless the Issuer for any and all liability, losses, claims and demands in any way related to the subject matter of this Declaration.

DATED this day of     , 20 .

(Name of Seller) By:

Name:

Title:

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Affirmation by Seller’s Broker-Dealer (required for sales under (B)2(b) above)

We have read the foregoing representations of our customer,      (the “Seller”) dated     , with regard to our sale, for such Seller’s account, of the securities of the Issuer described therein, and on behalf of ourselves we certify and affirm that (A) we have no knowledge that the transaction had been prearranged with a buyer in the United States, (B) the transaction was executed on or through the facilities of the Toronto Stock Exchange, the TSX Venture Exchange or another designated offshore securities market, (C) neither we, nor any person acting on our behalf, have engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, and (D) no selling concession, fee or other remuneration is being paid to us in connection with this offer and sale other than the usual and customary broker’s commission that would be received by a person executing such transaction as agent. Terms used herein have the meanings given to them by Regulation S under the

U.S. Securities Act.

DATED this day of     , 20 .

(Name of Firm) By:

Name:

Title:

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SCHEDULE “D”

FORM OF U.S. PURCHASER CERTIFICATION UPON EXERCISE OF WARRANTS

enCore Energy Corp

Suite 250 – 200 Burrard Street Vancouver, BC V6C 3L6

Attention: President and Chief Executive Officer

• and to -

Computershare Trust Company of Canada. as Warrant Agent

Dear Sirs:

We are delivering this letter in connection with the purchase of common shares (the “Common Shares”) of enCore Energy Corp., a corporation incorporated under the laws of the Province of British Columbia (the “Corporation”) upon the exercise of warrants of the Corporation (“Warrants”), issued under the warrant indenture dated as of October 22, 2020 between the Corporation and Computershare Trust Company of Canada.

We hereby confirm that:

(a)we are an institutional “accredited investor” (satisfying one or more of the criteria set forth in Rule 501 (a)(1),(2),(3) or (7) of Regulation D under the United States Securities Act of 1933 (the “U.S. Securities Act”)) who is also a “Qualified Purchaser” (as defined in Section 2(a) (51) of, and related rules under, the United States Investment Company Act of 1940, as amended (the “1940 Act”)) ;

(b)we are purchasing the Common Shares for our own account;

(c)we have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of purchasing the Common Shares;

(d)we are not acquiring the Common Shares with a view to distribution thereof or with any present intention of offering or selling any of the Common Shares, except (A) to the Corporation, (B) outside the United States in accordance with Rule 904 under the U.S. Securities Act or (C) inside the United States in accordance with Rule 144 under the U.S. Securities Act, if applicable, and in compliance with applicable state securities laws;

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(e)we acknowledge that we have had access to such financial and other information as we deem necessary in connection with our decision to exercise the Warrants and purchase the Common Shares; and

(f)we acknowledge that we are not purchasing the Common Shares as a result of any general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising.

We understand that the Common Shares are being offered in a transaction not involving any public offering within the United States within the meaning of the U.S. Securities Act and that the Common Shares have not been and will not be registered under the U.S. Securities Act. We further understand that any Common Shares acquired by us will be in the form of definitive physical certificates and that such certificates will bear a legend reflecting the fact that we will not offer, sell or otherwise transfer any of the Common Shares, directly or indirectly, unless (i) the sale is to the Corporation; (ii) the sale is made outside the United States in compliance with the requirements of Rule 904 of Regulation S under the U.S. Securities Act; or (iii) the sale is made in the United States

(A) pursuant to an exemption from registration under the U.S. Securities Act provided by Rule 144 thereunder, if available, and in compliance with any applicable state securities laws or (B) pursuant to a transaction that does not require registration under the U.S. Securities Act or applicable state securities laws, and in the case of each of (A) and (B), the purchaser meets the definition of Qualified Purchaser and the seller has furnished to the Corporation an opinion to such effect from counsel of recognized standing reasonably satisfactory to the Corporation prior to such offer, sale or transfer.

We acknowledge that you will rely upon our confirmations, acknowledgements and agreements set forth herein, and we agree to notify you promptly in writing if any of our representations or warranties herein ceases to be accurate or complete.

DATED this     day of     , 20 .

(Name of U.S. Purchaser) By:

Name:

Title:

Document

Exhibit 10.2

ENCORE ENERGY CORP.

2024 LONG TERM INCENTIVE PLAN

1.Purpose; Successor Plan

a.Purpose. The purpose of the enCore Energy Corp. 2024 Long Term Incentive Plan (as amended from time to time, the “Plan”) is to provide a means through which (a) enCore Energy Corp., a British Columbia, Canada corporation (together with any successor thereto, the “Company”), and the Affiliates may attract, retain and motivate qualified persons as employees, directors and consultants, thereby enhancing the profitable growth and value of the Company and the Affiliates and (b) persons upon whom the responsibilities of the successful administration and management of the Company and the Affiliates rest, and whose present and potential contributions to the Company and the Affiliates are of importance, can acquire and maintain stock ownership or awards the value of which is tied to the performance of the Company, thereby strengthening their concern for the Company and the Affiliates. Accordingly, the Plan provides for the grant of Options, SARs, Restricted Stock Units, Dividend Equivalents, Cash Awards, Substitute Awards, or any combination of the foregoing, as determined by the Committee in its sole discretion.

b.Successor Plan. This Plan is the successor to the Company’s current Stock Option Plan, (the “Predecessor Plan”) which was approved by the Company’s Board on November 30, 2021, and no further awards have been made under the Predecessor Plan from and after the Effective Date of this Plan. All outstanding awards under the Predecessor Plan immediately prior to the Effective Date of this Plan shall continue to be governed solely by the terms and conditions of the Predecessor Plan and each instrument evidencing such grant or issuance and, except as otherwise expressly provided herein or by the Committee, no provision of this Plan shall affect or otherwise modify the rights or obligations of holders of such awards. The combined total of shares of Stock issuable pursuant to outstanding awards under the Predecessor Plan and pursuant to the Aggregate Share Limit pursuant to this Plan will not exceed 15% of the issued and outstanding Stock of the Company determined as at the Board Approval Date.

2.Definitions. For purposes of the Plan, the following terms shall have the respective meanings set forth below, unless the context clearly requires otherwise, and when such meaning is intended, such term shall be capitalized.

a.“Affiliate” means any Person that, directly or indirectly, controls, is

controlled by, or is under common control with, the Company. For purposes of the preceding sentence, “control” (including, with correlative meanings, the terms “controlled by” and “under

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Exhibit 10.2

common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power (i) to vote more than 50% of the securities having ordinary voting power for the election of directors of the controlled Person or (ii) to direct or cause the direction of the management and policies of the controlled Person, whether through the ownership of voting securities, by contract, or otherwise.

b.“Aggregate Share Limit” has the meaning ascribed to it in Section 4.a.

c.“ASC Topic 718” means the U.S. Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation, as amended or any successor accounting standard.

d.“Award” means individually or collectively, any NQSOs, ISO, SAR, Restricted Stock Unit, Dividend Equivalent, Cash Award, or Substitute Award, together with any other right or interest, granted under the Plan.

e.“Award Agreement” means any (i) written agreement (including any

employment, severance or change in control agreement) entered into by the Company or an Affiliate of the Company and a Participant setting forth the terms and provisions applicable to Awards granted under this Plan; or (ii) a written statement or other instrument or document issued by the Company or an Affiliate of the Company to a Participant describing the terms and provisions of such Award. Evidence of an Award may be in written or electronic form, may be limited to notation on the books and records of the Company and, with the approval of the Committee, need not be signed by a representative of the Company or by a Participant. Any shares of Stock that become deliverable to the Participant pursuant to the Plan may be issued in certificate form in the name of the Participant or in book-entry form in the name of the Participant. All Award Agreements shall be deemed to incorporate, and be subject to, the provisions of the Plan. An Award Agreement need not be identical to other Award Agreements either in form or substance.

f.“Blackout Period” means a period of time during which a Participant

cannot sell shares, due to applicable law or policies of the Company in respect of insider trading.

g.“Board” means the Board of Directors of the Company.

h.“Board Approval Date” means July 15, 2024, the date the Board approved

the Plan, subject to stockholder approval.

i.“Cash Award” means an Award denominated and paid in cash granted under Section 6.f.

j.“Cashless Exercise” means the Cashless Exercise method as defined in the

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Exhibit 10.2

policies of the TSX Venture Exchange.

k.“Change in Control” means, except as otherwise provided in an Award Agreement, the consummation of any of the following events after the Effective Date:

i.any Person or any group of Persons acting together which would

constitute a “group” for purposes of Section 13(d) of the Exchange Act (excluding a corporation or other entity owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company) is or becomes the “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding voting securities;

ii.a majority of the members of the Incumbent Board are replaced or

changed as a result of or in connection with any: (A) takeover bid, consolidation, merger, exchange of securities, amalgamation, arrangement, capital reorganization or any other business combination or reorganization involving or relating to the Company; (B) sale, assignment or other transfer of all or substantially all of the assets of the Company in one or a series of transactions, or any purchase of assets; or (C) dissolution or liquidation of the Company;

iii.there is consummated a merger or consolidation of the Company

with any other corporation or other entity, and, immediately after the consummation of such merger or consolidation, the voting securities of the Company immediately prior to such merger or consolidation do not continue to represent or are not converted into more than 50% of the combined voting power of the then-outstanding voting securities of the Person resulting from such merger or consolidation or, if the surviving company is a subsidiary, the ultimate parent thereof; or

iv.the stockholders of the Company approve a plan of complete

liquidation or dissolution of the Company or there is consummated an agreement or series of related agreements for the sale or other disposition, directly or indirectly, by the Company of all or substantially all of the Company’s assets, other than such sale or other disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale, provided that, in all such cases, the transactions contemplated by the provisions above are ultimately consummated.

v.the Board passes a resolution to the effect that, for the purposes of

some or all of the Award Agreements, an event set forth in i, ii, iii, or iv above has occurred.

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Exhibit 10.2

Notwithstanding the foregoing, except with respect to clause ii above, a “Change in Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the shares of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in, and own substantially all of the shares of, an entity which owns, either directly or through a subsidiary, all or substantially all of the assets of the Company immediately following such transaction or series of transactions. Further notwithstanding the foregoing, with respect to an Award that provides for a deferral of compensation under the Nonqualified Deferred Compensation Rules and with respect to which a Change in Control would trigger settlement or payment of such Award, “Change in Control” shall mean an event that qualifies both as a “Change in Control” (as defined in this Section) as well as a “change in control event” as defined in the Nonqualified Deferred Compensation Rules.

l.“Change in Control Price” means the amount determined in the following

clause (i), (ii), (iii), (iv) or (v), whichever the Committee determines is applicable, as follows: (i) the price per share offered to holders of Stock in any merger or consolidation, (ii) the per share Fair Market Value of the Stock immediately before the Change in Control without regard to assets sold in the Change in Control and assuming the Company has received the consideration paid for the assets in the case of a sale of the assets, (iii) the amount distributed per share of Stock in a dissolution transaction, (iv) the price per share offered to holders of Stock in any tender offer or exchange offer whereby a Change in Control takes place, or (v) if such Change in Control occurs other than pursuant to a transaction described in clauses (i), (ii), (iii), or (iv) of this Section, the value per share of the Stock that may otherwise be obtained with respect to such Awards or to which such Awards track, as determined by the Committee as of the date determined by the Committee to be the date of cancellation and surrender of such Awards. In the event that the consideration offered to stockholders of the Company in any transaction described in this Section or in Section 8.e consists of anything other than cash, the Committee shall determine the fair market value of the portion of the consideration offered which is other than cash and such determination by the Committee shall be final, conclusive and binding on all affected Participants to the extent applicable to Awards held by such Participants.

m.“Code” means the Internal Revenue Code of 1986, as amended from time

to time, including the guidance and regulations promulgated thereunder and successor provisions, guidance and regulations thereto.

n.“Committee” means the Compensation Committee of the Board, unless no

such Compensation Committee exists, in which case, a committee of two or more directors designated by the Board to administer the Plan; provided, however, that, unless otherwise determined by the Board, the Committee shall consist solely of two or more Qualified Members.

o.“Discounted Market Price” means the Discounted Market Price as defined

in the policies of the TSX Venture Exchange.

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Exhibit 10.2

p.“Dividend Equivalent” means a right, granted to an Eligible Person under Section 6.e, to receive cash, Stock, other Awards or other property equal in value to dividends paid with respect to a specified number of shares of Stock, or other periodic payments.

q.“Effective Date” means July 15, 2024.

r.“Eligible Person” means with respect to an Award under the Plan a current

or prospective (i) employee of the Company or an Affiliate, (ii) non-employee director of the Company or (iii) consultant of the Company or an Affiliate, in each case, who has been selected as an eligible person under the Plan by the Committee; provided that any Awards granted prior to the date an Eligible Person first performs services for the Company or an Affiliate thereof will not become vested or exercisable, and no shares of Stock shall be issued or other payment made to such Eligible Person with respect to such Awards, prior to the date on which such Eligible Person first performs services for the Company or an Affiliate thereof. Notwithstanding the foregoing, to be an Eligible Person, an individual must be an “employee” of the Company or any of its parents or subsidiaries within the meaning of General Instruction A.1(a) to Form S-8 if such individual is granted an Award that may result in such individual receiving Stock. An employee on leave of absence may be an Eligible Person.

s.“Exchange Act” means the Securities Exchange Act of 1934, as amended

from time to time, including the guidance, rules and regulations promulgated thereunder and successor provisions, guidance, rules and regulations thereto.

t.“Fair Market Value” of a share of Stock means, as of any specified date, (i) if the Stock is listed on a national securities exchange, the closing sales price of the Stock, as reported on the stock exchange composite tape on that date (or if no sales occur on such date, on the last preceding date on which such sales of the Stock are so reported); (ii) if the Stock is not traded on a national securities exchange but is traded over the counter on such date, the average between the reported high and low bid and asked prices of Stock on the most recent date on which Stock was publicly traded on or preceding the specified date; or (iii) in the event Stock is not publicly traded at the time a determination of its value is required to be made under the Plan, the amount determined by the Committee in its discretion in such manner as it deems appropriate, taking into account all factors the Committee deems appropriate, including the Nonqualified Deferred Compensation Rules. Notwithstanding this definition of Fair Market Value, with respect to one or more Award types, or for any other purpose for which the Committee must determine the Fair Market Value under the Plan, the Committee may elect to choose a different measurement date or methodology for determining Fair Market Value so long as the determination is consistent with the Nonqualified Deferred Compensation Rules and all other applicable laws and regulations.

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Exhibit 10.2

u.“Good Reason” means, unless otherwise specified by the Committee in the Award Agreement, the occurrence (without the Participant’s express written consent) of any of the following:

i.a material reduction by the Company or an Affiliate of a Participant’s annual compensation (including base salary, target annual cash bonus opportunity and the percentage of base salary from which a Participant’s long-term equity incentive award is calculated), other than a reduction approved by the Committee that applies to all similarly situated employees;

ii.the relocation of the Participant’s principal place of employment to

a location more than one-hundred (100) miles from the Participant’s principal place of employment (provided, that, such place of employment is a Company or Affiliate office where Company or Affiliate employees are situated) immediately prior to the Company’s or the Affiliate’s requiring the Participant to be based anywhere other than such principal place of employment (or permitted relocation thereof) except for travel reasonably required in the performance of the individual’s responsibilities;

iii.the failure by the Company (or its Affiliate) to pay the Participant’s

base salary, other wages or employment-related benefits as required by law;

iv.a material reduction or diminution in the level of authority,

responsibility, duties or office of the Participant; and

v.the Company’s (or its Affiliate’s) material breach of any

employment agreement to which the Company (or its Affiliate) and the Participant are party at the time of such breach.

The Participant shall not be deemed to have resigned for Good Reason unless (i)

the Participant provides written notice to the Company (and the Affiliate, if applicable) of the existence of the Good Reason event within sixty (60) days after its initial occurrence, (ii) the Company (and the Affiliate, if applicable) fails to cure such Good Reason event within thirty (30) days after receipt of such notice, and (iii) the Participant effectively terminates employment within one-hundred twenty (120) days following the occurrence of the non-cured Good Reason event.

v.“Incentive Stock Option” or “ISO” means an Option intended to be and

designated as an “incentive stock option” within the meaning of Section 422 of the Code.

w.“Incumbent Board” means the portion of the Board constituted of the

individuals who are members of the Board as of the Effective Date and any other individual who becomes a director of the Company after the Effective Date and whose election or appointment by the Board or nomination for election by the Company’s stockholders was approved by a vote

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Exhibit 10.2

of at least two-thirds of the directors then comprising the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board.

x.“Insider” means an Insider as defined in the policies of the TSX Venture Exchange.

y.“Investor Relations Service Provider” means any consultant who performs

and any director, officer, or employee whose role and duties primarily consist of activities that promote or reasonably could be expected to promote the purchase or sale of securities of the Company, but not including:

i.the dissemination of information provided, or records prepared, in

the ordinary course of business to promote the sale of products or services of the Company or to raise public awareness of the Company that cannot reasonably be considered to promote the purchase or sale of securities of the Company;

ii.activities or communications necessary to comply with the

requirements of applicable securities laws or exchange requirements;

iii.communications by a publisher of, or writer for, a newspaper,

magazine or business or financial publication, that is of general and regular paid circulation, distributed only to subscribers to it for value or to purchasers of it, if the communication is only through the newspaper, magazine or publication, and the publisher or writer receives no commission or other consideration other than for acting in the capacity of publisher or writer; or

iv.activities or communications that may be otherwise specified by the TSX Venture Exchange.

z.“Net Exercise” means the Net Exercise method as defined in the policies of

the TSX Venture Exchange.

aa.“Nonqualified Deferred Compensation Rules” means the limitations or

requirements of Section 409A of the Code, as amended from time to time, including the guidance and regulations promulgated thereunder and successor provisions, guidance and regulations thereto.

ab.“Nonqualified Stock Option” or “NQSO” means an Option to purchase

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Exhibit 10.2

Stock, granted under this Plan, which is not intended to be an Incentive Stock Option or that otherwise does not meet the requirements for treatment as an Incentive Stock Option under Section 422 of the Code, or any successor provision.

ac.“Option” means a right, granted to an Eligible Person under Section 6.b, to

purchase Stock at a specified price during specified time periods, which may either be an ISO or a NQSO.

ad.“Participant” means a person who has been granted an Award under the Plan that remains outstanding, including a person who is no longer an Eligible Person.

ae.“Person” means any natural person, corporation, limited partnership,

general partnership, limited liability company, join stock company, joint venture, association, company, estate, trust, bank trust company, land trust, business trust or other organization, whether or not a legal entity, custodian, trustee, executor, administrator, and nominee or entity in a representative capacity.

af.“Qualified Member” means a member of the Board who is (i) a “non-

employee director” within the meaning of Rule 16b-3(b)(3), and (ii) “independent” under the listing standards or rules of the securities exchange upon which the Stock is traded, but only to the extent such independence is required in order to take the action at issue pursuant to such standards or rules.

ag.“Restricted Stock Unit” means a right, granted to an Eligible Person under Section 6.d, to receive Stock, cash or a combination thereof at the end of a specified period or upon the occurrence of an event (which may or may not be coterminous with the vesting schedule of the Award).

ah.“Rule 16b-3” means Rule 16b-3, promulgated by the SEC under Section 16

of the Exchange Act.

ai.“SAR” means a stock appreciation right granted to an Eligible Person under Section 6.c.

aj.“SEC” means the Securities and Exchange Commission.

ak.“Securities Act” means the Securities Act of 1933, as amended from time

to time, including the guidance, rules and regulations promulgated thereunder and successor provisions, guidance, rules and regulations thereto.

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Exhibit 10.2

al.“Stock” means the Company’s Common Stock, without par value in the

capital of the Company, and such other securities as may be substituted (or re-substituted) for Stock pursuant to Section 8.

am.“Substitute Award” means an Award granted under Section 6.g.

an.“VWAP” means VWAP as defined in the policies of the TSX Venture Exchange.

3.Administration.

a.Authority of the Committee. The Plan shall be administered by the Committee except to the extent the Board elects to administer the Plan, in which case references herein to the “Committee” shall be deemed to include references to the “Board.” Subject to the express provisions of the Plan, Rule 16b-3 and other applicable laws, the Committee shall have the authority, in its sole and absolute discretion, to:

i.designate Eligible Persons as Participants;

ii.determine the type or types of Awards to be granted to an Eligible Person;

iii.determine the number of shares of Stock or amount of cash to be covered by Awards;

iv.determine the terms and conditions of any Award, including whether, to what extent and under what circumstances Awards may be vested, settled, exercised, cancelled or forfeited (including conditions based on continued employment or service requirements or the achievement of one or more performance goals);

v.modify, waive or adjust any term or condition of an Award that has been granted, which may include the acceleration of vesting, waiver of forfeiture restrictions, modification of the form of settlement of the Award (for example, from cash to Stock or vice versa), early termination of a performance period, or modification of any other condition or limitation regarding an Award;

vi.determine the treatment of an Award upon a termination of employment or other service relationship;

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Exhibit 10.2

vii.impose a holding period with respect to an Award or the shares of Stock received in connection with an Award; viii. interpret and administer the Plan and any Award Agreement;

ix.correct any defect, supply any omission or reconcile any inconsistency in the Plan, in any Award, or in any Award Agreement; and

x.make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.

The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. Any action of the Committee shall be final, conclusive and binding on all Persons, including the Company, the Affiliates, stockholders, Participants, beneficiaries, and permitted transferees under Section 7.a or other Persons claiming rights from or through a Participant. Notwithstanding anything to the contrary herein, the Board may, in its sole discretion, at any time and from time to time, exercise any and all rights, duties and responsibilities of the Committee under the Plan, including establishing procedures to be followed by the Committee, but excluding matters that under any applicable law, regulation or rule are required to be determined in the sole discretion of the Committee.

b.Exercise of Committee Authority. At any time that a member of the Committee is not a Qualified Member, any action of the Committee relating to an Award granted or to be granted to an Eligible Person who is then subject to Section 16 of the Exchange Act in respect of the Company where such action is not taken by the full Board may be taken either (i) by a subcommittee, designated by the Committee, composed solely of two or more Qualified Members, or (ii) by the Committee but with each such member who is not a Qualified Member abstaining or recusing himself or herself from such action; provided, however, that upon such abstention or recusal, the Committee remains composed solely of two or more Qualified Members. Such action, authorized by such a subcommittee or by the Committee upon the abstention or recusal of such non-Qualified Member(s), shall be the action of the Committee for purposes of the Plan. For the avoidance of doubt, the full Board may take any action relating to an Award granted or to be granted to an Eligible Person who is then subject to Section 16 of the Exchange Act in respect of the Company.

c.Delegation of Authority. The Committee may delegate any or all of its

powers and duties under the Plan to a subcommittee of directors or to any officer of the Company, including the power to perform administrative functions and grant Awards; provided, however, that such delegation does not (i) violate applicable law, or (ii) result in the loss of an exemption under Rule 16b-3(d)(1) for Awards granted to Participants subject to Section 16 of the Exchange Act in respect of the Company. Upon any such delegation, all references in the Plan to

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Exhibit 10.2

the “Committee,” other than in Section 8, shall be deemed to include any subcommittee or officer of the Company to whom such powers have been properly delegated by the Committee. Any such delegation shall not limit the right of such subcommittee members or such an officer to receive Awards; provided, however, that such subcommittee members and any such officer may not grant Awards to himself or herself, a member of the Board, or any executive officer of the Company or an Affiliate, or take any action with respect to any Award previously granted to himself or herself, a member of the Board, or any executive officer of the Company or an Affiliate. Any such delegation may be revoked by the Committee at any time. The Committee may also appoint agents who are not executive officers of the Company or members of the Board to assist in administering the Plan, provided, however, that such individuals may not be delegated the authority to grant or modify any Awards that will, or may, be settled in Stock.

d.Limitation of Liability. The Committee and each member thereof shall be

entitled to, in good faith, rely or act upon any report or other information furnished to him or her by any officer or employee of the Company or any of the Affiliates, the Company’s legal counsel, independent auditors, consultants or any other agents assisting in the administration of the Plan. Members of the Committee and any officer or employee of the Company or any of the Affiliates acting at the direction or on behalf of the Committee shall not be personally liable for any action or determination taken or made in good faith with respect to the Plan, and shall, to the fullest extent

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permitted by law, be indemnified and held harmless by the Company with respect to any such action or determination.

e.Participants in Non-U.S. Jurisdictions. Notwithstanding any provision of

the Plan to the contrary, to comply with applicable laws in countries other than the United States in which the Company or any of the Affiliates operates or has employees, directors or other service providers from time to time, or to ensure that the Company complies with any applicable requirements of foreign securities exchanges, the Committee, in its sole discretion, shall have the power and authority to: (i) determine which of the Affiliates will be covered by the Plan; (ii) determine which Eligible Persons outside the United States are eligible to participate in the Plan; (iii) modify the terms and conditions of any Award granted to Eligible Persons outside the United States to comply with applicable foreign laws or listing requirements of any foreign exchange; (iv) establish sub-plans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable (any such sub-plans and/or modifications shall be attached to the Plan as appendices), provided, however, that no such sub-plans and/or modifications shall increase the share limitations contained in Section 4.a; and (v) take any action, before or after an Award is granted, that it deems advisable to comply with any applicable governmental regulatory exemptions or approval or listing requirements of any such foreign securities exchange. For purposes of the Plan, all references to foreign laws, rules, regulations or taxes shall be references to the laws, rules, regulations and taxes of any applicable jurisdiction other than the United States or a political subdivision thereof.

4.Stock Subject to the Plan.

a.Number of Shares Available for Delivery; ISO Limitation. Subject to

adjustment in a manner consistent with Section 8, 18,473,041 shares of Stock, equal to 10% of the issued and outstanding shares of the Company on the Board Approval Date, are reserved and available for delivery with respect to Awards (the “Aggregate Share Limit”). Subject to adjustment in a manner consistent with Section 8, the aggregate maximum number of shares of Stock that may be issued pursuant to the exercise of Incentive Stock Options from the Aggregate Share Limit is 18,473,041 shares. In addition to any other limits set forth under the Plan, including under Section 5 hereof, no more than 1.3% of the issued and outstanding shares of Stock (measured as of December 31st of the immediately preceding calendar year) may be awarded in any calendar year. The Committee may make exceptions to this limit, but no other Plan limits, when making inducement or sign-on Awards when hiring an executive officer of the Company or an Affiliate.

b.Application of Limitation to Grants of Awards. No Award may be granted

if the number of shares of Stock that must be delivered in connection with such Award exceeds the number of shares of Stock remaining available under the Plan minus the number of shares of Stock issuable in settlement of or relating to then-outstanding Awards (including, for the avoidance of doubt, Dividend Equivalents and, while the Company remains listed on the TSX

Exhibit 10.2

Venture Exchange, Substitute Awards), unless the Committee specifically provides that such Award is granted contingent upon receiving stockholder approval of a number of shares of Stock that would exceed the number of shares required to be delivered. The Committee may adopt reasonable counting procedures to ensure appropriate counting, avoid double counting and make adjustments if the number of shares of Stock actually delivered differs from the number of shares previously counted in connection with an Award. For the avoidance of doubt and unless the Committee adopts

{00045459:10}

an alternative counting procedure, for so long as the Company remains listed on the TSX Venture Exchange, shares of Stock underlying Awards that are subject to the achievement of performance goals shall be considered issuable or related to outstanding Awards for purposes of this Section 4.b based on the maximum value of such Awards unless and until such time as such Awards become vested and settled in shares of Stock.

c.Availability of Shares Not Delivered under Awards. If all or any portion of

an Award expires or is cancelled, forfeited, exchanged, settled in cash or otherwise terminated, the shares of Stock subject to such Award (including (i) the number of shares withheld or surrendered to the Company in payment of any exercise or purchase price of an Award or taxes relating to Awards and (ii) shares that were subject to an Option or SAR but were not issued or delivered as a result of net settlement or Net Exercise of such Option or SAR) shall not be considered “delivered shares” under the Plan, shall be available for delivery with respect to Awards, and shall no longer be considered issuable or related to outstanding Awards for purposes of Section 4.b or Section 5. If an Award may be settled only in cash, such Award need not be counted against any share limit under this Section 4.c or Section 5. Any shares of Stock underlying options that are outstanding under the Predecessor Plan as of the Effective Date that later expire or are cancelled, forfeited, exchanged, settled in cash or otherwise terminated without a delivery of shares of Stock thereunder shall become available again for grant with respect to Awards under the Plan.

d.Shares Available Following Certain Transactions. Subject to any required TSX Venture Exchange and/or stockholder approval, Substitute Awards may be granted in accordance with TSX Venture Exchange (and any other applicable stock exchange) requirements in substitution or exchange for awards previously granted by a company acquired by the Company or any subsidiary or with which the Company or any subsidiary combines. Substitute Awards shall reduce the shares authorized for issuance under the Plan and count against the limitations on grants under Sections 4 and 5; provided, for the avoidance of doubt, shares subject to such Substitute Awards shall be added to the shares available for issuance under the Plan if such Substitute Awards are later cancelled, forfeited, settled in cash or otherwise terminated without a delivery of shares of Stock.

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Exhibit 10.2

e.Stock Offered. The shares of Stock to be delivered under the Plan shall be

made available from (i) authorized but unissued shares of Stock, (ii) Stock held in the treasury of the Company, or (iii) previously issued shares of Stock reacquired by the Company, including shares purchased on the open market.

5.Eligibility; Award Limitations for Certain Persons.

a.Awards may be granted under the Plan only to Eligible Persons.

b.In each calendar year during any part of which the Plan is in effect, the

aggregate value of all compensation granted or paid by the Company, as applicable, to any individual for service as a non-employee member of the Board, including cash fees paid outside of the Plan and Awards granted under the Plan(with Award value determined, if applicable, pursuant to ASC Topic 718 as of the grant date) shall not exceed $500,000; provided, that, the limitation set forth in this Section 5.b (i) shall, for the avoidance of doubt, remain subject to the limitations set forth in Section 4 and the rest of this Section 5 and (ii) shall be without regard to grants of Awards, if any, made to a non-employee member of the Board during any period in which such individual was an employee of the Company or of any of its Affiliates or was otherwise providing services to the Company or to any of its Affiliates other than in the capacity as a director of the Company.

c.This Section 5.c shall only apply to the extent the Company is listed on the TSX Venture Exchange:

i.In any 12-month period, no one person may be granted Awards under this Plan and/or the Predecessor Plan in excess of 5% of issued and outstanding Stock, calculated as of the date any such Award is granted or issued.

ii.In any 12-month period, a consultant may not be granted Awards under this Plan and/or the Predecessor Plan in excess of 2% of issued and outstanding Stock, calculated as of the date any such Awards is granted or issued.

iii.Investor Relations Service Provider may not receive any Award under this Plan and/or the Predecessor Plan other than Options. Such Options shall vest over a period of not less than 12 months, such that: no more than 25% of the Options vest no sooner than three (3) months after the Options were granted; no more than another 25% of the Options vest no sooner than six (6) months after the Options were granted; no more than another 25% of the Options vest no sooner than nine (9) months after the Options were

{00045459:10}

Exhibit 10.2

granted; and the remainder of the Options vest no sooner than twelve (12) months after the Options were granted. In any 12-month period, an Investor Relations Service Provider may not be granted Options in excess of 2% of issued and outstanding Stock, calculated as of the date any such Option is granted or issued.

iv.Awards granted under this Plan and/or the Predecessor Plan to Insiders (as a group) may not exceed 10% of issued and outstanding Stock at any point in time, calculated as of the date any such Award is granted or issued.

v.In any 12-month period, Awards granted under this Plan and/or the Predecessor Plan to Insiders (as a group) may not exceed 10% of issued and outstanding Stock, calculated as of the date any such Award is granted or issued.

d.For the avoidance of doubt, grants of Dividend Equivalents shall count

against the limits in Sections 4 and 5 like all other Awards granted hereunder. If there are not a sufficient number of shares of Stock under the Plan to satisfy the obligations of any Dividend Equivalent granted that is settleable in whole or in part in shares of Stock, the Dividend Equivalent shall be settled in cash.

6.Specific Terms of Awards.

a.     General.

i.Awards may be granted on the terms and conditions set forth in this Section 6. In addition, the Committee may impose on any Award or the exercise thereof, at the date of grant or thereafter (subject to Section 10.p), such additional terms, conditions and restrictions, not inconsistent with the provisions of the Plan, as the Committee shall determine in its sole discretion.

ii.Without limiting the scope of Section 6.a.i, with respect to any performance-based conditions, (A) the Committee may use one or more business criteria or other measures of performance as it may deem appropriate in establishing any performance goals applicable to an Award, (B) any such performance goals may relate to the performance of the Participant, the Company (on a consolidated basis), or to specified Affiliates, subsidiaries, business or geographical units or operating areas of the Company, or may be applied to the performance of the Company relative to a market index, a group of other companies or a combination thereof, (C) the performance period or periods over which performance goals will be measured shall be established by the Committee, and (D)

{00045459:10}

Exhibit 10.2

any such performance goals and performance periods may differ among Awards granted to any one Participant or to different Participants. At the time such an Award is granted, the Committee may specify any reasonable definition of the performance goals it uses. Such definitions may provide for equitable adjustments to the performance goals in recognition of unusual or non-recurring events affecting the Company or an Affiliate thereof or the financial statements of the Company or an Affiliate thereof, in response to changes in applicable laws or regulations, or to account for items of gain, loss or expense determined to be unusual in nature and/or infrequent in occurrence, related to the disposal of a segment of a business or related to a change in accounting principles. If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company or the manner in which the Company or an Affiliate conducts its business, or other events or circumstances render performance goals to be unsuitable, the Committee may modify such performance goals in whole or in part, as the Committee deems appropriate. If a Participant is promoted, demoted or transferred to a different business unit or function during a performance period, the Committee may determine that the performance goals or performance period are no longer appropriate and may (x) adjust, change or eliminate the performance goals or the applicable performance period as it deems appropriate to make such goals and

period comparable to the initial goals and period, or (y) make a cash payment to the Participant in an amount determined by the Committee. Except as otherwise provided in an Award Agreement, the Committee may exercise its discretion to reduce or increase the amounts payable under any Award, subject to the limitations of Sections 4 and 5. If there are not a sufficient number of shares of Stock under the Plan to satisfy the obligations of any Award subject to performance-based conditions, the Award shall be settled in cash.

iii.This Section 6.a.iii shall only apply while the Company remains listed on the TSX Venture Exchange:

1.No Award (including a Dividend Equivalent), other than an Option, may vest before the date that is one year following the date on which the Award is granted, except in the case of accelerated vesting upon a Participant’s death or a Change in Control.

{00045459:10}

Exhibit 10.2

2.All Awards shall vest or be forfeited no later than 12 months after the Participant to whom such Award is granted ceases to be an Eligible Person under the Plan.

iv. If included in an Award Agreement, in the event that the date provided for expiration or settlement of an Award falls within a Blackout Period imposed by the Company pursuant to a trading policy as the result of the bona fide existence of undisclosed material information, the expiry date or settlement date, as applicable, of the Award shall automatically be extended to the date that is ten (10) business days following the date of expiry of the Blackout Period. Notwithstanding the foregoing, there will be no extension of any Award if the Company (or the Participant) is subject to a cease trade order (or similar order under applicable law). Notwithstanding anything to the contrary herein contained, in no event, including as a result of the any Blackout Period, shall the expiration of any Option issued to a U.S. Participant be extended beyond the original expiry date if the Option has an Exercise Price that is less than the Fair Market Value of the Stock on the date of the proposed extension.

b.Options. The Committee is authorized to grant Options, which may be

designated as either ISOs or NQSO’s, to Eligible Persons on the following terms and conditions and such additional terms, conditions and restrictions, not inconsistent with the provisions of the Plan, as the Committee shall determine in its sole discretion:

i.Exercise Price. Each Award Agreement evidencing an Option shall state the exercise price per share of Stock (the “Exercise Price”) established by the Committee; provided, however, that except as provided in Section 6.g or in Section 8, the Exercise Price of an Option shall not be less than the greater of (A) the par value per share of the Stock; (B) 100% of the Fair Market Value per share of the Stock as of the date of grant of the Option (or in the case of an ISO granted to an individual who owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or its parent or any of its subsidiaries, 110% of the Fair Market Value per share of the Stock on the date of grant); or (C) the Discounted Market Price. Notwithstanding the foregoing, the Exercise Price of a NQSO may be less than 100% of the Fair Market Value per share of Stock as of the date of grant of the Option (but no less than the Discounted Market Price) if the Option (1) does not provide for a deferral of compensation by reason of satisfying the short-term deferral exception set forth in the Nonqualified Deferred Compensation

{00045459:10}

Exhibit 10.2

Rules or (2) provides for a deferral of compensation and is compliant with the Nonqualified Deferred Compensation Rules.

ii.Time and Method of Exercise; Other Terms. The Committee shall determine the methods by which the Exercise Price may be paid or deemed to be paid and the form of such payment; provided, that, such methods and forms of payment shall be limited to cash, Cashless Exercise and, except for Options held by any Investor Relations Service Provider or Options intended to qualify as ISOs, Net Exercise. The Committee shall also determine the methods by or forms in which Stock will be delivered or deemed to be delivered to Participants and any other terms and conditions of any Option. In the case of an exercise whereby the Exercise Price is paid with Stock under a Net Exercise procedure, such Stock shall be valued based on the Stock’s VWAP as of the date of exercise. No Option may be exercisable for a period of more than ten years following the date of grant of the Option (or in the case of an ISO granted to an individual who owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or its parent or any of its subsidiaries, for a period of more than five years following the date of grant of the ISO). Unless otherwise provided in an Award Agreement or as directed by a Participant in writing to the Company, any Option (other than an ISO) that is exercisable but unexercised as of the day immediately before the Option’s expiration date may be automatically exercised, in accordance with procedures established for this purpose by the Committee, but only if the Participant is currently employed or in service to the Company (or an Affiliate) and the Exercise Price is less than the Fair Market Value of a share of Stock on that date. In the event of an automatic exercise, payment of the Exercise Price and any applicable tax withholdings shall be made by a Net Exercise procedure.

iii.Amendments. Any reduction in the Exercise Price of an Option or extension of the term of such Option, where the Participant is an Insider of the Company, shall be subject to stockholder approval.

iv.ISOs. The terms of any ISO granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code. ISOs may only be granted to Eligible Persons who are employees of the Company or employees of a parent or any subsidiary corporation of the Company (within the meaning of Sections 424(e) and (f) of the Code). Except as otherwise provided in Section 8, no term of the Plan relating to ISOs shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be exercised, so as to disqualify either the Plan or

{00045459:10}

Exhibit 10.2

any ISO under Section 422 of the Code, unless notice has been provided to the Participant that such change will result in disqualification. ISOs shall not be granted more than ten years after the earlier of the adoption of the Plan or the approval of the Plan by the Company’s stockholders.

Notwithstanding the foregoing, to the extent that the aggregate Fair Market Value of shares of Stock subject to an ISO and the aggregate Fair Market Value of shares of stock of any parent or subsidiary corporation (within the meaning of Sections 424(e) and (f) of the Code) subject to any other incentive stock options of the Company or a parent or subsidiary corporation (within the meaning of Sections 424(e) and (f) of the Code) that are exercisable for the first time by a Participant during any calendar year exceeds $100,000, or such other amount as may be prescribed under Section 422 of the Code, such excess shall be treated as NQSO in accordance with the Code. As used in the previous sentence, Fair Market Value shall be determined as of the date the ISO is granted. If a Participant shall make any disposition of shares of Stock issued pursuant to an ISO under the circumstances described in Section 421(b) of the Code (relating to disqualifying dispositions), the Participant shall notify the Company of such disposition within the time provided to do so in the applicable Award Agreement.

c.SARs. The Committee is authorized to grant SARs to Eligible Persons on

the following terms and conditions and such additional terms, conditions and restrictions, not inconsistent with the provisions of the Plan, as the Committee shall determine in its sole discretion:

i.Right to Payment. An SAR is a right to receive, upon exercise thereof, the excess of (A) the Fair Market Value of one share of Stock on the date of exercise over (B) the grant price of the SAR as determined by the Committee.

ii.Grant Price. Each Award Agreement evidencing an SAR shall state the grant price per share of Stock established by the Committee; provided, however, that except as provided in Section 6.g or in

Section 8, the grant price per share of Stock subject to an SAR shall not be less than the greater of (A) the par value per share of the Stock, (B) 100% of the Fair Market Value per share of the Stock as of the date of grant of the SAR or (C) the Discounted Market Price. Notwithstanding the foregoing, the grant price of an

{00045459:10}

Exhibit 10.2

SAR may be less than 100% of the Fair Market Value per share of Stock subject to an SAR as of the date of grant of the SAR (but no less than the Discounted Market Price) if the SAR (1) does not provide for a deferral of compensation by reason of satisfying the short-term deferral exception set forth in the Nonqualified Deferred Compensation Rules or (2) provides for a deferral of compensation and is compliant with the Nonqualified Deferred Compensation Rules.

iii.Method of Exercise and Settlement; Other Terms. The Committee shall determine the form of consideration payable upon settlement, the method by or forms in which Stock (if any) will be delivered or deemed to be delivered to Participants, and any other terms and conditions of any SAR. No SAR may be exercisable for a period of more than ten years following the date of grant of the SAR. Unless otherwise provided in an Award Agreement or as directed by a Participant in writing to the Company, any SAR that is exercisable but unexercised as of the day immediately before the SAR’s expiration date may be automatically exercised, in accordance with procedures established for this purpose by the Committee, but only if the Participant is currently employed or in service to the Company (or an Affiliate) and the grant price is less than the Fair Market Value of a share of Stock on that date. In the event of an automatic exercise, payment of the grant price and any applicable tax withholdings shall be made by a “net exercise” procedure.

d.Restricted Stock Units. The Committee is authorized to grant Restricted Stock Units to Eligible Persons on the following terms and conditions and such additional terms, conditions and restrictions, not inconsistent with the provisions of the Plan, as the Committee shall determine in its sole discretion:

i.Award and Restrictions. Restricted Stock Units shall be subject to such restrictions (which may include a risk of forfeiture) as the Committee may impose.

ii.Settlement. Settlement of vested Restricted Stock Units shall occur upon vesting or upon expiration of the deferral period specified for such Restricted Stock Units by the Committee (or, if permitted by the Committee, as elected by the Participant). Restricted Stock Units shall be settled by delivery of (A) a number of shares of Stock equal to the number of Restricted Stock Units for which settlement is due, or (B) cash in an amount equal to the Fair Market Value of

{00045459:10}

Exhibit 10.2

the specified number of shares of Stock equal to the number of Restricted Stock Units for which settlement is due, or a combination thereof, as determined by the Committee at the date of grant or thereafter.

e.Dividend Equivalents. The Committee is authorized to grant Dividend Equivalents to Eligible Persons, entitling any such Eligible Person to receive cash, Stock, other Awards, or other property equal in value to dividends or other distributions paid with respect to a specified number of shares of Stock on such terms, conditions and restrictions, not inconsistent with the provisions of the Plan, as the Committee shall determine in its sole discretion. Dividend Equivalents may be awarded on a free-standing basis or in connection with another Award (other than an Award of Options or SARs). The Committee may provide that Dividend Equivalents that are granted on a free-standing basis shall be paid or distributed when accrued or at a later specified date and, if distributed at a later date, may be deemed to have been reinvested in additional Stock, Awards, or other investment vehicles or accrued in a bookkeeping account without interest, and subject to such restrictions on transferability and risks of forfeiture, as the Committee may specify. Dividend Equivalents granted in connection with another Award shall be subject to the same restrictions and risk of forfeiture as the Award with respect to which the dividends accrue and shall not be paid unless and until such Award has vested and been earned. Dividend Equivalents shall not confer on a Participant any of the rights of a stockholder of the Company unless and until the Participant is duly issued or transferred shares of Stock in accordance with the terms of the Dividend Equivalent. Any Dividend Equivalents granted will be subject to any pre-clearance requirements of the TSX Venture Exchange.

f.Cash Awards. The Committee is authorized to grant Cash Awards, on a free-

standing basis or as an element of, a supplement to, or in lieu of any other Award under the Plan to Eligible Persons in such amounts and subject to such other terms, conditions and restrictions, not inconsistent with the provisions of the Plan, as the Committee in its discretion determines to be appropriate, including for purposes of any annual or short-term incentive or other bonus program. In any 12-month period, a director of the Company may not be granted Cash Awards under this Plan in excess of US $500,000.

g.Substitute Awards. Subject to any required TSX Venture Exchange and/or

stockholder approval, Awards may be granted under the Plan (i) in substitution or exchange for any other Award granted under the Plan or under another plan of the Company or an Affiliate or any other right of an Eligible Person to receive payment from the Company or an Affiliate and (ii) in substitution for awards held by individuals who become Eligible Persons as a result of a merger, consolidation or acquisition of another entity or the assets of another entity by or with the Company or an Affiliate. Such Substitute Awards referred to in romanette (ii) of the

{00045459:10}

Exhibit 10.2

immediately preceding sentence that are Options or SARs may have an exercise or grant price that is less than the Fair Market Value of a share of Stock on the date of the substitution if such substitution complies with TSX Venture Exchange rules (including that any adjustment to the exercise or grant price of such Options or SARs is completed in accordance with the share exchange ratio applicable to the underlying transaction), the Nonqualified Deferred Compensation Rules, does not constitute a “modification” as defined in Code Section 424(h)(3) and the applicable Treasury regulations, and complies with other applicable laws and exchange rules.

h.No Repricing. Except as provided in Section 6.g or in Section 8, without

the approval of the stockholders of the Company, the terms of outstanding Awards may not be amended to (i) reduce the Exercise Price or grant price of an outstanding Option or SAR, (ii) grant a new Option, SAR or other Award in substitution for, or upon the cancellation of, any previously granted Option or SAR that has the effect of reducing the Exercise Price or grant price thereof, (iii) exchange any Option or SAR for Stock, cash or other consideration when the Exercise Price or grant price per share of Stock under such Option or SAR equals or exceeds the Fair Market Value of a share of Stock or (iv) take any other action that would be considered a “repricing” of an Option or SAR under the applicable listing standards of the national securities exchange on which the Stock is listed (if any).

7.Certain Provisions Applicable to Awards.

a.     Limit on Transfer of Awards.

i.Each Option and SAR shall be exercisable only by the Participant during the Participant’s lifetime, or by the Person to whom the Participant’s rights shall pass by will or the laws of descent and distribution. Notwithstanding anything to the contrary in this Section 7.a, an ISO shall not be transferable other than by will or the laws of descent and distribution.

ii.Except as provided in this Section 7.a.i, no Award, and no right under any such Award, may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate.

b.Form and Timing of Payment under Awards; Deferrals. Subject to the terms

of the Plan and any applicable Award Agreement, payments to be made by the Company or any of the Affiliates upon the exercise or settlement of an Award may be made in such forms as the Committee shall determine in its discretion, which shall be limited to cash, Cashless Exercise, or Net Exercise, and may be made in a single payment or transfer, in installments, or on a deferred

{00045459:10}

Exhibit 10.2

basis (which may be required by the Committee or permitted at the election of the Participant on terms and conditions established by the Committee); provided, however, that any such deferred or installment payments will be set forth in the Award Agreement. Payments may include, without limitation, provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of Dividend Equivalents or other amounts in respect of installment or deferred payments denominated in Stock. Provided further, any such deferral must comply with the applicable requirements of Section 409A of the Code and the Treasury regulations thereunder so that such deferral does not cause the Participant to be subject to taxes and interest pursuant to Section 409A of the Code.

c.Evidencing Stock. The Stock or other securities of the Company delivered

pursuant to an Award may be evidenced in any manner deemed appropriate by the Committee in its sole discretion, including in the form of a certificate issued in the name of the Participant or by book entry, electronic or otherwise, and shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the SEC, any stock exchange upon which such Stock or other securities are then listed, and any applicable laws, and the Committee may cause a legend or legends to be inscribed on any such certificates to make appropriate reference to such restrictions.

d.Consideration for Grants. Awards may be granted for such consideration,

including services, as the Committee shall determine, but shall not be granted for less than the minimum lawful consideration.

e.Additional Agreements. Each Eligible Person to whom an Award is granted

under the Plan may be required to agree in writing, as a condition to the grant of such Award or otherwise, to subject an Award that is exercised or settled following such Eligible Person’s termination of employment or service to a general release of claims and/or a restrictive covenant agreement in favor of the Company and the Affiliates, with the terms and conditions of such agreement(s) to be determined in good faith by the Committee.

f.Corporate Action Constitution Grant of Awards. Corporate action

constituting a grant by the Company of an Award to any Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Committee, regardless of when the instrument, certificate, or letter evidencing the Award is communicated to, or actually received or accepted by, the Participant. In the event that the corporate records (e.g., Committee consents, resolutions or minutes) documenting the corporate action approving the grant contain terms (e.g., exercise or grant price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement or related grant documents as a result of a clerical error in the Award Agreement or related grant documents, the corporate records will control and the Participant will have no legally binding right to the incorrect term in the Award Agreement or related grant documents.

8.Subdivision or Consolidation; Recapitalization; Change in Control; Reorganization.

{00045459:10}

Exhibit 10.2

a.Existence of Plans and Awards. The existence of the Plan and the Awards

granted hereunder shall not affect in any way the right or power of the Company, the Board or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization, redomestication or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of debt or equity securities ahead of or affecting Stock or the rights thereof, the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding.

b.Additional Issuances. Except as expressly provided herein, the issuance by

the Company of shares of stock of any class, including upon conversion of shares or obligations of the Company convertible into such shares or other securities, and in any case whether or not for fair value, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of shares of Stock subject to Awards theretofore granted or the purchase price per share of Stock, if applicable.

c.Subdivision or Consolidation of Shares. The terms of an Award and the

share limitations under the Plan shall be subject to adjustment by the Committee from time to time, in accordance with the following provisions; provided, that, while the Company remains listed on the TSX Venture Exchange, other than in connection with a security consolidation or security split, the following adjustments remain subject to prior approval by the TSX Venture Exchange:

i.If at any time, or from time to time, the Company shall subdivide as a whole (by reclassification, by a Stock split, by the issuance of a distribution on Stock payable in Stock, or otherwise) the number of shares of Stock then outstanding into a greater number of shares of Stock or in the event the Company distributes an extraordinary cash dividend, then, as appropriate (A) the maximum number of shares of Stock available for delivery with respect to Awards and applicable limitations with respect to Awards provided in Section 4 and Section 5 (other than cash limits) shall be increased proportionately, and the kind of shares or other securities available for the Plan shall be appropriately adjusted, (B) the number of shares of Stock (or other kind of shares or securities) that may be acquired under any then outstanding Award shall be increased proportionately, and (C) the price (including the Exercise Price or grant price) for each share of Stock (or other kind of shares or securities) subject to then outstanding Awards shall be reduced proportionately, without changing the aggregate purchase price or value as to which outstanding Awards remain exercisable or subject to restrictions; provided, however, that in the case of an extraordinary cash dividend that is not an Adjustment Event, the adjustment to the number of shares of Stock and the Exercise Price

{00045459:10}

Exhibit 10.2

or grant price, as applicable, with respect to an outstanding Option or SAR may be made in such other manner as the Committee may determine that is permitted pursuant to applicable tax and other laws, rules and regulations.

ii.If at any time, or from time to time, the Company shall consolidate as a whole (by reclassification, by reverse Stock split, or otherwise) the number of shares of Stock then outstanding into a lesser number of shares of Stock, then, as appropriate (A) the maximum number of shares of Stock available for delivery with respect to Awards and applicable limitations with respect to Awards provided in Section 4 and Section 5 (other than cash limits) shall be decreased proportionately, and the kind of shares or other securities available for the Plan shall be appropriately adjusted, (B) the number of shares of Stock (or other kind of shares or securities) that may be acquired under any then outstanding Award shall be decreased proportionately, and (C) the price (including the Exercise Price or grant price) for each share of Stock (or other kind of shares or securities) subject to then outstanding Awards shall be increased proportionately, without changing the aggregate purchase price or

value as to which outstanding Awards remain exercisable or subject to restrictions.

d.Recapitalization. In the event of any change in the capital structure or

business of the Company or other corporate transaction or event (including a redomestication of the Company) that would be considered an “equity restructuring” within the meaning of ASC Topic 718 and, in each case, that would result in an additional compensation expense to the Company pursuant to the provisions of ASC Topic 718, if adjustments to Awards with respect to such event were discretionary or otherwise not required (each such an event, an “Adjustment Event”), then the Committee shall equitably adjust (i) the aggregate number or kind of shares that thereafter may be delivered under the Plan, (ii) the number or kind of shares or other property (including cash) subject to an Award, (iii) the terms and conditions of Awards, including the purchase price, grant price or Exercise Price of Awards and performance goals, as applicable, and (iv) the applicable limitations with respect to Awards provided in Section 4 and Section 5(other than cash limits) to equitably reflect such Adjustment Event (“Equitable Adjustments”). In the event of any change in the capital structure or business of the Company or other corporate transaction or event that would not be considered an Adjustment Event, and is not otherwise addressed in this Section 8, the Committee shall have complete discretion to make Equitable Adjustments (if any) in such manner as it deems appropriate with respect to such other event. Notwithstanding the foregoing, while the Company remains listed on the TSX Venture Exchange, other than in connection with a security consolidation or security split, the foregoing actions under this Section 8.d remain subject to prior approval by the TSX Venture Exchange.

e.Change in Control and Other Events. Except to the extent otherwise

{00045459:10}

Exhibit 10.2

provided in any applicable Award Agreement, in the event of a Change in Control in which the Company is the surviving entity and any adjustments necessary to preserve the value of the Participants’ outstanding Awards have been made, or the Company’s successor at the time of the Change in Control irrevocably assumes the Company’s obligations under the Plan or replaces each Participant’s outstanding Award with an award of equal or greater value and having terms and conditions no less favorable to the Participant than those applicable to the Participant’s Award immediately prior to the Change in Control, there will be no accelerated vesting of Participants’ Awards solely upon the occurrence of a Change in Control. In the event of a Change in Control or other changes in the Company or the outstanding Stock by reason of a recapitalization, reorganization, merger, consolidation, combination, exchange or other relevant change occurring after the date of the grant of any Award, the Committee, acting in its sole discretion without the consent or approval of any holder, may exercise any power enumerated in Section 3 (including the power to accelerate vesting, waive any forfeiture conditions or otherwise modify or adjust any other condition or limitation regarding an Award) and may also effect one or more of the following alternatives, which may vary among individual holders and which may vary among Awards held by any individual holder:

i.accelerate the time of exercisability of an Award so that such Award may be exercised in full or in part for a limited period of time on or before a date specified by the Committee, after which specified date all unexercised Awards and all rights of holders thereunder shall terminate;

ii.redeem in whole or in part outstanding Awards by requiring the mandatory surrender to the Company by selected holders of some or all of the outstanding Awards held by such holders (irrespective of whether such Awards are then vested or exercisable) as of a date, specified by the Committee, in which event the Committee shall thereupon cancel such Awards and pay to each holder an amount of cash or other consideration per Award (other than a Dividend Equivalent or Cash Award, which the Committee may separately require to be surrendered in exchange for cash or other consideration determined by the Committee in its discretion) equal to the Change in Control Price, less the Exercise Price and any tax withholding amounts with respect to an Option and less the grant price and any tax withholding amounts with respect to a SAR, as applicable to such Awards; provided, however, that to the extent the Exercise Price of an Option or the grant price of a SAR exceeds the Change in Control Price, such Award may be cancelled for no consideration;

iii.cancel Awards that remain subject to a restricted period and/or a performance period as of the date of a Change in Control or other such event without payment of any consideration to the Participant for such Awards; or

{00045459:10}

Exhibit 10.2

iv.make such adjustments to Awards then outstanding as the Committee deems appropriate to reflect such Change in Control or other such event (including the substitution, assumption, or continuation of Awards by the successor company or a parent or subsidiary thereof); provided, however, that so long as the event is not an Adjustment Event, the Committee may determine in its sole discretion that no adjustment is necessary to Awards then outstanding. If an Adjustment Event occurs, this Section 8.e.iv shall only apply to the extent it is not in conflict with Section 8.d.

Notwithstanding the foregoing, in the event of a Change in Control, unless the Company is the surviving entity and any adjustments necessary to preserve the value of Participants’ outstanding Awards have been made, or the Company’s successor at the time of the Change in Control irrevocably assumes the Company’s obligations under the Plan or replaces each Participant’s outstanding Award with an award of equal or greater value and having terms and conditions no less favorable to the Participant than those applicable to the Participant’s Award immediately prior to the Change in Control: (A) all Awards with time-based vesting conditions or restrictions shall become fully vested (and Options or SARs exercisable) at the time of such Change in Control; and (B) all Awards with respect to which the vesting or amount is based on the satisfaction or achievement of performance goals or other performance-based criteria, shall become earned and vested and the performance criteria shall be deemed to be achieved or fulfilled, at the greater of (1) the performance achieved (as determined by the Committee) or (2) the target level of performance applicable to the Award, but prorated based on the elapsed proportion of the performance period as of the Change in Control. Notwithstanding the foregoing, if the per share Exercise Price for an Option or grant price for a SAR equals or exceeds the Change in Control Price, such Award shall terminate and be canceled. Notwithstanding the foregoing, Options held by an Investor Relations Service Provider may not be accelerated while the Company remains listed on the TSX Venture Exchange without prior approval by the TSX Venture Exchange. Any adjustments under this Section 8.e remain subject to prior approval by the TSX Venture Exchange. 9. Beneficiary Designation.

A Participant’s “beneficiary” is the person or persons entitled to receive payments or other benefits or exercise rights that are available under the Plan in the event of the Participant’s death. A Participant may designate a beneficiary or change a previous beneficiary designation at such times as prescribed by the Committee and by using such forms and following such procedures approved or accepted by the Committee for that purpose. If no beneficiary designated by the Participant is eligible to receive payments or other benefits or exercise rights that are available under the Plan at the Participant’s death, the beneficiary shall be the Participant’s estate.

Notwithstanding the provisions above, the Committee may, in its discretion, after notifying the affected Participants, modify the foregoing requirements, institute additional requirements for beneficiary designations, or suspend the existing beneficiary designations of living Participants or the process of determining beneficiaries under this Section 9, or both, in favor of another method of determining beneficiaries.

{00045459:10}

Exhibit 10.2

Notwithstanding anything herein to the contrary, no claim by a beneficiary to receive payments or other benefits or exercise rights available under the Plan may be made more than twelve months from the Participant’s death.

10.General Provisions.

a.Tax Withholding. The Company and any of the Affiliates are authorized to

withhold from any Award granted, or any payment relating to an Award, including from a distribution of Stock, taxes due or potentially payable in connection with any transaction involving an Award, and to take such other action as the Committee may deem advisable to enable the Company, the Affiliates and Participants to satisfy the payment of withholding taxes and other tax obligations relating to any Award in such amounts as may be determined by the Committee. The Committee shall determine, in its sole discretion, the form of payment acceptable for such tax withholding obligations, which shall be limited to cash, broker-assisted sale following the same rules as Cashless Exercise (except that shares are sold to cover the aggregate tax withholding obligations as opposed to the Exercise Price of the Award) or net settlement following the same rules as Net Exercise (except that shares are withheld by the Company to cover the aggregate tax withholding obligations as opposed to the Exercise Price of the Award). Any determination made by the Committee to allow a Participant who is subject to Rule 16b-3 to pay taxes with shares of Stock through net settlement (following the same rules as Net Exercise) shall be approved by either a committee made up of solely two or more Qualified Members or the full Board. If such tax withholding amounts are satisfied through net settlement (following the same rules as Net Exercise), the maximum number of shares of Stock that may be so withheld or surrendered shall be the number of shares of Stock that have an aggregate Fair Market Value on the date of withholding or surrender equal to the aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, state, foreign and/or local tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment for the Company with respect to such Award, as determined by the Committee.

b.Limitation on Rights Conferred under Plan. Neither the Plan nor any action

taken hereunder shall be construed as (i) giving any Eligible Person or Participant the right to continue as an Eligible Person or Participant or in the employ or service of the Company or any of the Affiliates, (ii) interfering in any way with the right of the Company or any of the Affiliates to terminate any Eligible Person’s or Participant’s employment or service relationship at any time, (iii) giving an Eligible Person or Participant any claim to be granted any Award under the Plan or to be treated uniformly with other Participants and/or employees and/or other service providers, or (iv) conferring on a Participant any of the rights of a stockholder of the Company unless and until the Participant is duly issued or transferred shares of Stock in accordance with the terms of an Award.

c.Relationship to Other Benefits. No Award or payment under the Plan shall

{00045459:10}

Exhibit 10.2

be taken into account in determining any benefits under any pension, retirement, profit sharing, group insurance or other benefit plan of the Company or any Affiliate except as otherwise specifically provided in such other plan or as required by applicable law.

d.Governing Law; Submission to Jurisdiction. All questions arising with

respect to the provisions of the Plan and Awards shall be determined by application of the laws of the State of Delaware, without giving effect to any conflict of law provisions thereof, except to the extent Delaware law is preempted by federal law. The obligation of the Company to sell and deliver Stock hereunder is subject to applicable laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Stock. With respect to any claim or dispute related to or arising under the Plan, the Company and each Participant who accepts an Award hereby consent to the exclusive jurisdiction, forum and venue of the state and federal courts located in Corpus Christi, Texas. EACH PARTICIPANT WHO ACCEPTS AN AWARD IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION, OR OTHER PROCEEDING INSTITUTED BY OR AGAINST SUCH PARTICIPANT IN RESPECT OF THE PARTICIPANT’S RIGHTS OR OBLIGATIONS HEREUNDER.

e.Severability and Reformation. If any provision of the Plan or any Award is

or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable law or, if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award and the remainder of the Plan and any such Award shall remain in full force and effect. If any of the terms or provisions of the Plan or any Award Agreement conflict with the requirements of Rule 16b-3 (as those terms or provisions are applied to Eligible Persons who are subject to Section 16 of the Exchange Act) or Section 422 of the Code (with respect to ISOs), then those conflicting terms or provisions shall be deemed inoperative to the extent they so conflict with the requirements of Rule 16b-3 (unless the Board or the Committee, as appropriate, has expressly determined that the Plan or such Award should not comply with Rule

16b-3) or Section 422 of the Code, in each case, only to the extent Rule 16b-3 and such sections of the Code are applicable. With respect to ISOs, if the Plan does not contain any provision required to be included herein under Section 422 of the Code, that provision shall be deemed to be incorporated herein with the same force and effect as if that provision had been set out at length herein; provided, further, that, to the extent any Option that is intended to qualify as an ISO cannot so qualify, that Option (to that extent) shall be deemed a NQSO for all purposes of the Plan.

f.Unfunded Status of Awards; No Trust or Fund Created. The Plan is intended

{00045459:10}

Exhibit 10.2

to constitute an “unfunded” plan for certain incentive awards. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any general unsecured creditor of the Company or such Affiliate.

g.Nonexclusivity of the Plan. Neither the adoption of the Plan by the Board

nor its submission to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board or a committee thereof to adopt such other incentive arrangements as it may deem desirable. Nothing contained in the Plan shall be construed to prevent the Company or any of the Affiliates from taking any corporate action which is deemed by the Company or such Affiliate to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Plan or any Award made under the Plan. No employee, beneficiary or other Person shall have any claim against the Company or any of the Affiliates as a result of any such action.

h.Fractional Shares. No fractional shares of Stock shall be issued or delivered

pursuant to the Plan or any Award, and the Committee shall determine in its sole discretion whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional shares of Stock or whether such fractional shares of Stock or any rights thereto shall be cancelled, terminated, or otherwise eliminated with or without consideration.

i.Interpretation. Headings are given to the sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof. Words in the masculine gender shall include the feminine gender, and, where appropriate, the plural shall include the singular and the singular shall include the plural. In the event of any conflict between the terms and conditions of an Award Agreement and the Plan, the provisions of the Plan shall control. The use herein of the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation”, “but not limited to”, or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter. References herein to any agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and not prohibited by the Plan.

{00045459:10}

Exhibit 10.2

j.Facility of Payment. Any amounts payable hereunder to any individual

under legal disability or who, in the judgment of the Committee, is unable to manage properly his financial affairs, may be paid to the legal representative of such individual, or may be applied for the benefit of such individual in any manner that the Committee may select, and the Company shall be relieved of any further liability for payment of such amounts.

k.Conditions to Delivery of Stock. Nothing herein or in any Award Agreement shall require the Company to issue any shares with respect to any Award if that issuance would, in the opinion of counsel for the Company (if the Company has requested such an opinion), constitute a violation of the Securities Act, any other applicable statute or regulation, or the rules of any applicable securities exchange or securities association, as then in effect. In addition, each Participant who receives an Award under the Plan shall not sell or otherwise dispose of Stock that is acquired upon grant, exercise or vesting of an Award in any manner that would constitute a violation of any applicable federal or state securities laws, the Plan or the rules, regulations or other requirements of the SEC or any stock exchange upon which the Stock is then listed. At the time of any exercise of an Option or SAR, or at the time of any grant of any other Award, the Company may, as a condition precedent to the exercise of such Option or SAR or settlement of any other Award, require from the Participant (or in the event of his or her death, his or her legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning the holder’s intentions with regard to the retention or disposition of the shares of Stock being acquired pursuant to the Award and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Company (if the Company has requested such an opinion), may be necessary to ensure that any disposition by that holder (or in the event of the holder’s death, his or her legal representatives, heirs, legatees, or distributees) will not involve a violation of the Securities Act, any other applicable state or federal statute or regulation, or any rule of any applicable securities exchange or securities association, as then in effect. Stock or other securities shall not be delivered pursuant to any Award until payment in full of any amount required to be paid pursuant to the Plan or the applicable Award Agreement (including any Exercise Price, grant price, or tax withholding) is received by the Company (or an Affiliate, as applicable).

l.Section 409A of the Code. It is the general intention, but not the obligation,

of the Committee to design Awards to comply with or to be exempt from the Nonqualified Deferred Compensation Rules, and Awards will be operated and construed accordingly. Neither this Section 10.l nor any other provision of the Plan is or contains a representation to any Participant regarding the tax consequences of the grant, vesting, exercise, settlement, or sale of any Award (or the Stock underlying such Award) granted hereunder, and should not be interpreted as such. In no event shall the Company or the Affiliates be liable for all or any

{00045459:10}

Exhibit 10.2

portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with the Nonqualified Deferred Compensation Rules. Notwithstanding any provision in the Plan or an Award Agreement to the contrary, in the event that a “specified employee” (as defined under the Nonqualified Deferred Compensation Rules) becomes entitled to a payment under an Award that would be subject to additional taxes and interest under the Nonqualified Deferred Compensation Rules if the Participant’s receipt of such payment or benefits is not delayed until the earlier of (i) the date of the Participant’s death, or (ii) the date that is six months after the Participant’s “separation from service,” as defined under the Nonqualified Deferred Compensation Rules (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to the Participant until the Section 409A Payment Date. Any amounts subject to the preceding sentence that would otherwise be payable prior to the Section 409A Payment Date will be aggregated and paid in a lump sum without interest on the Section 409A Payment Date. The applicable provisions of the Nonqualified Deferred Compensation Rules are hereby incorporated by reference and shall control over any Plan or Award Agreement provision in conflict therewith.

m.Clawback. The Plan and all Awards granted hereunder are subject to any

written clawback policies that the Company, with the approval of the Board or an authorized committee thereof, may adopt either prior to or following the Effective Date, including any policy adopted to conform to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and rules promulgated thereunder by the SEC and that the Company determines should apply to Awards. Any such policy may subject a Participant’s Awards and amounts paid or realized with respect to Awards to reduction, cancelation, forfeiture or recoupment if certain specified events or wrongful conduct occur, including an accounting restatement due to the Company’s material noncompliance with financial reporting regulations or other events or wrongful conduct specified in any such clawback policy. No recovery of compensation under such a clawback policy will be an event giving rise to a Participant’s right to voluntarily terminate employment upon a “resignation for good reason,” or for a “constructive termination” or any similar term under any plan of or agreement with the Company or an Affiliate.

n.Electronic Delivery and Participation. Any reference herein or in an Award Agreement to a “written” agreement or document will include any agreement or document delivered electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet (or other shared electronic medium controlled by the Company to which the Participant has access). By accepting any Award the Participant consents to receive documents by electronic delivery and to participate in the Plan through any online electronic system established and maintained by the Committee or another third party selected by the Committee.

o.Status under ERISA. The Plan shall not constitute an “employee benefit

plan” for purposes of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended.

{00045459:10}

Exhibit 10.2

p.Plan Effective Date and Term. The Plan was adopted by the Board to be

effective on the Effective Date. No Awards may be granted under the Plan on and after the tenth anniversary of the Effective Date. However, any Award granted prior to such termination (or any earlier termination pursuant to Section 11), and the authority of the Board or Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Award or to waive any conditions or rights under such Award in accordance with the terms of the Plan, shall extend beyond such termination until the final disposition of such Award.

11.Amendments to the Plan and Awards.

a.The Committee may (i) amend, alter, suspend, discontinue or terminate any Award or Award Agreement or (ii) amend or alter the Plan.

b.The Board may (i) amend, alter, suspend, discontinue or terminate the Committee’s authority to grant Awards or otherwise administer the Plan or (ii) amend, alter, suspend, discontinue or terminate the Plan and any Award or Award Agreement.

c.While the Company remains listed on the TSX Venture Exchange (or if the

listing standards or rules of any securities exchange upon which the Stock is traded would so require):

i.other than (1) amendments to fix typographical errors or (2) amendments to clarify existing provisions of the Plan that do not have the effect of altering the scope, nature and intent of such provisions, actions by the Committee and Board to amend or alter the Plan shall be subject to approval by stockholders and the TSX Venture Exchange;

ii.any reduction in the Exercise Price of an Option or extension of the term of such Option, where the Participant is an Insider of the Company, shall be subject to stockholder approval; and

iii.other than amendments to (1) reduce the number of shares of Stock that may be issued under an Award, (2) increase the Exercise Price of an Option or (3) cancel an Award, provided in each case the Company issues a news release outlining the terms thereof, the Company must receive prior approval from the TSX Venture Exchange of all amendments to Awards hereunder (other than Cash Awards).

d.     Actions by the Committee and the Board described in this Section 11 may

{00045459:10}

Exhibit 10.2

be taken without the consent of Participants, except where an action would materially and adversely affect the rights of such Participant under any previously granted and outstanding Award.

{00045459:10}

Document

Exhibit 10.3

Attorney Work Product Privileged and Confidential

Execution Version

MEMBERSHIP INTEREST PURCHASE AGREEMENT

BY AND AMONG

EFR WHITE CANYON CORP.,

a DELAWARE CORPORATION,

ENCORE ENERGY CORP.,

a BRITISH COLUMBIA CORPORATION,

&

ENCORE ENERGY US CORP.,

a NEVADA CORPORATION

____________________________________

DATED AS OF NOVEMBER 13, 2022

_____________________________________

Exhibit 10.3

TABLE OF CONTENTS

Page

ARTICLE I. DEFINITIONS AND INTERPRETATION    1

Section 1.01    Defined Terms    1

Section 1.02    References and Rules of Construction    2

ARTICLE II. PURCHASE AND SALE OF MEMBERSHIP INTERESTS    2

Section 2.01    Agreement to Purchase and Sell Membership Interests    2

Section 2.02    Purchase Consideration    2

Section 2.03    Compensation for Cash Collateral    3

Section 2.04    Transfer of Project Employees.    3

Section 2.05    Withholding    3

ARTICLE III. REPRESENTATIONS AND WARRANTIES OF THE SELLER    4

Section 3.01    Organization and Qualification of the Seller    4

Section 3.02    Organization and Qualification of Acquired Companies    4

Section 3.03    Authorization and Enforceability    4

Section 3.04    Powers of Attorney    4

Section 3.05    No Conflict    4

Section 3.06    Capitalization    5

Section 3.07    Books and Records.    5

Section 3.08    Financial Information; Accounts Receivable    5

Section 3.09    Absence of Certain Changes    6

Section 3.10    Absence of Undisclosed Liabilities    7

Section 3.11    Litigation.    7

Section 3.12    Compliance with Laws; Permits    7

Section 3.13    Alta Mesa Contracts    8

Section 3.14    Alta Mesa Real Property    9

Section 3.15    Alta Mesa Personal Property    9

Section 3.16    Bank Accounts.    9

Section 3.17    Taxes and Assessments    10

Section 3.18    Environmental Matters    11

Section 3.19    Bankruptcy; Solvency    12

Section 3.20    Consents, Approvals or Waivers    12

Section 3.21    Governmental Authorization.    12

Section 3.22    Royalty Obligations.    13

Section 3.23    Employment and Benefit Matters.    13

Section 3.24    Expropriation    15

Section 3.25    Insurance.    15

Section 3.26    Intellectual Property.    15

Section 3.27    COVID-19; CARES Act    16

Section 3.28    Brokers    16

Section 3.29    Technical Report    16

ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF THE ENCORE PARTIES    16

Section 4.01    Existence and Qualification    16

Section 4.02    Power    16

Section 4.03    Authorization and Enforceability    16

4872-6122-7569\18

Exhibit 10.3

TABLE OF CONTENTS

Page

Section 4.04    No Conflicts    17

Section 4.05    Litigation    17

Section 4.06    Consents, Approvals or Waivers    17

Section 4.07    Knowledge of Breach    17

ARTICLE V. COVENANTS OF THE PARTIES    17

Section 5.01    Access to Records    17

Section 5.02    Government Reviews    17

Section 5.03    Public Announcements; Confidentiality    18

Section 5.04    Operation of Business; Pre-Closing Holding Costs; Insurance Premium Loans    18

Section 5.05    Bonds, Letters of Credit and Guaranties    20

Section 5.06    Non-Solicitation and Acquisition Proposals    20

Section 5.07    Further Assurances    22

Section 5.08    The EFR Name    22

Section 5.09    Payment of Slurry Payment Obligation    22

Section 5.10    CFIUS Submission    22

Section 5.11    Prepaid Expenses and Accrued Rental Liabilities    22

Section 5.12    Casualty Loss and Condemnation    23

Section 5.13    Efforts to Obtain Financing; Cooperation.    23

Section 5.14    Financial Records    23

Section 5.15    Audit Cooperation.    24

Section 5.16    Financing Deposit    24

Section 5.17    Cooperation with Transfer of Assets    24

Section 5.18    TSX Venture Exchange Approval    24

Section 5.19    Recording    24

ARTICLE VI. CONDITIONS TO CLOSING    24

Section 6.01    enCore Parties’ Conditions to Closing    24

Section 6.02    Seller’s Conditions to Closing    25

Section 6.03    Frustration of Closing Conditions    26

ARTICLE VII. CLOSING    27

Section 7.01    Time and Place of the Closing    27

Section 7.02    Obligations of the enCore Parties at the Closing    27

Section 7.03    Obligations of the Seller at the Closing    27

ARTICLE VIII. TERMINATION    28

Section 8.01    Termination    28

Section 8.02    Effect of Termination    29

Section 8.03    Reverse Termination Fee    29

ARTICLE IX. INDEMNIFICATION    30

Section 9.01    Indemnification by the Seller    30

Section 9.02    Indemnification by the enCore Parties    31

Section 9.03    Indemnification Actions    31

4872-6122-7569\18

Exhibit 10.3

4872-6122-7569\18

Exhibit 10.3

TABLE OF CONTENTS

Page

Section 9.04    Survivability; Limitation on Actions    33

ARTICLE X. TAX MATTERS    35

Section 10.01    Tax Filings    35

Section 10.02    Current Tax Period Taxes    35

Section 10.03    Purchase Consideration Allocation    36

ARTICLE XI. MISCELLANEOUS    37

Section 11.01    Counterparts    37

Section 11.02    Notice    37

Section 11.03    Tax, Recording Fees, Similar Taxes & Fees    38

Section 11.04    Governing Law; Jurisdiction    38

Section 11.05    Waivers    39

Section 11.06    Assignment    39

Section 11.07    Entire Agreement    39

Section 11.08    Amendment    39

Section 11.09    No Third-Party Beneficiaries    39

Section 11.10    Construction    39

Section 11.11    Conspicuous    39

Section 11.12    Severability    39

APPENDIX A EXHIBIT 1

EXHIBIT 2

EXHIBIT 3

EXHIBIT 4

EXHIBIT 5

EXHIBIT 6

EXHIBIT 7

EXHIBIT 8

EXHIBIT 9

DISCLOSURE SCHEDULES

4872-6122-7569\18

Exhibit 10.3

MEMBERSHIP INTEREST PURCHASE AGREEMENT

This Membership Interest Purchase Agreement (as may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of November 13¸ 2022 (the “Execution Date”), by and among:

EFR WHITE CANYON CORP., a Delaware corporation (the “Seller”), and

ENCORE ENERGY CORP., a British Columbia corporation (“enCore”), and ENCORE ENERGY US CORP., a Nevada corporation (the “Purchaser”).

The Purchaser and enCore may be referred to herein collectively as the “enCore Parties” and individually as an “enCore Party.” The Seller, the Purchaser, and enCore may be referred to herein collectively as the “Parties” and individually as a “Party.”

RECITALS

WHEREAS, the Seller owns all of the limited liability company membership interests (“Membership Interests”) in each of three Texas limited liability companies: EFR Alta Mesa LLC (formerly known as Mesteña Uranium, L.L.C.), Leoncito Plant, L.L.C., and Leoncito Project, L.L.C., (each a “Purchased Company” and together the “Purchased Companies”);

WHEREAS, Leoncito Project, L.L.C. owns all of the limited liability company membership interests (“LR Membership Interests”) in Leoncito Restoration, L.L.C., a Texas limited liability company (“Leoncito Restoration” and together with the Purchased Companies, the “Acquired Companies,” and each an “Acquired Company”);

WHEREAS, the Acquired Companies together own and control the Alta Mesa Assets, as defined and described more particularly in Appendix A of this Agreement, which are used in the mining and production and recovery of uranium (the “Business”); and

WHEREAS, on the terms and conditions set forth herein, Purchaser wishes to purchase the Membership Interests from the Seller, and the Seller wishes to sell the Membership Interests to the Purchaser.

NOW THEREFORE, in consideration of the foregoing and the representations, warranties, covenants, conditions, agreements and promises contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

ARTICLE I. DEFINITIONS AND INTERPRETATION

Section 1.01 Defined Terms. In addition to the terms defined throughout this Agreement, the capitalized terms used herein that are not otherwise defined shall have the meanings set forth in Appendix A.

Exhibit 10.3

Section 1.02    References and Rules of Construction.

(a)All references in this Agreement to Exhibits, Schedules, Appendices, Articles, Sections, subsections and clauses refer to the corresponding Exhibits, Schedules, Appendices, Articles, Sections, subsections and clauses of or to this Agreement unless expressly provided otherwise. The Exhibits, Schedules and Appendices referred to herein are attached to and by this reference incorporated herein for all purposes.

(b)Titles appearing at the beginning of any Exhibits, Schedules, Appendices, Articles, Sections, subsections and clauses of this Agreement are for convenience only, do not constitute any part of this Agreement and shall be disregarded in construing the language hereof.

(c)The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or clause unless expressly so limited. The words “this Article,” “this Section,” “this subsection,” “this clause,” and words of similar import, refer only to the Article, Section, subsection and clause hereof in which such words occur. The word “including” (in its various forms) shall be deemed to include the terms “including, without limitation,” and “including, but not limited to.” Unless expressly provided to the contrary, the word “or” is not exclusive. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires.

(d)Any representation or warranty qualified to the “knowledge of the Seller” or “the Seller’s knowledge” or with any similar knowledge qualification is limited to matters actually known by the respective managers and officers of each of the Seller, Seller Parent, and the Acquired Companies. Any representation or warranty qualified to the “knowledge of the enCore Parties” or “the enCore Parties’ knowledge” or with any similar language qualification is limited to matters actually known by the respective managers and officers of the enCore Parties, and expressly including Paul Goranson and Peter Luthiger.

(e)All references to “$” shall be deemed references to U.S. Dollars.

(f)If any payment is required to be made or other action (including the giving of notice) is required to be taken pursuant to this Agreement on a day which is not a Business Day, then such payment or action shall be considered to have been made or taken in compliance with this Agreement if made or taken on the next succeeding Business Day.

ARTICLE II.

PURCHASE AND SALE OF MEMBERSHIP INTERESTS

Section 2.01 Agreement to Purchase and Sell Membership Interests. Subject to the terms and conditions set forth herein, at the Closing, the Seller shall sell, and Purchaser shall purchase, the Membership Interests in each of the Purchased Companies for the consideration specified in Section 2.02. The Seller shall transfer the Membership Interests in each of the Purchased Companies to the Purchaser through the execution and delivery of assignments in the form attached hereto as Exhibit 1.

Section 2.02 Purchase Consideration. At the Closing, and subject to the terms and conditions set forth herein, the Purchaser shall pay, cause to be paid or delivered to the Seller (and enCore shall cause

Exhibit 10.3

Purchaser to pay, deliver, and assume the amounts set forth below in this Section 2.02 and Section 2.03) the following

Exhibit 10.3

consideration (the “Purchase Consideration”) in exchange for the Seller’s sale and transfer of the Membership Interests to the Purchaser under Section 2.01:

(a)The Purchaser shall pay to the Seller $60,000,000.00 by wire transfer of immediately available funds (the “Cash Consideration”), reduced by the amount of the Financing Deposit, if the Financing Deposit has been paid pursuant to Section 5.16; and

(b)The Purchaser shall deliver to the Seller (i) a secured promissory note to be issued by the Purchased Companies in the original principal amount of $60,000,000.00, substantially in the form of Exhibit 2 (the “Note”), (ii) a pledge agreement as provided under Section 9(i) of the Note, substantially in the form of Exhibit 3 (the “Pledge”), (iii) a security agreement as provided under Section 9(ii) of the Note, substantially in the form of Exhibit 4 (the “Security Agreement”),

(iv) a deed of trust, security agreement, financing statement, fixture filing, and as-extracted collateral filing as provided under Section 9(iv) of the Note, substantially in the form of Exhibit 5 (the “Fee Deed of Trust”), (v) a leasehold deed of trust, assignment of leases and rents, security agreement, financing statement, and fixture filing, and as-extracted collateral filing as provided under Section 9(iv) of the Note, substantially in the form of Exhibit 6 (the “Leasehold Deed of Trust”), and (vi) an unsecured guaranty agreement issued by enCore, substantially in the form of Exhibit 7 (the “Guaranty”) guaranteeing the full repayment and performance of the obligations evidenced by the Note; and

(c)The Purchaser shall assume any and all Reclamation Obligations.

Section 2.03 Compensation for Cash Collateral. At the Closing, the Purchaser shall pay to the Seller by wire transfer of immediately available funds an amount equal to the aggregate amount of any cash collateral deposits supporting the Acquired Companies’ reclamation bonds that are set forth on Schedule 3.18(b) with respect to the Project (the “Cash Collateral Amount”). As of the Execution Date, the amount of the Cash Collateral Amount is $3,589,865.00. The Seller shall confirm the amount of the Cash Collateral Amount in writing to Purchaser within five (5) Business Days prior to the Closing.

Section 2.04 Transfer of Project Employees. Prior to the Closing, Purchaser (or an Affiliate thereof) shall make offers of employment to all Persons currently employed with respect to the Project (the “Project Employees”), which offers shall provide for employment by Purchaser (or an Affiliate thereof) at their current pay rates and positions, which Project Employees, pay rates, and positions are set forth on Schedule 3.23(d). Also at Closing Purchaser shall cause enCore to grant to each of the Project Employees who have so accepted employment by Purchaser (or an Affiliate thereof) the equity specified in Schedule 3.23(d) (the “Replacement Equity”), which shall have the terms set forth in Schedule 3.23(d). The Project Employees shall be eligible to participate in benefits plans offered to other similarly situated employees of the Purchaser. This Section 2.04 is solely for the benefit of the Parties. No provision of this Section 2.04 shall or shall be construed to create any third-party beneficiary or other right to any Project Employee or any other Person or guarantee to any Person continued employment or any other continued service relationship with Purchaser or any of its Affiliates (including, after the Closing, the Acquired Companies).

Section 2.05 Withholding. Purchaser shall be entitled to deduct or withhold any amount for or on account of any Taxes from the payments otherwise due hereunder that are required by Law. If so required, Purchaser shall make such deductions or withholdings and pay the amount so deducted or withheld to the appropriate Governmental Authority. Upon making such payments to the appropriate Governmental Authority, Purchaser shall be treated as having paid to the Seller the amounts deducted or withheld as otherwise required hereunder. The Parties shall cooperate in good faith to minimize, to the extent

Exhibit 10.3

permissible under applicable Law, the amount of any such deduction or withholding, including by providing

Exhibit 10.3

any certificates or forms that are reasonably requested to establish an exemption from (or reduction in) any deduction or withholding.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants the following to the enCore Parties, acknowledging that the enCore Parties are relying upon such representations and warranties in connection with their execution, delivery and performance of this Agreement:

Section 3.01 Organization and Qualification of the Seller. The Seller is a corporation, duly organized, validly existing and in good standing under the Laws of the State of Delaware. The Seller has all necessary corporate power and authority to carry on its business as it is now being conducted and is qualified to do business under the Laws of each jurisdiction in which it carries on its business. True and correct copies of the organizational documents of, Seller as in effect as of the Execution Date have been provided to Purchaser prior to the Execution Date and such organizational documents have not been amended or otherwise modified.

Section 3.02 Organization and Qualification of Acquired Companies. Each of the Acquired Companies is a limited liability company, duly organized, validly existing and in good standing under the Laws of the State of Texas and has all necessary organizational power and authority to carry on its business as it is now being conducted and is qualified to do business under the Laws of each jurisdiction in which it carries on its business. True and correct copies of the organizational documents of each of the Acquired Companies as in effect as of the Execution Date have been provided to Purchaser prior to the Execution Date and such organizational documents have not been amended or otherwise modified.

Section 3.03 Authorization and Enforceability. The Seller has the requisite power and authority to execute and deliver this Agreement and the contracts, agreements, documents and instruments executed and delivered in connection with this Agreement (the “Ancillary Documents”) and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document, and the performance of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of the Seller or any of the Seller’s indirectly controlled Affiliates. This Agreement has been duly executed and delivered, and all Ancillary Documents will be duly executed and delivered as required hereunder. This Agreement constitutes, and each of the Ancillary Documents will constitute, a valid and binding obligation of the Seller, enforceable in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (the “Equity Exception”).

Section 3.04 Powers of Attorney. No Person has any power of attorney to act on behalf of any Acquired Company in connection with its business or any of the Alta Mesa Assets that it holds other than such powers to so act as normally pertain to the managers or officers of such Acquired Company.

Section 3.05 No Conflict. The execution, delivery and performance of this Agreement and the Ancillary Documents by the Seller will not (a) violate any provision of the organizational documents of the Seller or any Acquired Company; (b) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent

Exhibit 10.3

under, or give to others any rights of termination, acceleration or cancellation of, any note, bond, mortgage or

Exhibit 10.3

indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which the Seller or any Acquired Company or any Affiliate of Seller is a party or which affects in any material respect any of the Alta Mesa Assets; or (c) conflict with or violate in any material respect any Law or Governmental Order applicable to the Seller or any Affiliate of Seller or any Acquired Company or any of the Alta Mesa Assets.

Section 3.06 Capitalization. The Membership Interests in each Purchased Company constitute all of the issued and outstanding equity interests of such Purchased Company and are owned of record and beneficially by the Seller, free and clear of all Encumbrances. Other than the Membership Interests, no other classes, groups or categories of limited liability company ownership interests have been established or exist for any Purchased Company. All of the LR Membership Interests are owned of record and beneficially by Leoncito Project, L.L.C., free and clear of all Encumbrances. There are no options, warrants, conversion privileges or other rights, member rights plans, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) of any character requiring or which may require the sale or transfer of any membership interest, or any other equity interest in, any Acquired Company. All Membership Interests and LR Membership interests have been duly authorized and validly issued and are fully paid and non-assessable. All Membership Interests and LR Membership Interests have been issued in compliance with all applicable Laws. There are no outstanding contractual or other obligations of any Acquired Company to repurchase, redeem or otherwise acquire all or any portion of the Membership Interests or LR Membership Interests. Other than the Company Agreements, there are no limited liability company, operating, ownership, voting or similar agreements with respect to any of the Acquired Companies. Other than Leoncito Project, L.L.C.’s 100% ownership of Leoncito Restoration, none of the Acquired Companies has any subsidiaries. No Acquired Company has granted, and there are no outstanding or authorized compensatory or service-linked equity awards or other equity -based awards or interests with respect to any equity or voting interests in any Acquired Company, including any profits interests, appreciation or participation rights or similar arrangements.

Section 3.07 Books and Records. The books of account and other records of the Acquired Companies are complete and correct and have been maintained in accordance with sound business practices, including the maintenance of an adequate system of internal controls. True and complete copies of all such books and records have been made available to the enCore Parties and, at the Closing, the originals of all such books and records will be in the possession of the Acquired Companies.

Section 3.08 Financial Information; Accounts Receivable.

(a)True and complete copies of (i) the unaudited financial statements of the Acquired Companies as of December 31, 2020 and 2021, and (ii) the unaudited financial statements of the Acquired Companies as of June 30, 2021 and 2022 (collectively, the “Financial Statements”) have been delivered to the enCore Parties. The balance sheet of each of the Acquired Companies and their Affiliates as of June 30, 2022 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date”.

(b)The Financial Statements (i) were prepared in accordance with the books of account and other records of the Acquired Companies (except as may be indicated in the notes thereto), (ii) present fairly in all material respects the financial condition and results of operations of the Acquired Companies as of the dates thereof or for the periods covered thereby, (iii) were prepared in a manner and on a basis consistent with the past practices of the Acquired Companies and its affiliate parent company except as expressly disclosed therein, and (iv) were prepared

Exhibit 10.3

using policies, procedures and conventions in accordance with generally accepted accounting principles (“GAAP”).

Exhibit 10.3

(c)Seller Parent has established and maintains a system of internal controls with respect to the Acquired Companies. Such internal controls are designed to provide reasonable assurance that (i) transactions are executed in all material respects in accordance with management’s authorization and (ii) transactions are recorded as necessary to permit preparation of financial statements of Seller Parent in conformity with GAAP and to maintain accountability for each Acquired Company’s assets.

(d)Neither Seller nor Seller Parent has identified in writing or has received written notice from an independent auditor of (x) any significant deficiency or material weakness in the system of internal controls utilized by Seller Parent with respect to the Acquired Companies, (y) any material fraud that involves any Seller Parent’s management or other employees who have a significant role in the preparation of financial statements or the internal controls over financial reporting utilized by Seller Parent with respect to the Acquired Companies or (z) any claim or allegation regarding any of the foregoing.

(e)All accounts receivable of the Acquired Companies arose only from bona fide transactions in the ordinary course of business.

Section 3.09 Absence of Certain Changes. Since the date of the Acquired Companies’ most recent balance sheets, the Acquired Companies have conducted their operations in the ordinary course of business in all material respects, and except as otherwise contemplated by this Agreement, there has not been:

(a)any change in any method of accounting or accounting practice by any of the Acquired Companies;

(b)any (i) employment, deferred compensation, severance, retirement or other similar agreement entered into, modified or terminated between any of the Acquired Companies on the one hand, and any manager, officer or employee of any of the Acquired Companies (or any amendment to any such existing agreement) on the other, (ii) grant of any severance or termination pay to any manager, officer or employee of any of the Acquired Companies for which any of the Acquired Companies is liable after the Closing Date, (iii) change (other than in connection with hiring or firing managers, officers or employees) in compensation or other benefits payable by any of the Acquired Companies to any manager, officer or employee of any of the Acquired Companies other than any changes in the ordinary course of business, or (iv) hiring or firing any employee other than in the ordinary course of business, except in each case for changes made with respect to all employees under any employee Benefit Plan;

(c)any sale, assignment, conveyance, license, sublease or other disposition of any Alta Mesa Assets or imposition of any Encumbrance (other than Permitted Encumbrances) on any of the foregoing except in the ordinary course of business or as contemplated in this Agreement;

(d)any delay or postponement of the payment of accounts payable and other liabilities outside the ordinary course of business;

(e)any cancellation, compromise, waiver or release of any right or claim (or series of related rights and claims) either involving more than $10,000 or outside the ordinary course of business;

(f)any write-down or write-off of the value of any material asset, except for write- downs or write-offs of accounts receivable or inventories in the ordinary course of business or

Exhibit 10.3

Exhibit 10.3

otherwise that would be required for the preparation of audited balance sheets or obsolete or surplus property not needed for operation of the Project;

(g)any other transaction or commitment made, or any contracts entered into, by any of the Acquired Companies relating to their assets or business or the Project, other than transactions, commitments and contracts in the ordinary course of business and those contemplated by this Agreement;

(h)any action taken by the Seller, any of its Affiliates or any of the Acquired Companies or, to the knowledge of the Seller, by another Person on behalf of the Seller, any of its Affiliates or any of the Acquired Companies that will or may reasonably be expected to cause or constitute a breach of any provision of this Agreement in any material respect;

(i)any action (or omission) by the Seller, any of its affiliates or any of the Acquired Companies that, if taken or omitted after the Execution Date, would require the consent of the Purchaser pursuant to Section 5.04(b); or

(j)any agreement, whether or not in writing, to do any of the foregoing by the Seller, any of its Affiliates or any of the Acquired Companies.

Section 3.10 Absence of Undisclosed Liabilities. The Acquired Companies have no outstanding Liabilities (whether absolute, accrued, contingent or otherwise) and are not party to or bound by any suretyship, guarantee, indemnification or assumption agreement, or endorsement of, or any other similar commitment with respect to the Liabilities of any Person (whether absolute, accrued, contingent or otherwise) other than Liabilities (a) reflected or reserved against on the Balance Sheet included in the Financial Statement; (b) disclosed in Schedule 3.10; (c) incurred since the date of the Financial Statement in the ordinary course of business of the Acquired Companies and not material to any of the Acquired Companies; (d) incurred pursuant to this Agreement; (e) which are executory performance obligations arising under Contracts entered into in the ordinary course of business consistent with past practice to which the Acquired Companies are a party or otherwise bound and which do not involve any financial obligations or expenditures by the Acquired Companies; (f) constituting Reclamation Obligations; (g) that, in the aggregate, do not exceed $250,000.00; or (h) the subject matter of which is expressly addressed by another representation and warranty in this Article III. None of the Liabilities described in clauses (a) - (g) above relates to or has arisen out of a breach of contract, breach of warranty, tort, infringement, violation of Law by or against any of the Acquired Companies or an Affiliate or any action or judgment involving the Acquired Companies or an Affiliate.

Section 3.11 Litigation. There are not any actions, suits, claims, investigations or other legal proceedings pending or, to the Seller’s knowledge, threatened against any of the Seller or its Affiliates or the Acquired Companies which, if determined adversely, may be adverse to the Acquired Companies or the Business in any material respects.

Section 3.12 Compliance with Laws; Permits.

(a)Each Acquired Company has complied and continues to comply in all material respects with all applicable Laws, including but not limited to United States federal and state laws relating to the prevention of bribery, corruption, money laundering, fraud and other similar laws and regulations, and, to the Seller’s knowledge, there are no existing, pending or threatened conditions or circumstances that might constitute or cause any violation of any applicable Laws by any Acquired Company.

Exhibit 10.3

Exhibit 10.3

(b)Each Acquired Company possesses all material Permits necessary to enable them to conduct their business, own the Alta Mesa Assets and operate the Project in the manner in which the Project is being operated currently. All such material Permits are disclosed on Schedule 3.12. All such material Permits are in full force and effect, and no action, claim or proceeding exists or is pending or, to the knowledge of the Seller, threatened to suspend, revoke, terminate or prevent the exercise of rights under, or renewal of, any such material Permit or to declare any such material Permit invalid. Each Acquired Company is in compliance in all material respects with all such material Permits, and, to the Seller’s knowledge, there are no violations of any such material Permit that would (or could with notice or lapse of time) result in the termination of such material Permit. The transactions contemplated by this Agreement and the Ancillary Documents will not materially adversely affect the validity of any such material Permit or cause a cancellation of or otherwise materially adversely affect such material Permit, and, to the Seller’s knowledge, no other material Permits are required in order to conduct the Acquired Companies’ business, own the Alta Mesa Assets or operate the Project, in each case, in the manner in which the Project is currently being operated. There are no material Permits held by the Seller or (other than the Acquired Companies) any of its Affiliates relating to any of the Alta Mesa Assets or the Project.

Section 3.13    Alta Mesa Contracts.

(a)Schedule 3.13 lists all material contracts, leases, mortgages, deeds, licenses, instruments, notes, commitments, undertakings, indentures and other agreements to which any of the Acquired Companies is a party or that materially affect or involve any of the Acquired Companies, the Alta Mesa Assets or the operation of the Project (the “Alta Mesa Contracts”), including the following agreements:

•Amended and Restated Uranium Solution Mining Lease, dated May 1, 2016, by and between Mesteña Unproven, Ltd., Jones Ranch Minerals Unproven, Ltd., Mesteña Proven, Ltd. and Jones Ranch Minerals Proven, Ltd. (as Lessors) and Leoncito Project, L.L.C. (as Lessee) (referred to herein as the “Uranium Lease”);

•Amended and Restated Uranium Testing Permit and Lease Option Agreement, dated May 1, 2016 (the “Amendment Date”) and made effective as of August 1, 2006, by and between Mesteña Unproven, Ltd., Jones Ranch Minerals Unproven, Ltd., and Mesteña Proven Ltd. (together as Grantor) and Leoncito Project, L.L.C. (as Grantee), having a term of up to 15 years from the Amendment Date, which grants to Grantee the sole and exclusive right (including ingress and egress) to conduct any and all geological, geophysical, seismic and electrical surveys, chemical and physical analyses and to drill all necessary test holes, or to conduct any and all other exploration or testing operations desirable or necessary, in an attempt to determine the existence of commercial quantities of Subject Materials, as therein defined, save and except oil, gas and associated liquid hydrocarbons, and to further secure at Grantee’s option a Uranium Lease (referred to herein as the “Uranium Option”);

•Byproduct Disposal Agreement, dated June 27, 2022, by and between EFR Alta Mesa LLC and Energy Fuels Resources (USA) Inc.;

•Electricity Supply Agreement – Fixed Price Solutions, dated August 23, 2022, by and between Constellation NewEnergy, Inc. and EFR Alta Mesa LLC;

Exhibit 10.3

•the Prior Acquisition Agreement; and

Exhibit 10.3

•Nine separate Amended and Restated Surface Use Agreements by and between the Purchased Companies (as Operator) and certain surface estate owners concerning lands subject to mineral exploration and development activities under the Uranium Lease and the Uranium Option, listed more particularly on Schedule 3.13 (collectively, “Surface Use Agreements”).

(b)The Seller has made available to the enCore Parties true and complete copies of each Alta Mesa Contract and all amendments or modifications thereto.

(c)All of the Alta Mesa Contracts are in full force and effect and will remain in full force and effect at Closing. No action, claim or proceeding exists or is pending or, to the knowledge of the Seller, threatened to terminate or prevent the enjoyment or exercise of the Acquired Companies’ rights under any Alta Mesa Contract or to declare any Alta Mesa Contract invalid or unenforceable. Each Acquired Company is in compliance in all material respects with all Alta Mesa Contracts, and, to the Seller’s knowledge, there are no circumstances or events which, with notice or lapse of time or both, would result in or constitute a breach or default under any Alta Mesa Contract. The transactions contemplated by this Agreement and the Ancillary Documents will not materially adversely affect the validity of any Alta Mesa Contracts or cause a breach or default under or otherwise materially adversely affect any Alta Mesa Contracts.

(d)Except for the Slurry Payment Obligation and except as expressly disclosed on Schedule 3.13, none of the Alta Mesa Assets or Acquired Companies is subject to or burdened by any contract that can be reasonably expected to result in payments to or receipts of revenue by the Seller or any of the Seller’s Affiliates (other than the Acquired Companies) or any Third Party during the current or any subsequent calendar year, including (i) any operating agreement, transportation agreement, exploration agreement, joint development agreement, participation agreement and processing or similar contract or sales, purchase or exchange contract or call on production or (ii) any indenture, mortgage, loan, deed of trust, note purchase agreement, credit or sale-leaseback, guaranty, bond, letter of credit or similar contract that will not be terminated with respect to the Alta Mesa Assets on or before Closing.

Section 3.14 Alta Mesa Real Property. Schedule 3.14 sets forth a complete list of all real property included among the Alta Mesa Assets (the “Alta Mesa Real Property”) and the ownership thereof, which real property will remain the real property of the Acquired Companies through Closing. Each Acquired Company owns Defensible Title to the Alta Mesa Real Property that such Acquired Company is listed as owning on Schedule 3.14, free and clear of all Encumbrances, except for the Permitted Encumbrances.

Section 3.15 Alta Mesa Personal Property. Schedule 3.15 sets forth a complete list of all personal property included among the Alta Mesa Assets (the “Alta Mesa Personal Property”) and the ownership thereof, which personal property will remain the personal property of the Acquired Companies through Closing. Each Acquired Company owns Defensible Title to the Alta Mesa Personal Property that such Acquired Company is listed as owning on Schedule 3.15, free and clear of all Encumbrances, except for the Permitted Encumbrances.

Section 3.16 Bank Accounts. Schedule 3.16 sets forth a true, correct and complete list and description of all bank accounts owned and/or used by the Acquired Companies (including the name of each Person with signing authority or access thereunder).

Exhibit 10.3

Section 3.17    Taxes and Assessments.

(a)All Taxes related to the Acquired Companies and the Alta Mesa Assets that have become due and payable have been properly paid.

(b)All Tax Returns with respect to Taxes that are required to be filed by any of the Acquired Companies in respect of the Acquired Companies, Alta Mesa Assets, or otherwise have been timely filed, and all such Tax Returns are true, correct and complete in all material respects.

(c)All Taxes that an Acquired Company is obligated to withhold from amounts owing to any Person have been properly withheld and timely remitted to the appropriate taxing authority.

(d)No action, suit, Governmental Authority proceeding or audit is now in progress or pending with respect to any of the Acquired Companies or the Alta Mesa Assets, and none of the Seller or the Acquired Companies has received notice of any pending claim against it from any applicable Governmental Authority for assessment of Taxes and no such claim has been threatened.

(e)No audit, litigation or other proceeding with respect to Taxes related to any of the Acquired Companies or the Alta Mesa Assets has been commenced or is presently pending. None of the Seller or the Acquired Companies has granted an extension or waiver of the statute of limitations applicable to any Tax related to any of the Acquired Companies or the Alta Mesa Assets, which extension or waiver has not yet expired.

(f)No claim has been made by any taxing authority in a jurisdiction where any Acquired Company does not file Tax Returns or pay Taxes that such Acquired Company may be required to file Tax Returns or be subject to Tax by that jurisdiction.

(g)No Acquired Company is subject to Tax in any country, other than the country in which it is organized, by virtue of having, or being deemed to have, employees, a permanent establishment, fixed place of business or similar presence.

(h)None of the Seller or the Acquired Companies is a party to or bound by any Tax allocation or Tax sharing or indemnification agreement with respect to any of the Acquired Companies or the Alta Mesa Assets.

(i)During the period that the Seller has owned the Acquired Companies, each of the Acquired Companies has been classified as a disregarded entity for U.S. federal income and applicable state and local tax purposes and none of the Alta Mesa Assets is subject to any Tax partnership agreement or is otherwise treated, or required to be treated, as held in an arrangement requiring a partnership income Tax Return to be filed for federal or state income tax purposes.

(j)None of the Alta Mesa Assets is “tax-exempt use property” within the meaning of Section 168(h) of the Code or “tax-exempt bond financed property” within the meaning of Section 168(g)(5) of the Code.

Exhibit 10.3

(k)All of the Alta Mesa Assets that are subject to property Taxes have been properly listed and described on the property tax rolls of the appropriate Governmental Authority for all assessment dates prior to Closing.

Exhibit 10.3

(l)The Seller and the Acquired Companies, as applicable, have complied with all escheat or unclaimed property Laws with respect to funds or property received in connection with owning or operating the Alta Mesa Assets.

(m)There are no Encumbrances for Taxes upon the Membership Interests, the LR Membership Interests or the Alta Mesa Assets other than Permitted Encumbrances.

(n)None of the Acquired Companies will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any of the following that occurred or exists on or prior to the Closing Date (in each case where there is a reference to the Code or Treasury Regulations, including any corresponding or similar provision of state, or local or non U.S. income tax Law):

(A) a “closing agreement” as described in Section 7121 of the Code; (B) an installment sale or open transaction; (C) a prepaid amount or deferred revenue recognized; (D) a change in the accounting method of any Acquired Company pursuant to Section 481 of the Code; or (E) otherwise as a result of a transaction or accounting method that accelerated an item of deduction into periods ending on or before the Closing Date or a transaction or accounting method that deferred an item of income into periods beginning after the Closing Date.

(o)None of the Acquired Companies has elected, through action or inaction, to benefit from any payroll Tax relief, including Tax credits and Tax deferrals, under or any legislation or related authority promulgated under United States federal or state Laws that addresses the financial impact of COVID-19 on employers.

Section 3.18    Environmental Matters.

(a)Except as set forth on Schedule 3.18:

(i)with respect to the Alta Mesa Assets, the Acquired Companies are, and, to the knowledge of the Seller, the Acquired Companies have been, operating in full compliance with all Environmental Laws;

(ii)the Acquired Companies hold, and at the Closing will hold, all Permits (as set forth on Schedule 3.12) necessary to conduct the Project in the manner in which the Project is being operated currently, and all such Permits are, and at the Closing will be, valid and in full force and effect;

(iii)none of the Seller or the Acquired Companies or their Affiliates has entered into, nor is any of the Seller or the Acquired Companies or their Affiliates subject to any Governmental Order that relates to the present or future use of any of the Alta Mesa Assets or requires any material change in the present Environmental Condition of any of the Alta Mesa Assets;

(iv)no Governmental Order or other action is pending, and, to the Seller’s knowledge, no Governmental Order or other action has been threatened, by any Governmental Authority or Third Party concerning any alleged violation of or Environmental Liability under any Environmental Law;

Exhibit 10.3

(v)none of the Seller or the Acquired Companies or their Affiliates has received written notice from any Governmental Authority or Third Party

Exhibit 10.3

alleging any current or past violation or potential violation of any Environmental Law in respect of any of the Alta Mesa Assets;

(vi)no Hazardous Substance has been used, generated, manufactured, refined, treated, transported, stored, handled, disposed of, transferred, produced or processed at, on, under or from any of the Alta Mesa Assets except in compliance with all Environmental Laws; and

(vii)no Hazardous Substance has been discharged, dumped, pumped, deposited, spilled, leaked, emitted or released by any Person (or, to the knowledge of the Seller, is otherwise present) at, on, under or from any of the Alta Mesa Assets in such manner or quantity that exceeds applicable limitations, criteria or standards under any Environmental Law or that would require investigation and/or remediation under any Environmental Law.

(b)The Acquired Companies currently satisfy all financial assurance obligations relating to the Project through reclamation bonds totaling approximately $10.3 million.

Section 3.19 Bankruptcy; Solvency. There are no bankruptcy, insolvency, reorganization, receivership or similar proceedings pending against, being contemplated by, or, to the knowledge of the Seller, threatened against the Seller, any Acquired Company or any Affiliate thereof. The Seller is not entering into this Agreement with actual intent to hinder, delay or defraud any creditor. Each of the Seller and the Acquired Companies and their Affiliates is currently solvent and will be solvent immediately after the Closing after giving effect to (i) the transactions contemplated in this Agreement and the Ancillary Documents and (ii) any other transactions contemplated by the Seller or any of its Representatives on or after the Closing, which would be taken into account in determining whether any of the transactions contemplated hereby were invalid or illegal under, in violation of, or can be set aside or give rise to, any award or damages, sanctions or other Liability against the enCore Parties or any of their respective Affiliates or Representatives under applicable bankruptcy, fraudulent conveyance, fraudulent transfer or other similar Laws.

Section 3.20 Consents, Approvals or Waivers. Schedule 3.20 sets forth any and all consents, approvals and waivers of any nature that any of the Seller or the Acquired Companies or any of their respective Affiliates or Representatives must obtain from any Person, including any Governmental Authority, in order to consummate the transactions contemplated under this Agreement (and under any Ancillary Document required to be executed and delivered by the Seller hereunder) (collectively, “Required Consents”). Except as set forth on Schedule 3.20, the Seller’s execution, delivery and performance of this Agreement (and any Ancillary Document required to be executed and delivered by the Seller hereunder) is not and will not be subject to any Required Consents. Schedule 3.20 describes, for each Required Consent, (i) the Governmental Authority or other Person from which each Required Consent must be obtained, and (ii) the agency contact information for the Governmental Authority from which each Required Consent must be obtained.

Section 3.21 Governmental Authorization. Provided that each of the Required Consents set forth on Schedule Section 3.20 is obtained at or before the Closing, the execution, delivery and performance by the Seller of this Agreement and the Ancillary Documents to which the Seller will become a party, including the sale, transfer and conveyance of the Acquired Companies and any related or resulting changes in control of any of the Alta Mesa Assets, will not (i) violate or conflict with any Law, including any Environmental Law, or any Governmental Order, or (ii) require the approval of any Governmental

Exhibit 10.3

Authority, except where the violation, conflict or failure to obtain the approval would not have a Material Adverse Effect.

Exhibit 10.3

Section 3.22 Royalty Obligations. Except as set forth in the Uranium Lease, no Person is currently entitled to any royalty, net profits interest, carried interest or any other interests based on the production and/or sale of Minerals from the Alta Mesa Assets, including any advance royalties. Except for such items that are being held in suspense as permitted by Law, all amounts due and payable under the Burdens with respect to the Assets have been paid in full.

Section 3.23 Employment and Benefit Matters.

(a)Other than as disclosed in Schedule 3.23(d) and except as required by Laws, the Acquired Companies are not party to or bound by any oral or written contract or commitment providing for (i) severance, notice of termination or pay in lieu of notice of termination or termination, severance, retention or similar payments or (ii) cash or other compensation or benefits to any employees (which, for purposes of this Section, includes managers and officers), consultants or agents of the Acquired Companies upon or as a result of the execution of this Agreement or the consummation of the transactions contemplated by this Agreement.

(b)The Acquired Companies have not made any agreement with, or commitment to, nor is any such agreement or contract being negotiated by or on behalf of any of the Acquired Companies, any labor union, employee association or other similar entity or made commitments to or conducted negotiations with any labor union or employee association or similar entity with respect to any future agreements. No trade union, employee association or other similar entity has any bargaining rights acquired by either certification or voluntary recognition with respect to the employees of the Acquired Companies. To the Seller’s Knowledge, there are no labor unions organizing activities or labor union demands for recognition or certification, in each case, with respect to any employee and there has been no such event during the past three (3) years.

(c)There has been no, and, to the knowledge of the Seller, there is no threat of any (i) strike, lock-out, work stoppage, work slowdown or labor dispute in the past three (3) years, or

(ii) pending, threatened, or outstanding labor or employment proceedings or processes of any kind (including unfair labor practice complaints or charges, grievances, arbitrations, worker’s compensation claims or applications for declaration of related or successor employer, charge of discrimination, harassment, or other charges) before the National Labor Relations Board, the Equal Employment Opportunity Commission, or any other Governmental Entity in respect of any current or former employees of the Acquired Companies.

(d)Schedule 3.23(d) sets forth the name, job title, hourly rate or annual base salary (as applicable), hire date, employment status as active or on Leave (including type of Leave), work location, classification as exempt or non-exempt under the Fair Labor Standards Act, annual incentive compensation opportunity for 2022 (whether payable in cash or equity) as of the date shown Schedule 3.23(d) of each employee, which schedule will be updated prior to Closing to reflect any newly hired employee.

(e)The Acquired Companies are, and for the past three (3) years has been, in compliance in all material respects with all applicable Laws respecting labor, employment and employment practices, including all Laws respecting terms and conditions of employment, recruitment and hiring, termination of employment, health and safety, wages and hours (including the classification of independent contractors and exempt and non-exempt employees and payment of overtime), meal and rest periods, privacy, immigration (including the completion of Forms I-9 for all employees working in the United States and the proper confirmation of employee visas), employment harassment, discrimination or retaliation, whistleblowing, disability rights or

Exhibit 10.3

benefits, equal opportunity and equal pay, plant closures and layoffs (including the WARN Act), employee

Exhibit 10.3

trainings and notices, labor relations, employee leave issues, sick pay, COVID-19, affirmative action, workers’ compensation, and unemployment insurance. The Acquired Companies are and for the past three (3) years has been in compliance with Laws respecting the proper classification and treatment of each individual who has provided services to the Acquired Companies and is or was classified and treated as an independent contractor, consultant, leased employee, or other non- employee service provider.

(f)The Acquired Companies do not have (i) any liability for any arrears of wages, penalties or other sums for failure to comply with any applicable Laws relating to the employment of labor, or (ii) any liability for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Entity with respect to unemployment compensation benefits, social security, social insurances or other benefits or obligations for any employees (other than routine payments to be made in the ordinary course of business and consistent with past practice). The Acquired Companies have paid in full to all its employees or adequately accrued in accordance with GAAP for all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees.

(g)The Acquired Companies are not a party to, or otherwise bound by, any consent decree with, or citation by, and, to the Seller’s Knowledge, is not the subject of any investigation by any Governmental Entity relating to employees or employment practices.

(h)The consummation of the transactions contemplated by this Agreement will not, either alone or together with any other event, (i) entitle any current or former employee, manager, director or service provider of any of the Acquired Companies to any payment, (ii) increase the amount of compensation or benefits due to any such employee, manager, director or service provider, (iii) accelerate the time of vesting or payment of any compensation, equity incentive or other benefit, (iv) constitute a “change in control” or similar event under any Benefit Plan, or (v) result in any “parachute payment” under Section 280G of the Code whether or not such payment is considered to be reasonable compensation for services rendered.

(i)Schedule 3.23(j) contains a complete and accurate list of all Benefit Plans. To the extent required, all of the Benefit Plans have been approved by the appropriate authorities. All obligations of the Acquired Companies required to be performed in connection with the Benefit Plans and funding media established therefor, including the making or payment of contributions or premiums, have been performed, and there are no outstanding defaults or violations by the Acquired Companies. There are no outstanding liabilities under any Tax Laws with respect to the Benefit Plans. Other than as disclosed in Schedule 3.23(j), no Benefit Plan provides benefits to retirees or to employees of the Acquired Companies after termination of employment or provides for retroactive charges or premium increases.

(j)As of the Execution Date, the Project Employees are employees of EFR USA. EFR USA is in compliance in all material respects with all applicable Laws with respect to the Project Employees, including, salaries, wages, bonuses, dividends, profit distribution, pay increases, payment of sales commissions, and the corresponding payment of any labor charges and social security and other payments under any applicable Laws. As of the Closing Date, any and all employee compensation (e.g., salaries, wages, bonuses, dividends, profit distribution or sharing, pay increases, payment of sales commissions, Benefit Plans and the corresponding payment of any labor charges and social security and other payments under any applicable Laws) that is owed

Exhibit 10.3

to any Project Employees in respect of any period of time prior to the Closing Date will have been fully paid to such Project Employees.

Exhibit 10.3

(k)The Acquired Companies do not have any labor-related liability (whether absolute, accrued, contingent or otherwise) to former or retired employees (being only those no longer employed on the date hereof), including without limitation, liabilities for accrued bonuses, vacations and/or sales commissions, all of which have been paid prior to the date hereof.

(l)The Acquired Companies are not subject to any determination under applicable Laws to the effect that any individuals currently directly or indirectly performing services for the Acquired Companies are entitled to benefits granted to employees under applicable Laws or should otherwise be treated as employees for tax purposes or otherwise. The Acquired Companies have not any accrued liabilities with regard to their consultants or other service providers or outsourced contractors or subcontractors other than in the ordinary course of business.

Section 3.24 Expropriation. No part of the Alta Mesa Assets has been taken, condemned or expropriated by any Governmental Authority nor has any written notice or proceeding in respect thereof been given or commenced nor do the Seller or the Acquired Companies know of any intent or proposal to give such notice or commence any such proceedings.

Section 3.25 Insurance. Schedule 3.25 sets forth a complete and accurate list of each insurance policy under which the Acquired Companies have been an insured, a named insured or otherwise the principal beneficiary of coverage at any time or relating to any of the Alta Mesa Assets as of the Effective Date. The Seller has made available or will make available prior to the Closing Date to the enCore Parties a true and complete copy of each such policy that is in effect as of the Execution Date. With respect to each such policy, none of the Acquired Companies, nor, to the Seller’s Knowledge, any other party to the policy is in material breach or default thereunder (including with respect to the payment of premiums or the giving of notices), and the Seller does not know of any occurrence or any event which (with notice or the lapse of time or both) would constitute such a breach or default or allow termination, modification or acceleration under the policy. All appropriate insurers under such insurance policies have been notified of all potentially insurable losses and pending litigation and legal matters, and no such insurer has informed any of the Acquired Companies or the Seller of any denial of coverage or reservation of rights thereto. Schedule 3.25 also describes any self-insurance arrangements affecting any of the Acquired Companies or Alta Mesa Assets. Effective as of Closing, the insurance policies on Schedule 3.25 will be terminated.

Section 3.26    Intellectual Property.

(a)Schedule 3.26 lists all Acquired Company IP Registrations.

(b)An Acquired Company is the sole legal and beneficial, and with respect to the Acquired Company IP Registrations, record, owner of all right, title and interest in and to all Acquired Company Intellectual Property free and clear of all Encumbrances other than Permitted Encumbrances. The Acquired Company Intellectual Property is, and the Acquired Companies’ rights in the Acquired Company Intellectual Property are subsisting and, to the Seller’s Knowledge, valid and enforceable.

(c)The Acquired Companies own or have the right to use all Intellectual Property used in the conduct of the Business as conducted on the Closing Date. The consummation of the transactions contemplated hereunder will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other Person (except for the consents set forth in Schedule 3.20) in respect of, the Acquired Companies’ right to own, use or hold for use any Intellectual Property as owned, used or held for use in the conduct of the Business as conducted on the Closing Date.

Exhibit 10.3

Exhibit 10.3

(d)To the Seller’s Knowledge, the Acquired Companies have not infringed or misappropriated the Intellectual Property of any Person and, to the Seller’s Knowledge, the conduct of the Business as conducted on the Closing Date does not infringe the Intellectual Property rights of any Person. To the Seller’s Knowledge, no Person has infringed or misappropriated any Acquired Company Intellectual Property.

(e)To the Seller’s Knowledge, the Acquired Companies are not subject to any outstanding or prospective Governmental Order (but not including any motion or petition therefor) that restricts or impairs the use of any Acquired Company Intellectual Property.

(f)The Acquired Companies have taken commercially reasonable efforts to protect and preserve the confidentiality of trade secrets included in the Acquired Company Intellectual Property.

Section 3.27 COVID-19; CARES Act. None of the Acquired Companies received any loans under the CARES Act.

Section 3.28 Brokers. Except as set forth on Schedule 3.28, no broker, finder, investment banker or other agent is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of any of the Seller or the Acquired Companies. The Seller shall be solely responsible for payment of any such fee or commission, and the enCore Parties shall have no direct or indirect responsibility or liability for any such fee or commission.

Section 3.29 Technical Report. To Seller’s knowledge, since the date of preparation of the technical report on the Alta Mesa Assets entitled “Technical Report Summary for the Alta Mesa Uranium Project, Brooks and Jim Hogg Counties, Texas, USA” prepared by Travis Boam, PG, Energy Fuels, Casper, WY, USA and Douglas Beahm, PE, PG, BRS Engineering Inc. Riverton, Wyoming with an effective date of December 31, 2021 (the “Technical Report”) there has been no material change to the Alta Mesa Assets that would change any aspect of the Technical Report in any material respect.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF THE ENCORE PARTIES

Except to the extent one or more of the following representations and warranties are expressly limited to one of the enCore Parties, the enCore Parties, jointly and severally, represent and warrant to the Seller the following:

Section 4.01 Existence and Qualification. enCore is a corporation, validly existing and in good standing under the laws of the Province of British Columbia, Canada. The Purchaser is a corporation, validly existing and in good standing under the Laws of the State of Nevada and is duly qualified to do business in the State of Texas.

Section 4.02 Power. Each enCore Party has the requisite power and authority to execute and deliver this Agreement and the Ancillary Documents and to consummate the transactions contemplated hereby and thereby, and the execution and delivery of this Agreement and the Ancillary Documents by each enCore Party and the consummation of the transactions contemplated hereby and thereby have been duly authorized.

Exhibit 10.3

Section 4.03 Authorization and Enforceability. The execution, delivery and performance of this Agreement and each Ancillary Document required to be executed and delivered by each enCore Party at

Exhibit 10.3

Closing, and the performance of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of each enCore Party. This Agreement has been duly executed and delivered by each enCore Party (and all Ancillary Documents required hereunder to be executed and delivered by each applicable enCore Party at Closing will be duly executed and delivered by each applicable enCore Party) and this Agreement constitutes, and at the Closing such Ancillary Documents will constitute, the valid and binding obligations of each enCore Party, enforceable in accordance with their terms.

Section 4.04 No Conflicts. The execution, delivery and performance of this Agreement and each Ancillary Document required to be executed and delivered by each enCore Party at Closing, and the performance of the transactions contemplated hereby and thereby, will not (a) violate any provision of the organizational documents of either enCore Party, (b) result in default (with due notice or lapse of time or both) or the creation of any Encumbrance or give rise to any right of termination, cancellation or acceleration under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license or agreement to which either enCore Party is a party, or (c) violate any judgment, order, ruling or regulation applicable to any enCore Party as a party in interest.

Section 4.05 Litigation. There are no actions, claims, suits, demands or proceedings pending, or, to the knowledge of the enCore Parties, being contemplated or threatened in writing by a Person, before any Governmental Authority, arbitrator or mediator to which either enCore Party is a party which would impair the enCore Parties’ ability to perform their obligations under this Agreement or any Ancillary Document required to be executed and delivered by one or more of the enCore Parties at Closing.

Section 4.06 Consents, Approvals or Waivers. Except as set forth on Schedule 4.06, each enCore Party’s execution, delivery and performance of this Agreement (and any Ancillary Document required to be executed and delivered by the enCore Parties at Closing) is not and will not be subject to any consent, approval or waiver from any Governmental Authority or Person.

Section 4.07 Knowledge of Breach. Neither Paul Goranson nor Peter Luthiger has actual knowledge that any representation or warranty of the Seller in this Agreement, as modified or qualified by any corresponding Schedule, is untrue or incorrect.

ARTICLE V. COVENANTS OF THE PARTIES

Section 5.01 Access to Records. Between the Execution Date and the Closing Date, the Seller and its Affiliates shall give the enCore Parties and their Representatives reasonable access to the Records pertaining to the Acquired Companies and the Alta Mesa Assets and the right to copy, at the enCore Parties’ sole cost and expense, such Records, for the purpose of conducting a confirmatory review of the Acquired Companies and the Alta Mesa Assets. The Seller and its Affiliates shall cooperate with the enCore Parties and their Representatives in their efforts to obtain such additional information relating to the Acquired Companies and the Alta Mesa Assets as the enCore Parties or their Representatives may reasonably request.

Section 5.02 Government Reviews. In a timely manner, the Seller, the Acquired Companies and the enCore Parties shall (a) make all required filings, prepare all required applications and conduct negotiations with each Governmental Authority and stock exchange as to which such filings, applications or negotiations are necessary or appropriate for the consummation of the transactions contemplated hereby and (b) provide such information (including financial information) as each Party may reasonably request to make such filings, prepare such applications and conduct such negotiations. To the extent

Exhibit 10.3

necessary, each Party shall reasonably cooperate with and assist the other Parties in pursuing such filings, applications and negotiations. Each Party shall be responsible for and shall make any governmental and stock exchange

Exhibit 10.3

filings required to be made by such Party to consummate the transactions contemplated by this Agreement and the Ancillary Documents. All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals (collectively, “Submissions”) made by or on behalf of any Party before any Governmental Authority or the staff or regulators of any Governmental Authority, in connection with the transactions contemplated hereby (but, for the avoidance of doubt, not including (i) any interactions between Purchaser or Seller with a Governmental Authority in the ordinary course of business and unrelated to such transactions; (ii) any interactions between Purchaser or Seller with a Governmental Authority with respect to operational matters encountered in the ordinary course of business; (iii) any disclosure which is not permitted by any Laws, treaty, common law, judgment, decree, other requirement of any Governmental Authority; or (iv) any disclosure containing confidential information) shall be disclosed to the other Parties as promptly as reasonably practicable in advance of any furnishing, filing, or submission, it being the intent that the Parties shall consult and cooperate with one another, and consider in good faith the comments and views of one another, in connection with any Submissions. Each Party shall provide reasonably frequent updates to the other Party with respect to any meetings, discussions, appearances or other forms of contact with any Governmental Authority or the staff or regulators of any Governmental Authority related to the transactions contemplated hereby and provide notice to the other Party reasonably in advance of any meeting, teleconference, appearance or other discussion, with any Governmental Authority or the staff or regulators of any Governmental Authority, so as to provide the other Party with the opportunity to attend and participate therein.

Section 5.03 Public Announcements; Confidentiality.

(a)Each party will make its own public announcement concerning the execution of this Agreement and the transactions contemplated hereunder immediately following the Execution Date, and each party shall reasonably consider the comments of the other party with respect to the contents of such public announcements. Otherwise, no Party shall make any public announcement regarding the existence of this Agreement, the contents hereof or the transactions contemplated hereby without the prior written consent of the other Party, except that the foregoing shall not restrict disclosures to the extent (i) necessary for a Party to perform this Agreement (including disclosures to Governmental Authorities or Third Parties holding preferential rights to purchase, rights of consent or other rights that may be applicable to the transactions contemplated by this Agreement, as reasonably necessary to provide notices, seek waivers, amendments or termination of such rights, or seek such consents) or (ii) required by applicable securities or other Laws or regulations or the applicable rules of any stock exchange having jurisdiction over any of the Parties or their respective Affiliates; provided, that, in each case, each Party shall consult with the other Party regarding the contents of any disclosure regarding the execution of this Agreement or the Closing of the transactions contemplated hereby prior to making such disclosure, and that each Party shall use its reasonable efforts to consult with the other Parties regarding the contents of any other disclosure.

(b)Except as required by Law or the applicable rules of any stock exchange having jurisdiction over any of the Parties or their respective Affiliates, the Parties shall be bound by the terms, conditions and obligations set forth in the Confidentiality Agreement, the terms of which shall be deemed to be incorporated by reference into this Agreement. Each Party hereto hereby agrees to be bound by the terms and provisions of the Confidentiality Agreement as though it were a “Party” to the Confidentiality Agreement.

Section 5.04    Operation of Business; Pre-Closing Holding Costs; Insurance Premium Loans.

Exhibit 10.3

(a)From the Execution Date until the Closing Date, the Seller and the Acquired Companies shall conduct any business related to the Acquired Companies and the Alta Mesa Assets

Exhibit 10.3

in the ordinary course consistent with their recent activities and prudent industry practice and in compliance with all Laws and shall use commercially reasonable efforts to preserve intact the Acquired Companies’ business organizations and goodwill, including, keeping available the services of the Acquired Companies’ officers, employees and consultants and maintaining reasonably satisfactory relationships with vendors, customers and others having business relationships with the Acquired Companies, subject to the terms of this Agreement.

(b)Except (x) with the prior written consent of the Purchaser (such consent not to be unreasonably withheld, delayed or conditioned), (y) as required by Law, or (z) in the event of an emergency (in which circumstance the Seller and the Acquired Companies may take such action as a reasonably prudent Person would take and shall notify the enCore Parties of such action promptly thereafter); provided, however, that the exception in this clause (z) shall only apply to clauses (i), (viii)(4), and (xii) below (and clause (xiv) to the extent related to clauses (i), (viii)(4) and (xii)), the Seller and the Acquired Companies shall:

(i)not commit to any new operation on or involving the Alta Mesa Assets, or incur any contractual obligation or Liability in respect of the Acquired Companies or the Alta Mesa Assets, requiring future capital expenditures in excess of $10,000;

(ii)maintain insurance coverage for the Acquired Companies and on the Alta Mesa Assets in the amounts and of the types presently in force;

(iii)maintain all Permits, approvals, bonds and guaranties affecting the Alta Mesa Assets, and make all filings that the Acquired Companies or their Affiliates are required to make under applicable Law with respect to such Alta Mesa Assets;

(iv)not transfer, sell, hypothecate, encumber or otherwise dispose of any interest in the Acquired Companies or portion of the Alta Mesa Assets;

(v)not create any lien, security interest or other Encumbrance with respect to the Acquired Companies or the Alta Mesa Assets, nor (i) enter into any agreement for the sale, disposition or encumbrance of any interest in the Acquired Companies or portion of the Alta Mesa Assets, nor (ii) dedicate, sell, encumber or dispose of any Minerals produced from the Alta Mesa Assets, if any;

(vi)not issue any equity or equity-like securities of any of the Acquired Companies, or securities convertible into or exchangeable or exercisable for equity or equity-like securities of any of the Acquired Companies, or grant any preferential right or other right to purchase or agree to require the consent of any Person not otherwise required to consent to the transfer and conveyance of the Acquired Companies to the enCore Parties;

(vii)not voluntarily abandon any of the Alta Mesa Assets other than as required pursuant to applicable Law;

(viii)not (1) incur or assume any Indebtedness except Indebtedness incurred in the ordinary course of business and consistent with past practice and in no event exceeding

$10,000 in the aggregate, (2) modify the terms of any Indebtedness, (3) assume, guarantee, endorse or otherwise become liable or responsible (whether directly,

Exhibit 10.3

contingently or otherwise) for the obligations of any other Person, except in the ordinary course of business and consistent with past practice and in no event exceeding $10,000 in the aggregate, or

Exhibit 10.3

(4) make any loans, advances or capital contributions to, or investments in, any other Person (other than short-term investments of cash in the ordinary course of business);

(ix)not increase the compensation payable or to become payable or the benefits provided to the Acquired Companies’ directors, managers, officers or employees;

(x)not grant, or change, any severance or termination pay;

(xi)not hire any employees or consultants or terminate any Project Employee (other than for cause).

(xii)not take any action that would result in the breach of any representation and warranty of the Seller hereunder (except for representations and warranties made as of a specific date) such that the enCore Parties would have the right to terminate this Agreement;

(xiii)amend the organizational documents of any of the Acquired Companies (except to the extent any such amendment is necessary in connection with the transactions contemplated by this Agreement); and

(xiv)not authorize or enter into any agreement with respect to any of the foregoing.

Any requests for approval of any action restricted by Section 5.04 shall be delivered to the enCore Parties in accordance with the notice provisions of Section 11.02.

Section 5.05 Bonds, Letters of Credit and Guaranties. The Acquired Companies currently satisfy all financial assurance obligations relating to the Project through reclamation bonds totaling approximately

$10.3 million. At the Closing, the Acquired Companies shall retain the reclamation bonds, but the Purchaser shall pay to the Seller an amount equal to the Cash Collateral Amount pursuant to Section 2.03. Prior to the Closing, enCore Parties shall use commercially reasonable efforts to obtain consent from Philadelphia Insurance Company and Philadelphia Indemnity Insurance Company for the replacement of Energy Fuels Inc. by enCore under the General Indemnity Agreement (Commercial Surety) and Collateral Receipt and Agreements for the Acquired Companies’ reclamation bonds or provide a replacement General Indemnity Agreement (Commercial Surety) and Collateral Receipt and Agreements acceptable to Philadelphia Insurance Company and Philadelphia Indemnity Insurance Company.

Section 5.06 Non-Solicitation and Acquisition Proposals.

(a)Prior to the Closing, the Seller agrees that neither it nor any of the Acquired Companies nor any of the Seller’s or the Acquired Companies’ respective Affiliates or Representatives shall, and the Seller shall cause the Acquired Companies and the Seller’s and the Acquired Companies’ respective Affiliates and Representatives not to:

(i)solicit, assist, initiate, knowingly encourage or facilitate (including by way of discussion (other than to state they are not permitted to have discussions)), negotiate, furnish information, permit any visit to any facilities or properties of the Acquired Companies, or enter into any form of written or oral agreement, arrangement or understanding with respect to any inquiries, proposals or offers regarding, or that may reasonably be expected to lead to, any Acquisition Proposal;

Exhibit 10.3

Exhibit 10.3

(ii)engage or participate in any discussions (other than to state they are not permitted to have discussions) or negotiations regarding, or provide any information with respect to or otherwise cooperate in any way with any person (other than the enCore Parties and their Representatives) regarding any Acquisition Proposal or Potential Acquisition Proposal (defined below);

(iii)accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking related to any Acquisition Proposal; or

(iv)release any person from or waive or otherwise forebear in the enforcement of any confidentiality or standstill agreement or any other agreement with such person that would facilitate the making or implementation of any Acquisition Proposal.

(b)The Seller shall, and shall cause the Acquired Companies and the Seller’s and the Acquired Companies’ respective Affiliates and Representatives to, immediately cease and cause to be terminated any existing solicitation, discussion, negotiation, encouragement or activity with any Person (other than the enCore Parties or any of their Representatives) by Seller, the Acquired Companies or any of their respective Affiliates or Representatives with respect to any Acquisition Proposal or any Potential Acquisition Proposal. The Seller and the Acquired Companies and their respective Affiliates and Seller Representatives shall immediately cease providing any Person (other than the enCore Parties or any of their Representatives) with access to information concerning the Acquired Companies or the Alta Mesa Assets in respect of any Acquisition Proposal or any Potential Acquisition Proposal, and request the return or destruction of all confidential information provided to any Person (other than the enCore Parties or any of their Representatives) that has entered into a confidentiality agreement with any of the Seller or Acquired Companies relating to any Acquisition Proposal or Potential Acquisition Proposal to the extent provided for in such confidentiality agreement and shall use all commercially reasonable efforts to ensure that such requests are honored.

(c)The Seller shall ensure that the Acquired Companies and the Seller’s and the Acquired Companies’ respective Affiliates and Representatives are aware of the prohibitions in this Section 5.06 and shall be responsible for any breach of this Section 5.06 by any such Persons.

(d)The Seller shall, and shall cause the Acquired Companies to, promptly (and in any event within 24 hours) notify the enCore Parties, at first orally and then in writing, of any proposal, inquiry, offer or request received by any of the Seller or the Acquired Companies or their respective Affiliates or Representatives: (i) relating to an Acquisition Proposal or a potential Acquisition Proposal or inquiry that could reasonably lead or be expected to lead to an Acquisition Proposal (a “Potential Acquisition Proposal”); (ii) for discussions or negotiations in respect of an Acquisition Proposal or Potential Acquisition Proposal; or (iii) for non-public information relating to the Acquired Companies or any of their respective Affiliates or the Alta Mesa Assets, or access to properties, books and records or a list of shareholders or members of any of the Acquired Companies. Such notice shall include the identity of the person making such proposal, inquiry, offer or request and a description of the terms and conditions thereof, and the Seller and the Acquired Companies shall provide a copy of any Acquisition Proposal and all written communications with such person and such details of the proposal, inquiry, offer or request that the enCore Parties may reasonably request. The Seller and the Acquired Companies

Exhibit 10.3

shall keep the enCore Parties promptly and fully informed of the status, including any change to the material terms, of such proposal, inquiry, offer or request and shall respond promptly to all inquiries by the enCore Parties with respect thereto.

Exhibit 10.3

Section 5.07 Further Assurances. After the Closing, the Parties agree to take such further actions and to execute, acknowledge and deliver all such further documents as are reasonably requested by the other Party for carrying out the purposes of this Agreement or of any Ancillary Document delivered pursuant to this Agreement.

Section 5.08 The EFR Name. The enCore Parties agree that all rights to the “Energy Fuels” and “EFR” company names shall be retained by the Seller. To that end, the enCore Parties shall cause EFR Alta Mesa LLC to change its name promptly within thirty (30) Business Days after the Closing. The Seller agrees that the enCore Parties may use or include the name “Alta Mesa” or “Leoncito” in any new name selected for EFR Alta Mesa LLC or any other Affiliate of EFR Alta Mesa LLC after the Closing.

Section 5.09 Payment of Slurry Payment Obligation. The Alta Mesa Assets include an inventory of yellowcake slurry stored at the Leoncito Plant processing facility. Under Section 5.11 of that certain Membership Interest Purchase Agreement between Mesteña, LLC, Jones Ranch Minerals Unproven, Ltd., Mesteña Unproven, Ltd. (collectively the “Mesteña Parties”), Energy Fuels Inc. and Energy Fuels Holdings Corp., on the basis that the slurry contains at least 6,500 dry pounds of uranium oxide (U3O8), Energy Fuels Inc. and Energy Fuels Holdings Corp. agreed to pay to or at the direction of the Mesteña Parties $177,000.00 for the slurry inventory (“Slurry Payment Obligation”). At Closing, the enCore Parties shall pay the Mesteña Parties an amount equal to the Slurry Payment Obligation, and the Parties shall use commercially reasonable efforts to obtain from the Mesteña Parties a release in a form reasonably acceptable to the enCore Parties with respect to the Slurry Payment Obligation (the “Mesteña Release”). Seller shall cooperate with the enCore Parties’ efforts to pay the Slurry Payment Obligation and obtain the Mesteña Release.

Section 5.10 CFIUS Submission. The Parties in cooperation with each other, have jointly determined that the transaction provided for under this Agreement shall be submitted to CFIUS as follows: (a) as soon as practicable after the Execution Date (and no later than November 18, 2022), the Parties will prepare and provide, or cause their respective affiliates to prepare and provide, to CFIUS a CFIUS Declaration pursuant to 31 CFR § 800.402; and (b) if CFIUS does not conclude action with respect to the CFIUS Declaration pursuant to 31 CFR § 800.407(a)(4) and if CFIUS requests that the Parties file a CFIUS Notice under 31 CFR § 800.407(a)(1) or unilaterally initiates a review of the transaction under 31 CFR § 800.407(a)(3), then the Parties will (i) prepare and provide, or cause their respective affiliates to prepare and provide to CFIUS a CFIUS Notice in draft form as promptly as possible and (ii) formally submit, or cause their respective affiliates to formally submit, to CFIUS a CFIUS Notice as contemplated by 31 C.F.R. § 800.501(a) as promptly as practicable after receipt of CFIUS comments (if any) to the draft CFIUS Notice. The Parties will provide CFIUS with any additional or supplemental information requested by CFIUS or its member agencies during the assessment (and, if applicable, the review and/or investigation) process within two Business Days (or within three Business Days during any review and/or investigation) of receiving such request or within such longer period as permitted by CFIUS.

Section 5.11 Prepaid Expenses and Accrued Rental Liabilities.

(a)To the extent the Seller or the Acquired Companies have paid prior to Closing any Prepaid Expenses, the enCore Parties shall reimburse the Seller at Closing for the prorated portion of Prepaid Expenses relating to any time period from and after the Closing. Prior to Closing the Seller shall provide the enCore Parties with an itemized invoice of costs eligible for reimbursement under this Section 5.11 (“Prepaid Expenses Reimbursement Amount”), together with supporting documentation of such itemized costs.

Exhibit 10.3

(b)To the extent the enCore Parties or the Acquired Companies are obligated to pay after Closing any Accrued Rental Liabilities, the Seller shall reimburse the enCore Parties at Closing for the prorated portion of Accrued Rental Liabilities relating to any time period before the

Exhibit 10.3

Closing. Prior to Closing the Seller shall provide to the enCore Parties a schedule of all Accrued Rental Liabilities and their respective balances as of the Closing certified by an officer of Seller (“Accrued Rental Liabilities Payout Amount”).

(c)At the Closing, (i) if the Prepaid Expenses Reimbursement Amount exceeds the Accrued Rental Liabilities Payout Amount, then the enCore Parties shall pay to the Seller an amount equal to the difference of the Prepaid Expenses Reimbursement Amount minus the Accrued Rental Liabilities Payout Amount; or (ii) if the Accrued Rental Liabilities Payout Amount exceeds the Prepaid Expenses Reimbursement Amount, then the Seller shall pay to the enCore Parties an amount equal to the difference of the Accrued Rental Liabilities Payout Amount minus the Prepaid Expenses Reimbursement Amount. Any payments pursuant to this Section 5.11(c) shall be paid by wire transfer of immediately available funds.

Section 5.12 Casualty Loss and Condemnation. If, after the Execution Date but prior to the Closing Date, any material portion of the Alta Mesa Assets is destroyed by fire or other casualty or is expropriated or taken in condemnation or under right of eminent domain (a “Casualty Loss”), this Agreement shall remain in full force and effect, and Purchaser and the Seller shall nevertheless be required to close the transactions contemplated under this Agreement if the conditions to Closing in Section 6.01 are satisfied and the amount of costs and expenses associated with repairing or restoring the Alta Mesa Assets affected by such Casualty Loss to their condition as of the date of the Casualty Loss does not exceed Five Million Dollars ($5,000,000). In such event, Seller must elect by written notice to Purchaser prior to Closing either to (a) cause the assets affected by such Casualty Loss to be repaired or restored, at Seller’s sole cost up to a maximum amount of Five Million Dollars ($5,000,000), as promptly as reasonably practicable (which work must be completed prior to the Closing Date), (b) indemnify Purchaser under an indemnification agreement mutually acceptable to the Parties against any and all costs or expenses that Purchaser reasonably incurs to repair or restore the Alta Mesa Assets subject to such Casualty Loss up to a maximum amount of Five Million Dollars ($5,000,000) or (c) reduce the Cash Consideration by the cost to repair or restore such Casualty Loss up to a maximum amount of Five Million Dollars ($5,000,000). In each case, Seller shall retain all rights to insurance and other claims against Third Parties with respect to the applicable Casualty Loss except to the extent the Parties otherwise agree in writing. In the event the costs and expenses associated with repairing or restoring the Alta Mesa Assets affected by such Casualty Loss exceeds Five Million Dollars ($5,000,000), each of Seller and Purchaser shall have the right to terminate this Agreement.

Section 5.13 Efforts to Obtain Financing; Cooperation.

(a)The enCore Parties shall use commercially reasonable efforts to obtain financing on commercially reasonable terms reasonably acceptable to the enCore Parties, in order to satisfy the Financing Condition.

(b)In connection with the foregoing, Seller shall, and shall cause its Affiliates to, use commercially reasonable efforts to provide such cooperation in connection with obtaining such financing as may be reasonably requested by the enCore Parties, including: (i) supporting the enCore Parties in a reasonable number of meetings, presentations and sessions with prospective financing sources, and

(ii)furnishing such documentation and information (including, subject to Section 5.14, financial information) that is reasonably requested in writing by the enCore Parties to facilitate any financings.

Exhibit 10.3

Section 5.14 Financial Records. To the extent the Purchaser requests, for a valid business purpose, audited financial statements of the Acquired Companies, the Seller agrees to use commercially reasonable efforts to prepare and provide to the enCore Parties prior to the Closing audited financial statements of the Acquired Companies for the periods ended December 31, 2020 and 2021 (the “Audited Financial

Exhibit 10.3

Statements”), and unaudited financial statements of the Acquired Companies as of September 30, 2021 and 2022 prior to the Closing, prepared in accordance with applicable GAAP, and, if applicable, generally accepted auditing standards. Seller agrees to provide, both before and after Closing, access to financial records and supporting documents of the Acquired Companies, to the extent such records and documents were not previously provided to enCore, as may be reasonably requested by enCore in connection with the preparation, review and/or audit of financial statements of the Acquired Companies relating to periods ending on or prior to the Closing. The enCore Parties shall reimburse Seller for any documented out-of- pocket costs and expenses (including audit fees) reasonably incurred by the Seller or its Affiliates in connection with the preparation of the Audited Financial Statements. Notwithstanding the foregoing, the Seller’s timely provision of the Audited Financial Statements shall neither be a condition to Closing nor be deemed to have affected any other condition to closing.

Section 5.15 Audit Cooperation. From and after the Closing, Seller and its Affiliates shall provide reasonable assistance and cooperation to the enCore Parties and their representatives in connection with the enCore Parties auditing of the Acquired Companies. The enCore Parties shall reimburse Seller for any documented out-of-pocket costs and expenses reasonable incurred by the Seller or its Affiliates with such assistance and cooperation.

Section 5.16 Financing Deposit. If the Financing Condition has not been satisfied on or before December 31, 2022, then the enCore Parties shall have the right (the “Financing Extension”) to extend the Completion Date to February 15, 2023 by delivering written notice to the Seller and paying to Seller, no later than December 31, 2022, $6,000,000.00 (the “Financing Deposit”) by wire transfer of immediately available funds to an account designated by the Seller in writing; provided, however, that the enCore Parties shall not have the right to exercise the Financing Extension if they are in breach of their obligations under Section 5.13. The Financing Deposit, if paid pursuant to this Section 5.16, shall be nonrefundable except as expressly provided in Section 8.03(c).

Section 5.17 Cooperation with Transfer of Assets. During the period between the Execution Date and through and after the Closing, Seller shall (and shall cause its Affiliates to) use commercially reasonable efforts to ensure that any of the vehicles or equipment included in the Alta Mesa Personal Property are appropriately titled with an Acquired Entity, including, if necessary by executing and delivering such additional documents, instruments and conveyances to vest title of such Alta Mesa Personal Property in one of the Acquired Entities; provided, however, that Seller’s inability to retitle any such vehicles or equipment shall not be a condition to Closing.

Section 5.18 TSX Venture Exchange Approval. The enCore Parties shall use commercially reasonable efforts to obtain the approval of the TSX Venture Exchange to the acquisition of the Acquired Companies and related transactions, as necessary to permit enCore to complete such transactions in accordance with the rules of such stock exchange (the “TSXV Approval”).

Section 5.19 Recording. No later than fifteen (15) Business Days following the Execution Date, Seller, at its own cost and expense, shall file of record, or cause to be filed of record, in the official public records of each applicable county, instruments placing third parties on notice of the Uranium Lease, Uranium Option and Surface Use Agreements, in a form that is acceptable to Buyer, in its reasonable discretion.

ARTICLE VI. CONDITIONS TO CLOSING

Section 6.01 enCore Parties’ Conditions to Closing. The obligations of the enCore Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or, to the

Exhibit 10.3

Exhibit 10.3

extent permitted by Law, waiver by the enCore Parties) of each of the following conditions precedent on or before the Closing:

(a)Representations and Warranties. The representations and warranties of the Seller set forth in Article III that are qualified as to materiality or words of similar import shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, in each case, as of the Execution Date and as of the Closing Date as though made on and as of the Closing Date, except for those representations and warranties that are made only as of a specific date, which representations and warranties shall have been true and correct in all material respects or true and correct in all respects, as the case may be, as of such specified date;

(b)Performance. The Seller shall have performed and observed, in all material respects, all covenants and agreements to be performed or observed by it under this Agreement on or before the Closing Date;

(c)No Action. No injunction, order or award restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement or any Ancillary Document, or awarding damages in connection therewith, shall have been issued and remain in force, and no suit, action or other proceeding by any Person seeking to restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated by this Agreement or any Ancillary Document, or seeking damages in connection therewith, shall be pending before any Governmental Authority or arbitrator;

(d)Governmental Consents. All consents and approvals of any Governmental Authority required for the transfer of the Acquired Companies from the Seller to the enCore Parties and any related or resulting changes of control of any of the Alta Mesa Assets as contemplated by this Agreement, including the consents and approvals listed on Schedule 3.20, except consents and approvals by Governmental Authorities that are customarily obtained after closing, shall have been granted, or the necessary waiting period shall have expired, or early termination of the waiting period shall have been granted by the applicable Governmental Authority;

(e)Third-Party Consents. The Seller shall have obtained all Required Consents and shall have delivered or caused to be delivered to the enCore Parties satisfactory documentation or other evidence thereof;

(f)Seller’s Closing Deliveries. The Seller shall have delivered, or caused to be delivered, to the enCore Parties the documents listed in Section 7.03;

(g)Stock Exchange Approval. enCore shall have received the TSXV Approval.

(h)CFIUS Approval. CFIUS Approval shall have been obtained.

(i)Financing. enCore shall have completed one or more debt, equity, and/or other financings for proceeds in an amount equal to or greater than the Cash Consideration (the “Financing Condition”).

Section 6.02 Seller’s Conditions to Closing. The obligations of the Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or, to the extent permitted by Law, waiver by the Seller) of each of the following conditions precedent on or before the Closing:

Exhibit 10.3

Exhibit 10.3

(a)Representations and Warranties. The representations and warranties of each enCore Party set forth in Article IV that are qualified as to materiality or words of similar import shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, in each case, as of the Execution Date and as of the Closing Date as though made on and as of the Closing Date, except for those representations and warranties that are made only as of a specific date, which representations and warranties shall have been true and correct in all material respects or true and correct in all respects, as the case may be, as of such specified date;

(b)Performance. Each enCore Party shall have performed and observed, in all material respects, all covenants and agreements to be performed or observed by it under this Agreement on or before the Closing Date;

(c)No Action. No injunction, order or award restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement or any Ancillary Document, or awarding damages in connection therewith, shall have been issued and remain in force, and no suit, action or other proceeding by any Person seeking to restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated by this Agreement or any Ancillary Document, or seeking damages in connection therewith, shall be pending before any Governmental Authority or arbitrator;

(d)Third Party Consents. The enCore Parties shall have obtained the approval of any Person whose consent is required in order to complete the transactions contemplated hereby, which such consents are set forth on Schedule 6.02(d), and the enCore Parties shall have delivered or caused to be delivered to the Seller satisfactory documentation or other evidence of the approvals required under this paragraph;

(e)enCore Parties’ Closing Deliveries. The enCore Parties shall have delivered, or caused to be delivered, to the Seller the documents listed in Section 7.02 hereof; and

(f)Transfer of Project Employees. The enCore Parties shall have made offers of employment to the Project Employees, pursuant to Section 2.04, including an offer from enCore to grant the Replacement Equity in accordance with Section 2.04.

Section 6.03 Frustration of Closing Conditions. No Party may rely, either as a basis for not consummating the transactions contemplated by this Agreement or for terminating this Agreement and abandoning the transactions contemplated hereby, on the failure of any condition set forth in Section 6.01 or Section 6.02, as the case may be, to be satisfied if such failure was caused by such Party’s breach of any provision of this Agreement. During the period from the Execution Date until the Closing, each Party shall:

(i) take all such reasonable actions as are within its power and otherwise use all commercially reasonable efforts so as to: (A) ensure compliance with the conditions set forth in Article VI; (B) cause the Closing to occur as promptly as commercially reasonable following the date hereof; and (ii) not take or agree to take any action that would reasonably be expected to prevent the consummation of the transaction contemplated hereunder. Notwithstanding this Section 6.03 or any other provision of this Agreement, the Purchaser’s obligation hereunder in connection with obtaining CFIUS Approval does not include (a) agreeing to any Material Mitigation Measure or (b) contesting by initiation or maintenance of litigation with respect to any action relating to the transactions contemplated by the Agreement taken under Section 721 of the DPA.

Exhibit 10.3

ARTICLE VII. CLOSING

Section 7.01 Time and Place of the Closing. Consummation of the purchase and sale transaction as contemplated by this Agreement (the “Closing”) shall, unless otherwise agreed to in writing by the Parties, take place by conference call and electronic transfer of signature pages and deliverables on the date that is five (5) Business Days after the date all conditions in Article VI have been satisfied or waived (other than such conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), subject, in each case, to the rights of the Parties under Article VIII. As used herein, the “Closing Date” shall mean the date on which the Closing actually occurs. For Tax and accounting purposes (to the extent permitted by Law and generally accepted accounting principles), the Closing will be deemed to be effective as of 11:59 p.m. local time on the Closing Date.

Section 7.02 Obligations of the enCore Parties at the Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by the Seller of their obligations pursuant to Section 7.03, the enCore Parties shall deliver or cause to be delivered to the Seller the following:

(a)the Cash Consideration (less the amount of the Financing Deposit, if the Financing Deposit has been paid pursuant to Section 5.16);

(b)the executed Note and the Loan Documents (as defined in Section 8 of the Note), including the Note, the Pledge, the Security Agreement, the Fee Deed of Trust, the Leasehold Deed of Trust, and the Guaranty;

(c)the Cash Collateral Amount;

(d)the Prepaid Expenses Reimbursement Amount;

(e)certificates executed by an authorized officer of each enCore Party, dated as of the Closing Date, certifying on behalf of each enCore Party that the conditions set forth in Section 6.02(a), Section 6.02(b) and Section 6.02(c) have been fulfilled;

(f)where consents or approvals are received by the enCore Parties pursuant to Section 6.02(d), copies of those approvals or releases;

(g)a completed and signed IRS Form W-9 by Purchaser;

(h)evidence of the grant of the Replacement Equities as contemplated under Section

2.04;

(i)a Letter Agreement in substantially the form attached hereto as Exhibit 8 between Seller Parent and enCore (the “Side Letter”), duly executed by enCore, setting forth certain terms and conditions under the Note; and

(j)all other instruments, documents and other items necessary to effectuate the terms of this Agreement.

Section 7.03    Obligations of the Seller at the Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by the enCore Parties of their

Exhibit 10.3

Exhibit 10.3

obligations pursuant to Section 7.02, the Seller shall deliver or cause to be delivered to the enCore Parties the following:

(a)a duly executed assignment of the Membership Interests in each of the Acquired Companies in the form attached hereto as Exhibit 1;

(b)the written resignation or other evidence of termination of each manager, director and officer of the Acquired Companies (except as otherwise designated in writing by the enCore Parties) and a release of all claims against the Acquired Companies by each such manager, director and officer, each in form and substance satisfactory to the enCore Parties, acting reasonably;

(c)certificates executed by an authorized officer of the Seller, dated as of the Closing Date, certifying on behalf of the Seller that the conditions set forth in Section 6.01(a), Section 6.01(b) and Section 6.01(c) have been fulfilled and certifying as to the Accrued Rental Liabilities as required by Section 5.11(b);

(d)where consents, approvals or releases are received by the Seller pursuant to Section 6.01(d), Section 6.01(e), or Section 6.01(h), copies of those approvals or releases;

(e)a completed and signed IRS Form W-9 by Seller;

(f)copies of any books and records, minute books, Alta Mesa Contracts, Permits, Records and other documents and files of the Acquired Companies that were not previously provided to the enCore Parties;

(g)a duly executed Guaranty Agreement in substantially the form attached hereto as Exhibit 9 made by Energy Fuels Holdings Corp., in its capacity as the parent company of Seller, in favor of Purchaser, guarantying the Seller’s indemnification obligations under this Agreement;

(h)a counterpart of the Side Letter, duly executed by Seller Parent in its capacity as the parent company of Seller; and

(i)all other instruments, documents and other items necessary to effectuate the terms of this Agreement.

ARTICLE VIII. TERMINATION

Section 8.01    Termination.    This Agreement, and the transactions contemplated hereby, may be terminated at any time prior to the Closing by:

(a)the mutual written consent of the Parties;

(b)either the enCore Parties or the Seller, by written notice delivered to the other if the Closing shall not have occurred by the later of (i) 5:00 pm prevailing central time on December 31, 2022, or (ii) if the enCore Parties have exercised the Financing Extension, 5:00 pm prevailing central time on February 15, 2023 (such date and time, the “Completion Date”); provided, that the right to terminate under this Section 8.01(b) shall not be available to a Party

Exhibit 10.3

whose failure to comply with this Agreement has been the primary cause of, or resulted in the failure of the Closing to occur on or before the Completion Date; provided, further, that, if the CFIUS Approval has not been obtained by 5:00 pm prevailing central time on December 30, 2022, either Party may extend the

Exhibit 10.3

Completion Date to 5:00 pm prevailing central time on March 1, 2022 by delivering written notice to the other Party; provided, further that, the right to extend the Completion Date pursuant to the preceding proviso shall not be available (A) to either Party if a CFIUS Declaration has not been submitted to CFIUS on or before November 18, 2022, or (B) to any party whose failure to comply with this Agreement has been the primary cause of, or resulted in the failure of the CFIUS Approval to be obtained by December 30, 2022;

(c)either the enCore Parties or the Seller, by written notice delivered to the other, if any Governmental Authority shall have issued an order or taken any other action permanently enjoining, restraining or otherwise prohibiting the transactions contemplated by this Agreement, and such order or other action shall have become final and non-appealable; provided, however, the Party seeking to terminate this Agreement pursuant to this Section 8.01(b) shall not have initiated such proceeding or taken any action in support of such proceeding;

(d)the enCore Parties, by written notice to the Seller, if, (i) there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement by the Seller, that would, individually or in the aggregate, result in a failure of a condition set forth in Section 6.01(a) or Section 6.01(b) to be satisfied on any date prior to the Closing Date (it being understood that, for purposes of this Section 8.01(d), such date prior to the Closing Date shall be substituted for the Closing Date in determining whether the conditions contained in Section 6.01(a) or Section 6.01(b) have been satisfied) and (ii) such breach has not been cured within fifteen (15) days after written notice is provided to the Seller of such breach; provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured;

(e)the Seller, by written notice to the enCore Parties, if (i) there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement by an enCore Party that would, individually or in the aggregate, result in a failure of a condition set forth in Section 6.02(a) or Section 6.02(b) to be satisfied on any date prior to the Closing Date (it being understood that, for purposes of this Section 8.01(e), such date prior to the Closing Date shall be substituted for the Closing Date in determining whether the conditions contained in Section 6.02(a) or Section 6.02(b) have been satisfied) and (ii) such breach has not been cured within fifteen (15) days after written notice is provided to the enCore Parties of such breach; provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured; or

(f)the enCore Parties or the Seller pursuant to Section 5.12.

Section 8.02 Effect of Termination. If this Agreement is terminated pursuant to Section 8.01, this Agreement shall become void and of no further force or effect, except for the provisions of Section 1.02, Section 5.03, Article VIII, Article XI (other than Section 11.01 and Section 11.03), and Appendix A, which shall survive the termination of this Agreement and continue in full force and effect; provided, however, that termination of this Agreement shall not relieve any Party from any liability for any intentional breach of this Agreement arising prior to such termination.

Section 8.03 Reverse Termination Fee.

(a)In the event that this Agreement is terminated before Purchaser has exercised the Financing Extension (i) by the enCore Parties or the Seller pursuant to Section 8.01(b)(i) and

Exhibit 10.3

the Financing Condition is the only condition to Closing in Section 6.01 that has not been satisfied, or

(ii) by Seller pursuant to Section 8.01(e) (with respect to the enCore Parties’ breach of their obligations under Section 5.13 or Section 5.18), then the enCore Parties shall promptly (and in any

Exhibit 10.3

event, within three Business Days after termination of this Agreement) pay to the Seller a termination fee in an amount equal to $6,000,000.00 (such payment or the retention of the Financing Deposit provided for in Section 8.03(b) or Section 8.03(c), as applicable, the “Purchaser Termination Fee”).

(b)In the event that this Agreement is terminated after Purchaser has exercised the Financing Extension (i) by the enCore Parties or the Seller pursuant to Section 8.01(b)(ii) or Section 8.01(c) or (ii) by Seller pursuant to Section 8.01(e) the Seller may retain the Financing Deposit and such retention shall be deemed to constitute payment of the Purchaser Termination Fee.

(c)In the event that this Agreement is terminated by Purchaser after Purchaser has exercised the Financing Extension (other than in the circumstances provided for in Section 8.03(b)) Seller may retain the Financing Deposit unless six Business Days prior to such termination (i) Purchaser delivers written notice to Seller confirming that its conditions to Closing in Section 6.01 have been satisfied (other than those conditions that by their nature are to be satisfied at the Closing) or is willing to waive any unsatisfied condition in Section 6.01 and (ii) the Closing shall not have been consummated within five Business Days (other than as a result of Purchaser failing to consummate the Closing or Seller’s conditions to Closing not having been satisfied). For the avoidance of doubt, nothing in this Agreement shall limit the enCore Parties from asserting an action for any liability of the Seller for breach of this Agreement that expressly survives the termination of this Agreement that the retention of the Financing Deposit by the Seller constitutes, in whole or in part, damages incurred by the enCore Parties.

(d)For the avoidance of doubt, any payment of the Purchaser Termination Fee pursuant to this Section 8.03 shall be payable only once and not in duplication, even though such payment may be payable under one or more provisions hereof. In the event that (i) the enCore Parties have complied with Section 5.13 and (ii) Seller has received full payment of the Purchaser Termination Fee pursuant to this Section 8.03 (including as a result of the Financing Deposit being deemed to have satisfied Purchaser’s obligation to pay the Purchaser Termination Fee), the receipt of the Purchaser Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by the Seller, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof) and the transactions contemplated by this Agreement (and the abandonment thereof) or any matter forming the basis for such termination, and the enCore Parties and their Affiliates shall have no further liability, whether pursuant to a claim at Law or in equity, to the Seller or any of its Affiliates in connection with this Agreement (and the termination hereof) or the transactions contemplated by this Agreement (and the abandonment thereof) or any matter forming the basis for such termination, and none of the Seller, any of its Affiliates or any other Person shall be entitled to bring or maintain any action against the enCore Parties or their Affiliates for damages or any equitable relief arising out of or in connection with this Agreement. Notwithstanding the foregoing, in the event this Agreement is terminated for any reason other than the failure of the enCore Parties to satisfy the Financing Condition after satisfying their covenant to use commercially reasonable efforts to obtain financing as set forth in Section 5.13, then the Parties shall have all rights and remedies that expressly survive termination of this Agreement pursuant to Section 8.02.

ARTICLE IX. INDEMNIFICATION

Exhibit 10.3

Section 9.01 Indemnification by the Seller. The Seller covenants and agrees to indemnify, defend, and hold harmless the enCore Parties and their Affiliates and their respective shareholders, partners, directors, officers, employees, agents, representatives, successors and assigns (the “Purchaser Indemnified Parties”)

Exhibit 10.3

from and against any Damages which any of the Purchaser Indemnified Parties may suffer or incur as a result of, or arising out of, or in respect of, without duplication:

(a)any Taxes payable, including for greater certainty any amount required to be paid, withheld or remitted, by the Acquired Companies in respect of taxable periods (or portions of taxable periods) ending on or before the Closing Date;

(b)any non-performance or breach of any covenant or agreement on the part of the Seller contained in this Agreement;

(c)any Indebtedness of the Acquired Companies as of the Closing Date;

(d)any Transaction Expenses incurred by the Acquired Companies on or before the Closing Date; or

(e)any inaccuracy in or breach of any representation or warranty of the Seller contained in this Agreement (or in any certificate delivered pursuant to this Agreement).

Section 9.02 Indemnification by the enCore Parties. The enCore Parties covenant and agree to indemnify, defend, and hold harmless the Seller and its members, directors, officers, employees, agents, representatives, successors and assigns (the “Seller Indemnified Parties”) from and against any Damages which any of the Seller Indemnified Parties may suffer or incur as a result of, or arising out of, or in respect of: any non-performance or breach of any covenant or agreement on the part of the enCore Parties contained in this Agreement;

(b)any inaccuracy in or breach of any representation or warranty of the enCore Parties contained in this Agreement (or in any certificate delivered pursuant to this Agreement); or

(c)any Taxes payable, including for greater certainty any amount required to be paid, withheld or remitted, by the Acquired Companies in respect of taxable periods (or portions of taxable periods) commencing after the Closing Date.

Section 9.03 Indemnification Actions.

. All claims for indemnification under this Article IX shall be asserted and resolved as follows:

(a)Third Party Claims.

(i)Promptly after receipt by a Person entitled to indemnity under Section 9.01 or Section 9.02 (an “Indemnified Party”) of notice of the assertion or commencement of an action, suit, claim or other legal proceeding made or brought against it by a Third Party (a “Third Party Claim”), such Indemnified Party shall promptly give written notice to the Person obligated to indemnify against such Third Party Claim (an “Indemnifying Party”) of the assertion or commencement of such Third Party Claim; provided, that the failure to timely notify the Indemnifying Party will not relieve the Indemnifying Party of any Liability that it may have to any Indemnified Party, except to the extent of actual prejudice arising from such failure.

Exhibit 10.3

Exhibit 10.3

(ii)If an Indemnified Party gives notice to the Indemnifying Party pursuant to Section 9.02(c)(a)(i) of the assertion of a Third Party Claim, then the Indemnifying Party shall be entitled to assume the defense of such Third Party Claim with counsel of its choosing that is reasonably acceptable to the Indemnified Party (it being agreed that the Indemnifying Party’s counsel as of the date hereof shall be reasonably acceptable to the Indemnified Party); provided, however, (i) the Indemnifying Party shall not be entitled to assume defense of a Third Party Claim if the Indemnified Party has one (1) or more defenses that cannot be asserted by the Indemnifying Party and such inability would actually prejudice the Indemnified Party, (ii) the Indemnifying Party shall not be entitled to assume defense of a Third Party Claim if such claim is being brought by a Governmental Authority or seeks an injunction or provisional relief, and

(iii)as a condition to assuming the defense of such Third Party Claim, the Indemnifying Party must acknowledge and agree in writing that each Indemnified Party will be indemnified and held harmless hereunder with respect to the full amount of any and all Damages the Indemnified Party may suffer or incur arising out of or relating to the Third Party Claim. After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party under this Article IX for any fees of other counsel or any other expenses with respect to the defense of such Third Party Claim. If the Indemnifying Party assumes the defense of a Third Party Claim, then no compromise or settlement of such Third Party Claims may be effected by the Indemnifying Party without the Indemnified Party’s express written consent unless (i) there is no finding or admission of any wrongdoing by the Indemnified Party, (ii) the sole relief provided is monetary Damages that is paid in full by the Indemnifying Party, and (iii) the claim does not relate to Taxes. If notice is given to an Indemnifying Party of the assertion of any Third Party Claim and the Indemnifying Party does not, within fifteen (15) Business Days after the Indemnified Party’s notice is given, give notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Third Party Claim, then the Indemnifying Party shall be bound by any determination made in such Third Party Claim or any compromise or settlement reasonably effected by the Indemnified Party.

(iii)With respect to any Third Party Claim subject to indemnification under this Article IX: (i) both the Indemnified Party and the Indemnifying Party, as the case may be, shall keep the other fully informed of the status of such Third Party Claim and any related legal actions at all stages thereof where such other person is not represented by its own counsel, and (ii) each Party agrees (at its own expense) to render to each other such assistance as a Party may reasonably require of another and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third Party Claim.

Exhibit 10.3

(iv)With respect to any Third Party Claim subject to indemnification under this Article IX, the Parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all

Exhibit 10.3

Confidential Information and the attorney-client and work-product privileges of the other Party. In connection therewith, each Party agrees that: (i) it will use its reasonable efforts, in respect of any Third Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable Law and rules of procedure); and (ii) all communications between any Party and counsel responsible for or participating in the defense of any Third Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

(b)Direct Claims. In order for an Indemnified Party to be entitled to indemnification under this Article IX for a claim which has not arisen in respect of a Third Party Claim (a “Direct Claim”), the Indemnified Party shall give the Indemnifying Party prompt written notice thereof; provided, however, the failure to give such prompt written notice shall not relieve the Indemnifying Party of its indemnification obligations hereunder, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure or is otherwise materially prejudiced as a result of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of Damages that have been or may be sustained by the Indemnified Party. The Indemnifying Party shall have 60 days after its receipt of such notice to respond in writing to such Direct Claim. During such 60-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such 60-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Section 9.04    Survivability; Limitation on Actions.

(a)The representations and warranties of the enCore Parties contained in this Agreement shall survive the Closing for the benefit of the Seller as follows:

(i)as to the representations and warranties contained in Section 4.01, Section 4.02, Section 4.03, and Section 4.04, for the maximum period permitted by Law; and

(ii)as to all other representations and warranties not listed in Section 9.04(a)(i), until (A) if the Closing occurs on or prior to December 31, 2022, 12 months following the Closing Date or (B) if the Closing occurs after December 31, 2022, April 1, 2024, in each case unless a notice of a bona fide Third Party Claim shall have been given in writing before the expiry of that period, in which case the representation and warranty to which such notice applies shall survive in respect of that Third Party Claim until the final determination or settlement of that Third Party Claim.

Exhibit 10.3

(b)The covenants and agreements of the enCore Parties contained in this Agreement shall survive the Closing for the benefit of the Seller until the last date on which any such covenants and agreements are performed or satisfied.

Exhibit 10.3

(c)The representations and warranties of the Seller contained in this Agreement shall survive the Closing for the benefit of the enCore Parties as follows:

(i)as to the representations and warranties contained in Section 3.01, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.06, Section 3.28 (the “Fundamental Representations”), for the maximum period permitted by Law;

(ii)as to the representations and warranties contained in Section 3.17, until the expiration of the applicable statute of limitations under applicable tax Law plus sixty (60) days;

(iii)as to all other representations and warranties not listed in Section 9.04(c)(i) or Section 9.04(c)(ii), until (A) if the Closing occurs on or prior to December 31, 2022, 12 months following the Closing Date or (B) if the Closing occurs after December 31, 2022, April 1, 2024, in each case unless a notice of a bona fide Third Party Claim shall have been given in writing before the expiry of that period, in which case the representation and warranty to which such notice applies shall survive in respect of that Third Party Claim until the final determination or settlement of that Third Party Claim.

(d)The covenants and agreements of the Seller contained in this Agreement shall survive the Closing for the benefit of the enCore Parties until the last date on which any such covenants and agreements are performed or satisfied.

(e)The limitations on survivability of representations and warranties under Section 9.04(a) and Section 9.04(c) and of covenants and agreements under Section 9.04(b) and Section 9.04(d) shall not be applicable to the extent that a Party to which the limitation applies has committed fraud or made an intentional misrepresentation or omission in connection with this Agreement or the transactions contemplated herein.

(f)In no event shall any Indemnified Party be entitled to duplicate compensation with respect to the same Damage or Liability under more than one provision of this Agreement and the Ancillary Documents.

(g)The Indemnified Party shall take, and cause its Affiliates and Representatives to make, all commercially reasonable efforts to mitigate any Damages for which the Indemnifying Party may be liable under this Article IX upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto.

(h)Payments by the Indemnifying Party in respect of any Damages shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party in respect of any such Damages. Further, Payments by the Indemnifying Party in respect of any Damages shall be reduced by an amount equal to any Tax benefit actually realized as a result of such Damages by the Indemnified Party.

Exhibit 10.3

(i)The Seller shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.01(e) until the aggregate amount of all Damages in respect of indemnification under Section 9.01(e) exceeds $250,000 (the “Deductible”); provided, however, that any claims for

Exhibit 10.3

indemnification by the Purchaser for a breach of any Fundamental Representation or breach of the representations in Section 3.17 shall not be subject to the Deductible. The aggregate amount of all Damages for which the Seller shall be liable to the Purchaser Indemnified Parties pursuant to Section 9.01(e) shall not exceed $24,000,000 (the “Cap”); provided, however, that any indemnification by Seller pursuant to Section 9.01(e) for breach of the representation in Section

3.17 or for any Fundamental Representation shall not be subject to, or otherwise considered in determining the Cap. In the event the Seller is liable to the Purchaser Indemnified Parties for any amount under this Article IX, in lieu of paying such amount, the principal amount of the Note may be reduced.

(j)Notwithstanding any other provision of this Agreement to the contrary, the aggregate amount of the Damages for which the Seller shall be liable to the Purchaser Indemnified Parties shall not exceed $120,000,000.

ARTICLE X. TAX MATTERS

Section 10.01 Tax Filings. The Seller shall be responsible for filing with the appropriate Governmental Authority the applicable Tax Returns for Taxes which are required to be filed on or before the Closing Date and paying the Taxes reflected on such Tax Returns as due and owing. The enCore Parties shall be responsible for filing with the appropriate taxing authorities the applicable Tax Returns for all Taxes that are required to be filed after the Closing Date and paying the Taxes reflected on such Tax Returns as due and owing; provided, however, that in the event that the Seller is required by applicable Law to file a Tax Return with respect to such Taxes after the Closing Date which includes all or a portion of a tax period for which the enCore Parties are liable for such Taxes, following the Seller’s request, the enCore Parties shall promptly pay to the Seller all such Taxes allocable to the period or portion thereof beginning at or after the Closing Date (but only to the extent that such amounts have not already been accounted for under Section 10.02), whether such Taxes arise out of the filing of an original return or a subsequent audit or assessment of Taxes. The Seller shall be entitled to all Tax credits and Tax refunds which relate to any such Taxes allocable to any tax period, or portion thereof, ending before the Closing Date. The enCore Parties shall be entitled to all Tax Credits and Tax refunds which related to any such Taxes allocable to any tax period, or portion thereof, beginning on or after the Closing Date.

Section 10.02 Current Tax Period Taxes. Taxes assessed with respect to the Tax period in which the Closing occurs (the “Current Tax Period”) that are ad valorem, property or other Taxes imposed on a periodic basis, but excluding Taxes that are based upon or related to sales or receipts, imposed on a transactional basis or which are based on quantity of or the value of production of Minerals, shall be apportioned between the enCore Parties and the Seller as of the Closing Date with (a) the Seller being obligated to pay a proportionate share of the actual amount of such Taxes for the Current Tax Period determined by multiplying such actual Taxes by a fraction, the numerator of which is the number of days in the Current Tax Period prior to the Closing Date and the denominator of which is the total number of days in the Current Tax Period and (b) the enCore Parties being obligated to pay a proportionate share of the actual amount of such Taxes for the Current Tax Period determined by multiplying such actual Taxes by a fraction, the numerator of which is the number of days in the Current Tax Period on and after the Closing Date and the denominator of which is the total number of days in the Current Tax Period. Any Taxes which are based upon or related to sales or receipts, imposed on a transactional basis or on quantity of or the value of production of Minerals shall be apportioned between the Seller and the enCore Parties based on the period in which the transaction or the number of units or value of production actually produced and sold, as applicable, giving rise to such Taxes occurred. In the event that the Seller or the

Exhibit 10.3

enCore Parties shall have made any payment for which it is entitled to reimbursement under this Article X, the applicable Party shall make such reimbursement promptly but in no event later than thirty (30) days after the

Exhibit 10.3

presentation of a statement setting forth the amount of reimbursement to which the presenting Party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of the reimbursement.

Section 10.03 Purchase Consideration Allocation

(a)The Parties agree that the transactions contemplated by this Agreement shall be treated as a purchase and sale of the Alta Mesa Assets for U.S. federal income (and applicable state and local) Tax purposes.

(b)The enCore Parties shall prepare an allocation schedule allocating the Purchase Consideration (plus any other amounts that are required to be taken into account as consideration for the purchase and sale contemplated under this Agreement for U.S. federal income Tax purposes) based upon the relative fair market values of the Alta Mesa Assets among the categories of assets specified in Part II of IRS Form 8594 (Asset Acquisition Statement under Section 1060) (i.e., “Class V assets”, “Class VI assets”, “Class VII assets”, etc.) in a manner consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Allocation Schedule”), and shall deliver the Allocation Schedule to Seller within 120 days after the Closing Date. Within 30 days after receiving such Allocation Schedule, Seller shall notify the enCore Parties in writing if Seller has any reasonable objections to the allocations on the Allocation Schedule. If Seller does not notify the enCore Parties of any reasonable objection to the Allocation Schedule, then it shall be deemed agreed to by Seller and the enCore Parties, and the Allocation Schedule shall be final and binding (subject to any updates thereto arising in connection with any subsequent adjustment to the Purchase Consideration). If Seller objects to any items on the Allocation Schedule, then Seller and the enCore Parties shall negotiate in good faith to resolve any disagreement regarding the Allocation Schedule as soon as practicable (taking into account the due date of any Tax Returns on which the allocation set forth in the Allocation Schedule is required to be reflected) and shall memorialize the agreed allocation, if any, in a final Allocation Schedule, which shall be final and binding (subject to any updates thereto arising in connection with any subsequent adjustment to the Purchase Consideration). If Seller and the enCore Parties are unable to resolve their disagreement within the 15 days following the delivery of comments by Seller, solely the matters that are the subject of the disagreement shall be submitted to a mutually agreed valuation firm for resolution within 15 days of such submission, which resolution shall be final, binding and non-appealable, and then the Allocation Schedule shall be revised to reflect such resolutions and become final and binding (subject to any updates thereto arising in connection with any subsequent adjustment to the Purchase Consideration). The fees, costs and expenses of the valuation firm retained to resolve any dispute with respect to the Allocation Schedule, if applicable, shall be borne equally by Seller, on the one hand, and the enCore Parties, on the other.

(c)Seller and the enCore Parties shall (and shall cause their respective affiliates to) report and file all information reports and Tax Returns (including IRS Form 8594 (which Seller and the enCore Parties shall respectively timely file with the IRS) and any amended Tax Returns or claims for refund) in all respects consistent with the Allocation Schedule and neither Seller nor the enCore Parties shall take, or permit any of their respective affiliates to take, any position inconsistent with the Allocation Schedule on any Tax Return unless required to do so by applicable Law. If any Governmental Authority disputes the allocation set forth in the Allocation Schedule, the Party receiving notice of the dispute shall promptly notify the other Party of such dispute and the Parties shall cooperate in good faith in responding to such dispute in order to preserve the effectiveness of the allocation set forth in the Allocation Schedule;

Exhibit 10.3

provided, however, that no Party shall be unreasonably impeded in its ability and discretion to negotiate, compromise and/or settle any Tax audit, claim or similar proceeding in connection with such allocation. The Parties shall, and shall cause their respective affiliates to, use commercially reasonable efforts to update the Allocation Schedule in a manner consistent with Section 1060 of the Code following any adjustment to the

Exhibit 10.3

Purchase Consideration. The Allocation Schedule may be revised, from time to time, by the mutual written consent of Seller and the enCore Parties.

ARTICLE XI. MISCELLANEOUS

Section 11.01 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original instrument, but all such counterparts together shall constitute but one agreement. Each Party’s delivery of an executed counterpart signature page by facsimile (or email) is as effective as executing and delivering this Agreement in the presence of the other Parties. No Party shall be bound by the terms and provisions of this Agreement until such time as all of the Parties have executed counterparts of this Agreement.

Section 11.02 Notice. All notices and other communications which are required or may be given pursuant to this Agreement must be given in writing, and delivered personally, by courier, or by email followed by delivery by courier, as follows:

If to Seller:

Energy Fuels Inc.

225 Union Blvd., Suite 600

Lakewood, Colorado 80228 Attention: David Frydenlund

Email: dfrydenlund@energyfuels.com

With a copy to (which shall not constitute notice):

Dorsey & Whitney LLP TD Canada Trust Tower

Brookfield Place 161 Bay Street, Suite 4310 Toronto, ON M5J 2S1-

Canada

Attention: James Guttman

Email: guttman.james@dorsey.com

If to any enCore Party:

enCore Energy Corp.

101 N. Shoreline Blvd., Suite 450 Corpus Christi, TX 78401 Attention: Paul Goranson

Email: pgoranson@encoreuranium.com

With a copy to (which shall not constitute notice):

Greg Zerzan, General Counsel and Chief Administrative Officer Email: gzerzan@encoreuranium.com

Exhibit 10.3

Any Party may change its address for notice by notice to the other Parties in the manner set forth above. All notices shall be deemed to have been duly given at the time of receipt by the Party to which such notice

Exhibit 10.3

is addressed if received prior to 5:00 p.m. local time on a Business Day or on the following Business Day if received after 5:00 p.m. local time or on a non-Business Day.

Section 11.03 Tax, Recording Fees, Similar Taxes & Fees. The Seller shall pay and be liable for any sales, use, excise, real property transfer, goods and services, registration, documentary, stamp or transfer Taxes, recording fees and similar Taxes and fees incurred and imposed upon, or with respect to, the sale and transfer of the Acquired Companies hereunder and any other “change of control” payments arising from the transactions hereunder. Except as otherwise provided herein, all costs and expenses (including legal and financial advisory fees and expenses) incurred in connection with, or in anticipation of, this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such costs and expenses. Notwithstanding anything to the contrary in the foregoing, Seller shall bear and pay all Transaction Expenses of the Acquired Companies. Any CFIUS filing fee associated with obtaining CFIUS Approval in the event the Parties file a CFIUS Notice will be borne by the Purchaser.

Section 11.04 Governing Law; Jurisdiction.

(a)THIS AGREEMENT AND THE LEGAL RELATIONS BETWEEN THE PARTIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW WHICH WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

(b)THE PARTIES HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN HOUSTON, TEXAS (OR, IF REQUIREMENTS FOR FEDERAL JURISDICTION ARE NOT MET, STATE COURTS LOCATED IN HARRIS COUNTY, TEXAS) AND APPROPRIATE APPELLATE COURTS THEREFROM FOR THE RESOLUTION OF ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF OR IN RELATION TO THIS AGREEMENT, AND EACH PARTY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH DISPUTE, CONTROVERSY OR CLAIM MAY BE HEARD AND DETERMINED IN SUCH COURTS. THE PARTIES HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH DISPUTE, CONTROVERSY OR CLAIM BROUGHT IN ANY SUCH COURT OR ANY DEFENSE OF INCONVENIENT FORUM FOR THE MAINTENANCE OF SUCH DISPUTE, CONTROVERSY OR CLAIM. EACH PARTY AGREES THAT A JUDGMENT IN ANY SUCH DISPUTE MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY APPLICABLE LAW.

(c)TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES THAT THIS SECTION 11.04(c) CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH SUCH PARTY IS RELYING AND WILL RELY IN ENTERING INTO THIS

Exhibit 10.3

AGREEMENT, THE ANCILLARY DOCUMENTS, AND ANY OTHER AGREEMENTS RELATING HERETO OR CONTEMPLATED HEREBY OR THEREBY.

Exhibit 10.3

Section 11.05 Waivers. Any failure by a Party to comply with any of its obligations, agreements or conditions herein contained may only be waived by the Party to whom such compliance is owed by a written instrument signed by such Party and expressly identified as a waiver, but not in any other manner. No waiver of, consent to a change in, or any delay in timely exercising any rights arising from, any of the provisions of this Agreement shall be deemed or shall constitute a waiver of, or consent to a change in, other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

Section 11.06 Assignment. Prior to the Closing Date, no Party shall assign all or any part of this Agreement, nor shall any Party assign or delegate any of its rights or duties hereunder, without the prior written consent of the other Parties (which consent may not be unreasonably withheld) and any assignment or delegation made without such written consent shall be void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

Section 11.07 Entire Agreement. This Agreement (including, for purposes of certainty, the Appendix, Exhibits and Schedules attached hereto), the Ancillary Documents to be executed hereunder, and the Confidentiality Agreement, as amended hereby, constitute the entire agreement among the Parties pertaining to the subject matter hereof, and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties pertaining to the subject matter hereof.

Section 11.08 Amendment. This Agreement may be amended or modified only by an agreement in writing executed by all Parties and, in the case of the enCore Parties, approved by the Special Committee of the Board of Directors of enCore, their respective successors or permitted assigns and expressly identified as an amendment or modification hereto.

Section 11.09 No Third-Party Beneficiaries. Nothing in this Agreement shall entitle any Person, other than the Parties, to any claim, cause of action, remedy or right of any kind.

Section 11.10 Construction. The Parties acknowledge that (a) each Party has had the opportunity to exercise business discretion in relation to the negotiation of the details of the transaction contemplated hereby, (b) this Agreement is the result of arm’s-length negotiations from equal bargaining positions, and

(c) the Parties and their respective legal counsel equally participated in the preparation and negotiation of this Agreement. Any rule of construction that a contract be construed against the drafter shall not apply to the interpretation or construction of this Agreement.

Section 11.11 Conspicuous. THE PARTIES AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE OR ENFORCEABLE, THE PROVISIONS IN THIS AGREEMENT IN BOLD-TYPE FONT ARE “CONSPICUOUS” FOR THE PURPOSE OF ANY APPLICABLE LAW.

Section 11.12 Severability. Should any provision of this Agreement be held by a court of law to be illegal, invalid or unenforceable, such provision shall be replaced by such provision as most closely reflects the intent of the invalid provision, and the legality, validity and enforceability of the remaining provisions of this Agreement will not be affected or impaired thereby.

[signature pages follow]

Exhibit 10.3

IN WITNESS WHEREOF, each Party has caused this Agreement to be duly executed by its authorized representative as of the Execution Date.

SELLER:

EFR WHITE CANYON CORP.

By:     /s/ Mark Chalmers

Name: Mark Chalmers

Title: CEO

ENCORE:

ENCORE ENERGY CORP.

By:     /s/ W. Paul Goranson

Name: W. Paul Goranson

Title: Chief Executive Officer and Director

PURCHASER:

ENCORE ENERGY US CORP.

Exhibit 10.3

By:

/s/ W. Paul Goranson

Name: W. Paul Goranson

Title: President and CEO

Exhibit 10.3

APPENDIX A

ATTACHED TO AND MADE A PART OF THAT CERTAIN MEMBERSHIP INTEREST PURCHASE AGREEMENT DATED NOVEMBER 13, 2022, BY AND AMONG EFR WHITE CANYON CORP., ENCORE ENERGY CORP., AND ENCORE ENERGY US CORP.

DEFINITIONS

“Accounting Principles” means the principles described in Schedule 1 hereto.

“Accrued Rental Liabilities” means the accrued liabilities of Seller or any of the Acquired Companies, with respect to the Alta Mesa Assets, of the items set forth on Schedule 5.11 for unpaid lease rentals to be paid in arrears after Closing which benefit the Seller or the Acquired Companies before the Closing.

“Acquired Company” and “Acquired Companies” have the meanings set forth in the Recitals to this Agreement.

“Acquired Company IP Agreements” means all Contracts containing licenses, sublicenses, consents to use, settlements, coexistence agreements, covenants not to sue, or the right to receive or obligation to pay royalties or any other consideration, whether oral or written, in which any right in Acquired Company Intellectual Property or any other material Intellectual Property used in the conduct of the Business is granted, transferred, assigned or licensed to or from the Acquired Companies and that involves annual aggregate consideration in excess of $50,000, excluding, in all cases, any Contracts for off- the-shelf, click-wrap or other commercially available software, in each case where the cost of the same is less than $25,000 annually.

“Acquired Company IP Registrations” means all Intellectual Property Registrations owned by the Acquired Companies.

“Acquired Company Intellectual Property” means all Intellectual Property that is owned or purported to be owned by the Acquired Companies.

“Acquisition Proposal” means, with respect to any of the Acquired Companies or Alta Mesa Assets, any proposal or offer, or public announcement of an intention to make a proposal or offer, to any of the Seller or the Acquired Companies or any of their security holders, members, shareholders, partners or Representatives, from any Person or group of Persons “acting jointly or in concert” (within the meaning of Canadian Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids) which constitutes, or may be reasonably expected to lead to (in either case whether in one transaction or a series of transactions):

(i)any take-over bid, issuer bid, amalgamation, plan of arrangement, business combination, merger, tender offer, exchange offer, consolidation, recapitalization or reorganization resulting in any Person or group of Persons owning any of the issued and outstanding membership, equity or voting interests of any of the Acquired Companies;

(ii)any sale of any Alta Mesa Assets (or any lease, long-term supply arrangement, license or other arrangement having the same economic effect as a sale);

(iii)any sale or issuance of membership interests, shares or other equity interests (or securities convertible into or exercisable for such membership interests, shares or other interests) in any of the Acquired Companies; and

Exhibit 10.3

Exhibit 10.3

(iv)any arrangement whereby effective operating control of an Acquired Company is granted to another party or Person.

“Action” means any claim, action, lawsuit, arbitration, mediation, audit, written notice of violation, proceeding, litigation, summons, subpoena, or, to the Seller’s Knowledge, investigation of any nature by or before any Governmental Authority, whether civil, criminal, administrative, regulatory or otherwise, or whether at law or in equity.

“Affiliate” means, with respect to any Person, any Person that directly or indirectly Controls, is Controlled by, or is under common Control with, such Person.

“Agreement” has the meaning set forth in Preamble of this Agreement. “Allocation Schedule” has the meaning set forth in Section 10.03(b).

“Alta Mesa Assets” means any and all of the Contracts, the Alta Mesa Real Property, the Alta Mesa Personal Property, the Records and any and all other assets and properties of the Acquired Companies.

“Alta Mesa Contracts” has the meaning set forth in Section 3.13.

“Alta Mesa Personal Property” has the meaning set forth in Section 3.15. “Alta Mesa Real Property” has the meaning set forth in Section 3.14. “Amendment Date” has the meaning set forth in Section 3.13(a). “Ancillary Documents” has the meaning set forth in Section 3.03. “Audited Financial Statements” has the meaning set forth in Section 5.14. “Balance Sheet” has the meaning set forth in Section 3.08.

“Balance Sheet Date” has the meaning set forth in Section 3.08.

“Benefit Plan” means any plan, agreement, program or policy, whether funded or unfunded, registered or unregistered, under which any of the Acquired Companies has any liability or contingent liability to any current or former employees relating to retirement savings, pensions or benefits, including any defined benefit pension plan, defined contribution pension plan, group registered retirement savings plan or supplemental pension or retirement plan, or any bonus, deferred profit-sharing, profit-sharing, stock option, share purchase, stock appreciation, deferred compensation, incentive compensation, supplemental unemployment benefits, hospitalization, health, dental, disability, life insurance, death or survivor’s benefit, employment insurance, vacation pay, severance or termination pay or other benefit plan with respect to any current or former employees of any of the Acquired Companies or any eligible dependents of such employees.

“Burden” means any and all royalties (including lessor’s royalties), overriding royalties, production payments, net profits interests and other burdens upon, measured by, or payable out of production from the Alta Mesa Assets, the Business, or the Acquired Companies (excluding, for the avoidance of doubt, any Taxes).

“Business” has the meaning set forth in the Recitals.

Exhibit 10.3

“Business Day” means each calendar day except Saturdays, Sundays, and federal holidays in the United States.

“Cash Collateral Amount” has the meaning set forth in Section 2.03. “Cash Consideration” has the meaning set forth in Section 2.02(a). “Casualty Loss” has the meaning set forth in Section 5.12.

“CFIUS” means the Committee on Foreign Investment in the United States.

“CFIUS Approval” means (a) the Purchaser and Seller have received written notice from CFIUS that (i) it has determined that the acquisition of the Acquired Companies by the Purchaser is not a covered transaction under Section 721 of the DPA; or (ii) it has concluded all action under Section 721 of the DPA with respect to the acquisition of the Acquired Companies by the Purchaser and has determined that there are no unresolved national security concerns; or (b) if CFIUS has sent a report (the “CFIUS Report”) to the President of the United States requesting the President’s decision, then the President has (i) announced a decision not to take any action to suspend or prohibit the acquisition of the Acquired Companies by the Purchaser or (ii) not taken any action to suspend or prohibit such transactions during the 15-day period following the date of receipt of the CFIUS Report.

“CFIUS Declaration” means a declaration prepared jointly by the Purchaser and Seller with respect to the transactions contemplated by this Agreement and submitted to CFIUS in accordance with the DPA.

“CFIUS Notice” means a joint voluntary notice prepared by the Purchaser and Seller with respect to the transactions contemplated by this Agreement and submitted to CFIUS in accordance with the DPA.

“Closing” has the meaning set forth in Section 7.01. “Closing Date” has the meaning set forth in Section 7.01.

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Company Agreements” means (1) the Amended and Restated Company Agreement of EFR Alta Mesa LLC, dated effective as of October 6, 2021, as amended; (2) the Company Agreement of Leoncito Plant, L.L.C., dated effective October 6, 2021, as amended; (3) the Company Agreement of Leoncito Project, L.L.C., dated effective October 6, 2021, as amended; and (4) the Company Agreement of Leoncito Restoration, L.L.C., dated effective October 6, 2021, as amended.

“Completion Date” has the meaning set forth in Section 8.01(b).

“Confidential Information” has the meaning set forth in the Confidentiality Agreement. “Confidentiality Agreement” means that certain Confidentiality Agreement between enCore and

Energy Fuels Inc. dated January 31, 2022.

“Control” means the ability to direct the management and policies of a Person through ownership of voting shares or other equity rights, pursuant to a written agreement, or otherwise. The terms “Controls” and “Controlled by” and other derivatives shall be construed accordingly.

Exhibit 10.3

“Current Tax Period” has the meaning set forth in Section 10.02.

Exhibit 10.3

“Damages” means the amount of any actual Liability, loss, cost, expense, claim, award or judgment incurred or suffered by any Person (to be indemnified under this Agreement) arising out of or resulting from the indemnified matter, whether attributable to personal injury or death, property damage, contract claims (including contractual indemnity claims), torts, or otherwise, including reasonable fees and expenses of attorneys, consultants, accountants or other agents and experts reasonably incident to matters indemnified against, and the reasonable costs of investigation and/or monitoring of such matters, and the reasonable costs of enforcement of the indemnity; provided, however, that the term “Damages” shall not include (i) loss of profits or other consequential damages suffered by the Party claiming indemnification, or any punitive damages (except as otherwise provided herein), or (ii) any Liability, loss, cost, expense, claim, award or judgment to the extent resulting from or to the extent increased by the actions or omissions of any indemnified Party after the Closing Date.

“Deductible” has the meaning set forth in Section 9.04. “Deed of Trust” has the meaning set forth in Section 2.02(b). “Defensible Title” means title that is:

(i)free from such reasonable doubt that a prudent Person engaged in the business of ownership, development and operation of producing uranium mining properties with knowledge of all of the facts and their legal bearing would be willing to accept the same; and

(ii)free and clear of any and all Encumbrances, obligations, and defects, other than Permitted Encumbrances.

“Direct Claim” has the meaning set forth in Section 9.03(b). “DPA” means the Defense Production Act of 1950 as amended.

“EFR USA” means Energy Fuels Resources (USA) Inc., a Delaware corporation.

“enCore Party” or “enCore Parties” has the meaning set forth in the Preamble of this Agreement.

“Encumbrance” means a mortgage, pledge, hypothecation, lien, easement, right-of-way, encroachment, covenant, condition, right of re-entry, lease, license, assignment, option, claim, royalty or other encumbrance or charge, whether or not registered or registrable, but does not include a Permitted Encumbrance.

“Environmental Condition” means: (i) any event or condition with respect to air, land, soil, surface, subsurface strata, surface water, ground water, or sediment that causes, or could reasonably be expected to cause, any Alta Mesa Asset to become subject to, or its owner or operator to incur any Liability or be potentially liable for, any removal, remediation, or response action under, or not be in compliance with, any Permits or Environmental Law; or (ii) any event or condition described in the preceding clause

(i) that results, or could reasonably be expected to result, in any Liability to any Governmental Authority for any removal, remediation, or response action, or to any other Person for injury to or death of any Person, Persons, or other living thing, or damage, loss, or destruction of property located on such Alta Mesa Asset.

“Environmental Laws” means CERCLA, the Resource Conservation and Recovery Act, 42 U.S.C.

Exhibit 10.3

§ 6901 et-seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et-seq.; the Clean Air Act, 42

U.S.C. § 7401 et-seq.; the Hazardous Materials Transportation Act, 49 U.S.C. § 1471 et-seq.; the Toxic

Exhibit 10.3

Substances Control Act, 15 U.S.C. §§ 2601 through 2629; the Oil Pollution Act, 33 U.S.C. § 2701 et-seq.; the Endangered Species Act, 16 U.S.C. §§ 1531 to 1544; the Emergency Planning and Community Right- to-Know Act, 42 U.S.C. § 11001 et-seq.; the Atomic Energy Act of 1954, as amended, 42 U.S.C. § 2011 et-seq.; and the Safe Drinking Water Act, 42 U.S.C. §§ 300f through 300j; and all similar Laws of any Governmental Authority having jurisdiction over the property in question addressing pollution or protection of the environment, human health, natural resources or threatened, endangered or protected species, and all regulations implementing the foregoing that are applicable to the operation and maintenance of the Alta Mesa Assets.

“Equity Exception” has the meaning set forth in Section 3.03. “Excess Amount” has the meaning set forth in Section 9.04(i)

“Execution Date” has the meaning set forth in the Preamble of this Agreement. “Financial Statements” has the meaning set forth in Section 3.08(a). “Financing Condition” has the meaning set forth in Section 6.01(i). “Financing Extension” has the meaning set forth in Section 5.16.

“GAAP” has the meaning set forth in Section 3.08.

“Governmental Authority” means any instrumentality, subdivision, court, administrative agency, commission, official or other authority of the United States or any other country or any state, province, prefect, municipality, locality or other government or political subdivision thereof, or any quasi- governmental or private body exercising any administrative, executive, judicial, legislative, police, regulatory, taxing, importing or other governmental or quasi-governmental authority.

“Governmental Order” means any order, writ, judgment, injunction, decree, consent, stipulation, determination or award entered by or with any Governmental Authority.

“Guaranty” has the meaning set forth in Section 2.02(b).

“Hazardous Substances” means any pollutants, contaminants, toxic, radioactive or hazardous substances, materials, wastes, constituents, compounds or chemicals that are regulated by, or may form the basis of liability under any Environmental Laws, including asbestos-containing materials (but excluding any Minerals).

“Indebtedness” of any Person means and includes, without duplication, (a) indebtedness for borrowed money or indebtedness issued or incurred in substitution or exchange for indebtedness for borrowed money; (b) amounts owing as deferred purchase price for property or services, including all seller notes and “earn-out” payments; (c) indebtedness evidenced by any note, bond, debenture, mortgage or other debt instrument or financial debt security; (d) commitments or obligations by which such Person assures a creditor against loss (including contingent reimbursement obligations with respect to letters of credit); (e) obligations or commitments to repay deposits or other amounts advanced by and owing to third Persons,

(f) obligations under any interest rate, currency or other hedging agreement; (g) obligations or commitments under capitalized leases (capital portion) or finance leases; (h) any change of control payments or prepayment premiums, penalties, charges or equivalents thereof with respect to any indebtedness, obligation, or liability of the type described in clauses (a) through (g) above, (i) any

Exhibit 10.3

indebtedness for borrowed money secured by an encumbrance on the assets of such Person, (j) all liabilities for the deferred

Exhibit 10.3

purchase price of property or services (other than trade payables incurred in the ordinary course of business consistent with past practice) and all deferred purchase price liabilities related to past acquisitions, (k) all deferred rent obligations, (l) any stimulus packages, government assistance or other benefits received (such as, but not limited to, loans, benefits, rights or amounts) pursuant to the CARES Act or any other Law that are subject to a repayment obligation (absolute or contingent), (m) deferred payroll taxes (to the extent not included in Net Working Capital), (n) any related party payables (other than between any of the Acquired Companies or any of their Affiliates) including declared but unpaid dividends or distributions, (o) all liabilities arising out of interest rate, currency or other hedge agreements or other hedging arrangements,

(p) any amounts deposited by a customer with any of the Acquired Companies or pre-paid by a customer to any of the Acquired Companies in respect of goods or services to be provided by any of the Acquired Companies, (q) all credit card balances of any of the Acquired Companies, and (r) all accrued interest, prepayment premiums or the like or penalties related to any of the foregoing; provided, however, that notwithstanding any other provision of this Agreement, Indebtedness shall not include any of the liabilities of such Person included within Transaction Expenses. Notwithstanding the forgoing, Indebtedness shall not include or encompass the Slurry Payment Obligation, any Reclamation Obligations, or any matters addressed pursuant to the adjustment described in Section 5.11.

“Indemnified Party” has the meaning set forth in Section 9.03(a). “Indemnifying Party” has the meaning set forth in Section 9.03(a).

“Intellectual Property” means all of the following, in any jurisdiction throughout the world:

(a) patents and patent applications, including all reissues, divisions, continuations, continuations-in-part, reexaminations and extensions thereof; (b) trademarks, service marks and trade names, together with any registrations and registration applications in connection therewith and all goodwill associated therewith;

(c) copyrights and any registrations and registration applications in connection therewith; (d) trade secrets and other rights in confidential information and know-how, including rights in inventions (whether patentable or not), invention disclosures, and protectable business information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals); (e) rights in computer software (including all source code, object code, data and related documentation), and (f) internet addresses, domain names, and other related rights in websites and web pages.

“Intellectual Property Registrations” means all Intellectual Property that is subject to any issuance registration, application or other filing by, to or with any Governmental Authority or authorized private domain registrar in any jurisdiction, including trademark registrations, domain names, copyright registrations, issued and reissued patents, and pending applications for any of the foregoing.

“IT Assets” means all information technology assets, computer systems, devices, mobile devices, equipment, hardware, servers, platforms, software applications, cloud storage services, firmware or middleware, networks, telecommunications systems, printers and related infrastructure and facilities owned, operated, licensed or controlled by the Acquired Companies.

“knowledge of the enCore Parties” or “the enCore Parties’ Knowledge” have the meaning set forth in Section 1.02(d).

“knowledge of the Seller” or “the Seller’s Knowledge” have the meaning set forth in Section

1.02(d).

Exhibit 10.3

“Laws” means all Permits, statutes, rules, regulations, ordinances, orders, and codes of Governmental Authorities.

“Lease(s)” means any lease, sublease, occupancy agreement, license, concession or other similar agreement, in each case whether written or oral, in connection with the lease, occupancy or use of any of the Real Property, together with all amendments, modifications, extensions renewals, notices, guaranties, agreements and other documents with respect thereto.

“Leoncito Restoration” has the meaning set forth in the Recitals to this Agreement.

“Liability” (and with the correlative meaning, “Liabilities”) means any and all claims, demands, complaints, actions, litigation, hearings, lawsuits, proceedings, investigations, charges, damages, fines, penalties, deficiencies, judgments, injunctions, orders, decrees, rulings, losses, costs, liabilities, amounts paid in settlement, obligations, Taxes and Encumbrances, including, in each case, costs and reasonable expenses contesting and defending such matters (including reasonable attorneys’ fees and expenses, interest, court costs and other costs of suit, litigation or other proceedings of any kind or of any claim, default or assessment).

“LR Membership Interests” has the meaning set forth in the Recitals to this Agreement. “Material Adverse Effect” means any event, condition, effect, change, development or

circumstance that, individually or when considered together with any other events, conditions, effects,

changes, developments or circumstances (a) would reasonably be expected to materially delay or impair the performance of the Seller’s obligations under the Agreement or (b) would reasonably be expected to have a material adverse effect on the Acquired Companies, the Project or the Alta Mesa Assets, taken as a whole; provided, however, “Material Adverse Effect” shall not include any condition, effect, change, development or circumstance arising out of or attributable to: (i) general economic or political conditions;

(ii) conditions generally affecting uranium prices or mining; or (iii) any changes in applicable Laws or accounting rules or the enforcement, implementation or interpretation thereof.

“Material Mitigation Measure” means any mitigation measure proposed by CFIUS that (i) requires the Purchaser to hold its ownership interests in the Acquired Companies indirectly, such as through proxy holders or in a voting trust; (ii) materially interferes with the enCore Parties’ ability to participate in the management of the Acquired Companies; (iii) requires the exclusion of any material asset from the scope of the transaction or the enCore Parties or the Acquired Companies to dispose of any material portion of its businesses, operations, assets or product lines (or any combination thereof); or (iv) otherwise is reasonably likely to result in a Material Adverse Effect on the Acquired Companies or the enCore Parties.

“Membership Interests” has the meaning set forth in the Recitals to this Agreement. “Mesteña Parties” has the meaning set forth in Section 5.09.

“Minerals” means all minerals of any kind or character, other than oil and gas, including, but not limited to, uranium and all other minerals mined or extracted primarily for values derived from their content of minerals, in the form of ores, mine waters, leachates, pregnant liquors, pregnant slurries, concentrated slurries, precipitates, whether in dry or slurry state, concentrates, or products beneficiated, upgraded or refined further than concentrates, and whether occurring in intimate depositional relationship with uranium and recovered as secondary values during the mining, extraction, processing, or treatment of uranium.

“Note” has the meaning set forth in Section 2.02(b).

Exhibit 10.3

“Party” and “Parties” have the meanings set forth in the Preamble of this Agreement.

Exhibit 10.3

“Permits” means any permits, licenses, approvals, certificates of authority, franchises, concessions, registrations, consents, or similar qualifications or authorizations issued, granted or given by or under the authority of, or filings with, any Governmental Authority.

“Permitted Encumbrances” means any or all of the following: (i) this Agreement; (ii) consents to assignment that have been obtained, or will be obtained prior to the Closing, from the appropriate Person(s) and preferential rights to purchase with respect to which written waivers are obtained prior to the Closing from the appropriate Person(s) for the transactions contemplated by this Agreement and the Ancillary Documents; (iii) liens for Taxes or assessments not yet delinquent; (iv) materialmen’s, mechanic’s, repairman’s, employee’s, contractor’s, operator’s and other similar liens or charges arising in the ordinary course of business for amounts not yet delinquent (including any amounts being withheld as provided by Law); (v) all rights to consent by, required notices to, filings with, or other actions by Governmental Authorities in connection with the conveyance of the Alta Mesa Assets or rights or interests therein if they are not required prior to, or are customarily obtained subsequent to, a conveyance in the region where the Alta Mesa Assets are located; (vi) easements, rights-of-way, covenants, servitudes, permits, surface leases and other rights in respect of surface operations which do not, individually or in the aggregate, prevent or materially adversely affect the use, ownership, development or operation of any Alta Mesa Assets; (vii) all rights reserved to or vested in any Governmental Authority to control or regulate any of the Alta Mesa Assets in any manner or to assess Tax with respect to the Alta Mesa Assets, the ownership, use or operation thereof, or revenue, income or capital gains with respect thereto, and all obligations and duties under all applicable Laws of any such Governmental Authority or under any franchise, grant, license or permit issued by any Governmental Authority; (viii) the royalties set out in the Uranium Lease; and (ix) any Encumbrance on or affecting the Alta Mesa Assets which is expressly waived in writing, bonded or paid by EF Holding on or before the Closing or which is discharged on or before the Closing.

“Person” means any individual, firm, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, Governmental Authority or any other entity.

“Pledge Agreement” has the meaning set forth in Section 2.02(b).

“Potential Acquisition Proposal” has the meaning set forth in Section 5.06(d).

“Prepaid Expenses” means the prepaid expenses of Seller or any of the Acquired Companies, with respect to the Alta Mesa Assets, of the items set forth on Schedule 5.11 for licensing fees, property taxes, lease rentals, insurance and bond premiums, telephone rentals, utilities and rentals with a continuing benefit to enCore Parties or the Acquired Companies after the Closing.

“Prepaid Expenses Reimbursement Amount” has the meaning set forth in Section 5.11. “Project” means all exploration, development, mining, milling, processing, transportation,

marketing and related operations and activities of the Acquired Companies, including all such exploration,

development, mining, milling, processing, transportation, marketing and related operations and activities involving the Alta Mesa Assets.

“Project Employees” has the meaning set forth in Section 2.04. “Purchase Consideration” has the meaning set forth in Section 2.02.

“Purchased Company” and “Purchased Companies” have the meanings set forth in the Recitals to this Agreement.

Exhibit 10.3

Exhibit 10.3

“Purchaser” has the meaning set forth in the Recitals.

“Purchaser Indemnified Parties” has the meaning set forth in Section 9.01. “Purchaser Termination Fee” has the meaning set forth in Section 8.03(a).

“Reclamation Obligations” means all reclamation and asset retirement obligations of the Acquired Companies resulting from uranium mineral exploration and extraction operations on the Alta Mesa Real Property.

“Records” means copies of any files, records, maps, information, and data, whether written or electronically stored, relating to the Alta Mesa Assets or the Acquired Companies, including: (i) land and title records (including title documents and warranties, abstracts of title, title opinions and memoranda, title curative documents and prospect files); (ii) contracts, electric logs, core data, pressure data, decline curves, graphical production curves, geological and mineral resource data (including all maps, logs and reports) and a non-exclusive license to all geophysical data owned by an Acquired Company or any of its Affiliates;

(iii)correspondence; (iv) operations, production, accounting, lease and division order records; (v) production, facility and well records and data; and (vi) any other records, books and files relating to any of the Alta Mesa Assets or the Acquired Companies.

“Replacement Equities” has the meaning set forth in Section 2.04.

“Representatives” means (i) partners, employees, personnel, officers, directors, members, equity owners and counsel of a Party or any of its Affiliates; or (ii) any consultant, advisor or agent retained by a Party or the parties listed in subsection (i) above.

“Required Consents” has the meaning set forth in Section 3.20. “Security Agreement” has the meaning set forth in Section 2.02(b). “Seller” has the meaning set forth in the Recitals.

“Seller Indemnified Parties” has the meaning set forth in Section 9.02. “Seller Parent” means Energy Fuels Inc.

“Slurry Payment Obligation” has the meaning set forth in Section 5.09. “Surface Use Agreements” has the meaning set forth in Section 3.13.

“Tax Return” means any return (including any information return), report, statement, schedule, notice, form, election, estimated Tax filing, claim for refund or other document (including any attachments thereto and amendments thereof) filed with or submitted to, or required to be filed with or submitted to, any Governmental Authority with respect to any Tax.

“Taxes” means all federal, state, local, and foreign income, profits, franchise, sales, use, ad valorem, property, severance, production, excise, stamp, documentary, real property transfer or gain, gross receipts, goods and services, registration, capital, transfer, or withholding taxes or other assessments, duties, fees or charges imposed by any Governmental Authority relating to any of the Acquired Companies or the Alta Mesa Assets, including any interest, penalties or additional amounts which may be imposed with respect thereto.

Exhibit 10.3

Exhibit 10.3

“Third Party” means any Person other than a Party to this Agreement or an Affiliate of a Party to this Agreement or their respective Representatives.

“Third Party Claim” has the meaning set forth in Section 9.03(a).

“Transaction Expenses” means, without duplication, (a) all fees and expenses incurred by or on behalf of the Acquired Companies at or prior to the Closing in connection with the preparation, negotiation and execution of this Agreement and the performance and consummation of the transactions contemplated hereby (including (i) such fees, costs and expenses that are incurred at or prior to the Closing that are invoiced post-Closing and (ii) fees and disbursements of counsel, investment bankers, accountants, brokers, service providers, representatives and other experts and third parties); provided, however, that notwithstanding any other provision of this Agreement, Transaction Expenses shall exclude (A) any amounts based upon or arising from any arrangements put in place by the Acquired Companies at or prior to the Closing at the written request of Purchaser

“Uranium Lease” has the meaning set forth in Section 3.13. “Uranium Option” has the meaning set forth in Section 3.13.

Exhibit 10.3

EXHIBIT 1

FORM OF MEMBERSHIP INTEREST ASSIGNMENT

ATTACHED TO AND MADE A PART OF THAT CERTAIN MEMBERSHIP INTEREST PURCHASE AGREEMENT DATED NOVEMBER 13, 2022, BY AND AMONG EFR WHITE CANYON CORP., ENCORE ENERGY CORP., AND ENCORE ENERGY US CORP.

Exhibit 10.3

ASSIGNMENT AND CONVEYANCE AGREEMENT

This ASSIGNMENT AND CONVEYANCE AGREEMENT (this “Agreement”) is entered into as of [ó], 2022, by and between EFR White Canyon Corp., a Delaware corporation (“Assignor”), and enCore Energy US Corp., a Nevada corporation (“Assignee”). All capitalized terms used but not defined herein shall have the meanings set forth in that certain Membership Interest Purchase Agreement, dated as of November [ó], 2022 (the “Purchase Agreement”), by and among Assignor, Assignee, , and enCore Energy Corp., a British Columbia corporation (“enCore”). Each of Assignor and Assignee are referred to individually as a “Party” or collectively as the “Parties.”

WHEREAS, pursuant to the Purchase Agreement, Assignor has agreed to sell to Assignee, and Assignee has agreed to purchase from Assignor all of the issued and outstanding membership interests (the “Purchased Interests”) of each of three Texas limited liability companies: EFR Alta Mesa LLC (formerly known as Mesteña Uranium, L.L.C.), Leoncito Plant, L.L.C., and Leoncito Project, L.L.C. (the “Acquired Companies”), which Purchased Interests are owned by Assignor and which constitute 100% of the issued and outstanding membership interests of the Acquired Companies.

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement and in the Purchase Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

Section 1. Assignment of Purchased Interests. Assignor hereby irrevocably and unconditionally sells, conveys, assigns, transfers and delivers unto Assignee, free and clear of all Encumbrances, all of Assignor’s right, title and interest in and to the Purchased Interests.

Section 2. Acceptance by Assignee. Assignee hereby accepts the sale, conveyance, assignment, transfer and delivery of the Purchased Interests, and assumes and agrees to keep, perform and fulfill all of the terms, covenants, conditions, agreements and obligations required of it as the owner of such Purchased Interests and as a member of the Acquired Companies under their respective organizational documents to the extent incurred or arising on or after the date hereof, including, subject to the terms of the Purchase Agreement, all of the obligations, liabilities and duties of Assignor to the extent incurred or arising on or after the date hereof out of the ownership of the Purchased Interests.

Section 3. Amendment; Waiver. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by each person signatory hereto, or in the case of a waiver, by the person against whom the waiver is to be effective. No failure or delay by any person in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by laws.

Section 4. Purchase Agreement Controls. The terms of the Purchase Agreement, including but not limited to the respective representations, warranties, covenants, agreements and indemnities of the Parties relating to the Purchased Interests are incorporated herein by this reference. Assignor and Assignee acknowledge and agree that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the fullest extent provided therein. Notwithstanding anything herein to the contrary, the provisions of this Agreement shall be subject to the provisions of the Purchase Agreement, and, if and to the extent the provisions of this Agreement are inconsistent in any way with the provisions of the Purchase Agreement, the provisions of the Purchase Agreement shall be controlling. Nothing contained herein shall be deemed to alter, modify, expand or diminish the terms and provisions set forth in the Purchase Agreement.

Exhibit 10.3

Furthermore, the applicable provisions of Article XI of the Purchase Agreement (Miscellaneous) shall apply to this Agreement, mutatis mutandis.

[Signature pages follow.]

Exhibit 10.3

IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be executed effective as of the date and year first written above.

ASSIGNOR:

EFR WHITE CANYON CORP.

By:      Name:      Title:

[Signature Page to Assignment and Conveyance Agreement]

Exhibit 10.3

ASSIGNEE:

ENCORE ENERGY US CORP.

By:      Name:      Title:

[Signature Page to Assignment and Conveyance Agreement]

Exhibit 10.3

125985.0000001 DMS 300216362v3

Exhibit 10.3

EXHIBIT 2

FORM OF NOTE

ATTACHED TO AND MADE A PART OF THAT CERTAIN MEMBERSHIP INTEREST PURCHASE AGREEMENT DATED NOVEMBER 13, 2022, BY AND AMONG EFR WHITE CANYON CORP., ENCORE ENERGY CORP., AND ENCORE ENERGY US CORP.

Exhibit 10.3

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

SECURED CONVERTIBLE PROMISSORY NOTE DUE [    ] [ ], [    ]

$60,000,000.00    [    ] [ ], 2022

1.Principal. For value received, enCore Energy US Corp. , a Nevada corporation (“Acquireco”), [EFR Alta Mesa LLC]1, a Texas limited liability company (“Alta Mesa”), Leoncito Plant, L.L.C., a Texas limited liability company (“Plant”), Leoncito Restoration, L.L.C., a Texas limited liability company (“Restoration”), and Leoncito Project, L.L.C., a Texas limited liability company (“Project” and, together with Acquireco, Alta Mesa, Plant, and Restoration, individually and collectively, as the context requires, the “Maker”), hereby jointly and severally, unconditionally promise to pay to the order of EFR White Canyon Corp., a Delaware corporation (together with its successors and permitted assigns, the “Payee”), the principal sum of SIXTY MILLION AND 00/100 DOLLARS ($60,000,000.00) in legal and lawful money of the United States of America, pursuant to this Secured Convertible Promissory Note (this “Note”).

2.Maturity. The unpaid principal balance of this Note, together with all accrued and unpaid interest thereon (such outstanding amounts at any given time, the “Outstanding Balance”), shall become due and payable on [    ] [ ], 20[ ]2 (the “Maturity Date”), if not paid or converted before that date in accordance with the terms hereof. Earlier repayment may be made by the Maker, in whole or in part, pursuant to Section 7 hereof. The principal amount of this Note may be converted by the Payee, in whole or in part, pursuant to Section 4 hereof.

3.Interest. Except as otherwise provided herein, interest shall accrue on the unpaid outstanding principal balance of this Note at a rate of eight percent (8.00%) per annum, and shall be due and payable on (i) June 30 and December 31 of each year, starting on [    ] [ ], 20[ ], (iii) the Maturity Date, and (iv) if earlier than the dates specified in clauses (i) through (iii), payment in full of the Outstanding Balance. Notwithstanding the foregoing, if any provisions of this Note would require the Maker to pay interest hereon at a rate exceeding the highest rate allowed by applicable law, the Maker shall instead pay interest under this Note at the highest rate permitted by applicable law. Interest payable under this Note shall be computed on the basis of a year of 365 or 366 days, as applicable, and actual days elapsed occurring in the period for which payable.

4.Conversion Rights. The Payee shall have the right to convert the principal due under this Note into Common Shares (“Common Shares”) issued by enCore Energy Corp., a British Columbia corporation (“enCore”), as set forth below.

4.1Conversion into Common Shares.

(a)At the election of the Payee, Payee shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion or all the outstanding principal amount of this Note, into fully paid and nonassessable Common Shares, or any shares of capital stock of enCore into which such

1 [NTD: Name to be changed at or after closing.]

Exhibit 10.3

2 [NTD: Insert second anniversary of closing date.]

Exhibit 10.3

Common Stock shall hereafter be changed or reclassified, at the conversion price as specified in Section 4.1(b) hereof (the “Conversion Price”). Upon delivery to enCore of this Note together with a fully completed and duly executed notice of conversion in the form of Exhibit A hereto (a “Notice of Conversion”), enCore shall be obligated to issue and deliver to Payee within five (5) Business Days (as defined below) after the Conversion Date (such fifth day being the “Delivery Date”) that number of Common Shares for the principal amount of this Note so converted in accordance with the foregoing. With respect to each such conversion, the date the Notice of Conversion pertaining thereto is deemed given to enCore in accordance with the terms hereof is referred to herein as the a “Conversion Date.” All accrued and unpaid interest on the converted principal amount of this Note to and including the Delivery Date, shall be paid in cash in the manner provided herein directly to Payee on or before the Delivery Date. The number of Common Shares to be issued upon each conversion of all or any portion of the outstanding principal of this Note shall be determined by dividing the amount of the principal of this Note to be converted, by the Conversion Price. enCore shall not issue any fractional Common Shares upon conversion of this Note and shall instead pay cash in lieu of delivering any fractional Common Shares based on the Conversion Price for the relevant Conversion Date. Notwithstanding the foregoing, if the number Common Shares issuable to the Payee upon any such conversion of all or a portion of the principal amount of this Note would, upon such conversion, result in the Payee beneficially owning or having control or direction, directly or indirectly, over a number of Common Shares (including Common Shares that may be acquired other than pursuant to a conversion hereunder) that is greater than 19.99% of the total number of issued and outstanding Common Shares (the “Conversion Limit”), then the principal amount hereof to be converted upon such conversion shall be reduced to the minimum extent necessary such that the number of Common Shares issued upon such conversion will not result in the Payee beneficially owning or having control or direction, directly or indirectly, over a number of Common Shares that is greater than the Conversion Limit. In determining whether to reduce the principal amount hereof to be converted upon any conversion hereunder (and the extent of any such reduction), enCore shall be entitled to rely on the Payee’s representation in the Notice of Conversion as to the number of Common Shares beneficially owned by Payee or over which Payee, directly or indirectly has control or direction.

(b)Subject to adjustment as provided in Section 4.1(c) hereof, the Conversion Price shall be $[ ].3

(c)The Conversion Price and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 4.1(a) hereof, shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

(i)Merger, Sale of Assets, etc. If enCore at any time shall consolidate with or merge into or sell or convey all or substantially all its assets to any other person/entity,

3 [NTD: Conversion Price to be inserted at Closing and shall equal 120% of the volume-weighted average price for Common Stock on the Most Active Market, as reported on Bloomberg calculated to four decimal places and determined without regard to after-hours trading or any other trading outside the regular trading session trading hours, on each of the ten consecutive complete trading days ending on the last trading day prior to the Closing Date. As used in this footnote, the “Most Active Market” shall mean, of the TSX Venture Exchange and the OTCQB market, whichever of the foregoing exchange or market that has highest aggregate trading volume in the Common Stock over the ten consecutive trading days for such exchange of market ending on the trading day prior to the Closing Date. In determining the Conversion Price, any amounts referenced by Canadian dollars shall be converted into United States dollar based on the average of the daily exchange rates published by the Bank of Canada on each of the ten consecutive complete trading days ending on the last trading day prior to the Closing Date.]

Exhibit 10.3

this Note, as to the unpaid principal portion thereof and accrued interest thereon, shall thereafter be deemed to evidence the right to convert into such number and kind of shares or other securities and property as would have been issuable or distributable on account of such consolidation, merger, sale or conveyance, had the Payee been the registered holder of the number of Common Shares to which the Payee was entitled upon the conversion of this Note immediately prior to such consolidation, merger, sale or conveyance, subject to adjustment thereafter in accordance with provisions of this Section 4.1(c). The foregoing provision shall similarly apply to successive transactions of a similar nature by any such successor.

(ii)Reclassification, etc. If enCore at any time shall, by recapitalization, reclassification or otherwise, change the Common Shares into the same or a different number of securities of any class or classes that may be issued or outstanding, this Note, as to the unpaid principal portion thereof and accrued interest thereon, shall thereafter be deemed to evidence the right to convert into an adjusted number of such securities and kind of securities as would have been issuable as the result of such change with respect to the Common Shares immediately prior to such recapitalization, reclassification or other change.

(iii)Stock Splits, Combinations and Stock Dividends. If the Common Shares are subdivided or combined into a greater or smaller number of Common Shares, or if a dividend is paid on the Common Shares in the form of Common Shares, the Conversion Price shall be proportionately reduced in case of subdivision of shares or stock dividend or proportionately increased in the case of combination of shares, in each such case by the ratio which the total number of Common Shares outstanding immediately after such event bears to the total number of Common Shares outstanding immediately prior to such event.

(d)Whenever the Conversion Price is adjusted pursuant to Section 4.1(c) above, enCore shall promptly mail to Payee a notice setting forth the Conversion Price after such adjustment and setting forth a statement of the facts requiring such adjustment.

(e)enCore has reserved and shall continue to reserve out of its authorized but unissued Common Shares or its Common Shares held in treasury enough Common Shares to permit the conversion in full of this Note. All Common Shares that may be issued upon conversion of this Note shall be fully paid and non-assessable. The issuance of this Note shall constitute full authority to enCore’s officers, agents, and transfer agents who are charged with the duty of executing and issuing share certificates to execute and issue the necessary certificates for Common Shares upon the conversion of this Note.

(f)In lieu of delivering physical certificates representing the Common Shares issuable upon conversion of all or any portion of this Note, provided enCore’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, upon request of Payee set forth in the Notice of Conversion and its compliance with the provisions contained in this paragraph, enCore shall use its reasonable commercial efforts to cause its transfer agent to electronically transmit the Common Shares issuable upon conversion to Payee by crediting the account of Payee’s prime broker with DTC through its Deposit Withdrawal Agent Commission system.

4.2Partial Conversions. As set forth in Section 4.1(a) hereof, the principal amount of this Note may be converted by Payee in whole or in part. Upon partial conversion of this Note, a new Note containing the same date and provisions of this Note shall, at the request of Payee, be issued by enCore to Payee for the principal balance of this Note that shall not have been converted or paid.

Exhibit 10.3

5.Manner of Payment. All payments of money hereunder shall be applied to any interest payment or principal as elected by the Maker, in its sole discretion. When and as required hereunder, all payments of money to be made by the Maker under this Note (whether principal, interest or otherwise) shall be made in U.S. Dollars, in immediately available funds, by wire transfer to such account at a commercial bank located in the United States of America that is identified in a notice to the Maker, not later than 4:00 p.m. Eastern Time on the date such payment shall become due (any such payment made after such time on such due date to be deemed to have been made on the next succeeding week day on which commercial banks are not authorized or required to close in the State of Texas (a “Business Day”)).

6.Payments and Performance on Business Days. If the due date of any payment or performance under this Note would otherwise fall on a day that is not a Business Day, such due date shall be extended to the next succeeding Business Day.

7.Prepayment. The principal amount of this Note and any interest payable hereunder may be prepaid, in whole or in part without premium or penalty, at any time and from time to time prior to the Maturity Date, at the option of the Maker and without the consent of the Payee. All prepayments hereunder shall be applied to any interest payment or principal as elected by the Maker, in its sole discretion.

8.Representations and Warranties. Maker hereby represents and warrants to Payee that

(i) Maker has full power and authority to enter into and deliver this Note and to consummate the transactions contemplated hereby and (ii) the execution, delivery and performance of this Note do not require Maker to obtain any consent or approval that has not been obtained and do not contravene or result in a default under any provision of any existing law or regulation applicable to Maker, or any agreement or instrument to which Maker is a party or by which Maker is bound.

9.Security. This Note and the obligations evidenced hereby are secured by certain assets of Maker and Alta Mesa Companies (as defined below) pursuant to the terms and conditions of (i) the Pledge Agreement dated as of the date hereof by and between Acquireco and Payee, (ii) the Security Agreement dated as of the date hereof by and among Alta Mesa, Plant, Restoration, and Project (collectively, the “Alta Mesa Companies”), on the one hand, and Payee on the other hand, (iii) the Guaranty Agreement (the “enCore Guaranty”) dated as of the date hereof by enCore in favor of Payee, (iv) the Deed of Trust, Leasehold Deed of Trust, Security Agreement, Financing Statement, Fixture Filing, and As-Extracted Collateral Filing dated as of the date hereof by and among the Alta Mesa Companies and Payee and (v) any other mortgages and/or deeds of trust executed by any of the Alta Mesa Companies and all other instruments and documents at any time executed by any of enCore, Acquireco or any of the Alta Mesa Companies to, evidencing, or setting out any of the terms of or security for the obligations under each of the foregoing (this Note together with each such agreements, in each case, as the same may be amended or modified from time to time, collectively, the “Loan Documents”).

10.Covenants.

10.1Debt. Maker shall not create, incur, assume, or suffer to exist any indebtedness, for borrowed money on any Alta Mesa Company, (“Debt”) except: (i) Debt contemplated by the Note in favor of Payee; (ii) Debt listed on Schedule A hereto; (iii) other Debt in the form of purchase money indebtedness secured only by the asset acquired with such Debt; (iv) Debt incurred to refinance this Note, and (v) other Debt incurred with the prior written consent of the Payee.

10.2Mergers, Consolidations, Etc. Each of enCore and the Makers (collectively, the “enCore Note Parties,” and each, an “enCore Note Party”) will not liquidate, or dissolve or reorganize, consolidate or amalgamate with or merge with any other Person or convey, transfer, or lease all or substantially all of its assets in a single transaction or series of transactions to any Person, unless (i) in the case of any such consolidation, amalgamation or merger of such enCore Note Party or any such conveyance, transfer or lease by such enCore Note Party, the successor formed by such consolidation or amalgamation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of such enCore Note Party as an entirety, as the case may be, shall be a solvent corporation or limited liability company

Exhibit 10.3

or limited partnership organized and existing under the laws of the United States of America, Canada, or any state or province of the United States or Canada (including the District of Columbia), and such corporation or limited liability company or limited partnership shall have executed and delivered to the Payee its assumption of the due and punctual performance and observance of each covenant and condition of this Note and the other Loan Documents or (ii) in the case of any such liquidation or dissolution of such enCore Note Party, such dissolution would otherwise meet the requirements of any transaction listed in clause (i) above.

10.3Liens. Maker shall not create or provide, or suffer to exist any lien, security interest or encumbrance against any of the equity interests issued by any Alta Mesa Company or any assets of any Alta Mesa Company (“Liens”) except: (i) Liens contemplated by the Note in favor of Payee;

(ii) Liens listed on Schedule B hereto; (iii) Liens securing purchase money indebtedness permitted hereby; (iv) Liens existing as of the date hereof, (v) Liens securing Debt as long as all amount owed pursuant to this Note are paid in full substantially concurrently with, or prior to, the incurrence of such Debt; and (vi) other Liens incurred with the prior written consent of the Payee. Maker shall not create or provide, or suffer to exist, any royalty, stream, or other similar revenue arrangement against or in respect of any of the equity interests issued by any Alta Mesa Company or any assets of any Alta Mesa Company other than any royalty, stream or other arrangement in effect as of the date hereof.

10.4Loans; Distributions; Redemptions/Repurchases. No Alta Mesa Company shall make any loans or pay any advances of any nature whatsoever to any person/entity, except advances in the ordinary course of business to vendors, suppliers, and contractors. No Alta Mesa Company shall: (i) declare or pay any cash dividends or distributions on account of equity interests (whether shares, stock, rights, options, warrants, other securities, indebtedness or other property or assets (including cash or any combination thereof)) (“Distributions”), other than distributions for tax purposes, or make any other Distribution by reduction of capital or otherwise in respect of any equity interests, in each case, without the prior written consent of Payee.

11.Event of Default and Remedies. At the election of Payee pursuant to written notice to Maker, the full remaining unpaid Outstanding Balance shall become at once and automatically due and payable in case of any of the following (each an “Event of Default”):

(A)The Maker defaults in the payment of any of its obligations to Payee or any part thereof for a period of five (5) Business Days after such payments are due and payable;

(B)Any enCore Note Party files a petition under any section or chapter of the United States Bankruptcy Code or any similar federal or state law or regulation; any enCore Note Party admits its inability to pay debts as they mature; any enCore Note Party makes an assignment for the benefit of one or more of its creditors; any enCore Note Party makes an application for the appointment of a receiver, trustee or custodian for any of any enCore Note Party’s assets; or any enCore Note Party files any case or proceeding for its reorganization, dissolution or liquidation or for relief from creditors;

(C)The Maker is permanently enjoined, restrained or in any way legally prevented, in each case, by a non-appealable order of a court of competent jurisdiction, from conducting all or substantially all of its business activities;

(D)The issuance of a notice of any lien, levy, assessment, injunction or attachment against all or substantially all the collateral securing this Note, that is not stayed or lifted within sixty (60) days;

(E)A petition under any section or chapter of the United States Bankruptcy Code or any similar federal or state law or regulation is filed against any enCore Note Party; any case or proceeding is filed against or by any enCore Note Party for its reorganization, dissolution or liquidation or for creditor relief; or an application is made by any Person other than any enCore

Exhibit 10.3

Note Party for the appointment of a receiver, trustee, or custodian for any other of any enCore Note Party’s assets, and such injunction, restraint, petition or application is not dismissed or stayed within sixty (60) days after the entry or filing thereof;

(F)Any judgment or judgments are rendered or judgment liens filed against any Maker for an aggregate amount in excess of $500,000, which within sixty (60) days of such rendering or filing is not either appealed, satisfied, stayed, discharged of record or bonded;

(G)The failure of the Common Shares to be listed for trading on a Principal Market, or a valid and binding securities regulatory or judicial stop trade order is issued with respect to the Common Shares or a Principal Market trading suspension occurs, in each case, that lasts for twenty (20) or more consecutive Trading Days.

(H)Failure by enCore to comply with its obligation to convert this Note in accordance with the terms and conditions hereof after due exercise of the Holder’s conversion right in accordance with the terms and conditions hereof and such failure continues for a period of three (3) Business Days;

(I)The enCore Guaranty ceases to be in full force and effect or is declared null and void in a final and non-appealable judicial proceeding or enCore denies or disaffirms its obligations under this Note or the enCore Guaranty; or

(J)Default in the performance or observance by Maker or enCore of any term, covenant or agreement contained in this Note, the enCore Guaranty or any other Loan Document and such default remains continuing and uncured for a period of 30 days after the earlier of (i) a senior officer of enCore obtaining actual knowledge of such default and (ii) the enCore Note Parties receiving written notice of such default from the Payee.

Upon an Event of Default, the outstanding principal amount of the Note shall accrue interest at a rate equal to fifteen percent (15.00%) (the “Default Rate”) due and payable on demand. The Maker shall immediately notify the Payee of the occurrence of any Event of Default.

12.Waiver. No failure on the part of the Payee to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege under this Note shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under this Note preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The remedies provided herein are cumulative and not exclusive of any other remedy given hereunder or any remedy existing at law or in equity or by statute or otherwise.

13.Notices. All notices and other communications in respect of this Note (including, without limitation, any modifications of, or requests, waivers or consents under, this Note) shall be given in writing and shall be deemed effectively given (a) upon personal delivery to the other party, (b) the next Business Day after deposit with a national overnight delivery service, postage prepaid, addressed as set forth below, as applicable; provided that the sending party receives confirmation of delivery from such delivery service or (c) three (3) Business Days after deposit with the United States Post Office, postage prepaid, addressed to enCore and the Maker at enCore Energy U.S. Corp., 101 N. Shoreline Blvd., Suite 450, Corpus Christi, Texas 78401, attention: Paul Goranson; or to the Payee at Energy Fuels Inc., 225 Union Blvd., Suite 600, Lakewood, Colorado 80228, attention: David Frydenlund, or at such other address as such party may designate by three (3) days’ advance written notice to the other party.

14.Amendments. This Note may not be amended, modified or supplemented except by an instrument in writing signed by the Maker and the Payee.

15.Successors; Assignments. This Note shall be binding upon and inure to the benefit of the Maker and the Payee and their respective successors and permitted assigns. Unless the Payee has consented in writing (which consent may be granted or denied in Payee’s sole discretion), the Maker shall not assign, transfer or delegate all or any portion of its rights or obligations under this Note. Unless enCore has

Exhibit 10.3

consented in writing (which consent shall not be withheld unreasonably), Payee shall not (i) assign, transfer or delegate all or a portion of its rights or obligations under this Note or (ii) cease to be wholly-owned by Energy Fuels Inc; provided, however, that in no event shall enCore’s consent be required to the extent an Event of Default has occurred and is then continuing. Without limiting the application of the immediately preceding sentence, and to the extent an Event of Default has not occurred and is not then continuing, Payee shall not assign, transfer or delegate all or a portion of its rights or obligations under this Note, unless prior to such assignment, transfer or delegation, such assignee, transferee or delegee has delivered a written instrument to the enCore Note Parties agreeing to be bound as a party to that certain letter agreement, dated the date hereof, between Maker and Payee. Any purported assignment, transfer or delegation in violation of this Section 15 will be null and void ab initio.

16.Governing Law; Submission to Jurisdiction; Venue. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE MAKER AND PAYEE HEREBY IRREVOCABLY SUBMITS ITSELF TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN HOUSTON, TEXAS AND AGREES AND CONSENTS THAT SERVICE OF PROCESS MAY BE MADE UPON IT IN ANY LEGAL PROCEEDING RELATING TO THIS NOTE BY ANY MEANS ALLOWED UNDER TEXAS OR FEDERAL LAW.

17.Severability. If any provision of this Note shall be held by any court of competent jurisdiction to be illegal, invalid, or unenforceable, such provision shall be construed and enforced as if it had been more narrowly drawn so as not to be illegal, invalid, or unenforceable, and such illegality, invalidity, or unenforceability shall have no effect upon and shall not impair the enforceability of any other provision of this Note.

18.Replacement of Note. Promptly following receipt by the Maker of (a) an affidavit of an authorized representative of the Payee stating the circumstances of the loss, theft, destruction or mutilation of this Note (and in the case of any such mutilation, on surrender and cancellation of such Note), and (b) if reasonably required by the Maker, an indemnity bond sufficient in the reasonable judgment of the Maker to protect the Maker from any loss that it may suffer if this Note is replaced, then the Maker, at the Payee’s expense, will promptly execute and deliver, in lieu thereof, a new Note of like tenor.

19.Obligations Joint and Several. All obligations of each Maker pursuant to this Note and the other Loan Documents shall be joint and several obligations of each Maker. Each reference to Maker or Makers herein and in the other Loan Documents shall be deemed to refer to each Maker individually and collectively and each obligation to be performed by Maker or Makers herein and in the other Loan Documents shall be performed by each Maker. Each Maker hereby irrevocably appoints each other Maker, individually, as its agent and attorney-in-fact for all purposes of the Loan Documents, including, without limitation, the giving and receiving of notices and other communications, the making of requests for advances, the making of all certifications and reports required pursuant to the Loan Documents. The action of any Maker and the requests, notices, reports and other materials submitted by any Maker shall bind each Maker. The establishment of the obligations evidenced hereby with Makers described herein as joint obligors is solely as an accommodation to the Makers, and Payee shall incur no liability to any Maker as a result thereof. Notwithstanding anything to the contrary herein, if any Fraudulent Transfer Law (as hereinafter defined) is determined by a court of competent jurisdiction to be applicable to the obligations of any Maker under this Note or any other Loan Document, such obligations shall be limited to a maximum aggregate amount equal to the largest amount that would not render such Maker’s, as the case may be, obligations under this Note subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any applicable provisions of comparable state law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such Maker, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Maker in respect of intercompany indebtedness, if any, to another Maker to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such

Exhibit 10.3

Maker under this Note pursuant to which the liability of such Maker under this Note is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, reimbursement, indemnification, or contribution of such Maker pursuant to applicable law or pursuant to the terms of any agreement.

20.enCore Obligations. Except as provided in this Note with respect to conversion of all or any portion of the principal amount hereof into Common Shares, and except as provided in the enCore Guaranty, enCore shall have no obligations or liability hereunder, in respect of payment or otherwise.

21.Rights and Remedies. All rights and remedies hereunder are cumulative and not exclusive of any rights or remedies otherwise provided by law. Any single or partial exercise of any right or remedy shall not preclude the further exercise thereof or the exercise of any other right or remedy.

22.Non-Recourse. No individual director, manager, member, general partner, affiliate, officer or employee of the Maker or enCore will have any personal liability for any obligations of the Maker or enCore under this Note.

23.Certain Defined Terms. As used herein, “Principal Market” means any national securities exchange or trading market (including, without limitation, the TSX Venture Exchange and the OTCQB market) that is the principal trading market where Common Shares are traded. “Trading Day” means a day on which the Principal Market is open for the transaction of business.

24.Waiver of Jury Trial; Other Waivers. EACH OF THE MAKER AND THE PAYEE, BY ITS ACCEPTANCE OF THE BENEFITS OF THIS NOTE, KNOWINGLY AND VOLUNTARILY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE. EACH OF THE MAKER AND THE PAYEE AGREES THAT NO CLAIM MAY BE MADE AGAINST THE OTHER PARTY FOR ANY LOST PROFITS OR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES IN RESPECT OF ANY BREACH OR WRONGFUL CONDUCT (OTHER THAN WILLFUL MISCONDUCT CONSTITUTING ACTUAL FRAUD) IN CONNECTION WITH, ARISING OUT OF OR IN ANY WAY RELATED TO THE NOTE; AND EACH OF THE MAKER AND THE PAYEE HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE UPON ANY SUCH CLAIM FOR ANY SUCH DAMAGES. THE MAKER AND THE PAYEE AGREE THAT THIS SECTION IS A SPECIFIC AND MATERIAL ASPECT OF THIS NOTE AND ACKNOWLEDGE THAT THE PAYEE WOULD NOT MAKE THE LOAN IN RESPECT OF WHICH THIS NOTE WAS INITIALLY ISSUED IF THIS SECTION WERE NOT PART OF THIS NOTE.

25.U.S. Securities Laws. If this Note is held by or for the account or benefit of a U.S. Person (as defined in Regulation S of the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”)), the Common Shares issuable upon conversion of this Note may be offered, sold, pledged or otherwise transferred only: (a) to an enCore Note Party, (b) pursuant to an effective registration statement under the

U.S. Securities Act, (c) in accordance with Rule 144 or Rule 144A under the U.S. Securities Act, if available, and in each case in compliance with applicable state securities laws, (d) in accordance with the provisions of Rule 904 of Regulation S under the U.S. Securities Act or (e) in a transaction that does not otherwise require registration under the U.S. Securities Act or any applicable state securities laws; provided, that if the Common Shares are being sold in accordance with Rule 904 of Regulation S under the U.S. Securities Act, the legend may be removed by providing a declaration to the registrar and transfer agent for the Common Shares, to the effect that the legend is no longer required under applicable requirements of the

U.S. Securities Act; provided further, that if the Common Shares are being sold pursuant to Rule 144 of the

U.S. Securities Act, if available, the legend may be removed by delivering to enCore and enCore’s transfer agent for the Common Shares an opinion of counsel in form and substance reasonably acceptable to enCore, to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act.

Exhibit 10.3

(Signature Pages to follow)

Exhibit 10.3

Maker:

ENCORE ENERGY U.S. CORP.

By:         Name: [●]

Title:    [●]

[EFR ALTA MESA LLC]4

By:         Name: [●]

Title:    [●]

LEONCITO PLANT, L.L.C.

By:         Name: [●]

Title:    [●]

LEONCITO RESTORATION, L.L.C.

By:         Name: [●]

Title:    [●]

LEONCITO PROJECT, L.L.C.

By:         Name: [●]

Title:    [●]

enCore:

ENCORE ENERGY CORP.

By:         Name: [●]

Title:    [●]

4 [NTD: Name to change at closing.]

Exhibit 10.3

Payee:

EFR WHITE CANYON CORP.

By:         Name: [●]

Title:    [●]

Exhibit 10.3

Exhibit A

Notice of Conversion

(To be executed by the Payee in order to convert principal of the Note)

[Date]

enCore Energy U.S. Corp.

101 N. Shoreline Blvd., Suite 450 Corpus Christi, TX 78401

Attention: Paul Goranson

Re:    Secured Convertible Promissory Note due [    ] [ ], [    ], jointly issued and made by enCore Energy US Corp., a Nevada corporation, [EFR Alta Mesa LLC], a Texas limited liability company, Leoncito Plant, L.L.C., a Texas limited liability company, Leoncito

Restoration, L.L.C., a Texas limited liability company, and Leoncito Project, L.L.C., a Texas limited liability company.

Please find enclosed the above referenced Secured Convertible Promissory Note (the “Note”). The undersigned hereby elects to convert [all / $[    ]] of the outstanding principal of the Note into Common Shares in accordance with the terms and conditions set forth in the Note. Please deliver such Common shares in accordance with the delivery instructions set forth below.

The undersigned hereby represents and warrants to enCore that as at the date hereof, the undersigned beneficially owns or has control or direction over, directly or indirectly, [    ] Common Shares, and agrees and acknowledges that that pursuant to the terms of the Note, the principal amount of the Note to be so converted may be reduced to the minimum extent necessary to avoid exceeding the Conversion Limit.

Capitalized terms used but not defined in this notice have the respective meanings given to such terms in the Note.

Delivery Instructions:

[select physical or electronic delivery as set forth below]

[The undersigned hereby requests that physical certificates representing such Common Shares be delivered to:

[insert name and address]]

[The undersigned hereby requests that such Common Shares be delivered by electronic transmission to its prime broker as follows:

[insert brokerage account information]]

[NAME]

By:      Name:      Title:

Exhibit 10.3

Schedule A

Permitted Debt

[to come]

Exhibit 10.3

Schedule B

Permitted Liens

[to come from enCore: other necessary permitted liens]

(a)Liens imposed by law for taxes and assessments or governmental charges or levies that are not yet due or are being contested in good faith;

(b)carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlord’s and other like Liens imposed by law, arising in the ordinary course of business and security obligations that are not overdue by more than thirty (30) days or are being contested in good faith;

(c)pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations;

(d)deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

(e)easements, zoning restrictions, use restrictions, rights of way and similar encumbrances or title defects, survey exceptions and similar Liens on real property imposed by law or arising in the ordinary course of business that do not secure any past due monetary obligations and that do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the enCore or any of its subsidiaries;

(f)rights reserved to or vested in any municipality or public authority by the terms of any right, power, franchise, grant, license or permit, or by any provision of law, to terminate such right, power, franchise, grant, license or permit or to purchase or recapture or to designate a purchaser of any of the property of such Person;

(g)any landlords’ Lien on fixtures or movable property located on premises leased by such Person in the ordinary course of business so long as the rent secured thereby is not in default, together with all proceeds thereof, including insurance proceeds;

(h)(i) Liens created by or resulting from any litigation or legal proceeding that is currently being contested in good faith by appropriate proceedings and (ii) Liens arising in connection with judgments, only to the extent, in each case, under clauses (i) and (ii) for an amount and for a period not resulting in an Event of Default with respect thereto;

(i)any interest or title of a lessor under any operating lease entered into by enCore or any of its subsidiaries in the ordinary course of business;

(j)Liens created in the ordinary course of business in favor of banks and other financial institutions over credit balances of any bank accounts, commodity trading accounts or other brokerage accounts held at such banks or financial institutions, as the case may be, in the ordinary course of business;

(k)Liens securing obligations under this Note or any of the other Loan Documents;

Exhibit 10.3

EXHIBIT 3

PLEDGE AGREEMENT

ATTACHED TO AND MADE A PART OF THAT CERTAIN MEMBERSHIP INTEREST PURCHASE AGREEMENT DATED NOVEMBER 13, 2022, BY AND AMONG EFR WHITE CANYON CORP., ENCORE ENERGY CORP., AND ENCORE ENERGY US CORP.

4872-6122-7569\18

Exhibit 10.3

FORM PLEDGE AGREEMENT

This PLEDGE AGREEMENT (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made and entered into as of [ ] , 2022 by ENCORE ENERGY US CORP., a Nevada corporation (the “Pledgor”), in favor of EFR WHITE CANYON CORP., a Delaware corporation (together with its successors and permitted assigns, “Secured Party” or “Lender”).

Recitals

A Pledgor, [EFR Alta Mesa LLC], a Texas limited liability company (“Alta Mesa”), Leoncito Plant, L.L.C., a Texas limited liability company (“Plant”), Leoncito Restoration, L.L.C., a Texas limited liability company (“Restoration”), and Leoncito Project, L.L.C., a Texas limited liability company (“Project” and, together with Pledgor, Alta Mesa, Plant, and Restoration, individually and collectively, as the context requires, the “Maker”), has delivered to Lender a Secured Promissory Note dated as of the date hereof (as the same may hereafter be amended, restated, or otherwise modified from time to time, the “Note”) pursuant to which Lender has agreed to extend to Maker certain credit accommodations consisting of a loan or loans in the stated principal amount of $60,000,000 (collectively, the “Loan”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Note.

B.Lender is willing to provide the Loan, but only upon the execution and delivery by Pledgor of this Agreement and the other Loan Documents.

C.This Agreement is given by the Pledgor in favor of Secured Party to secure the payment and performance of all of the Secured Obligations (as defined herein).

D.It is a condition to the obligations of Secured Party to make the Loan under the Note that the Pledgor execute and deliver this Agreement.

Agreement

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.Definitions.

(a)Unless otherwise specified herein, all references to Sections and Schedules herein are to Sections and Schedules of this Agreement.

(b)Unless otherwise defined herein, terms used herein that are defined in the UCC shall have the meanings assigned to them in the UCC. However, if a term is defined in Article 9 of the UCC differently than in another Article of the UCC, the term has the meaning specified in Article 9.

(c)For purposes of this Agreement, the following terms shall have the following meanings: “Collateral” has the meaning set forth in Section 2.

“Event of Default” means (i) any “Event of Default” as defined under the Note, or (ii) any breach by Pledgor of any warranty, representation, or covenant set forth herein.

Exhibit 10.3

“Pledged Equity” means 100% or all capital stock, shares, membership interests, units, voting interests, management rights and other beneficial interests or other equity ownership interests in Alt Mesa and owned by Pledgor from time to time, including any options or other rights entitling Pledgor to purchase or acquire any such equity interest.

“Proceeds” means “proceeds” as such term is defined in Section 9-102 of the UCC and, in any event, shall include, without limitation, all dividends or other income from the Pledged Equity, collections thereon or distributions with respect thereto.

“Secured Obligations” has the meaning set forth in Section 3.

“UCC” means the Uniform Commercial Code as the same may from time to time be in effect in the State of [Texas] (and each reference in this Agreement to an Article thereof shall refer to that Article as from time to time in effect, which shall include and refer to Article 9 of the UCC); provided, however, in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of Secured Party’s security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of [Texas], the term “UCC” shall mean the Uniform Commercial Code (including the Articles thereof) as in effect at such time in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of definitions related to such provisions.

2.Pledge. The Pledgor hereby pledges, assigns and grants to Secured Party, and hereby creates a continuing first priority lien and security interest in favor of Secured Party in and to all of its right, title and interest in and to the following, wherever located, whether now existing or hereafter from time to time arising or acquired (collectively, the “Collateral”):

(a)the Pledged Equity;

(b)all right, title and interest of Pledgor in, to and under the organizational documents of the issuer of the Pledged Equity or any other agreement or instrument relating to the Pledged Equity, including, without limitation, (i) all rights of the Pledgor to receive moneys or distributions with respect to the Pledged Equity due and to become due under or pursuant to such organizational documents, any other constituent document or otherwise, whether as contractual obligations or otherwise, (ii) all rights of Pledgor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Pledged Equity, (iii) all claims of Pledgor for damages arising out of or for breach of or default under the such organizational documents, (iv) any right of Pledgor to perform under such organizational documents and to compel performance and otherwise exercise all rights and remedies thereunder, and (v) all of the right, title and interest of Pledgor as a member to participate in the operation or management of the issuer of the Pledged Equity and all of Pledgor’s ownership interests under such organizational documents;

(c)all of Pledgor’s interest in any “securities,” “accounts,” “general intangibles,” “instruments” and “investment property” (in each case as defined in the UCC) constituting or relating to the foregoing; and

(d)all Proceeds and products of the foregoing, all books and records relating to the foregoing, all supporting obligations related thereto, and all accessions to, substitutions and replacements for, and profits and products of, each of the foregoing, and any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to the Pledgor from time to time with respect to any of the foregoing.

3.Secured Obligations. The Collateral secures the payment and performance of the obligations of the Maker from time to time under the Note, the obligations of the Pledgor from time to time

Exhibit 10.3

arising under this Agreement and the other Loan Documents to which Pledgor is a party, the obligations of any other party (other than Secured Party) from time to time arising under the Loan Documents, all other agreements, duties, indebtedness, obligations and liabilities of any kind of Maker and any other party (other than Secured Party) under, out of, or in connection with the other Loan Documents or any other document made, delivered or given in connection with any of the foregoing, in each case, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether allowed in any bankruptcy, insolvency, receivership or other similar proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several (all such obligations, liabilities, sums and expenses set forth in Section 3 being herein collectively called the “Secured Obligations”).

4.Perfection of Pledge.

(a)The Pledgor shall, from time to time, as may be required by Secured Party with respect to all Collateral, take all actions as may be requested by Secured Party to perfect the security interest of Secured Party in the Collateral, including, without limitation, with respect to all Collateral over which control may be obtained within the meaning of Section 8-106 of the UCC, the Pledgor shall take all actions as may be requested from time to time by Secured Party so that control of such Collateral is obtained and at all times held by Secured Party. All of the foregoing shall be at the sole cost and expense of the Pledgor.

(b)The Pledgor hereby irrevocably authorizes Secured Party at any time and from time to time to file in any relevant jurisdiction any financing statements and amendments thereto that contain the information required by Article 9 of the UCC of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Collateral. The Pledgor agrees to provide all information required by Secured Party pursuant to this Section promptly to Secured Party upon request.

5.Representations and Warranties. The Pledgor represents and warrants as follows:

(a)The Pledged Equity have been duly authorized and validly issued, and are fully paid and subject to no options to purchase or similar rights.

(b)At the time the Collateral becomes subject to the lien and security interest created by this Agreement, the Pledgor will be the sole, direct, legal and beneficial owner thereof, free and clear of any lien, security interest, encumbrance, claim, option or right of others except for the security interest created by this Agreement and any lien permitted under the Note.

(c)The pledge of the Collateral pursuant to this Agreement creates a valid and perfected first priority security interest in the Collateral, securing the payment and performance when due of the Secured Obligations.

(d)It has full power, authority and legal right to pledge the Collateral pursuant to this Agreement.

(e)Each of this Agreement and the other Loan Documents to which Pledgor is a party has been duly authorized, executed and delivered by the Pledgor and constitutes a legal, valid and binding obligation of the Pledgor enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to equitable principles (regardless of whether enforcement is sought in equity or at law).

Exhibit 10.3

(f)No authorization, approval, or other action by, and no notice to or filing with, any governmental authority, regulatory body or any other entity is required for the pledge by the Pledgor of the Collateral pursuant to this Agreement or for the execution and delivery by the Pledgor of this Agreement or the other Loan Documents to which Pledgor is a party or the performance by the Pledgor of its obligations thereunder.

(g)The execution and delivery of this Agreement and the other Loan Documents to which Pledgor is a party and the performance by the Pledgor of its obligations thereunder, will not violate any provision of any applicable law or regulation or any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, applicable to the Pledgor or any of its property, or Pledgor is party or by which its or its property is bound.

(h)Upon request by Secured Party, the Pledgor will take all action required on its part for control (as defined in Section 8-106 of the UCC) to have been obtained by Secured Party over all Collateral with respect to which such control may be obtained pursuant to the UCC. No person other than Secured Party may have control or possession of all or any part of the Collateral.

(i)Pledgor’s mailing address, and the location of its place of business (if it has only one) or its chief executive office (if it has more than one place of business), are disclosed in Exhibit A. Pledgor has no other places of business except those set forth in Exhibit A.

6.Dividends and Voting Rights.

(a)Secured Party agrees that unless an Event of Default shall have occurred and be continuing, the Pledgor may, to the extent the Pledgor has such right as a holder of the Pledged Equity, vote and give consents, ratifications and waivers with respect thereto, except to the extent that, any such vote, consent, ratification or waiver would result in any violation of any provision of the Note or this Agreement.

(b)Secured Party agrees that the Pledgor may, unless an Event of Default shall have occurred and be continuing, receive and retain all distributions with respect to the Pledged Equity.

(c)Notwithstanding any of the foregoing to the contrary, Pledgor shall not receive and retain any (i) dividends and interest paid or payable other than in cash in respect of Pledged Equity, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Equity, (ii) dividends and other distributions paid or payable in cash in respect of such Pledged Equity in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer or (iii) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, Pledged Equity and all rights to such distributions shall remain subject to the lien and security interest created by this Agreement. Any sums paid to Pledgor upon or in respect of the Pledged Equity upon the liquidation or dissolution of an issuer shall be paid over to Secured Party to be held by it hereunder as additional security for the Secured Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Equity or any property shall be distributed upon or with respect to the Pledged Equity pursuant to the recapitalization or reclassification of the capital of the issuer or pursuant to the reorganization thereof, the property so distributed shall be delivered to Secured Party to be held by it, subject to the terms hereof, as additional security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Equity shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to Secured Party, hold such money or property in trust for Secured Party, segregated from other funds of Pledgor, as additional security for the Secured Obligations.

Exhibit 10.3

7.Further Assurances.

(a)The Pledgor shall, at its own cost and expense, defend title to the Collateral and the first priority lien and security interest of Secured Party therein against the claim of any person claiming against or through the Pledgor and shall maintain and preserve such perfected first priority security interest for so long as this Agreement shall remain in effect.

(b)The Pledgor agrees that at any time and from time to time, at the expense of the Pledgor, the Pledgor will promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary, or that Secured Party may reasonably request, in order to perfect and protect any security interest granted hereby or to enable Secured Party to exercise and enforce its rights and remedies hereunder or under any other agreement with respect to any Collateral.

8.Transfers and Other Liens. The Pledgor agrees that it will not sell, offer to sell, dispose of, convey, assign or otherwise transfer, grant any option with respect to, restrict, or grant, create, permit or suffer to exist any mortgage, pledge, lien, security interest, option, right of first offer, encumbrance or other restriction or limitation of any nature whatsoever on, any of the Collateral or any interest therein except as expressly provided for herein or with the prior written consent of Secured Party.

9.Secured Party Appointed Attorney-in-Fact. The Pledgor hereby appoints Secured Party the Pledgor’s attorney-in-fact, with full authority in the place and stead of the Pledgor and in the name of the Pledgor or otherwise, from time to time during the continuance of an Event of Default in Secured Party’s discretion to take any action and to execute any instrument which Secured Party may deem necessary to accomplish the purposes of this Agreement, including, without limitation, to receive, endorse and collect all instruments made payable to the Pledgor representing any dividend, interest payment or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same (but Secured Party shall not be obligated to and shall have no liability to the Pledgor or any third party for failure to do so or take action). Such appointment, being coupled with an interest, shall be irrevocable. The Pledgor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof.

10.Secured Party May Perform. If the Pledgor fails to perform any obligation contained in this Agreement and a Default results therefrom and is continuing, Secured Party may itself perform, or cause performance of, such obligation, and the expenses of Secured Party incurred in connection therewith shall be payable by the Pledgor; provided that Secured Party shall not be required to perform or discharge any obligation of the Pledgor.

11.Reasonable Care. Secured Party shall have no duty with respect to the care and preservation of the Collateral beyond the exercise of reasonable care. Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which Secured Party accords its own property, it being understood that Secured Party shall not have any responsibility for (a) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not Secured Party has or is deemed to have knowledge of such matters, or (b) taking any necessary steps to preserve rights against any parties with respect to any Collateral. Nothing set forth in this Agreement, nor the exercise by Secured Party of any of the rights and remedies hereunder, shall relieve the Pledgor from the performance of any obligation on the Pledgor’s part to be performed or observed in respect of any of the Collateral.

12.Remedies Upon Default. If any Event of Default shall have occurred and be continuing:

Exhibit 10.3

(a)Secured Party may, without any other notice to or demand upon the Pledgor, assert all rights and remedies of a secured party under the UCC or other applicable law, including, without limitation, the right to take possession of, hold, collect, sell, lease, deliver, grant options to purchase or otherwise retain, liquidate or dispose of all or any portion of the Collateral. If notice prior to disposition of the Collateral or any portion thereof is necessary under applicable law, written notice mailed to the Pledgor at its notice address as provided in Section 16 hereof ten days prior to the date of such disposition shall constitute reasonable notice, but notice given in any other reasonable manner shall be sufficient. So long as the sale of the Collateral is made in a commercially reasonable manner, Secured Party may sell such Collateral on such terms and to such purchaser(s) as Secured Party in its absolute discretion may choose, without assuming any credit risk and without any obligation to advertise or give notice of any kind other than that necessary under applicable law. Without precluding any other methods of sale, the sale of the Collateral or any portion thereof shall have been made in a commercially reasonable manner if conducted in conformity with reasonable commercial practices of creditors disposing of similar property in compliance with the UCC and other applicable laws. At any sale of the Collateral, if permitted by applicable law, Secured Party may be the purchaser, licensee, assignee or recipient of the Collateral or any part thereof and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold, assigned or licensed at such sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price of the Collateral or any part thereof payable at such sale. To the extent permitted by applicable law, the Pledgor waives all claims, damages and demands it may acquire against Secured Party arising out of the exercise by Secured Party of any rights hereunder. The Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Secured Obligations or otherwise. At any such sale, unless prohibited by applicable law, Secured Party or any custodian may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither Secured Party nor any custodian shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing, nor shall it be under any obligation to take any action whatsoever with regard thereto.

(b)All rights of the Pledgor to (i) exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 6(a) hereof and (ii) receive the dividends and other distributions which it would otherwise be entitled to receive and retain pursuant to Section 6(b) hereof, shall immediately cease, and all such rights shall thereupon become vested in Secured Party, which shall have the sole right to receive and hold such dividends and other distributions as Collateral and to exercise such voting and other consensual rights as if it were the absolute owner thereof. In furtherance of the foregoing, Pledgor hereby agrees to irrevocably appoint Secured Party as its proxy, and to execute such additional documents as are necessary to effect the same, pursuant to the organizational documents of any issuer of the Collateral.

(c)Any cash held by Secured Party as Collateral and all cash Proceeds received by Secured Party in respect of any sale of, collection from, or other realization upon all or any part of the Collateral shall be applied in whole or in part by Secured Party to the payment of expenses incurred by Secured Party in connection with the foregoing or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of Secured Party hereunder, including reasonable attorneys’ fees, and the balance of such proceeds shall be applied or set off against all or any part of the Secured Obligations in such order as Secured Party shall elect. Any surplus of such cash or cash Proceeds held by Secured Party and remaining after payment in full of all the Secured Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplus. The Pledgor shall remain liable for any deficiency if such cash and the cash Proceeds of any sale or other realization of the Collateral are insufficient to pay the Secured Obligations and the fees and other charges of any attorneys employed by Secured Party to collect such deficiency.

Exhibit 10.3

(d)If Secured Party shall determine to exercise its rights to sell all or any of the Collateral pursuant to this Section, the Pledgor agrees that, upon request of Secured Party, the Pledgor will, at its own expense, do or cause to be done all such acts and things as may be necessary to make such sale of the Collateral or any part thereof valid and binding and in compliance with applicable law.

13.No Waiver and Cumulative Remedies. Secured Party shall not by any act (except by a written instrument pursuant to Section 15 hereof), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. All rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies provided by law.

14.Security Interest Absolute. The Pledgor hereby waives demand, notice, protest, notice of acceptance of this Agreement, notice of loans made, credit extended, Collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any description. All rights of Secured Party and liens and security interests hereunder, and all Secured Obligations of the Pledgor hereunder, shall be absolute and unconditional irrespective of:

(a)any illegality or lack of validity or enforceability of any Secured Obligation or any related agreement or instrument;

(b)any change in the time, place or manner of payment of, or in any other term of, the Secured Obligations, or any rescission, waiver, amendment or other modification of any of the Loan Documents or any other agreement, including any increase in the Secured Obligations resulting from any extension of additional credit or otherwise;

(c)any taking, exchange, substitution, release, impairment or non-perfection of any Collateral or any other collateral, or any taking, release, impairment, amendment, waiver or other modification of any guaranty, for all or any of the Secured Obligations;

(d)any manner of sale, disposition or application of proceeds of any Collateral or any other collateral or other assets to all or part of the Secured Obligations;

(e)any default, failure or delay, willful or otherwise, in the performance of the Secured Obligations;

(f)any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to, or be asserted by, the Pledgor against Secured Party; or

(g)any other circumstance (including, without limitation, any statute of limitations) or manner of administering the Loan or any existence of or reliance on any representation by Secured Party that might vary the risk of the Pledgor or otherwise operate as a defense available to, or a legal or equitable discharge of, the Pledgor or any other grantor, guarantor or surety.

15.Amendments. None of the terms or provisions of this Agreement may be amended, modified, supplemented, terminated or waived, and no consent to any departure by the Pledgor therefrom shall be effective unless the same shall be in writing and signed by Secured Party and the Pledgor, and then such amendment, modification, supplement, waiver or consent shall be effective only in the specific instance and for the specific purpose for which made or given.

Exhibit 10.3

16.Addresses For Notices. All notices and other communications provided for in this Agreement shall be in writing and shall be given in the manner and become effective as set forth in the Note, and addressed to the respective parties at their addresses as specified on the signature pages hereof or as to either party at such other address as shall be designated by such party in a written notice to each other party.

17.Continuing Security Interest; Further Actions. This Agreement shall create a continuing first priority lien and security interest in the Collateral and shall (a) subject to Section 18 hereof, remain in full force and effect until payment and performance in full of the Secured Obligations, (b) be binding upon the Pledgor, its successors and assigns, and (c) inure to the benefit of Secured Party and its successors, transferees and assigns; provided that the Pledgor may not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of Secured Party. Without limiting the generality of the foregoing clause (c), any assignee of Secured Party’s interest in any agreement or document which includes all or any of the Secured Obligations shall, upon assignment become vested with all the benefits granted to Secured Party herein with respect to such Secured Obligations.

18.Termination; Release. On the date on which all Loan and other Secured Obligations have been paid and performed in full, Secured Party will, at the request and sole expense of the Pledgor, (a) duly assign, transfer and deliver to or at the direction of the Pledgor (without recourse and without any representation or warranty) such of the Collateral as may then remain in the possession of Secured Party, together with any monies at the time held by Secured Party hereunder, and (b) execute and deliver to the Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement.

19.GOVERNING LAW. In all respects, including all matters of construction, validity and performance, this Security Agreement and the Secured Obligations arising hereunder shall be governed by, and construed and enforced in accordance with, the laws of the State of [Texas].

20.Counterparts. This Agreement and any amendments, waivers, consents or supplements hereto may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement. This Agreement and the other Loan Documents constitute the entire contract among the parties with respect to the subject matter hereof and supersede all previous agreements and understandings, oral or written, with respect thereto.

[The remainder of this page is intentionally left blank]

Exhibit 10.3

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

Pledgor:

ENCORE ENERGY US CORP.

By     Name:

Title:

Name:

Title:

Address for Notices:

Secured Party:

EFR WHITE CANYON CORP.

By     Name:

Title:

Name:

Title:

Address for Notices:

Acknowledged and Agreed to by:

[EFR ALTA MESA LLC]

By     Name:

Title:

PLEDGE AGREEMENT

Exhibit 10.3

Signature Page

Exhibit 10.3

EXHIBIT 4

FORM OF SECURITY AGREEMENT

ATTACHED TO AND MADE A PART OF THAT CERTAIN MEMBERSHIP INTEREST PURCHASE AGREEMENT DATED NOVEMBER 13, 2022, BY AND AMONG EFR WHITE CANYON CORP., ENCORE ENERGY CORP., AND ENCORE ENERGY US CORP.

Exhibit 10.3

FORM OF SECURITY AGREEMENT

This SECURITY AGREEMENT (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made and entered into as of [    ], 2022 by [EFR Alta Mesa LLC], a Texas limited liability company (“Alta Mesa”), Leoncito Plant, L.L.C., a Texas limited liability company (“Plant”), Leoncito Restoration, L.L.C., a Texas limited liability company (“Restoration”), and Leoncito Project, L.L.C., a Texas limited liability company (“Project” and, together with Alta Mesa, Plant, and Restoration, individually and collectively, as the context requires, the “Grantor”), in favor of EFR WHITE CANYON CORP., a Delaware corporation (together with its successors and permitted assigns, “Secured Party” or “Lender”).

RECITALS

A.Grantor, together with ENCORE ENERGY US CORP., a Nevada corporation (“Acquireco” and, together with Grantor, “Maker”), has delivered to Lender a Secured Promissory Note dated as of the date hereof (as the same may hereafter be amended, restated, or otherwise modified from time to time, the “Note”) pursuant to which Lender has agreed to extend to Maker certain credit accommodations consisting of a loan or loans in the stated principal amount of $60,000,000 (collectively, the “Loan”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Note.

B.This Agreement is given by the Grantor in favor of Secured Party to secure the payment and performance of all of the Secured Obligations (as defined herein).

C.It is a condition to the obligations of Secured Party to make the Loan under the Note that the Grantor execute and deliver this Agreement.

Agreement

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.Defined Terms. When used in this Agreement the following terms shall have the following meanings (such meanings being equally applicable to both the singular and plural forms of the terms defined):

“Article 9” means Article 9 of the UCC.

“Collateral” has the meaning assigned to such term in Section 2 hereof.

“Contracts” means all contracts (including any customer, vendor, supplier, service or maintenance contract), leases, licenses, undertakings, purchase orders, permits, franchise agreements or other agreements (other than any right evidenced by Chattel Paper, Documents or Instruments), whether in written or electronic form, in or under which Grantor now holds or hereafter acquires any right, title or interest, including, without limitation, with respect to an Account, any agreement relating to the terms of payment or the terms of performance thereof.

“Debt” means all present and future indebtedness of Grantor which may be, from time to time, directly or indirectly incurred by it including, but not limited to, any negotiable instruments evidencing the same, and all guaranties, debts, demands, monies, indebtedness, liabilities, and obligations owed or to become owing, including interest, principal, costs, and other charges, and all claims, rights, causes of action, judgments,

Exhibit 10.3

decrees, remedies, security interests, or other obligations of any kind whatsoever and howsoever arising, whether voluntary, involuntary, absolute, contingent, or by operation of law.

“Event of Default” means (i) any “Event of Default” as defined under the Note, or (ii) any breach by Grantor of any warranty, representation, or covenant set forth herein.

“Excluded Property” has the meaning assigned to such term in Section 2 hereof. “Indemnitee” shall have the meaning assigned to such term in Section 7.5 hereof.

“Lien” means any mortgage, lien, deed of trust, charge, pledge, security interest or other encumbrance.

“Permitted Lien” means: (a) Liens for taxes, fees, assessments or other governmental charges or levies, either not delinquent or being contested in good faith by appropriate proceedings, provided the same have no priority over any of Secured Party’s security interests; (b) Liens in favor of Secured Party; and (c) other Liens approved by Lender in writing.

“Secured Obligations” means, collectively, (i) the obligations of Grantor from time to time arising under this Agreement and the other Loan Documents to which it is a party, (ii) the obligations of any other party (other than Secured Party) from time to time arising under the Loan Documents, and (iii) all other agreements, duties, indebtedness, obligations and liabilities of any kind of Grantor and any other party (other than Secured Party) under, out of, or in connection with the other Loan Documents or any other document made, delivered or given in connection with any of the foregoing, in each case, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether allowed in any bankruptcy, insolvency, receivership or other similar proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, joint or several or fixed or otherwise and including fees, costs, attorneys’ fees and disbursements, reimbursement obligations, expenses and indemnities (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding).

“UCC” means the Uniform Commercial Code as the same may from time to time be in effect in the State of [Texas] (and each reference in this Agreement to an Article thereof shall refer to that Article as from time to time in effect, which shall include and refer to Article 9); provided, however, in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of Secured Party’s security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of [Texas], the term “UCC” shall mean the Uniform Commercial Code (including the Articles thereof) as in effect at such time in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of definitions related to such provisions.

In addition, unless otherwise defined herein, capitalized terms used in this Agreement that are defined in the UCC shall have the meanings assigned to them in the UCC. However, if a term is defined in Article 9 of the UCC differently than in another Article of the UCC, the term has the meaning specified in Article 9.

2.Grant of Security Interest. As collateral security for the full, prompt, complete and final payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all the Secured Obligations and in order to induce Secured Party to make the Loan, Grantor hereby assigns, conveys, mortgages, pledges, hypothecates and transfers to Secured Party, and hereby grants to Secured

Exhibit 10.3

Party, a security interest in all of Grantor’s right, title and interest in, to and under the following, whether now owned or hereafter acquired, (all of which being collectively referred as the “Collateral”):

(a)all Accounts;

(b)all Equipment, Goods, Inventory and Fixtures;

(c)all Documents, Instruments and Chattel Paper;

(d)all Letters of Credit and Letter-of-Credit Rights;

(e)all Investment Property;

(f)all Contracts, intellectual property and other General Intangibles, including all copyrights, trademarks, service marks, trade names and patents;

(g)all money and all deposit accounts;

(h)all books and records relating to the Collateral; and

(i)to the extent not covered by clauses (a) through (h) of this sentence, all other assets, personal property and rights of Grantor, whether tangible or intangible, all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, and any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to Grantor from time to time with respect to any of the foregoing.

Notwithstanding the foregoing provisions of this Section 2 hereof, the grant, assignment and transfer of a security interest as provided herein shall not extend to, and the term “Collateral” shall not include any (the following collectively referred to herein as “Excluded Property”): (i) permit or license or any contractual obligation entered into by Grantor (A) that prohibits or requires the consent of any person/entity other than Grantor which has not been obtained as a condition to the creation by Grantor of a Lien on any right, title or interest in such permit, license or contractual obligation or (B) to the extent that any applicable state or federal law prohibits the creation of a Lien thereon, but only, with respect to the prohibition in (A) and (B), to the extent, and for as long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the UCC or any other applicable law; and (ii) any “intent to use” trademark applications for which a statement of use has not been filed (but only until such statement is filed) to the extent that the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application or the resulting trademark registration under applicable United States federal law; provided, however, “Excluded Property” shall not include any proceeds, products, substitutions or replacements of Excluded Property (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Property).

Grantor hereby irrevocably authorizes Secured Party at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the UCC of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Collateral, including (i) whether Grantor is an organization, the type of organization and any organizational identification number issued to Grantor, and

(ii) any financing or continuation statements or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by Grantor hereunder, without the signature of Grantor where permitted by law, including the filing of a financing statement describing the Collateral as “all assets now owned or hereafter acquired by the Grantor or in which the Grantor otherwise has rights”.

Exhibit 10.3

Grantor agrees to provide all information described in the immediately preceding sentence to Secured Party promptly upon request by Secured Party. Grantor hereby further authorizes Secured Party to file with the United States Patent and Trademark Office and the United States Copyright Office (and any successor office and any similar office in any United States state or other country) this Agreement, an Intellectual Property Security Agreement, and other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by Grantor hereunder, without the signature of Grantor where permitted by law, and naming Grantor as debtor, and Secured Party as secured party.

3.Representations and Warranties. Grantor hereby represents and warrants to Secured Party that:

(a)Except for the security interest granted to Secured Party under this Agreement and Permitted Liens, Grantor is the sole legal and equitable owner or, has the power to transfer each item of the Collateral in which it grants a security interest hereunder, having good and marketable title thereto or the power to transfer, free and clear of any and all Liens except for Permitted Liens.

(b)No effective security agreement, financing statement, equivalent security or other Lien instrument or continuation statement covering all or any part of the Collateral exists, except for Permitted Liens.

(c)This Agreement creates a legal and valid security interest on and in all of the Collateral and all filings and other actions necessary or desirable to perfect and protect such security interest have been duly taken. Accordingly, Secured Party has a fully perfected first priority security interest in all of the Collateral subject only to Permitted Liens. This Agreement will create a legal and valid and fully perfected first priority security interest in the Collateral in which Grantor later acquires rights, when Grantor acquires those rights subject only to Permitted Liens.

(d)Grantor shall take such further actions, and execute and/or deliver to the Secured Party such additional financing statements, amendments, assignments, agreements, supplements, powers and instruments, as Secured Party may in its reasonable judgment deem necessary or appropriate in order to perfect, preserve and protect the security interest in the Collateral as provided herein and the rights and interests granted to Secured Party hereunder, and enable Secured Party to exercise and enforce its rights, powers and remedies hereunder with respect to any Collateral, including the filing of any financing statements, continuation statements and other documents under the UCC (or other similar laws) in effect in any jurisdiction with respect to the security interest created hereby, the filing of a Intellectual Property Security Agreement with the United States Patent and Trademark Office and the United States Copyright Office, all in form reasonably satisfactory to Secured Party in such offices wherever required by law to perfect, continue and maintain a valid, enforceable, first priority security interest in the Collateral as provided herein and to preserve the other rights and interests granted to Secured Party hereunder, as against third parties, with respect to the Collateral. Without limiting the generality of the foregoing, but subject to applicable law, Grantor shall make, execute, endorse, acknowledge, file or refile and/or deliver to Secured Party from time to time upon reasonable request by Secured Party such lists, schedules, descriptions and designations of the Collateral, statements, copies of warehouse receipts, bills of lading, documents of title, vouchers, invoices, schedules, confirmatory assignments, supplements, additional security agreements, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments as Secured Party shall reasonably request. If an Event of Default has occurred, Secured Party may institute and maintain, in its own name or in the name of Grantor, such suits and proceedings as Secured Party may deem or be advised by counsel to be necessary or expedient to prevent any impairment of the security interest in or the perfection thereof in the Collateral. All of the foregoing shall be at the sole cost and expense of Grantor.

Exhibit 10.3

(e)Grantor (i) is duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its formation, (ii) is duly qualified as a foreign corporation or other organization and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (iii) is in compliance with all applicable laws.

(f)Grantor has the power and authority, and the legal right, to own or lease and operate its property, and to carry on the business as now conducted and as proposed to be conducted, and to execute, deliver and perform the Loan Documents. Grantor has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents. No consent or authorization of, filing with, notice to or other act by, or in respect of, any governmental authority or any other person/entity is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents. Each of the Loan Documents has been duly executed and delivered by Grantor.

(g)This Agreement constitutes, and each of the other Loan Documents when delivered hereunder will constitute, a legal, valid and binding obligation of Grantor, enforceable against Grantor in accordance with its terms.

(h)On the date hereof, Grantor’s type of organization, jurisdiction of organization, legal name, Federal Taxpayer Identification Number, organizational identification number (if any) and chief executive office or principal place of business are reflected on Exhibit A hereto.

4.Covenants. Grantor covenants and agrees with Secured Party that from and after the date of this Agreement and until the Secured Obligations have been performed and paid in full:

4.1Disposition of Collateral. Grantor shall not sell, lease, transfer or otherwise dispose of any of the Collateral, or attempt or contract to do so, other than the sale of Inventory and the disposal of worn-out or obsolete Equipment, all in the ordinary course of Grantor’s business, without the prior written consent of the Secured Party.

4.2Insurance. Grantor shall maintain insurance policies insuring the Collateral against loss or damage from such risks and in such amounts and forms and with such companies as are customarily maintained by businesses similar to Grantor. In the event that the proceeds of any insurance claim are paid to Grantor after during the existence of an Event of Default, such proceeds shall be held in trust for the benefit of Secured Party and immediately after receipt thereof shall be paid to Secured Party for application against the Secured Obligations in the order as Secured Party determines in its sole discretion.

4.3Taxes, Assessments, Etc. Grantor shall pay promptly when due all property and other taxes, assessments and government charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against the Collateral, except to the extent the validity thereof is being contested in good faith and adequate reserves are being maintained in connection therewith.

4.4Maintenance of Collateral and Records. Grantor shall, at its own cost and expense, defend title to the Collateral and Secured Party’s first priority security interest and Lien with respect thereto against all claims and demands of all persons/entities at any time claiming any interest therein adverse to Secured Party other than Permitted Liens. Except as expressly permitted by this Agreement or the other Loan Documents, there is no agreement, order, judgment or decree, and Grantor shall not enter into any agreement or take any other action, that could reasonably be expected to restrict the transferability of any of the Collateral or otherwise impair or conflict with Grantors’ obligations or the

Exhibit 10.3

rights of the Secured Party hereunder without the prior written consent of the Secured Party. Grantor shall keep and maintain at its own cost and expense satisfactory and complete records of the Collateral.

Exhibit 10.3

4.5Liens; Financing Statements. Grantor shall not (a) create or permit to exist and Liens on the Collateral, other than the Permitted Liens or (b) execute, authorize or permit to be filed in any recording office any financing statement or other instrument similar in effect covering all or any part of the Collateral or listing such Grantor as debtor with respect to all or any part of the Collateral, except financing statements and other instruments filed in respect of Permitted Liens or such instruments filed with the prior written consent of the Secured Party.

4.6Changes in Name, Jurisdiction of Organization, Etc. Grantor shall not, except upon not less than 30 days’ prior written notice, or such lesser notice period agreed to by Secured Party, to Secured Party, and delivery to Secured Party of all additional financing statements, information and other documents reasonably requested by Secured Party to maintain the validity, perfection and priority of the security interests provided for herein:

(i)change its legal name, identity, type of organization or corporate structure; provided, however, that Secured Party is deemed to have proper notice under this Section 4.6 of the legal name change of Alta Mesa to [•]1 to occur after the date hereof;

(ii)change the location of its chief executive office or its principal place of business;

(iii)change its Federal Taxpayer Identification Number or organizational identification number (if any); or

(iv)change its jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, organizing, dissolving, liquidating, reincorporating or incorporating in any other jurisdiction).

4.7Compliance with Law; Inspection of Collateral. Grantor shall comply with all material requirements of law applicable to the Collateral. Grantor has at all times operated, and shall continue to operate, its business in compliance with all material and applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances. Grantor shall keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon. Grantor shall permit Secured Party, or its designee, to inspect the Collateral at any reasonable time during normal business hours, wherever located upon at least two (2) days prior written notice; provided in no event shall Secured Party inspect the collateral more than one (1) time in any calendar year unless an Event of Default has occurred and is continuing.

5.Rights and Remedies Upon Default.

(a)Upon any Event of Default while such Event of Default is continuing, Secured Party may exercise in addition to all other rights and remedies granted to it under this Agreement and any other of the Loan Documents and under any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC including without limitation:

(i)requiring Grantor to, and Grantor hereby agrees that it will at its expense and upon request of Secured Party immediately, assemble the Collateral or any part thereof, as directed by Secured Party and make it available to Secured Party at a place and time to be designated by Secured Party;

1 Name to be inserted at Closing.

Exhibit 10.3

(ii)without notice except as specified below, selling, reselling, assigning and delivering or granting a license to use or otherwise disposing of the Collateral or any part thereof, in one or more parcels at public or private sale, at any of Secured Party’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Secured Party may deem commercially reasonable;

(iii)occupying any premises owned or leased by Grantor where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to Grantor in respect of such occupation; and

(iv)exercising any and all rights and remedies of Grantor under or in connection with the Collateral, or otherwise in respect of the Collateral, including without limitation, (A) any and all rights of Grantor to demand or otherwise require payment of any amount under, or performance of any provision of, the Contracts and the other Collateral, (B) withdraw, or cause or direct the withdrawal, of all funds with respect to the deposit accounts, (C) exercise all other rights and remedies with respect to the Contracts and the other Collateral.

Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. At any sale of the Collateral, if permitted by applicable law, Secured Party may be the purchaser, licensee, assignee or recipient of the Collateral or any part thereof and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold, assigned or licensed at such sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price of the Collateral or any part thereof payable at such sale. To the extent permitted by applicable law, Grantor waives all claims, damages and demands it may acquire against Secured Party arising out of the exercise by it of any rights hereunder. Grantor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Secured Obligations or otherwise. Secured Party shall not be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall it be under any obligation to take any action with regard thereto. Secured Party shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefore, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

(b)The Proceeds of any sale, disposition or other realization upon all or any part of the Collateral shall be distributed by Secured Party in the following order of priorities:

FIRST, to Secured Party in an amount sufficient to pay in full the reasonable costs of Secured Party in connection with such sale, disposition or other realization, including all reasonable fees, costs, expenses, liabilities and advances incurred or made by Secured Party in connection therewith, including, without limitation, reasonable attorneys’ fees;

SECOND, to Secured Party in an amount equal to the then unpaid Secured Obligations; and

Exhibit 10.3

FINALLY, upon payment in full of the Secured Obligations, to Grantor or its representatives, in accordance with the UCC or as a court of competent jurisdiction may direct.

6.Reinstatement. This Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against Grantor for liquidation or reorganization, should Grantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of Grantor’s property and assets, and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Secured Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Secured Obligations, whether as a “voidable preference,” “fraudulent conveyance,” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Secured Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

7.Miscellaneous.

7.1No Waiver; Cumulative Remedies; Power of Attorney. Secured Party shall not by any act, delay, omission or otherwise be deemed to have waived any of its rights or remedies hereunder, nor shall any single or partial exercise of any right or remedy hereunder on any one occasion preclude the further exercise thereof or the exercise of any other right or remedy. The rights and remedies hereunder provided are cumulative and may be exercised singly or concurrently, and are not exclusive of any rights and remedies provided by law. None of the terms or provisions of this Agreement may be waived, altered, modified or amended except by an instrument in writing, duly executed by Grantor and Secured Party. Grantor hereby appoints Secured Party as its attorney-in-fact, with full power and authority in the place and stead of Grantor and in the name of Grantor, or otherwise, from time to time during the existence of an Event of Default in Secured Party’s discretion to take any action and to execute any instrument consistent with the terms of this Agreement and the other Loan Documents which Secured Party may deem necessary or advisable to accomplish the purposes hereof (but Secured Party shall not be obligated to and shall have no liability to Grantor or any third party for failure to so do or take action). Secured Party shall use commercially reasonable efforts to provide notice to Grantor prior to taking any action taken in the preceding sentence, provided that failure to deliver such notice shall not limit Secured Party’s right to take such action or the validity of any such action. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

7.2Termination of this Agreement. This Agreement shall terminate upon the payment and performance in full of the Secured Obligations. Upon termination of the Security Agreement in accordance with the preceding sentence, at the request and cost of Grantor, the Secured Party shall file a termination of any financing statements with appropriate regulatory agencies.

7.3Successor and Assigns. This Agreement and all obligations of Grantor hereunder shall be binding upon the successors and assigns of Grantor, and shall, together with the rights and remedies of Secured Party hereunder, inure to the benefit of Secured Party, any future holder of any of the indebtedness and their respective successors and assigns; provided that, Grantor shall not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of Secured Party and any attempted assignment or transfer without such consent shall be null and void. No sales of participations, other sales, assignments, transfers or other dispositions of any agreement governing or instrument evidencing the Secured Obligations or any portion thereof or interest therein shall in any manner affect the Lien granted to Secured Party hereunder.

Exhibit 10.3

7.4Modifications. None of the terms or provisions of this Agreement may be amended, modified, supplemented, terminated or waived, and no consent to any departure by Grantor therefrom shall be effective, except by a written consent by Secured Party. Any amendment, modification or supplement of any provision hereof, any waiver of any provision hereof and any consent to any departure by Grantor from the terms of any provision hereof in each case shall be effective only in the specific instance and for the specific purpose for which made or given.

7.5Indemnifications; Waiver; Expenses. Grantor shall indemnify and hold harmless Secured Party and each of Secured Party’s officers, managers, directors, members and agents (each such person together with Secured Party being called an “Indemnitee”) from any losses, damages, liabilities, claims and related expenses (including the fees and expenses of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any person/entity arising out of, in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement) or any failure of any Secured Obligations to be the legal, valid, and binding obligations of Grantor enforceable against Grantor in accordance with their terms, whether brought by a third party or by Grantor, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. To the fullest extent permitted by applicable law, Grantor hereby agrees not to assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other of the Loan Documents or any agreement or instrument contemplated hereby or the transactions contemplated hereby or thereby. No Indemnitee shall be liable for any damages arising from the use of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby by unintended recipients. Grantor agrees to pay or reimburse Secured Party for all its costs and expenses incurred in collecting against Grantor its Secured Obligations or otherwise enforcing or preserving any rights under this Agreement and the other of the Loan Documents, including the fees and other charges of counsel.

7.6Notices. All notices and other communications provided for in this Agreement shall be in writing and shall be given in the manner and become effective as set forth in the Note, and addressed to the respective parties at their addresses as specified on the signature pages hereof or as to either party at such other address as shall be designated by such party in a written notice to each other party.

7.7Severability of Provisions. Any provision hereof which is invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without invalidating the remaining provisions hereof or affecting the validity, legality or enforceability of such provision in any other jurisdiction.

7.8Counterparts; Integration; Effectiveness. This Agreement and any amendments, waivers, consents or supplements hereto may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all taken together shall constitute a single contract. This Agreement and the Loan Documents constitute the entire contract among the parties with respect to the subject matter hereof and supersede all previous agreements and understandings, oral or written, with respect thereto. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement.

Exhibit 10.3

7.9Governing Law. In all respects, including all matters of construction, validity and performance, this Agreement and the Secured Obligations arising hereunder shall be governed by, and construed and enforced in accordance with, the laws of the State of [Texas].

[The remainder of this page is intentionally left blank]

Exhibit 10.3

In Witness Whereof, each of the parties hereto has caused this Agreement to be executed and delivered by its duly authorized officer on the date first set forth above.

GRANTOR:    [EFR ALTA MESA LLC]

By     Name:

Title:

LEONCITO PLANT, L.L.C.

By     Name:

Title:

LEONCITO RESTORATION, L.L.C.

By     Name:

Title:

LEONCITO PROJECT, L.L.C.

By     Name:

Title:

Exhibit 10.3

Secured Party:

EFR WHITE CANYON CORP.

By     Name:

Title:

SECURITY AGREEMENT

Signature Page

Exhibit 10.3

EXHIBIT 5

FORM OF FEE DEED OF TRUST

ATTACHED TO AND MADE A PART OF THAT CERTAIN MEMBERSHIP INTEREST PURCHASE AGREEMENT DATED NOVEMBER 13, 2022, BY AND AMONG EFR WHITE CANYON CORP., ENCORE ENERGY CORP., AND ENCORE ENERGY US CORP.

Exhibit 10.3

RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO:

Dorsey & Whitney LLP

200 Crescent Court, Suite 1600

Dallas, TX 75201 Attention: Steven Smith

A.P.N.

SPACE ABOVE THIS LINE RESERVED FOR RECORDER’S USE

LEONCITO PLANT, L.L.C.,

as trustor (Trustor) to

STEVEN R. SMITH,

as trustee (Trustee) for the benefit of

EFR WHITE CANYON CORP., as beneficiary (Beneficiary)

DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT, FINANCING STATEMENT, AND FIXTURE FILING

Dated:    As of              , 2022 Location:

Exhibit 10.3

County:    Brooks County

Exhibit 10.3

DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT, FINANCING STATEMENT, AND FIXTURE FILING

This Deed of Trust, Assignment of Leases and Rents, Security Agreement, Financing Statement, and Fixture Filing (as amended, restated, supplemented, renewed, extended, or otherwise modified from time to time, this “Deed of Trust”), dated as of      , 2022, is made by Leoncito Plant L.L.C., a Texas limited liability company, having an address at c/o encore Energy Corp., 101 N. Shoreline, Corpus Christi, Texas 78401 (the “Grantor”) in favor of Steven R. Smith, an individual, c/o Dorsey & Whitney LLP, 200 Crescent Court, Suite 1600, Dallas, Texas 75201, (together with all substitute and successor trustee(s) under this Deed of Trust, the “Trustee”), for the benefit of EFR WHITE CANYON CORP., a Delaware corporation, having an address at c/o Energy Fuels Inc., 225 Union Blvd., Suite 600, Lakewood, Colorado 80228, Attn: David Frydenlund, (together with its successors and assigns, “Beneficiary”).

RECITALS

A.On      , 2022, [Grantor; Encore Energy US Corp., a Nevada corporation; [EFR Alta Mesa, LLC], a Texas limited liability company; Leoncito Restoration, L.L.C, a Texas limited liability company; and Leoncito Project, L.L.C. a Texas limited liability company (collectively the “Borrowers”)] executed that certain Secured Convertible Promissory Note made payable to Beneficiary in the amount of $60,000,000 (as amended, restated, supplemented, renewed, extended, or otherwise modified from time to time, the “Note”);

B.It is a condition of the obligation of the Beneficiary to extend credit to the Borrower under the Note and the other Loan Documents (defined below) that Grantor execute and deliver this Deed of Trust for the benefit of Beneficiary;

C.Grantor will receive substantial benefit from the execution, delivery, and performance of the Note and the other Loan Documents and is, therefore, willing to grant this Deed of Trust; and

D.Grantor is the owner of certain fee surface and mineral interests in the Land (defined below) and Improvements (defined below).

AGREEMENT

NOW THEREFORE, in consideration of the recitals and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, and in order to secure the due and punctual payment and performance of all of the Secured Obligations (defined below) as and when the same become due and payable, Grantor represents, warrants, covenants, and agrees for the benefit of Beneficiary as follows:

ARTICLE I DEFINITIONS

For purposes of this Deed of Trust, the following terms have the following meanings. Capitalized terms used in this Deed of Trust without definition have the meanings ascribed to such terms in the Note.

Exhibit 10.3

“Assignment Exercise Notice” has the meaning set forth in Section 3.02. “Beneficiary” has the meaning set forth in the introductory paragraph. “Borrower” has the meaning set forth in the Recitals.

“Compliance Notice” has the meaning set forth in Section 6.10. “Debtor” has meaning set forth in Section 4.02.

“Deed of Trust” has the meaning set forth in the introductory paragraph. “Event of Default” has the meaning set forth in the Note.

“Excluded Property” has the meaning set forth in the Security Agreement. “Fixtures and Equipment” has the meaning set forth in Section 2.01(b). “Grantor” have the meaning set forth in the introductory paragraph.

“Guaranty Agreement” means that certain Guaranty Agreement dated as of the date hereof by enCore Energy Corp., a British Columbia corporation, in favor of Beneficiary, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

“Improvements” has the meaning set forth in Section 2.01(b). “Land” has the meaning set forth in Section 2.01(a).

“Leases” has the meaning set forth in Section 2.01(e). “License” has the meaning set forth in Section 3.02.

“Loan Documents” means, collectively, this Deed of Trust, the Note, the Security Agreement, the Pledge Agreement, the Guaranty Agreement, any other mortgages and/or deeds of trusts executed by any Obligor and all other instruments and documents at any time executed by a Grantor or any Obligor relating to, evidencing, or setting out any of the terms of or security for the Secured Obligations, and the term.

“Loan Document” means any of the Loan Documents, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

“Nonpecuniary Obligations” has the meaning set forth in Section 2.02. “Note” has the meaning set forth in the Recitals.

“Obligors” means collectively the Grantor, the other Borrowers and enCore Energy Corp., a British Columbia corporation, together with their respective successors and assigns and each an “Obligor”.

“Permitted Exceptions” means those matters set forth on Exhibit A attached hereto and incorporated herein by this reference.

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Exhibit 10.3

– 4 –

Exhibit 10.3

“Personal Property” has the meaning set forth in Section 4.01.

“Pledge Agreement” means that certain Pledge Agreement dated as of the date hereof by and between enCore Energy US Corp., a Nevada corporation, as pledger, and Beneficiary, as Secured Party, granting a security interest in the Collateral (as defined therein) to Beneficiary, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

“Property Agreements” has the meaning set forth in Section 2.01(f). “Receiver” has the meaning set forth in Section 6.02.

“Release” has the meaning set forth in Section 7.16. “Rents” has the meaning set forth in Section 2.01(d).

“Secured Indebtedness” has the meaning set forth in Section 2.02. “Secured Party” has the meaning set forth in Section 4.02. “Secured Obligations” has the meaning set forth in Section 2.02. “Secured Property” has the meaning set forth in Section 2.01.

“Security Agreement” means that certain Security Agreement dated as of the date hereof by and among Obligors (other than enCore Energy US Corp., a Nevada corporation), as grantor, and Beneficiary, as secured party, granting a security interest in the Collateral (as defined therein) to Beneficiary, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

“Trustee” has the meaning set forth in the introductory paragraph. “UCC” has the meaning set forth in Section 2.01(b).

ARTICLE II

GRANT AND SECURED OBLIGATIONS

Section 2.01 Grant. In order to secure the due and punctual payment and performance of all of the Secured Obligations (defined below) as and when the same become due and payable or performable, whether at the stated due date, at the maturity date, by acceleration, or otherwise, Grantor does hereby grant, bargain, sell, assign, transfer, and convey, unto Trustee, its successors, and assigns, with a power of sale and right of entry and possession as provided below, the following described property now owned or held or hereafter acquired from time to time by Grantor, its successors, or assigns (collectively, the “Secured Property”); provided, however, that in no event shall the Secured Property include any Excluded Property:

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Exhibit 10.3

(a)All those certain tracts or parcels of land in Brooks County, Texas, and being more particularly described in Exhibit A attached hereto and incorporated herein by this reference (the “Land”) and all minerals, oil, gas, and other hydrocarbon substances, sand, gravel, and

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Exhibit 10.3

other materials that may be mined, produced, or extracted in, on, or under the surface of the Land (to the extent owned by Grantor), as well as all development rights, air rights, water, water rights, water stock, utility reservations, sanitary sewer, and other utility capacities relating to the Land;

(b)All buildings, structures, and other improvements of every kind and nature whatsoever now or hereafter situated on the Land (collectively, the “Improvements”), all apparatus, equipment, fittings, fixtures, machinery, materials, supplies, and other items of personal property now owned or hereafter acquired by Grantor and now or hereafter affixed or attached to, installed in, or used in connection with the operation or maintenance of the Land or Improvements, including any fixtures as defined in the Uniform Commercial Code in effect in Texas and/or the jurisdiction where Grantor is located or organized (the “UCC”), and any appliances, storm doors and windows, lighting, plumbing, pipes, pumps, tanks, conduits, sprinkler and other fire prevention or suppression, refrigeration, incineration, escalator, elevator, loading, security, water, steam, gas, electrical, telephone, cable, internet, switchboards, storm and sanitary sewer, drainage, HVAC, boilers, waste removal, or other utility equipment or systems (collectively, the “Fixtures and Equipment”) and building, construction, development, and landscaping supplies and materials now or hereafter affixed to or located on or about the Land or the Improvements and all replacements, substitutions, and additions to the foregoing;

(c)All easements, rights-of-way, strips and gores of land, streets, ways, alleys, passages, sewer rights, utility reservations and capacity rights, waters, water courses, water rights and powers, estates, rights, titles, interests, minerals, royalties, privileges, liberties, tenements, hereditaments, and appurtenances whatsoever, in any way now or hereafter belonging, relating, or appertaining to the Land or the Improvements, or any part thereof and the reversions, remainders, rents, issues, and profits thereof, and all right to receive excess payments in any tax sale of the Land and the Improvements;

(d)Any and all rents, revenues, issues, profits, royalties, income, cash proceeds, security deposits, accounts, moneys, and other benefits that are now due or may hereafter become due by reason of the renting, leasing, bailment of all or any portion of the Land or the Improvements, or the use or occupancy thereof (collectively “Rents”);

(e)Subject to the rights of Grantor under this Deed of Trust, under the other Loan Documents, and under Chapter 64 of the Texas Property Code (and any amendments thereto or replacements thereof) all leases, subleases, sub-subleases, licenses, concessions, occupancy agreements, or other agreements (written or oral, now or at any time in effect and every modification, amendment, or other agreement relating thereto, including every guarantee of the performance and observance of the covenants, conditions, and agreements to be performed and observed by the other party thereto) pursuant to which Grantor has granted a possessory interest in, or the right to use or occupy, all or any part of the Land and/or Improvements, together with all related security and other deposits (in each case, as amended, amended and restated, supplemented, renewed, extended, substituted, or otherwise modified from time to time, collectively, “Leases”);

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Exhibit 10.3

(f)All other contracts and agreements in any way relating to, executed in connection with, or used in the development, construction, use, occupancy, operation, maintenance, enjoyment, acquisition, management, or ownership of the Land and/or Improvements or the sale of

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Exhibit 10.3

goods or services produced in or relating to the Land and/or Improvements (collectively, in each case as amended, amended and restated, supplemented, renewed, extended, substituted, or otherwise modified from time to time, the “Property Agreements”) including: (i) all construction contracts, architects’ agreements, engineers’ contracts, utility contracts, letters of credit, escrow agreements, maintenance agreements, management, leasing, and related agreements, parking agreements, equipment leases, service contracts, operating leases, catering and restaurant leases and agreements, franchise agreements, agreements for the sale, lease, or exchange of goods or other property, agreements for the performance of services, permits, variances, licenses, certificates and entitlements; (ii) all material agreements and instruments under which Grantor or any of its affiliates or the seller of the Land and/or Improvements have remaining rights or obligations in respect of Grantor’s acquisition of the Land and/or Improvements or equity interests therein; (iii) business licenses, variances, entitlements, certificates, state health department licenses, liquor licenses, food service licenses, certificates of need, and all other permits, licenses, and rights obtained from any governmental authority or private person; (iv) all rights of Grantor to receive monies due and to become due under or pursuant to the Property Agreements; (v) all claims of Grantor for damages arising out of or for breach of or default under the Property Agreements; and (vi) all rights of Grantor to terminate, amend, supplement, modify, or waive performance under the Property Agreements, to compel performance and otherwise to exercise all remedies thereunder, and, with respect to Property Agreements that are letters of credit, to make any draws thereon;

(g)All insurance or other settlement proceeds (or any unearned premiums therefor) relating to or arising out of the foregoing, all proceeds of a sale of all or any portion of the foregoing, and all causes of action, claims, compensation, awards, damages, proceeds, payments, relief, or recoveries, including interest thereon, as a result of any casualty or condemnation event of all or any part of the Land and/or Improvements or for any damage or injury to it or for any loss or diminution in value of the Land and/or Improvements (collectively, the “Proceeds”); and

(h)To the extent not included in the foregoing, all cash and non-cash proceeds, products, offspring, rents, revenues, issues, profits, royalties, income, benefits, additions, renewals, extensions, substitutions, replacements, and accessions of and to any and all of the foregoing.

TO HAVE AND TO HOLD the Secured Property and the rights, remedies, and privileges hereby granted and conveyed unto Trustee, its successors, and assigns, forever, in trust, and Grantor does hereby bind Grantor, its successors, and assigns, to warrant and forever defend the Secured Property unto Trustee, its successors, and assigns, forever, against the claim or claims of all persons whomsoever claiming or to claim the same, or any part thereof.

Section 2.02 Secured Obligations. This Deed of Trust is made and intended to secure the due and punctual payment and performance of the following obligations, indebtedness, and liabilities: (a) the Note, providing, in part, that if certain defaults occur, the unpaid principal amount thereof and all accrued unpaid interest may be declared due and payable, at the holder’s option, prior to the stated maturity thereof, and providing further for the payment of reasonable attorney’s fees and other expenses of collection, subject to the terms and conditions of the Loan Documents; (b) any funds subsequently advanced by any Lender to or for the benefit of any Obligor, or as

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Exhibit 10.3

contemplated by any Loan Document and all other indebtedness or monetary obligations, of whatever kind or character, owing or which may hereafter become owing by any

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Exhibit 10.3

Obligor to any Lender pursuant to the Loan Documents, whether such indebtedness is direct or indirect, primary or secondary, fixed or contingent, or arises out of or is evidenced by note, deed of trust, endorsement, surety agreement, letter of credit, reimbursement agreement, guaranty, or otherwise, it being contemplated that any Obligor may hereafter become indebted to the Beneficiary in further sum or sums; and (c) the obligations of any party (other than Beneficiary) from time to time arising under the Loan Documents, all other agreements, duties, indebtedness, obligations and liabilities of any kind of any Obligor and any other party (other than Beneficiary) under, out of, or in connection with the other Loan Documents or any other document made, delivered or given in connection with any of the foregoing, in each case, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether allowed in any bankruptcy, insolvency, receivership or other similar proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several (all of the aforesaid, the “Secured Indebtedness”). The Secured Indebtedness shall be payable in accordance with the Note; and, unless otherwise provided herein or in the instruments evidencing the Secured Indebtedness, shall bear interest as provided therein. In addition, any and all reasonable attorney’s fees and expenses of collection payable under the terms of the Loan Documents shall be and constitute a part of the Secured Indebtedness secured hereby. This Deed of Trust shall also secure all renewals, rearrangements, extensions, and increases of any of the Secured Indebtedness; and (c) any and all obligations of any Obligor under the Loan Documents that are not related to timely making the required payments on the Secured Indebtedness (the “Nonpecuniary Obligations”). The Secured Indebtedness and the Nonpecuniary Obligations are collectively referred to herein as the “Secured Obligations.”

ARTICLE III ASSIGNMENT OF LEASES AND RENTS

Section 3.01    Assignment of Leases and Rents.

(a)As additional collateral security for the payment of the Secured Indebtedness and the performance of the Nonpecuniary Obligations, Grantor grants, assigns, and transfers to Beneficiary and its successors and assigns a security interest in all of Grantor’s right, title, and interest in, to, and under the Leases and Rents, whether now owned or subsequently acquired by Grantor and the right to receive, collect, and possess all Rents.

(b)Such grant, assignment, and transfer shall not be construed to: (i) bind Beneficiary to the performance of any of the covenants, conditions, or provisions contained in any of the Leases or otherwise impose any obligation on Beneficiary; or (ii) create or operate to impose any obligation upon Beneficiary for: (A) the control, care, maintenance, management, or repair of the Secured Property; (B) any dangerous or defective condition of the Secured Property, including, without limitation, the presence of any environmental contamination or condition;

(C) any waste committed on the Secured Property by any person; and/or (D) any negligence in the management, upkeep, repair, or control of the Secured Property.

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Exhibit 10.3

(c)Beneficiary may exercise its rights relating to the Rents, in Beneficiary’s sole discretion and without prejudice to any particular remedy, as provided herein or as otherwise allowed by applicable law, including without limitation, Title 5, Chapter 64 of the Texas Property

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Exhibit 10.3

Code, the Texas Assignment of Rents Act (TARA) (as amended), and any replacement statute relating to the assignment of rents.

Section 3.02 Revocable License.

In addition to the security interest granted in Article IV hereof, Grantor GRANTS, BARGAINS, SELLS, ASSIGNS, TRANSFERS, and CONVEYS unto Beneficiary the Leases and Rents TO HAVE AND TO HOLD forever. Until delivery of a notice (an “Assignment Exercise Notice”) of an exercise of the assignment of Leases and Rents following an Event of Default, Beneficiary grants to Grantor a revocable license (the “License”) to collect and receive the Rents and administer the Leases. Under the License, Grantor will have the right to receive rents and to use the rents collected in any manner consistent with the Loan Documents.

Each tenant under the Leases shall pay Rents directly to Grantor under the License; provided, however, during the continuance of an Event of Default and after delivery of an Assignment Exercise Notice, the License will automatically be revoked and Beneficiary will immediately be entitled to possession of the Rents.

Upon delivery of an Assignment Exercise Notice, each tenant under the Leases is authorized and directed to pay directly to Beneficiary all Rents thereafter accruing and the receipt of Rents by Beneficiary will be a release of such tenant to the extent of all amounts so paid. The receipt by a tenant of an Assignment Exercise Notice will be sufficient and irrevocable authorization for such tenant to make all future payments of Rents directly to Beneficiary and each such tenant will be entitled to rely on such Assignment Exercise Notice. Beneficiary will apply all Rents actually collected by Beneficiary: (w) first, to the payment of costs and expenses related to the collection of Rents, the taking and retaining possession of the Secured Property and placing it in a rentable condition, operating expenses relating to the Secured Property and complying with the terms of the Leases, (x) second, to any unpaid interest due on the Secured Indebtedness, the principal balance of the Secured Indebtedness (whether or not due and payable), and any expenses owed by the Grantor to Beneficiary under the Loan Documents; (y) third, to such persons or entities as payments that may be required by applicable laws; and (z) fourth, to the applicable Grantor.

Section 3.03 Certain Rights of Beneficiary.

(a)The Assignment Exercise Notice is intended solely for the benefit of each tenant and will not inure to the benefit of Grantor. It shall not be necessary for Beneficiary to institute legal proceedings of any kind whatsoever to enforce the provisions of such assignment. Without impairing its rights hereunder, Beneficiary may, at its option, at any time and from time to time, release to Grantor Rents received by Beneficiary or any part thereof. Grantor will not, under any circumstances, receive credit for the value or present value of the Rents, but only for the actual amount of Rents as and when received by Beneficiary and applied to the Secured Indebtedness.

(b)Neither the acceptance by Beneficiary of this Deed of Trust nor the exercise of any rights concerning the Rents will: (i) deem Beneficiary to be a “mortgagee in possession;” or (ii) obligate Beneficiary to: (A) appear in or defend any action or proceeding relating to the Leases, Rents, or the Secured Property; (B) take any action hereunder; (C) expend any money

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Exhibit 10.3

or incur any expenses or perform or discharge any obligation, duty, or liability with respect to any Lease; (D) assume any obligation or responsibility for any tenant deposits

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Exhibit 10.3

which are not physically delivered to Beneficiary; or (E) assume any obligation or responsibility for any injury or damage to person or property sustained in or about the Secured Property, except to the extent caused by the act or omission of the Beneficiary.

(c)Notwithstanding anything to the contrary contained herein, Beneficiary is entitled to all the rights and remedies of an assignee as set forth in the TARA under Chapter 64 of the Texas Property Code. This Deed of Trust shall constitute and serve as a security instrument under the TARA. Beneficiary shall have the ability to exercise its rights related to the Leases and Rents, in Beneficiary’s sole discretion and without prejudice to any other remedy available, as provided in this Deed of Trust or as otherwise allowed by applicable law, including, without limitation, the TARA.

ARTICLE IV

SECURITY AGREEMENT AND FIXTURE FILING

Section 4.01 Security Agreement. This Deed of Trust shall also constitute a security agreement and fixture filing within the meaning of the UCC with respect to all of Grantor’s present and future estate, right, title, and interest in, to, and under the Fixtures and Equipment and any portion of the Secured Property that is not real property (the “Personal Property”). Grantor hereby grants to Beneficiary a security interest in and to the Personal Property and the Fixtures and Equipment and every component thereof, and transfers and assigns to Beneficiary all of Grantor’s present and future estate, right, title, and interest in, to, and under the Personal Property and the Fixtures and Equipment and every component thereof, to secure the due and punctual payment and performance of all of the Secured Obligations as and when the same become due and payable, whether at the stated maturity date, by acceleration, or otherwise. With respect to the Fixtures and Equipment, upon the occurrence and during the continuance of an Event of Default, Beneficiary shall also have the right: (a) to proceed against the Fixtures and Equipment in accordance with Beneficiary’s rights and remedies with respect to the Land, in which event the provisions of the UCC shall not govern the default and Beneficiary’s remedies; or (b) to proceed against the Fixtures and Equipment separately from the Land in accordance with the UCC. If Beneficiary elects to proceed under the UCC, then thirty (30) days’ notice of sale of the Personal Property and/or the Fixtures and Equipment shall be deemed reasonable notice and the reasonable expenses of retaking, holding, preparing for sale, selling, and the like incurred by Beneficiary shall include, but not be limited to, reasonable attorneys’ fees and expenses. Grantor authorizes Beneficiary to file financing and continuation statements under the UCC in such filing offices as may be necessary, advisable, or required by law in order to create, establish, perfect, preserve, and protect the security interest hereunder.

Section 4.02 Fixture Filing. To the extent permitted under applicable law, the filing or recording of this Deed of Trust is intended to and will constitute a fixture filing with respect to the portions of the Secured Property that are or are to become Fixtures and Equipment. For purposes of the UCC, the “Secured Party” is Beneficiary and the “Debtor” is Grantor. The name, type of organization, jurisdiction of organization, and mailing addresses of Secured Party and of each Debtor are set out in the preamble to this Deed of Trust. The land to which the Fixtures and Equipment are related is the Land, and Debtor is the record owner of the Land.

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Exhibit 10.3

Section 4.03 Other Security Agreement; Harmonization of Conflicts. If any Obligor has executed and delivered to Beneficiary one or more separate security agreements in connection

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Exhibit 10.3

with the Secured Obligations, such security agreements and the security interests created thereby are in addition to and not in substitution of this Deed of Trust and the liens and security interests created hereby, and this Deed of Trust shall be in addition to and not in substitution of such security agreements and security interests. In all cases, this Deed of Trust and the aforesaid security agreements shall be applied and enforced in harmony with and in conjunction with each other to the end that Beneficiary realizes fully upon its rights and remedies in each and the liens and security interests created by each. If conflicts exist among this Deed of Trust and such other security agreements, Beneficiary may elect which of such instruments govern with respect to each category of Secured Property encumbered hereby and thereby.

ARTICLE V

GRANTOR’S REPRESENTATIONS, WARRANTIES, AND COVENANTS

Section 5.01 Grantor’s Covenants.

(a)Without Beneficiary’s prior written consent, which may be withheld in Beneficiary’s sole discretion, Grantor shall not grant, bargain, sell, assign, transfer, convey, lease, let, mortgage, pledge, encumber, create, or permit a lien on or security interest in, or otherwise hypothecate all or any part of the Secured Property except for: (i) the Permitted Exceptions; and (ii) other liens, encumbrances, and transfers expressly permitted under the Note or other Loan Documents.

(b)Grantor shall forever warrant and defend the title to the Secured Property unto Beneficiary against the claims of all persons claiming by, through or under Grantor.

(c)Grantor shall pay to Beneficiary the Secured Indebtedness with interest thereon as and when the same becomes due and payable in accordance with the terms thereof and shall perform and comply with all of the Nonpecuniary Obligations and the covenants and provisions of the Note.

(d)Grantor represents and warrants that it has full right and authority to make the conveyance and grant the security interests pursuant to the Loan Documents.

ARTICLE VI REMEDIES

Section 6.01 Remedies Following an Event of Default. Upon the occurrence and during the continuance of an Event of Default, in addition to any other rights, remedies, and powers that Beneficiary may have under the other Loan Documents or as provided by law, Beneficiary (either personally or by its agents, nominees, or attorneys) may immediately take such action as it deems advisable to protect and enforce the lien and security interest hereof and its rights hereunder, including without limitation the following actions, each of which may be pursued in its own name or in the name of Grantor, concurrently or otherwise, at such time and in such manner as Beneficiary may determine in its sole discretion, without impairing or otherwise affecting the other rights, remedies, and powers of Beneficiary:

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Exhibit 10.3

(a)Entry and Possession. (i) Enter upon and take possession of the Secured Property, with or without the appointment of a Receiver or an application therefor; (ii) dispossess and exclude

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Exhibit 10.3

Grantor and its agents and servants wholly therefrom by summary proceedings or otherwise;

(iii) take possession of all books, records, and accounts relating thereto; (iv) use, operate, manage, control, insure, maintain, repair, restore, improve, alter, and otherwise deal with all and every part of the Secured Property and conduct the business thereat; (v) make, cancel, enforce, or modify Leases and obtain and evict tenants; or (vi) demand, sue for, collect, and receive the Rents, incomes, issues, and profits of the Secured Property and apply the same, after payment of all charges and expenses (including reasonable attorneys’ fees and expenses), on account of the Secured Obligations.

(b)Payment of Sums. (i) Pay any sums in any form or manner deemed expedient by Beneficiary to protect the lien and security interest of this Deed of Trust or to cure any Event of Default other than payment of principal of or interest on the Secured Indebtedness; and (ii) make any payment hereby authorized to be made according to any bill, statement, or estimate furnished or procured from the appropriate public officer or the party claiming payment without inquiry into the accuracy or validity thereof, and the receipt of any such public officer or party in the hands of Beneficiary shall be conclusive evidence of the validity and amount of items so paid, in which event the amounts so paid, with interest thereon from the date of such payment shall be added to and become a part of the Secured Indebtedness and be immediately due and payable to Beneficiary. Beneficiary shall be subrogated to any encumbrance, lien, claim, or demand, and to all the rights and securities for the payment thereof, paid or discharged with the principal sum secured hereby or by Beneficiary under the provisions hereof, and any such subrogation rights shall be additional and cumulative security to this instrument.

(c)Acceleration. Declare the entire Secured Indebtedness immediately due, payable, and collectible, regardless of maturity, and in that event, the entire Secured Indebtedness shall become immediately due, payable, and collectible; and thereupon Beneficiary may institute proceedings to foreclose this Deed of Trust, either by judicial action or by the exercise of the statutory power of sale, or to enforce its provisions or any of the indebtedness or obligations secured by this Deed of Trust.

(d)Foreclosure.

(i)Judicial Foreclosure. Institute a judicial foreclosure action in a court of competent jurisdiction and proceed to final judgment and execution for the amount of the Secured Indebtedness owed as of the date of the judgment, together with all costs of suit, reasonable attorneys’ fees, and interest on the judgment at the maximum rate permitted by law from the date of the judgment until paid. If Beneficiary is the purchaser of the Secured Property at the foreclosure sale, in lieu of paying cash, Beneficiary may make settlement for all or a portion of the purchase price by crediting the net sale proceeds (after deducting costs and expenses of enforcing the Secured Obligations including reasonable attorneys’ fees and expenses) against the Secured Indebtedness.

(ii)Foreclosure under a Power of Sale. By or through Trustee or otherwise, sell or offer for sale, in one or more sales, all or any part of the Secured Property, in such portions, order, and parcels as Beneficiary may determine, with or without having first taken possession of same, to the highest bidder for cash (or credit on the Secured

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Exhibit 10.3

Indebtedness if Beneficiary or its affiliate or designee is the highest bidder) at public auction, by general warranty. Such sale shall be made at the courthouse of the county in which the

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Exhibit 10.3

Secured Property (or any portion thereof to be sold) is located, on the first Tuesday of any month between the hours of 10:00 A.M. and 4:00 P.M., or on the first Wednesday of the month if the first Tuesday is January 1 or July 4, after giving legally adequate written notice of sale of that portion of the Secured Property to be sold, at least twenty-one (21) consecutive days prior to the date of said sale: (A) by posting at the courthouse of each county in which the Secured Property (or the portion thereof to be sold) is located, either on the courthouse door or in the location otherwise designated by the commissioner’s court of said county, a written notice of sale complying with the requirements of Section

51.002 of the Texas Property Code, as such statute may be amended or replaced as of the date of such notice; (B) by filing in the office of the county clerk of each county in which the Secured Property (or the portion thereof to be sold) is located, a copy of the notice posted under subparagraph (A); and (C) by serving written notice of the sale on each debtor who, according to the records of Beneficiary, is obligated to pay the Note (and, in the event the proceeds of the foreclosure sale are to be applied to a portion of the Secured Indebtedness other than or in addition to amounts secured by the Note, then to each debtor who, according to the records of Beneficiary, is obligated to pay such portion of the Secured Indebtedness), such service to be complete and effective when the notice is deposited in the United States mail, postage prepaid, sent by certified mail, and addressed to the debtor at the debtor’s last known address as shown in the records of Beneficiary.

(iii)Compliance with Applicable Law. Accomplish the necessary notice and the sale in such manner as permitted or required by Title 5, Section 51.002 of the Texas Property Code relating to the sale of real property under contract lien and/or by Chapter 9 of the Texas Business and Commerce Code relating to the sale of collateral after default by a debtor (as said title and chapter now exist or may hereafter be amended or succeeded), or by any other present or subsequent laws or regulations relating to same. In instances where the Secured Property is located in states other than Texas, such sales shall be made in accordance with legal requirements for such state, including, to the extent relevant, the Uniform Commercial Code in effect for such state (also included in the defined term “UCC”). Nothing in this paragraph shall be construed to limit in any way Trustee’s right to sell the Secured Property by private sale if, and to the extent that, such private sale is permitted under the laws of the state where the Secured Property (or that portion thereof to be sold) is located, or by public or private sale after entry of a judgment by any court of competent jurisdiction ordering same. At any such sale: (A) whether made under the power of sale herein contained, the Texas Property Code, the UCC, any other legal requirement, by virtue of any judicial proceedings, or any other legal right, remedy, or recourse, it will not be necessary for Trustee to have physically present, or to have constructive possession of, the Secured Property (Grantor hereby covenanting and agreeing to deliver to Trustee any portion of the Secured Property not actually or constructively possessed by Trustee immediately upon demand by Trustee), and the title to and right of possession of any such Secured Property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to the purchaser at such sale; (B) to the fullest extent permitted by applicable law, Grantor will be entirely and irrevocably divested of all its right, title, interest, claim, and demand whatsoever, either at law or in equity, in and to the Secured Property sold, and such sale shall be a perpetual bar both at law and in equity against Grantor, and against any and all other

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Exhibit 10.3

persons claiming the Secured Property sold or any part thereof, by, through, or under Grantor; (C) any and all recitals and other statements of fact made in any

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Exhibit 10.3

instrument of conveyance evidencing any foreclosure sale hereunder as to nonpayment of the Secured Indebtedness or as to the occurrence of any Event of Default, or as to Beneficiary having declared all of the Secured Indebtedness to be due and payable, or as to notice of time, place, and terms of sale and of the properties to be sold having been duly given, or as to any other act or thing having been duly done by Beneficiary, shall be taken as prima facie evidence of the truth of the facts so stated and recited; and (D) to the extent and under such circumstances as are permitted by law, Beneficiary (or any affiliates or designees thereof) may be a purchaser at any such sale and may bid credit against the Secured Indebtedness.

(iv)Right to Suspend, Postpone, Adjourn, or Cancel the Sale. Suspend bidding at any time and for any duration deemed appropriate by Trustee in Trustee’s sole and absolute discretion for purposes of requiring proof of a bidder’s financial ability and to confirm that the bidder can produce the funds for the cash bid, as long as the sale is completed within the statutorily prescribed timeframe.

(v)Delegation of Agent to Perform Ministerial Acts. Appoint or delegate any one or more persons as agent to perform any ministerial act or acts necessary or incidental to any sale held by Trustee, including the posting or filing of notices, but in the name and on the behalf of Trustee, its successor, or substitute. If Trustee or its successor, or substitute has given a notice of sale hereunder, any successor or substitute trustee thereafter appointed may complete the sale and the conveyance of the Secured Property under the notice of sale as if such notice of sale had been given by the successor or substitute trustee conducting the sale.

(vi)Sale in Parcels. Sell the Secured Property or any part thereof together or separately, in one sale or separate sales, in one parcel and as an entirety, or in such parcels, manner, or order as the Beneficiary in its sole discretion may elect, and one or more exercises of the rights and powers herein granted shall not extinguish or exhaust Beneficiary’s rights and powers unless the entirety of the Secured Property is sold or the Secured Indebtedness is paid in full.

(vii)Application of Foreclosure Sale Proceeds. Receive the proceeds of the sale and apply same as follows: (A) to the payment of all expenses of advertising, selling, and conveying the Secured Property or any part thereof, and/or prosecuting or otherwise collecting Rents, proceeds, premiums, or other sums including reasonable attorneys’ fees and expenses and the reasonable fees and expenses of Trustee; (B) to that portion, if any, of the Secured Indebtedness for which no party is personally liable for payment; (C) to the payment of all amounts other than the principal amount of the Secured Indebtedness and accrued unpaid interest thereon that may be due to Beneficiary under this Deed of Trust, including amounts due based on the breach or failure by any Obligor to meet any Nonpecuniary Obligations; (D) to the payment of all accrued but unpaid interest on the Secured Indebtedness; (E) to the matured portion of principal of the Secured Indebtedness; (F) to prepayment of the unmatured portion, if any, of the principal in inverse order of maturity; (G) to the lender of any inferior liens covering the Secured Property, if any, in order of the priority of such inferior liens (to allocate priority, Trustee and Beneficiary may rely on a commitment for title insurance); and (H) to Grantor.

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Exhibit 10.3

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Exhibit 10.3

(e)Other Rights. Exercise any and all rights, remedies, and powers accruing to a secured party under this Deed of Trust, the other Loan Documents, the UCC, any other applicable law, or available in equity.

Section 6.02 Receiver. In any action to foreclose this Deed of Trust, or upon the occurrence and during the continuance of an Event of Default, Beneficiary will have the right, without: (a) notice to Grantor or any other party; (b) a showing of insolvency of Grantor; (c) a showing of waste, imminent harm, fraud, or mismanagement with respect to the loan or the Secured Property; (d) regard to the sufficiency of the security for the repayment of the Secured Indebtedness; or (e) the necessity of filing any proceeding other than a proceeding for appointment of a receiver, to apply for the appointment of a receiver, trustee, liquidator, or conservator (a “Receiver”) of the Rents and profits or of the Secured Property or both, and shall be entitled to the appointment of such Receiver as a matter of right, without consideration of the value of the Secured Property as security for the amounts due Beneficiary, or the solvency of any person or entity liable for the payment of such amounts. Grantor hereby consents to such appointment and waives notice of any application therefor (except as may be required by applicable law).

Section 6.03 Beneficiary’s Right to Sue. Beneficiary shall have the right from time to time to sue for any sums, whether interest, principal, or any installment of either or both, taxes, penalties, or any other sums required to be paid under the terms of this Deed of Trust, without regard to whether or not all of the Secured Indebtedness shall be due on demand and without prejudice to the right of Beneficiary thereafter to enforce any appropriate remedy against Grantor, including an action of foreclosure, or any other action, for a default or defaults by Grantor existing at the time such earlier action was commenced.

Section 6.04 No Obligation to Marshal Assets. In exercising its rights and remedies hereunder, Beneficiary shall have no obligation whatsoever to marshal assets, or to realize upon all of the Secured Property. Beneficiary shall have the right to realize upon all or any part of the Secured Property from time to time as Beneficiary deems appropriate. Grantor hereby waives any right to have any of the Secured Property marshaled in connection with any sale or other exercise of Beneficiary’s rights, remedies, and powers hereunder.

Section 6.05 Remedies Cumulative. The rights, powers, and remedies of Beneficiary granted and arising under this Deed of Trust and the other Loan Documents are separate, distinct, and cumulative of other rights, powers, and remedies granted herein or therein and all other rights, powers, and remedies that Beneficiary may have at law or in equity, none of which are to the exclusion of the others and all of which are cumulative to the rights, powers, and remedies provided at law for the collection of indebtedness, enforcement of rights under deeds of trust, and preservation of security. No act of Beneficiary shall be construed as an election to proceed under any one provision herein or under the Note, this Deed of Trust, or any other Loan Document to the exclusion of any other provision, or an election of remedies to the bar of any other remedy allowed at law or in equity, anything herein or otherwise to the contrary notwithstanding.

Section 6.06 Discontinuance of Proceedings. If Beneficiary commences the enforcement of any right, power, or remedy, whether afforded under this Deed of Trust or otherwise, and including without limitation foreclosure or entry upon the Secured Property, and such enforcement is then discontinued or abandoned for any reason, or is determined adversely to

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Exhibit 10.3

– 26 –

Exhibit 10.3

Beneficiary, then and in every such case Grantor and Beneficiary shall be restored to their former positions and rights hereunder, without waiver of any Event of Default and without novation, and all rights, powers, and remedies of Beneficiary shall continue as if no such enforcement had been commenced.

Section 6.07 Expenses. Grantor shall reimburse Beneficiary within thirty (30) days after demand for all reasonable documented out-of-pocket costs, fees, and expenses (including reasonable expenses and fees of its outside counsel) incurred by Beneficiary in connection with the enforcement of Beneficiary’s rights, powers, or remedies hereunder, all of which sums are part of the Secured Indebtedness and are secured by this Deed of Trust.

Section 6.08 Grantor as Tenant at Sufferance. If Grantor or its successors, assigns, or tenants remain in possession of the Secured Property after the Secured Property is sold or transferred as provided above or after Beneficiary otherwise becomes entitled to possession of the Secured Property, then Grantor and its successors, assigns, and tenants shall become tenants at sufferance of Beneficiary or the purchaser of the Secured Property and shall either: (a) pay a reasonable rental for the use of the Secured Property after the date of such sale or transfer of possession; or (b) vacate the Secured Property immediately upon the demand of Beneficiary or such purchaser. If Grantor or its successors, assigns, or tenants fail to vacate the Secured Property as required under this paragraph, then Grantor and its successors, assigns, and tenants may be summarily dispossessed in accordance with the provisions of law applicable to tenants holding over.

Section 6.09 Grantor’s Waivers. To the fullest extent permitted by law, Grantor, for itself and its successors and assigns, and for any and all persons ever claiming any interest in the Secured Property, except as otherwise provided herein or in the other Loan Documents, hereby:

(a)Waives and renounces all right of homestead exemption in the Secured Property and any other right to designate all or any portion of the Secured Property as exempt from forced sale under any provision of the Constitution or the laws of the United States, the State of Texas, or any other state in the United States.

(b)Acknowledges the right to accelerate the Secured Indebtedness and the power given to Beneficiary to sell the Secured Property by foreclosure without any notice other than such notice (if any) as is specifically required to be given hereunder or under applicable law in connection with the enforcement of the Secured Indebtedness or the taking of any action to collect sums owing under the Loan Documents.

(c)Waives the benefit of all laws now or subsequently in effect providing for: (i) any appraisement before sale of any portion of the Secured Property; (ii) any extension of the time for the enforcement of the collection of the Secured Indebtedness or the creation or extension of a period of redemption from any sale made in collecting such debt; and (iii) exemption of the Secured Property from attachment, levy, or sale under execution or exemption from civil process.

(d)Agrees not at any time to insist upon, plead, claim, or take the benefit or advantage of any law now or hereafter in force providing for any appraisement, valuation, stay, exemption, extension, or redemption, or requiring foreclosure of this Deed of Trust before exercising any other remedy granted hereunder.

– 27 –

Exhibit 10.3

– 28 –

Exhibit 10.3

Section 6.10 Right to Cure Violations. If Grantor or Beneficiary receives notice of a current or pending violation of any applicable law, rule, regulation, ordinance, code, requirements, covenants, conditions, restrictions, orders, licenses, permits, or approvals related to the maintenance, repair, replacement, nuisance, or other condition of the Secured Property or any Improvements or tangible property thereon (a “Compliance Notice”) and an Event of Default has occurred and is continuing, then Beneficiary and any person authorized by Beneficiary shall have the right, but not the obligation, to enter upon the Secured Property at any reasonable time to repair, alter, replace, clean up, or perform any necessary or appropriate work or maintenance activities that, in Beneficiary’s sole discretion, are necessary or advisable to comply with the requirements of the Compliance Notice and cure the alleged, possible, or pending violation. Beneficiary shall have the right to remove any tangible property, motor vehicles, rubbish, stored materials, debris, refuse, trash, or other items on the Secured Property and to dispose of the same as Beneficiary may determine in its sole discretion without being deemed guilty of trespass or theft of such items.

ARTICLE VII MISCELLANEOUS

Section 7.01 Amendments, Extensions, and Modifications. No amendment, supplement, or other modification of this Deed of Trust shall be effective unless it is in writing and executed by Grantor and Beneficiary.

Section 7.02 Counterparts; Entire Agreement. This Deed of Trust and any amendments, waivers, consents, or supplements hereto may be executed in counterparts, each of which shall constitute an original, but all taken together shall constitute a single contract. This Deed of Trust and the other Loan Documents constitute the entire agreement between Grantor and Beneficiary with respect to the subject matter hereof and supersede all previous agreements and understandings, oral or written, with respect thereto. Delivery of an executed counterpart of a signature page to this Deed of Trust and the Loan Documents or any amendment, modification, or supplement thereto by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Deed of Trust and the Loan Documents.

Section 7.03 Successors and Assigns. Grantor may not assign or transfer this Deed of Trust or any of its rights hereunder without the prior written consent of Beneficiary. This Deed of Trust shall inure to the benefit of and be binding upon the parties hereto and their permitted assigns. The terms “Grantor” and “Beneficiary” shall include the legal representatives, heirs, executors, administrators, successors, and assigns of the parties hereto, and all those holding under either of them.

Section 7.04 No Merger. In the event that Beneficiary’s interest under this Deed of Trust and title to the Secured Property or any estate therein shall become vested in the same person or entity, this Deed of Trust shall not merge in such title but shall continue as a valid lien on the Secured Property for the amount secured hereby, unless expressly provided otherwise in a writing executed by the person in whom such interests, title, and estate are vested.

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Exhibit 10.3

Section 7.05 Relationship of Parties. The relationship of Beneficiary to Grantor is that of a creditor or a lender to an obligor (inclusive of a person obligated on a supporting obligation) or a debtor; and in furtherance thereof and in explanation thereof, Beneficiary has no fiduciary, trust,

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Exhibit 10.3

advisor, business consultant, guardian, representative, partnership, joint venture, or other similar relationship to or with Grantor and no such relationship shall be drawn or implied from this Deed of Trust or any of Beneficiary’s actions or inactions hereunder or with respect hereto or from any prior relationship between the parties. Beneficiary has no obligation to Grantor or any other person relative to administration of the Secured Indebtedness or the Secured Property, or any part or parts thereof.

Section 7.06 Commercial Transaction. The interest of Beneficiary under this Deed of Trust and the liability and obligation of Grantor for the payment and performance of the Secured Obligations arise from a commercial transaction.

Section 7.07 Joint and Several Liability. If more than one party executes this Deed of Trust as a grantor, the term “Grantor” means all parties signing, and each of them, and each agreement, Nonpecuniary Obligation, and Secured Indebtedness of Grantor shall be and mean the several as well as joint undertaking of each of them.

Section 7.08 Headings. The headings of the various articles, sections, and subsections in this Deed of Trust are for reference only and shall not define, expand, or limit any of the terms or provision hereof.

Section 7.09 Severability. If any term or provision of this Deed of Trust is found to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Deed of Trust or invalidate or render unenforceable such term or provision in any other jurisdiction.

Section 7.10 Governing Law. This Deed of Trust and any claim, controversy, dispute, or cause of action (whether in contract, equity, tort, or otherwise) based upon, arising out of, or relating to this Deed of Trust and the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of Texas, without regard to principles of conflicts of law.

Section 7.12 Submission to Jurisdiction. Subject to Section 9.2 of the Note, each party hereto hereby irrevocably and unconditionally: (i) agrees that any legal action, suit, or proceeding arising out of or relating to this Deed of Trust shall be brought in the state or federal courts of the State of New York; and (ii) submits to the jurisdiction of any such court in any such action, suit, or proceeding.

Section 7.13 Waiver of Venue. Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Deed of Trust or the Secured Obligations in any court referred to in Section 7.12 and the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Section 7.14 Notices. Unless specifically stated otherwise in this Deed of Trust, all notices, requests, and communications required or permitted to be delivered hereunder shall be in writing and delivered to all persons at the addresses below, by one of the following methods:

(a)Hand delivery, whereby delivery is deemed to have occurred at the time of delivery.

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Exhibit 10.3

(b)A nationally recognized overnight courier company, whereby delivery is deemed to have occurred the business day following deposit with the courier.

(c)Registered or certified United States mail, signature required and postage-prepaid, whereby delivery is deemed to have occurred on the third business day following deposit with the United States Postal Service.

(d)Electronic transmission (facsimile or e-mail) provided that the transmission is completed no later than 5:00 p.m. Central Standard Time on a business day and the original also is sent via overnight courier or United States mail, whereby delivery is deemed to have occurred at the end of the business day on which electronic transmission is completed.

To Grantor:    Name: Leoncito Plant, L.L.C. Address: c/o enCore Energy Corp.

101 N. Shoreline

Corpus Christi, Texas 78401 E-mail: pgoranson@encoreuranium.com Attn.: Paul Goranson

with a copy to:    Name:    Greg Zerzan, General Counsel and Chief Administrative Officer

E-mail: gzerzan@encoreuranium.com

To Beneficiary:    Name: David Frydenlund

Address: 225 Union Blvd., Suite 600

Lakewood, Colorado 80228 E-mail: dfrydenlund@energyfuels.com

with a copy to:    Name: James Guttman

Address: c/o Dorsey & Whitney, LLP TD Canada Trust Tower

Brookfield Place 161 Bay Street, Suite 4310 Toronto, ON M5J 2S1

Canada

E-mail: guttman.james@dorsey.com

To Trustee:    Name: Steven R. Smith

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Exhibit 10.3

Address: c/o Dorsey & Whitney, LLP

200 Crescent Court, Suite 1600

Dallas, TX 75201

E-mail: smith.steve@dorsey.com

Any party may change its address for purposes of this Section 7.14 by giving written notice as provided in this Section 7.14.

All notices and demands delivered by a party’s attorney on a party’s behalf shall be deemed to have been delivered by said party. Notices shall be valid only if served in the manner provided in this Section 7.14.

Section 7.15 No Waiver; No Course of Dealing; No Invalidity. No failure to exercise and no delay in exercising on the part of Beneficiary any right, remedy, or power hereunder or rights, remedies, and powers otherwise provided by law or available in equity shall operate as a waiver thereof or preclude the exercise thereof during the continuance of any Event of Default or if any subsequent Event of Default occurs, nor shall any single or partial exercise of any right, remedy, or power hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, or power. No action or inaction of Beneficiary under this Deed of Trust shall be deemed to constitute or establish a “course of performance or dealing” that would require Beneficiary to so act or refrain from acting in any particular manner at a later time under similar or dissimilar circumstances. Wherever possible, each provision of this Deed of Trust shall be interpreted in such manner as to be effective and valid to the maximum extent allowed under applicable law.

Section 7.16 Release of Deed of Trust.

(a)Release on Satisfaction of Secured Obligations. If at any time during the period of this Deed of Trust the Secured Indebtedness has been paid and the Nonpecuniary Obligations have been performed in full, no indebtedness remains outstanding under the Loan Documents, and Beneficiary has no further obligation under the Loan Documents to make any additional advances to Grantor, then Beneficiary will, upon written request of Grantor, execute and deliver to Grantor a release, reconveyance, satisfaction, or cancellation (a “Release”) of this Deed of Trust and such other documentation (including without limitation UCC-3 termination statements) as may be reasonably necessary to effectuate the release and termination of Beneficiary’s liens and security interests on the Secured Property.

(b)Release on Sale or Transfer of the Secured Property. If the Secured Property or any portion thereof is sold or otherwise transferred in accordance with the provisions of the Note, then Beneficiary will, upon Grantor’s written request, execute and deliver to Grantor a Release of this Deed of Trust with respect to such portion of the Secured Property as is so sold or transferred and such other documentation (including without limitation UCC-3 termination statements) as may be reasonably necessary to effectuate the release and termination of Beneficiary’s liens and security interests on such portion of the Secured Property.

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Exhibit 10.3

(c)Compliance with Applicable Laws. The foregoing provisions relating to the release, reconveyance, satisfaction, or cancellation of this Deed of Trust shall not be deemed or construed to supersede any obligation of Beneficiary to cause the release, reconveyance,

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Exhibit 10.3

satisfaction, or cancellation of this Deed of Trust that may be addressed by applicable law of the State of Texas, and it is expressly declared to be the intention and agreement of Beneficiary to comply with the requirements of applicable law with respect to such obligation.

ARTICLE VIII TRUSTEE PROVISIONS

Section 8.01 Trustee’s Liability and Powers; Indemnification of Trustee. TRUSTEE WILL NOT BE LIABLE FOR ANY JUDGMENT ERROR OR ACT PERFORMED BY TRUSTEE IN GOOD FAITH, OR BE OTHERWISE RESPONSIBLE OR ACCOUNTABLE UNDER ANY CIRCUMSTANCES WHATSOEVER (INCLUDING FOR TRUSTEE’S OWN NEGLIGENCE AND/OR IN STRICT LIABILITY), EXCEPT FOR TRUSTEE’S GROSS

NEGLIGENCE OR WILLFUL MISCONDUCT. Trustee will have the right to rely on any instrument, document, or signature authorizing or supporting any action taken or proposed to be taken by Trustee hereunder that is believed by Trustee in good faith to be genuine. All monies received by Trustee shall, until used or applied as herein specified, be held in trust by Trustee for the purposes for which they were received, but need not be segregated in any manner from any other moneys (except to the extent required by law), and Trustee will be under no liability for interest on any moneys received by Trustee hereunder. GRANTOR SHALL REIMBURSE TRUSTEE FOR, INDEMNIFY, AND SAVE TRUSTEE HARMLESS AGAINST, ANY AND ALL LIABILITY AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPENSES) WHICH MAY BE INCURRED BY TRUSTEE IN THE PERFORMANCE OF TRUSTEE’S DUTIES UNDER THIS DEED OF TRUST (INCLUDING ANY LIABILITY AND EXPENSES RESULTING FROM TRUSTEE’S OWN NEGLIGENCE AND/OR STRICT

LIABILITY). The foregoing indemnity will not terminate upon release, foreclosure, or other termination of this Deed of Trust.

Section 8.02 Substitute Trustee. Beneficiary (or any agent, servicer, or special servicer acting on behalf of Beneficiary) may (without notice to Grantor) remove or replace Trustee, at any time, and/or from time to time, for any or no reason whatsoever, and Beneficiary (or any agent, servicer, or special servicer acting on behalf of Beneficiary) may, without notice and without specifying any reason therefor and without applying to any court, select and appoint a successor trustee or multiple successor trustees. Such appointment may be by instrument in writing, executed by any authorized agent or officer of Beneficiary, which need not be recorded to be effective, and all powers, rights, duties, and authority of Trustee, as set forth herein, shall thereupon become vested in such successor or successors. Such substitute trustee(s) shall not be required to give bond for the faithful performance of the duties of Trustee hereunder unless required by Beneficiary. The procedure provided for in this Section 8.02 for substitution of Trustee shall be in addition to and not in exclusion of any other provisions for substitution by law or otherwise. If multiple successor trustees are appointed as permitted hereunder, each of them shall be empowered to act hereunder without the joinder of any other successor trustees.

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Exhibit 10.3

ARTICLE IX

STATE-SPECIFIC PROVISIONS

Section 9.01 State-Specific Provisions Control. In the event of any conflict between the terms and provisions set forth in this Article IX and the other terms and provisions of this Deed of Trust, this Article IX shall control.

Section 9.03 No Oral Agreements. IN ACCORDANCE WITH SECTION 26.02 OF THE TEXAS BUSINESS AND COMMERCE CODE, THE PARTIES ACKNOWLEDGE THAT THE WRITTEN LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

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Exhibit 10.3

IN WITNESS HEREOF, Grantor has executed this Deed of Trust on the dates set forth in the acknowledgment below to be effective as of the date first set forth above.

Leoncito Plant, L.L.C.

a Texas limited liability company

By:      Name:      Title:

STATE OF     §

§ COUNTY OF     §

This instrument was acknowledged before me on the      day of      by

, the      of     , a

, on behalf of said     , for the purposes and consideration therein stated.

Notary Public in and for the State of      [Seal]

Exhibit 10.3

EXHIBIT A LEGAL DESCRIPTION

Exhibit 10.3

EXHIBIT 6

FORM OF LEASEHOLD DEED OF TRUST

ATTACHED TO AND MADE A PART OF THAT CERTAIN MEMBERSHIP INTEREST PURCHASE AGREEMENT DATED NOVEMBER 13, 2022, BY AND AMONG EFR WHITE CANYON CORP., ENCORE ENERGY CORP., AND ENCORE ENERGY US CORP.

Exhibit 10.3

RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO:

Dorsey & Whitney LLP

200 Crescent Court, Suite 1600

Dallas, TX 75201 Attention: Steven Smith

A.P.N.

SPACE ABOVE THIS LINE RESERVED FOR RECORDER’S USE

LEONCITO PROJECT, L.L.C.,

as trustor (Trustor) to

STEVEN R. SMITH,

as trustee (Trustee) for the benefit of

EFR WHITE CANYON CORP., as beneficiary (Beneficiary)

LEASEHOLD DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT, FINANCING STATEMENT, AND FIXTURE FILING

Exhibit 10.3

Dated:    As of [    ]         , 2022 Location:

County:    Brooks County

Exhibit 10.3

LEASEHOLD DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT, FINANCING STATEMENT, AND FIXTURE FILING

This Leasehold Deed of Trust, Assignment of Leases and Rents, Security Agreement, Financing Statement, and Fixture Filing (as amended, restated, supplemented, renewed, extended, or otherwise modified from time to time, this “Deed of Trust”), dated as of [ ] , 2022, is made by Leoncito Project, L.L.C., a Texas limited liability company, having an address at c/o enCore Energy Corp., 101

N. Shoreline, Corpus Christi, Texas 78401 (the “Grantor”) in favor of Steven R. Smith, an individual, c/o Dorsey & Whitney LLP, 200 Crescent Court, Suite 1600, Dallas, Texas 75201, (together with all substitute and successor trustee(s) under this Deed of Trust, the “Trustee”), for the benefit of EFR WHITE CANYON CORP., a Delaware corporation, having an address at c/o Energy Fuels Inc., 225 Union Blvd., Suite 600, Lakewood, Colorado 80228, Attn: David Frydenlund, (together with its successors and assigns, “Beneficiary”).

RECITALS

A.On [    ], 2022, [Grantor; enCore Energy US Corp., a Nevada corporation; [EFR Alta Mesa, LLC], a Texas limited liability company; Leoncito Restoration, L.L.C, a Texas limited liability company; and Leoncito Plant, L.L.C. a Texas limited liability company (collectively the “Borrowers”)], executed that certain Secured Convertible Promissory Note made payable to Beneficiary in the amount of $60,000,000 (as amended, restated, supplemented, renewed, extended, or otherwise modified from time to time, the “Note”);

B.The Grantor is the lessee under that certain Amended and Restated Uranium Solution Mining Lease by and between Mesteña Unproven, Ltd., Jones Ranch Minerals Unproven Ltd., Mesteña Proven, Ltd., and Jones Ranch Minerals Proven, Ltd. (as Lessors) and Grantor, and Grantor is Grantee under that certain Amended and Restated Uranium Testing Permit and Lease Option Agreement by and between Mesteña Unproven, Ltd., Jones Ranch Minerals Unproven, Ltd., and Mesteña Proven Ltd. (together as Grantor), and Grantor dated May 1, 2016, effective August 1, 2006 (collectively the “Ground Leases”)

C.It is a condition of the obligation of the Beneficiary to extend credit to the Borrower under the Note and the other Loan Documents (defined below) that Grantor execute and deliver this Deed of Trust for the benefit of Beneficiary;

D.Grantor will receive substantial benefit from the execution, delivery, and performance of the Note and the other Loan Documents and is, therefore, willing to grant this Deed of Trust; and

E.Grantor is the owner of certain fee surface and mineral interests in the Land (defined below) and Improvements (defined below).

AGREEMENT

NOW THEREFORE, in consideration of the recitals and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, and in order to secure the due and punctual payment and performance of all of the Secured Obligations (defined below) as and when the same become due and payable, Grantor represents, warrants, covenants, and agrees for the benefit of Beneficiary as follows:

Exhibit 10.3

ARTICLE I DEFINITIONS

For purposes of this Deed of Trust, the following terms have the following meanings. Capitalized terms used in this Deed of Trust without definition have the meanings ascribed to such terms in the Note.

“Assignment Exercise Notice” has the meaning set forth in Section 3.02. “Beneficiary” has the meaning set forth in the introductory paragraph. “Borrower” has the meaning set forth in the Recitals.

“Compliance Notice” has the meaning set forth in Section 6.10. “Debtor” has meaning set forth in Section 4.02.

“Deed of Trust” has the meaning set forth in the introductory paragraph. “Event of Default” has the meaning set forth in the Note.

“Excluded Property” has the meaning set forth in the Security Agreement. “Fixtures and Equipment” has the meaning set forth in Section 2.01(b). “Grantor” have the meaning set forth in the introductory paragraph. “Ground Leases” has the meaning set forth in the Recitals.

“Guaranty Agreement” means that certain Guaranty Agreement dated as of the date hereof by enCore Energy Corp., a British Columbia corporation, in favor of Beneficiary, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

“Improvements” has the meaning set forth in Section 2.01(b). “Land” has the meaning set forth in Section 2.01(a).

“Leases” has the meaning set forth in Section 2.01(e). “License” has the meaning set forth in Section 3.02.

“Loan Documents” means, collectively, this Deed of Trust, the Note, the Security Agreement, the Pledge Agreement, the Guaranty Agreement, any other mortgages and/or deeds of trusts executed by any Obligor and all other instruments and documents at any time executed by a Grantor or any Obligor relating to, evidencing, or setting out any of the terms of or security for the Secured Obligations, and the term.

“Loan Document” means any of the Loan Documents, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

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Exhibit 10.3

“Nonpecuniary Obligations” has the meaning set forth in Section 2.02.

– 4 –

Exhibit 10.3

“Note” has the meaning set forth in the Recitals.

“Obligors” means collectively the Grantor, the other Borrowers and enCore Energy Corp., a British Columbia corporation, together with their respective successors and assigns and each an “Obligor”.

“Permitted Exceptions” means those matters set forth on Exhibit A attached hereto and incorporated herein by this reference.

“Personal Property” has the meaning set forth in Section 4.01.

“Pledge Agreement” means that certain Pledge Agreement dated as of the date hereof by and between enCore Energy US Corp., a Nevada corporation, as pledger, and Beneficiary, as Secured Party, granting a security interest in the Collateral (as defined therein) to Beneficiary, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

“Property Agreements” has the meaning set forth in Section 2.01(f). “Receiver” has the meaning set forth in Section 6.02.

“Release” has the meaning set forth in Section 7.16. “Rents” has the meaning set forth in Section 2.01(d).

“Secured Indebtedness” has the meaning set forth in Section 2.02. “Secured Party” has the meaning set forth in Section 4.02. “Secured Obligations” has the meaning set forth in Section 2.02. “Secured Property” has the meaning set forth in Section 2.01.

“Security Agreement” means that certain Security Agreement dated as of the date hereof by and among Obligors (other than enCore Energy US Corp., a Nevada corporation), as grantor, and Beneficiary, as secured party, granting a security interest in the Collateral (as defined therein) to Beneficiary, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

“Trustee” has the meaning set forth in the introductory paragraph. “UCC” has the meaning set forth in Section 2.01(b).

ARTICLE II

GRANT AND SECURED OBLIGATIONS

Section 2.01 Grant. In order to secure the due and punctual payment and performance of all of the Secured Obligations (defined below) as and when the same become due and payable or performable, whether at the stated due date, at the maturity date, by acceleration, or otherwise, Grantor does hereby grant, bargain, sell, assign, transfer, and convey, unto Trustee, its

– 5 –

Exhibit 10.3

successors, and assigns, with a power of sale and right of entry and possession as provided below, the

– 6 –

Exhibit 10.3

following described property now owned or held or hereafter acquired from time to time by Grantor, its successors, or assigns (collectively, the “Secured Property”); provided, however, that in no event shall the Secured Property include any Excluded Property:

(a)The Ground Leases, and all rights, title, estate and interest of Grantor in, to and under the Ground Leases;

(b)The leasehold interest and estate created by the Ground Leases in all those certain tracts or parcels of land in Brooks County, Texas, and being more particularly described in Exhibit A attached hereto and incorporated herein by this reference (the “Land”) and all minerals, oil, gas, and other hydrocarbon substances, sand, gravel, and other materials that may be mined, produced, or extracted in, on, or under the surface of the Land (to the extent owned by Grantor), as well as all development rights, air rights, water, water rights, water stock, utility reservations, sanitary sewer, and other utility capacities relating to the Land;

(c)All buildings, structures, and other improvements of every kind and nature whatsoever now or hereafter situated on the Land (collectively, the “Improvements”), all apparatus, equipment, fittings, fixtures, machinery, materials, supplies, and other items of personal property now owned or hereafter acquired by Grantor and now or hereafter affixed or attached to, installed in, or used in connection with the operation or maintenance of the Land or Improvements, including any fixtures as defined in the Uniform Commercial Code in effect in Texas and/or the jurisdiction where Grantor is located or organized (the “UCC”), and any appliances, storm doors and windows, lighting, plumbing, pipes, pumps, tanks, conduits, sprinkler and other fire prevention or suppression, refrigeration, incineration, escalator, elevator, loading, security, water, steam, gas, electrical, telephone, cable, internet, switchboards, storm and sanitary sewer, drainage, HVAC, boilers, waste removal, or other utility equipment or systems (collectively, the “Fixtures and Equipment”) and building, construction, development, and landscaping supplies and materials now or hereafter affixed to or located on or about the Land or the Improvements and all replacements, substitutions, and additions to the foregoing;

(d)All easements, rights-of-way, strips and gores of land, streets, ways, alleys, passages, sewer rights, utility reservations and capacity rights, waters, water courses, water rights and powers, estates, rights, titles, interests, minerals, royalties, privileges, liberties, tenements, hereditaments, and appurtenances whatsoever, in any way now or hereafter belonging, relating, or appertaining to the Land or the Improvements, or any part thereof and the reversions, remainders, rents, issues, and profits thereof, and all right to receive excess payments in any tax sale of the Land and the Improvements;

(e)Any and all rents, revenues, issues, profits, royalties, income, cash proceeds, security deposits, accounts, moneys, and other benefits that are now due or may hereafter become due by reason of the renting, leasing, bailment of all or any portion of the Land or the Improvements, or the use or occupancy thereof (collectively “Rents”);

(f)Subject to the rights of Grantor under this Deed of Trust, under the other Loan Documents, and under Chapter 64 of the Texas Property Code (and any amendments thereto or replacements thereof) all leases, subleases, sub-subleases, licenses, concessions, occupancy agreements, or other agreements (written or oral, now or at any time in effect and

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Exhibit 10.3

every modification, amendment, or other agreement relating thereto, including every guarantee of the performance and observance of the covenants, conditions, and agreements to be performed

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Exhibit 10.3

and observed by the other party thereto) other than the Ground Leases pursuant to which Grantor has granted a possessory interest in, or the right to use or occupy, all or any part of the Land and/or Improvements, together with all related security and other deposits (in each case, as amended, amended and restated, supplemented, renewed, extended, substituted, or otherwise modified from time to time, collectively, “Leases”);

(g)All other contracts and agreements in any way relating to, executed in connection with, or used in the development, construction, use, occupancy, operation, maintenance, enjoyment, acquisition, management, or ownership of the Land and/or Improvements or the sale of goods or services produced in or relating to the Land and/or Improvements (collectively, in each case as amended, amended and restated, supplemented, renewed, extended, substituted, or otherwise modified from time to time, the “Property Agreements”) including: (i) all construction contracts, architects’ agreements, engineers’ contracts, utility contracts, letters of credit, escrow agreements, maintenance agreements, management, leasing, and related agreements, parking agreements, equipment leases, service contracts, operating leases, catering and restaurant leases and agreements, franchise agreements, agreements for the sale, lease, or exchange of goods or other property, agreements for the performance of services, permits, variances, licenses, certificates and entitlements; (ii) all material agreements and instruments under which Grantor or any of its affiliates or the seller of the Land and/or Improvements have remaining rights or obligations in respect of Grantor’s acquisition of the Land and/or Improvements or equity interests therein; (iii) business licenses, variances, entitlements, certificates, state health department licenses, liquor licenses, food service licenses, certificates of need, and all other permits, licenses, and rights obtained from any governmental authority or private person; (iv) all rights of Grantor to receive monies due and to become due under or pursuant to the Property Agreements; (v) all claims of Grantor for damages arising out of or for breach of or default under the Property Agreements; and (vi) all rights of Grantor to terminate, amend, supplement, modify, or waive performance under the Property Agreements, to compel performance and otherwise to exercise all remedies thereunder, and, with respect to Property Agreements that are letters of credit, to make any draws thereon;

(h)All insurance or other settlement proceeds (or any unearned premiums therefor) relating to or arising out of the foregoing, all proceeds of a sale of all or any portion of the foregoing, and all causes of action, claims, compensation, awards, damages, proceeds, payments, relief, or recoveries, including interest thereon, as a result of any casualty or condemnation event of all or any part of the Land and/or Improvements or for any damage or injury to it or for any loss or diminution in value of the Land and/or Improvements (collectively, the “Proceeds”); and

(i)To the extent not included in the foregoing, all cash and non-cash proceeds, products, offspring, rents, revenues, issues, profits, royalties, income, benefits, additions, renewals, extensions, substitutions, replacements, and accessions of and to any and all of the foregoing.

TO HAVE AND TO HOLD the Secured Property and the rights, remedies, and privileges hereby granted and conveyed unto Trustee, its successors, and assigns, forever, in trust, and Grantor does hereby bind Grantor, its successors, and assigns, to warrant and forever defend the Secured Property unto Trustee, its successors, and assigns, forever, against the claim or claims of all persons whomsoever claiming or to claim the same, or any part thereof.

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Exhibit 10.3

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Exhibit 10.3

Section 2.02 Secured Obligations. This Deed of Trust is made and intended to secure the due and punctual payment and performance of the following obligations, indebtedness, and liabilities:

(a) the Note, providing, in part, that if certain defaults occur, the unpaid principal amount thereof and all accrued unpaid interest may be declared due and payable, at the holder’s option, prior to the stated maturity thereof, and providing further for the payment of reasonable attorney’s fees and other expenses of collection, subject to the terms and conditions of the Loan Documents; (b) any funds subsequently advanced by any Lender to or for the benefit of any Obligor, or as contemplated by any Loan Document and all other indebtedness or monetary obligations, of whatever kind or character, owing or which may hereafter become owing by any Obligor to any Lender pursuant to the Loan Documents, whether such indebtedness is direct or indirect, primary or secondary, fixed or contingent, or arises out of or is evidenced by note, deed of trust, endorsement, surety agreement, letter of credit, reimbursement agreement, guaranty, or otherwise, it being contemplated that any Obligor may hereafter become indebted to the Beneficiary in further sum or sums; and (c) the obligations of any party (other than Beneficiary) from time to time arising under the Loan Documents, all other agreements, duties, indebtedness, obligations and liabilities of any kind of any Obligor and any other party (other than Beneficiary) under, out of, or in connection with the other Loan Documents or any other document made, delivered or given in connection with any of the foregoing, in each case, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether allowed in any bankruptcy, insolvency, receivership or other similar proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several(all of the aforesaid, the “Secured Indebtedness”). The Secured Indebtedness shall be payable in accordance with the Note; and, unless otherwise provided herein or in the instruments evidencing the Secured Indebtedness, shall bear interest as provided therein. In addition, any and all reasonable attorney’s fees and expenses of collection payable under the terms of the Loan Documents shall be and constitute a part of the Secured Indebtedness secured hereby. This Deed of Trust shall also secure all renewals, rearrangements, extensions, and increases of any of the Secured Indebtedness; and (c) any and all obligations of any Obligor under the Loan Documents that are not related to timely making the required payments on the Secured Indebtedness (the “Nonpecuniary Obligations”). The Secured Indebtedness and the Nonpecuniary Obligations are collectively referred to herein as the “Secured Obligations.”

ARTICLE III ASSIGNMENT OF LEASES AND RENTS

Section 3.01 Assignment of Leases and Rents.

(a)As additional collateral security for the payment of the Secured Indebtedness and the performance of the Nonpecuniary Obligations, Grantor grants, assigns, and transfers to Beneficiary and its successors and assigns a security interest in all of Grantor’s right, title, and interest in, to, and under the Leases and Rents, whether now owned or subsequently acquired by Grantor and the right to receive, collect, and possess all Rents.

(b)Such grant, assignment, and transfer shall not be construed to: (i) bind Beneficiary to the performance of any of the covenants, conditions, or provisions contained in any of the Leases

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Exhibit 10.3

or otherwise impose any obligation on Beneficiary; or (ii) create or operate to impose any obligation upon Beneficiary for: (A) the control, care, maintenance, management, or repair of

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Exhibit 10.3

the Secured Property; (B) any dangerous or defective condition of the Secured Property, including, without limitation, the presence of any environmental contamination or condition;

(C) any waste committed on the Secured Property by any person; and/or (D) any negligence in the management, upkeep, repair, or control of the Secured Property.

(c)Beneficiary may exercise its rights relating to the Rents, in Beneficiary’s sole discretion and without prejudice to any particular remedy, as provided herein or as otherwise allowed by applicable law, including without limitation, Title 5, Chapter 64 of the Texas Property Code, the Texas Assignment of Rents Act (TARA) (as amended), and any replacement statute relating to the assignment of rents.

Section 3.02 Revocable License.

In addition to the security interest granted in Article IV hereof, Grantor GRANTS, BARGAINS, SELLS, ASSIGNS, TRANSFERS, and CONVEYS unto Beneficiary the Leases and Rents TO HAVE AND TO HOLD forever. Until delivery of a notice (an “Assignment Exercise Notice”) of an exercise of the assignment of Leases and Rents following an Event of Default, Beneficiary grants to Grantor a revocable license (the “License”) to collect and receive the Rents and administer the Leases. Under the License, Grantor will have the right to receive rents and to use the rents collected in any manner consistent with the Loan Documents.

Each tenant under the Leases shall pay Rents directly to Grantor under the License; provided, however, during the continuance of an Event of Default and after delivery of an Assignment Exercise Notice, the License will automatically be revoked and Beneficiary will immediately be entitled to possession of the Rents.

Upon delivery of an Assignment Exercise Notice, each tenant under the Leases is authorized and directed to pay directly to Beneficiary all Rents thereafter accruing and the receipt of Rents by Beneficiary will be a release of such tenant to the extent of all amounts so paid. The receipt by a tenant of an Assignment Exercise Notice will be sufficient and irrevocable authorization for such tenant to make all future payments of Rents directly to Beneficiary and each such tenant will be entitled to rely on such Assignment Exercise Notice. Beneficiary will apply all Rents actually collected by Beneficiary: (w) first, to the payment of costs and expenses related to the collection of Rents, the taking and retaining possession of the Secured Property and placing it in a rentable condition, operating expenses relating to the Secured Property and complying with the terms of the Leases, (x) second, to any unpaid interest due on the Secured Indebtedness, the principal balance of the Secured Indebtedness (whether or not due and payable), and any expenses owed by the Grantor to Beneficiary under the Loan Documents; (y) third, to such persons or entities as payments that may be required by applicable laws; and (z) fourth, to the applicable Grantor.

Section 3.03 Certain Rights of Beneficiary.

(a)The Assignment Exercise Notice is intended solely for the benefit of each tenant and will not inure to the benefit of Grantor. It shall not be necessary for Beneficiary to institute legal proceedings of any kind whatsoever to enforce the provisions of such assignment. Without impairing its rights hereunder, Beneficiary may, at its option, at any time and from time to time, release to Grantor Rents received by Beneficiary or any part thereof. Grantor will not, under any circumstances, receive credit for the value or present value of the Rents, but only

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Exhibit 10.3

for the actual amount of Rents as and when received by Beneficiary and applied to the Secured Indebtedness.

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Exhibit 10.3

(b)Neither the acceptance by Beneficiary of this Deed of Trust nor the exercise of any rights concerning the Rents will: (i) deem Beneficiary to be a “mortgagee in possession;” or (ii) obligate Beneficiary to: (A) appear in or defend any action or proceeding relating to the Leases, Rents, or the Secured Property; (B) take any action hereunder; (C) expend any money or incur any expenses or perform or discharge any obligation, duty, or liability with respect to any Lease; (D) assume any obligation or responsibility for any tenant deposits which are not physically delivered to Beneficiary; or (E) assume any obligation or responsibility for any injury or damage to person or property sustained in or about the Secured Property, except to the extent caused by the act or omission of the Beneficiary.

(c)Notwithstanding anything to the contrary contained herein, Beneficiary is entitled to all the rights and remedies of an assignee as set forth in the TARA under Chapter 64 of the Texas Property Code. This Deed of Trust shall constitute and serve as a security instrument under the TARA. Beneficiary shall have the ability to exercise its rights related to the Leases and Rents, in Beneficiary’s sole discretion and without prejudice to any other remedy available, as provided in this Deed of Trust or as otherwise allowed by applicable law, including, without limitation, the TARA.

ARTICLE IV

SECURITY AGREEMENT AND FIXTURE FILING

Section 4.01 Security Agreement. This Deed of Trust shall also constitute a security agreement and fixture filing within the meaning of the UCC with respect to all of Grantor’s present and future estate, right, title, and interest in, to, and under the Fixtures and Equipment and any portion of the Secured Property that is not real property (the “Personal Property”). Grantor hereby grants to Beneficiary a security interest in and to the Personal Property and the Fixtures and Equipment and every component thereof, and transfers and assigns to Beneficiary all of Grantor’s present and future estate, right, title, and interest in, to, and under the Personal Property and the Fixtures and Equipment and every component thereof, to secure the due and punctual payment and performance of all of the Secured Obligations as and when the same become due and payable, whether at the stated maturity date, by acceleration, or otherwise. With respect to the Fixtures and Equipment, upon the occurrence and during the continuance of an Event of Default, Beneficiary shall also have the right: (a) to proceed against the Fixtures and Equipment in accordance with Beneficiary’s rights and remedies with respect to the Land, in which event the provisions of the UCC shall not govern the default and Beneficiary’s remedies; or (b) to proceed against the Fixtures and Equipment separately from the Land in accordance with the UCC. If Beneficiary elects to proceed under the UCC, then thirty (30) days’ notice of sale of the Personal Property and/or the Fixtures and Equipment shall be deemed reasonable notice and the reasonable expenses of retaking, holding, preparing for sale, selling, and the like incurred by Beneficiary shall include, but not be limited to, reasonable attorneys’ fees and expenses. Grantor authorizes Beneficiary to file financing and continuation statements under the UCC in such filing offices as may be necessary, advisable, or required by law in order to create, establish, perfect, preserve, and protect the security interest hereunder.

Section 4.02 Fixture Filing. To the extent permitted under applicable law, the filing or recording of this Deed of Trust is intended to and will constitute a fixture filing with respect to the portions of the Secured Property that are or are to become Fixtures and Equipment. For

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Exhibit 10.3

purposes of the UCC, the “Secured Party” is Beneficiary and the “Debtor” is Grantor. The name, type of

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Exhibit 10.3

organization, jurisdiction of organization, and mailing addresses of Secured Party and of each Debtor are set out in the preamble to this Deed of Trust. The land to which the Fixtures and Equipment are related is the Land, and Debtor is the record owner of the Land.

Section 4.03 Other Security Agreement; Harmonization of Conflicts. If any Obligor has executed and delivered to Beneficiary one or more separate security agreements in connection with the Secured Obligations, such security agreements and the security interests created thereby are in addition to and not in substitution of this Deed of Trust and the liens and security interests created hereby, and this Deed of Trust shall be in addition to and not in substitution of such security agreements and security interests. In all cases, this Deed of Trust and the aforesaid security agreements shall be applied and enforced in harmony with and in conjunction with each other to the end that Beneficiary realizes fully upon its rights and remedies in each and the liens and security interests created by each. If conflicts exist among this Deed of Trust and such other security agreements, Beneficiary may elect which of such instruments govern with respect to each category of Secured Property encumbered hereby and thereby.

ARTICLE V

GRANTOR’S REPRESENTATIONS, WARRANTIES, AND COVENANTS

Section 5.01 Grantor’s Covenants.

(a)Without Beneficiary’s prior written consent, which may be withheld in Beneficiary’s sole discretion, Grantor shall not grant, bargain, sell, assign, transfer, convey, lease, let, mortgage, pledge, encumber, create, or permit a lien on or security interest in, or otherwise hypothecate all or any part of the Secured Property except for: (i) the Permitted Exceptions; and (ii) other liens, encumbrances, and transfers expressly permitted under the Note or other Loan Documents.

(b)Grantor shall forever warrant and defend the title to the Secured Property unto Beneficiary against the claims of all persons claiming by, through or under Grantor.

(c)Grantor shall pay to Beneficiary the Secured Indebtedness with interest thereon as and when the same becomes due and payable in accordance with the terms thereof and shall perform and comply with all of the Nonpecuniary Obligations and the covenants and provisions of the Note.

(d)Grantor represents and warrants that it has full right and authority to make the conveyance and grant the security interests pursuant to the Loan Documents.

Section 5.02 Covenants Regarding Ground Leases.

(a)Grantor shall at all times fully perform and comply with all the agreements, covenants, terms and conditions imposed upon the Grantor under the Ground Leases, and if Grantor shall fail so to do, Beneficiary may (but shall not be obligated to) take any action Beneficiary deems necessary or desirable to prevent or cure any default thereunder including, without limitation, performance of any of the Grantor’s covenants or obligations under the Ground Leases; provided, however, to the extent that an Event of Default is not continuing, Beneficiary shall allow Grantor an opportunity to cure any such breach under the applicable

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Exhibit 10.3

Ground Lease by providing to Grantor not less than 5 Business Days’ prior notice of Beneficiary’s intent to exercise any action pursuant to this Section 5.02(a) and, to the extent Grantor has failed to cure

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Exhibit 10.3

any such breach within such 5 Business Day period in Beneficiary’s reasonable determination, Beneficiary shall have the right (and not the obligation) to take any action Beneficiary deems necessary or desirable to prevent or cure any such default. Upon Beneficiary’s request, Grantor will submit satisfactory evidence of payment of all of its monetary obligations under the Ground Leases (including but not limited to rents, taxes, assessments, insurance premiums and operating expenses).

(b)Upon receipt by Beneficiary from the Landlord under the applicable Ground Lease of any written notice of default by Grantor, Beneficiary may rely thereon and take such action as aforesaid to cure such default even though the existence of such default or the nature thereof be questioned or denied by Grantor. Beneficiary may pay and expend such sums of money as Beneficiary in its sole discretion deems necessary for any such purpose, and Grantor hereby agrees to pay to Beneficiary, immediately and without demand, all such sums so paid and expended by Beneficiary, together with interest thereon from the date of each such payment at the Default Rate (as defined in the Note). All sums so paid and expended by Beneficiary, and the interest thereon, shall be added to and be secured by the lien of this Deed of Trust.

(c)Grantor shall not surrender its leasehold estate and its interest created under the Ground Leases, nor terminate or cancel any of the Ground Leases.

(d)So long as any of the Secured Obligations remain unpaid or unperformed, the fee title to and the leasehold estate in the Land subject to the Ground Leases shall not merge but shall always be kept separate and distinct notwithstanding the union of such estates in the landlord under the applicable Ground Lease or Grantor, or in a third party, by purchase or otherwise. If Grantor acquires the fee title or any other estate, title or interest in the Land, or any part thereof by the exercise of any purchase option or right under the applicable Ground Leases or otherwise, the lien of this Deed of Trust shall attach to, cover and be a lien upon such acquired estate, title or interest and the same shall thereupon be and become a part of the Secured Property with the same force and effect as if specifically encumbered herein. Grantor agrees to execute all instruments and documents that Beneficiary may reasonably require to ratify, confirm and further evidence the lien of this Deed of Trust on the acquired estate, title or interest. Furthermore, Grantor hereby appoints Beneficiary as its true and lawful attorney-in- fact to execute and deliver, after the occurrence and during the continuation of an Event of Default, all such instruments and documents in the name and on behalf of Grantor. This power, being coupled with an interest, shall be irrevocable as long as any portion of the Secured Obligations remain unpaid or unsatisfied.

ARTICLE VI REMEDIES

Section 6.01 Remedies Following an Event of Default. Upon the occurrence and during the continuance of an Event of Default, in addition to any other rights, remedies, and powers that Beneficiary may have under the other Loan Documents or as provided by law, Beneficiary (either personally or by its agents, nominees, or attorneys) may immediately take such action as it deems advisable to protect and enforce the lien and security interest hereof and its rights hereunder, including without limitation the following actions, each of which may be pursued in

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Exhibit 10.3

its own name or in the name of Grantor, concurrently or otherwise, at such time and in such manner as Beneficiary may determine in its sole discretion, without impairing or otherwise affecting the other rights, remedies, and powers of Beneficiary:

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Exhibit 10.3

(a)Entry and Possession. (i) Enter upon and take possession of the Secured Property, with or without the appointment of a Receiver or an application therefor; (ii) dispossess and exclude Grantor and its agents and servants wholly therefrom by summary proceedings or otherwise;

(iii) take possession of all books, records, and accounts relating thereto; (iv) use, operate, manage, control, insure, maintain, repair, restore, improve, alter, and otherwise deal with all and every part of the Secured Property and conduct the business thereat; (v) make, cancel, enforce, or modify Leases and obtain and evict tenants; or (vi) demand, sue for, collect, and receive the Rents, incomes, issues, and profits of the Secured Property and apply the same, after payment of all charges and expenses (including reasonable attorneys’ fees and expenses), on account of the Secured Obligations.

(b)Payment of Sums. (i) Pay any sums in any form or manner deemed expedient by Beneficiary to protect the lien and security interest of this Deed of Trust or to cure any Event of Default other than payment of principal of or interest on the Secured Indebtedness; and (ii) make any payment hereby authorized to be made according to any bill, statement, or estimate furnished or procured from the appropriate public officer or the party claiming payment without inquiry into the accuracy or validity thereof, and the receipt of any such public officer or party in the hands of Beneficiary shall be conclusive evidence of the validity and amount of items so paid, in which event the amounts so paid, with interest thereon from the date of such payment shall be added to and become a part of the Secured Indebtedness and be immediately due and payable to Beneficiary. Beneficiary shall be subrogated to any encumbrance, lien, claim, or demand, and to all the rights and securities for the payment thereof, paid or discharged with the principal sum secured hereby or by Beneficiary under the provisions hereof, and any such subrogation rights shall be additional and cumulative security to this instrument.

(c)Acceleration. Declare the entire Secured Indebtedness immediately due, payable, and collectible, regardless of maturity, and in that event, the entire Secured Indebtedness shall become immediately due, payable, and collectible; and thereupon Beneficiary may institute proceedings to foreclose this Deed of Trust, either by judicial action or by the exercise of the statutory power of sale, or to enforce its provisions or any of the indebtedness or obligations secured by this Deed of Trust.

(d)Foreclosure.

(i)Judicial Foreclosure. Institute a judicial foreclosure action in a court of competent jurisdiction and proceed to final judgment and execution for the amount of the Secured Indebtedness owed as of the date of the judgment, together with all costs of suit, reasonable attorneys’ fees, and interest on the judgment at the maximum rate permitted by law from the date of the judgment until paid. If Beneficiary is the purchaser of the Secured Property at the foreclosure sale, in lieu of paying cash, Beneficiary may make settlement for all or a portion of the purchase price by crediting the net sale proceeds (after deducting costs and expenses of enforcing the Secured Obligations including reasonable attorneys’ fees and expenses) against the Secured Indebtedness.

(ii)Foreclosure under a Power of Sale. By or through Trustee or otherwise, sell or offer for sale, in one or more sales, all or any part of the Secured Property, in such portions, order, and parcels as Beneficiary may determine, with or without having first

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Exhibit 10.3

taken possession of same, to the highest bidder for cash (or credit on the Secured Indebtedness if Beneficiary or its affiliate or designee is the highest bidder) at public auction, by general warranty.

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Exhibit 10.3

Such sale shall be made at the courthouse of the county in which the Secured Property (or any portion thereof to be sold) is located, on the first Tuesday of any month between the hours of 10:00 A.M. and 4:00 P.M., or on the first Wednesday of the month if the first Tuesday is January 1 or July 4, after giving legally adequate written notice of sale of that portion of the Secured Property to be sold, at least twenty-one (21) consecutive days prior to the date of said sale: (A) by posting at the courthouse of each county in which the Secured Property (or the portion thereof to be sold) is located, either on the courthouse door or in the location otherwise designated by the commissioner’s court of said county, a written notice of sale complying with the requirements of Section 51.002 of the Texas Property Code, as such statute may be amended or replaced as of the date of such notice;

(B) by filing in the office of the county clerk of each county in which the Secured Property (or the portion thereof to be sold) is located, a copy of the notice posted under subparagraph (A); and (C) by serving written notice of the sale on each debtor who, according to the records of Beneficiary, is obligated to pay the Note (and, in the event the proceeds of the foreclosure sale are to be applied to a portion of the Secured Indebtedness other than or in addition to amounts secured by the Note, then to each debtor who, according to the records of Beneficiary, is obligated to pay such portion of the Secured Indebtedness), such service to be complete and effective when the notice is deposited in the United States mail, postage prepaid, sent by certified mail, and addressed to the debtor at the debtor’s last known address as shown in the records of Beneficiary.

(iii)Compliance with Applicable Law. Accomplish the necessary notice and the sale in such manner as permitted or required by Title 5, Section 51.002 of the Texas Property Code relating to the sale of real property under contract lien and/or by Chapter 9 of the Texas Business and Commerce Code relating to the sale of collateral after default by a debtor (as said title and chapter now exist or may hereafter be amended or succeeded), or by any other present or subsequent laws or regulations relating to same. In instances where the Secured Property is located in states other than Texas, such sales shall be made in accordance with legal requirements for such state, including, to the extent relevant, the Uniform Commercial Code in effect for such state (also included in the defined term “UCC”). Nothing in this paragraph shall be construed to limit in any way Trustee’s right to sell the Secured Property by private sale if, and to the extent that, such private sale is permitted under the laws of the state where the Secured Property (or that portion thereof to be sold) is located, or by public or private sale after entry of a judgment by any court of competent jurisdiction ordering same. At any such sale: (A) whether made under the power of sale herein contained, the Texas Property Code, the UCC, any other legal requirement, by virtue of any judicial proceedings, or any other legal right, remedy, or recourse, it will not be necessary for Trustee to have physically present, or to have constructive possession of, the Secured Property (Grantor hereby covenanting and agreeing to deliver to Trustee any portion of the Secured Property not actually or constructively possessed by Trustee immediately upon demand by Trustee), and the title to and right of possession of any such Secured Property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to the purchaser at such sale; (B) to the fullest extent permitted by applicable law, Grantor will be entirely and irrevocably divested of all its right, title, interest, claim, and demand whatsoever, either at law or in equity, in and to the Secured Property sold, and such sale shall be a perpetual bar both at law and in equity against Grantor, and against any and all other

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Exhibit 10.3

persons claiming the Secured Property sold or any part thereof, by, through, or under Grantor; (C) any and all recitals and other statements of fact made in any instrument of conveyance evidencing any foreclosure sale

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Exhibit 10.3

hereunder as to nonpayment of the Secured Indebtedness or as to the occurrence of any Event of Default, or as to Beneficiary having declared all of the Secured Indebtedness to be due and payable, or as to notice of time, place, and terms of sale and of the properties to be sold having been duly given, or as to any other act or thing having been duly done by Beneficiary, shall be taken as prima facie evidence of the truth of the facts so stated and recited; and (D) to the extent and under such circumstances as are permitted by law, Beneficiary (or any affiliates or designees thereof) may be a purchaser at any such sale and may bid credit against the Secured Indebtedness.

(iv)Right to Suspend, Postpone, Adjourn, or Cancel the Sale. Suspend bidding at any time and for any duration deemed appropriate by Trustee in Trustee’s sole and absolute discretion for purposes of requiring proof of a bidder’s financial ability and to confirm that the bidder can produce the funds for the cash bid, as long as the sale is completed within the statutorily prescribed timeframe.

(v)Delegation of Agent to Perform Ministerial Acts. Appoint or delegate any one or more persons as agent to perform any ministerial act or acts necessary or incidental to any sale held by Trustee, including the posting or filing of notices, but in the name and on the behalf of Trustee, its successor, or substitute. If Trustee or its successor, or substitute has given a notice of sale hereunder, any successor or substitute trustee thereafter appointed may complete the sale and the conveyance of the Secured Property under the notice of sale as if such notice of sale had been given by the successor or substitute trustee conducting the sale.

(vi)Sale in Parcels. Sell the Secured Property or any part thereof together or separately, in one sale or separate sales, in one parcel and as an entirety, or in such parcels, manner, or order as the Beneficiary in its sole discretion may elect, and one or more exercises of the rights and powers herein granted shall not extinguish or exhaust Beneficiary’s rights and powers unless the entirety of the Secured Property is sold or the Secured Indebtedness is paid in full.

(vii)Application of Foreclosure Sale Proceeds. Receive the proceeds of the sale and apply same as follows: (A) to the payment of all expenses of advertising, selling, and conveying the Secured Property or any part thereof, and/or prosecuting or otherwise collecting Rents, proceeds, premiums, or other sums including reasonable attorneys’ fees and expenses and the reasonable fees and expenses of Trustee; (B) to that portion, if any, of the Secured Indebtedness for which no party is personally liable for payment; (C) to the payment of all amounts other than the principal amount of the Secured Indebtedness and accrued unpaid interest thereon that may be due to Beneficiary under this Deed of Trust, including amounts due based on the breach or failure by any Obligor to meet any Nonpecuniary Obligations;

(D) to the payment of all accrued but unpaid interest on the Secured Indebtedness; (E) to the matured portion of principal of the Secured Indebtedness; (F) to prepayment of the unmatured portion, if any, of the principal in inverse order of maturity; (G) to the lender of any inferior liens covering the Secured Property, if any, in order of the priority of such inferior liens (to allocate priority, Trustee and Beneficiary may rely on a commitment for title insurance); and (H) to Grantor.

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Exhibit 10.3

(e)Other Rights. Exercise any and all rights, remedies, and powers accruing to a secured party under this Deed of Trust, the other Loan Documents, the UCC, any other applicable law, or available in equity.

Section 6.02 Receiver. In any action to foreclose this Deed of Trust, or upon the occurrence and during the continuance of an Event of Default, Beneficiary will have the right, without: (a) notice to Grantor or any other party; (b) a showing of insolvency of Grantor; (c) a showing of waste, imminent harm, fraud, or mismanagement with respect to the loan or the Secured Property;

(d) regard to the sufficiency of the security for the repayment of the Secured Indebtedness; or (e) the necessity of filing any proceeding other than a proceeding for appointment of a receiver, to apply for the appointment of a receiver, trustee, liquidator, or conservator (a “Receiver”) of the Rents and profits or of the Secured Property or both, and shall be entitled to the appointment of such Receiver as a matter of right, without consideration of the value of the Secured Property as security for the amounts due Beneficiary, or the solvency of any person or entity liable for the payment of such amounts. Grantor hereby consents to such appointment and waives notice of any application therefor (except as may be required by applicable law).

Section 6.03 Beneficiary’s Right to Sue. Beneficiary shall have the right from time to time to sue for any sums, whether interest, principal, or any installment of either or both, taxes, penalties, or any other sums required to be paid under the terms of this Deed of Trust, without regard to whether or not all of the Secured Indebtedness shall be due on demand and without prejudice to the right of Beneficiary thereafter to enforce any appropriate remedy against Grantor, including an action of foreclosure, or any other action, for a default or defaults by Grantor existing at the time such earlier action was commenced.

Section 6.04 No Obligation to Marshal Assets. In exercising its rights and remedies hereunder, Beneficiary shall have no obligation whatsoever to marshal assets, or to realize upon all of the Secured Property. Beneficiary shall have the right to realize upon all or any part of the Secured Property from time to time as Beneficiary deems appropriate. Grantor hereby waives any right to have any of the Secured Property marshaled in connection with any sale or other exercise of Beneficiary’s rights, remedies, and powers hereunder.

Section 6.05 Remedies Cumulative. The rights, powers, and remedies of Beneficiary granted and arising under this Deed of Trust and the other Loan Documents are separate, distinct, and cumulative of other rights, powers, and remedies granted herein or therein and all other rights, powers, and remedies that Beneficiary may have at law or in equity, none of which are to the exclusion of the others and all of which are cumulative to the rights, powers, and remedies provided at law for the collection of indebtedness, enforcement of rights under deeds of trust, and preservation of security. No act of Beneficiary shall be construed as an election to proceed under any one provision herein or under the Note, this Deed of Trust, or any other Loan Document to the exclusion of any other provision, or an election of remedies to the bar of any other remedy allowed at law or in equity, anything herein or otherwise to the contrary notwithstanding.

Section 6.06 Discontinuance of Proceedings. If Beneficiary commences the enforcement of any right, power, or remedy, whether afforded under this Deed of Trust or otherwise, and including without limitation foreclosure or entry upon the Secured Property, and such enforcement is then discontinued or abandoned for any reason, or is determined adversely to

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Exhibit 10.3

Beneficiary, then and in every such case Grantor and Beneficiary shall be restored to their former positions and rights

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Exhibit 10.3

hereunder, without waiver of any Event of Default and without novation, and all rights, powers, and remedies of Beneficiary shall continue as if no such enforcement had been commenced.

Section 6.07 Expenses. Grantor shall reimburse Beneficiary within thirty (30) days after demand for all reasonable documented out-of-pocket costs, fees, and expenses (including reasonable expenses and fees of its outside counsel) incurred by Beneficiary in connection with the enforcement of Beneficiary’s rights, powers, or remedies hereunder, all of which sums are part of the Secured Indebtedness and are secured by this Deed of Trust.

Section 6.08 Grantor as Tenant at Sufferance. If Grantor or its successors, assigns, or tenants remain in possession of the Secured Property after the Secured Property is sold or transferred as provided above or after Beneficiary otherwise becomes entitled to possession of the Secured Property, then Grantor and its successors, assigns, and tenants shall become tenants at sufferance of Beneficiary or the purchaser of the Secured Property and shall either: (a) pay a reasonable rental for the use of the Secured Property after the date of such sale or transfer of possession; or (b) vacate the Secured Property immediately upon the demand of Beneficiary or such purchaser. If Grantor or its successors, assigns, or tenants fail to vacate the Secured Property as required under this paragraph, then Grantor and its successors, assigns, and tenants may be summarily dispossessed in accordance with the provisions of law applicable to tenants holding over.

Section 6.09 Grantor’s Waivers. To the fullest extent permitted by law, Grantor, for itself and its successors and assigns, and for any and all persons ever claiming any interest in the Secured Property, except as otherwise provided herein or in the other Loan Documents, hereby:

(a)Waives and renounces all right of homestead exemption in the Secured Property and any other right to designate all or any portion of the Secured Property as exempt from forced sale under any provision of the Constitution or the laws of the United States, the State of Texas, or any other state in the United States.

(b)Acknowledges the right to accelerate the Secured Indebtedness and the power given to Beneficiary to sell the Secured Property by foreclosure without any notice other than such notice (if any) as is specifically required to be given hereunder or under applicable law in connection with the enforcement of the Secured Indebtedness or the taking of any action to collect sums owing under the Loan Documents.

(c)Waives the benefit of all laws now or subsequently in effect providing for: (i) any appraisement before sale of any portion of the Secured Property; (ii) any extension of the time for the enforcement of the collection of the Secured Indebtedness or the creation or extension of a period of redemption from any sale made in collecting such debt; and (iii) exemption of the Secured Property from attachment, levy, or sale under execution or exemption from civil process.

(d)Agrees not at any time to insist upon, plead, claim, or take the benefit or advantage of any law now or hereafter in force providing for any appraisement, valuation, stay, exemption, extension, or redemption, or requiring foreclosure of this Deed of Trust before exercising any other remedy granted hereunder.

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Exhibit 10.3

Section 6.10 Right to Cure Violations. If Grantor or Beneficiary receives notice of a current or pending violation of any applicable law, rule, regulation, ordinance, code, requirements,

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Exhibit 10.3

covenants, conditions, restrictions, orders, licenses, permits, or approvals related to the maintenance, repair, replacement, nuisance, or other condition of the Secured Property or any Improvements or tangible property thereon (a “Compliance Notice”) and an Event of Default has occurred and is continuing, then Beneficiary and any person authorized by Beneficiary shall have the right, but not the obligation, to enter upon the Secured Property at any reasonable time to repair, alter, replace, clean up, or perform any necessary or appropriate work or maintenance activities that, in Beneficiary’s sole discretion, are necessary or advisable to comply with the requirements of the Compliance Notice and cure the alleged, possible, or pending violation. Beneficiary shall have the right to remove any tangible property, motor vehicles, rubbish, stored materials, debris, refuse, trash, or other items on the Secured Property and to dispose of the same as Beneficiary may determine in its sole discretion without being deemed guilty of trespass or theft of such items.

ARTICLE VII MISCELLANEOUS

Section 7.01 Amendments, Extensions, and Modifications. No amendment, supplement, or other modification of this Deed of Trust shall be effective unless it is in writing and executed by Grantor and Beneficiary.

Section 7.02 Counterparts; Entire Agreement. This Deed of Trust and any amendments, waivers, consents, or supplements hereto may be executed in counterparts, each of which shall constitute an original, but all taken together shall constitute a single contract. This Deed of Trust and the other Loan Documents constitute the entire agreement between Grantor and Beneficiary with respect to the subject matter hereof and supersede all previous agreements and understandings, oral or written, with respect thereto. Delivery of an executed counterpart of a signature page to this Deed of Trust and the Loan Documents or any amendment, modification, or supplement thereto by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Deed of Trust and the Loan Documents.

Section 7.03 Successors and Assigns. Grantor may not assign or transfer this Deed of Trust or any of its rights hereunder without the prior written consent of Beneficiary. This Deed of Trust shall inure to the benefit of and be binding upon the parties hereto and their permitted assigns. The terms “Grantor” and “Beneficiary” shall include the legal representatives, heirs, executors, administrators, successors, and assigns of the parties hereto, and all those holding under either of them.

Section 7.04 No Merger. In the event that Beneficiary’s interest under this Deed of Trust and title to the Secured Property or any estate therein shall become vested in the same person or entity, this Deed of Trust shall not merge in such title but shall continue as a valid lien on the Secured Property for the amount secured hereby, unless expressly provided otherwise in a writing executed by the person in whom such interests, title, and estate are vested.

Section 7.05 Relationship of Parties. The relationship of Beneficiary to Grantor is that of a creditor or a lender to an obligor (inclusive of a person obligated on a supporting obligation) or a debtor; and in furtherance thereof and in explanation thereof, Beneficiary has no fiduciary, trust, advisor, business consultant, guardian, representative, partnership, joint venture, or other similar

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Exhibit 10.3

relationship to or with Grantor and no such relationship shall be drawn or implied from this Deed of Trust or any of Beneficiary’s actions or inactions hereunder or with respect hereto or from any prior relationship between the parties. Beneficiary has no obligation to Grantor or any other person

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Exhibit 10.3

relative to administration of the Secured Indebtedness or the Secured Property, or any part or parts thereof.

Section 7.06 Commercial Transaction. The interest of Beneficiary under this Deed of Trust and the liability and obligation of Grantor for the payment and performance of the Secured Obligations arise from a commercial transaction.

Section 7.07 Joint and Several Liability. If more than one party executes this Deed of Trust as a grantor, the term “Grantor” means all parties signing, and each of them, and each agreement, Nonpecuniary Obligation, and Secured Indebtedness of Grantor shall be and mean the several as well as joint undertaking of each of them.

Section 7.08 Headings. The headings of the various articles, sections, and subsections in this Deed of Trust are for reference only and shall not define, expand, or limit any of the terms or provision hereof.

Section 7.09 Severability. If any term or provision of this Deed of Trust is found to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Deed of Trust or invalidate or render unenforceable such term or provision in any other jurisdiction.

Section 7.10 Governing Law. This Deed of Trust and any claim, controversy, dispute, or cause of action (whether in contract, equity, tort, or otherwise) based upon, arising out of, or relating to this Deed of Trust and the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of Texas, without regard to principles of conflicts of law.

Section 7.12 Submission to Jurisdiction. Subject to Section 9.2 of the Note, each party hereto hereby irrevocably and unconditionally: (i) agrees that any legal action, suit, or proceeding arising out of or relating to this Deed of Trust shall be brought in the state or federal courts of the State of New York; and (ii) submits to the jurisdiction of any such court in any such action, suit, or proceeding.

Section 7.13 Waiver of Venue. Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Deed of Trust or the Secured Obligations in any court referred to in Section 7.12 and the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Section 7.14 Notices. Unless specifically stated otherwise in this Deed of Trust, all notices, requests, and communications required or permitted to be delivered hereunder shall be in writing and delivered to all persons at the addresses below, by one of the following methods:

(a)Hand delivery, whereby delivery is deemed to have occurred at the time of delivery.

(b)A nationally recognized overnight courier company, whereby delivery is deemed to have occurred the business day following deposit with the courier.

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Exhibit 10.3

(c)Registered or certified United States mail, signature required and postage-prepaid, whereby delivery is deemed to have occurred on the third business day following deposit with the United States Postal Service.

(d)Electronic transmission (facsimile or e-mail) provided that the transmission is completed no later than 5:00 p.m. Central Standard Time on a business day and the original also is sent via overnight courier or United States mail, whereby delivery is deemed to have occurred at the end of the business day on which electronic transmission is completed.

To Grantor:    Name: Leoncito Project, L.L.C. Address: c/o enCore Energy Corp.

101 N. Shoreline

Corpus Christi, Texas 78401 E-mail: pgoranson@encoreuranium.com Attn.: Paul Goranson

with a copy to:    Name:    Greg Zerzan, General Counsel and Chief Administrative Officer

E-mail: gzerzan@encoreuranium.com

To Beneficiary:    Name: David Frydenlund

Address: 225 Union Blvd., Suite 600

Lakewood, Colorado 80228 E-mail: dfrydenlund@energyfuels.com

with a copy to:    Name: James Guttman

Address: c/o Dorsey & Whitney, LLP TD Canada Trust Tower

Brookfield Place 161 Bay Street, Suite 4310 Toronto, ON M5J 2S1

Canada

E-mail: guttman.james@dorsey.com

To Trustee:    Name: Steven R. Smith

Address: c/o Dorsey & Whitney, LLP 200 Crescent Court, Suite 1600

Dallas, TX 75201

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Exhibit 10.3

E-mail: smith.steve@dorsey.com

Any party may change its address for purposes of this Section 7.14 by giving written notice as provided in this Section 7.14.

All notices and demands delivered by a party’s attorney on a party’s behalf shall be deemed to have been delivered by said party. Notices shall be valid only if served in the manner provided in this Section 7.14.

Section 7.15 No Waiver; No Course of Dealing; No Invalidity. No failure to exercise and no delay in exercising on the part of Beneficiary any right, remedy, or power hereunder or rights, remedies, and powers otherwise provided by law or available in equity shall operate as a waiver thereof or preclude the exercise thereof during the continuance of any Event of Default or if any subsequent Event of Default occurs, nor shall any single or partial exercise of any right, remedy, or power hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, or power. No action or inaction of Beneficiary under this Deed of Trust shall be deemed to constitute or establish a “course of performance or dealing” that would require Beneficiary to so act or refrain from acting in any particular manner at a later time under similar or dissimilar circumstances. Wherever possible, each provision of this Deed of Trust shall be interpreted in such manner as to be effective and valid to the maximum extent allowed under applicable law.

Section 7.16 Release of Deed of Trust.

(a)Release on Satisfaction of Secured Obligations. If at any time during the period of this Deed of Trust the Secured Indebtedness has been paid and the Nonpecuniary Obligations have been performed in full, no indebtedness remains outstanding under the Loan Documents, and Beneficiary has no further obligation under the Loan Documents to make any additional advances to Grantor, then Beneficiary will, upon written request of Grantor, execute and deliver to Grantor a release, reconveyance, satisfaction, or cancellation (a “Release”) of this Deed of Trust and such other documentation (including without limitation UCC-3 termination statements) as may be reasonably necessary to effectuate the release and termination of Beneficiary’s liens and security interests on the Secured Property.

(b)Release on Sale or Transfer of the Secured Property. If the Secured Property or any portion thereof is sold or otherwise transferred in accordance with the provisions of the Note, then Beneficiary will, upon Grantor’s written request, execute and deliver to Grantor a Release of this Deed of Trust with respect to such portion of the Secured Property as is so sold or transferred and such other documentation (including without limitation UCC-3 termination statements) as may be reasonably necessary to effectuate the release and termination of Beneficiary’s liens and security interests on such portion of the Secured Property.

(c)Compliance with Applicable Laws. The foregoing provisions relating to the release, reconveyance, satisfaction, or cancellation of this Deed of Trust shall not be deemed or construed to supersede any obligation of Beneficiary to cause the release, reconveyance, satisfaction, or cancellation of this Deed of Trust that may be addressed by applicable law of

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Exhibit 10.3

the State of Texas, and it is expressly declared to be the intention and agreement of Beneficiary to comply with the requirements of applicable law with respect to such obligation.

ARTICLE VIII

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Exhibit 10.3

TRUSTEE PROVISIONS

Section 8.01 Trustee’s Liability and Powers; Indemnification of Trustee. TRUSTEE WILL NOT BE LIABLE FOR ANY JUDGMENT ERROR OR ACT PERFORMED BY TRUSTEE IN GOOD FAITH, OR BE OTHERWISE RESPONSIBLE OR ACCOUNTABLE UNDER ANY CIRCUMSTANCES WHATSOEVER (INCLUDING FOR TRUSTEE’S OWN NEGLIGENCE AND/OR IN STRICT LIABILITY), EXCEPT FOR TRUSTEE’S GROSS

NEGLIGENCE OR WILLFUL MISCONDUCT. Trustee will have the right to rely on any instrument, document, or signature authorizing or supporting any action taken or proposed to be taken by Trustee hereunder that is believed by Trustee in good faith to be genuine. All monies received by Trustee shall, until used or applied as herein specified, be held in trust by Trustee for the purposes for which they were received, but need not be segregated in any manner from any other moneys (except to the extent required by law), and Trustee will be under no liability for interest on any moneys received by Trustee hereunder. GRANTOR SHALL REIMBURSE TRUSTEE FOR, INDEMNIFY, AND SAVE TRUSTEE HARMLESS AGAINST, ANY AND ALL LIABILITY AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPENSES) WHICH MAY BE INCURRED BY TRUSTEE IN THE PERFORMANCE OF TRUSTEE’S DUTIES UNDER THIS DEED OF TRUST (INCLUDING ANY LIABILITY AND EXPENSES RESULTING FROM TRUSTEE’S OWN NEGLIGENCE AND/OR STRICT

LIABILITY). The foregoing indemnity will not terminate upon release, foreclosure, or other termination of this Deed of Trust.

Section 8.02 Substitute Trustee. Beneficiary (or any agent, servicer, or special servicer acting on behalf of Beneficiary) may (without notice to Grantor) remove or replace Trustee, at any time, and/or from time to time, for any or no reason whatsoever, and Beneficiary (or any agent, servicer, or special servicer acting on behalf of Beneficiary) may, without notice and without specifying any reason therefor and without applying to any court, select and appoint a successor trustee or multiple successor trustees. Such appointment may be by instrument in writing, executed by any authorized agent or officer of Beneficiary, which need not be recorded to be effective, and all powers, rights, duties, and authority of Trustee, as set forth herein, shall thereupon become vested in such successor or successors. Such substitute trustee(s) shall not be required to give bond for the faithful performance of the duties of Trustee hereunder unless required by Beneficiary. The procedure provided for in this Section 8.02 for substitution of Trustee shall be in addition to and not in exclusion of any other provisions for substitution by law or otherwise. If multiple successor trustees are appointed as permitted hereunder, each of them shall be empowered to act hereunder without the joinder of any other successor trustees.

ARTICLE IX

STATE-SPECIFIC PROVISIONS

Section 9.01 State-Specific Provisions Control. In the event of any conflict between the terms and provisions set forth in this Article IX and the other terms and provisions of this Deed of Trust, this Article IX shall control.

Section 9.03 No Oral Agreements. IN ACCORDANCE WITH SECTION 26.02 OF THE TEXAS BUSINESS AND COMMERCE CODE, THE PARTIES ACKNOWLEDGE THAT

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Exhibit 10.3

THE WRITTEN LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,

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Exhibit 10.3

CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

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Exhibit 10.3

IN WITNESS HEREOF, Grantor has executed this Deed of Trust on the dates set forth in the acknowledgment below to be effective as of the date first set forth above.

Leoncito Project, L.L.C.

a Texas limited liability company

By:      Name:      Title:

STATE OF     §

§ COUNTY OF     §

This instrument was acknowledged before me on the      day of      by

, the      of     , a

, on behalf of said     , for the purposes and consideration therein stated.

Notary Public in and for the State of      [Seal]

Exhibit 10.3

EXHIBIT A LEGAL DESCRIPTION

Exhibit 10.3

EXHIBIT 7

FORM OF GUARANTY AGREEMENT

ATTACHED TO AND MADE A PART OF THAT CERTAIN MEMBERSHIP INTEREST PURCHASE AGREEMENT DATED NOVEMBER 13, 2022, BY AND AMONG EFR WHITE CANYON CORP., ENCORE ENERGY CORP., AND ENCORE ENERGY US CORP.

Exhibit 10.3

FORM OF GUARANTY AGREEMENT

THIS GUARANTY AGREEMENT (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this "Agreement") made and entered into as of

, 2022, by ENCORE ENERGY CORP., a British Columbia corporation ("Guarantor"), in favor of EFR WHITE CANYON CORP., a Delaware corporation (together with its successors and permitted assigns, “Lender”).

RECITALS

A.ENCORE ENERGY US CORP., a Nevada corporation (“Acquireco”), [EFR Alta Mesa LLC], a Texas limited liability company (“Alta Mesa”), Leoncito Plant, L.L.C., a Texas limited liability company (“Plant”), Leoncito Restoration, L.L.C., a Texas limited liability company (“Restoration”), and Leoncito Project, L.L.C., a Texas limited liability company (“Project” and, together with Acquireco, Alta Mesa, Plant, and Restoration, individually and collectively, as the context requires, the “Maker”), has delivered to Lender a Secured Promissory Note dated as of the date hereof (as the same may hereafter be amended, restated, or otherwise modified from time to time, the “Note”) pursuant to which Lender has agreed to extend to Maker certain credit accommodations consisting of a loan or loans in the stated principal amount of $60,000,000 (collectively, the "Loan"). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Note.

B.In order to induce Lender to make the Loan, and as additional security for the Loan and all other monies to be advanced under the Note and the other Loan Documents, Guarantor has agreed to give this Agreement.

C.Lender has refused to make the Loan unless this Agreement is executed by Guarantor and delivered to Lender.

Agreement

NOW, THEREFORE, in consideration of the recitals and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Guarantor hereby covenants and agrees as follows:

1.Guaranty. Guarantor hereby irrevocably, unconditionally and absolutely, guarantees to Lender the due and prompt payment (whether at stated maturity or earlier by acceleration or otherwise) and not just the collectability, of (a) all indebtedness, liabilities and other amounts and the due and prompt performance by Maker of all obligations to Lender arising under or relating to the terms of the Loan Documents of every kind, nature or description, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether allowed in any bankruptcy, insolvency, receivership or other similar proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several including, without limitation, all attorneys' fees and all other costs of collection, to the extent that Maker becomes fully liable to Lender for such amounts under the terms of the Loan Documents, and any extensions, renewals, refinancings or modifications of, or substitutes or replacements for, the Note or the other Loan Documents and the amount of any payments made to Lender or another by or on behalf of Maker that are recovered from Lender by a trustee, receiver, creditor or other party pursuant to applicable federal or state law, and (b) out-of-pocket costs and expenses (including, without limitation, all attorneys’ fees and expenses) incurred in connection with the enforcement of the rights of Lender under this Agreement (the payment and performance of the items set forth in this Section being hereinafter collectively referred to as the "Indebtedness Guaranteed").

Exhibit 10.3

2.Incorporation of Loan Documents. The Loan Documents (other than this Agreement) are hereby made a part of this Agreement by reference thereto with the same force and effect as if fully set forth herein and, to the best of Guarantor's knowledge, all representations and warranties made by Maker in the Loan Documents are true and correct.

3.Representations and Warranties. In order to induce Lender to make the Loan, Guarantor makes the representations and warranties to Lender set forth in this Section. Guarantor acknowledges that but for the truth and accuracy of the matters covered by the following representations and warranties, Lender would not have agreed to make the Loan. Guarantor represents and warrants to Lender as follows:

a.Neither the execution and delivery of this Agreement nor the performance of the provisions of the agreements herein contained on the part of Guarantor will result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under any agreement, indenture, loan or credit agreement or other instrument to which Guarantor is subject or result in the violation of any law, rule, regulation, order, judgment or decree to which Guarantor is subject.

b.There are no (i) bankruptcy proceedings involving Guarantor and none is contemplated; (ii) dissolution proceedings involving Guarantor and none is contemplated; (iii) unsatisfied judgments of record against Guarantor; or (iv) tax liens filed against Guarantor or its assets.

c.This Agreement has been duly executed and delivered by Guarantor and constitutes the legal, valid and binding obligation of Guarantor, enforceable in accordance with its terms, except as to enforcement of remedies, as may be limited by bankruptcy, insolvency or similar laws affecting generally the exercise and enforcement of creditor's rights and remedies.

d.There are no judgments, suits, actions or proceedings at law or in equity or by or before any governmental instrumentality or agency now pending against or, to the best of Guarantor's knowledge, threatened against or affecting Guarantor or its assets, or both, nor has any judgment, decree or order been issued against Guarantor or its assets, or both.

e.No consent or approval of any regulatory authority having jurisdiction over Guarantor is necessary or required by law as a prerequisite to the execution, delivery and performance of the terms of this Agreement.

f.Guarantor is not, as of the date hereof, (i) in default in the payment or performance of any of its obligations in connection with borrowed money or any other major obligation, or (ii) in default under any other material contract or agreement to which Guarantor is a party.

4.Reserved.

5.Payments. All payments due under this Agreement are payable upon demand by Lender and shall be paid in the manner set forth in the Note or at such other place as Lender shall notify Guarantor in writing.

6.Absolute and Unconditional Guaranty. This Agreement and the obligations of Guarantor under this Agreement constitute an absolute, present and continuing guaranty of payment and performance and not of collectability. The obligations of Guarantor under this Agreement are in no way conditioned or contingent upon any action or omission by Lender or upon any other action, occurrence, or circumstance

Exhibit 10.3

whatsoever. It is expressly understood and agreed that the obligations of Guarantor hereunder are and shall

Exhibit 10.3

be absolute under any and all circumstances and shall not be subject to any counterclaim, setoff, deduction or defense based upon any claim that Guarantor may have against Maker or Maker may have against Lender. Guarantor agrees that its liability hereunder shall be direct and immediate as a primary obligation and liability, irrespective of whether Lender has declared an Event of Default or commenced the exercise of any remedies under the Loan Documents, Lender may, at its option, proceed directly and at once, without notice, against Guarantor to collect and recover the full amount of the Indebtedness Guaranteed, or any portion thereof, without proceeding against Maker or any other person or entity, and/or without first foreclosing upon, selling, or otherwise disposing of or collecting or applying against any of the collateral for the Loan.

7.Waiver of Notice and Consent. The obligations of Guarantor hereunder shall remain in full force and shall not be impaired by: (a) any agreement extending or otherwise altering the time for or the terms of payment of all or any part of the sums due under the Note, any other Loan Document; (b) any express or implied modification, renewal, extension or acceleration of or to the Note, any other Loan Document; (c) any exercise or non-exercise by Lender of any right or privilege under any of the Loan Documents or this Agreement; (d) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Guarantor, Maker, or any affiliate of Maker or Guarantor, or any action taken with respect to this Agreement by any trustee or receiver or by any court in any such proceeding, whether or not Guarantor shall have had notice or knowledge of any of the foregoing;

(e) any release, settlement, compromise, waiver or discharge of any claim of Lender against Maker or any Guarantor from liability under any of the Loan Documents; (f) any subordination, compromise, settlement, release (by operation of law or otherwise), discharge, compound, collection, liquidation, waiver, modification, resort to, exercise or refrain from exercising any right Lender may have under any of the Loan Documents or any collateral, if any, described in any of the Loan Documents, this Agreement or otherwise, or any substitution with respect thereto; (g) any assignment or other transfer of any of the Loan Documents, in whole or in part; (h) any acceptance of partial performance of any of the obligations of Maker or Guarantor under any of the Loan Documents or this Agreement; (i) any consent to the transfer of any collateral, if any, described in any of the Loan Documents or otherwise; (j) any bid or purchase at any sale of the collateral, if any, described in any of the Loan Documents or otherwise; (k) any acceptance of additional security or guarantees of any kind; and (l) any additional loan or extension of credit to or for the benefit of Maker or Guarantor. Guarantor hereby agrees that Lender may from time to time without notice to or consent of Guarantor and upon such terms and conditions as Lender deems advisable take any of the above actions without affecting this Agreement.

8.Waiver of Defenses. Guarantor hereby unconditionally and absolutely waives the following defenses to enforcement of this Agreement: (a) any obligation on the part of Lender to protect, secure or insure any of the security given for the payment of the sums due under the Note and the other Loan Documents; (b) any defense arising by reason of the invalidity or unenforceability of any of the Loan Documents; (c) the release of any of the security given for the payment of the Note; (d) notice of acceptance of this Agreement by Lender; (e) notice of presentment, demands, demands for payment or performance, notice of non-performance, protests, notices of protest and notices of dishonor, notice of non-payment or partial payment and all other notices or formalities; (f) notice of any defaults under the Note or in the performance of any of the covenants and agreements contained therein or in any other Loan Document given as security for the Note; (g) any limitation or exculpation of liability on the part of Maker whether contained in the Note or otherwise; (h) the transfer or sale by Maker of the security, if any, given for the Note, the other Loan Documents or the Indebtedness Guaranteed or the diminution in value thereof; (i) any failure, neglect or omission on the part of Lender to realize on or protect the security, if any, given for the Note or the other Loan Documents; (j) any right to require that Lender

Exhibit 10.3

proceed against Maker or exercise its rights under the Loan Documents or exhaust its rights with respect to any security given in the Loan Documents prior to enforcing this Agreement; provided, however, at its sole discretion Lender may either in a separate action or an action pursuant to this Agreement pursue its remedies against Maker or any other

Exhibit 10.3

guarantor or surety, without affecting its rights under this Agreement; (k) notice to Guarantor of the existence of or the extending to Maker of the Loan; (l) any order, method or manner of application of any payments on the Loan, the Loan Documents or the Indebtedness Guaranteed; (m) any right to insist Lender disburse the full principal amount of the Note to Maker or the order, method, manner or amounts disbursed under the Note; (n) any defense arising by reason of the manner in which Lender has exercised its remedies;

(o) any right of subrogation and any rights to enforce any remedy which Lender now has or may hereafter have against Maker and any benefit of, and any right to participate in, any security now or hereafter held by Lender; (p) any defense of waiver, release, discharge in bankruptcy, statute of limitations, res judicata, statute of frauds, anti-deficiency statute, fraud, ultra vires acts, usury, illegality or unenforceability which may be available to Maker in respect of the Note or any other Loan Document; or (q) any setoff available against Lender to Maker whether or not on account of a related transaction. Guarantor further agrees that no act or thing, except for payment in full, which but for this provision might or could in law or in equity act as a release of the liabilities of Guarantor hereunder, shall in any way affect or impair this Agreement.

9.Deficiency. Guarantor expressly agrees that it shall be and remain liable for the Indebtedness Guaranteed to the extent that it constitutes a deficiency remaining after foreclosure of the security interest, if any, securing the Note, notwithstanding provisions of law that may prevent Lender from enforcing such deficiency against Maker.

10.Insolvency of Maker. The liability of Guarantor shall not be affected or impaired by any voluntary or involuntary dissolution, sale or other disposition of all or substantially all the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar event or proceeding affecting Maker or any of its assets.

11.Subordination to Indebtedness Guaranteed; No Subrogation.

a.Any indebtedness of Maker to Guarantor now or hereafter existing (including, but not limited to, any rights to subrogation that Guarantor may have as a result of any payment by Guarantor under this Agreement), together with any interest thereon, shall be, and such indebtedness is, hereby deferred, postponed and subordinated to the prior payment in full of the Indebtedness Guaranteed. Until payment in full of the Indebtedness Guaranteed, Guarantor agrees not to accept any payment or satisfaction of any kind of indebtedness of Maker to Guarantor and hereby assign such indebtedness to Lender, including the right to file proof of claim and to vote thereon in connection with any such proceeding under the U.S. Bankruptcy Code, including the right to vote on any plan of reorganization. Further, Guarantor agrees that until such payment in full of the Indebtedness Guaranteed, (a) Guarantor shall not accept payment from the others by way of contribution on account of any payment made hereunder by such party to Lender, (b) Guarantor will not take any action to exercise or enforce any rights to such contribution, and (c) if Guarantor should receive any payment, satisfaction or security for any indebtedness of Maker to Guarantor or for any contribution by any other guarantor for payment made hereunder by the recipient to Lender, the same shall be delivered to Lender in the form received, endorsed or assigned as may be appropriate for application on account of, or as security for, the Indebtedness Guaranteed and until so delivered, shall be held in trust for Lender as security for the Indebtedness Guaranteed.

b.In consideration of the benefits accruing to Guarantor from Maker, Guarantor hereby expressly waives all rights of subrogation, contribution, indemnification or other similar legal or equitable rights which Guarantor may now or hereafter otherwise be entitled to assert against

Exhibit 10.3

Maker, whether arising by contract, by operation of law (including, without limitation, any such right arising under the U.S. Bankruptcy Code) or otherwise with respect to or by reason of any payment by Guarantor under this Agreement or on account of the Loan in connection herewith.

Exhibit 10.3

Guarantor agrees that the payment of any amount or amounts by Guarantor pursuant to this Agreement shall not in any way entitle Guarantor whether at law, in equity or otherwise to any right to participate in any security held by Lender for the payment of the Indebtedness Guaranteed, any right to direct the application or disposition of any such security or any right to direct the enforcement of any such security.

c.Guarantor hereby agrees that this Agreement shall continue to be effective or be reinstated, as the case may be, if at any time payment of any amount due under this Agreement or otherwise with respect to the Loan is rescinded or must otherwise be restored or returned by Lender upon the insolvency, bankruptcy or reorganization of Maker, or for any other reason, whether by court order, administrative order or settlement, all as though such payment had not been made.

12.Maker's Financial Condition. Guarantor has knowledge of Maker's financial condition and affairs and of all other circumstances which bear upon the risk assumed by Guarantor under this Agreement. Guarantor hereby agrees to continue to keep itself informed thereof while this Agreement is in force and agree that Lender has no obligation to investigate the financial condition or affairs of Maker for the benefit of Guarantor or to advise Guarantor of any fact respecting, or any change in, the financial condition or affairs of Maker or any other circumstance which may bear upon Guarantor's risk hereunder which come to the knowledge of Lender at any time, whether or not Lender knows, believes or has reason to know or to believe that any such fact or change is unknown to Guarantor or might or does materially increase the risk of Guarantor hereunder.

13.Transfer of Assets. Guarantor shall not transfer any of its assets for the sole purpose of preventing Lender from satisfying any judgment rendered under this Agreement therefrom, either before or after the entry of any such judgment. In no event shall the foregoing prevent Guarantor from assigning, transferring, selling or disposing of assets in the ordinary course of its business, including granting security interests in connection with any financing transaction.

14.Release of Liability. Any one or more parties liable upon or in respect of this Agreement or any other guaranty in support of the obligations under the Note or the other Loan Documents may be released without affecting the liability of any party not so released.

15.Transfer of the Note and Loan Documents. This Agreement shall run with the Note and the other Loan Documents without the need for any further assignment of this Agreement to any subsequent holder of the Note or the need for any notice to Guarantor thereof. Upon endorsement or assignment of the Note to any subsequent holder, said subsequent holder of the Note may enforce this Agreement as if said holder had been originally named as a Lender hereunder.

16.Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Texas.

17.Jurisdiction. Guarantor irrevocably (a) agree that any suit, action or other legal proceeding arising out of or relating to this Agreement may be brought in a court of record in the State of Texas or in the courts of the United States of America located in the State of Texas, (b) consent to the non-exclusive jurisdiction of each such court in any suit, action or proceeding, and (c) waive any objection which it may have to the laying of venue of any such suit, action or proceeding in any of such courts and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. Nothing contained herein shall prevent Lender from bringing any action or exercising any rights against any security given to Lender by Maker, or against Maker personally, or against any property of Maker,

Exhibit 10.3

within any other state or commonwealth. Commencement of any such action or proceeding in any other state or commonwealth shall

Exhibit 10.3

not constitute a waiver of the agreement as to the laws of the state or commonwealth which shall govern the rights and obligations of Guarantor and Lender hereunder.

18.Guarantor Not Released. No delay or omission of Lender to exercise any of its rights and remedies under this Agreement or any other Loan Document at any time following the happening of an Event of Default, as defined in the Note, shall constitute a waiver of the right of Lender to exercise such rights and remedies at a later time by reason of such Event of Default or by reason of any subsequently occurring Event of Default. The acceptance by Lender of payment of any sum payable hereunder after the due date of such payment shall not be a waiver of Lender's right to either require prompt payment when due of all other sums payable hereunder or to declare a default for failure to make prompt payment.

19.Captions. The captions to the Sections of this Agreement are for convenience only and shall not be deemed part of the text of the respective Sections and shall not vary, by implication or otherwise, any of the provisions of this Agreement

20.Severability. The parties hereto intend and believe that each provision of this Agreement comports with all applicable local, state and federal laws and judicial decisions. However, if any provision or any portion of any provision contained in this Agreement is held by a court of law to be invalid, illegal, unlawful, void or unenforceable as written in any respect, then it is the intent of all parties hereto that such portion or provision shall be given force to the fullest possible extent that it is legal, valid and enforceable, that the remainder of the Guaranty shall be construed as if such illegal, invalid, unlawful, void or unenforceable portion or provision was not contained therein, and the rights, obligations and interests of any Guarantor and Lender under the remainder of this Agreement shall continue in full force and effect.

21.Successors and Assigns. The provisions of this Agreement shall be binding upon Guarantor and upon Guarantor's heirs, administrators, representatives, executors, successors and assigns and shall inure to the benefit of Lender and its successors and assigns. As used herein the words "successors and assigns" shall also be deemed to include the heirs, representatives, administrators and executors of any natural person who is a party to this Agreement.

22.Remedies Cumulative. The remedies of Lender as provided in this Agreement and the Loan Documents and the warranties contained herein or therein shall be cumulative and concurrent, may be pursued singly, successively or together at the sole discretion of Lender, may be exercised as often as occasion for their exercise shall occur and in no event shall the failure to exercise any such right or remedy be construed as a waiver or release of such right or remedy. No remedy under this Agreement or under any other Loan Document conferred upon or reserved to Lender is intended to be exclusive of any other remedy provided in this Agreement or in any other Loan Document or provided by law, but each shall be cumulative and shall be in addition to every other remedy given under this Agreement or any other Loan Document or now or hereafter existing at law or in equity or by statute.

23.No Oral Modification. No waiver, amendment, release or modification of this Agreement shall be made orally or shall be established by conduct, custom or course of dealing but only by an instrument in writing duly executed by Lender and Guarantor.

24.Notices. All notices and other communications in respect of this Agreement (including, without limitation, any modifications of, or requests, waivers or consents under, this Agreement) shall be given in writing and shall be deemed effectively given (a) upon personal delivery to the other party,

Exhibit 10.3

(b) the next Business Day after deposit with a national overnight delivery service, postage prepaid, addressed as set forth below, as applicable, provided that the sending party receives confirmation of delivery from such delivery service or (c) three (3) Business Days after deposit with the United States Post Office, postage prepaid, addressed to Guarantor at enCore Energy Corp. 101 N. Shoreline Blvd., Suite 450, Corpus

Exhibit 10.3

Christi, TX 78401, Attention: Paul Goranson; or to the Lender at Energy Fuels Inc., 225 Union Blvd., Suite 600, Lakewood, Colorado 80228, attention: David Frydenlund, or at such other address as such party may designate by three (3) days’ advance written notice to the other party.

25.Joint and Several Liability. The promises and agreements herein shall be construed to be and are hereby declared to be the joint and several promises and agreements of Guarantor and any other guarantor, if any, of the Indebtedness Guaranteed and shall constitute the joint and several obligations of Guarantor and any such guarantor and shall be fully binding upon and enforceable against Guarantor and each such guarantor. Neither the death nor release of Guarantor or any other guarantor, if any, of the Indebtedness Guaranteed shall affect or release the joint and several liability of any other person or party. Lender may at its option enforce this Agreement against Guarantor, and Lender shall not be required to resort to enforcement against any other guarantor, if any, of the Indebtedness Guaranteed and the failure to proceed against or join any such guarantor shall not affect the joint and several liability of any other guarantor.

26.WAIVER OF JURY TRIAL. LENDER BY ITS ACCEPTANCE HEREOF AND GUARANTOR HEREBY VOLUNTARILY, KNOWINGLY AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AGREEMENT, REGARDLESS OF WHETHER SUCH ACTION OR PROCEEDING CONCERNS ANY CONTRACTUAL OR TORTIOUS OR OTHER CLAIM. GUARANTOR ACKNOWLEDGES THAT THIS WAIVER OF JURY TRIAL IS A MATERIAL INDUCEMENT TO LENDER IN EXTENDING CREDIT TO MAKER, THAT LENDER WOULD NOT HAVE EXTENDED SUCH CREDIT WITHOUT THIS JURY TRIAL WAIVER, AND THAT GUARANTOR HAS BEEN REPRESENTED BY AN ATTORNEY OR HAS HAD AN OPPORTUNITY TO CONSULT WITH AN ATTORNEY IN CONNECTION WITH THIS JURY TRIAL WAIVER AND UNDERSTANDS THE LEGAL EFFECT OF THIS WAIVER.

27.Effectiveness. This Agreement and the other Loan Documents constitute the entire contract among the parties with respect to the subject matter hereof and supersede all previous agreements and understandings, oral or written, with respect thereto. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in electronic (i.e., "pdf" or "tif") format shall be effective as delivery of a manually executed counterpart of this Agreement.

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Exhibit 10.3

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the day and year first above written.

GUARANTOR:

ENCORE ENERGY CORP.

By:      Name:

Title:

Exhibit 10.3

EXHIBIT 8

FORM OF SIDE LETTER

ATTACHED TO AND MADE A PART OF THAT CERTAIN MEMBERSHIP INTEREST PURCHASE AGREEMENT DATED NOVEMBER 13, 2022, BY AND AMONG EFR WHITE CANYON CORP., ENCORE ENERGY CORP., AND ENCORE ENERGY US CORP.

Exhibit 10.3

ENCORE ENERGY, INC.

Date: [    ] [ ], 2022 Energy Fuels Inc.

225 Union Blvd., Suite 600

Lakewood, Colorado 80228 Attention: David Frydenlund

Email: dfrydenlund@energyfuels.com Ladies and Gentlemen:

This letter agreement (this “Letter Agreement”) is being delivered pursuant to that certain

Secured Convertible Promissory Note, dated the date hereof (the “Note”), by and among Encore Energy US Corp., a Nevada corporation (“Acquireco”), EFR Alta Mesa LLC, a Texas limited liability company (“Alta Mesa”), Leoncito Plant, L.L.C., a Texas limited liability company (“Plant”), Leoncito Restoration, L.L.C., a Texas limited liability company (“Restoration”), and Leoncito Project, L.L.C., a Texas limited liability company (“Project” and, together with Acquireco, Alta Mesa, Plant, and Restoration, individually and collectively, as the context requires, the “Maker”), enCore Energy Corp., a British Columbia corporation (“enCore”), and EFR White Canyon Corp., a Delaware corporation (“Payee”). Capitalized terms used but not otherwise defined in this Letter Agreement will have the respective meanings set forth in the Note.

As a condition and inducement to the willingness of the each Maker and enCore to enter into the Note and incur the obligations set forth therein, each of enCore, Energy Fuels, Inc., an Ontario corporation (“Energy Fuels”), and Seller hereby acknowledge and agree as follows:

1.Restrictions on Transfer. Without the prior written consent of enCore (which consent may be granted or withheld in its sole discretion), and except as expressly permitted by Section 2 of this Letter Agreement, Seller hereby agrees that it will not (and Energy Fuels shall cause Seller not to), during the period beginning on the date of this Letter Agreement and ending on the later to occur of (x) the date Seller ceases to own any Conversion Shares (without violating any of the provisions of this Section 1) and (y) the date the Note is prepaid in full (the “Transfer Restriction Period”), directly or indirectly, (A) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, hypothecate, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise dispose of or transfer, any Conversion Shares, (B) enter into any swap, hedge or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Conversion Shares, whether any such swap, hedge or transaction is to be settled by delivery of Conversion Shares or other securities, in cash or otherwise, or (C) publicly disclose the intention to make any such offer, pledge, sale or disposition, or to enter into any such swap, hedge, transaction or other arrangement. Each of Seller and Energy Fuels represents and warrants to enCore that, as of the date hereof, neither Seller, Energy Fuels nor any of their Affiliates has taken any action prohibited by this Section 1.

Exhibit 10.3

2.Leak-Out Provisions; Short Sale Restriction. Notwithstanding Section 1, Seller shall be permitted to offer, sell, or contract to sell during the Transfer Restriction Period (a) a number

Exhibit 10.3

of Conversion Shares resulting from the conversion of up to ten million United States dollars ($10,000,000.00) of the principal amount of the Note in any given thirty (30) day period,

(b) negotiated off-market “block trade” or “cross trade” sales each to a single purchaser, provided that, at least one hundred thousand (100,000) Conversion Shares are sold in each such sale, and (c) a secondary distribution of Conversion Shares in a transaction that is underwritten by a registered broker or dealer. Seller shall comply with all applicable laws (including, without limitation, securities laws) in connection with any sales permitted under this Section 2. During the Transfer Restriction Period, Energy Fuels shall not (and shall cause its affiliates not to) engage in any short sales, whether hedged or unhedged, involving Common Shares. In addition, notwithstanding anything in Section 1 or the limitations noted in Section 2, Energy Fuels or Seller shall be permitted to tender any Conversion Shares held by it to a take-over bid or to vote in favour of a plan of arrangement or similar transaction involving the acquisition of enCore in respect of any such transaction, provided at the time of such tender or vote none of Energy Fuels, Seller or any of their affiliates have breached or violated Section 3 of this Letter Agreement.

As used in this Letter Agreement, “Conversion Shares” shall mean any Common Shares issued or to be issued upon a conversion of principal of the Note pursuant to Section 4 thereof, and shall also include any other securities of enCore or any other Person resulting from any reclassification, merger, consolidation, subdivision, stock split of Common Stock or any dividend of any stock or other equity interest paid to holders of Common Stock, and “Person” shall mean any corporation, limited liability company, partnership, trust or other entity.

3.Standstill Provisions. Without the prior written consent of enCore (which consent may be granted or withheld in its sole discretion), during the period beginning on the date of this Letter Agreement and ending on the earlier of (i) the date that Seller ceases to “beneficially own” (as defined in Rule 13d-3 under the Exchange Act) at least five percent (5%) of all of the outstanding Common Stock (without violating any of the provisions of Section 1), and

(ii)the end of the Transfer Restriction Period, it and its affiliates will not, and will cause its representatives acting on its behalf and its affiliates not to, directly or indirectly, acting alone or in concert with others:

(i)    acquire, or offer or agree to acquire, directly or indirectly, by purchase or otherwise, any debt or equity securities of enCore or its subsidiaries (or direct or indirect rights or options to acquire any debt or equity securities (other than Conversion Shares issued pursuant to the Note) of enCore or its subsidiaries or any derivative securities, swaps or similar instruments relating to any debt or equity securities of enCore);

(ii)    directly or indirectly, in any way solicit proxies or consents or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A under the Securities Exchange Act of 1934, as amended) of proxies or consents to vote, or seek to advise or influence any Person with respect to the voting of any, securities of enCore with regard to any matter;

(iii)    seek to control or influence the management or board of directors of enCore with respect to the policies of enCore, seek to advise, encourage or influence any Person with respect to the voting of any securities of enCore or seek to induce or in any manner to assist any other Person to initiate any stockholder proposal with

Exhibit 10.3

Exhibit 10.3

respect to the securities of enCore, any change of control of enCore or for the purpose of convening a meeting of stockholders of enCore or to initiate any tender or exchange offer for securities of enCore;

(iv)    except with respect to Conversion Shares issued pursuant to the Note, acquire or agree to acquire, by purchase or otherwise, any Common Stock or other securities of enCore;

(v)    without the prior written consent of the board of directors of enCore, make any public announcement (except as required by law or stock exchange policy) or make any written or oral proposal relating to a tender or exchange offer for securities of enCore, a merger, consolidation, business combination (or other similar transaction that would result in a change of control), recapitalization, sale of assets, liquidation, dissolution or other extraordinary corporate transaction between Energy Fuels or any of its affiliates and enCore (each such transaction being referred to herein as an “Acquisition”) or take any action that might require enCore to make a public announcement regarding any Acquisition;

(vi)    deposit any securities of enCore in a voting trust or subject any securities of enCore to any arrangement, agreement or understanding with respect to the voting of securities of enCore; or

(vii)form, join or in any way participate in a partnership, limited partnership, syndicate or other group (or otherwise act in concert with any other Person) for the purpose of acquiring, holding, voting or disposing of any securities of enCore or taking any other actions restricted or prohibited under clauses (i) through (vi) of this Section 3.

Nothing in the foregoing shall prohibit (A) Seller from exercising any of its rights under the Note or the other Loan Documents or that certain Membership Interest Purchase Agreement, dated [•], 2022, by and among, enCore, AcquireCo, and Seller,

(B) Seller from freely voting (or executing consents or proxies with respect to) the Conversion Shares with respect to any matter not arising out of a violation of this Section 3, (C) Energy Fuels from engaging in ordinary course private discussions with enCore, (D) Energy Fuels from making any request (but only privately to the board of directors of enCore) for any amendments, waivers, consents under or agreement not to enforce this Section 3 or (E) Energy Fuels or Seller from tendering to a take-over bid or voting in favour of a plan of arrangement or similar transaction involving the acquisition of enCore or entering into a lock-up or voting agreement in respect of any such transaction.

4.Foreign Private Issuer Status. enCore is, and shall be on the date the Note is issued, a “foreign private issuer” as defined in Rule 405 of the U.S. Securities Act of 1933, as amended.

5.This Letter Agreement may not be amended, modified, or supplemented except by an instrument in writing signed by the parties hereto.

Exhibit 10.3

6.This Letter Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Unless, enCore has consented in writing (which consent may be granted or denied in enCore’s sole discretion), Seller and

Exhibit 10.3

Energy Fuels shall not assign, transfer or delegate all or any portion of its rights or obligations under this Letter Agreement and any purported assignment in violation of the terms hereof shall be null and void ab initio.

7.Seller and Energy Fuels acknowledge and agree that remedies at law will be inadequate to protect enCore and its subsidiaries from any actual or threatened breach of this Letter Agreement by Seller, Energy Fuels or their representations and, without prejudice to the rights and remedies otherwise available to enCore and its subsidiaries, each of Seller and Energy Fuels agree to the granting of injunctive relief, specific performance or other equitable relief in favor of enCore and its subsidiaries without proof of actual damages and to waive, and to cause its representatives to waive, any requirement for the securing or posting of any bond in connection with such remedy to the extent permitted by applicable law.

8.The provisions of Sections 16, 17, 22, and 23 of the Secured Convertible Promissory Note are incorporated by reference into this letter agreement, mutatis mutandis.

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Exhibit 10.3

EXHIBIT 9

FORM OF ENERGY FUELS HOLDINGS CORP. GUARANTY

ATTACHED TO AND MADE A PART OF THAT CERTAIN MEMBERSHIP INTEREST PURCHASE AGREEMENT DATED NOVEMBER 13, 2022, BY AND AMONG EFR WHITE CANYON CORP., ENCORE ENERGY CORP., AND ENCORE ENERGY US CORP

Exhibit 10.3

FORM OF GUARANTY AGREEMENT

THIS GUARANTY AGREEMENT (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this "Agreement") made and entered into as of

, 2022, by ENERGY FUELS HOLDINGS CORP., a Delaware corporation (“Guarantor”), in favor of ENCORE ENERGY US CORP., a Nevada corporation (together with its successors and permitted assigns, “Beneficiary”).

RECITALS

A.EFR WHITE CANYON CORP., a Delaware corporation (“Seller”), Beneficiary, and enCore Energy Corp., a British Columbia corporation, have entered into that certain Membership Interest Purchase Agreement dated as of [●] (as amended, supplemented and otherwise modified from time to time, the “Purchase Agreement”).

B.In order to induce Beneficiary to enter into the Purchase Agreement, Guarantor has agreed to give this Agreement.

C.Beneficiary has refused to enter into the Purchase Agreement unless this Agreement is executed by Guarantor and delivered to Beneficiary.

Agreement

NOW THEREFORE, in consideration of the recitals and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Guarantor hereby covenants and agrees as follows:

1.Capitalized terms. Capitalized terms used but not defined herein shall have the meanings given to them in the Purchase Agreement.

2.Guaranty. Guarantor hereby irrevocably, unconditionally and absolutely, guarantees to Beneficiary the due and prompt payment and not just the collectability, of (a) all of Seller’s indemnification obligations under Section 9.01 of the Purchase Agreement and (b) out-of-pocket costs and expenses (including, without limitation, all attorneys' fees and expenses) incurred in connection with the enforcement of the rights of Beneficiary under this Guarantee (the payment and performance of the items set forth in this Section being hereinafter collectively referred to as the "Obligations Guaranteed"). Subject to Section 9, this Agreement shall automatically terminate on, and no longer be in full force and effect (and the Guarantor shall have no further obligations hereunder or in connection herewith) following, the earliest to occur of: (i) the date Seller has paid or otherwise satisfied obligations under the Purchase Agreement in an aggregate amount equal to One Hundred Twenty Million Dollars ($120,000,000); and (ii) the six-year anniversary of the date first written above (the date described in this clause (ii) being the “Survival Date”). It is understood and agreed that notwithstanding any such termination of this Agreement pursuant to the foregoing clause (ii), if a claim has been validly made hereunder prior to the Survival Date and any portion thereof has not been settled, resolved or paid in full prior to the Survival Date, this Agreement shall survive solely with respect to the obligations of Seller under the Purchase Agreement covering such portion until such claim is settled, resolved or paid in full, at which time the obligations and liabilities of Guarantor under this Agreement with respect thereto shall terminate and be of no further force and effect.

3.Incorporation of Purchase Agreement. The Purchase Agreement is hereby made a part of this Agreement by reference thereto with the same force and effect as if fully set forth herein and, to the

Exhibit 10.3

best of Guarantor's knowledge, all representations and warranties made by Seller in the Purchase Agreement are true and correct.

4.Representations and Warranties. In order to induce Beneficiary to enter into the Purchase Agreement, Guarantor makes the representations and warranties to Beneficiary set forth in this Section 4. Guarantor acknowledges that but for the truth and accuracy of the matters covered by the following representations and warranties, Beneficiary would not have agreed to enter into the Purchase Agreement. Guarantor represents and warrants to Beneficiary as follows:

a.Neither the execution and delivery of this Agreement nor the performance of the provisions of the agreements herein contained on the part of Guarantor will result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under any agreement, indenture, loan or credit agreement or other instrument to which Guarantor is subject or result in the violation of any law, rule, regulation, order, judgment or decree to which Guarantor is subject.

b.There are no (i) bankruptcy proceedings involving Guarantor and none is contemplated; (ii) dissolution proceedings involving Guarantor and none is contemplated; (iii) unsatisfied judgments of record against Guarantor; or (iv) tax liens filed against Guarantor or its assets.

c.This Agreement has been duly executed and delivered by Guarantor and constitutes the legal, valid and binding obligation of Guarantor, enforceable in accordance with its terms, except as to enforcement of remedies, as may be limited by bankruptcy, insolvency or similar laws affecting generally the exercise and enforcement of creditor's rights and remedies.

d.There are no judgments, suits, actions or proceedings at law or in equity or by or before any governmental instrumentality or agency now pending against or, to the best of Guarantor's knowledge, threatened against or affecting Guarantor or its assets, or both, nor has any judgment, decree or order been issued against Guarantor or its assets, or both.

e.No consent or approval of any regulatory authority having jurisdiction over Guarantor is necessary or required by law as a prerequisite to the execution, delivery and performance of the terms of this Agreement.

f.Guarantor is not, as of the date hereof, (i) in default in the payment or performance of any of its obligations in connection with borrowed money or any other major obligation, or (ii) in default under any other material contract or agreement to which Guarantor is a party.

5.Payments. All payments due under this Agreement are payable upon demand by Beneficiary and shall be paid by wire transfer of freely transferable funds to Beneficiary.

6.Absolute and Unconditional Guaranty. This Agreement and the obligations of Guarantor under this Agreement constitute an absolute, present and continuing guaranty of payment and performance and not of collectability. The obligations of Guarantor under this Agreement are in no way conditioned or contingent upon any action or omission by Beneficiary or upon any other action, occurrence, or circumstance whatsoever. It is expressly understood and agreed that the obligations of Guarantor hereunder are and shall be absolute under any and all circumstances and shall not be subject to any counterclaim, setoff, deduction or defense based upon any claim that Guarantor may have against Seller or Seller may have against Beneficiary. Guarantor agrees that its liability hereunder shall be direct and

Exhibit 10.3

immediate as a primary obligation and liability, irrespective of whether Beneficiary has commenced the exercise of any

Exhibit 10.3

remedies under the Purchaser Agreement (other than delivery of notice under Section 11.02 of the Purchaser Agreement), Beneficiary may, at its option, proceed directly and at once, without notice, against Guarantor to collect and recover the full amount of the Obligations Guaranteed, or any portion thereof, without proceeding against Seller or any other person or entity.

7.Waiver of Notice and Consent. The obligations of Guarantor hereunder shall remain in full force and shall not be impaired by: (a) any agreement extending or otherwise altering the Obligations Guaranteed; (b) any express or implied amendment, modification, or waiver of the Purchase Agreement;

(c) any exercise or non-exercise by Beneficiary of any right or privilege under the Purchase Agreement; (d) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Guarantor, Seller, or any affiliate of Seller or Guarantor, or any action taken with respect to this Agreement by any trustee or receiver or by any court in any such proceeding, whether or not Guarantor shall have had notice or knowledge of any of the foregoing; (e) any release, settlement, compromise, waiver or discharge of any claim of Beneficiary against Seller from liability under the Purchase Agreement; (f) any subordination, compromise, settlement, release (by operation of law or otherwise), discharge, compound, collection, liquidation, waiver, modification, resort to, exercise or refrain from exercising any right Beneficiary may have under the Purchase Agreement, this Agreement or otherwise, or any substitution with respect thereto; (g) any assignment or other transfer of any of the Purchase Agreement, in whole or in part; (h) any acceptance of partial performance of any of the Obligations Guaranteed of Seller under the Purchase Agreement or Guarantor under this Agreement; and

(i) any acceptance of additional security or guarantees of any kind with respect to the Guaranteed Obligations. Guarantor hereby agrees that Beneficiary may from time to time without notice to or consent of Guarantor and upon such terms and conditions as Beneficiary deems advisable take any of the above actions without affecting this Agreement.

8.Waiver of Defenses. Guarantor hereby unconditionally and absolutely waives the following defenses to enforcement of this Agreement: (a) any obligation on the part of Beneficiary to protect, secure or insure any of the security given for the Obligations Guaranteed; (b) any defense arising by reason of the invalidity or unenforceability of the Purchase Agreement; (c) the release of any of the security given for the payment of the Obligations Guaranteed ; (d) notice of acceptance of this Agreement by Beneficiary; (e) notice of presentment, demands, demands for payment or performance, notice of non- performance, protests, notices of protest and notices of dishonor, notice of non-payment or partial payment and all other notices or formalities; (f) notice of any breach under the Purchase Agreement or in the performance of any of the covenants and agreements contained therein other than notice pursuant to Section

11.02 of the Purchase Agreement; (g) any limitation or exculpation of liability on the part of Seller whether contained in the Purchase Agreement or otherwise; (h) the transfer or sale by Seller of the security, if any, given for the Obligations Guaranteed or the diminution in value thereof; (i) any failure, neglect or omission on the part of Beneficiary to realize on or protect the security, if any, given for Obligations Guaranteed; (j) any right to require that Beneficiary proceed against Seller or exercise its rights under the Purchase Agreement prior to enforcing this Agreement; provided, however, at its sole discretion Beneficiary may either in a separate action or an action pursuant to this Agreement pursue its remedies against Seller or any other guarantor or surety, without affecting its rights under this Agreement; (k) notice to Guarantor of the existence of the Purchase Agreement; (l) any defense arising by reason of the manner in which Beneficiary has exercised its remedies; (o) any right of subrogation and any rights to enforce any remedy which Beneficiary now has or may hereafter have against Seller and any benefit of, and any right to participate in, any security now or hereafter held by Beneficiary; (p) any defense of waiver, release, discharge in bankruptcy, statute of limitations, res judicata, statute of frauds, anti-

Exhibit 10.3

deficiency statute, fraud, ultra vires acts, usury, illegality or unenforceability which may be available to Seller in respect of the Purchase Agreement or the Obligations Guaranteed; or (q) any setoff available against Beneficiary to Seller whether or not on account of a related transaction. Guarantor further agrees that no act or thing, except for payment in full, which but for this provision might or could in law or in equity act as a release of the liabilities of

Exhibit 10.3

Guarantor hereunder, shall in any way affect or impair this Agreement. Insolvency of Seller. The liability of Guarantor shall not be affected or impaired by any voluntary or involuntary dissolution, sale or other disposition of all or substantially all the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar event or proceeding affecting Seller or any of its assets.

9.No Subrogation. In consideration of the benefits accruing to Guarantor from Seller, Guarantor hereby expressly waives all rights of subrogation, contribution, indemnification or other similar legal or equitable rights which Guarantor may now or hereafter otherwise be entitled to assert against Seller, whether arising by contract, by operation of law (including, without limitation, any such right arising under the U.S. Bankruptcy Code) or otherwise with respect to or by reason of any payment by Guarantor under this Agreement or on account of the Purchase Agreement in connection herewith. Guarantor hereby agrees that this Agreement shall continue to be effective or be reinstated, as the case may be, if at any time payment of any amount due under this Agreement or otherwise with respect to the Purchase Agreement is rescinded or must otherwise be restored or returned by Beneficiary upon the insolvency, bankruptcy or reorganization of Seller, or for any other reason, whether by court order, administrative order or settlement, all as though such payment had not been made

10.Seller’s Financial Condition. Guarantor has knowledge of Seller’s financial condition and affairs and of all other circumstances which bear upon the risk assumed by Guarantor under this Agreement. Guarantor hereby agrees to continue to keep itself informed thereof while this Agreement is in force and agree that Beneficiary has no obligation to investigate the financial condition or affairs of Seller for the benefit of Guarantor or to advise Guarantor of any fact respecting, or any change in, the financial condition or affairs of Seller or any other circumstance which may bear upon Guarantor's risk hereunder which come to the knowledge of Beneficiary at any time, whether or not Beneficiary knows, believes or has reason to know or to believe that any such fact or change is unknown to Guarantor or might or does materially increase the risk of Guarantor hereunder.

11.Transfer of Assets. Guarantor shall not transfer any of its assets for the sole purpose of preventing Beneficiary from satisfying any judgment rendered under this Agreement therefrom, either before or after the entry of any such judgment. In no event shall the foregoing prevent Guarantor from assigning, transferring, selling or disposing of assets in the ordinary course of its business, including granting security interests in connection with any financing transaction.

12.Release of Liability. Any one or more parties liable upon or in respect of this Agreement or any other guaranty in support of the Obligations Guaranteed may be released without affecting the liability of any party not so released.

13.Transfer of the Purchase Agreement. This Agreement shall run with the Purchase Agreement without the need for any further assignment of this Agreement to any subsequent holder of the Purchase Agreement or the need for any notice to Guarantor thereof. Upon endorsement or assignment of the Purchase Agreement to any subsequent holder, said subsequent holder of the Purchase Agreement may enforce this Agreement as if said holder had been originally named as a Beneficiary hereunder.

14.Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Texas.

15.Jurisdiction. Guarantor irrevocably (a) agree that any suit, action or other legal proceeding arising out of or relating to this Agreement may be brought in a court of record in the State of

Exhibit 10.3

Texas or in the courts of the United States of America located in the State of Texas, (b) consent to the non-exclusive jurisdiction of each such court in any suit, action or proceeding, and (c) waive any objection which it may

Exhibit 10.3

have to the laying of venue of any such suit, action or proceeding in any of such courts and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. Nothing contained herein shall prevent Beneficiary from bringing any action or exercising any rights against any security given to Beneficiary by Seller, or against Seller personally, or against any property of Seller, within any other state or commonwealth. Commencement of any such action or proceeding in any other state or commonwealth shall not constitute a waiver of the agreement as to the laws of the state or commonwealth which shall govern the rights and obligations of Guarantor and Beneficiary hereunder.

16.Guarantor Not Released. No delay or omission of Beneficiary to exercise any of its rights and remedies under this Agreement or the Purchase Agreement shall constitute a waiver of the right of Beneficiary to exercise such rights and remedies at a later time. The acceptance by Beneficiary of payment of any sum payable hereunder after the due date of such payment shall not be a waiver of Beneficiary’s right to either require prompt payment when due of all other sums payable hereunder or to declare a default for failure to make prompt payment.

17.Captions. The captions to the Sections of this Agreement are for convenience only and shall not be deemed part of the text of the respective Sections and shall not vary, by implication or otherwise, any of the provisions of this Agreement

18.Severability. The parties hereto intend and believe that each provision of this Agreement comports with all applicable local, state and federal laws and judicial decisions. However, if any provision or any portion of any provision contained in this Agreement is held by a court of law to be invalid, illegal, unlawful, void or unenforceable as written in any respect, then it is the intent of all parties hereto that such portion or provision shall be given force to the fullest possible extent that it is legal, valid and enforceable, that the remainder of the Guaranty shall be construed as if such illegal, invalid, unlawful, void or unenforceable portion or provision was not contained therein, and the rights, obligations and interests of any Guarantor and Beneficiary under the remainder of this Agreement shall continue in full force and effect.

19.Successors and Assigns. The provisions of this Agreement shall be binding upon Guarantor and upon Guarantor's heirs, administrators, representatives, executors, successors and assigns and shall inure to the benefit of Beneficiary and its successors and assigns. As used herein the words "successors and assigns" shall also be deemed to include the heirs, representatives, administrators and executors of any natural person who is a party to this Agreement.

20.Remedies Cumulative. The remedies of Beneficiary as provided in this Agreement and the Purchase Agreement and the warranties contained herein or therein shall be cumulative and concurrent, may be pursued singly, successively or together at the sole discretion of Beneficiary, may be exercised as often as occasion for their exercise shall occur and in no event shall the failure to exercise any such right or remedy be construed as a waiver or release of such right or remedy. No remedy under this Agreement or under the Purchase Agreement conferred upon or reserved to Beneficiary is intended to be exclusive of any other remedy provided in this Agreement or the Purchase Agreement or provided by law, but each shall be cumulative and shall be in addition to every other remedy given under this Agreement or the Purchase Agreement or now or hereafter existing at law or in equity or by statute.

21.No Oral Modification. No waiver, amendment, release or modification of this Agreement shall be made orally or shall be established by conduct, custom or course of dealing but only by an instrument in writing duly executed by Beneficiary and Guarantor.

Exhibit 10.3

22.Notices. All notices and other communications in respect of this Agreement (including, without limitation, any modifications of, or requests, waivers or consents under, this Agreement) shall be given in writing and shall be deemed effectively given (a) upon personal delivery to the other party, (b) the

Exhibit 10.3

next Business Day after deposit with a national overnight delivery service, postage prepaid, addressed as set forth below, as applicable, provided that the sending party receives confirmation of delivery from such delivery service or (c) three (3) Business Days after deposit with the United States Post Office, postage prepaid, addressed to Guarantor at Energy Fuels Holdings Corp., 225 Union Blvd., Suite 600, Lakewood, Colorado 80228, attention: David Frydenlund or to Beneficiary at enCore Energy US Corp. 101 N. Shoreline Blvd., Suite 450, Corpus Christi, TX 78401, Attention: Paul Goranson, or at such other address as such party may designate by three (3) days’ advance written notice to the other party.

23.Joint and Several Liability. The promises and agreements herein shall be construed to be and are hereby declared to be the joint and several promises and agreements of Guarantor and any other guarantor, if any, of the Indebtedness Guaranteed and shall constitute the joint and several obligations of Guarantor and any such guarantor and shall be fully binding upon and enforceable against Guarantor and each such guarantor. Neither the death nor release of Guarantor or any other guarantor, if any, of the Indebtedness Guaranteed shall affect or release the joint and several liability of any other person or party. Beneficiary may at its option enforce this Agreement against Guarantor, and Beneficiary shall not be required to resort to enforcement against any other guarantor, if any, of the Indebtedness Guaranteed and the failure to proceed against or join any such guarantor shall not affect the joint and several liability of any other guarantor.

24.WAIVER OF A JURY TRIAL. BENEFICIARY BY ITS ACCEPTANCE HEREOF AND GUARANTOR HEREBY VOLUNTARILY, KNOWINGLY AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AGREEMENT, REGARDLESS OF WHETHER SUCH ACTION OR PROCEEDING CONCERNS ANY CONTRACTUAL OR TORTIOUS OR OTHER CLAIM. GUARANTOR ACKNOWLEDGES THAT THIS WAIVER OF JURY TRIAL IS A MATERIAL INDUCEMENT TO BENEFICIARY IN ENTERING INTO THE PURCHASE AGREEMENT WITH SELLER AND THAT BENEFICIARY WOULD NOT HAVE ENTERED INTO THE PURCHASE AGREEMENT WITHOUT THIS JURY TRIAL WAIVER, AND THAT GUARANTOR HAS BEEN REPRESENTED BY AN ATTORNEY OR HAS HAD AN OPPORTUNITY TO CONSULT WITH AN ATTORNEY IN CONNECTION WITH THIS JURY TRIAL WAIVER AND UNDERSTANDS THE LEGAL EFFECT OF THIS WAIVER.

25.Effectiveness. This Agreement and the other Loan Documents constitute the entire contract among the parties with respect to the subject matter hereof and supersede all previous agreements and understandings, oral or written, with respect thereto. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in electronic (i.e., "pdf" or "tif") format shall be effective as delivery of a manually executed counterpart of this Agreement.

[The remainder of this page is intentionally left blank]

Exhibit 10.3

Exhibit 10.3

IN WITNESS WHEREOF, the Guarantor has executed this Agreement as of the date first written above.

GUARANTOR:

ENERGY FUELS HOLDINGS CORP.

By:      Name:          Title:

Exhibit 10.3

Signature Page Guaranty

Document

Exhibit 10.4

MASTER TRANSACTION AGREEMENT

by and among

ENCORE ENERGY CORP.;

ENCORE ENERGY US CORP.;

and

BOSS ENERGY LIMITED

Dated as of December 5, 2023

Exhibit 10.4

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS AND INTERPRETATION2

1.1Defined Terms2

1.2References and Rules of Construction.13

ARTICLE II ESTABLISHMENT OF NEWCO, PURCHASE AND SALE OF

MEMBERSHIP INTERESTS AND OTHER TRANSACTIONS14

1.1Establishment of Newco14

1.2Agreement to Purchase and Sell Newco Membership Interests15

1.3Purchase Consideration15

1.4Withholding15

1.5LLC Agreement15

1.6Subscription Agreement16

1.7Uranium Loan16

1.8Strategic Collaboration Agreement16

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE ENCORE

PARTIES16

1.1Organization and Qualification16

1.2Organization and Qualification of Operating Companies17

1.3Authorization and Enforceability17

1.4Powers of Attorney17

1.5No Conflict17

1.6Capitalization18

1.7Books and Records18

1.8Financial Information; Accounts Receivable.18

1.9Absence of Certain Changes19

1.10Absence of Undisclosed Liabilities20

1.11Litigation20

1.12Compliance with Laws; Permits20

1.13Alta Mesa Contracts21

1.14Alta Mesa Real Property22

1.15Alta Mesa Personal Property22

1.16Bank Accounts22

1.17Taxes and Assessments23

1.18Environmental Matters24

1.19Bankruptcy; Solvency25

1.20Consents, Approvals or Waivers26

1.21Governmental Authorization26

1.22Royalty Obligations26

1.23Employees and Benefits Matters26

1.24Expropriation26

1.25Insurance26

1.26Intellectual Property27

Exhibit 10.4

Exhibit 10.4

TABLE OF CONTENTS

(continued)

Page

1.27COVID-19; CARES Act28

1.28Brokers28

1.29Technical Report28

1.30Alta Mesa Assets28

1.31Sanctions Compliance28

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BOSS28

1.1Existence and Qualification28

1.2Power28

1.3Authorization and Enforceability29

1.4No Conflicts29

1.5Litigation29

1.6Consents, Approvals or Waivers29

1.7Sanctions29

1.8CFIUS Related Representations30

1.9Investment Representations30

1.10Ownership of enCore31

1.11Compliance with Laws31

ARTICLE V COVENANTS OF THE PARTIES31

1.1Access to Records31

1.2Government Reviews32

1.3Public Announcements; Confidentiality.32

1.4Operation of Business33

1.5Repayment of EF Note and Release of EF Security35

1.6Non-Solicitation and Acquisition Proposals35

1.7Further Assurances36

1.8CFIUS Submission36

1.9Financing37

1.10Actions by Newco and the Operating Companies37

ARTICLE VI CONDITIONS TO CLOSING37

1.1Boss Energy’s Conditions to Closing37

1.2EnCore Parties’ Conditions to Closing39

1.3Frustration of Closing Conditions39

ARTICLE VII CLOSING40

1.1Time and Place of the Closing40

1.2Obligations of Boss Energy at the Closing40

1.3Obligations of the enCore Parties at the Closing40

ARTICLE VIII TERMINATION41

1.1Termination41

Exhibit 10.4

1.2Break Fee42

Exhibit 10.4

TABLE OF CONTENTS

(continued)

Page

1.3Effect of Termination43

ARTICLE IX INDEMNIFICATION43

1.1Indemnification by the enCore Parties43

1.2Indemnification by Boss Energy43

1.3Indemnification Actions43

1.4Survivability; Limitation on Actions45

1.5Exclusive Remedies47

ARTICLE X TAX MATTERS48

1.1Tax Indemnity48

1.2Apportionment of Taxes48

1.3Filing of Tax Returns49

1.4Tax Treatment and Allocation of Purchase Price49

ARTICLE XI MISCELLANEOUS49

1.1Counterparts49

1.2Notice49

1.3Tax, Recording Fees, Similar Taxes & Fees50

1.4Governing Law; Jurisdiction.50

1.5Waivers51

1.6Assignment51

1.7Entire Agreement51

1.8Amendment52

1.9No Third-Party Beneficiaries52

1.10Conspicuous52

1.11Severability52

1.12Specific Performance and Certain Remedies52

1.13Non-Reliance.52

EXHIBITS

Exhibit A – Form of Assignment of Membership Interests Exhibit B – Form of Subscription Agreement

Exhibit C – Strategic Collaboration Agreement Exhibit D – Form of Uranium Loan Agreement Exhibit E – Material Terms of LLC Agreement

Exhibit 10.4

MASTER TRANSACTION AGREEMENT

THIS MASTER TRANSACTION AGREEMENT (as may be amended, supplemented or otherwise modified from time to time, and including all exhibits and schedules hereto, this “Agreement”) is made and entered into as of December 5, 2023 (the “Effective Date”), by and among enCore Energy Corp., a British Columbia corporation (“enCore”), enCore Energy U.S. Corp., a Nevada corporation (“enCore US”), and Boss Energy Limited, an Australian corporation (“Boss Energy”).

RECITALS

A.enCore, through its wholly-owned subsidiary, enCore US (each an “enCore Party” and collectively the “enCore Parties”), owns an undivided 100% of the Company Membership Interests in each of three Texas limited liability companies: enCore Alta Mesa LLC (formerly known as EFR Alta Mesa LLC), Leoncito Plant, L.L.C., and Leoncito Project, L.L.C. (each an “Owned Company” and together the “Owned Companies”).

B.Leoncito Project, L.L.C. owns all of the membership interests (“LR Membership Interests”) in Leoncito Restoration, L.L.C., a Texas limited liability company (“Leoncito Restoration” and together with the Owned Companies, the “Operating Companies,” and each an “Operating Company”).

C.The Operating Companies together own and control the Alta Mesa Assets which are used in the exploration for and development, mining and production and recovery of uranium and related minerals (the “Business”).

D.Boss Energy, through a wholly-owned subsidiary which it intends to form (“Boss US”), desires to acquire, and enCore US desires to sell to Boss US, an undivided 30% direct or indirect interest in the Alta Mesa Assets. To accomplish that sale, enCore US will form a wholly- owned limited liability company under Delaware law (“Newco”), and arrange for the transfer of the Company Membership Interests to Newco. Boss US will then acquire 30% of the Newco Membership Interests from enCore US, for a purchase price of $60,000,000 (the “Purchase Price”).

E.Simultaneous with the execution of this Agreement, the parties desire to enter into the agreements described below regarding the following additional and related transactions:

(i)Boss Energy and enCore will enter into a subscription agreement pursuant to which Boss Energy will agree to acquire $10,000,000 in enCore’s common shares (the “Shares);

(ii)Boss Energy and enCore will agree to the terms of a Strategic Collaboration Agreement for the use and further development of enCore’s proprietary PFN Technology; and

(iii)Boss Energy and enCore US will enter into a uranium loan agreement pursuant to which Boss Energy will agree to loan to enCore US up to 200,000 lbs. of uranium.

Exhibit 10.4

NOW THEREFORE, in consideration of the foregoing and the representations, warranties, covenants, conditions, agreements and promises contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confirmed, the Parties hereto agree as follows:

AGREEMENT ARTICLE I

DEFINITIONS AND INTERPRETATION

1.1Defined Terms. In addition to the terms defined throughout this Agreement, the capitalized terms used herein that are not otherwise defined shall have the meanings set forth in this Section 1.1.

“Acquisition Proposal” means, with respect to any of the Operating Companies or the Alta Mesa Assets, any proposal or offer, or public announcement of an intention to make a proposal or offer, to any of enCore, enCore US or the Operating Companies, or any of their equity or security holders, members, shareholders, partners or Representatives, from any Person or group of Persons “acting jointly or in concert” (within the meaning of Canadian Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids) which constitutes, or may be reasonably expected to lead to (in either case whether in one transaction or a series of transactions):

(i)any take-over bid, issuer bid, amalgamation, plan of arrangement, business combination, merger, tender offer, exchange offer, consolidation, recapitalization or reorganization resulting in any Person or group of Persons owning any of the issued and outstanding membership, equity or voting interests of any of the Operating Companies;

(ii)any sale of any Alta Mesa Assets (or any lease, long-term supply arrangement, license or other arrangement having the same economic effect as a sale);

(iii)any sale or issuance of membership interests, shares or other equity interests (or securities convertible into or exercisable for such membership interests, shares or other interests) in any of the Operating Companies; and

(iv)any arrangement whereby effective operating control of any of the Operating Companies is granted to another party or Person.

“Action” means any claim, action, lawsuit, arbitration, mediation, audit, written notice of violation, proceeding, litigation, summons, subpoena, or, to the knowledge of the enCore Parties, investigation of any nature by or before any Governmental Authority, whether civil, criminal, administrative, regulatory or otherwise, or whether at law or in equity.

“Affiliate” means, with respect to any Person, any Person that directly or indirectly Controls, is Controlled by, or is under common Control with, such Person.

“Agreement” has the meaning set forth in the Preamble of this Agreement. “Allocable Consideration” has the meaning set forth in Section 10.4.

Exhibit 10.4

Exhibit 10.4

“Alta Mesa Assets” means any and all of the Alta Mesa Contracts, the Alta Mesa Real Property, the Alta Mesa Personal Property, the Records and any and all other assets and properties of the Operating Companies, including all water rights, easements and rights-of-way owned or controlled by the Operating Companies.

“Alta Mesa Contracts” has the meaning set forth in Section 3.13.

“Alta Mesa Personal Property” has the meaning set forth in Section 3.15.

“Alta Mesa Project” means all exploration, development, mining, milling, processing, transportation, marketing and related operations and activities of the Operating Companies, including all such exploration, development, mining, milling, processing, transportation, marketing and related operations and activities involving the Alta Mesa Assets.

“Alta Mesa Real Property” has the meaning set forth in Section 3.14. “Amendment Date” has the meaning set forth in Section 3.13(a).

“Ancillary Documents” has the meaning set forth in Section 3.3, and such term includes the LLC Agreement, the Subscription Agreement, the Uranium Loan Agreement and the Strategic Collaboration Agreement (which will be collectively referred to herein as the “Ancillary Agreements”).

“Balance Sheet” has the meaning set forth in Section 3.8. “Balance Sheet Date” has the meaning set forth in Section 3.8.

“Benefit Plan” means any plan, agreement, program or policy, whether funded or unfunded, registered or unregistered, under which any of the Operating Companies has any liability or contingent liability to any current or former employees relating to retirement savings, pensions or benefits, including any defined benefit pension plan, defined contribution pension plan, group registered retirement savings plan or supplemental pension or retirement plan, or any bonus, deferred profit-sharing, profit-sharing, stock option, share purchase, stock appreciation, deferred compensation, incentive compensation, supplemental unemployment benefits, hospitalization, health, dental, disability, life insurance, death or survivor’s benefit, employment insurance, vacation pay, severance or termination pay or other benefit plan with respect to any current or former employees of any of the Operating Companies or any eligible dependents of such employees.

“Boss Energy’s Pro Rata Share” means an amount equal to (a) a fraction, the numerator of which is the then percentage Interest of Boss US in Newco, and the denominator of which is 100%, times (b) the amount owed under the Surety Indemnity Agreement (or any substitute

Exhibit 10.4

surety indemnity agreement or similar agreement) solely with respect to the Operating Companies.

“Boss Indemnified Parties” has the meaning set forth in Section 9.1. “Boss US” has the meaning set forth in Recital D.

Exhibit 10.4

“Break Fee” has the meaning set forth in Section 8.2.

“Burden” means any and all royalties (including lessor’s royalties), overriding royalties, production payments, net profits interests and other burdens upon, measured by, or payable out of production from the Alta Mesa Assets, the Business, or the Operating Companies (excluding, for the avoidance of doubt, any Taxes).

“Business” has the meaning set forth in Recital C.

“Business Day” means each calendar day except Saturdays, Sundays, and federal holidays in the United States.

“CARES Act” means the Coronavirus Aid, Relief and Economic Security Act of 2020. “CFIUS” means the Committee on Foreign Investment in the United States.

“CFIUS Approval” means (a) the Parties have received written notice from CFIUS that (i) it has determined that the acquisition by Boss US of 30% of the Newco Membership Interests and the other transactions contemplated hereby and by the Ancillary Documents (collectively, the “Transactions”) are not a covered transaction under Section 721 of the DPA (including its implementing rules, “Section 721”); or (ii) it has concluded all action under Section 721 with respect to the Transactions and has determined that there are no unresolved national security concerns; or (iii) it is not able to conclude action under Section 721 with respect to the Transactions on the basis of a CFIUS Declaration under 31 C.F.R. § 407(a)(2); or (b) if CFIUS has sent a report (the “CFIUS Report”) to the President of the United States requesting the President’s decision, then the President has (i) announced a decision not to take any action to suspend or prohibit the Transactions or (ii) not taken any action to suspend or prohibit the Transactions during the 15-day period following the date of receipt of the CFIUS Report.

“CFIUS Declaration” means a declaration prepared jointly by the Parties with respect to the Transactions and submitted to CFIUS in accordance with the DPA.

“CFIUS Notice” means a joint voluntary notice prepared by the Parties with respect to the Transactions and submitted to CFIUS in accordance with the DPA.

“Closing” has the meaning set forth in Section 7.1. “Closing Date” has the meaning set forth in Section 7.1.

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Company Agreements” means (1) the Amended and Restated Company Agreement of EEC Alta Mesa LLC, dated effective as of October 6, 2021, as amended; (2) the Company Agreement of Leoncito Plant, L.L.C., dated effective October 6, 2021, as amended; (3) the Company Agreement of Leoncito Project, L.L.C., dated effective October 6, 2021, as amended; and (4) the Company Agreement of Leoncito Restoration, L.L.C., dated effective October 6, 2021, as amended.

Exhibit 10.4

Exhibit 10.4

“Company Membership Interests” means all of the membership interests in each of the Owned Companies.

“Completion Date” has the meaning set forth in Section 8.1(b).

“Confidential Information” has the meaning set forth in the Confidentiality Agreement. “Confidentiality Agreement” means that certain Confidentiality Agreement between

enCore and Boss Energy dated October 26, 2023.

“Control” means the ability to direct the management and policies of a Person through ownership of voting shares or other equity rights, pursuant to a written agreement, or otherwise. The terms “Controls” and “Controlled by” and other derivatives shall be construed accordingly.

“Damages” means the amount of any actual Liability, loss, cost, expense, claim, award or judgment incurred or suffered by any Person (to be indemnified under this Agreement) arising out of or resulting from the indemnified matter, whether attributable to personal injury or death, property damage, contract claims (including contractual indemnity claims), torts, or otherwise, including reasonable fees and expenses of attorneys, consultants, accountants or other agents and experts reasonably incident to matters indemnified against, and the reasonable costs of investigation and/or monitoring of such matters, and the reasonable costs of enforcement of the indemnity; provided, however, that the term “Damages” shall not include (i) loss of profits or other consequential damages suffered by the Party claiming indemnification, or any punitive damages (except as otherwise provided herein), or (ii) any Liability, loss, cost, expense, claim, award or judgment to the extent resulting from or to the extent increased by the actions or omissions of any indemnified Party after the Closing Date.

“Deductible” has the meaning set forth in Section 9.4. “Defensible Title” means title that is:

(i)free from such reasonable doubt that a prudent Person engaged in the business of ownership, development and operation of producing uranium mining properties with knowledge of all of the facts and their legal bearing would be willing to accept the same; and

(ii)free and clear of any and all Encumbrances, obligations, and defects, other than Permitted Encumbrances.

“Direct Claim” has the meaning set forth in Section 9.3(b). “DPA” means the Defense Production Act of 1950 as amended.

“EF Note” means that certain Secured Convertible Promissory Note dated November 14, 2022, from enCore US and the Operating Companies, in favor of EFR.

Exhibit 10.4

“EF Security Documents” means those security documents which secure the repayment obligations of enCore US and the Operating Companies under the EF Note, including (a) that Pledge Agreement dated February 14, 2023, by enCore US in favor of EFR; (b) that Security

Exhibit 10.4

Agreement dated February 14, 2023, between enCore US, the Operating Companies and EFR, (c) that Deed of Trust, Assignment of Leases and Rents, Security Agreement, Financing Statement, and Fixture Filing dated February 14, 2023, made by Leoncito Plant L.L.C., in favor of Steven R. Smith, as Trustee, for the benefit of EFR, which was recorded in the official records of Jim Hogg County, Texas, on February 22, 2023, as Document No. 88700; (d) that Leasehold Deed of Trust, Assignment of Leases and Rents, Security Agreement, Financing Statement, and Fixture Filing dated February 14, 2023, from Leoncito Project, L.L.C., in favor of Steven R. Smith, as Trustee, for the benefit of EFR, which was recorded in the official records of Brooks County, Texas, on February 22, 2023, as Document No. 102747, and (e) that Guaranty Agreement between enCore US and EFR dated February 14, 2023.

"EF Acquisition Agreement” means the Membership Interest Purchase Agreement, dated November 13, 2022, by and among EFR, enCore and enCore US.

“Effective Date” has the meaning set forth in the Preamble of this Agreement. “EFR” means EFR White Canyon Corporation, a Delaware corporation. “enCore Indemnified Parties” has the meaning set forth in Section 9.2.

“enCore Party” or “enCore Parties” has the meaning set forth in the Preamble of this Agreement.

“enCore Return” has the meaning set forth in Section 10.3(a).

“Encumbrance” means a mortgage, pledge, hypothecation, lien, easement, right-of-way, encroachment, covenant, condition, right of re-entry, lease, license, assignment, option, claim, royalty or other encumbrance or charge, whether or not registered or registrable, but does not include a Permitted Encumbrance.

“Environmental Laws” means any Laws addressing pollution or protection of the environment, human health, natural resources or threatened, endangered or protected species, or the generation, use, recycling, production, treatment, storage, disposal, transportation, labeling, Release, threatened Release, or exposure to Hazardous Substances, including the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq.; the National Environmental Policy Act, 42 U.S.C. § 4231 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Clean Air Act, 42 U.S.C. § 7401 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C.

§ 5101 et seq.; the Toxic Substances Control Act, 15 U.S.C. §§ 2601 through 2629; the Oil Pollution Act, 33 U.S.C. § 2701 et seq.; the Endangered Species Act, 16 U.S.C. §§ 1531 to 1544; the Emergency Planning and Community Right- to-Know Act, 42 U.S.C. § 11001 et seq.; the Atomic Energy Act of 1954, as amended, 42 U.S.C. § 2011 et seq.; the Uranium Mill Tailings Radiation Control Act, 42 U.S.C. § 7901 et seq.; and the Safe Drinking Water Act, 42 U.S.C. §§ 300f through 300j.

“Equity Exception” has the meaning set forth in Section 3.3.

Exhibit 10.4

Exhibit 10.4

“Financing Failure Event” means any (i) event or circumstance that would reasonably be expected to make all or any portion of the financing to be obtained by Boss Energy pursuant to Section 5.9 unavailable or (ii) the failure of Boss Energy to receive the proceeds from binding financing arrangements entered into pursuant to Section 5.9 withing six Business Days of entering into the binding definitive arrangements with respect to such financing arrangement.

“Financial Statements” has the meaning set forth in Section 3.8(a). “Financing Condition” has the meaning set forth in Section 6.1(i).

“Fraud” means gross negligence, willful misconduct, intentional misrepresentation, or actual and intentional common law fraud under Texas Law in connection with the making of any representation or warranty or covenant contained in this Agreement. Fraud does not include any claim for equitable fraud, promissory fraud, unfair dealings fraud, or any torts based on negligence or recklessness.

“Governmental Authority” means any instrumentality, subdivision, court, administrative agency, commission, official or other authority of the United States or any other country or any state, province, prefect, municipality, locality or other government or political subdivision thereof, applicable stock exchange, or any quasi- governmental or private body exercising any administrative, executive, judicial, legislative, police, regulatory, taxing, importing or other governmental or quasi-governmental authority.

“Governmental Order” means any order, writ, judgment, injunction, decree, consent, stipulation, determination or award entered by or with any Governmental Authority.

“Hazardous Substances” means any pollutants, contaminants, toxic, radioactive or hazardous substances, materials, wastes, constituents, compounds or chemicals that are defined under, listed or regulated by, or may form the basis of liability under any Environmental Laws, including asbestos-containing materials, radioactive materials, petroleum or any fraction thereof, polychlorinated biphenyls, and per- and poly-fluoroalkyl substances (but excluding any Minerals).

“IFRS” has the meaning set forth in Section 3.8.

“Indebtedness” of any Person means and includes, without duplication, (a) indebtedness for borrowed money or indebtedness issued or incurred in substitution or exchange for indebtedness for borrowed money; (b) amounts owing as deferred purchase price for property or services, including all seller notes and “earn-out” payments; (c) indebtedness evidenced by any note, bond, debenture, mortgage or other debt instrument or financial debt security; (d) commitments or obligations by which such Person assures a creditor against loss (including contingent reimbursement obligations with respect to letters of credit); (e) obligations or commitments to repay deposits or other amounts advanced by and owing to third Persons, (f) obligations under any interest rate, currency or other hedging agreement; (g) obligations or commitments under capitalized leases (capital portion) or finance leases; (h) any change of

Exhibit 10.4

control payments or prepayment premiums, penalties, charges or equivalents thereof with respect to any indebtedness, obligation, or liability of the type described in clauses (a) through (g) above, (i) any indebtedness for borrowed money secured by an encumbrance on the assets of such Person, (j) all liabilities for the deferred purchase price of property or services (other than trade payables incurred

Exhibit 10.4

in the ordinary course of business consistent with past practice) and all deferred purchase price liabilities related to past acquisitions, (k) all deferred rent obligations, (l) any stimulus packages, government assistance or other benefits received (such as, but not limited to, loans, benefits, rights or amounts) pursuant to the CARES Act or any other Law that are subject to a repayment obligation (absolute or contingent), (m) deferred payroll taxes (to the extent not included in Net Working Capital), (n) any related party payables (other than between any of the Operating Companies or any of their Affiliates) including declared but unpaid dividends or distributions, (o) all liabilities arising out of interest rate, currency or other hedge agreements or other hedging arrangements, (p) any amounts deposited by a customer with any of the Operating Companies or pre-paid by a customer to any of the Operating Companies in respect of goods or services to be provided by any of the Operating Companies, (q) all credit card balances of any of the Operating Companies, and (r) all accrued interest, prepayment premiums or the like or penalties related to any of the foregoing. Notwithstanding the forgoing, Indebtedness shall not include or encompass any Reclamation Obligations.

“Indemnified Party” has the meaning set forth in Section 9.3(a). “Indemnifying Party” has the meaning set forth in Section 9.3(a).

“Intellectual Property” means all of the following, in any jurisdiction throughout the world: (a) patents and patent applications, including all reissues, divisions, continuations, continuations-in-part, reexaminations and extensions thereof; (b) trademarks, service marks and trade names, together with any registrations and registration applications in connection therewith and all goodwill associated therewith; (c) copyrights and any registrations and registration applications in connection therewith; (d) trade secrets and other rights in confidential information and know-how, including rights in inventions (whether patentable or not), invention disclosures, and protectable business information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals); (e) rights in computer software (including all source code, object code, data and related documentation), and (f) internet addresses, domain names, and other related rights in websites and web pages, including the PFN Technology.

“Intellectual Property Registrations” means all Intellectual Property that is subject to any issuance registration, application or other filing by, to or with any Governmental Authority or authorized private domain registrar in any jurisdiction, including trademark registrations, domain names, copyright registrations, issued and reissued patents, and pending applications for any of the foregoing.

“Intended Tax Treatment” has the meaning set forth in Section 10.4.

“IT Assets” means all information technology assets, computer systems, devices, mobile devices, equipment, hardware, servers, platforms, software applications, cloud storage services, firmware or middleware, networks, telecommunications systems, printers and related infrastructure and facilities owned, operated, licensed or controlled by the Operating Companies.

Exhibit 10.4

“knowledge of the enCore Parties” has the meaning set forth in Section 1.2(d).

Exhibit 10.4

“knowledge of Boss Energy” has the meaning set forth in Section 1.2(d).

“Laws” means all Permits, statutes, rules, regulations, ordinances, orders, common law rulings, and codes of Governmental Authorities.

“Lease(s)” means any lease, sublease, occupancy agreement, license, concession or other similar agreement, in each case whether written or oral, in connection with the lease, occupancy or use of any of the Real Property, including the Uranium Lease and the Uranium Option, together with all amendments, modifications, extensions renewals, notices, guaranties, agreements and other documents with respect thereto.

“Leoncito Restoration” has the meaning set forth in Recital B.

“Liability” (and with the correlative meaning, “Liabilities”) means any and all claims, demands, complaints, actions, litigation, hearings, lawsuits, proceedings, investigations, charges, damages, fines, penalties, deficiencies, judgments, injunctions, orders, decrees, rulings, losses, costs, liabilities, amounts paid in settlement, obligations, Taxes and Encumbrances, including, in each case, costs and reasonable expenses contesting and defending such matters (including reasonable attorneys’ fees and expenses, interest, court costs and other costs of suit, litigation or other proceedings of any kind or of any claim, default or assessment).

“LLC Agreement” means the Amended and Restated Limited Liability Company agreement of Newco to be negotiated and entered into pursuant to Section 2.5 and, subject to the provisions of Section 2.5, entered into between Boss US and enCore US at the Closing.

“LR Membership Interests” has the meaning set forth in Recital B.

“Material Adverse Effect” means any event, condition, effect, change, development or circumstance that, individually or when considered together with any other events, conditions, effects, changes, developments or circumstances (a) would reasonably be expected to materially delay or impair the performance of the enCore Parties’ obligations under the Agreement or (b) would reasonably be expected to have a material adverse effect on the Operating Companies, the Alta Mesa Project or the Alta Mesa Assets, taken as a whole; provided, however, “Material Adverse Effect” shall not include any condition, effect, change, development or circumstance arising out of or attributable to: (i) general economic or political conditions; (ii) conditions generally affecting uranium prices or mining; or (iii) any changes in applicable Laws or accounting rules or the enforcement, implementation or interpretation thereof; provided further, however, that any event, condition, effect, change, development or circumstance referred to in clauses (i), (ii) or

(iii)immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur if it has a disproportionate effect on the Operating Companies, the Alta Mesa Project or the Alta Mesa Assets, taken as a whole, compared to other participants in the industries in which the Operating Companies conduct their businesses.

“Material Boss Mitigation Measure” means any mitigation measure proposed by CFIUS that (i) requires Boss US to hold its ownership interests in Newco indirectly, such as through

Exhibit 10.4

proxy holders or in a voting trust; (ii) interferes with the ability of Boss US to participate in the management of Newco; (iii) requires the exclusion of any material asset from the scope of the

Exhibit 10.4

Transactions or Boss Energy, Boss US, or the Owned Companies to dispose of or license any portion of its businesses, operations, assets or product lines (or any combination thereof), or (iv) any other similar mitigation measure, and in the case of clauses (i), (ii) and (iv) such mitigation measure would reasonably be expected, individually or in the aggregate, to materially and adversely affect the economic benefits of the proposed transactions to Boss US or Boss Energy or the right of Boss US to participate in the management of the Operating Companies as contemplated by the JV Terms. Notwithstanding the preceding sentence, Material Boss Mitigation Measures under clauses (i), (ii) or (iv) shall not include (a) limitations on electronic or physical access by any personnel or affiliates of Boss to (1) any facilities or systems as CFIUS shall determine (so long as the same are not material to the business of Newco or the Operating Companies), or

(2) discussions of cybersecurity plans and measures of any such facilities or systems as CFIUS shall determine, or (b) any requirement by CFIUS that Boss’ representatives on the board of Newco be citizens of the United States or Australia and/or that the appointment of such persons is subject to the review and approval of CFIUS.

“Material enCore Mitigation Measure” means any mitigation measure proposed by CFIUS that (i) requires the Operating Companies or enCore or its Affiliates to dispose of or license any portion of its businesses, operations, assets or product lines (or any combination thereof) or

(ii) any other mitigation similar mitigation measure, in the case of clause (ii) such mitigation measure would reasonably be expected, individually or in the aggregate, to adversely and materially affect the economic benefits of the proposed transactions to the Operating Companies, enCore or its Affiliates or their rights to participate in the management of the Operating Companies as contemplated by the JV Terms.

“Minerals” means all minerals of any kind or character, other than oil and gas, including, but not limited to, uranium and all other minerals mined or extracted primarily for values derived from their content of minerals, in the form of ores, mine waters, leachates, pregnant liquors, pregnant slurries, concentrated slurries, precipitates, whether in dry or slurry state, concentrates, or products beneficiated, upgraded or refined further than concentrates, and whether occurring in intimate depositional relationship with uranium and recovered as secondary values during the mining, extraction, processing, or treatment of uranium.

“Newco” has the meaning set forth in Recital D.

“Newco Membership Interests” means the membership interests in Newco.

“Owned Company” and “Owned Companies” have the meanings set forth in Recital A. “Operating Company IP Agreements” means all contracts containing licenses,

sublicenses, consents to use, settlements, coexistence agreements, covenants not to sue, or the right to receive or obligation to pay royalties or any other consideration, whether oral or written, in which any right in Operating Company Intellectual Property or any other material Intellectual Property used in the conduct of the Business is granted, transferred, assigned or licensed to or from the Operating Companies and that involves annual aggregate consideration in excess of

Exhibit 10.4

$50,000, excluding, in all cases, any contracts for off-the-shelf, click-wrap or other commercially available software, in each case where the cost of the same is less than $25,000 annually.

Exhibit 10.4

“Operating Company IP Registrations” means all Intellectual Property Registrations owned by the Operating Companies.

“Operating Company Intellectual Property” means all Intellectual Property that is owned or purported to be owned by the Operating Companies, including the PFN Technology.

“Party” and “Parties” have the meanings set forth in the Preamble of this Agreement. “Permits” means any permits, licenses, approvals, certificates of authority, franchises,

concessions, registrations, consents, exemptions, identification numbers, or similar qualifications or authorizations issued, granted or given by or under the authority of, or filings with, any Governmental Authority.

“Permitted Encumbrances” means any or all of the following: (i) this Agreement; (ii) consents to assignment that have been obtained, or will be obtained prior to the Closing, from the appropriate Person(s) for the transactions contemplated by this Agreement and the Ancillary Documents; (iii) liens for Taxes or assessments not yet delinquent; (iv) materialmen’s, mechanic’s, repairman’s, employee’s, contractor’s, operator’s and other similar liens or charges arising in the ordinary course of business for amounts not yet delinquent (including any amounts being withheld as provided by Law); (v) all rights to consent by, required notices to, filings with, or other actions by Governmental Authorities in connection with the conveyance of the Alta Mesa Assets or rights or interests therein if they are not required prior to, or are customarily obtained subsequent to, a conveyance in the region where the Alta Mesa Assets are located; (vi) easements, rights-of-way, covenants, servitudes, permits, surface leases and other rights in respect of surface operations which do not, individually or in the aggregate, prevent or materially adversely affect the use, ownership, development or operation of any Alta Mesa Assets; (vii) all rights reserved to or vested in any Governmental Authority to control or regulate any of the Alta Mesa Assets in any manner or to assess Tax with respect to the Alta Mesa Assets, the ownership, use or operation thereof, or revenue, income or capital gains with respect thereto, and all obligations and duties under all applicable Laws of any such Governmental Authority or under any franchise, grant, license or permit issued by any Governmental Authority; (viii) the royalties set out in the Uranium Lease; and (ix) any other Encumbrance on or affecting the Alta Mesa Assets which is paid off and released on or before the Closing or which is discharged at or before the Closing, including the EF Note and the EF Security Documents (subject to, in the case of EF Note if discharged at Closing, the recording and filing of customary documentation necessary to remove such Encumbrances as promptly as practical after the Closing).

“Person” means any individual, firm, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, Governmental Authority or any other entity.

“PFN Technology” means the “Transferred Assets” defined and described in that Asset Purchase Agreement between Energy Fuels Resources (USA) Inc. and enCore US dated April 23, 2023.

Exhibit 10.4

“Potential Acquisition Proposal” has the meaning set forth in Section 5.6(d). “Pre-Closing Partial Period” has the meaning set forth in Section 10.1.

Exhibit 10.4

“Pre-Closing Period” has the meaning set forth in Section 10.1. “Purchase Price” has the meaning set forth in Recital D.

“Reclamation Obligations” means all reclamation and asset retirement obligations of the Operating Companies resulting from uranium mineral exploration and extraction operations on the Alta Mesa Real Property.

“Records” means copies of any files, records, maps, information, and data, whether written or electronically stored, relating to the Alta Mesa Assets or the Operating Companies, including:

(i) land and title records (including title documents and warranties, abstracts of title, title opinions and memoranda, title curative documents and prospect files); (ii) contracts, electric logs, core data, pressure data, decline curves, graphical production curves, geological and mineral resource data (including all maps, logs and reports) and a non-exclusive license to all geophysical data owned by an Operating Company or any of its Affiliates; correspondence; (iv) operations, production, accounting, lease and division order records; (v) production, facility and well records and data; and (vi) any other records, books and files relating to any of the Alta Mesa Assets or the Operating Companies.

"Release” means any presence, emission, spill, seepage, leak, escape, leaching, discharge, injection, pumping, pouring, emptying, dumping, disposal, migration, or release of Hazardous Substances from any source into or upon the indoor or outdoor environment.

“Representatives” means (i) partners, employees, personnel, officers, directors, members, equity owners and counsel of a Party or any of its Affiliates; or (ii) any consultant, advisor or agent retained by a Party or the parties listed in subsection (i) above.

“Required Consents” has the meaning set forth in Section 3.20.

“Sanctions Laws” means economic sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the United Nations Security Council, the European Union, His Majesty’s Treasury and any other sanctions authority with jurisdiction over a Person referred to in the relevant representation.

“Securities Act” means the U.S. Securities Act of 1933, as amended. “Straddle Period” has the meaning set forth in Section 10.1. “Surface Use Agreements” has the meaning set forth in Section 3.13.

“Surety Indemnity Agreement” means that certain General Indemnity Agreement, dated February 5, 2021, made by the Indemnitors named therein for the benefit of Indemnity National Insurance Corporation, as amended to include any joinder of additional Indemnitors.

Exhibit 10.4

“Tax Return” means any return (including any information return), report, statement, schedule, notice, form, election, account, report, computation, estimated Tax filing, claim for refund or other document (including any attachments thereto and amendments thereof) filed with

Exhibit 10.4

or submitted to, or required to be filed with or submitted to, any Governmental Authority with respect to any Tax.

“Taxes” means all federal, state, local, and foreign income, profits, franchise, sales, use, ad valorem, property, severance, production, excise, stamp, documentary, real property transfer or gain, payroll, abandoned and unclaimed property, gross receipts, goods and services, registration, capital, transfer, escheat, unclaimed property, or withholding taxes or other assessments, duties, fees or charges imposed by any Governmental Authority relating to any of the Operating Companies or the Alta Mesa Assets, including any interest, penalties or additional amounts which may be imposed with respect thereto, and “Tax” means any one of them.

“Third Party” means any Person other than a Party to this Agreement or an Affiliate of a Party to this Agreement or their respective Representatives.

“Third Party Claim” has the meaning set forth in Section 9.3(a).

“Transaction Expenses” means, without duplication, (a) all fees and expenses incurred by or on behalf of the Operating Companies at or prior to the Closing in connection with the preparation, negotiation and execution of this Agreement and the performance and consummation of the transactions contemplated hereby (including (i) such fees, costs and expenses that are incurred at or prior to the Closing that are invoiced post-Closing and (ii) fees and disbursements of counsel, investment bankers, accountants, brokers, service providers, representatives and other experts and third parties); provided, however, that notwithstanding any other provision of this Agreement, Transaction Expenses shall exclude any amounts based upon or arising from any arrangements put in place by the Operating Companies at or prior to the Closing at the written request of Boss Energy (but this proviso shall not apply to expenses incurred pursuant to Section 2.1).

“Transfer Taxes” has the meaning set forth in Section 11.3. “Uranium Lease” has the meaning set forth in Section 3.13. “Uranium Loan Agreement” has the meaning set forth in Recital E. “Uranium Option” has the meaning set forth in Section 3.13.

1.2References and Rules of Construction.

(a)All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections and clauses refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections and clauses of or to this Agreement unless expressly provided otherwise. The Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposes.

(b)Titles appearing at the beginning of any Exhibits, Schedules, Articles, Sections, subsections and clauses of this Agreement are for convenience only, do not constitute any part of this Agreement and shall be disregarded in construing the language hereof.

Exhibit 10.4

Exhibit 10.4

(c)The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or clause unless expressly so limited. The words “this Article,” “this Section,” “this subsection,” “this clause,” and words of similar import, refer only to the Article, Section, subsection and clause hereof in which such words occur. The word “including” (in its various forms) shall be deemed to include the terms “including, without limitation,” and “including, but not limited to.” Unless expressly provided to the contrary, the word “or” is not exclusive. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires.

(d)Any representation or warranty qualified to the “knowledge of the enCore Parties” or with any similar knowledge qualification is limited to matters actually known by the respective managers and officers of each of enCore US, enCore, and the Operating Companies. Any representation or warranty qualified to the “knowledge of Boss Energy” or with any similar language qualification is limited to matters actually known by the officers of Boss Energy.

(e)All references to “$” shall be deemed references to U.S. Dollars.

(f)If any payment is required to be made or other action (including the giving of notice) is required to be taken pursuant to this Agreement on a day which is not a Business Day, then such payment or action shall be considered to have been made or taken in compliance with this Agreement if made or taken on the next succeeding Business Day.

(g)As used in this Agreement, “past practice” shall refer to the “past practice” of the Operating Companies (as such “past practice” may have been modified by the Operating Companies since February 14, 2024 after closing of the transactions contemplated by EF Acquisition Agreement).

(h)Each Party has had the opportunity to exercise business discretion in relation to the negotiation of the details of the transaction contemplated hereby.

(i)This Agreement is the result of arm’s length negotiation from equal bargaining positions and each Party and their respective legal counsel equally participated in the preparation and negotiation of this Agreement.

(j)Any rule of construction that a contract be construed against the drafter shall not apply to the interpretation or construction of this Agreement.

ARTICLE II

ESTABLISHMENT OF NEWCO, PURCHASE AND SALE OF MEMBERSHIP INTERESTS AND OTHER TRANSACTIONS

1.1Establishment of Newco. At least three Business Days prior to the Closing Date, enCore US shall organize Newco as a Delaware limited liability company and a wholly-owned

Exhibit 10.4

subsidiary of enCore US, and shall take all steps that are required (including arranging for the execution and delivery by enCore US of assignments of 100% of the Company Membership

Exhibit 10.4

Interests to Newco) to insure that the Owned Companies are wholly-owned subsidiaries of Newco as of the Closing Date. enCore US shall provide drafts of Newco’s Certificate of Formation and other formation documents to Boss US for review and approval at least ten (10) Business Days prior to the Closing Date, and provide documentary evidence of Newco’s formation prior to the Closing Date. enCore shall not allow Newco to engage in any business or other activities prior to the Closing.

1.2Agreement to Purchase and Sell Newco Membership Interests. Subject to the terms and conditions of this Agreement, at the Closing, enCore US shall sell, and Boss US shall purchase, 30% the Newco Membership Interests for the consideration specified in Section 2.3 such that following the sale enCore US shall own 70% of the Newco Membership Interests and Boss shall own 30% of the Newco Membership Interests. enCore US shall transfer those Newco Membership Interests to Boss through the execution and delivery of an assignment in the form attached hereto as Exhibit A.

1.3Purchase Consideration. At the Closing, and subject to the terms and conditions set forth herein, Boss US shall pay or cause to be paid or delivered to enCore US the Purchase Price by wire transfer of immediately available funds, pursuant to written wire transfer instructions provided in writing to Boss Energy at least two Business Days prior to the Closing.

1.4Withholding. Boss US shall be entitled to deduct or withhold any amount for or on account of any Taxes from the payments otherwise due hereunder that are required by Law. If so required, Boss US shall make such deductions or withholdings and pay the amount so deducted or withheld to the appropriate Governmental Authority. Upon making such payments to the appropriate Governmental Authority, Boss US shall be treated as having paid to enCore US the amounts deducted or withheld as otherwise required hereunder. The Parties shall cooperate in good faith to minimize, to the extent permissible under applicable Law, the amount of any such deduction or withholding, including by providing any certificates or forms that are reasonably requested to establish an exemption from (or reduction in) any deduction or withholding.

1.5LLC Agreement. The material terms that will be included in the LLC Agreement are attached hereto as Exhibit E (the “JV Terms”). As soon as reasonably practicable following the Effective Date, outside counsel for Boss Energy will prepare an initial draft of the LLC Agreement, using as a template the Form 5 LLC Mining and Development Agreement (the “Form 5 LLC”) published by The Foundation for Natural Resources and Energy Law (formerly known as the Rocky Mountain Mineral Law Foundation). During the period between the Effective Date and the date the CFIUS Notice or CFIUS Declaration, as applicable, is submitted to CFIUS pursuant to Section 5.8 (the “CFIUS Filing Date”), each Party, having agreed to use the Form 5 LLC as a template and having agreed to all of the material JV Terms, shall negotiate in good faith, and use its reasonable best efforts to (a) finalize the form of the LLC Agreement by the CFIUS Filing Date; provided, that if by the CFIUS Filing Date (as may be extended by Section 5.8), the Parties have not agreed to the form and terms of the LLC Agreement, at Boss Energy’s option, the Parties will include JV Terms with the CFIUS Filing so long as it has complied with the provisions of this Section 2.5, provided, further that, from and after the date the CFIUS Filing is made, each Party shall continue to negotiate in good faith and use its reasonable best efforts to finalize the form and terms of the LLC Agreement as promptly as

Exhibit 10.4

practical and (b), subject to the terms and conditions of this Agreement, cause enCore US and Boss US to enter into, effective as of the

Exhibit 10.4

Closing Date, the LLC Agreement. If enCore US and Boss US do not execute and deliver the LLC Agreement by the Closing Date solely as a result of the failure to agree to a finalize the form and terms of the LLC Agreement in compliance with this Section 2.5, then, upon consummation of the Closing, the JV Terms shall constitute the “limited liability company agreement” (as such term is defined under the Delaware Limited Liability Company Act) of Newco and shall be binding on enCore US and Boss US, as the members of Newco, until such time as they have executed and delivered the LLC Agreement.

1.6Subscription Agreement. Boss Energy shall execute and deliver the Subscription Agreement attached as Exhibit B hereto simultaneous with the execution and delivery of this Agreement, pursuant to which Boss Energy agrees, subject to the Closing of this Agreement and any conditions precedent set forth in the Subscription Agreement, to purchase, on the Closing Date, $10,000,000 worth of enCore’s Shares.

1.7Uranium Loan. On the Effective Date, Boss and enCore US will enter into the Uranium Loan Agreement attached hereto as Exhibit D hereto (the “Uranium Loan Agreement”), pursuant to which Boss will agree subject to any conditions precedent set forth in the Uranium Loan Agreement, to lend to enCore up to 200,000 lbs. of U3O8.

1.8Strategic Collaboration Agreement. On the Effective Date, Boss and enCore US will enter into the Strategic Collaboration Agreement attached hereto as Exhibit C (the “Strategic Collaboration Agreement”) pursuant to which they will, subject to any conditions precedent set forth in the Strategic Collaboration Agreement, share certain intellectual property and collaboratively pursue the advancement of the PFN Technology.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE ENCORE PARTIES

The enCore Parties, jointly and severally, represent and warrant the following to Boss Energy, acknowledging that Boss Energy is relying upon such representations and warranties in connection with its execution, delivery and performance of this Agreement; provided, however, that with respect to the representations and warranties in Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.18, and Section 3.27 such representations and warranties (the “Qualified Representations and Warranties”) shall be qualified by “to the Knowledge of the enCore Parties” with respect to any period prior to February 14, 2023.

1.1Organization and Qualification. enCore is a corporation, duly incorporated, validly existing and in good standing under the laws of the Province of British Columbia, Canada. enCore US is a corporation, duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. Each of the enCore Parties has all necessary corporate power and authority to carry on its business as it is now being conducted, except where the failure to be so qualified would not materially delay or impair each enCore Party’s obligations under or ability to execute and deliver this Agreement and is qualified to do business under the Laws of each jurisdiction in which it carries on its business. True and correct copies of the organizational documents of each enCore Party as in effect as of the Effective Date, have been provided to Boss

Exhibit 10.4

Energy prior to the Effective Date and such organizational documents have not been amended or otherwise modified prior to the Effective Date.

Exhibit 10.4

1.2Organization and Qualification of Operating Companies. Each of the Operating Companies is a limited liability company, duly organized, validly existing and in good standing under the Laws of the State of Texas and has all necessary organizational power and authority to carry on its business as it is now being conducted and is qualified to do business under the Laws of each jurisdiction in which it carries on its business. True and correct copies of the organizational documents of each of the Operating Companies as in effect as of the Effective Date have been provided to Boss Energy prior to the Effective Date and such organizational documents have not been amended or otherwise modified.

1.3Authorization and Enforceability. Each of the enCore Parties has the requisite power and authority to execute and deliver this Agreement and the contracts, agreements, documents and instruments executed and delivered in connection with this Agreement (the “Ancillary Documents”) and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document, and the performance of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of each of the enCore Parties. This Agreement has been duly executed and delivered, and all Ancillary Documents will be duly executed and delivered as required hereunder. This Agreement constitutes, and each of the Ancillary Documents will constitute, a valid and binding obligation of each of the enCore Parties, enforceable in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (the “Equity Exception”).

1.4Powers of Attorney. No Person has any power of attorney to act on behalf of any Operating Company in connection with its business or any of the Alta Mesa Assets that it holds other than such powers to so act as normally pertain to the managers or officers of such Operating Company. A true and correct list of each of the managers and officers of the Operating Companies is set forth on Schedule 3.4.

1.5No Conflict. Assuming the Required Consents are obtained and the conditions to the Subscription Agreement have been satisfied, the execution, delivery and performance of this Agreement and the Ancillary Documents by the enCore Parties will not (a) violate any provision of the organizational documents of either of the enCore Parties or any Operating Company, (b) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, acceleration or cancellation of, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which either of the enCore Parties (to the extent that such conflict, default, breach, consent or termination acceleration is (i) material to or materially impairs the Operating Companies, or (ii) results in the inability of the enCore Parties to perform their respective obligations under this Agreement) or any Operating Company is a party or which affects in any material respect any of the Alta Mesa Assets or the Business, or (c) conflict with or violate in

Exhibit 10.4

any material respect any Law or Governmental Order applicable to either of the enCore Parties or any Operating Company or any of the Alta Mesa Assets or the Business.

Exhibit 10.4

1.6Capitalization. The Company Membership Interests constitute all of the issued and outstanding equity interests of the Owned Companies and are owned of record and beneficially by enCore US, free and clear of all Encumbrances other than those created by the EF Security Documents. Other than the Company Membership Interests, no other classes, groups or categories of limited liability company ownership interests have been established or exist for any Owned Company. All of the LR Membership Interests are owned of record and beneficially by Leoncito Project, L.L.C., free and clear of all Encumbrances. Except to the extent created by the EF Security Documents, there are no options, warrants, conversion privileges or other rights, member rights plans, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) of any character requiring or which may require the sale or transfer of any membership interest, or any other equity interest in, any Operating Company. All Company Membership Interests and LR Membership Interests have been duly authorized and validly issued. All Company Membership Interests and LR Membership Interests have been issued in compliance with all applicable Laws. There are no outstanding contractual or other obligations of any Operating Company to repurchase, redeem or otherwise acquire all or any portion of the Company Membership Interests or LR Membership Interests. Other than the Company Agreements, there are no limited liability company, operating, ownership, voting or similar agreements with respect to any of the Operating Companies. Other than Leoncito Project, L.L.C.’s 100% ownership of Leoncito Restoration, none of the Operating Companies has any subsidiaries. No Operating Company has granted, and there are no outstanding or authorized compensatory or service-linked equity awards or other equity- based awards or interests with respect to any equity or voting interests in any Operating Company, including any profits interests, appreciation or participation rights or similar arrangements.

1.7Books and Records. The books of account and other records of the Operating Companies are complete and correct in all material respects and have been maintained in accordance with sound business practices, including the maintenance in all material respects of an adequate system of internal controls. True and complete copies of all such books and records have been made available to Boss Energy and, at the Closing, the originals of all such books and records will be in the possession of the Operating Companies.

1.8Financial Information; Accounts Receivable.

(a)True and complete copies of (i) the unaudited financial statements of the Operating Companies as of December 31, 2021 and 2022, and (ii) the unaudited financial statements of the Operating Companies as of September 30, 2023 (collectively, the “Financial Statements”) have been delivered to Boss Energy. The balance sheet of each of the Operating Companies and their Affiliates as of September 30, 2023 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date.”

(b)The Financial Statements (i) were prepared in accordance with the books of account and other records of the Operating Companies (except as may be indicated in the notes thereto), (ii) present fairly in all material respects the financial condition and results of operations of the Operating Companies as of the dates thereof or for the periods covered thereby, (iii) were prepared in a manner and on a basis consistent with the past practices of the Operating Companies and its affiliate parent company except as expressly disclosed therein, and (iv) were

Exhibit 10.4

prepared using policies, procedures and conventions in accordance with the International Accounting Standards Board (“IFRS”).

Exhibit 10.4

(c)enCore has established and maintains a system of internal controls with respect to the Operating Companies. Such internal controls are designed to provide reasonable assurance that (i) transactions are executed in all material respects in accordance with management’s authorization and (ii) transactions are recorded as necessary to permit preparation of financial statements of enCore in conformity with IFRS and to maintain accountability for each Operating Company’s assets.

(d)Neither enCore US nor enCore has identified in writing or has received written notice from an independent auditor of (x) any significant deficiency or material weakness in the system of internal controls utilized by enCore with respect to the Operating Companies, (y) any material fraud that involves any of enCore’s management or other employees who have a significant role in the preparation of financial statements or the internal controls over financial reporting utilized by enCore with respect to the Operating Companies or (z) any claim or allegation regarding any of the foregoing.

(e)All accounts receivable of the Operating Companies arose only from bona fide transactions in the ordinary course of business.

1.9Absence of Certain Changes. Since the Balance Sheet Date through the Effective Date, the Operating Companies have conducted their operations in the ordinary course of business in all material respects, and except as otherwise contemplated by this Agreement, there has not been:

(a)any change in any method of accounting or accounting practice by any of the Operating Companies;

(b)any sale, assignment, conveyance, license, sublease or other disposition of any Alta Mesa Assets or imposition of any Encumbrance (other than Permitted Encumbrances) on any of the foregoing except in the ordinary course of business or as contemplated in this Agreement;

(c)any delay or postponement of the payment of accounts payable and other liabilities outside the ordinary course of business;

(d)any cancellation, compromise, waiver or release of any right or claim (or series of related rights and claims) either involving more than $10,000 or outside the ordinary course of business;

(e)any write-down or write-off of the value of any material asset, except for write- downs or write-offs of accounts receivable or inventories in the ordinary course of business or otherwise that would be required for the preparation of audited balance sheets or obsolete or surplus property not needed for operation of the Project;

(f)any other transaction or commitment made, or any contracts entered into, by any of the Operating Companies relating to their assets or business or the Alta Mesa Project, other than transactions, commitments and contracts in the ordinary course of business and those contemplated by this Agreement;

Exhibit 10.4

Exhibit 10.4

(g)any action taken by either of the enCore Parties or any of the Operating Companies or, to the knowledge of the enCore Parties, by another Person on behalf of either of the enCore Parties or any of the Operating Companies that will or may reasonably be expected to cause or constitute a breach of any provision of this Agreement in any material respect;

(h)any action (or omission) by either of the enCore Parties or any of the Operating Companies that, if taken or omitted after the Effective Date, would require the consent of Boss Energy pursuant to Section 5.4(b); or

(i)any agreement, whether or not in writing, to do any of the foregoing by the enCore Parties, any of its Affiliates or any of the Operating Companies.

1.10Absence of Undisclosed Liabilities. The Operating Companies have no outstanding Liabilities (whether absolute, accrued, contingent or otherwise) and are not party to or bound by any suretyship, guarantee, indemnification or assumption agreement, or endorsement of, or any other similar commitment with respect to the Liabilities of any Person (whether absolute, accrued, contingent or otherwise) other than Liabilities (a) reflected or reserved against on the Balance Sheet included in the Financial Statement; (b) disclosed in Schedule 3.10; (c) incurred since the date of the Financial Statement in the ordinary course of business of the Operating Companies and not material to any of the Operating Companies; (d) incurred pursuant to this Agreement; (e) which are executory performance obligations arising under Contracts entered into in the ordinary course of business consistent with past practice to which the Operating Companies are a party or otherwise bound; (f) constituting Reclamation Obligations; (g) that, in the aggregate, do not exceed

$250,000; or (h) the subject matter of which is expressly addressed by another representation and warranty in this Article III. None of the Liabilities described in clauses (a) - (g) above relates to or has arisen out of a breach of contract, breach of warranty, tort, infringement, violation of Law by or against any of the Operating Companies or an Affiliate or any action or judgment involving the Operating Companies or an Affiliate.

1.11Litigation. There are not any actions, suits, claims, investigations or other legal proceedings pending or, to the knowledge of the enCore Parties, threatened in writing against any of the enCore Parties or the Operating Companies which, if determined adversely, may be adverse to the Operating Companies, the Alta Mesa Assets, or the Business in any material respects.

1.12Compliance with Laws; Permits.

(a)Each of the enCore Parties and each Operating Company has complied and continues to comply in all material respects with all applicable Laws, including but not limited, to all applicable foreign, United States federal and state laws relating to the prevention of bribery, corruption, money laundering, fraud and other similar laws and regulations, and, to the knowledge of the enCore Parties, there are no existing, pending or threatened conditions or circumstances that might constitute or cause any violation of any applicable Laws by any Operating Company. This Section 3.12(a) shall not apply with respect to representations with regard to Taxes, which shall be governed by Section 3.17.

Exhibit 10.4

(b)Each Operating Company possesses all material Permits necessary to enable them to conduct their business, own the Alta Mesa Assets and operate the Business and the

Exhibit 10.4

Alta Mesa Project in the manner in which the Business and the Alta Mesa Project are being operated currently. All such material Permits are disclosed on Schedule 3.12. All such material Permits are in full force and effect, and no action, claim or proceeding exists or is pending or, to the knowledge of the enCore Parties, threatened to suspend, revoke, terminate or prevent the exercise of rights under, or renewal of, any such material Permit or to declare any such material Permit invalid. Each Operating Company is in compliance in all material respects with all such material Permits, and, to the knowledge of the enCore Parties, there are no violations of any such material Permit that would (or could with notice or lapse of time) result in the termination of such material Permit. The transactions contemplated by this Agreement and the Ancillary Documents will not materially adversely affect the validity of any such material Permit or cause a cancellation of or otherwise materially adversely affect such material Permit, and, to the knowledge of the enCore Parties, no other material Permits are required in order to conduct the Operating Companies’ business, own the Alta Mesa Assets or operate the Business and the Alta Mesa Project, in each case, in the manner in which the Business and the Alta Mesa Project are currently being operated. There are no material Permits held by the enCore Parties or (other than the Operating Companies) any of its Affiliates relating to any of the Alta Mesa Assets or the Business or the Alta Mesa Project.

1.13Alta Mesa Contracts.

(a)Schedule 3.13 lists all material contracts, leases, mortgages, deeds, licenses, instruments, notes, commitments, undertakings, indentures and other agreements to which any of the Operating Companies is a party or that materially affect or involve any of the Operating Companies, the Alta Mesa Assets or the operation of the Business or the Alta Mesa Project (the “Alta Mesa Contracts” but excluding the EF Acquisition Agreement and the EF Security Documents and the Uranium Loan Agreement), including the following agreements:

(i)[Description of Agreement Redacted]

(ii)[Description of Agreement Redacted]

(iii)[Description of Agreement Redacted]

(iv)[Description of Agreement Redacted]

(v)[Description of Agreement Redacted]

(vi)[Description of Agreement Redacted]

(vii)[Description of Agreement Redacted]

(viii)[Description of Agreement Redacted]

(b)The enCore Parties have made available to Boss Energy true and complete copies of each Alta Mesa Contract and all amendments or modifications thereto.

Exhibit 10.4

(c)All of the Alta Mesa Contracts are in full force and effect and will remain in full force and effect at Closing. No action, claim or proceeding exists or is pending or, to the

Exhibit 10.4

knowledge of the enCore Parties, threatened to terminate or prevent the enjoyment or exercise of the Operating Companies’ rights under any Alta Mesa Contract or to declare any Alta Mesa Contract invalid or unenforceable. Each Operating Company is in compliance in all material respects with all Alta Mesa Contracts, and, to the knowledge of the enCore Parties, there are no circumstances or events which, with notice or lapse of time or both, would result in or constitute a breach or default under any Alta Mesa Contract. The transactions contemplated by this Agreement and the Ancillary Documents will not materially adversely affect the validity of any Alta Mesa Contracts or cause a breach or default under or otherwise materially adversely affect any Alta Mesa Contracts.

(d)Except as expressly disclosed on Schedule 3.13 and the EF Note and the EF Security Documents, none of the Alta Mesa Assets or Operating Companies is subject to or burdened by any contract that can be reasonably expected to result in payments to or receipts of revenue by the enCore Parties or any of the enCore Parties’ Affiliates (other than the Operating Companies) or any Third Party during the current or any subsequent calendar year, including (i) any operating agreement, transportation agreement, exploration agreement, joint development agreement, participation agreement and processing or similar contract or sales, purchase or exchange contract or call on production or (ii) any indenture, mortgage, loan, deed of trust, note purchase agreement, credit or sale-leaseback, guaranty, bond, letter of credit or similar contract that will not be terminated with respect to the Alta Mesa Assets on or before Closing.

1.14Alta Mesa Real Property. Schedule 3.14 sets forth a complete list of all real property included among the Alta Mesa Assets (the “Alta Mesa Real Property”) and the ownership thereof, which real property will remain the real property of the Operating Companies through Closing. Each Operating Company owns Defensible Title to the Alta Mesa Real Property that such Operating Company is listed as owning on Schedule 3.14, free and clear of all Encumbrances, except for Permitted Encumbrances, and to the knowledge of the enCore Parties, the underlying property owners under each of the Uranium Lease, the Uranium Option and the Surface Use Agreements own Defensible Title to the properties covered thereby. No Third Person has any rights to use or acquire all or any portion of any of the Alta Mesa Real Property, other than as set forth in the Alta Mesa Contracts applicable thereto. The Alta Mesa Real Property includes all uranium and associated minerals and the rights to explore, develop and mine the same.

1.15Alta Mesa Personal Property. Schedule 3.15 sets forth a complete list of all the material personal property included among the Alta Mesa Assets (the “Alta Mesa Personal Property”). Each Operating Company owns Defensible Title to the Alta Mesa Personal Property that such Operating Company is listed as owning on Schedule 3.15, free and clear of all Encumbrances, except for Permitted Encumbrances or where the failure to hold such Defensible Title would not be material to the Operating Companies.

1.16Bank Accounts. Schedule 3.16 sets forth a true, correct and complete list and description of all bank accounts owned and/or used by the Operating Companies (including the name of each Person with signing authority or access thereunder).

Exhibit 10.4

1.17Taxes and Assessments.

(a)All material Taxes related to the Operating Companies and the Alta Mesa Assets that have become due and payable have been properly paid.

(b)All Tax Returns with respect to Taxes that are required to be filed by any of the Operating Companies in respect of the Operating Companies, the Alta Mesa Assets, or otherwise have been timely filed, and all such Tax Returns are true, correct and complete in all material respects.

(c)All Taxes that an Operating Company is obligated to withhold from amounts owing to any Person have been properly withheld and timely remitted to the appropriate taxing authority.

(d)No action, suit, Governmental Authority proceeding or audit is now in progress or pending with respect to any of the Operating Companies or the Alta Mesa Assets, and none of the enCore Parties or the Operating Companies has received written notice of any pending claim against it from any applicable Governmental Authority for assessment of Taxes and no such claim has been threatened.

(e)No audit, litigation or other proceeding with respect to Taxes related to any of the Operating Companies or the Alta Mesa Assets has been commenced or is presently pending. None of the enCore Parties or the Operating Companies has granted an extension or waiver of the statute of limitations applicable to any Tax related to any of the Operating Companies or the Alta Mesa Assets, which extension or waiver has not yet expired.

(f)No claim has been made by any taxing authority in a jurisdiction where any Operating Company does not file Tax Returns or pay Taxes that such Operating Company may be required to file Tax Returns or be subject to Tax by that jurisdiction.

(g)No Operating Company is subject to Tax in any country, other than the country in which it is organized, by virtue of having, or being deemed to have, employees, a permanent establishment, fixed place of business or similar presence.

(h)None of the enCore Parties or the Operating Companies is a party to or bound by any Tax allocation or Tax sharing or indemnification agreement with respect to any of the Operating Companies or the Alta Mesa Assets.

(i)During the period that enCore US has owned the Operating Companies, each of the Operating Companies has been classified as a disregarded entity for U.S. federal income and applicable state and local tax purposes and none of the Alta Mesa Assets is subject to any Tax partnership agreement or is otherwise treated, or required to be treated, as held in an arrangement requiring a partnership income Tax Return to be filed for federal or state income tax purposes.

Exhibit 10.4

(j)None of the Alta Mesa Assets is “tax-exempt use property” within the meaning of Section 168(h) of the Code or “tax-exempt bond financed property” within the meaning of Section 168(g)(5) of the Code.

Exhibit 10.4

(k)All of the Alta Mesa Assets that are subject to property Taxes have been properly listed and described on the property tax rolls of the appropriate Governmental Authority for all assessment dates prior to Closing.

(l)The enCore Parties and the Operating Companies, as applicable, have complied with all escheat or unclaimed property Laws with respect to funds or property received in connection with owning or operating the Alta Mesa Assets.

(m)There are no Encumbrances for Taxes upon the Company Membership Interests, the LR Membership Interests or the Alta Mesa Assets other than Permitted Encumbrances.

(n)None of the Operating Companies will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any of the following that occurred or exists on or prior to the Closing Date (in each case where there is a reference to the Code or Treasury Regulations, including any corresponding or similar provision of state, or local or non

U.S. income tax Law): (A) a “closing agreement” as described in Section 7121 of the Code; (B) an installment sale or open transaction; (C) a prepaid amount or deferred revenue recognized; (D) a change in the accounting method of any Operating Company pursuant to Section 481 of the Code; or (E) otherwise as a result of a transaction or accounting method that accelerated an item of deduction into periods ending on or before the Closing Date or a transaction or accounting method that deferred an item of income into periods beginning after the Closing Date.

(o)None of the Operating Companies has elected, through action or inaction, to benefit from any payroll Tax relief, including Tax credits and Tax deferrals, under any legislation or related authority promulgated under United States federal or state Laws that addresses the financial impact of COVID-19 on employers.

1.18Environmental Matters.

(a)Except as set forth on Schedule 3.18:

(i)with respect to the Alta Mesa Assets, the Operating Companies (A) are, and have been, operating in full compliance with all Environmental Laws in all material respects, and (B) have no material Liability under Environmental Laws or with respect to Hazardous Substances;

(ii)the Operating Companies hold, and at the Closing will hold, all Permits (as set forth on Schedule 3.12) necessary to operate the Alta Mesa Project in compliance with all Environmental Laws in all material respects, and all such Permits are, and at the Closing will be, valid and in full force and effect;

(iii)none of the enCore Parties or the Operating Companies has entered into, nor is any of the enCore Parties or the Operating Companies subject to any Governmental Order that relates to the present or future use of any of the Alta Mesa Assets or requires any material change in the present operation of any of the Alta Mesa Assets;

Exhibit 10.4

Exhibit 10.4

(iv)no Governmental Order or other Action is pending, and, to the knowledge of the enCore Parties, no Governmental Order or other Action has been threatened, by any Governmental Authority or Third Party concerning any actual or alleged violation of or material Liability under any Environmental Law or with respect to Hazardous Substances;

(v)none of the enCore Parties or the Operating Companies has received any written request from a Governmental Authority or any notice from any Governmental Authority or Third Party alleging any current or past violation or potential violation of or material Liability under any Environmental Law or with respect to Hazardous Substances in respect of any of the Alta Mesa Assets;

(vi)no Hazardous Substance has been used, generated, manufactured, refined, treated, transported, stored, handled, disposed of, transferred, produced or processed at, on, under or from any of the Alta Mesa Assets except in compliance with all Environmental Laws; and

(vii)(A) there has been no Release of Hazardous Substance by any Person (and, to the knowledge of the enCore Parties, no Hazardous Substance is otherwise present) at, on, under or from any of the Alta Mesa Assets, and (B) none of the Operating Companies has arranged, by contract, agreement, or otherwise, for the transportation, treatment or disposal of Hazardous Substances at any location, in either case, except as would not reasonably be expected to result in material Liability.

(b)enCore has made available to Boss Energy true and complete copies of all assessments, audits, Permits, reports and all material documents in its possession or under its control relating to the environmental condition of the Alta Mesa Assets or any Operating Company’s compliance with Environmental Laws.

(c)The Operating Companies currently satisfy all financial assurance obligations relating to the Project through reclamation bonds totaling approximately [Amount Redacted] (as of the date of this Agreement), a true and complete list of which is set forth on Schedule 3.18.

1.19Bankruptcy; Solvency. There are no bankruptcy, insolvency, reorganization, receivership or similar proceedings pending against, being contemplated by, or, to the knowledge of the enCore Parties, threatened against the enCore Parties, any Operating Company or any Affiliate thereof. The enCore Parties are not entering into this Agreement with actual intent to hinder, delay or defraud any creditor. Each of the enCore Parties and the Operating Companies is currently solvent and will be solvent immediately after the Closing after giving effect to (i) the transactions contemplated in this Agreement and the Ancillary Documents and (ii) any other transactions contemplated by the enCore Parties or any of its Representatives on or after the Closing, which would be taken into account in determining whether any of the transactions contemplated hereby were invalid or illegal under, in violation of, or can be set aside or give rise to, any award or damages, sanctions or other Liability against Boss or any of its respective Affiliates or Representatives under applicable bankruptcy, fraudulent conveyance, fraudulent transfer or other similar Laws.

Exhibit 10.4

1.20Consents, Approvals or Waivers. Schedule 3.20 sets forth any and all consents, approvals and waivers of any nature that any of the enCore Parties or the Operating Companies or any of their respective Affiliates or Representatives must obtain from any Person, including any Governmental Authority, in order to consummate the transactions contemplated under this Agreement (and under any Ancillary Document required to be executed and delivered by the enCore Parties hereunder) (collectively, “Required Consents”). Except as set forth on Schedule 3.20, the enCore Parties’ execution, delivery and performance of this Agreement by the enCore Parties (and any Ancillary Document required to be executed and delivered by the enCore Parties hereunder) is not and will not be subject to any Required Consents. Schedule 3.20 describes, for each Required Consent, (i) the Governmental Authority or other Person from which each Required Consent must be obtained, and (ii) the agency contact information for the Governmental Authority from which each Required Consent must be obtained.

1.21Governmental Authorization. Provided that each of the Required Consents set forth on Schedule 3.20 is obtained at or before the Closing, the execution, delivery and performance by the enCore Parties of this Agreement and the Ancillary Documents to which the enCore Parties will become a party, including the sale, transfer and conveyance of the Operating Companies and any related or resulting changes in control of any of the Alta Mesa Assets, will not (i) violate or conflict with any Law, including any Environmental Law, or any Governmental Order, or (ii) require the approval of any Governmental Authority, except where the violation, conflict or failure to obtain the approval would not have a Material Adverse Effect.

1.22Royalty Obligations. Except as set forth in the Uranium Lease, no Person is currently entitled to any royalty, net profits interest, carried interest or any other interests based on the production and/or sale of Minerals from the Alta Mesa Assets, including any advance royalties. Except for such items that are being held in suspense as permitted by Law, all amounts due and payable under the Burdens with respect to the Assets have been paid in full.

1.23Employees and Benefits Matters. No Operating Company has any employees or any Benefit Plans, or any material outstanding liabilities or obligations to any former employees under any Benefit Plan, applicable employment laws, or otherwise. Without limiting the generality of the preceding sentence (a) the Operating Companies are and for the past three (3) years have been in compliance with Laws in all material respects regarding the proper classification and treatment of each individual who has provided services to the Operating Companies and is or was classified and treated as an independent contractor, consultant, leased employee, or other non- employee service provider, and (b) the consummation of the Transactions will not, either alone or together with any other event, entitle any former or current employee, manager, director, or service provider of any of the Operating Companies to any payment.

1.24Expropriation. No part of the Alta Mesa Assets has been taken, condemned or expropriated by any Governmental Authority nor has any written notice or proceeding in respect thereof been given or commenced nor do the enCore Parties or the Operating Companies know of any intent or proposal to give such notice or commence any such proceedings.

Exhibit 10.4

1.25Insurance. Schedule 3.25 sets forth a complete and accurate list of each insurance policy under which the Operating Companies have been an insured, a named insured or otherwise the principal beneficiary of coverage at any time or relating to any of the Alta Mesa Assets or the

Exhibit 10.4

Business as of the Effective Date. The enCore Parties have made available or will make available prior to the Closing Date to Boss a true and complete copy of each such policy that is in effect as of the Effective Date. With respect to each such policy, none of the Operating Companies, nor, to the knowledge of the enCore Parties, any other party to the policy is in material breach or default thereunder (including with respect to the payment of premiums or the giving of notices), and the enCore Parties do not know of any occurrence or any event which (with notice or the lapse of time or both) would constitute such a breach or default or allow termination, modification or acceleration under the policy. All appropriate insurers under such insurance policies have been notified of all potentially insurable losses and pending litigation and legal matters, and no such insurer has informed any of the Operating Companies or the enCore Parties of any denial of coverage or reservation of rights thereto. Schedule 3.25 also describes any self-insurance arrangements affecting any of the Operating Companies or Alta Mesa Assets. All of the insurance policies listed in Schedule 3.25 shall remain in full force and effect following the Closing.

1.26Intellectual Property.

(a)Schedule 3.26 lists all Operating Company IP Registrations.

(b)An Operating Company is the sole legal and beneficial, and with respect to the Operating Company IP Registrations, record, owner of all right, title and interest in and to all Operating Company Intellectual Property free and clear of all Encumbrances other than Permitted Encumbrances. The Operating Company Intellectual Property is, and the Operating Companies’ rights in the Operating Company Intellectual Property are subsisting and, to the knowledge of the enCore Parties, valid and enforceable.

(c)The Operating Companies own or have the right to use all Intellectual Property used in the conduct of the Business as conducted on the Closing Date. The consummation of the transactions contemplated hereunder will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other Person (except for the consents set forth in Schedule 3.20) in respect of, the Operating Companies’ right to own, use or hold for use any Intellectual Property as owned, used or held for use in the conduct of the Business as conducted on the Closing Date.

(d)To the knowledge of the enCore Parties, the Operating Companies have not infringed or misappropriated the Intellectual Property of any Person and, to the knowledge of the enCore Parties, the conduct of the Business as conducted on the Closing Date does not infringe the Intellectual Property rights of any Person. To the knowledge of the enCore Parties, no Person has infringed or misappropriated any Operating Company Intellectual Property.

(e)To the knowledge of the enCore Parties, the Operating Companies are not subject to any outstanding or prospective Governmental Order (but not including any motion or petition therefor) that restricts or impairs the use of any Operating Company Intellectual Property.

Exhibit 10.4

(f)The Operating Companies have taken commercially reasonable efforts to protect and preserve the confidentiality of trade secrets included in the Operating Company Intellectual Property.

Exhibit 10.4

1.27COVID-19; CARES Act. None of the Operating Companies received any loans under the CARES Act.

1.28Brokers. Except as set forth on Schedule 3.28, no broker, finder, investment banker or other agent is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of any of the enCore Parties or the Operating Companies. The enCore Parties shall be solely responsible for payment of any such fee or commission, and Boss Energy shall have no direct or indirect responsibility or liability for any such fee or commission.

1.29Technical Report. To the knowledge of the enCore Parties, since the date of preparation of the technical report on the Alta Mesa Assets entitled “Technical Report Summary for the Alta Mesa Uranium Project, Brooks and Jim Hogg Counties, Texas, USA” prepared by Douglas Beahm, PE, PG, BRS Engineering Inc. Riverton, Wyoming with an effective date of January 19, 2023 (the “Technical Report”) there has been no material change to the Alta Mesa Assets that would change any aspect of the Technical Report in any material respect.

1.30Alta Mesa Assets. Together with the services provided by enCore US and its Affiliates, the Alta Mesa Assets constitute substantially all of the assets, other than Permits which have not yet been obtained, necessary to mine and operate the Alta Mesa Project in the manner currently planned by enCore. All of the Alta Mesa Assets are owned, leased, or held for use by one of the Operating Companies.

1.31Sanctions Compliance.

(a)Neither enCore nor any of its Subsidiaries is a Person that is, or is 50% or more owned or controlled, individually or in the aggregate, by a Person that is: (i) the subject of any economic sanctions administered under the Sanctions Laws; or (ii) the government of, or located, organized or resident in, a country or territory that is the subject of any comprehensive economic sanctions amounting to an embargo (including, without limitation, Belarus, Cuba, Iran, North Korea, Syria, or the Crimea, Donetsk and Luhansk regions of Ukraine).

(b)enCore and its Subsidiaries are in compliance with all applicable Sanctions Laws in all material respects. enCore has instituted and maintains policies and procedures designed to achieve compliance with the Sanctions Laws applicable to them.

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BOSS

Boss Energy represents and warrants to the enCore Parties the following:

1.1Existence and Qualification. Boss Energy is a corporation, duly incorporated, validly existing and in good standing under the Laws of Australia.

1.2Power. Boss Energy has the requisite power and authority to execute and deliver this Agreement and the Ancillary Documents and to consummate the transactions contemplated hereby and thereby, and the execution and delivery of this Agreement and the Ancillary

Exhibit 10.4

Exhibit 10.4

Documents by Boss Energy and the consummation of the transactions contemplated hereby and thereby have been duly authorized.

1.3Authorization and Enforceability. The execution, delivery and performance of this Agreement and each Ancillary Document required to be executed and delivered by Boss Energy at Closing, and the performance of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of Boss Energy. This Agreement has been duly executed and delivered by Boss Energy (and all Ancillary Documents required hereunder to be executed and delivered by Boss Energy at Closing will be duly executed and delivered by Boss Energy or Boss US) and this Agreement constitutes, and at the Closing such Ancillary Documents will constitute, the valid and binding obligations of Boss Energy or Boss US, as applicable, enforceable in accordance with their terms, subject to the Equity Exception.

1.4No Conflicts. The execution, delivery and performance of this Agreement and each Ancillary Document required to be executed and delivered by either Boss Energy or Boss US at Closing, and the performance of the transactions contemplated hereby and thereby, will not (a) violate any provision of the organizational documents of either Boss Energy or Boss US, (b) result in default (with due notice or lapse of time or both) or the creation of any Encumbrance or give rise to any right of termination, cancellation or acceleration under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license or agreement to which either Boss Energy or Boss US is a party, or (c) violate any judgment, order, ruling or regulation applicable to Boss Energy or Boss US as a party in interest.

1.5Litigation. There are no actions, claims, suits, demands or proceedings pending, or, to the knowledge of Boss Energy, being contemplated or threatened in writing by a Person, before any Governmental Authority, arbitrator or mediator to which either Boss Energy or any of its Subsidiaries is a party or its or their assets are subject, which would impair the ability of Boss Energy or Boss US to perform their obligations or their under this Agreement or any Ancillary Document required to be executed and delivered by Boss Energy or Boss US at Closing.

1.6Consents, Approvals or Waivers. Except as set forth on Schedule 4.6, the execution, delivery and performance of this Agreement by Boss Energy (and any Ancillary Document required to be executed and delivered by either Boss Energy or Boss US at Closing) is not and will not be subject to any consent, approval or waiver from any Governmental Authority or Person.

1.7Sanctions.

(a)Neither Boss Energy nor any of its affiliates is a Person that is, or is 50% or more owned or controlled, individually or in the aggregate, by a Person that is: (i) the subject of any economic sanctions administered under the Sanctions Laws; or (ii) the government of, or located, organized or resident in, a country or territory that is the subject of any comprehensive economic sanctions amounting to an embargo (including, without limitation, Belarus, Cuba, Iran, North Korea, Syria, or the Crimea, Donetsk and Luhansk regions of Ukraine).

Exhibit 10.4

(b)Boss Energy and its Subsidiaries are in compliance with all applicable Sanctions Laws in all material respects. Boss Energy has instituted and maintains policies and procedures designed to achieve compliance with the Sanctions Laws applicable to them.

Exhibit 10.4

1.8CFIUS Related Representations.

(a)Except as set forth on Schedule 4.8(a), neither Boss Energy nor any of its subsidiaries (i) has sought or obtained clearance from CFIUS for any transactions, or (ii) has or conducts any operations in, or has contracts or arrangements with persons located in, China, Russia, Belarus, Cuba, Iran, North Korea, Syria, or the Crimea, Luhansk, or Donetsk regions of Ukraine. If there are any transactions of the type described in clause (i), then such schedule shall also include a true and correct description of the transaction, when it was filed, what CFIUS’s disposition of the transaction, whether the transaction was completed, and the relevant date or dates for the foregoing. If any operations, contracts or arrangements of the type described in clause (ii), then such schedule shall also include a true and correct description of such item.

(b)Except as set forth on Schedule 4.8(b), (i) each officer and director Boss Energy is a citizen of Australia, New Zealand, Canada, the United Kingdom and/or the United States, (ii) each person that, individually, and each person that is part of a group of persons that in the aggregate, holds five percent (5%) or more of the outstanding voting interest of Boss Energy, holds the right to five percent (5%) or more of the profits of such entity, holds the right in the event of dissolution to five percent (5%) or more of the assets of Boss Energy, or otherwise could exercise control over Boss Energy, is (x) in the case of a natural person, a citizen of Australia, New Zealand, Canada, the United Kingdom or the United States or (y) in the case of an entity, is controlled by persons who are citizens of Australia, New Zealand, Canada, the United Kingdom or the United States, and (iii) no national or sub-national government of any single foreign state holds five percent (5%) or more of the securities of Boss Energy or any of its subsidiaries. For purposes of this Section 4.8(b), the term “holds” means legal or beneficial ownership, whether direct or indirect, whether through fiduciaries, agents, or other means.

1.9Investment Representations.

(a)Boss Energy acknowledges and agrees that the offer and sale Newco Interests have not been registered under the Securities Act or the securities laws of any state and that, owing to certain requirements arising under the Securities Act and applicable state securities laws, the Newco Interests must be held indefinitely unless subsequently registered under the Securities Act and any applicable state law, or unless an exemption from registration is otherwise available. Boss Energy acknowledges that neither Newco nor any other party has any obligation to register or qualify the Newco Interests for resale. Boss Energy further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements, including the time and manner of sale, the holding period for the Newco Interests, and requirements that Newco may not be able to satisfy. Boss Energy understands that there is no public market for the Newco Interests or any of Newco’s securities, and there is no certainty that such a market will ever develop. Boss Energy understands that there can be no assurance that Boss Energy will be able to sell or dispose of the Newco Interests.

(b)Boss Energy is a sophisticated buyer with respect to the Newco Interests, has knowledge and experience in financial and business matters, has legal and other advisers who are capable of evaluating the merits and risks of its purchase of the Newco Interests and has

Exhibit 10.4

been represented or has had the opportunity to be represented by legal counsel, tax advisers, and financial advisers of its own choice with respect to all aspects of Boss Energy’s investment

Exhibit 10.4

decision. Boss Energy is aware that the acquisition of the Newco Interests involves a high degree of risk and has sufficient economic resources to bear the economic risk of the complete loss of its investment in the Newco Interests. Boss Energy has conducted such examination of the Operating Companies’ business, financial condition, results of operations and other relevant matters as Boss Energy deems appropriate and has adequate information concerning the Operating Companies, their financial condition, and their business to make an informed and knowledgeable decision to acquire the Newco Interests. Boss Energy has independently and without reliance upon Newco or any enCore Party or any of their respective representatives (other than the representations and warranties set forth in this Agreement, including the related portions of the Schedules, and the other Ancillary Documents) and based on such information as Boss Energy has deemed appropriate in its independent judgment, made its own analysis and decision to enter into this Agreement and the transactions contemplated hereby. Boss Energy acknowledges and agrees that none of the enCore Parties, Newco, or any other Person has made any representation or warranty as to the enCore Parties, the Operating Companies, Newco, or this Agreement except as expressly set forth in this Agreement (including the related portions of the Schedules) and the other Ancillary Documents.

1.10Ownership of enCore. Neither Boss Energy nor any of its subsidiaries owns any common shares (or any securities convertible into common shares) of enCore. Except pursuant to the Subscription Agreement, neither Boss Energy nor any of its subsidiaries has any agreement, arrangement or understanding with respect to enCore, its Subsidiaries or their respective equity securities with any Person that owns any common shares (or any securities convertible or exercisable into common shares) of enCore with respect to the voting, exercise of any rights or disposition of such common shares owned by such other Person.

1.11Compliance with Laws. Boss Energy and its Subsidiaries are in compliance with applicable Law in all material respects, including with all applicable foreign, United States federal and state Laws relating to the prevention of bribery, corruption, money laundering, fraud and other similar laws and regulations, and, to the knowledge of the Boss Parties, there are no existing, pending or threatened conditions or circumstances that might constitute or cause any violation of any applicable Laws.

ARTICLE V COVENANTS OF THE PARTIES

1.1Access to Records. Between the Effective Date and the Closing Date, and subject to the normal safety and access rules and policies of enCore, the enCore Parties shall give Boss Energy and its Representatives reasonable access during regular business hours to the properties, facilities, and Records pertaining to the Operating Companies and the Alta Mesa Assets and the right to copy, at the sole cost and expense of Boss Energy, such Records, for the purpose of conducting a confirmatory review of the Operating Companies and the Alta Mesa Assets. The enCore Parties shall cooperate with Boss Energy and its Representatives in their efforts to obtain such additional information relating to the Operating Companies and the Alta Mesa Assets as Boss Energy or its Representatives may reasonably request. The enCore Parties shall promptly provide to Boss Energy copies of any material correspondence or other communications received from any Governmental Authority prior to the Closing.

Exhibit 10.4

Exhibit 10.4

1.2Government Reviews. In a timely manner, the enCore Parties, the Operating Companies and Boss Energy shall (a) make all required filings, prepare all required applications and conduct negotiations with each Governmental Authority and stock exchange as to which such filings, applications or negotiations are necessary or appropriate for the consummation of the transactions contemplated hereby and (b) provide such information (including financial information) as each Party may reasonably request to make such filings, prepare such applications and conduct such negotiations. To the extent necessary, each Party shall reasonably cooperate with and assist the other Parties in pursuing such filings, applications and negotiations. Each Party shall be responsible for and shall make any governmental and stock exchange filings required to be made by such Party to consummate the transactions contemplated by this Agreement and the Ancillary Documents. All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals (collectively, “Submissions”) made by or on behalf of any Party before any Governmental Authority or the staff or regulators of any Governmental Authority, in connection with the transactions contemplated hereby (but, for the avoidance of doubt, not including (i) any interactions between Boss or the enCore Parties with a Governmental Authority in the ordinary course of business and unrelated to such transactions; (ii) any interactions between Boss Energy or the enCore Parties with a Governmental Authority with respect to operational matters encountered in the ordinary course of business; (iii) any disclosure which is not permitted by any Laws, treaty, common law, judgment, decree, other requirement of any Governmental Authority; or (iv) any disclosure containing confidential information) shall be disclosed to the other Parties as promptly as reasonably practicable in advance of any furnishing, filing, or submission, it being the intent that the Parties shall consult and cooperate with one another, and consider in good faith the comments and views of one another, in connection with any Submissions. Each Party shall provide reasonably frequent updates to the other Party with respect to any meetings, discussions, appearances or other forms of contact with any Governmental Authority or the staff or regulators of any Governmental Authority related to the transactions contemplated hereby and provide notice to the other Party reasonably in advance of any meeting, teleconference, appearance or other discussion, with any Governmental Authority or the staff or regulators of any Governmental Authority, so as to provide the other Party with the opportunity to attend and participate therein.

1.3Public Announcements; Confidentiality.

(a)Each Party will make its own public announcement concerning the execution of this Agreement and the transactions contemplated hereunder immediately following the Effective Date, and each Party shall reasonably consider the comments of the other party with respect to the contents of such public announcements. Otherwise, no Party shall make any public announcement regarding the existence of this Agreement, the contents hereof or the transactions contemplated hereby without the prior written consent of the other Party, except that the foregoing shall not restrict disclosures to the extent (i) necessary for a Party to perform this Agreement (including disclosures to Governmental Authorities or Third Parties holding rights of consent or other rights that may be applicable to the transactions contemplated by this Agreement, as reasonably necessary to provide notices, seek waivers, amendments or termination of such rights, or seek such consents) or (ii) required by applicable securities or other Laws or regulations or the applicable rules of any stock exchange having jurisdiction over any of

Exhibit 10.4

the Parties or their respective Affiliates; provided, that, in each case, each Party shall to the extent legally possible consult with the other Party regarding the contents of any disclosure regarding the execution of

Exhibit 10.4

this Agreement or the Closing of the transactions contemplated hereby prior to making such disclosure, and that each Party shall use its reasonable efforts to consult with the other Parties regarding the contents of any other disclosure.

(b)Except as required by Law or the applicable rules of any stock exchange having jurisdiction over any of the Parties or their respective Affiliates, the Parties shall be bound by the terms, conditions and obligations set forth in the Confidentiality Agreement, the terms of which shall be deemed to be incorporated by reference into this Agreement. Each Party hereto hereby agrees to be bound by the terms and provisions of the Confidentiality Agreement as though it were a “Party” to the Confidentiality Agreement.

1.4Operation of Business.

(a)From the Effective Date until the Closing Date, the EnCore Parties and the Operating Companies shall conduct any business related to the Operating Companies and the Alta Mesa Assets in the ordinary course consistent with their recent activities and prudent industry practice and in compliance with all Laws, and shall use commercially reasonable efforts to preserve intact the Operating Companies’ business organizations and goodwill, including, keeping available the services of the Operating Companies’ officers, employees and consultants and maintaining reasonably satisfactory relationships with vendors, customers and others having business relationships with the Operating Companies, subject to the terms of this Agreement.

(b)Except (w) as set forth in the Initial Program and Budget included in the JV Terms, (x) with the prior written consent of Boss Energy (such consent not to be unreasonably withheld, delayed or conditioned), (y) as required by Law, or (z) in the event of an emergency (in which circumstance the enCore Parties and the Operating Companies may take such action as a reasonably prudent Person would take and shall notify Boss Energy of such action promptly thereafter); provided, however, that the exception in this clause (z) shall only apply to clauses (i), (viii)(4), and (xii) below (and clause (xiv) to the extent related to clauses (i), (viii)(4) and (xii)), the enCore Parties shall with respect to the Operating Companies (and shall cause the Operating Companies to):

(i)not incur any expenditures or any contractual obligation or Liability in respect of the Operating Companies or the Alta Mesa Assets that are not contemplated by the Initial Program and Budget set forth in the JV Terms (including Allowable Excess Costs, as defined therein) in excess of $250,000 in the aggregate;

(ii)not commit to any new operation on or involving the Alta Mesa Assets requiring future capital expenditures in excess of $250,000;

(iii)maintain insurance coverage for the Operating Companies and on the Alta Mesa Assets in the amounts and of the types presently in force;

(iv)maintain all Permits, approvals, bonds and guaranties affecting the Alta Mesa Assets, and make all filings that the Operating Companies or their Affiliates are required to make under applicable Law with respect to such Alta Mesa Assets;

Exhibit 10.4

(v)not transfer, sell, hypothecate, encumber or otherwise dispose of any interest in the Operating Companies or portion of the Alta Mesa Assets other than disposition of immaterial assets in the ordinary course of business;

(vi)not create any lien, security interest or other Encumbrance with respect to the Operating Companies or the Alta Mesa Assets, nor (i) enter into any agreement for the sale, disposition or encumbrance of any interest in the Operating Companies or portion of the Alta Mesa Assets, nor (ii) dedicate, sell, encumber or dispose of any Minerals produced from the Alta Mesa Assets, if any;

(vii)not issue any equity or equity-like securities of any of the Operating Companies, or securities convertible into or exchangeable or exercisable for equity or equity-like securities of any of the Operating Companies, or grant any preferential right or other right to purchase or agree to require the consent of any Person not otherwise required to consent to the transfer and conveyance of the Operating Companies to Newco;

(viii)not voluntarily abandon any of the Alta Mesa Assets other than as required pursuant to applicable Law;

(ix)not (1) incur or assume any Indebtedness except Indebtedness incurred in the ordinary course of business and consistent with past practice and in no event exceeding $50,000 in the aggregate, (2) modify the terms of any Indebtedness, (3) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, except in the ordinary course of business and consistent with past practice and in no event exceeding $50,000 in the aggregate, or (4) make any loans, advances or capital contributions to, or investments in, any other Person (other than short- term investments of cash in the ordinary course of business);

(x)not increase the compensation payable or to become payable or the benefits provided to the Operating Companies’ directors, managers, officers or employees;

(xi)not hire any employees or consultants of the Operating Companies;

(xii)not take any action that would result in the breach of any representation and warranty of the enCore Parties hereunder (except for representations and warranties made as of a specific date) such that Boss Energy would have the right to terminate this Agreement;

(xiii)amend the organizational documents of any of the Operating Companies (except to the extent any such amendment is necessary in connection with the transactions contemplated by this Agreement);

(xiv)not acquire any material assets or acquire any equity interests in any

other Person;

(xv)not commence or settle any litigation or other proceeding; and

Exhibit 10.4

(xvi)not authorize or enter into any agreement with respect to any of the

foregoing.

Any requests for approval of any action restricted by Section 5.4 shall be delivered to the enCore Parties in accordance with the notice provisions of Section 11.2.

1.5Repayment of EF Note and Release of EF Security. Prior to or at the Closing, the enCore Parties shall repay in full all principal and interest due under the EF Note. Prior to the Closing (or, if the EF Note is discharged at the Closing, as soon as practicable after the Closing) the enCore Parties shall obtain and record or file in the official records of Jim Hogg and Brooks Counties, Texas, or other governmental offices, as appropriate, releases of all of the EF Security Agreements, all in form and substance reasonably acceptable to Boss Energy.

1.6Non-Solicitation and Acquisition Proposals.

(a)Prior to the Closing, the enCore Parties agree that neither they nor any of the Operating Companies nor any of the enCore Parties’ or the Operating Companies’ respective Affiliates or Representatives shall, and the enCore Parties shall cause the Operating Companies and the enCore Parties’ and the Operating Companies’ respective Affiliates and Representatives not to:

(i)solicit, assist, initiate, knowingly encourage or facilitate (including by way of discussion (other than to state they are not permitted to have discussions)), negotiate, furnish information, permit any visit to any facilities or properties of the Operating Companies, or enter into any form of written or oral agreement, arrangement or understanding with respect to any inquiries, proposals or offers regarding, or that may reasonably be expected to lead to, any Acquisition Proposal;

(ii)engage or participate in any discussions (other than to state they are not permitted to have discussions) or negotiations regarding, or provide any information with respect to or otherwise cooperate in any way with any person (other than the enCore Parties and their Representatives) regarding any Acquisition Proposal or Potential Acquisition Proposal (defined below);

(iii)accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking related to any Acquisition Proposal; or

(iv)release any person from or waive or otherwise forebear in the enforcement of any confidentiality or standstill agreement or any other agreement with such person that would facilitate the making or implementation of any Acquisition Proposal.

(b)The enCore Parties shall, and shall cause the Operating Companies and the enCore Parties’ and the Operating Companies’ respective Affiliates and Representatives to, immediately cease and cause to be terminated any existing solicitation, discussion, negotiation, encouragement or activity with any Person (other than Boss Energy or any of its Representatives) by enCore Parties, the Operating Companies or any of their respective

Exhibit 10.4

Affiliates or Representatives with respect to any Acquisition Proposal or any Potential Acquisition Proposal. The enCore Parties

Exhibit 10.4

and the Operating Companies and their respective Affiliates and enCore Parties Representatives shall immediately cease providing any Person (other than Boss Energy or any of its Representatives) with access to information concerning the Operating Companies or the Alta Mesa Assets in respect of any Acquisition Proposal or any Potential Acquisition Proposal, and request the return or destruction of all confidential information provided to any Person (other than Boss Energy or any of its Representatives) that has entered into a confidentiality agreement with any of the enCore Parties or the Operating Companies relating to any Acquisition Proposal or Potential Acquisition Proposal to the extent provided for in such confidentiality agreement and shall use all commercially reasonable efforts to ensure that such requests are honored.

(c)The enCore Parties shall ensure that the Operating Companies and the enCore Parties’ and the Operating Companies’ respective Affiliates and Representatives are aware of the prohibitions in this Section 5.6 and shall be responsible for any breach of this Section 5.6 by any such Persons.

(d)For the avoidance of doubt, this Section 5.6 shall not apply to any transaction involving the purchase or sale of enCore however effected.

1.7Further Assurances. After the Closing, the Parties agree to take such further actions and to execute, acknowledge and deliver all such further documents as are reasonably requested by the other Party for carrying out the purposes of this Agreement or of any Ancillary Document delivered pursuant to this Agreement.

1.8CFIUS Submission.

(a)The Parties, in cooperation with each other, have jointly determined that the transaction provided for under this Agreement shall be submitted to CFIUS as follows: (i) as soon as reasonably practicable after the Effective Date (and no later than December 22, 2023 or, if at the option of a Parties, January 5, 2024 in order to finalize the form and terms of the LLC Agreement in accordance with Section 2.5), the Parties will prepare and provide, or cause their respective affiliates to prepare and provide, to CFIUS a CFIUS Declaration pursuant to 31 CFR § 800.402; and (ii) if CFIUS does not conclude action with respect to the CFIUS Declaration pursuant to 31 CFR § 800.407(a)(4) but either requests that the Parties file a CFIUS Notice under 31 CFR § 800.407(a)(1) or unilaterally initiates a review of the transaction under 31 CFR § 800.407(a)(3), then the Parties will (i) prepare and provide, or cause their respective affiliates to prepare and provide to CFIUS a CFIUS Notice in draft form as promptly as possible and (ii) formally submit, or cause their respective affiliates to formally submit, to CFIUS a CFIUS Notice as contemplated by 31 C.F.R. § 800.501(a) as promptly as practicable after receipt of CFIUS comments (if any) to the draft CFIUS Notice. The Parties will provide CFIUS with any additional or supplemental information requested by CFIUS or its member agencies during the assessment (and, if applicable, the review and/or investigation) process within two Business Days (or within three Business Days during any review and/or investigation) of receiving such request; provided that (i) the Boss Parties or the enCore Parties, after consultation with each other, may request in good faith an extension of time to respond to CFIUS requests for follow-up information and (ii) under no circumstance may a Party request any extension that would

Exhibit 10.4

reasonably be expected to cause CFIUS to reject the CFIUS Declaration or, if applicable, CFIUS Notice filed by the Parties for failure to provide the requested information.

Exhibit 10.4

(b)In connection with any CFIUS assessment, review or investigation and without limiting the other provisions of this Section 5.8, the Parties shall (i) cooperate in all respects and consult with each other in connection with the preparation and consideration of the CFIUS Declaration and, if applicable, the CFIUS Notice, including by allowing the other Party to have an opportunity to review in advance and comment on drafts of filings and submissions, and

(ii) promptly inform the other Parties of any substantive communication made to, or received by such Party from, CFIUS (including members of its staff) regarding the CFIUS Approval, CFIUS Declaration or CFIUS Notice, excluding, in either case, any confidential or competitively sensitive information included in such drafts, filings and submissions or communications. Prior to communicating substantively with CFIUS (including members of its staff), whether or not in writing, each Party shall permit counsel for the other Parties a reasonable opportunity to review and provide comments thereon, and consider in good faith the views of the other Parties in connection with, any such substantive communication; provided, that such communications are not confidential or competitively sensitive information or otherwise requested by CFIUS to be kept confidential. Each Party agrees not to (and agrees to cause its Affiliates not to) participate in any substantive meeting or discussion, either in person, virtually, or by telephone, with CFIUS (including members of its staff) in connection with the CFIUS Declaration and, if applicable, the CFIUS Notice not regarding confidential or competitively sensitive information unless, to the extent not prohibited by CFIUS, it consults with the other Parties in advance and gives the other Parties the opportunity to attend and participate.

1.9Financing. Boss Energy shall use reasonable best efforts to take all actions, and do, or cause to be done, all things necessary to arrange and obtain binding financing necessary to satisfy the Financing Condition promptly after the Effective Date (but in any event no later than December 15, 2023) and receive the proceeds from such financing no later than six Business Days after the date the binding agreements with respect to such financing are entered into, and shall use reasonable best efforts to: (a) maintain in effect such financing arrangements once obtained;

(b) satisfy on a timely basis all conditions applicable to such financing arrangements once obtained; (c) enter into definitive agreements with respect that would not adversely impact the ability or likelihood of Boss Energy to consummate the transactions contemplated hereby;

(d) enforce the obligations of any of the other parties under such financing arrangements;

(e) promptly advise enCore of the occurrence of any Financing Failure Event; and (f) subject to the satisfaction or waiver of the conditions set forth herein, consummate the such financing prior to the Closing.

1.10Actions by Newco and the Operating Companies. enCore US will cause Newco and the Operating Companies to take any and all actions necessary to effectuate the purposes of this Agreement and the Closing of the transactions hereunder.

ARTICLE VI CONDITIONS TO CLOSING

1.1Boss Energy’s Conditions to Closing. The obligations of Boss Energy to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or,

Exhibit 10.4

to the extent permitted by Law, waiver by Boss Energy) of each of the following conditions precedent on or before the Closing:

Exhibit 10.4

(a)Representations and Warranties. The representations and warranties of the enCore Parties set forth in Article III that are qualified as to materiality or words of similar import shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, in each case, as of the Effective Date and as of the Closing Date as though made on and as of the Closing Date, except for those representations and warranties that are made only as of a specific date, which representations and warranties shall have been true and correct in all material respects or true and correct in all respects, as the case may be, as of such specified date.

(b)Performance. The enCore Parties shall have performed and observed, in all material respects, all covenants and agreements to be performed or observed by it under this Agreement on or before the Closing Date.

(c)No Action. No injunction, order or award restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement or any Ancillary Document, or awarding damages in connection therewith, shall have been issued and remain in force, and no suit, action or other proceeding by any Person seeking to restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated by this Agreement or any Ancillary Document, or seeking damages in connection therewith, shall be pending before any Governmental Authority or arbitrator.

(d)Governmental Consents. All consents and approvals of any Governmental Authority required for the transfer of the Operating Companies from enCore US to Newco and any related or resulting changes of control of any of the Alta Mesa Assets as contemplated by this Agreement, including the consents and approvals listed on Schedule 3.20, except consents and approvals by Governmental Authorities that are customarily obtained after closing, shall have been granted, or the necessary waiting period shall have expired, or early termination of the waiting period shall have been granted by the applicable Governmental Authority.

(e)Third-Party Consents. The enCore Parties shall have obtained all Required Consents and shall have delivered or caused to be delivered to the enCore Parties satisfactory documentation or other evidence thereof.

(f)The enCore Parties’ Closing Deliveries. The enCore Parties shall have delivered, or caused to be delivered, to Boss Energy the documents listed in Section 7.3.

(g)Ancillary Agreements. All of the Ancillary Agreements shall remain in full force and effect.

(h)CFIUS Approval. CFIUS Approval shall have been obtained.

(i)Financing. Boss Energy shall have entered into binding arrangements for one or more debt, equity, and/or other financings for proceeds in an amount equal to or greater than the Purchase Price (the “Financing Condition”).

(j)Release of EF Security. Either (i) the enCore Parties shall have paid off the EF Note and obtained and recorded or filed, as required, releases of the EF Security Interests, as

Exhibit 10.4

set forth in Section 5.5, or (ii) the enCore Parties shall have provided to a customary payoff letter from the holder of the EF Note stating the amounts to duly discharge EF Note with wiring

Exhibit 10.4

instructions to the account designated by the holder of the EF Note such that the EF Security Interests can be released immediately as practical after the Closing pursuant to Section 5.5.

(k)Material Adverse Effect. Since the date of this Agreement, there shall not have been any Material Adverse Effect or any event, change, or effect that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

1.2EnCore Parties’ Conditions to Closing. The obligations of the enCore Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or, to the extent permitted by Law, waiver by enCore) of each of the following conditions precedent on or before the Closing:

(a)Representations and Warranties. The representations and warranties of Boss Energy set forth in Article IV shall be true and correct except where the failure to be so true and correct (disregarding all qualifications or limitations as to “material” or “materiality”) would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Boss Energy, in each case, as of the Effective Date and as of the Closing Date as though made on and as of the Closing Date, except for those representations and warranties that are made only as of a specific date, which representations and warranties shall have been true and correct except where the failure to be so true and correct (disregarding all qualifications and limitations as to “material” or “materiality”) would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Boss Energy as of such specified date.

(b)Performance. Boss Energy shall have performed and observed, in all material respects, all covenants and agreements to be performed or observed by it under this Agreement on or before the Closing Date.

(c)No Action. No injunction, order or award restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement or any Ancillary Document, or awarding damages in connection therewith, shall have been issued and remain in force, and no suit, action or other proceeding by any Person seeking to restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated by this Agreement or any Ancillary Document, or seeking damages in connection therewith, shall be pending before any Governmental Authority or arbitrator.

(d)Boss Energy’s Closing Deliveries. Boss Energy shall have delivered, or caused to be delivered, to the enCore Parties the documents listed in Section 7.2 hereof.

(e)CFIUS Approval. CFIUS Approval shall have been obtained.

1.3Frustration of Closing Conditions. No Party may rely, either as a basis for not consummating the transactions contemplated by this Agreement or for terminating this Agreement and abandoning the transactions contemplated hereby, on the failure of any condition set forth in Section 6.1 or Section 6.2, as the case may be, to be satisfied if such failure was caused by such Party’s breach of any provision of this Agreement. During the period from the Effective Date until the Closing, each Party shall: (i) take all such reasonable actions as are within its power and otherwise use all commercially reasonable best efforts so as to: (A) ensure

Exhibit 10.4

compliance with the conditions set forth in Article VI; (B) cause the Closing to occur as promptly as commercially

Exhibit 10.4

reasonable following the date hereof and, in any event, prior to the Completion Date; (ii) use commercially reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary or advisable to obtain CFIUS Approval, including taking any and all such actions and providing any assurances as may be required, requested or imposed by CFIUS (including entering into a mitigation agreement, letter of assurance, national security agreement, or other similar arrangement or agreement) to address any national security risks arising out of the Transactions; and (iii) not take or agree to take any action that would reasonably be expected to prevent the consummation of the transactions contemplated hereunder. Notwithstanding this Section 6.3 or any other provision of this Agreement, the Parties’ obligation hereunder in connection with obtaining CFIUS Approval does not include (a) in the case of Boss Energy, agreeing to any Material Boss Mitigation Measure, (b) in the case of enCore, agreeing to any Material enCore Mitigation Measure, or (c) for either Party, contesting any governmental action relating to the Transactions taken under Section 721 of the DPA by initiation or maintenance of litigation.

ARTICLE VII CLOSING

1.1Time and Place of the Closing. Consummation of the purchase and sale transaction as contemplated by this Agreement (the “Closing”) shall, unless otherwise agreed to in writing by the Parties, take place by conference call and electronic transfer of signature pages and deliverables on the date that is five (5) Business Days after the date all conditions in Article VI have been satisfied or waived (other than such conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), subject, in each case, to the rights of the Parties under Article VIII. As used herein, the “Closing Date” shall mean the date on which the Closing actually occurs. For Tax and accounting purposes (to the extent permitted by Law and generally accepted accounting principles), the Closing will be deemed to be effective as of 11:59

p.m. Central Time on the Closing Date.

1.2Obligations of Boss Energy at the Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by the enCore Parties of their obligations pursuant to Section 7.3, Boss Energy shall deliver or cause to be delivered to the enCore Parties the following:

(a)the Purchase Price;

(b)subject to the provisions of Section 2.5, the executed LLC Agreement; and

(c)certificates executed by an authorized officer of Boss Energy, dated as of the Closing Date, certifying on behalf of Boss Energy that the conditions set forth in Sections 6.2(a), 6.2(b) and 6.2(c) have been fulfilled.

1.3Obligations of the enCore Parties at the Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Boss Energy of its obligations pursuant to Section 7.2, the enCore Parties shall deliver or cause to be delivered to Boss Energy the following:

Exhibit 10.4

(a)a duly executed assignment of the 30% of the Newco Membership Interests in Newco in the form attached hereto as Exhibit A;

Exhibit 10.4

(b)subject to the provisions of Section 2.5, the executed LLC Agreement;

(c)certificates executed by an authorized officer of the enCore Parties, dated as of the Closing Date, certifying on behalf of the enCore Parties that the conditions set forth in Sections 6.1(a), 6.1(b) and 6.1(c) have been fulfilled;

(d)where consents, approvals or releases are received by the enCore Parties pursuant to Section 6.1(d), copies of those approvals or releases; and

(e)estoppel certificates from each of the counterparties to the [Agreement Description Redacted], confirming that those agreements are in full force and effect and that the relevant Owned Company has fully and timely performed all of its obligations thereunder; and

(f)a completed and signed IRS Form W-9 by enCore US.

ARTICLE VIII TERMINATION

1.1Termination. This Agreement, and the transactions contemplated hereby, may be terminated at any time prior to the Closing by:

(a)the mutual written consent of the Parties;

(b)either the enCore Parties or Boss Energy, by written notice delivered to the other if the Closing shall not have occurred by 5:00 pm prevailing central time on February 1, 2024 (the “Completion Date”); provided, that the right to terminate under this Section 8.1(b) shall not be available to a Party whose failure to comply with this Agreement has been the primary cause of, or resulted in the failure of the Closing to occur on or before the Completion Date; provided, further, that, if CFIUS Approval has not been obtained by the Completion Date, either Party may extend the Completion Date to 5:00 pm prevailing central time on May 31, 2024 (subject to day- to-day extension for each day of any U.S. federal government shutdown beyond that date) by delivering written notice to the other Party; provided, further that, the right to extend the Completion Date pursuant to the preceding proviso shall not be available (A) to either Party if a CFIUS Declaration has not been submitted to CFIUS on or before December 22, 2023, or (B) to any party whose failure to comply with this Agreement has been the primary cause of, or resulted in the failure of the CFIUS Approval to be obtained by May 31, 2024 (subject to day-to-day extension for each day of any U.S. federal government shutdown beyond that date);

(c)either the enCore Parties or Boss Energy, by written notice delivered to the other, if any Governmental Authority shall have issued an order or taken any other action permanently enjoining, restraining or otherwise prohibiting the transactions contemplated by this Agreement, and such order or other action shall have become final and non-appealable; provided, however, the Party seeking to terminate this Agreement pursuant to this Section 8.1(c) shall not have initiated such proceeding or taken any action in support of such proceeding;

Exhibit 10.4

(d)the enCore Parties, by written notice to Boss Energy, if, (A) (i) there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement by Boss Energy, that would, individually or in the aggregate, result in a failure of a condition set

Exhibit 10.4

forth in Section 6.2(a) or Section 6.2(b) to be satisfied on any date prior to the Closing Date (it being understood that, for purposes of this Section 8.1(d), such date prior to the Closing Date shall be substituted for the Closing Date in determining whether the conditions contained in Section 6.2(a) or Section 6.2(b) have been satisfied) and (ii) such breach has not been cured within fifteen

(15) days after written notice is provided to Boss Energy of such breach; provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured; or (B) Boss Energy has been unable to meet the Financing Condition;

(e)Boss Energy, by written notice to the enCore Parties, if (i) there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement by an enCore Party that would, individually or in the aggregate, result in a failure of a condition set forth in Section 6.1(a) or Section 6.1(b) to be satisfied on any date prior to the Closing Date (it being understood that, for purposes of this Section 8.1(e), such date prior to the Closing Date shall be substituted for the Closing Date in determining whether the conditions contained in Section 6.1(a) or Section 6.1(b) have been satisfied) and (ii) such breach has not been cured within fifteen (15) days after written notice is provided to the enCore Parties of such breach; provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured; or

(f)the enCore Parties, by written notice to Boss Energy, (i) at any time after December 15, 2023 if Boss Energy does not enter into binding financing arrangements necessary to satisfy the Financing Condition by such date or (ii) if there is a Financing Failure Event.

1.2Break Fee.

(a)Upon termination of this Agreement by the enCore Parties under Section 8.1(d) or Section 8.1(f), Boss Energy shall promptly pay (and in any event, no later than two Business Days after such written notice to Boss Energy of such termination) to enCore a

$3,500,000 break fee (the “Break Fee”). The Parties agree such termination will cause the enCore Parties to incur substantial economic damages and losses of types and in amounts which are impossible to compute and ascertain with certainty as a basis for recovery by the enCore Parties, and that the Parties intend to be liquidate damages and the Break Fee represents a fair, reasonable and appropriate estimate thereof and not a penalty. Except in the case of a termination by the enCore Parties for a material intentional breach by Boss Energy of its agreements and obligations under this Agreement, upon termination pursuant to Section 8.1(d) or Section 8.1(f) and prompt payment of the Break Fee, Article IX shall cease to apply to claims relating to the breach or failure to perform pursuant to which such termination was effected.

(b)The Parties acknowledge and agree that the covenants set forth in this Section 8.2 are an integral part of this Agreement, and that, without these covenants, the Parties would not have entered into this Agreement. Accordingly, if Boss Energy fails to pay any amounts due pursuant to this Section 8.2 and, in order to obtain such payment, enCore commences a legal proceeding that results in a judgement against Boss Energy for the amount set forth in this Section

Exhibit 10.4

8.2 or any portion thereof, Boss Energy will pay to enCore its out-of-pocket costs and expenses (including reasonable attorneys’ and experts’ fees and costs) in connection with such legal proceedings together with interest on such amount or portion thereof at the annual rate equal to the prime rate as published in The Wall Street Journal in effect on the date that such payment or portion

Exhibit 10.4

thereof was required to be made plus 1% through the date that such payment or portion thereof was actually received, or a lesser rate that is the maximum permitted by applicable Law.

1.3Effect of Termination. If this Agreement is terminated pursuant to Section 8.1, this Agreement shall become void and of no further force or effect, except for the provisions of Section 1.1, Section 1.2, Section 5.3, Article VIII, and Article XI (other than Section 11.1 and Section 11.3), which shall survive the termination of this Agreement and continue in full force and effect; provided, however, that termination of this Agreement shall not relieve any Party from any liability for any intentional breach of this Agreement arising prior to such termination.

ARTICLE IX INDEMNIFICATION

1.1Indemnification by the enCore Parties. From and after the Closing, enCore US covenants and agrees to indemnify, defend, and hold harmless Boss Energy and its Affiliates and its respective shareholders, partners, directors, officers, employees, agents, representatives, successors and assigns (the “Boss Energy Indemnified Parties”) from and against any Damages which any of the Boss Energy Indemnified Parties may suffer or incur as a result of, or arising out of, or in respect of, without duplication:

(a)any non-performance or breach of any covenant or agreement on the part of the enCore Parties contained in this Agreement; or

(b)any inaccuracy in or breach of any representation or warranty of the enCore Parties contained in this Agreement (or in any certificate delivered pursuant to this Agreement).

1.2Indemnification by Boss Energy. Boss Energy covenants and agrees to indemnify, defend, and hold harmless the enCore Parties and their respective directors, officers, employees, agents, representatives, successors and assigns (the “enCore Indemnified Parties”) from and against any Damages which any of the enCore Indemnified Parties may suffer or incur as a result of, or arising out of, or in respect of: any non-performance or breach of any covenant or agreement on the part of Boss Energy contained in this Agreement;

(a)any non-performance or breach of any covenant or agreement on the part of Boss Energy contained in this Agreement;

(b)any inaccuracy in or breach of any representation or warranty of Boss Energy contained in this Agreement (or in any certificate delivered pursuant to this Agreement); or

(c)Boss Energy’s Pro Rata Share of any amounts due by enCore US under the Surety Indemnity Agreement (or any substitute surety indemnity or similar agreement) solely with respect to the Project Companies, unless such amounts are due as a result of a breach by enCore US under the terms of that Security Indemnity Agreement (unless such breach is a result of Boss Energy failing to comply with its indemnification obligations under this Section 9.2(c)).

Exhibit 10.4

1.3Indemnification Actions. All claims for indemnification under this Article IX shall be asserted and resolved as follows:

Exhibit 10.4

(a)Third Party Claims.

(i)Promptly after receipt by a Person entitled to indemnity under Section 9.1 or Section 9.2 (an “Indemnified Party”) of notice of the assertion or commencement of an action, suit, claim or other legal proceeding made or brought against it by a Third Party (a “Third Party Claim”), such Indemnified Party shall promptly give written notice to the Person obligated to indemnify against such Third Party Claim (an “Indemnifying Party”) of the assertion or commencement of such Third Party Claim; provided, that the failure to timely notify the Indemnifying Party will not relieve the Indemnifying Party of any Liability that it may have to any Indemnified Party, except to the extent of actual prejudice arising from such failure.

(ii)If an Indemnified Party gives notice to the Indemnifying Party pursuant to Section 9.3(a)(i) of the assertion of a Third Party Claim, then the Indemnifying Party shall be entitled to assume the defense of such Third Party Claim with counsel of its choosing that is reasonably acceptable to the Indemnified Party (it being agreed that the Indemnifying Party’s counsel as of the date hereof shall be reasonably acceptable to the Indemnified Party); provided, however, (i) the Indemnifying Party shall not be entitled to assume defense of a Third Party Claim if the Indemnified Party has one or more defenses that cannot be asserted by the Indemnifying Party and such inability would actually prejudice the Indemnified Party, (ii) the Indemnifying Party shall not be entitled to assume defense of a Third Party Claim if such claim is being brought by a Governmental Authority or seeks an injunction or provisional relief, and

(iii)as a condition to assuming the defense of such Third Party Claim, the Indemnifying Party must acknowledge and agree in writing that each Indemnified Party will be indemnified and held harmless hereunder with respect to the full amount of any and all Damages the Indemnified Party may suffer or incur arising out of or relating to the Third Party Claim. After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party under this Article IX for any fees of other counsel or any other expenses with respect to the defense of such Third Party Claim. If the Indemnifying Party assumes the defense of a Third Party Claim, then no compromise or settlement of such Third Party Claims may be effected by the Indemnifying Party without the Indemnified Party’s express written consent unless (i) there is no finding or admission of any wrongdoing by the Indemnified Party, (ii) the sole relief provided is monetary Damages that is paid in full by the Indemnifying Party, and (iii) the claim does not relate to Taxes. If notice is given to an Indemnifying Party of the assertion of any Third Party Claim and the Indemnifying Party does not, within fifteen (15) Business Days after the Indemnified Party’s notice is given, give notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Third Party Claim, then the Indemnifying Party shall be bound by any determination made in such Third Party Claim or any compromise or settlement reasonably effected by the Indemnified Party.

(iv)With respect to any Third Party Claim subject to indemnification under this Article IX: (i) both the Indemnified Party and the Indemnifying Party, as the case may be, shall keep the other fully informed of the status of such Third Party Claim and any related legal actions at all stages thereof where such other person is not represented by its own counsel,

Exhibit 10.4

and (ii) each Party agrees (at its own expense) to render to each other such assistance as a Party may

Exhibit 10.4

reasonably require of another and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third Party Claim.

(v)With respect to any Third Party Claim subject to indemnification under this Article IX, the Parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges of the other Party. In connection therewith, each Party agrees that: (i) it will use its reasonable efforts, in respect of any Third Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable Law and rules of procedure); and (ii) all communications between any Party and counsel responsible for or participating in the defense of any Third Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

(b)Direct Claims. In order for an Indemnified Party to be entitled to indemnification under this Article IX for a claim which has not arisen in respect of a Third Party Claim (a “Direct Claim”), the Indemnified Party shall give the Indemnifying Party prompt written notice thereof; provided, however, the failure to give such prompt written notice shall not relieve the Indemnifying Party of its indemnification obligations hereunder, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure or is otherwise materially prejudiced as a result of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of Damages that have been or may be sustained by the Indemnified Party. The Indemnifying Party shall have 60 days after its receipt of such notice to respond in writing to such Direct Claim. During such 60-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such 60-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

1.4Survivability; Limitation on Actions.

(a)The representations and warranties of Boss Energy contained in this Agreement shall survive the Closing for the benefit of the enCore Parties as follows:

(i)as to the representations and warranties contained in Section 4.1, Section 4.2, Section 4.3, Section 4.4 and Section 4.8 (the “Boss Fundamental Representations”), until three years following the Closing Date unless a notice of a bona fide Third Party Claim shall have been given in writing before the expiry of that period, in which case the representation and warranty to which such notice applies shall survive in respect of that Third Party Claim until the final determination or settlement of that Third Party Claim; and

Exhibit 10.4

(ii)as to all other representations and warranties not listed in Section 9.4(a)(i), until one year following the Closing Date, unless a notice of a bona fide Third Party

Exhibit 10.4

Claim shall have been given in writing before the expiry of that period, in which case the representation and warranty to which such notice applies shall survive in respect of that Third Party Claim until the final determination or settlement of that Third Party Claim.

(b)The covenants and agreements of Boss Energy contained in this Agreement

(i) that are required to be performed at or prior to Closing in their entirety shall survive for three months after the Closing and (ii) that are required to be performed after the Closing shall survive the period stated for such covenants or agreements or, if no period is stated, until the last date on which any such covenants and agreements are performed or satisfied.

(c)The representations and warranties of the enCore Parties contained in this Agreement shall survive the Closing for the benefit of Boss Energy as follows:

(i)as to the representations and warranties contained in Section 3.1, Section 3.2, Section 3.3, Section 3.4, Section 3.5, Section 3.6, Section 3.13, Section 3.14, Section 3.18, Section 3.22, Section 3.28 and the last sentence of Section 3.30 (the “enCore Fundamental Representations”), until three years following the Closing Date unless a notice of a bona fide Third Party Claim shall have been given in writing before the expiry of that period, in which case the representation and warranty to which such notice applies shall survive in respect of that Third Party Claim until the final determination or settlement of that Third Party Claim;

(ii)as to the representations and warranties contained in Section 3.17, until the expiration of the applicable statute of limitations under applicable tax Law plus sixty (60) days;

(iii)as to all other representations and warranties not listed in Section 9.4(c)(i) or Section 9.4(c)(ii), until one year following the Closing Date, unless a notice of a bona fide Third Party Claim shall have been given in writing before the expiry of that period, in which case the representation and warranty to which such notice applies shall survive in respect of that Third Party Claim until the final determination or settlement of that Third Party Claim.

(d)The covenants and agreements of enCore Energy contained in this Agreement (i) that are required to be performed at or prior to Closing in their entirety shall survive for three months after the Closing and (ii) that are required to be performed after the Closing shall survive the period stated for such covenants or agreements or, if no period is stated, until the last date on which any such covenants and agreements are performed or satisfied.

(e)The limitations on survivability of representations and warranties under Section 9.4(a) and Section 9.4(c) and of covenants and agreements under Section 9.4(b) and Section 9.4(d) shall not be applicable to the extent that a Party to which the limitation applies has committed fraud or made an intentional misrepresentation or omission in connection with this Agreement or the transactions contemplated herein.

(f)In no event shall any Indemnified Party be entitled to duplicate compensation with respect to the same Damage or Liability under more than one provision of this Agreement and the Ancillary Documents.

Exhibit 10.4

Exhibit 10.4

(g)The Indemnified Party shall take, and cause its Affiliates and Representatives to make, all commercially reasonable efforts to mitigate any Damages for which the Indemnifying Party may be liable under this Article IX upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto.

(h)Payments by the Indemnifying Party in respect of any Damages shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party in respect of any such Damages, net of any premium increases and associated costs.

(i)The enCore Parties shall not be required to indemnify the Boss Energy Indemnified Parties under Section 9.1 until the aggregate amount of all Damages in respect of indemnification under Section 9.1 exceeds $300,000 (the “Deductible”); provided, however, that any claims for indemnification by Boss Energy for a breach of any enCore Fundamental Representation or breach of the representations in Section 3.17 shall not be subject to the Deductible. The aggregate amount of all Damages for which the enCore Parties shall be liable to the Boss Energy Indemnified Parties pursuant to Section 9.1 shall not exceed $10,000,000 (the “Cap”); provided, however, that any indemnification by enCore Parties pursuant to Section 9.1 for breach of the representation in Section 3.17 or for breach of any enCore Fundamental Representation shall not be subject to, or otherwise considered in determining the Cap.

(j)Notwithstanding any other provision of this Agreement to the contrary, the aggregate amount of the Damages for which the enCore Parties shall be liable to the Boss Energy Indemnified Parties shall not exceed $60,000,000.

(k)Notwithstanding the foregoing, the limitations set forth in Section 9.4(i) and Section 9.4(j) shall not apply to Damages based upon, arising out of, or with respect to any of the Ancillary Agreements.

(l)If either (A) Boss becomes aware of a breach by enCore of one or more of the Qualified Representations and Warranties which would also constitute a breach of the same or similar representations or warranties by ERF under the EF Acquisition Agreement and notifies enCore US of the same, or (B) enCore US becomes aware of any such breach, then enCore, if it believes in good faith it has an indemnification claim against ERF under the EF Acquisition Agreement, shall use reasonable best efforts to pursue that claim against ERF. To the extent the enCore Parties receive any indemnification proceeds from the Seller under the EF Acquisition Agreement, and but for the proviso to the first sentence of the preamble to Article III, any representation or warranty in Article III would have been inaccurate, at or after the Closing, enCore shall remit 30% of such proceeds to Boss Energy US.

1.5Exclusive Remedies. The Parties acknowledge and agree that their sole and exclusive post-Closing monetary remedy with respect to any and all claims (other than claims arising from Fraud) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this Article IX. In furtherance of the

Exhibit 10.4

foregoing, each Party hereby waives, to the fullest extent permitted under Law, any and all rights,

Exhibit 10.4

claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other Parties hereto and their Affiliates and each of their respective representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article IX. Nothing in this Section 9.5 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any Party’s Fraud. For the avoidance of doubt, nothing in this Section 9.5 shall prevent a Party prior to the Closing from bringing a claim for a pre-Closing breach of a covenant.

ARTICLE X TAX MATTERS

1.1Tax Indemnity. The enCore Parties shall indemnify, defend and hold harmless the Boss Energy Indemnified Parties from and against any and all Damages relating to or arising out of any and all Taxes of an Operating Company or Newco (or the non-payment thereof) (i) with respect to all periods ending on or prior to the Closing Date (a “Pre-Closing Period”), (ii) with respect to any period beginning before the Closing Date and ending after the Closing Date (a “Straddle Period”), but only with respect to the portion of such period up to and including the Closing Date (such portion, a “Pre-Closing Partial Period”), (iii) payable as a result of a breach of any representation or warranty set forth in Section 3.17, and (iv) payable in connection with the transactions contemplated by this Agreement. The enCore Parties shall also jointly and severally indemnify, defend and hold harmless the Boss Energy Indemnified Parties from and against any and all Damages relating to or arising out of Taxes of any person other than an Operating Company by reason of the application of Treasury Regulation §1.1502-6 (or any similar provision of state, local, or foreign Law) or the imposition of transferee liability, successor liability, contractual liability or other basis of liability in each case attributable to any Pre-Closing Period or Pre-Closing Partial Period. For avoidance of doubt, Section 9.1 and the limitations set forth in Section 9.4 shall not apply to indemnification for Losses relating to or arising out of Taxes or for breaches of the representations and warranties set forth in Section 3.17.

1.2Apportionment of Taxes. In the case of Taxes (other than Transfer Taxes) that are payable with respect to any Straddle Period, the portion of any such Tax that is attributable to a Pre-Closing Partial Period shall be:

(a)in the case of income Taxes or any other Taxes resulting from, or imposed on, sales, receipts, uses, transfers or assignments of property or other assets, payments or accruals to other persons (including, without limitation, wages), or any other similar transaction or transactions, the amount that would be payable for the Pre-Closing Partial Period if the Company closed its books as of the close of business on the Closing Date and filed a separate Tax Return with respect to such Taxes solely for the Pre-Closing Partial Period (for purposes of this clause (a), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the Pre-Closing Partial Period based on the relative number of calendar days in such period as compared to the number of calendar days in the entire Straddle Period); and

Exhibit 10.4

(b)in the case of all other Taxes, an amount equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar

Exhibit 10.4

days in the Pre-Closing Partial Period and the denominator of which is the number of calendar days in the entire Straddle Period.

1.3Filing of Tax Returns.

(a)The enCore Parties, at the expense of the enCore Parties, shall prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns required to be filed by an Operating Company on or before Closing Date (each, an “enCore Return”). All such enCore Returns shall be prepared in a manner consistent with the past practices of the Company except as required by applicable Law or change in fact. The enCore Parties shall deliver or cause to be delivered a copy of each such enCore Return to Boss Energy within five (5) days after filing.

(b)From and after the Closing Date, all Tax Returns of the Operating Companies and Newco will be prepared and filed in accordance with the LLC Agreement.

1.4Tax Treatment and Allocation of Purchase Price. Solely for income Tax purposes, the Parties will treat Boss US’s purchase of the Newco Membership Interests according to Revenue Ruling 99-5, Situation 1, as Boss US’s purchase of a thirty percent (30%) interest in each of the Operating Companies’ assets, followed immediately by Boss US’s and enCore US’s contribution of their respective interests in such assets to a partnership in exchange for ownership interests in the partnership (the “Intended Tax Treatment”). The Parties agree that the Purchase Price, and any other amounts treated as taxable consideration for the New Membership Interests for U.S. federal income Tax purposes (collectively, the “Allocable Consideration”), will be allocated among the assets of the Operating Companies that Boss US is deemed to purchase from enCore US consistent with the allocation prepared after the closing of transaction under the EF Acquisition Agreement). The Parties acknowledge that, under Section 1060 of the Code, Boss US and enCore US must report information regarding the allocation of the Allocable Consideration by attaching IRS Form 8594 to their federal income Tax Returns for the Taxable period which includes the Closing Date. The Parties agree that they shall report for all federal income tax purposes in a manner consistent with the Intended Tax Treatment, unless otherwise required by a determination within the meaning of Section 1313(a) of the Code. The allocation of the Allocable Consideration shall be revised to take into account subsequent adjustments to the Purchase Price (e.g., any indemnification payments).

ARTICLE XI MISCELLANEOUS

1.1Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original instrument, but all such counterparts together shall constitute but one agreement. Each Party’s delivery of an executed counterpart signature page by email is as effective as executing and delivering this Agreement in the presence of the other Parties. No Party shall be bound by the terms and provisions of this Agreement until such time as all of the Parties have executed counterparts of this Agreement.

Exhibit 10.4

1.2Notice. All notices and other communications which are required or may be given pursuant to this Agreement must be given in writing, and delivered personally, by courier, or by email followed by delivery by courier, as follows:

Exhibit 10.4

If to the enCore Parties:

enCore Energy Corp.

[Contact Information Redacted]

With a copy to (which shall not constitute notice):

[Legal Counsel Contact Information Redacted] If to Boss Energy:

Boss Energy Limited

[Contact Information Redacted]

With a copy to (which shall not constitute notice):

[Legal Counsel Contact Information Redacted]

Any Party may change its address for notice by notice to the other Parties in the manner set forth above. All notices shall be deemed to have been duly given at the time of receipt by the Party to which such notice is addressed if received prior to 5:00 p.m. local time on a Business Day or on the following Business Day if received after 5:00 p.m. local time or on a non-Business Day.

1.3Tax, Recording Fees, Similar Taxes & Fees. The enCore Parties shall pay and be liable for any sales, use, excise, real property transfer, goods and services, registration, documentary, stamp or transfer Taxes, recording fees and similar Taxes and fees (“Transfer Taxes”) incurred and imposed upon, or with respect to, the transactions contemplated by this Agreement and any other “change of control” payments arising from the transactions hereunder. Except as otherwise provided herein, all costs and expenses (including legal and financial advisory fees and expenses) incurred in connection with, or in anticipation of, this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such costs and expenses. Notwithstanding anything to the contrary in the foregoing, the enCore Parties shall bear and pay all Transaction Expenses of the Operating Companies. Any CFIUS filing fee associated with obtaining CFIUS Approval in the event the Parties file a CFIUS Notice will be split evenly between the Parties.

1.4Governing Law; Jurisdiction.

(a)THIS AGREEMENT AND THE LEGAL RELATIONS BETWEEN THE PARTIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW WHICH WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

(b)THE PARTIES HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURTS OF THE UNITED

Exhibit 10.4

STATES OF AMERICA LOCATED IN HOUSTON, TEXAS (OR, IF REQUIREMENTS FOR

Exhibit 10.4

FEDERAL JURISDICTION ARE NOT MET, STATE COURTS LOCATED IN HARRIS COUNTY, TEXAS) AND APPROPRIATE APPELLATE COURTS THEREFROM FOR THE RESOLUTION OF ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF OR IN RELATION TO THIS AGREEMENT, AND EACH PARTY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH DISPUTE, CONTROVERSY OR CLAIM MAY BE HEARD AND DETERMINED IN SUCH COURTS. THE PARTIES HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH DISPUTE, CONTROVERSY OR CLAIM BROUGHT IN ANY SUCH COURT OR ANY DEFENSE OF INCONVENIENT FORUM FOR THE MAINTENANCE OF SUCH DISPUTE, CONTROVERSY OR CLAIM. EACH PARTY AGREES THAT A JUDGMENT IN ANY SUCH DISPUTE MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY APPLICABLE LAW.

(c)TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES THAT THIS SECTION 11.4(c) CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH SUCH PARTY IS RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT, THE ANCILLARY DOCUMENTS, AND ANY OTHER AGREEMENTS RELATING HERETO OR CONTEMPLATED HEREBY OR THEREBY.

1.5Waivers. Any failure by a Party to comply with any of its obligations, agreements or conditions herein contained may only be waived by the Party to whom such compliance is owed by a written instrument signed by such Party and expressly identified as a waiver, but not in any other manner. No waiver of, consent to a change in, or any delay in timely exercising any rights arising from, any of the provisions of this Agreement shall be deemed or shall constitute a waiver of, or consent to a change in, other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

1.6Assignment. Prior to the Closing Date, no Party shall assign all or any part of this Agreement, nor shall any Party assign or delegate any of its rights or duties hereunder, without the prior written consent of the other Parties (which consent may not be unreasonably withheld) and any assignment or delegation made without such written consent shall be void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

1.7Entire Agreement. This Agreement (including, for purposes of certainty, the Exhibits and Schedules attached hereto), the Ancillary Documents to be executed hereunder, and the Confidentiality Agreement, as amended hereby, constitute the entire agreement among the Parties pertaining to the subject matter hereof, and supersede all prior agreements,

Exhibit 10.4

understandings, negotiations and discussions, whether oral or written, of the Parties pertaining to the subject matter hereof.

Exhibit 10.4

1.8Amendment. This Agreement may be amended or modified only by an agreement in writing executed by all Parties, their respective successors or permitted assigns and expressly identified as an amendment or modification hereto.

1.9No Third-Party Beneficiaries. Except as set forth in Article IX, nothing in this Agreement shall entitle any Person, other than the Parties, to any claim, cause of action, remedy or right of any kind.

1.10Conspicuous. THE PARTIES AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE OR ENFORCEABLE, THE PROVISIONS IN THIS AGREEMENT IN BOLD-TYPE FONT ARE “CONSPICUOUS” FOR THE PURPOSE OF ANY APPLICABLE LAW.

1.11Severability. Should any provision of this Agreement be held by a court of law to be illegal, invalid or unenforceable, such provision shall be replaced by such provision as most closely reflects the intent of the invalid provision, and the legality, validity and enforceability of the remaining provisions of this Agreement will not be affected or impaired thereby.

1.12Specific Performance and Certain Remedies. enCore acknowledges and agrees that the breach of this Agreement by the enCore Partis would cause irreparable damage to Boss Energy, Boss Energy would not have an adequate remedy at law with respect to such breach, damages would be difficult to determine, and Boss Energy shall be entitled to specific performance of the terms hereof and immediate injunctive relief, without the necessity of proving the inadequacy of money damages as a remedy. Such remedies shall, however, be cumulative and not exclusive and shall be in addition to any other remedies which Boss Energy may have under this Agreement or otherwise in connection with such a breach. Boss Energy shall not be required to provide any bond or other security in connection with seeking any specific performance or other equitable remedy to enforce specifically the terms and provisions of this Agreement. Each of the Parties expressly disclaims that it is owed any duties not expressly set forth in this Agreement, and waives and releases any and all tort claims and causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement.

1.13Non-Reliance.

(a)Except for the representations and warranties expressly set forth in Article IV, the enCore Parties specifically acknowledge and agree that none of Boss Energy or any of its respective Affiliates or representatives makes, or has made, any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity).

(b)Except for the representations and warranties expressly set forth in Article III, Boss Energy specifically acknowledges and agrees that (i) none of the enCore Parties or any of its respective Affiliates or representatives makes or has made, any other express or implied representation or warranty whatsoever (whether at law (including at common law or by statute) or in equity) including with respect to (A) Newco, the Operating Companies and the assets and businesses of the Operating Companies or (B) any opinion, projection, forecast, statement,

Exhibit 10.4

budget, estimate, advice or other similar information (including information with respect to the future

Exhibit 10.4

revenues, earnings, EBITDA, results or operations (or any component thereof)), cash flows, financial condition (or any component thereof) or the future business and operations of Newco and the Operating Companies or their assets or businesses, as well as any other business plan and cost- related plan information with respect thereto, made, communicated or furnished (orally or in writing), or to be made, communicated or furnished (orally or in writing), to Boss Energy or any of its respective Affiliates or its representatives, in each case, whether made by an enCore Party or any of their respective Affiliates or representatives or any other Person (this clause (B), collectively, “Projections”) and (ii) the enCore Parties expressly disclaim and negate all Liability and responsibility for any such other representation or warranty or any Projection.

(c)Without limiting the foregoing, Boss Energy acknowledges and agrees, that it has conducted to its satisfaction its own independent investigation of the transactions contemplated by this Agreement and, in making its determination to enter into this Agreement and proceed with the transactions contemplated by this Agreement, it has relied solely on the results of such independent investigation and the representations and warranties expressly set forth in Article III, respectively.

(d)Each of the Parties acknowledge and agree that the provisions of this Section 11.13 are intended to be a full waiver of any extracontractual representations and warranties; provided, however, that nothing in this Section 11.13 shall relieve any Party from any liability for Fraud.

[signature pages follow]

Exhibit 10.4

IN WITNESS WHEREOF, each Party has caused this Agreement to be duly executed by its authorized representative as of the Effective Date.

enCore Energy Corp.

By: “W. Paul Goranson”

Name: W. Paul Goranson Title: Chief Executive Officer

enCore Energy US Corp.

By: “W. Paul Goranson”

Name: W. Paul Goranson Title: Chief Executive Officer

Boss Energy Limited [(ABN 38 116 834 336)]

By: “Duncan Craib”

Name: Duncan Craib

Title: Chief Executive Officer

By: “Derek Hall”     Name: Derek Hall

Title: Company Secretary

Exhibit 10.4

EXHIBIT A

FORM OF ASSIGNMENT OF MEMBERSHIP INTERESTS

[Content of Exhibit A Redacted]

Exhibit 10.4

EXHIBIT B

FORM OF SUBSCRIPTION AGREEMENT

[Content of Exhibit B Redacted]

Exhibit 10.4

EXHIBIT C

STRATEGIC COLLABORATION AGREEMENT

[Content of Exhibit C Redacted]

Exhibit 10.4

EXHIBIT D

FORM OF URANIUM LOAN AGREEMENT

[Content of Exhibit D Redacted]

Exhibit 10.4

EXHIBIT E

MATERIAL TERMS OF LLC AGREEMENT

[Content of Exhibit E Redacted]

Document

Exhibit 10.5

Uranium Loan Agreement

between

enCore Energy U.S. Corp.

(Borrower), and

Boss Energy Limited

ABN 38 116 834 336

(Lender)

Exhibit 10.5

Page i

Table of contents

Exhibit 10.5

1Definitions and interpretation1

1.1Definitions1

1.2Interpretation6

1.3Book Transfers6

2Facility Availability and Cancellation7

3Approved Purpose7

4Utilization7

5Conditions precedent7

5.1Conditions precedent to Utilization7

5.2Benefit of conditions precedent7

6Interest7

6.1Interest7

6.2Interest on unpaid amounts8

6.3Interest payments8

7Repayment8

7.1Repayment8

7.2Early repayment9

7.3No redraws9

8Extension option9

9Security10

10Payments10

10.1Payment manner10

10.2Payment dates10

10.3Set-off exclusion11

10.4Tax11

11Representations and warranties11

11.1Representations and warranties of the Borrower11

11.2Repetition13

12Covenants13

12.1Affirmative covenants13

12.2Negative covenants14

13Events of Default14

13.1Events of Default14

13.2Consequences of an Event of Default15

14Indemnity16

15Costs16

16General provisions17

16.1Notices17

16.2Inconsistency17

16.3Time of the essence17

16.4Amendments17

16.5Entire agreement17

16.6Further assurance17

16.7Continuing performance17

16.8Waivers18

16.9Remedies18

16.10Governing law and jurisdiction18

16.11Assignment18

16.12Severability18

16.13Counterparts18

Exhibit 10.5

Schedule 1    20

Schedule 2    21

Page 1

This agreement is made on December, 5, 2023

between	enCore Energy U.S. Corp., a Nevada corporation (Borrower),
and	Boss Energy Limited ABN 38 116 834 336, a company incorporated in Australia with registered address at Level 1, 420 Hay Street, Subiaco WA 6008, Australia (Lender)

Recitals

AThe Borrower has requested the Lender make the Facility available to the Borrower on the terms set out in this Agreement.

BThe Lender has agreed to make the Loan Material available on the terms and conditions set out in this Agreement.

Now it is agreed as follows:

1Definitions and interpretation

1.1Definitions

In this Agreement, unless the context otherwise requires:

Alta Mesa Loan Documents means the “Loan Documents” as such term is defined in the Secured Convertible Promissory Note Due February 14, 2025 made by the Alta Mesa Project Companies, Leoncito Restoration, L.L.C., and Borrower, dated February 14, 2023, and delivered to and for the benefit of the EFR Creditor.

Alta Mesa Project Companies means enCore Alta Mesa, LLC, Leoncito Plant, L.L.C., and Leoncito Project, L.L.C.

Alta Mesa Security Documents means:

(i)a pledge agreement by and between Borrower as pledgor and Lender, pursuant to which Borrower will pledge all of its equity interests in the Alta Mesa Project Companies;

(ii)a security agreement by and among the Alta Mesa Project Companies and the Lender, granting Security Interests in all of the personal property assets of such Alta Mesa Project Companies;

(iii)a guarantee delivered by each Alta Mesa Project Company in favor of the Lender to guarantee the performance by the Borrower of its obligations under this Agreement; and

(iv)a mortgage and/or deed of trust to be delivered by each Alta Mesa Project Company with respect to the real property and/or leasehold interests of such Alta Mesa Project Companies.

Approved Purpose means the purpose specified in Item 3 of Schedule 1.

Authorization includes:

(a)any authorization, consent, approval, resolution, licence, registration, filing, agreement, lodgement, certificate, permit, authority or exemption from, by or with a Public Authority; or

(b)any consent or authorization regarded as given by a Public Authority due to the expiration of the period specified by a statute within which the Public Authority should

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have acted if it wished to proscribe or limit anything already lodged, registered or notified under that statute.

Authorized Officer means, in respect of a company, any C-suite executive, director or company secretary (or equivalent corporate officers in the jurisdiction of incorporation of a company) or any delegate or lawyer acting on their behalf.

Average Weekly Spot Price means the average of:

(a)the Ux U3O8 Price Indicator (Spot) per pound U3O8 as listed in the Ux Weekly published by the Ux Consulting Company LLC; and

(b)the TradeTech’s weekly spot indicator per pound U3O8 as listed in the Nuclear Market Review published by TradeTech, LLC.

Book Transfer means an accounting transfer of Loan Material at the Converter.

Book Transfer Confirmation means, in respect of a Book Transfer, a notification by the Converter of the quantity and the origin of the Loan Material delivered pursuant to that Book Transfer.

Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in Perth, Western Australia, Australia and Houston, Texas, United States of America.

Calculation Dates means, with respect to any referenced date, the immediately preceding dates on which the spot price indices referenced in clauses (a) and (b) of the definition of Average Weekly Spot Price are reported publicly.

Claim includes any allegation, debt, cause of action, Liability, claim, proceeding, suit or demand of whatever nature however arising and whether present or future, fixed or unascertained, actual or contingent and whether at law, in equity, under statute or otherwise.

Closing Date shall have the meaning ascribed to such term in the Master Transaction Agreement.

Code means the Internal Revenue Code of the United States of America, as amended.

Commitment Period means the period specified in Item 1 of Schedule 1.

Converter means the uranium conversion facilities owned by Honeywell International, Inc. located at Metropolis, Illinois (ConverDyn).

Crownpoint-Hosta Butte Project Company means Tigris Uranium US Corp.

Default Damages means, as of the date of an Event of Default, the amount in cash equal to the Loan Material Outstandings (in pounds) multiplied by the positive increase, if any, between the Average Weekly Spot Price for the last two weeks ending on the Calculation Dates immediately preceding the Utilization Date and the Average Weekly Spot Price for the last two weeks ending on the Calculation Dates immediately preceding the occurrence of the Event of Default.

Example A:

-Loan Material Outstandings as of the Event of Default = 200,000 pounds

-Average Weekly Spot Price for the last two weeks ending on the Calculation Dates immediately preceding the Utilization Date = $50/pound

-Average Weekly Spot Price for the last two weeks ending on the Calculation Dates immediately preceding the Event of Default = $60/pound

-Default Damages = $2,000,000

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Example B:

-Loan Material Outstandings as of the Event of Default = 200,000 pounds

-Average Weekly Spot Price for the last two weeks ending on the Calculation Dates immediately preceding the Utilization Date = $50/pound

-Average Weekly Spot Price for the last two weeks ending on the Calculation Dates immediately preceding the Event of Default = $45/pound

-Default Damages = $0

Default Rate means the rate of interest specified in Item 6 of Schedule 1.

Dollars and $ means the lawful currency of the United States of America.

EFR Creditor means EFR White Canyon Corp. or any subsequent holder of the convertible note pursuant to the Alta Mesa Loan Documents.

enCore Parent means enCore Energy Corp., a corporation incorporated under the Business Corporations Act (British Columbia).

Event of Default means any one or more of the events listed in clause 13.1.

Facility means the Loan Material facility to be provided by the Lender to the Borrower in accordance with this Agreement.

Facility Limit means the amount specified in Item 2 of Schedule 1.

Finance Document means:

(a)this Agreement;

(b)in the event the Closing Date has not occurred on or before the Utilization Date, the Parent Guarantee;

(c)as of the date that is the later of the Closing Date or the Utilization Date, and provided the Parent Guarantee, if executed, is terminated and released, the Pledge Agreement; and

(d)in case of the occurrence of the events described in clause 9(b), the Alta Mesa Security Documents, but only until such documents are terminated as contemplated in the aforementioned clause.

Indebtedness means in relation to a person,

(a)all indebtedness for borrowed money (including any accrued interest thereon), including any debenture, note, or bond;

(b)notes payable;

(c)any obligation owed for all or any part of the deferred purchase price of property or services (except trade payables arising in the ordinary course of business);

(d)net obligations under any option, forward rate agreement, forward exchange contract, foreign exchange transaction, futures contract, currency exchange agreement;

(e)any obligation to mandatorily redeem any preferred equity; or

(f)any guarantee of any of the foregoing.

Initial Conditions Precedent means the conditions precedent listed in Schedule 2.

Interest Commencement Date means the date of the Utilization.

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Interest Payment Date means the last day of each Interest Period.

Interest Period means:

(a)in relation to the first Interest Period, the period starting on the Interest Commencement Date and finishing on the day that is three months after the Interest Commencement Date; and

(b)in relation to each subsequent Interest Period, the period of three months starting on the last day of the immediately preceding Interest Period; provided, however, that an Interest Period that includes the Repayment Date shall end on the Repayment Date.

Interest Rate means the rate of interest specified in Item 5 of Schedule 1.

Liability includes all liabilities (whether actual, contingent or prospective), losses, damages, costs and expenses of whatever nature however and whenever arising but excluding consequential or indirect losses, economic loss or loss of profits.

Loan Material means uranium concentrate (U3O8).

Loan Material Outstandings means, at any time, the outstanding amount of Loan Material made available by the Lender to the Borrower pursuant to a Utilization under this Agreement.

Master Transaction Agreement means the master transaction agreement between the Borrower and the Lender, amongst others, entered into on or around the date of this Agreement.

Material Adverse Effect means a material adverse effect on:

(a)the Borrower’s ability to perform any of its obligations under any Finance Document;

(b)the financial condition or business of the Borrower or the Material Subsidiaries; or

(c)the validity, enforceability, effectiveness or priority of a Finance Document;

provided, however, that for purposes of subclause 11.1(q), “Material Adverse Effect” shall not include any condition, effect, change, development or circumstance arising out of or attributable to: (i) general economic or political conditions; (ii) conditions generally affecting uranium prices or mining; or (iii) any changes in applicable laws or accounting rules or the enforcement, implementation or interpretation thereof.

Material Subsidiaries means the following entities owned by Borrower, directly or indirectly:

(a)the Alta Mesa Project Companies;

(b)the Rosita Project Company; and

(c)the Crownpoint-Hosta Butte Project Company.

Newco means the limited liability company created pursuant to the Master Transaction Agreement for the purpose of acquiring the Alta Mesa Project Companies.

Outstandings means, on any day, the amount determined by the Lender to be an amount equal to the aggregate of all amounts owing or payable actually, contingently or prospectively by the Borrower to or for the account of the Lender under or in connection with any Finance Document on that day including, without limitation, the aggregate of:

(a)the Loan Material Outstandings;

(b)any interest or other moneys accrued or capitalised under any Finance Document on that day;

(c)all interest, fees, costs, indemnities, charges, duties or expenses (including reasonable attorney’s fees) under or in relation to any Finance Document; and

7

(d)from and after the occurrence of an Event of Default, the Default Damages.

Parent Guarantee means a payment and performance guarantee to be provided by enCore Parent to the Lender, in the form attached hereto as Exhibit A.

Permitted Indebtedness means Indebtedness of Borrower, a Material Subsidiary or any of Material Subsidiary’s subsidiaries, and, solely for purposes of Clause 9(b), enCore Parent:

(a)which is secured by a Permitted Security Interest;

(b)unsecured Indebtedness incurred for the purpose of funding working capital or otherwise in the ordinary course of business and consistent with past practice and in no event exceeding $250,000 in the aggregate with respect to the Material Subsidiaries);

(c)unsecured Indebtedness for any purpose not exceeding $5,000,000 for the enCore Parent and Borrower, in the aggregate;

(d)incurred by any subsidiary of the Borrower that is not a Material Subsidiary, provided that such Indebtedness is non-recourse to Borrower, enCore Parent or any Material Subsidiary;

(e)the Alta Mesa Loan Documents;

(f)set forth on Schedule A hereto; or

(g)created with the Lender’s prior written consent.

Permitted Security Interest means, with respect to the Material Subsidiaries and their respective subsidiaries and assets:

(a)Security Interests granted under or pursuant to a Finance Document;

(b)Security Interests granted pursuant to the Alta Mesa Loan Documents;

(c)Security Interests set forth on Schedule B hereto; or

(d)any Security Interest approved by the Lender in writing.

Pledge Agreement means a pledge agreement by and between Borrower as pledgor and Lender, pursuant to which Borrower will pledge all of its equity interests in the Alta Mesa Project Companies as security for the Obligations, in a form to be mutually agreed between the parties.

Potential Event of Default means an event which with the giving of notice, lapse of time or fulfilment of any condition would be reasonably likely to become an Event of Default.

Public Authority any national, state or local government; a government department; a state- owned or statutory corporation; any governmental administrative, fiscal, judicial body, department, commission, authority, tribunal, agency or entity the United States of America, or any subdivision thereof, including tribal nations and any organization established under statute or any stock exchange.

Repayment Date means the date specified in Item 7 of Schedule 1.

Rosita Project Company means URI, Inc.

Security Interest means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect, including any ‘security interest’ as defined in the applicable Uniform Commercial Code.

Taxes means any tax, levy, impost, duty, deduction, withholding (including backup withholding), charge, assessment or fee of any nature (including interest, penalties and

8

additions thereto) that is imposed by any Public Authority in respect of a payment under this Agreement.

9

Utilization means the provision of Loan Material by the Lender at the direction of the Borrower under this Agreement including, where the context requires, the amount of that Loan Material.

Utilization Date means the date of the Utilization.

Utilization Request means the written request by the Borrower requesting the Utilization of the Facility pursuant to this Agreement signed by an Authorized Officer of the Borrower.

1.2Interpretation

In this Agreement unless the context otherwise requires:

(a)clause and subclause headings are for reference purposes only;

(b)the singular includes the plural and vice versa;

(c)words denoting any gender include all genders;

(d)reference to a person includes any other entity recognised by law and vice versa;

(e)references to time are to the time in [Houston, Texas, United States of America];

(f)where a word or phrase is defined its other grammatical forms have a corresponding meaning;

(g)a reference to a party to this Agreement includes its successors and permitted assigns;

(h)a reference to any agreement or document includes that agreement or document as amended, modified, restated, amended and restated, supplemented or replaced at any time;

(i)a reference to asset or property includes any real or personal, present or future, tangible or intangible asset or property (including intellectual property) and any right, interest, revenue or benefit in, under or derived from the asset or property;

(j)the use of the word includes or including is not to be taken as limiting the meaning of the words preceding it;

(k)the expression at any time includes reference to past, present and future time and the performance of any action from time to time;

(l)a reference to a schedule is a reference to a schedule of this Agreement and a reference to an item is a reference to an item in a schedule to this Agreement;

(m)a reference to an exhibit, annexure, attachment or schedule is a reference to the corresponding exhibit, annexure, attachment or schedule in this Agreement;

(n)when a thing is required to be done or money required to be paid under this Agreement on a day which is not a Business Day, the thing must be done and the money paid on the next Business Day; and

(o)a reference to a statute includes all regulations and amendments to that statute and any statute passed in substitution for that statute or incorporating any of its provisions to the extent that they are incorporated.

1.3Book Transfers

A Book Transfer will be considered to take effect upon receipt of the Book Transfer Confirmation for that Book Transfer.

10

2Facility Availability and Cancellation

(a)Subject to the terms and conditions of this Agreement, the Lender agrees to make the Facility available to the Borrower for utilization during the Commitment Period in an aggregate amount not exceeding the Facility Limit.

(b)The Lender may, in its sole discretion, cancel the Facility if the Facility is not utilised within the Commitment Period.

3Approved Purpose

(a)The Facility must be used for the Approved Purpose.

(b)The Lender is not bound to monitor or verify the application of any amounts borrowed under this Agreement.

4Utilization

(a)The Borrower may utilise the Facility by delivery to the Lender of a duly completed Utilization Request.

(b)A Utilization Request is irrevocable and will not be regarded as having been duly completed unless:

(i)the proposed Utilization Date is a Business Day within the Commitment Period;

(ii)the Utilization is for Loan Material; and

(iii)the amount of the Utilization is equal to the Facility Limit.

(c)Only one Utilization is permitted.

(d)Upon receipt of a duly completed Utilization Request, provided that the Initial Conditions Precedent have been satisfied or waived in accordance with clause 5, the Lender shall instruct the Converter to make a Book Transfer with respect to the Loan Material to the Borrower’s account at the Converter and shall deliver promptly the related Book Transfer Confirmation to the Borrower.

5Conditions precedent

5.1Conditions precedent to Utilization

The Lender is not obliged to provide a Utilization unless and until it has received and is satisfied in its sole discretion in respect of, or has otherwise waived, each of the Initial Conditions Precedent.

5.2Benefit of conditions precedent

The conditions precedent contained in this clause 5 are for the sole benefit of the Lender and may or may not be waived by the Lender with or without conditions in its sole discretion.

6Interest

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6.1Interest

(a)Interest for each Interest Period accrues on the amount of the Outstandings is payable on a non-refundable basis by the Borrower, with the related Book Transfer

12

Confirmation to be delivered no later than each Interest Payment Date in the amounts determined under subclause (b) below.

(b)Interest will be determined as follows:

(i)in respect of Loan Material Outstandings, the amount calculated by applying the below formula:

(LMO x AWSP) x IR x (N / 365)

Where:

LMO is the amount of Loan Material Outstandings expressed in pounds;

AWSP is the Average Weekly Spot Price for the last two weeks ending on the Calculation Dates immediately preceding the Utilization Date;

IR is the Interest Rate; and

N is the number of days in the applicable Interest Period. and

(ii)in respect of Outstandings (other than Loan Material Outstandings), the amount calculated by applying the Interest Rate to the daily balance of the Outstandings (other than Loan Material Outstandings) for the actual number of days elapsed on the basis of a year of 365 days.

6.2Interest on unpaid amounts

(a)Interest will accrue on any amount due and payable by the Borrower to the Lender at the Default Rate from the date the amount becomes due until it is actually paid.

(b)Interest accruing under this clause 6.2 will be payable by the Borrower to the Lender on demand.

6.3Interest payments

(a)Subject to subclause (b) below, the Borrower must make all interest payments in the form of Loan Material by way of Book Transfer to the Lender’s account at the Converter, with the amount of Loan Material required to be delivered by the Borrower to the Lender to satisfy the interest payment to be determined by dividing the amount of the interest payment expressed in Dollars by a Dollar price of Loan Material per pound equal to the Average Weekly Spot Price for the last two weeks ending on the Calculation Dates immediately preceding the Utilization Date. Loan Material delivered in accordance with this clause (a) must have its origin in the United States of America or Australia. Interest payments made by Book Transfer of Loan Material shall be deemed effective as of the date of the Book Transfer Confirmation.

(b)Notwithstanding, and without limiting, clause (a) above, the Lender may elect at its own discretion, or the Borrower may request in writing, within ten (10) Business Days before the applicable Interest Payment Date and the Lender may elect to accept (in its sole discretion), satisfaction of any interest payment by payment of cash equal to the amount of interest that will be due as of such Interest Payment Date.

7Repayment

7.1Repayment

(a)The Borrower must redeliver and repay (as applicable) all Outstandings on the Repayment Date by:

14

(i)in accordance with clause (c) below in respect of Loan Material Outstandings, delivering by way of Book Transfer to the Lender's account at the Converter an amount of Loan Material equal to the Loan Material Outstandings, with the related Book Transfer Confirmation to be delivered no later than the Repayment Date; and

(ii)paying an amount of cash equal to all other Outstandings to the Lender;

provided, however, that the Lender may elect at its own discretion, or the Borrower may request in writing, within ten (10) Business Days before the Repayment Date and the Lender may elect to accept (in its sole discretion), satisfaction of the Loan Material Outstandings by payment of cash equal to the Loan Material Outstandings expressed in pounds multiplied by the Average Weekly Spot Price for the last two weeks ending on the Calculation Dates immediately preceding the Utilization Date.

(b)The Borrower must repay all of the Outstandings to the Lender no later than the Repayment Date, unless otherwise provided in this Agreement.

(c)Loan Material delivered in accordance with subclause (a)(i) above must have its origin in the United States, Canada or Australia.

7.2Early repayment

(a)Subject to clause (b) below, the Borrower may prepay the Outstandings in full or part at any time after the date falling six months from the Utilization Date. All prepayments shall be paid in kind or in cash, as applicable, in accordance with the provisions of clause 7.1(a).

(b)On the date of prepayment of the Outstandings, the Borrower must pay a prepayment fee in cash to the Lender equal to $200,000 (the “Prepayment Fee”). At the election of the Lender, the Prepayment Fee shall be paid in the form of Loan Material by way of Book Transfer to the Lender’s account at the Converter, with the amount of Loan Material required to be delivered by the Borrower to the Lender to satisfy the Prepayment Fee to be determined by dividing the amount of the Prepayment Fee expressed in Dollars by a Dollar price of Loan Material per pound equal to the Average Weekly Spot Price for the last two weeks ending on the Calculation Dates immediately preceding the date of the prepayment.

(c)Loan Material delivered in accordance with clauses (a) and (b) above, must have its origin in the United States of America or Australia.

7.3No redraws

No amount of Loan Material redelivered (or repaid in cash, as applicable) as repayment under any provision of this Agreement may be redrawn or re-utilized as a Utilization.

8Extension option

(a)If the Borrower does not hold, or cannot reasonably source, sufficient amounts of Loan Material to meet its obligations under clause 7.1(a)(i), the Borrower may request the Lender to extend the Repayment Date ("Extension Request").

(b)The Lender may at its absolute discretion agree, refuse or propose alternative terms for an Extension Request.

(c)The Borrower must pay all accrued and unpaid interest in cash prior to approval of an Extension Request.

(d)If the Lender does not approve an Extension Request, the Repayment Date shall remain unaffected and any Outstandings shall be redelivered or repaid (as applicable) in accordance with clause 7.

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9Security

(a)As an Initial Condition Precedent, the Parent Guarantee shall have been executed and delivered by enCore Parent and Lender. The Parent Guarantee shall be terminated and released by the Lender on the Closing Date simultaneously with the transactions contemplated with subclause (c) below. Lender shall take all such actions necessary or reasonably requested by Borrower to effectuate such termination and release. Notwithstanding the foregoing, should the Closing Date occur on or before the Utilization Date, the Guarantee shall not be executed or delivered.

(b)Notwithstanding the provisions of subclause (a), should the Borrower or enCore Parent incur any Indebtedness other than Permitted Indebtedness while the Parent Guarantee is in effect, the Borrower shall either, by the date on which such Indebtedness is incurred and as a condition thereto, (i) repay all Obligations, or (ii) deliver the Alta Mesa Security Documents. In case the Borrower elects option (ii), the Parent Guarantee would be released concurrently with the Borrower’s delivery of the relevant security documents. The Alta Mesa Security Documents shall be terminated and released by the Lender on the Closing Date simultaneously with the transactions contemplated with subclause (c) below.

(c)On the Closing Date, Borrower shall execute and deliver the Pledge Agreement, to be effective immediately upon the termination and release of, as applicable, (i) the Guarantee as provided in subclause (a) above or (ii) the Alta Mesa Security Documents, as provided in subclause (b) above; provided, however, that if the Closing Date occurs prior to the Utilization Date, then the Pledge Agreement shall be executed and delivered as an Initial Condition Precedent. Borrower will execute such documents and do such acts as necessary or reasonably requested by Lender to perfect such Security Interests created in the Pledge Agreement in the relevant jurisdictions. The parties acknowledge and agree that the Security Interests created under the Pledge Agreement will be security for payment of the Outstandings and fulfilment of all other obligations of the Borrower to the Lender under the Finance Documents.

(d)The parties further acknowledge and agree that the value to be attributed to the Loan Material Outstandings following an Event of Default will be calculated based on the Average Weekly Spot Price for the last two full weeks immediately preceding the Calculation Dates that occur immediately preceding the Utilization Date.

10Payments

10.1Payment manner

The Borrower must make any cash payment to the Lender required or permitted under this Agreement:

(a)in Dollars;

(b)not later than close of business, Houston time, on the due date for payment;

(c)in immediately available funds; and

(d)to the bank account notified by the Lender to the Borrower.

10.2Payment dates

Any payment under this Agreement which falls due on a day which is not a Business Day must be made on the next Business Day with an appropriate adjustment for interest.

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10.3Set-off exclusion

The Borrower must make any payment under this Agreement without any set-off, counterclaim or deduction, whether on account of Taxes or otherwise, except for any tax deduction or withholding compelled by law.

10.4Tax

If Borrower is required by any applicable law, rule or regulation to make any deduction or withholding for or on account of any Tax from any payment of interest or any Default Damages to be paid by it under this Agreement, then Borrower will, subject to the exceptions and limitations set forth below, pay such additional amounts as are necessary in order that the net payment by Borrower to Lender after deduction and withholding imposed by a Public Authority will not be less than the amount of interest then due and payable hereunder; provided, however, that the foregoing obligation to pay additional amounts shall not apply, and any such deduction and withholding shall be for the account of Lender, with respect to:

(a)any Tax, deduction, or withholding that is imposed by reason of Lender:

(i)being or having been engaged in a trade or business in the United States or having or having had a permanent establishment in the United States; or

(ii)being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business, as described in Section 881(c)(3) of the Code or any successor provision;

(b)any Tax, deduction, or withholding that would not have been imposed but for the failure of the Lender or an affiliate thereof to comply with certification, identification or information reporting requirements; or

(c)any Tax, deduction, or withholding imposed under Sections 1471 through 1474 of the Code (or any amended or successor provisions), any regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code whether currently in effect or as published and amended from time to time or from any similar provision of another nation.

If Lender is exempt from, or eligible for a reduced rate of, deduction or withholding under an applicable provision of an income tax treaty, Lender shall deliver to Borrower accurate and complete documentation necessary and sufficient to eliminate or reduce such withholding. Lender and Borrower agree to cooperate and to use commercially reasonable efforts to mitigate or eliminate such deduction and withholding, including the obtainment of any refund for deduction and withholding made. Deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid by Borrower to Lender.

11Representations and warranties

11.1Representations and warranties of the Borrower

The Borrower represents and warrants to the Lender as follows, as of the dates set forth in clause 11.2:

(a)it and each of the Material Subsidiaries is duly established and validly existing under the law of the jurisdiction of its incorporation or organization;

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(b)it has full power to enter into, carry out and comply with its obligations under this Agreement and any other Finance Document to which it is a party;

(c)this Agreement and each other Finance Document to which it is a party constitutes its legal, valid and binding obligations, enforceable against it in accordance with its terms

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except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law);

(d)it has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Finance Documents to which it is a party and the transactions contemplated by those Finance Documents;

(e)its execution, delivery and performance of the Finance Documents to which it is a party will not result in any material breach of, constitute a material default (or event which with the giving of notice or lapse of time, or both, would become a material default) under, require any consent under, or give to others any rights of termination, acceleration or cancellation of, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument to which it is a party, except where the failure to do so would not materially and adversely affect its ability to enter into and perform its obligations under the Finance Documents;

(f)it is solvent;

(g)no litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency has or have (to its knowledge and belief) been started or threatened against it which are reasonably likely to have a Material Adverse Effect;

(h)no judgment or order of a court, arbitral tribunal or any order or sanction of any government or other regulatory body which is reasonably likely to have a Material Adverse Effect has (to its knowledge and belief) been made against it;

(i)no Event of Default or Potential Event of Default has occurred and is continuing;

(j)it is not in violation of any applicable law, rule, regulation or order by a Public Authority, except where the failure to do so would not materially and adversely affect its ability to enter into and perform its obligations under any Finance Documents;

(k)all facts and information given to the Lender at any time by the Borrower pursuant to each Finance Document, are true, accurate, complete and up-to-date in all material respects as at the time given;

(l)it holds full legal, voting and ownership interests in the Material Subsidiaries;

(m)the equity interest of and the assets owned by the Material Subsidiaries are free and clear of any Security Interest, except any Permitted Security Interest;

(n)proceeds of the Utilization are required, and will be only used, for the Approved Purpose;

(o)with respect to all Loan Material used to repay the Loan Material Outstandings:

(i)the Borrower will own at the time of the applicable Book Transfer such Loan Material and will transfer such Loan Material to the Lender, free of any liens, claims or encumbrances;

(ii)the origin of such Loan Material shall (1) conform to the applicable quality specification of the Converter in effect at the time of the Book Transfer and (2) be of United States, Canadian or Australian origin; and

(iii)no such Loan Material will have been obtained by the Borrower under any arrangement, swap, exchange or other transaction designated to circumvent the provisions of the Suspension Agreement signed in 1992 between the United States Department of Commerce and the Russian Federation, as amended, or the delivery limitation set forth in Article 3112(b) of the USEC Privatization Act 42 U.S.C. § 2297h et seq., and the Procedure for Delivery of Russian HEU Natural Uranium Component in the United States;

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(p)at the time that this representation is given, it and the Material Subsidiaries have no Indebtedness except Permitted Indebtedness; and

(q)there is no Material Adverse Effect or any event or events that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

11.2Repetition

The representations and warranties set out in clause 11.1 are deemed to be made by the Borrower by reference to the facts and circumstances then existing on:

(a)the date of this Agreement;

(b)on the date of the Utilization Request; and

(c)on the Utilization Date.

12Covenants

12.1Affirmative covenants

The Borrower must from the date of this Agreement for so long as any Outstandings are outstanding:

(a)deliver to the Lender any information relating to the use of the Utilization for the Approved Purpose, to the extent available to and disclosable by the Borrower, as the Lender may reasonably request;

(b)obtain, punctually renew and comply with the terms of each Authorization necessary to enter into any Finance Document to which it is a party, observe all obligations under such Finance Document and allow it to be enforced, except where the failure to do so would not materially and adversely affect its ability to enter into and perform its obligations under the Finance Documents;

(c)comply, and will cause the Material Subsidiaries to comply, in all respects with all applicable laws to which it or the Material Subsidiaries are subject, except where the failure to do so would not materially and adversely affect its ability to enter into and perform its obligations under the Finance Documents;

(d)take such actions as are necessary or as may be reasonably required by the Lender to perfect or maintain Lender’s Security Interest in the assets pledged under the Pledge Agreement once such agreement is executed and delivered;

(e)pay, and cause each of the Material Subsidiaries to pay, all of its material taxes, except in each case where the amount or validity thereof is contested in good faith or if reserves have been provided therefor;

(f)immediately notify the Lender of the occurrence of an Event of Default upon becoming aware of the same;

(g)only to the extent the Pledge Agreement is not in effect, ensure that at all times it:

(i)takes out and maintains all prudent insurances with a reputable insurer for the operational assets of the Material Subsidiaries (including, to the extent applicable, commercial general and motor vehicle liability and property casualty coverages, business interruption, worker's compensation, and employer liability);

(ii)does not do, omit to do or permit anything which would reasonably be expected to prejudice or render void, voidable or unenforceable any such insurance or cancel or permit to lapse any such insurance; and

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(iii)in case of any material loss, damage to or destruction of the insured assets of the Material Subsidiaries, or any material part thereof, the Borrower shall promptly give written notice thereof to the Lender generally describing the nature and extent of such damage or destruction. In case of any such loss, damage to or destruction of the Secured Property or any material part thereof, Borrower shall use the insurance proceeds received on account of such damage or destruction to repair or replace the property or assets so lost, damaged or destroyed.

12.2Negative covenants

Borrower must not, without the prior written consent of the Lender:

(a)incur, or allow Newco or any of the Material Subsidiaries to incur any Indebtedness other than Permitted Indebtedness;

(b)create or permit to exist any Security Interest over the membership interests of Newco or the Material Subsidiaries or any of their assets, other than a Permitted Security Interest;

(c)dispose of or transfer its equity interest in Newco or the Material Subsidiaries or dissolve, liquidate or wind up its or their affairs, sell, transfer, lease to a third party or otherwise dispose of substantially all of the property or assets of itself, Newco or the Material Subsidiaries; or take any action to enter into any such amalgamation, consolidation, demerger, merger, corporate restructuring, conveyance, transfer or lease of all or substantially all of the assets of itself, Newco or the Material Subsidiaries, except in case of an amalgamation, consolidation, demerger, merger or corporate restructuring resulting from a change of control in which the successor formed by such consolidation or amalgamation or the survivor of such merger or corporate restructuring, as the case may be, shall be a solvent corporation or limited liability company or limited partnership organized and existing under the laws of Canada, or any state or province of the United States or Canada (including the District of Columbia), and such corporation or limited liability company or limited partnership shall have executed and delivered to the Lender its assumption of the due and punctual performance and observance of each covenant and condition of the Finance Documents to which the Borrower is a party; or

(d)substantially change the general nature of its business from that carried on at the date of this Agreement or amend, modify or change its certificate of formation, certificate of incorporation (or corporate charter or other similar organizational document), operating agreement, or bylaws (or other similar document) of the Borrower or any Material Subsidiary in any material respect without the prior written consent of the Lender.

13Events of Default

13.1Events of Default

An Event of Default occurs if:

(a)the Borrower does not:

(i)deliver the Loan Material to the Lender when due in accordance with this Agreement; or

(ii)pay on the due date any amount payable pursuant to a Finance Document at the place and in the currency in which it is expressed to be payable unless its failure to pay is caused by administrative or technical error and payment is made within five (5) Business Days of the due date;

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(b)the Borrower does not comply with its obligations under subclauses 9(b) or 9(c);

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(c)the Borrower or the relevant Material Subsidiary, if applicable, does not comply in any material respect with any other provision of the Finance Documents or with any condition of any waiver or consent by the Lender under or in connection with any Finance Document which the Borrower has accepted as a condition and, if such non- compliance is remediable, the non-compliance is not remedied within fifteen (15) Business Days of the earlier of: (i) the Borrower becoming aware of the non- compliance; or (ii) the Lender giving notice to the Borrower of the non-compliance;

(d)any representation made or deemed to be made or repeated by the Borrower under or in connection with any Finance Document is untrue, incorrect or misleading in any material respect;

(e)any judgment or judgments are rendered or judgment liens filed against Borrower or Newco or any Material Subsidiary for an aggregate amount in excess of

$1,000,000.00, which within thirty (30) days of such rendering or filing is not either appealed, satisfied, stayed, discharged of record or bonded;

(f)any Indebtedness of Borrower or any Material Subsidiary is not paid when due or within any applicable grace period, provided that any such payment default shall not at any time constitute an Event of Default unless, at such time, either (i) it results in the acceleration of such Indebtedness requiring payment of outstanding principal in full prior to the stated maturity thereof, or (ii) one or more of such defaults has occurred and is continuing with respect to such Indebtedness the outstanding principal amount of which exceeds in the aggregate $2,000,000 for the Borrower and $250,000 for any Material Subsidiary;

(g)the whole of any Finance Document is declared void or unenforceable by a court of competent jurisdiction, or the Borrower in writing repudiates any of the material obligations in any Finance Document or claims that such document is unenforceable;

(h)The Borrower, Newco or any Material Subsidiary

(i)admits inability to pay its debts generally as they mature;

(ii)makes a general assignment for the benefit of its creditors

(iii)files a petition under any section or chapter of the United States Bankruptcy Code or any similar federal or state law or regulation;

(iv)makes an application for the appointment of a receiver, trustee or custodian for any of any of its assets; or

(v)files any case or proceeding for its reorganization, dissolution or liquidation or for relief from creditors;

(i)there is commenced against Borrower, Newco or any of its Material Subsidiaries any case, proceeding or other action seeking attachment, execution or similar process against all or any substantial part of its assets which results in the entry of an order for such relief which has not been vacated, discharged, stayed or bonded pending appeal within sixty (60) days from entry thereof; or

(j)with respect to the Borrower, Newco or any Material Subsidiary, the filing or petition in any court pursuant to any statute or regulation of any state, country or jurisdiction, in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee, and such filing or petition is not dismissed within sixty (60) days after the filing thereof.

13.2Consequences of an Event of Default

(a)On and at any time after the occurrence of an Event of Default the Lender may by notice to the Borrower:

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(i)if such Event of Default occurs prior to a Utilization, cancel the Facility and terminate this Agreement;

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(ii)declare that all or part of the Outstandings are immediately due and payable, whereupon the Borrower must immediately redeliver or repay (as applicable) those amounts;

(iii)declare that all or part of the Outstandings are payable on demand, whereupon those amounts will become immediately due and payable (or immediately due and deliverable (if applicable)) by the Borrower on demand from the Lender;

(iv)cancel the Facility and terminate any obligations of the Lender under this Agreement; and/or

(v)exercise any or all of its rights and entitlements under the Guarantee or the Pledge Agreement, as applicable.

(b)In case of the occurrence of any of the events in clauses (a)(ii), (iii) or (v) above, should the Average Weekly Spot Price for the last two weeks ending on the Calculation Dates immediately preceding the occurrence of the Event of Default be higher than the Average Weekly Spot Price for the last two weeks ending on the Calculation Dates immediately preceding the Utilization Date, in addition to its right to recover all other Outstandings then due and pursue any remedies available to it in equity or at law, the Lender shall be entitled to recover the Default Damages.

14Indemnity

The Borrower agrees to defend, indemnify and hold the Lender, its affiliates, and any of the Lender’s or such affiliates’ employees, officers, directors, managers, shareholders, partners, members, agents, and contractors (Lender Indemnitees) harmless from and shall keep such Lender Indemnitees indemnified against, and must reimburse such Lender Indemnitees on demand for, all Claims or Liabilities arising from or incurred in relation to any of the following, whether such Claims or Liabilities are brought by a third party or otherwise:

(a)an Event of Default; and

(b)all actions, proceedings, costs, claims and demands in relation to the enforcement of the Guarantee or the Security Interest under the Alta Mesa Security Documents or the Pledge Agreement, as applicable,

and in each case, including but not limited to, all reasonable and documented legal costs and expenses; provided, however, that such obligation by Borrower shall exclude any Claims or Liabilities resulting from the gross negligence or willful misconduct by any Lender Indemnitee. Notwithstanding the foregoing or any other provision of this Agreement, in no event shall the Borrower be liable for any punitive, incidental, special or consequential damages.

15Costs

The Borrower must reimburse the Lender on demand for all actual, reasonable and documented costs, fees and expenses incurred by the Lender:

(a)in connection with the rectification of any breach or default by the Borrower under this Agreement or any other Finance Document;

(b)in connection with any protection or enforcement or attempted protection or enforcement of any power or right conferred on the Lender by this Agreement or any other Finance Document or by law; and

(c)incurred by the Lender in connection with any Taxes, fees, fines and penalties in respect of fees, payable or determined to be payable in relation to any Finance

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Document or a payment, receipt or any other transaction contemplated by any Finance Document, including any Book Transfer Fees charged by the Converter.

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16General provisions

16.1Notices

(a)Any notice to or by a party under this Agreement must be in writing and signed by the sender or, if a corporate party, an Authorized Officer of the sender.

(b)Any notice may be served by delivery in person or by reputable overnight courier or transmission by email to the address of the recipient most recently notified by the recipient to the sender.

(c)Any notice is effective for the purposes of this Agreement upon the earlier of:

(i)where delivered in person or by courier, upon delivery to the recipient; or

(ii)where emailed, at the earlier of when the sender receives an automated message confirming delivery or four hours after the time sent (as recorded on the device from which the sender sent the email) unless the sender receives an automated message that the email has not been delivered.

Communications received or taken to be received under this clause after 5:00pm in the place of receipt or on a day which is not a Business Day will be taken to be received at 9:00am on the next Business Day and take effect from that time unless a later time is specified.

16.2Inconsistency

In the event of any inconsistency between the terms of this Agreement and those of another Finance Document, the terms of this Agreement will prevail to the extent of the inconsistency.

16.3Time of the essence

Time is of the essence in respect of the obligations of the Borrower under this Agreement.

16.4Amendments

Any amendment to this Agreement has no force or effect, unless effected by an agreement executed by the parties.

16.5Entire agreement

This Agreement:

(a)expresses and incorporates the entire agreement between the parties in relation to its subject matter, and all the terms of that agreement; and

(b)supersedes and excludes any prior or collateral negotiation, understanding, communication or agreement by or between the parties in relation to that subject matter or any term of that agreement.

16.6Further assurance

Each party must execute any document and perform any action necessary to give full effect to this Agreement, whether before or after performance of this Agreement.

16.7Continuing performance

(a)The provisions of this Agreement do not merge with any action performed or document executed by any party for the purposes of performance of this Agreement.

(b)Any representation in this Agreement survives the execution of any document for the purposes of, and continues after, performance of this Agreement.

(c)Any indemnity agreed by any party under this Agreement:

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(i)constitutes a liability of that party separate and independent from any other liability of that party under this Agreement or any other agreement; and

(ii)survives and continues after performance of this Agreement.

16.8Waivers

Any failure by any party to exercise any right under this Agreement does not operate as a waiver and the single or partial exercise of any right by that party does not preclude any other or further exercise of that or any other right by that party.

16.9Remedies

The rights of a party under this Agreement are cumulative and not exclusive of any rights provided by law.

16.10Governing law and jurisdiction

(a)This Agreement is governed by the laws in force in the state of Texas, United States of America, without regard to principles of conflicts of law which would require the application of the laws of another jurisdiction.

(b)The parties hereby irrevocably submit to the exclusive jurisdiction of the federal courts of the United States of America located in Harris County, Texas (or, if requirements for federal jurisdiction are not met, state courts located in Harris County, Texas) and appropriate appellate courts therefrom for the resolution of any dispute, controversy, or claim arising out of or in relation to this Agreement, and each party hereby irrevocably agrees that all claims in respect of such dispute, controversy or claim may be heard and determined in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable laws, any objection which they may now or hereafter have to the laying of venue of any such dispute, controversy or claim brought in any such court or any defense of inconvenient forum for the maintenance of such dispute, controversy or claim. Each party agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgement or in any other manner provided by applicable law.

(c)Each party by execution of this Agreement irrevocably, generally and unconditionally submits to the non-exclusive jurisdiction of any court specified in this provision in relation to both itself and its property.

16.11Assignment

This Agreement is freely assignable by the Lender. The Borrower shall not assign all or any part of this Agreement without the prior written consent of the Lender (which consent may not be unreasonably withheld) and any assignment made without such written consent shall be void.

16.12Severability

Any provision of this Agreement which is invalid in any jurisdiction is invalid in that jurisdiction to that extent, without invalidating or affecting the remaining provisions of this Agreement or the validity of that provision in any other jurisdiction.

16.13Counterparts

This Agreement may be executed in any number of counterparts or copies, with signatures appearing on different counterparts or copies, and this has the same effect as if the signatures on the counterparts or copies were on a single copy of this Agreement. Without limiting the foregoing, if any of the signatures on behalf of one party are on different counterparts or copies of this Agreement, this Agreement, shall be taken to be, and have the same effect as, signatures on the same counterpart and on a single copy of this Agreement. A party who has executed a counterpart of this Agreement may exchange it with another party by emailing a

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pdf (portable document format) copy of the executed counterpart to that other party. A party may sign this Agreement electronically, and bind itself accordingly. In addition, the intention is

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to print it out after all parties that are signing electronically have done so, so that any such print-out will also be an executed original counterpart of this Agreement. Each signatory confirms that their signature appearing in the document, including any such print-out (irrespective of which party printed it), is their personal signature authenticating it.

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Schedule 1
---
Item 1<br><br>Commitment Period	Subject to the satisfaction of the Initial Conditions Precedent, the period commencing on the earlier of the Closing Date and February 20, 2024 and ending 30 days thereafter.
---	---
Item 2 Facility Limit	200,000 lbs of Loan Material
Item 3<br><br>Approved Purpose	(a)Loan Material is to be used by the Borrower to fulfill a portion of the offtake amount it is contracted to provide to UG U.S.A., Inc in 2024.<br><br>(b)Without limiting paragraph (a) above, Loan Material must only be used for peaceful and civilian use.
Item 4	[Reserved]
Item 5 Interest Rate	9.00% per annum.
20
---
Schedule 1
---
Item 6 Default Rate	11.00% per annum.
---	---
Item 7<br><br>Repayment Date	The earlier of 12 months from the Utilization Date and February 28, 2025 (or such later date the Repayment Date is extended to under clause 8)
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---
Schedule 2
---

Initial Conditions Precedent

(a)The Master Transaction Agreement and the “Subscription Agreement” and “Strategic Collaboration Agreement” referred to therein, have been duly executed and delivered by all parties thereto.

(b)all Security Interests granted to the EFR Creditor pursuant to the Alta Mesa Loan Documents have been terminated and released by the EFR Creditor.

(c)Either:

(i)If the Closing Date has occurred on or before the contemplated Utilization Date, the Pledge Agreement has been duly executed and delivered by all parties, to become effective on the Utilization Date, and any relevant UCC financing statements have been filed by such date; or

(ii)If the Closing Date has not occurred, the Parent Guarantee has been duly executed and delivered by all parties, to become effective on the Utilization Date.

(d)Borrower has delivered an officer’s certificate attaching its articles of incorporation, bylaws, a good standing certificate from the Secretary of State of the State of Nevada and any other state where the Borrower is licensed to do business, as well as resolutions of the boards of directors of the Borrower and the enCore

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Schedule 2
---

Parent authorizing the transactions contemplated under the Finance Documents to which each is a party, and a statement from the Borrower that the representations and warranties of the Borrower contained in clause 11.1 are true and correct in all material respects as of the Utilization Date.

(e)no Event of Default or Potential Event of Default is continuing or would occur as a result of the Utilization.

Executed as an agreement

enCore Energy Corp.

By: /s/ W. Paul Goranson

Name: W. Paul Goranson

Title: Chief Executive Officer

Boss Energy Limited

(ABN 38 116 834 336)

By: /s/ Duncan Craib     Name: Duncan Craib

Title: Chief Executive Officer

By: /s/ Derek Hall     Name: Derek Hall

Title: Company Secretary

[Signature Page to Uranium Loan Agreement]

FORM OF GUARANTY AGREEMENT

THIS GUARANTY AGREEMENT (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Guaranty”) made and entered into as of [●], [●], by ENCORE ENERGY CORP., a British Columbia corporation (“Guarantor”), in favor BOSS ENERGY LIMITED, an Australian corporation (together with its successors and permitted assigns, “Lender”).

RECITALS

A.Guarantor, Lender, and enCore Energy US Corp., a Nevada corporation (“enCore US” or “Borrower”) entered into that certain Master Transaction Agreement dated December 5, 2023 (the “MTA”) which MTA provides, among other things, that the parties thereto shall form a joint venture to explore, develop, mine, process, and produce saleable uranium product from the Alta Mesa Project (as defined in the MTA) in Jim Hogg and Brooks Counties, in Texas.

B.Pursuant to the MTA and in connection with the transactions contemplated by the MTA, enCore US, as borrower, and Lender entered into that certain Uranium Loan Agreement dated as of the date hereof (as the same may hereafter be amended, restated, or otherwise modified from time to time, the “ULA”) pursuant to which Lender has agreed to loan Loan Material to enCore US on the terms and conditions set forth therein (collectively, the “Loan”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the ULA.

C.In order to induce Lender to make the Loan, and as additional security for the obligations of Borrower under the ULA, Guarantor has agreed to give this Guaranty.

Agreement

1.NOW, THEREFORE, in consideration of the recitals and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Guarantor hereby covenants and agrees as follows:

2.Guaranty; Covenant Not to Pledge. Guarantor hereby irrevocably, unconditionally and absolutely, but subject to the terms and conditions provide herein, guarantees to Lender (a) the due and prompt payment (whether at stated maturity or earlier by acceleration or otherwise) and not just the collectability, of all indebtedness, liabilities and other amounts owed by Borrower under the ULA and (b) the due and prompt performance by Borrower of all of its other obligations under the ULA, in each case to the extent that Borrower becomes liable to Lender for such obligations under the terms of ULA and has failed to timely pay or perform the same, as applicable (Section 2(a) and Section 2(b) together, the “Obligations”) and (c) actual, documented and out-of-pocket costs and expenses (including, without limitation, all attorneys’ fees and expenses) incurred in connection with the enforcement of the rights of Lender under this Guaranty (Section 2(c), the “Expenses”). In addition, Guarantor agrees that so long as this Guaranty remains in effect, Guarantor will not transfer, pledge or otherwise encumber any of the equity interests that Guarantor owns in the Borrower.

3.Termination. This Guaranty shall terminate and be released automatically upon the occurrence of the earlier of (i) payment and performance of all Obligations and payment of all Expenses,

(ii) the cancellation or termination of the ULA pursuant to its own terms, provided all outstanding Obligations and Expenses incurred prior to or on such date have been satisfied, and (iii) the occurrence of any of the events described in subclauses 9(a) or 9(b) of the ULA, provided that all outstanding Expenses have been paid and the Borrower is not then in material default of any of its obligations under the ULA.

Upon this Guaranty’s termination in accordance with the foregoing sentence, the Guarantor automatically shall be released and discharged from all claims with respect to any Obligations without any further action of Lender or any other party. Without limiting the preceding sentence, upon such termination, Lender shall promptly undertake such actions as the Guarantor may reasonably request to memorialize or confirm such release and discharge.

4.Representations and Warranties. In order to induce Lender to make the Loan, Guarantor makes the representations and warranties to Lender set forth in this Section. Guarantor acknowledges that but for the truth and accuracy of the matters covered by the following representations and warranties, Lender would not have agreed to make the Loan. Guarantor represents and warrants to Lender as follows on the date hereof:

a.Neither the execution and delivery of this Guaranty nor the performance hereof by Guarantor will result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under any agreement, indenture, loan or credit agreement or other instrument to which Guarantor is subject (including, without limitation, Guarantor’s organizational documents) or result in the violation of any law, rule, regulation, order, judgment or decree to which Guarantor is subject, except to the extent such circumstance would not reasonably be expected to materially impair Guarantor’s ability to perform hereunder.

b.There are no (i) bankruptcy, insolvency or similar proceedings involving Guarantor and none is contemplated; (ii) dissolution proceedings involving Guarantor and none are contemplated; (iii) unsatisfied judgments of record against Guarantor; or (iv) tax liens filed against Guarantor or its assets.

c.This Guaranty has been duly executed and delivered by, and duly authorized on behalf of, Guarantor and constitutes the legal, valid and binding obligation of Guarantor, enforceable in accordance with its terms, except, as to enforcement of remedies, as may be limited by bankruptcy, insolvency or similar laws affecting generally the exercise and enforcement of creditor’s rights and remedies and by general principles of equity.

d.There are no judgments, suits, actions or proceedings at law or in equity or by or before any governmental instrumentality or agency now pending against or, to Guarantor’s knowledge, threatened against or affecting Guarantor or its assets, or both, nor has any judgment, decree or order been issued against Guarantor or its assets, or both, in each case that would reasonably be likely to materially impair the ability of the Guarantor to perform hereunder.

e.No consent or approval of any regulatory authority having jurisdiction over Guarantor is necessary or required by law as a prerequisite to the execution, delivery and performance of the terms of this Guaranty, except as has already been obtained.

5.Payments. All payments due under this Guaranty are payable upon demand by Lender and shall be paid in the manner by wire transfer of immediately available funds to such account as Lender shall notify Guarantor in writing.

6.Absolute and Unconditional Guaranty. This Guaranty and the obligations of Guarantor under this Guaranty constitute an absolute, present and continuing guaranty of payment and performance and not of collectability, subject to the terms herein. The obligations of Guarantor under this Guaranty are in no way conditioned or contingent upon any action or omission by Lender or upon any other action, occurrence, or circumstance whatsoever. It is expressly understood and agreed that the obligations of

Guarantor hereunder are and shall be absolute under any and all circumstances and shall not be subject to any counterclaim, setoff, deduction or defense.

7.Waiver of Notice and Consent. The obligations of Guarantor hereunder shall remain in full force and shall not be impaired by: (a) any agreement extending or otherwise altering the time for or the terms of payment of all or any part of the sums due under the ULA; (b) any express or implied modification, renewal, extension or acceleration of or to the terms under the ULA; (c) any exercise or non-exercise by Lender of any right or privilege under the ULA or this Guaranty; (d) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Guarantor, Borrower, or any affiliate of Borrower or Guarantor, or any action taken with respect to this Guaranty by any trustee or receiver or by any court in any such proceeding, whether or not Guarantor shall have had notice or knowledge of any of the foregoing; (e) any acceptance of partial performance of any of the obligations of Borrower or Guarantor under the ULA or this Guaranty; (f) any consent to the transfer of any collateral, if any, described in the ULA or any other Finance Document; (g) any bid or purchase at any sale of the collateral, if any, described in the ULA or any other Finance Document; (h) any acceptance of additional security or guarantees of any kind; or (i) any additional loan or extension of credit to or for the benefit of Borrower or Guarantor. Guarantor hereby agrees that Lender may from time to time without notice to or consent of Guarantor and upon such terms and conditions as Lender deems advisable take any of the above actions without affecting this Guaranty.

8.Waiver of Defenses. Guarantor hereby unconditionally and absolutely waives the following defenses to enforcement of this Guaranty: (a) any obligation on the part of Lender to protect, secure or insure any of the security given for the payment of the sums due under the ULA; (b) any defense arising by reason of the invalidity or unenforceability of the ULA; (c) notice of acceptance of this Guaranty by Lender; (d) notice of presentment, demands, demands for payment or performance, notice of non- performance, protests, notices of protest and notices of dishonor, notice of non-payment or partial payment and all other notices or formalities; (e) notice of any defaults under the ULA or in the performance of any of the covenants and agreements contained therein; (f) any right to require that Lender proceed against Borrower or exercise its rights under the ULA or exhaust its rights with respect to any security given in the Finance Documents prior to enforcing this Guaranty; (g) notice to Guarantor of the existence of or the extending to Borrower of the Loan; (h) any order, method or manner of application of any payments on the Loan, the ULA or the Obligations; (i) any defense arising by reason of the manner in which Lender has exercised its remedies; (j) any right of subrogation and any rights to enforce any remedy which Lender now has or may hereafter have against Borrower and any benefit of, and any right to participate in, any security now or hereafter held by Lender; (k) any defense of waiver, release, discharge in bankruptcy, statute of limitations, res judicata, statute of frauds, anti-deficiency statute, fraud, ultra vires acts, usury, illegality or unenforceability which may be available to Borrower in respect of the ULA; and (l) any setoff available against Lender to Borrower whether or not on account of a related transaction.

9.Insolvency of Borrower. The liability of Guarantor shall not be affected or impaired by any voluntary or involuntary dissolution, sale or other disposition of all or substantially all the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar event or proceeding affecting Borrower or any of its assets, or by any sale, encumbrance, transfer or other modification of the ownership of Borrower or Guarantor, or any change in the name, identity, business, structure, composition, financial condition or management of Borrower or Guarantor. Lender shall not be obligated to file any claim relating to the Obligations owing to it in the event that Borrower or Guarantor becomes subject to a bankruptcy or similar proceeding, and the failure of Lender to so file shall not affect the Guarantor’s obligations hereunder.

10.No Subrogation; Reinstatement; Subordination.

a.Until the earlier to occur of (i) the day all of the Obligations have been satisfied or

(ii) this Guarantee is terminated, Guarantor hereby expressly waives all rights of subrogation, contribution, indemnification or other similar legal or equitable rights which Guarantor may now or hereafter otherwise be entitled to assert against Borrower, whether arising by contract, by operation of law (including, without limitation, any such right arising under the U.S. Bankruptcy Code) or otherwise with respect to or by reason of any payment by Guarantor under this Guaranty or on account of the Loan in connection herewith.

b.Guarantor hereby agrees that this Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time payment of any amount due under this Guaranty or otherwise with respect to the Loan is rescinded or must otherwise be restored or returned by Lender upon the insolvency, bankruptcy or reorganization of Borrower, all as though such payment had not been made.

11.Release of Liability. Any one or more parties liable upon or in respect of this Guaranty or any other guaranty in support of the obligations under the ULA may be released without affecting the liability of any party not so released.

12.Transfer of the ULA. With respect to Lender’s rights hereunder, this Guaranty shall run with the ULA without the need for any further assignment by Lender of this Guaranty to any assignee of the ULA or the need for any notice by Lender to Guarantor thereof. Upon assignment of the ULA to any assignee, said assignee may enforce this Guaranty as if said assignee had been originally named as a Lender hereunder.

13.Governing Law. This Guaranty shall be governed by, and construed and enforced in accordance with, the laws of the State of Texas, excluding any conflicts of law rule or principle that might refer construction of provisions to the laws of another jurisdiction.

14.Jurisdiction and Venue. Guarantor hereby irrevocably submits to the exclusive jurisdiction of the United States federal courts located in Harris County, Texas (or, if jurisdiction is not available in the United States federal courts, to personal jurisdiction in any action brought in the state courts located in Harris County, Texas), and hereby irrevocably agrees that all claims in respect of any dispute, controversy or claim arising out of or relating to this Guaranty or any document delivered in connection herewith may be heard and determined in such courts. Guarantor hereby irrevocably waives, to the fullest extent permitted by applicable laws, any objection that it may now or hereafter have to the laying of venue of any such dispute, controversy or claim brought in any such court or any defense of inconvenient forum for the maintenance of such dispute, controversy or claim. Guarantor agrees that a judgment in any such dispute may be enforced in other jurisdictions, including but not limited to, the Province of British Columbia, Canada, by suit on the judgment or in any other manner provided by applicable law. Nothing contained herein shall prevent Lender from bringing any action or exercising any rights against any security given to Lender pursuant to the Finance Documents, or against Borrower personally, or against any property of Borrower, within any other state or commonwealth. Commencement of any such action or proceeding in any other state or commonwealth shall not constitute a waiver of the agreement as to the laws of the state or commonwealth which shall govern the rights and obligations of Guarantor and Lender hereunder.

15.Guarantor Not Released. No delay or omission of Lender to exercise any of its rights and remedies under this Guaranty or the ULA at any time shall constitute a waiver of the right of Lender to exercise such rights and remedies at a later time. The acceptance by Lender of payment of any sum payable hereunder after the due date of such payment shall not be a waiver of Lender’s right to either require prompt

payment when due of all other sums payable hereunder or to declare a default for failure to make prompt payment.

16.Captions. The captions to the Sections of this Guaranty are for convenience only and shall not be deemed part of the text of the respective Sections and shall not vary, by implication or otherwise, any of the provisions of this Guaranty.

17.Severability. The parties hereto intend and believe that each provision of this Guaranty comports with all applicable local, state, provincial and federal laws and judicial decisions. However, if any provision or any portion of any provision contained in this Guaranty is held by a court of law to be invalid, illegal, unlawful, void or unenforceable as written in any respect, then it is the intent of all parties hereto that such portion or provision shall be given force to the fullest possible extent that it is legal, valid and enforceable, that the remainder of the Guaranty shall be construed as if such illegal, invalid, unlawful, void or unenforceable portion or provision was not contained therein, and the rights, obligations and interests of any Guarantor and Lender under the remainder of this Guaranty shall continue in full force and effect.

18.Successors and Assigns. The provisions of this Guaranty shall be binding upon Guarantor and upon Guarantor’s heirs, administrators, representatives, executors, successors and assigns and shall inure to the benefit of Lender and its successors and assigns; provided that Guarantor may not assign its obligations hereunder without Lender’s prior written consent. As used herein the words “successors and assigns” shall also be deemed to include the heirs, representatives, administrators, and executors of any natural person who is a party to this Guaranty.

19.Remedies Cumulative. The remedies of Lender as provided in this Guaranty and the ULA and the warranties contained herein or therein shall be cumulative and concurrent, may be pursued singly, successively or together at the sole discretion of Lender, may be exercised as often as occasion for their exercise shall occur and in no event shall the failure to exercise any such right or remedy be construed as a waiver or release of such right or remedy. No remedy under this Guaranty or under the ULA conferred upon or reserved to Lender is intended to be exclusive of any other remedy provided in this Guaranty or in the ULA or provided by law, but each shall be cumulative and shall be in addition to every other remedy given under this Guaranty or the ULA or now or hereafter existing at law or in equity or by statute.

20.No Oral Modification. No waiver, amendment, release, or modification of this Guaranty shall be made orally or shall be established by conduct, custom or course of dealing but only by an instrument in writing duly executed by Lender and Guarantor.

21.Notices. All notices and other communications in respect of this Guaranty (including, without limitation, any modifications of, or requests, waivers or consents under, this Guaranty) shall be given in writing and shall be deemed effectively given (a) upon personal delivery to the other party,

(b) the next Business Day after deposit with a national overnight delivery service, postage prepaid, addressed as set forth below, as applicable, provided that the sending party receives confirmation of delivery from such delivery service or (c) three (3) Business Days after deposit with the United States Post Office, postage prepaid, addressed to Guarantor at enCore Energy Corp. 101 N. Shoreline Blvd., Suite 450, Corpus Christi, TX 78401, Attention: Paul Goranson; or to the Lender at Boss Energy Limited: Level 1, 420 Hay Street, Subiaco, WA 6008, Australia, Attention: Duncan Craib, or at such other address as such party may designate by three (3) days’ advance written notice to the other party.

22.WAIVER OF JURY TRIAL. LENDER BY ITS ACCEPTANCE HEREOF AND GUARANTOR HEREBY VOLUNTARILY, KNOWINGLY AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS GUARANTY, REGARDLESS OF WHETHER SUCH ACTION OR PROCEEDING

CONCERNS ANY CONTRACTUAL OR TORTIOUS OR OTHER CLAIM. GUARANTOR ACKNOWLEDGES THAT THIS WAIVER OF JURY TRIAL IS A MATERIAL INDUCEMENT TO LENDER IN EXTENDING CREDIT TO MAKER, THAT LENDER WOULD NOT HAVE EXTENDED SUCH CREDIT WITHOUT THIS JURY TRIAL WAIVER, AND THAT GUARANTOR HAS BEEN REPRESENTED BY AN ATTORNEY OR HAS HAD AN OPPORTUNITY TO CONSULT WITH AN ATTORNEY IN CONNECTION WITH THIS JURY TRIAL WAIVER AND UNDERSTANDS THE LEGAL EFFECT OF THIS WAIVER.

23.Effectiveness. This Guaranty and the ULA constitute the entire contract among the parties with respect to the subject matter hereof and supersede all previous agreements and understandings, oral or written, with respect thereto. Delivery of an executed counterpart of a signature page to this Guaranty by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Guaranty.

[The remainder of this page is intentionally left blank]

IN WITNESS WHEREOF, the undersigned has executed this Guaranty as of the day and year first above written.

GUARANTOR:

ENCORE ENERGY CORP.

By:      Name: W. Paul Goranson

Title: Chief Executive Officer

LENDER:

BOSS ENERGY LIMITED

By:

Name:      Title:

Document

Exhibit 10.6

AMENDMENT NO. 2 TO

URANIUM LOAN AGREEMENT

THIS AMENDMENT NO. 2 (the “Second Amendment”) to the Uranium Loan Agreement, by and between enCore Energy U.S. Corp, in its capacity as borrower (“Borrower”) and Boss Energy Limited, in its capacity as lender (“Lender”), dated December 5, 2023, as amended by the Amended to Uranium Loan Agreement between the Borrower and Lender dated January 31, 2024 (“ULA”), is made effective this 26 day of February, 2025. Borrower and Lender shall each individually be referred to herein as the “Party” or collectively as the “Parties”.

RECITALS

WHEREAS, Borrower and Lender entered into that certain ULA for the purposes of Lender providing the Loan Material, as such term is defined in the ULA, to Borrower on the terms defined therein;

WHEREAS, the Parties now desire to amend the ULA to extend the Term;

NOW THEREFORE, the Parties do hereby amend the ULA as follows:

1.Section 7.1 of the ULA shall be amended by deleting 7.1 in its entirety and replacing it with the following:

“(a) The Borrower must redeliver and repay (as applicable) the Outstandings on the Repayment Date in accordance with Item 7 of Schedule 1 by:

(i)in accordance with clause (c) below in respect of Loan Material Outstandings, delivering by way of Book Transfer to the Lender's account at the Converter an amount of Loan Material equal to the Loan Material Outstandings, with the related Book Transfer Confirmation to be delivered no later than the Repayment Date; and

(ii)paying an amount of cash equal to all other Outstandings to the Lender,

provided, however, that, subject to Item 7 in Schedule 1, the Lender may elect at its own discretion, or the Borrower may request in writing, within ten (10) Business Days before the Repayment Date and the Lender may elect to accept (in its sole discretion), satisfaction of the Loan Material Outstandings by payment of cash equal to the Loan Material Outstandings expressed in pounds multiplied by the Average Weekly Spot Price for the last two weeks ending on the Calculation Dates immediately preceding the Utilization Date.

(b)The Borrower must repay all of the Outstandings to the Lender no later than the Repayment Date, unless otherwise provided in this Agreement.

(c)Loan Material delivered in accordance with subclause (a)(i) above must have its origin in the United States, Canada or Australia.

Legal/90085118_2

Exhibit 10.6

2.Item 7 of Schedule 1 shall be amended by deleting the phrase “The earlier of 12 months from the Utilization Date and February 28, 2025 (or such later date the Repayment Date is extended to under clause 8)” and replacing it with the following:

“(a) On or before February 26, 2025, the Borrower must pay the Lender 118,000lbs at

$100.54/lb ($11,863,720) of the Outstandings in cash.

(b)On or before June 27, 2025, the Borrower must pay the Lender 100,000lbs at 100.54lb plus interest pursuant to Item 5, Schedule 1 ($10,353,967) of the Outstandings in accordance with clause 7.1.

(c)By no later than March 15, 2025, the Lender must notify the Borrower of its election to be paid back in Loan Material, in cash, or a combination thereof, for the Outstandings due on or before June 27, 2025.”

3.Except as expressly set forth in this Second Amendment, nothing herein shall, nor shall it be interpreted to, amend, modify or waive any provision of the ULA and, as amended by this Second Amendment, the ULA is hereby ratified and shall continue in full force and effect in accordance with its terms.

4.Clauses 16.1 through 16.13 of the ULA shall apply to this Second Amendment, mutatis mutandis.

[Signature Page Follows]

Legal/90085118_2

Exhibit 10.6

IN WITNESS WHEREOF, the undersigned has executed the Second Amendment as of the date shown above.

enCore Energy Corp.

By:

Name: Paul Goranson Title: CEO

Boss Energy Limited (ABN 38 116 834 336)

By:

Name: Duncan Craib

Title: Chief Executive Officer

Legal/90085118_2

Exhibit 10.6

APPENDIX I

Start End DaysUranium Qty (LMO) Uranium Price - AWSP Value of Uranium Annual Interest Rate (IR) # of DaysInterestTotal owingRepayment 26 Feb 2025 principal (100k lbs) Repayment 26 Feb 2025 interest (200k lbs) Repayment 27 June 2025 principal (100k lbs)Repayment 27 June 2025 interest (100k lbs)	26/02/2024    26/02/202526/02/2025    27/06/2025365    121100,000    100,000    100.54     100.54 10,054,000.00 10,054,000.009%    9%365    121    904,860     299,967    10,958,860     10,353,967    904,860 10,054,000.00    299,967	Total<br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br><br>$    10,054,000<br><br>$    1,809,720<br><br>$    10,054,000<br><br>$    299,967
	904,860	$    22,217,687
Repayment 26 February     11,863,720.00Repayment 27 June     10,353,967.00Total repayment     22,217,687.00

All values are in US Dollars.

Legal/90085118_2

Exhibit 10.6

Second Amendment to Uranium Loan Agreement - Boss Energy Limited enCore Energy U.S. Corp vFINAL

Final Audit Report    2025-02-21

"Second Amendment to Uranium Loan Agreement - Boss Energ y Limited enCore Energy U.S. Corp vFINAL" History

Document created by Shona Wilson (swilson@encoreuranium.com)

2025-02-21 - 1:06:25 PM GMT

Document emailed to Paul Goranson (pgoranson@encoreuranium.com) for signature

2025-02-21 - 1:06:30 PM GMT

Email viewed by Paul Goranson (pgoranson@encoreuranium.com)

2025-02-21 - 1:10:24 PM GMT

Document e-signed by Paul Goranson (pgoranson@encoreuranium.com)

Signature Date: 2025-02-21 - 1:10:50 PM GMT - Time Source: server

Agreement completed.

2025-02-21 - 1:10:50 PM GMT

Exhibit 10.6

Document

Exhibit 10.7

ENCORE ENERGY CORP.

– and –

AZARGA URANIUM CORP.

ARRANGEMENT AGREEMENT

September 7, 2021

Exhibit 10.7

TABLE OF CONTENTS

ARTICLE 1 INTERPRETATION1

1.1Definitions1

1.2Construction11

1.3Severability12

1.4Schedules12

ARTICLE 2 THE ARRANGEMENT    13

1.1Arrangement13

1.2Interim Order13

1.3Azarga Meeting14

1.4Azarga Circular15

1.5Securities Law Compliance16

1.6Final Order16

1.7Court Proceedings16

1.8Section 3(a)(10) Exemption17

1.9United States Tax Matters18

1.10Effective Date18

1.11Issue of enCore Shares18

1.12Options19

1.13Warrants19

1.14Withholding Taxes20

1.15Board Reconstitution20

1.16Management Reconstitution20

1.17Share Listing21

1.18Share Purchases21

1.19Loan21

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF AZARGA    21

1.1Representations and Warranties of Azarga21

1.2Survival of Representations and Warranties35

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF ENCORE35

1.1Representations and Warranties of enCore35

1.2Survival of Representations and Warranties49

ARTICLE 5 COVENANTS49

1.1Covenants of Azarga Regarding the Conduct of Business49

1.2Covenants of enCore Regarding the Conduct of Business51

1.3Covenants of enCore Relating to the Arrangement53

ARTICLE 6 CONDITIONS54

1.1Mutual Conditions Precedent54

1.2Conditions to Obligations of enCore55

1.3Conditions to Obligations of Azarga56

1.4Co-operation57

1.5Notice and Cure57

1.6Merger of Conditions58

ARTICLE 7 NON-SOLICITATION, RIGHT TO MATCH AND TERMINATION FEE    58

1.1Non-Solicitation58

1.2Superior Proposal and Right to Match60

1.3Termination Fee61

ARTICLE 8 INDEMNIFICATION AND INSURANCE62

Exhibit 10.7

1.1Indemnification of Directors and Officers62

1.2Insurance62

1.3Beneficiaries62

ARTICLE 9 AMENDMENT AND WAIVER62

1.1Amendment62

1.2Waiver63

ARTICLE 10 TERMINATION63

1.1Term    63

1.2Termination63

1.3Effect of Termination64

1.4Remedies65

ARTICLE 11 GENERAL65

1.1Access to Information and Confidentiality65

1.2Expenses65

1.3Notice65

1.4Public Announcement66

1.5Time of Essence67

1.6Enurement67

1.7Entire Agreement67

1.8Governing Law67

1.9Prohibition Against Assignment67

1.10Third Party Beneficiaries67

1.11Further Assurances68

1.12Counterpart Executions and Electronic Transmissions68

ARTICLE 1 INTERPRETATION1

1.1Definition    1

1.2Other Defined Terms3

1.3Headings3

1.4Interpretation3

1.5Currency3

1.6Calculation of Days3

1.7Governing Law3

1.8Statutory References4

1.9Time4

ARTICLE 2 ARRANGEMENT AGREEMENT4

1.1Arrangement4

ARTICLE 3 ARRANGEMENT4

1.1Steps4

ARTICLE 4 DISSENTING SHAREHOLDERS6

1.1Rights of Dissent6

1.2Recognition of Dissenting Shareholders7

ARTICLE 5 OUTSTANDING CERTIFICATES7

1.1Right to Certificates7

1.2Withholding and Sale Rights8

1.3No Fractional Shares8

1.4Distributions with Respect to Unsurrendered Certificates8

1.5Extinguishment of Rights9

1.6Adjustment to the Exchange Ratio9

1.7Lost Certificates9

Exhibit 10.7

ARTICLE 6 GENERAL9

1.1Right to Amendment9

1.2Amendments Before Meeting10

1.3Amendment After Meeting10

1.4Amendments of an Administrative Nature10

1.5Withdrawal10

ARTICLE 7 FURTHER ASSURANCES10

1.1Further Assurances    10

Exhibit 10.7

ARRANGEMENT AGREEMENT

THIS ARRANGEMENT AGREEMENT made as of the 7th day of September, 2021.

B E T W E E N:

Exhibit 10.7

AND:

ENCORE ENERGY CORP., a company existing under the laws of the Province of British Columbia

("enCore")

AZARGA URANIUM CORP., a company existing under the laws of the Province of British Columbia

("Azarga")

WITNESSES THAT WHEREAS:

A.enCore and Azarga have agreed to enter into a business combination pursuant to which enCore will acquire all of the Azarga Shares (as hereinafter defined) in exchange for enCore Shares (as hereinafter defined) to be completed under a plan of arrangement pursuant to Section 288 of the Business Corporation Act (British Columbia), subject to the terms and conditions of this Agreement;

B.Certain directors and senior officers of Azarga have entered into a lock-up and support agreement in favour of enCore pursuant to which such persons have agreed to vote any Azarga Shares over which they exercise control or direction in favour of the Arrangement Resolution (as hereinafter defined);

NOW THEREFORE in consideration of the mutual premises and the respective covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties agree as follows:

ARTICLE 1 INTERPRETATION

1.1Definitions

In this Agreement and in the recitals hereto, unless there is something in the subject matter or context inconsistent therewith, the following words and terms shall have the meanings hereinafter set out:

“Acquisition Proposal” means, other than the transactions contemplated by this Agreement, the Azarga Disclosure Letter, and other than any transactions involving only Azarga and/or one or more of its wholly-owned subsidiaries, any offer, proposal, expression of interest or inquiry from any Person or group of Persons acting jointly or in concert, whether or not in writing and whether or not delivered to the shareholders of Azarga, after the date hereof relating to: (a) any acquisition or sale, direct or indirect, through one or more transactions, of: (i) the assets of Azarga and/or one or more of its subsidiaries that, individually or in the aggregate, constitute 20% or more of the fair market value of the consolidated assets of Azarga and its subsidiaries, taken as a whole, or which contribute 20% or more of the consolidated revenue of Azarga and its subsidiaries, taken as a whole, or (ii) 20% or more of the issued and outstanding voting or equity securities or any securities exchangeable for or convertible into voting or equity securities of Azarga or any one or more of its subsidiaries that, individually or in the aggregate, contribute 20% or more of the consolidated revenues or constitute 20% or more of the fair market value consolidated assets of

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Azarga and its subsidiaries, taken as a whole; (b) any take-over bid, tender offer, exchange offer or other transaction that, if consummated, could result in such Person or group of Persons beneficially owning 20% or more of the issued and outstanding voting or equity securities of any class of voting or equity securities of Azarga; (c) any plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, joint venture, partnership, liquidation, dissolution or other similar transaction involving Azarga or any of its subsidiaries whose assets or revenues, individually or in the aggregate, constitute 20% or more of the consolidated assets or revenues, as applicable, of Azarga and its subsidiaries, taken as a whole; or

(d) any other similar transaction or series of transactions similar to those referred to in paragraphs

(a) through (c) above, involving Azarga or any of its subsidiaries. For the purposes of the definition of “Azarga Superior Proposal”, reference in this definition of Acquisition Proposal to “20%” shall be deemed to be replaced by “100%”;

“Act” means the Business Corporations Act (British Columbia) and the regulations made thereunder, as promulgated or amended from time to time;

“Applicable Securities Laws” means such of the Canadian Securities Laws and the U.S. Securities Laws as are applicable to a transaction or a person;

“Arrangement” means the arrangement of Azarga under section 288 of the Act, on the terms and subject to the conditions described in the Plan of Arrangement, subject to any amendments or variations made thereto in accordance with this Agreement, the applicable provisions of the Plan of Arrangement or made at the direction of the Court in the Final Order with the consent of enCore and Azarga, each acting reasonably;

“Arrangement Resolution” means the special resolution of the Azarga Shareholders approving the Plan of Arrangement to be considered by the Azarga Shareholders at the Azarga Meeting, substantially in the form set out in Schedule “B” to this Agreement;

“Azarga Board” means the board of directors of Azarga;

"Azarga Circular" means the notice of the Azarga Meeting and accompanying management information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such management information circular, to be sent to the Azarga Shareholders in connection with the Azarga Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement;

“Azarga Data Room Information” means all information and documents in the internet-based electronic data site established and hosted by or on behalf of Azarga and made available to enCore and its advisors, an index of which is listed in the Azarga Disclosure Letter;

“Azarga Disclosure Letter” means the disclosure letter dated the date hereof executed by Azarga and delivered to enCore;

“Azarga Eligible Persons” means collectively, Directors, Employees, Management Company Employees and Consultants (as such terms are defined in the Azarga Stock Option Plan) of Azarga;

“Azarga Material Contracts” means any contract, agreement, license, lease, arrangement or commitment to which Azarga or any Azarga Subsidiary is a party or otherwise bound that: (a) provides for obligations or entitlements of Azarga and or the Azarga Subsidiaries exceeding

$100,000 in any year; (b) whose termination could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Azarga; (c) expressly limiting or restricting the ability of Azarga or the Azarga Subsidiaries to compete in, solicit in respect of, or otherwise to conduct, their respective businesses or operations in any geographic area or during any period of time; (d) contains any right of first refusal or first offer or similar right or that limits in any material respect

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the ability of Azarga or the Azarga Subsidiaries to own, operate, sell, pledge or otherwise dispose of material assets, property or the business of Azarga and the Azarga Subsidiaries, taken as a whole;

(e) is a financial risk management contract, such as currency, commodity or interest related hedge contracts; (f) provides for the termination, acceleration of payment or other special rights upon the occurrence of a change in control of Azarga; (g) is a shareholder, joint venture or partnership agreement; or (h) is with an affiliate of Azarga or any other person with whom Azarga does not deal at arm’s length within the meaning of the Income Tax Act, other than a contract between Azarga and a wholly-owned subsidiary of Azarga or between two or more wholly-owned subsidiaries of Azarga;

“Azarga Locked-up Shareholders” means certain directors and senior officers of Azarga and any other person that signs an Azarga Support Agreement;

“Azarga Meeting” means the special meeting of the Azarga Shareholders, including any adjournment or adjournments thereof, to be held pursuant to the Interim Order for the purpose of considering and, if thought fit, approving the Arrangement Resolution;

"Azarga Optionholders" means the holders from time to time of Azarga Options;

“Azarga Options” means options to acquire Azarga Shares granted under the Azarga Stock Option Plan;

“Azarga Public Record” means, collectively all of the documentation which has been filed by or on behalf of Azarga under Azarga’s profile at www.sedar.com with the applicable securities commissions in the Azarga Reporting Provinces since December 31, 2019 pursuant to the requirements of applicable securities laws;

“Azarga Reporting Provinces” means, collectively, the provinces of British Columbia, Alberta and Ontario;

“Azarga Securityholders” means, collectively, the Azarga Shareholders, Azarga Optionholders and Azarga Warrantholders;

“Azarga Shares” means the common shares in the authorized share capital of Azarga; “Azarga Shareholder Approval” has the meaning ascribed thereto in Subsection 2.2(a)(ii); "Azarga Shareholders" means the holders from time to time of Azarga Shares;

“Azarga Stock Option Plan” means Azarga's stock option plan date July 5, 2018, which was most recently approved by the Azarga Shareholders on June 25, 2021;

“Azarga Subsidiaries” means, collectively, Powertech (USA) Inc. (South Dakota), URZ Energy Corp. (British Columbia), Ucolo Exploration Corp. (Utah), Azarga Resources Ltd. (BVI), Azarga Resources (Hong Kong) Limited (Hong Kong), Azarga Resources Canada Ltd. (British Columbia), and Azarga Resources USA Company (Colorado);

“Azarga Superior Proposal” means any unsolicited bona fide written Acquisition Proposal from a Person or Persons, that is not obtained in violation of this Agreement, to acquire 100% of the outstanding Azarga Shares (other than Azarga Shares beneficially owned by the Person or Persons making such Acquisition Proposal) or all or substantially all of the assets of Azarga and its Subsidiaries on a consolidated basis made after the date of this Agreement: (i) that is reasonably capable of being completed without undue delay, taking into account all financial, legal, regulatory and other aspects of such Acquisition Proposal and the Person or Persons making such Acquisition Proposal; (ii) that is not subject to any financing condition and in respect of which it has been demonstrated to the satisfaction of the board of directors of Azarga that adequate arrangements

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have been made in respect of any financing required to complete such Acquisition Proposal; (iii) that is not subject to any due diligence condition; and (iv) in respect of which, the board of directors of Azarga determines, in its good faith judgment, after receiving the advice of its financial and legal advisors and after taking into account all the terms and conditions of such Acquisition Proposal and all factors and matters considered appropriate in good faith by the board of directors of Azarga, that it would, if consummated in accordance with its terms (but not assuming away any risk of non-completion), result in a transaction which is more favourable, from a financial point of view, to Azarga shareholders, than the Arrangement (including any amendments to the terms and conditions of the Arrangement proposed by enCore pursuant to Subsection 7.2(b).

“Azarga Support Agreements” means the voting support agreements dated as of the date hereof in the form provided to Azarga and duly executed by enCore and each of the Azarga Locked-up Shareholders;

“Azarga Warrantholders” means the holders from time to time of Azarga Warrants; “Azarga Warrants” means warrants to acquire Azarga Shares;

“Board” means in respect of any Party, its board of directors;

“Business Day” means a day which is not a Saturday, Sunday or a civic or statutory holiday in the Province of British Columbia on which banks are open for business in the City of Vancouver;

“Canadian Securities Laws” means: (a) the Securities Act (British Columbia) or the equivalent legislation in each Province and Territory of Canada; (b) the rules, regulations, instruments and policies adopted by the securities regulatory authority of any Province or Territory of Canada, as amended from time to time; and (c) the TSX Company Manual and the policies of the TSXV, each as amended from time to time;

“Change in Recommendation” means the circumstances where, prior to Azarga having obtained the Azarga Shareholder Approval, the Board of Azarga (a) fails to unanimously recommend or withdraws, amends, modifies, qualifies, or changes in a manner adverse to enCore, or publicly proposes to or publicly state that it intends to withdraw, amend, modify, qualify or change in a manner adverse to enCore, its approval or recommendation of the Arrangement; (b) fails to approve or recommend or reaffirm its approval or recommendation of the Arrangement within five

(5) Business Days (and in any case prior to the Azarga Meeting) after having been requested in writing by enCore to do so; or (c) in the event of a publicly announced Acquisition Proposal, fails to approve or recommend or reaffirm its approval or recommendation of the Arrangement within five (5) Business Days after any such announcement of an Acquisition Proposal (it being understood that the taking of a neutral position or no position with respect to an Acquisition Proposal beyond a period of five (5) Business Days after any such announcement of an Acquisition Proposal (or beyond the date which is one day prior to the Azarga Meeting, if sooner) shall be considered an adverse modification);

“Confidentiality Agreement” means the confidentiality agreement between enCore and Azarga dated January 26, 2021;

“Consideration Securities” means, collectively, the Consideration Shares and the Replacement Options;

“Consideration Shares” means the enCore Shares to be issued in exchange for Azarga Shares pursuant to the Arrangement;

“Contaminant” means any pollutants, dangerous substances, liquid wastes, hazardous wastes, hazardous materials, hazardous substances or contaminants or any other matter including any of the foregoing, as defined or described as such pursuant to any Environmental Law;

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“Court” means the Supreme Court of British Columbia;

“Crownpoint and Hosta Butte Uranium Project” means enCore’s uranium project located in the Grants Uranium District of McKinley County, New Mexico, USA, where enCore owns a 100% mineral interest in the region comprised of the approximately 113,000 acre McKinley Properties and adjacent 3,020-acre Crownpoint and Hosta Butte resource area;

“Crownpoint and Hosta Butte Uranium Technical Report” means the technical report, titled, “Crownpoint and Hosta Butte Uranium Project Mineral Resource Technical Report, McKinley County, New Mexico, USA, Mineral Resource Technical Report – National Instrument 43-101,” dated May 14, 2012, and authored by Douglas L. Beahm, Peng;

“Depositary” means any trust company, bank or financial institution agreed to in writing between enCore and Azarga for the purpose of, among other things, exchanging certificates representing Azarga Shares for certificates representing Consideration Shares in connection with the Arrangement;

“Depositary Agreement” means a depositary agreement to be dated on or prior to the Effective Date between enCore, Azarga, and the Depositary, pursuant to which the Depositary agrees to act in the capacity of the Depositary for the purposes of the Plan of Arrangement, and to undertake the actions of the Depositary provided for therein;

“Dewey Burdock Project” means Azarga’s Dewey-Burdock ISR Project (Project) located in Custer and Fall River Counties in South Dakota, USA, as more particularly described in the Dewey Technical Report;

“Dewey Technical Report” means the NI 43-101 compliant technical report entitled “NI 43-101 Technical Report, Preliminary Economic Assessment, Dewey-Burdock Uranium ISR Project, South Dakota, USA” dated January 17, 2020 with an effective date of December 3, 2019 prepared by Douglass H. Graves, P.E. and Steve Cutler, P.G.;

“Dissent Rights” means the rights of dissent exercisable by the Azarga Shareholders in respect of the Arrangement described in the Plan of Arrangement;

“enCore Board” means the board of directors of enCore;

“enCore Data Room Information” means all information and documents in the internet-based electronic data site established and hosted by or on behalf of enCore and made available to Azarga and its advisors, an index of which is listed in the enCore Disclosure Letter;

“enCore Disclosure Letter” means the disclosure letter dated the date hereof executed by enCore and delivered to Azarga;

“enCore Material Contracts” means any contract, agreement, license, lease, arrangement or commitment to which enCore or any enCore Subsidiary is a party or otherwise bound that: (a) provides for obligations or entitlements of enCore and or the enCore Subsidiaries exceeding

$100,000 in any year; (b) whose termination could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on enCore; (c) expressly limiting or restricting the ability of enCore or the enCore Subsidiaries to compete in, solicit in respect of, or otherwise to conduct, their respective businesses or operations in any geographic area or during any period of time; (d) contains any right of first refusal or first offer or similar right or that limits in any material respect the ability of enCore or the enCore Subsidiaries to own, operate, sell, pledge or otherwise dispose of material assets, property or the business of enCore and the enCore Subsidiaries, taken as a whole;

(e) is a financial risk management contract, such as currency, commodity or interest related hedge contracts; (f) provides for the termination, acceleration of payment or other special rights upon the occurrence of a change in control of enCore; (g) is a shareholder, joint venture or partnership

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agreement; or (h) is with an affiliate of enCore or any other person with whom enCore does not deal at arm’s length within the meaning of the Income Tax Act, other than a contract between enCore and a wholly-owned subsidiary of enCore or between two or more wholly-owned subsidiaries of enCore;

“enCore Options” means options granted to acquire enCore Shares;

“enCore Post-Consolidated Shares” means the enCore Shares after giving effect to the enCore Share Consolidation;

“enCore Preferred Shares” means the preferred shares in the authorized share capital of enCore;

“enCore Public Record” means collectively all of the documentation which has been filed by or on behalf of enCore under enCore’s profile at www.sedar.com with the applicable securities commissions in the enCore Reporting Provinces since December 31, 2019 pursuant to the requirements of applicable securities laws;

“enCore Reporting Provinces” means, collectively, the provinces of British Columbia, Alberta and Ontario;

“enCore Share Consolidation” means the consolidation of the enCore Shares on the basis of up to five pre-consolidation shares for every one post-consolidation share;

“enCore Shares” means the common shares in the authorized share capital of enCore; “enCore Shareholders” means the holders from time to time of enCore Shares;

“enCore Stock Option Plan” means the enCore stock option plan, as amended from time to time;

“enCore Subsidiaries” means, collectively, enCore Energy US Corp. (Nevada), Belt Line Resources, Inc. (Texas), HRI-Churckrock, Inc. (Delaware), Hydro Restoration Corporation (Delaware), Metamin Enterprises US Inc. (Nevada), Neutron Energy, Inc. (Nevada), Tigris Uranium US Corp. (Nevada), Uranco, Inc. (Delaware), Uranium Resources, Inc. (Delaware), URI Inc. (Delaware), Cibola Resources, LLC (Delaware), Group 11 Technologies Inc. (Delaware), and Group 11 Technologies Canada Inc. (British Columbia);

“Effective Date” has the meaning ascribed thereto in Section 2.10;

“Effective Time” means the time on the Effective Date when the Arrangement will be deemed to be completed as may be agreed to by the Parties and as denoted on the filings with the Registrar, to the extent that such filings are required;

“Employee Plan” means any:

(a)pension, retirement, deferred compensation, registered retirement savings plan, savings, profit-sharing, stock option, stock purchase, bonus, incentive, vacation pay, severance pay, supplemental unemployment benefit, employee assistance, death benefit or other employee or post-retirement benefit plan, trust, arrangement, contract, agreement, policy or commitment (including any arrangement to provide pension benefits in excess of the maximum amounts which are allowed under the Income Tax Act to be provided through a registered pension plan) from which current or former employees or consultants of a Party or any of its Subsidiaries (or their affiliates), in Canada or any other country, benefit or have the potential to benefit; or

(b)group or individual insurance policy or coverage (including self-insured coverage) for accident and sickness or life insurance (including any individual insurance policy

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under which any employee or former employee of a Party or any of its Subsidiaries is the named insured and as to which a Party or any of its Subsidiaries makes premium payments, whether or not the Party or any of its Subsidiaries is the owner, beneficiary or both of that policy), or other insured or covered expense reimbursement coverage, from which current or former employees or consultants of a Party or any of its Subsidiaries (or their affiliates), in Canada or any other country, benefit or have the potential to benefit,

which is intended to provide or does provide benefits to any or all current or former employees or consultants of a Party or any of its Subsidiaries (or their affiliates), and to which a Party or any of its Subsidiaries is a party or by which a Party or any of its Subsidiaries (or any of the rights, properties or assets of a Party or any of its Subsidiaries) is bound, or with respect to which a Party or any of its Subsidiaries has any liability or potential liability, whether or not any of the foregoing is funded or unfunded, written or oral, formal or informal, and whether or not a Party or any of its Subsidiaries still maintains such plan, trust, arrangement, contract, agreement, policy or commitment;

“Encumbrance” means any hypothecs, mortgages, pledges, assignments, liens, charges, security interests, adverse rights or claims, other third-party interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing;

“Environment” includes the air (including all layers of the atmosphere), land (including soil, sediment deposited on land, fill, and lands submerged under water), and water (including oceans, lakes, rivers, streams, groundwater, and surface water);

“Environmental Activity” means any past or present activity, event or circumstance in respect of a Contaminant, including, without limitation, the storage, use, holding, collection, purchase, accumulation, assessment, generation, manufacture, construction, processing, treatment, stabilization, disposition, handling or transportation thereof, or the release, escape, leaching, dispersal or migration thereof into the natural environment, including the movement through or in the air, soil, surface water or groundwater;

“Environmental Laws” means any and all applicable federal, provincial, municipal or local laws, statutes, regulations, treaties, orders, judgments, decrees, ordinances, official directives and all authorizations relating to the environment, occupational health and safety, or any Environmental Activity;

“Environmental Permits” means all permits or program participation requirements with or from any Governmental Authority under any Environmental Laws;

“Final Order” means the final order of the Court under Section 291 of the Act, in a form acceptable to both Azarga and enCore, each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of both Azarga and enCore, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended on appeal (provided that such that any such amendment is acceptable to both Azarga and enCore, each acting reasonably);

“Gas Hills Technical Report” means technical report titled “NI 43-101 Technical Report, Preliminary Economic Assessment, Gas Hills Uranium Project, Fremont and Natrona Counties, Wyoming, USA” with an effective date of June 28, 2021;

“Gas Hills Uranium Project” means Azarga’s Gas Hills uranium project located in Fremont and Natrona Counties, Wyoming, USA, as more particularly described in the Gas Hills Technical Report;

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“Governmental Authority” means any (a) multinational, federal, provincial, state, county, regional, municipal, local or other government, governmental or public department or ministry, central bank, court, tribunal, arbitral body, commission, commissioner, stock exchange, board, official, minister, bureau or agency, whether domestic or foreign; (b) subdivision, agent or representative of any of the foregoing; or (c) quasi-governmental or private body exercising any administrative, regulatory, expropriation or taxing authority under or for the account of any of the foregoing;

“Hazardous Substances” means, collectively, any contaminant, toxic substance, dangerous goods, or pollutant or any other substance that when Released to the natural environment is likely to cause, at some immediate or future time, material harm or degradation to the natural environment or material risk to human health, including (a) any petroleum substances, radioactive materials, asbestos, urea formaldehyde foam insulation, transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls, and radon gas; (b) any chemicals, materials or substances defined under Environmental Laws as or included in the definition of “hazardous substances”, “hazardous wastes”, “hazardous materials”, “restricted hazardous materials”, “extremely hazardous substances”, “toxic substances”, “contaminants” or “pollutants” or words of similar meaning and regulatory effect; or (c) any other chemical, material or substance, exposure to which is prohibited, limited, or regulated by any Environmental Law;

“IFRS” means the International Financial Reporting Standards as issued by the International Accounting Standards Board, applied on a consistent basis;

“Income Tax Act” means the Income Tax Act (Canada) and the regulations made thereunder, as amended;

“Interim Order” means the interim order of the Court to be issued following the application therefor contemplated by Section 2.2, in a form acceptable to both Azarga and enCore, each acting reasonably, and containing declarations and directions with respect to the Arrangement and providing for, among other things, the calling and holding of the Azarga Meeting, as such order may be amended, modified, supplemented or varied by the Court (provided that any such amendment, modification, supplement or variation is acceptable to both Azarga and enCore, each acting reasonably);

“Key Third Party Consents” means those consents and approvals required from any third party to proceed with the transactions contemplated by this Agreement and the Plan of Arrangement, as set out in the Azarga Disclosure Letter and the enCore Disclosure Letter, as applicable;

“Law” or “Laws” means all:

(a)laws, statutes, codes, ordinances, decrees, rules, regulations, by-laws, statutory rules, principles of law, published policies or guidelines;

(b)judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, orders, decisions, rulings, decrees or awards, including general principles of common and civil law; and

(c)terms and conditions of any grant of approval, permission, authority or licence of any Governmental Authority,

domestic or foreign, and the term "Applicable" with respect to such Laws and in a context that refers to one or more persons, means that such Laws apply to such person or persons or its or their business, undertaking, property, assets or securities and emanate from a Governmental Authority having jurisdiction over the person or persons or its or their business, undertaking, property, assets or securities;

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“Marquez-Juan Tafoya Uranium Project” means enCore’s advanced-stage exploration property located within the Grants Uranium Mineral District of northwest New Mexico, approximately 50 miles west-northwest of Albuquerque, New Mexico, consisting of two adjacent properties: Marquez and Juan Tafoya;

“Marquez-Juan Technical Report” means the technical report entitled “MARQUEZ-JUAN TAFOYA URANIUM PROJECT 43-101 Technical Report Preliminary Economic Assessment” dated and with an effective date of June 9, 2021, prepared by Douglas L. Beahm, P.E., P.G., BRS Inc. and Terence P. McNulty, PE, PHD, McNulty and Associates;

“Material Adverse Change” means, in respect of any Party, any one or more changes, events or occurrences, and “Material Adverse Effect” means, in respect of any Party, any one or more changes, effects, events or occurrences, which, in either case, either individually or in the aggregate, is or would reasonably be expected to be material and adverse to the business, operations, results of operations, assets, properties or financial condition of that Party and its Subsidiaries, on a consolidated basis, except any change, effect, event or occurrence resulting from or relating to:

(a) the public announcement of the execution of this Agreement or the transactions contemplated hereby or the performance of any obligation hereunder or, in the case of Azarga, communication by enCore of its plans or intentions with respect to Azarga and/or any of its Subsidiaries; (b) any change in Applicable Laws or in the interpretation thereof by any Governmental Authority (other than orders, judgments or decrees against the Party and its Subsidiaries) or in IFRS; (c) any natural or man-made disaster; (d) conditions affecting the mining industry generally or the price of uranium or other relevant metals; (e) general economic, financial, currency exchange, securities or commodity market conditions; (f) any act of terrorism or outbreak or escalation of hostilities or armed conflict; (g) any epidemic, pandemic, disease, outbreak of illness (including COVID-19), including the worsening thereof, other health crisis or public health event; (h) any action taken (or omitted to be taken) by such Party: (i) pursuant to applicable Law or (ii) at the written request of the other Party, or with the prior written consent of the other Party to the extent such action directly causes or results in the change, effect, event or occurrence; or (i) any change in the market price of the Azarga Shares or the enCore Shares, as applicable, (it being understood, without limiting the applicability of paragraphs (a) to (i), that the cause or causes of any such change in the market price of the Azarga Shares or enCore Shares may constitute, in and of itself, a Material Adverse Change or Material Adverse Effect and may be taken into account in determining whether a Material Adverse Change or Material Adverse Effect has occurred), provided further that any change, effect, event or occurrence referred to in paragraphs (b) to (h) does not relate primarily only to (or have the effect of relating primarily only to) such Party or have a materially disproportionate effect on such Party and its Subsidiaries (on a consolidated basis) relative to comparable mining companies; and references in this Agreement to dollar amounts are not intended to be and shall not be deemed to be illustrative or interpretative for purposes of determining whether a "Material Adverse Effect" or a "Material Adverse Change" has occurred;

“material fact” has the meaning attributed to such phrase in the Securities Act (British Columbia);

“MI 61-101” means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions;

“Mineral Rights” means all rights, whether contractual or otherwise, for the exploration for, or exploitation or extraction of, mineral resources and reserves, including any claims, concessions, exploration licenses, exploitation licenses, prospecting permits, mining leases and mining rights, together with surface rights, water rights, royalty interests, fee interests, joint venture interest and other leases, rights of way and enurements related to any such rights;

“NI 43-101” means National Instrument 43-101 - Standards of Disclosure for Mineral Projects;

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“Parties” means Azarga and enCore, and any other person who becomes a party to this Agreement, and “Party” means any of them;

“person” is to be construed generally and includes any natural person, partnership, limited partnership, limited liability partnership, estate, body corporate, limited liability company, unlimited liability company, joint stock company, trust, estate, unincorporated association, joint venture or other entity or Governmental Authority, and pronouns have a similarly extended meaning;

“Outside Date” means November 30, 2021;

“Plan of Arrangement” means the plan of arrangement substantially in the form and content annexed as Schedule “A” to this Agreement as from time to time amended, supplemented or restated in accordance with this Agreement, the Plan of Arrangement or at the direction of the Court in the Final Order with the consent of the Parties, each acting reasonably;

“Registrar” means the “registrar” as defined in the Act;

“Release” means any release, spill, leak, discharge, abandonment, disposal, pumping, pouring, emitting, emptying, injecting, leaching, dumping, depositing, dispersing, passive migration, or allowing to escape or migrate into or through the environment (including ambient air, surface water, ground water, land surface and subsurface strata or within any building, structure, facility or fixture) of any Hazardous Substance, including the abandonment or discarding of Hazardous Substances in barrels, drums, tanks or other containers, regardless of when discovered;

“Replacement Options” means options to acquire enCore Shares that will be granted by enCore to holders of Azarga Options pursuant to the Arrangement;

“Representatives” means, collectively, the directors, officers, employees, counsel, accountants, financial advisors, consultants, agents and other authorized representatives of a Party or its Subsidiaries;

“Rosita Project” means the uranium processing plant and associated well fields located in Duval County, Texas, about 14 miles southeast of the town of Freer and 60 miles west-northwest of the city of Corpus Christi on a 200-acre tract of land owned by enCore;

“Securities Authorities” means the applicable securities commissions and other securities regulatory authorities in each of the provinces and territories of Canada;

“Subsidiary” means, with respect to a specified body corporate, any body corporate, partnership, limited partnership, trust or other entity controlled, directly or indirectly, by such body corporate and, for the purpose of this definition, "control" means the direct or indirect possession of the power to direct or cause the direction of the management and policies of another, whether through the ownership of voting securities, by contract or otherwise;

“Superior Proposal Notice” has the meaning given to such term in Subsection 7.2(a)(iii);

“Tax Returns” means all returns, declarations, reports, information returns and statements required to be filed with any taxing authority relating to Taxes, including any attached schedules, claim for refund, amended return or declarations of estimated Tax;

“Taxes” means all taxes, fees, imports, assessments or charges of any kind whatsoever and however denominated, including any interest, penalties or other additions that may become payable in respect thereof, imposed by any Governmental Authority, which Taxes include all income taxes (including any tax on or based upon net income, gross income, income that is specifically defined, earnings, profits or selected items of income), capital taxes, gross receipts taxes, environmental taxes, sales taxes, use taxes, ad valorem taxes, value added taxes, transfer taxes, franchise taxes,

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license taxes, withholding taxes, payroll taxes, employment taxes, Canada Pension Plan premiums, excise, social security premiums, workers' compensation premiums, unemployment insurance or compensation premiums, stamp taxes, occupation taxes, premium taxes, property taxes, windfall profits taxes, alternative or add-on minimum taxes, goods and services tax, customs duties, pension or health plan assessments, mining taxes, mining or mineral royalties, governmental charges and other obligations of the same or of a similar nature to any of the foregoing, which a Party or any of its Subsidiaries is required to pay, withhold or collect;

“Termination Fee” means $4,000,000; “TSX” means the Toronto Stock Exchange; “TSXV” means the TSX Venture Exchange;

“United States” or “U.S.” means the United States of America, its territories and possessions, any State of the United States and the District of Columbia;

“U.S. Person” has the meaning ascribed thereto in Regulation S under the U.S. Securities Act; “U.S. Securities Act” means the United States Securities Act of 1933, as amended;

“U.S. Securities Exchange Act” means the United States Securities Exchange Act of 1934, as amended; and

“U.S. Securities Laws” means the U.S. Securities Act, the U.S. Securities Exchange Act and any applicable state securities laws.

1.2Construction

In this Agreement, unless otherwise expressly stated or the context or the subject matter otherwise requires:

(a)the division of this Agreement into Articles, Sections and Subsections, the provision of a table of contents and the insertion of headings are for convenience of reference only and do not affect the construction or interpretation hereof;

(b)the words "this Agreement", "hereof", "herein", "hereto", "hereunder" and similar expressions refer to this Agreement as a whole and not to any particular Article, Section, Subsection or other part hereof and references to an "Article", "Section", "Subsection" or "Schedule" followed by a number and/or letter refers to the specified Article, Section or Subsection of, or Schedule to, this Agreement;

(c)words importing the singular include the plural and vice versa, words importing any gender include all genders and words importing persons include individuals, corporations, general and limited partnerships, trusts, unincorporated associations or organizations, Governmental Authorities and other legal entities;

(d)references to "include", "includes", "including" or "in particular" will be deemed to be followed by the words "without limitation";

(e)a reference to "approval", "authorization" or "consent" in this Agreement means written approval, authorization or consent;

(f)reference to any statute is to that statute as now enacted or as the statute may from time to time be amended, re-enacted, supplemented or replaced and includes any regulation, rule or other subordinate legislation made thereunder, as such regulation, rule or subordinate legislation may from time to time be amended, supplemented or replaced;

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(g)if any date on which any action is required or permitted to be taken under this Agreement is not a Business Day, such action will be required or permitted to be taken on the next succeeding Business Day;

(h)unless otherwise indicated, all references in this Agreement to sums of money are expressed and will be payable in lawful money of Canada;

(i)all accounting terms used in this Agreement have the meanings attributable to them under IFRS and all determinations of an accounting nature required to be made will be made in a manner consistent with IFRS;

(j)references to "the knowledge of Azarga" means the actual knowledge of Azarga’s President and Chief Executive Officer, Chief Financial Officer and Chief Operating Officer, in each case after reasonable inquiry within Azarga and its subsidiaries and references to "the knowledge of enCore" means the actual knowledge of enCore’s Chief Executive Officer, Chief Financial Officer and Chief Operating Officer, in each case after reasonable inquiry within enCore and its subsidiaries;

(k)reference to the "ordinary course of business", or any variation thereof, of any person refers to the business of such person, carried on in the regular and ordinary course, including commercially reasonably and business-like actions that are in the regular and ordinary course of business for a company operating in the industry in which such business is conducted; and

(l)where a word, term or phrase is defined in this Agreement, its derivatives or other grammatical forms have a corresponding meaning.

1.3Severability

If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, then:

(a)that provision will (to the extent of the invalidity, illegality or unenforceability) be deemed severed from this Agreement and will be given no effect;

(b)the validity, legality or enforceability of the remaining provisions of this Agreement will not in any way be affected or impaired by the severance of the invalid, illegal or unenforceable provisions thereof; and

(c)the Parties will use all reasonable commercial efforts to replace each invalid, illegal or unenforceable provision with a valid, legal and enforceable substitute provision, the effect of which is as close as possible to the intended effect of the invalid, illegal or unenforceable provision.

1.4Schedules

The following schedules are attached to this Agreement and will be deemed to be incorporated in and form a part hereof:

Schedule    Title

Schedule “A”    Plan of Arrangement

Schedule “B”    Arrangement Resolution

Schedule “C”    Form of Loan Agreement

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1.1Arrangement

ARTICLE 2

THE ARRANGEMENT

Azarga and enCore agree that the Arrangement shall be implemented in accordance with and subject to the terms and conditions contained in this Agreement and the Plan of Arrangement. Notwithstanding the foregoing, Azarga and enCore agree to act reasonably to amend the terms of the Arrangement if required to accommodate tax advice at any time prior to the application to the court seeking the Interim Order.

1.2Interim Order

(a)As soon as reasonably practicable following the execution of this Agreement and in any event no later than the date that is four weeks after the date of this Agreement, unless otherwise mutually agreed by the Parties, Azarga shall apply to the Court in a manner acceptable to enCore, acting reasonably, pursuant to section 291 of the Act and, with the assistance of enCore, prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things:

(i)for the class of persons to whom notice is to be provided in respect of the Arrangement and the Azarga Meeting and for the manner in which such notice is to be provided;

(ii)for the confirming of the record date for the determining those Azarga Shareholders entitled to notice of and to vote at the Azarga Meeting, and that such record date will not change in respect of any adjournment(s) or postponement(s) of the Azarga Meeting;

(iii)that the requisite approval for the Arrangement Resolution shall be 66 2/3% of the votes cast on the Arrangement Resolution by the Azarga Shareholders present in person or by proxy at the Azarga Meeting and, if required, by MI 61-101, minority approval in accordance with MI 61-101 and, if and to the extent required by the Court, such other approval of Azarga Securityholders as may be required (the "Azarga Shareholder Approval");

(iv)that, in all other respects, the terms, conditions and restrictions of the articles and notice of articles of Azarga, including the quorum requirement and other matters, shall apply in respect of the Azarga Meeting;

(v)for the grant of Dissent Rights to those Azarga Shareholders who are registered Azarga Shareholders as contemplated in the Plan of Arrangement;

(vi)for the notice requirements with respect to the presentation of the application to the Court for the Final Order;

(vii)that the Azarga Meeting may be adjourned or postponed from time to time by Azarga subject to the terms of this Agreement or as otherwise agreed by the Parties without the need for additional approval of the Court;

(viii)that the Parties intend to rely upon Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the Consideration Shares to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement;

(ix)that each Azarga Shareholder and any other affected person shall have the right to appear before the Court at the hearing of the Court to approve the

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application for the Final Order so long as they enter a response by the time stipulated in the Interim Order; and

(x)for such other matters as Azarga or enCore may reasonably require, subject to obtaining the prior consent of the other, such consent not to be unreasonably withheld, conditioned or delayed.

1.3Azarga Meeting

(a)Subject to the terms of this Agreement, Azarga agrees to convene and conduct the Azarga Meeting in accordance with the Interim Order, Azarga's notice of articles, articles and Applicable Law as soon as reasonably practicable and in any event on or before the date that is forty (40) days following the date the Interim Order is issued.

(b)Subject to the terms of this Agreement, except as required for quorum purposes or otherwise permitted under this Agreement, Azarga shall not adjourn (except as required by Law or by valid Azarga Shareholder action), postpone or cancel (or propose or permit the adjournment, postponement or cancellation of) the Azarga Meeting without enCore's prior written consent.

(c)Subject to the terms of this Agreement, and the compliance by the directors and officers of Azarga with their fiduciary duties, Azarga will use its commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution, including, if so requested by, and at the expense of, enCore, using recognized proxy solicitation services.

(d)Azarga will advise enCore, as enCore may reasonably request, and if requested by enCore, on a daily basis on each of the last ten (10) Business Days prior to the date of the Azarga Meeting, as to the aggregate tally of the proxies received by Azarga in respect of the Arrangement Resolution.

(e)Azarga will promptly advise enCore of any written notice of dissent or purported exercise by any Azarga Shareholder of Dissent Rights received by Azarga in relation to the Arrangement and any withdrawal of Dissent Rights received by Azarga and, subject to Applicable Law, any written communications sent by or on behalf of Azarga to any Azarga Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement. Azarga shall not settle any claims with respect to Dissent Rights without first consulting with enCore.

(f)Promptly upon the request of enCore and the receipt by Azarga from enCore of all necessary documents required to be executed by it, Azarga will use commercially reasonable efforts to prepare or cause to be prepared and provide to enCore lists of the holders of all classes and series of securities of Azarga, including lists of the Azarga Shareholders and the holders of Azarga Options and Azarga Warrants, as well as a security position listing from each depositary of its securities, including The Canadian Depositary for Securities Limited and The Depository Trust Company, as applicable and will obtain and deliver to enCore thereafter on demand supplemental lists setting out any changes thereto, all such deliveries to be in printed form and, if available, in computer-readable format.

(g)Azarga shall provide notice to enCore of the Azarga Meeting and allow enCore's Representatives to attend the Azarga Meeting, unless such attendance is prohibited by the Interim Order.

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(h)Subject to Applicable Laws, Azarga shall promptly advise enCore of any material oral communications, and shall furnish promptly to enCore a copy of each material notice, report, schedule or other document or communication delivered, filed or received by Azarga from the TSX, any of the Securities Authorities or any other Governmental Authority in connection with, or in any way affecting, the Azarga Meeting, the Arrangement or the other transactions contemplated herein.

1.4Azarga Circular

(a)As promptly as reasonably practicable following execution of this Agreement, Azarga shall prepare the Azarga Circular, together with any other documents required by Applicable Laws, in compliance in all material respects with Applicable Laws, and file on a timely basis the Azarga Circular with respect to the Azarga Meeting in all jurisdictions where the same is required to be filed and mail the same as required in accordance with all Applicable Laws and the Interim Order.

(b)Azarga will include such information in the Azarga Circular as is necessary to describe the Parties’ intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act to issue and exchange Consideration Shares for Azarga Shares pursuant to the Arrangement. Subject to the terms of this Agreement, the Parties will include in the Azarga Circular the unanimous recommendation of the Azarga Board that Azarga Shareholders vote in favour of the Arrangement Resolution and a statement that each director and senior officer of Azarga intends to vote all of his or her Azarga Shares (including any Azarga Shares issued upon the exercise of any Azarga Options or Azarga Warrants) in favour of the Arrangement Resolution, subject to the other terms of this Agreement and the Azarga Support Agreements.

(c)In the context of preparing the Azarga Circular, enCore shall provide to Azarga, on a timely basis, all information regarding enCore and the enCore securities, including any financial statements prepared in accordance with Applicable Laws as required by the Interim Order or Applicable Laws (including, as required by item 14.2 of Form 51-102F5) for inclusion in the Azarga Circular or in any amendments or supplements to the Azarga Circular and shall ensure that (i) no such information will include any untrue statement of a material fact or omit to state a material fact required to be stated in the Azarga Circular in order to make any information so furnished or any information concerning enCore not misleading in light of the circumstances in which it is disclosed and (ii) such information contains full, true and plain disclosure of all material facts concerning enCore and its securities. enCore shall also use commercially reasonable efforts to obtain any necessary consents from Qualified Persons and its auditors to the use of any financial or technical information required to be included in the Azarga Circular.

(d)With respect to the information provided pursuant to Section 2.4(c), enCore shall indemnify and save harmless Azarga, Azarga Subsidiaries and any and all of their respective directors, officers, employees, auditors, accountants or representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which Azarga, Azarga Subsidiaries or any of their respective directors, officers, employees, auditors, accountants or representatives may be subject or which Azarga, Azarga Subsidiaries or any of their respective directors, officers, employees, auditors, accountants or representatives may suffer as a result of, or arising from, any misrepresentation or alleged misrepresentation contained in any

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information included in the Azarga Circular relating to and furnished by enCore, enCore Subsidiaries or their respective directors, officers, employees, auditors, accountants or representatives for inclusion in the Azarga Circular, including any order made, or any litigation, proceeding or governmental investigation instituted by the Securities Authorities or other Governmental Authority based on such a misrepresentation or alleged misrepresentation.

(e)The Parties shall promptly notify each other if at any time before the Effective Date either becomes aware (in the case of Azarga only with respect to Azarga or its Subsidiaries and in the case of enCore only with respect to enCore or its Subsidiaries) that the Azarga Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Azarga Circular, and the Parties shall cooperate in the preparation of any amendment or supplement to the Azarga Circular, as required or appropriate, and Azarga shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Azarga Circular and, if required by the Court or applicable Laws, file the same with the Securities Authorities and as otherwise required.

1.5Securities Law Compliance

The Parties shall reasonably cooperate with each other in the prompt and diligent preparation of any application for regulatory approvals with the Securities Authorities and any other orders, registrations, consents, filings, rulings, exemptions, no-action letters and approvals and the preparation of any documents reasonably deemed by either of the Parties to be necessary to discharge their respective obligations under this Agreement or otherwise required or advisable under Applicable Laws in connection with the Arrangement, this Agreement or the Plan of Arrangement, including, without limitation, the Azarga Circular. enCore may elect, at its sole discretion, to make such securities and other regulatory filings in the United States or other jurisdictions as may be necessary or desirable in connection with the completion of the Arrangement. Azarga shall use its commercially reasonable efforts to provide to enCore all information regarding Azarga and its affiliates as required by Applicable Securities Laws in connection with such filings. Azarga shall also use commercially reasonable efforts to obtain any necessary consents from any of its Qualified Persons, auditors and any other advisors to the use of any financial, technical or other expert information required to be included in such filings and to the identification in such filings of each such advisor.

1.6Final Order

If the Interim Order is obtained, and the Arrangement Resolution is passed at the Azarga Meeting as provided for in the Interim Order and as required by Applicable Law, Azarga shall, subject to the terms of this Agreement, as soon as reasonably practicable thereafter, and, in any event, within three (3) Business Days following the approval of the Arrangement Resolution at the Azarga Meeting, take all actions necessary or desirable to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to Section 291 of the Act.

1.7Court Proceedings

Subject to the terms of this Agreement, the Parties will cooperate in seeking the Interim Order and the Final Order, including enCore providing Azarga on a timely basis any information required to be supplied by enCore in connection therewith. Azarga will provide enCore’s legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed

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with the Court in connection with the Arrangement, and shall give reasonable consideration to all such comments. Azarga will also provide enCore’s legal counsel on a timely basis with copies of any notice of appearance or notice of intent to oppose and any evidence served on Azarga or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom. Subject to applicable Law, Azarga will not file any material with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.7 or with enCore's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that nothing herein shall require enCore to agree or consent to any increase in consideration or other modification or amendment to such filed or served materials that expands or increases enCore's obligations set forth in any such filed or served materials or under this Agreement.

1.8Section 3(a)(10) Exemption

The Parties agree that the Arrangement will be carried out with the intention that all Consideration Securities issued under the Arrangement to Azarga Securityholders who are in the United States will be issued in reliance on the exemption from the registration requirements of the

U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act (the “Section 3(a)(10) Exemption”). In order to ensure the availability of the Section 3(a)(10) Exemption, the Parties agree that the Arrangement will be carried out on the following basis:

(a)the terms and conditions of the Arrangement will be subject to the approval of the Court in accordance with section 288 of the Act;

(b)the Court will be advised as to the intention of the Parties to rely on the Section 3(a)(10) Exemption prior to the hearing required to approve the Arrangement;

(c)the Circular shall contain a statement advising the Azarga Securityholders that the Consideration Securities have not been registered under the U.S. Securities Act and will be issued in reliance on the Section 3(a)(10) Exemption and exemptions under applicable U.S. state securities laws and may be subject to restrictions on resale under the U.S. Securities Laws, including, as applicable, Rule 144 under the U.S. Securities Act with respect to affiliates;

(d)the Court will be required to satisfy itself as to the procedural and substantive fairness of the terms and conditions of the Arrangement to the Azarga Securityholders subject to the Arrangement;

(e)the Court will hold a hearing before approving the procedural and substantive fairness of the terms and conditions of the Arrangement;

(f)the Court will have determined, prior to approving the Arrangement, that the terms and conditions of the exchanges of securities under the Arrangement are fair to the Azarga Securityholders pursuant to the Arrangement;

(g)the order approving the Arrangement that is obtained from the Court will expressly state that the Arrangement is approved by the Court as being fair to the Azarga Securityholders pursuant to the Arrangement;

(h)Azarga will ensure that each Azarga Securityholder entitled to Consideration Securities pursuant to the Arrangement will be given adequate notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with sufficient information necessary for them to exercise that right;

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(i)the Interim Order will specify that each person entitled to receive Consideration Securities pursuant to the Arrangement will have the right to appear before the Court so long as they enter an appearance within a reasonable time; and

(j)the Final Order shall include statements substantially to the following effect:

“This Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the distribution of securities of enCore Energy Corp. pursuant to the Plan of Arrangement.

“The terms and conditions of the Arrangement are procedurally and substantively fair to the securityholders of Azarga Uranium Corp. and are hereby approved by the Court.”

1.9United States Tax Matters

The Arrangement is intended to qualify as a reorganization within the meaning of Section 368(a) of the U.S. Internal Revenue Code (a “Reorganization”) and this Agreement is intended to be a “plan of reorganization” within the meaning of the treasury regulations promulgated under Section 368 of the U.S. Internal Revenue Code. Provided that the Arrangement qualifies as a Reorganization, each of the Parties agrees to treat the Arrangement as a Reorganization for all U.S. federal income tax purposes, and agrees to treat this Agreement as a “plan of reorganization” within the meaning of the treasury regulations promulgated under Section 368 of the U.S. Internal Revenue Code, and to not take any position on any Tax Return or otherwise take any Tax reporting position inconsistent with such treatment, unless otherwise required by applicable law. Except as otherwise provided in this Agreement and the Plan of Arrangement, each of the Parties agrees to act in a manner that is consistent with the Parties’ intention that the Arrangement be treated as a reorganization within the meaning of Section 368(a) of the U.S. Internal Revenue Code for all U.S. federal income tax purposes. Notwithstanding the foregoing, none of enCore or Azarga makes any representation, warranty or covenant to any other party or to any Azarga Shareholder, holder of enCore Shares or other holder of Azarga securities or enCore securities (including, without limitation, stock options, warrants, debt instruments or other similar rights or instruments) regarding the U.S. tax treatment of the Arrangement, including, but not limited to, whether the Arrangement will qualify as a Reorganization or as a tax-deferred transaction for purposes of any United States state or local income tax law.

1.10Effective Date

The Arrangement shall be effective at the Effective Time on the date (the “Effective Date”) agreed to by enCore and Azarga in writing as the effective date of the Arrangement, which date shall be no later than the fifth Business Day after the satisfaction or, where not prohibited, the waiver (subject to applicable Law) of the conditions (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver of those conditions as of the Effective Date) set forth in Article 6, unless another date is agreed to in writing by the Parties, and, in any event not later than the Outside Date. From and after the Effective Time, the Plan of Arrangement will have all of the effects provided by applicable Law, including the Act.

1.11Issue of enCore Shares

enCore will, following receipt by Azarga of the Final Order and on or prior to the Effective Time, ensure that the Depositary has been provided with sufficient enCore Shares in escrow to issue the Consideration Shares pursuant to the Arrangement.

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1.12Options

(a)Subject to the terms and conditions of this Agreement, all unexercised Azarga Options held by Azarga Optionholders shall, as at the Effective Time pursuant to the Arrangement and in accordance with the Plan of Arrangement, be exchanged for Replacement Options.

(b)Following the Effective Date, the Replacement Options may not be exercised in the United States or by, or on behalf or for the benefit of, a U.S. Person, unless an exemption is available from the registration requirements of the U.S. Securities Laws, and the holder furnishes to enCore an opinion of counsel or other evidence of exemption satisfactory to enCore, acting reasonably, to such effect.

(c)The Replacement Options granted to Azarga Eligible Persons shall be fully vested and existing Eligible Persons that cease to be Azarga Eligible Persons concurrently with the closing of the Arrangement or within a period of twelve (12) months after the Effective Date shall have 12 months from the date they cease to be an Azarga Eligible Person to exercise such Replacement Options.

(d)Any board members or executive management team members of enCore that resign concurrently with the closing of the Arrangement, or that resign within a period of twelve (12) months after the Effective Date of the Arrangement, will have the vesting of any enCore Options granted to them by enCore prior to July 1, 2021 accelerated, such that all of their unvested enCore Options shall be deemed vested as of the date of such resignation.

1.13Warrants

(a)Each holder of an Azarga Warrant outstanding immediately prior to the Effective Time shall receive upon the subsequent exercise of such holder’s Azarga Warrant on or after the Effective Time, in accordance with its terms, and shall accept in lieu of each Azarga Share to which such Azarga Warrantholder was theretofore entitled upon such exercise, the number of enCore Shares (the “Warrant Shares”) which such Azarga Warrantholder would have been entitled to receive at the Effective Time if, at the Effective Time, the Azarga Warrantholder had been the holder of the number of Azarga Shares to which it was entitled to upon such exercise of the Azarga Warrant.

(b)For the period from the Effective Time until the expiry of the Azarga Warrants (in accordance with their respective terms), enCore will assume all of the covenants and obligations of Azarga under the Azarga Warrants and, in accordance with the terms and conditions of the applicable warrant certificates, do all this necessary to provide for the application of the provisions set forth in such warrant certificates, with respect to the rights and interests of the holders thereof, such that upon exercise of an Azarga Warrant the holder thereof will be entitled to receive the Warrant Shares and the Azarga Warrants will otherwise be valid and binding obligations of enCore entitling the holders thereof, as against enCore, to all the rights of such holders as set out in their respective warrant certificates, as the case may be.

(c)Following the Effective Date, the Azarga Warrants may not be exercised in the United States or by, or on behalf or for the benefit of, a U.S. Person, unless an exemption is available from the registration requirements of the U.S. Securities

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Laws, and the holder furnishes to enCore an opinion of counsel or other evidence of exemption satisfactory to enCore, acting reasonably, to such effect.

1.14Withholding Taxes

enCore and the Depositary shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable to any person hereunder and from all dividends or other distributions otherwise payable to any former Azarga Shareholder such amounts as may be required to deduct and withhold therefrom under any provision of applicable Laws in respect of Taxes. To the extent that such amounts are so deducted, withheld and remitted, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid.

1.15Board Reconstitution

Subject to the approval of the TSXV and confirmation such Persons are eligible to act as directors pursuant to applicable Laws, as of the Effective Time, enCore and Azarga agree that the directors of enCore will consist of:

(a)W. Paul Goranson;

(b)William Sheriff;

(c)Dennis Stover;

(d)Richard Cherry;

(e)Mark Pelizza;

(f)William Harris; and

(g)a nominee from the board of directors or management of Azarga, selected by enCore (the "Board Reconstitution").

enCore agrees to take all reasonable commercial steps prior to the Effective Time to effect the Board Reconstitution effective as of the Effective Time.

1.16Management Reconstitution

Subject to the approval of the TSXV and confirmation such Persons are eligible to act as officers pursuant to applicable Laws, as of the Effective Time, enCore and Azarga agree that the management of enCore will consist of:

(a)W. Paul Goranson as Chief Executive Officer;

(b)William Sheriff as Chairman;

(c)Carrie Mierkey as Chief Financial Officer and Corporate Secretary;

(d)Blake Steele as Strategic Advisor; and

(e)John Mays as Chief Operating Officer of the Azarga Subsidiary (or Subsidiaries, as applicable), holding the projects in South Dakota and Wyoming

(the "Management Reconstitution").

enCore agrees to take all reasonable commercial steps prior to the Effective Time to effect the Management Reconstitution effective as of the Effective Time. Other than the changes necessary to

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give effect to the Management Reconstitution and the Arrangement, all other management of enCore will remain in place at the discretion of the Chief Executive Officer of enCore. enCore will continue the employment of all Azarga personnel that wish to continue post the Effective Time. Following the closing of the Arrangement, enCore shall (and shall cause its subsidiaries to) honour all obligations under Azarga’s employment agreements and arrangements, including, without limitation, by paying to the individuals party to such agreements, in each case, such amounts as are required by such agreements and arrangements.

1.17Share Listing

enCore covenants that following completion of the Arrangement, it will use commercially reasonable efforts to list the enCore Post-Consolidated Shares on the NYSE-AMEX or NASDAQ. Until the earlier of the Effective Time or the termination of this Agreement, enCore shall keep Azarga promptly informed as to the status, including any changes to the intentions, timing, or structure of any proposed listing of the enCore Post-Consolidated Shares on the NYSE-AMEX, NASDAQ or any other stock exchange and enCore shall respond promptly to all reasonable inquiries from Azarga with respect thereto.

1.18Share Purchases

Notwithstanding any share purchase restrictions set out in this Agreement or any other agreement between the Parties including the Confidentiality Agreement, the Parties agree that enCore is permitted to trade Azarga Shares through the facilities of the TSX, provided that enCore will not hold greater than 9.99% of the total issued and outstanding Azarga Shares at any time after the execution date of this Agreement and the public announcement of this Agreement, and further provided that full disclosure of any such trade is made in accordance with Applicable Securities Laws.

1.19Loan

Azarga agrees that it shall not conduct a financing whereby Azarga Shares would be offered as part of a private placement, brokered offering, or other similar means. The Parties agree that if Azarga requires additional operating funds or funds to complete a potential transaction as set out in the Azarga Disclosure Letter prior to the Effective Date of the Arrangement, enCore will, upon written request by Azarga and subject to TSXV acceptance, if required, advance funds to a maximum of $1,000,000 by way of a loan (the “Loan”) to Azarga within five (5) Business Days of receiving such request, on the terms provided in the form of loan agreement attached hereto as Schedule “C”. If Azarga allocates the Loan for operating expenses, then enCore shall approve any single expenditure in excess of $50,000 or cumulatively to any one payee designated by Azarga in excess of $75,000 or to all collective payees designated by Azarga in excess of $250,000 from the execution date of this Agreement until the Effective Date of the Arrangement.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF AZARGA

1.1Representations and Warranties of Azarga

Except as qualified in the Azarga Disclosure Letter, Azarga represents and warrants to and in favour of enCore as follows and acknowledges that enCore is relying upon these representations and warranties in connection with entering into this Agreement and agreeing to complete the Arrangement and other transactions contemplated herein:

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(a)Incorporation and Organization. Each of Azarga and the Azarga Subsidiaries has been incorporated or formed, as the case may be, is organized and is a valid and subsisting corporation under the laws of its jurisdiction of existence and has all requisite corporate power and capacity to carry on its business as now conducted or proposed to be conducted and to own or lease and operate the property and assets thereof.

(b)Extra-provincial Registration. Each of Azarga and the Azarga Subsidiaries is licensed, registered or qualified as an extra-provincial, foreign corporation or an extra-provincial partnership, as the case may be, in all jurisdictions where the character of the property or assets thereof owned or leased or the nature of the activities conducted by it make such licensing, registration or qualification necessary and is carrying on the business thereof in material compliance with all applicable laws, rules and regulations of each such jurisdiction.

(c)Authorized Capital. Azarga is authorized to issue an unlimited number of Class “A” common shares of which, as of the date hereof, 237,317,173 Azarga Shares were issued and outstanding as fully paid and non-assessable shares and an unlimited number of Class “B” preference shares of which, as of the date hereof, no Class “B” preference shares were issued and outstanding.

(d)Azarga Subsidiaries. The Azarga Subsidiaries are the only subsidiaries of Azarga. Azarga does not beneficially own or exercise control or direction over 10% or more of the outstanding voting shares of any company that holds any assets or conducts any operations other than the Azarga Subsidiaries and Azarga beneficially owns, directly or indirectly, the percentage indicated in the Azarga Disclosure Letter of the issued and outstanding shares in the capital of the Azarga Subsidiaries which are free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands of any kind whatsoever, all of such shares have been duly authorized and are validly issued and are outstanding as fully paid and non-assessable shares and no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option, for the purchase from Azarga of any interest in any of such shares or for the issue or allotment of any unissued shares in the capital of any of the Azarga Subsidiaries or any other security convertible into or exchangeable for any such shares.

(e)Listing. The Azarga Shares are listed and posted for trading on the TSX and the Frankfurt Stock Exchange, and quoted on the OTCQB market of the OTC Markets.

(f)Certain Securities Law Matters. The Azarga Shares are listed on the TSX. Azarga is a reporting issuer or the equivalent only in the Azarga Reporting Provinces, and is not in default of any material requirement of the Canadian Securities Laws of any of such provinces. Azarga is not required to file reports with the United States Securities and Exchange Commission pursuant to Section 13(a) or Section 15(d) of the U.S. Exchange Act.

(g)Rights to Acquire Securities. Other than as disclosed in the Azarga Disclosure Letter hereto, no person has any agreement, option, right or privilege (whether pre- emptive, contractual or otherwise) capable of becoming an agreement for the purchase, acquisition, subscription for or issue of any of the unissued common shares or other securities of Azarga.

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(h)Transfer Agent. Computershare Trust Company of Canada, the Transfer Agent, has been appointed by Azarga as the registrar and transfer agent for the Azarga Shares.

(i)Consents, Approvals and Conflicts. The execution and delivery of this Agreement, the compliance by Azarga with the provisions of this Agreement or the consummation of the transactions contemplated herein, do not and will not (i) require the consent, approval, authorization, order or agreement of, or registration or qualification with, any governmental agency, body or authority, court, stock exchange, securities regulatory authority or other person, except (A) such as have been, or will by the Effective Date, be obtained, or (B) such as may be required under the Applicable Securities Laws, or (C) such as may be required under the policies of the TSX will be obtained by the Effective Date, or (ii) conflict with or result in any breach or violation of any of the provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument to which Azarga or any Azarga Subsidiary is a party or by which any of them or any of the properties or assets thereof is bound, or the notice of articles or articles or any other constating document of Azarga or any Azarga Subsidiary or any resolution passed by the directors (or any committee thereof) or shareholders of Azarga any Azarga Subsidiary, or any statute or any judgment, decree, order, rule, policy or regulation of any court, governmental authority, arbitrator, stock exchange or securities regulatory authority applicable to Azarga or any Azarga Subsidiary or any of the properties or assets thereof.

(j)Authority and Authorization. Azarga has all requisite corporate power and capacity to enter into this Agreement and to do all acts and things and execute and deliver all documents as are required hereunder to be done, observed, performed or executed and delivered by it in accordance with the terms hereof and Azarga has taken, or will have taken before the Effective Date, all necessary corporate action to authorize the execution, and delivery of, and performance of its obligations under, this Agreement and to observe and perform its obligations under this Agreement in accordance with the provisions thereof.

(k)No Material Adverse Change. Subsequent to June 30, 2021, there has not been any Material Adverse Change and there has been no event or occurrence that would reasonably be expected to result in a Material Adverse Change.

(l)No Material Change. There is not presently any material change or change in any material fact relating to Azarga or the Azarga Subsidiaries which has not been fully disclosed to the public.

(m)Annual Information Form. Azarga’s annual information form dated March 25, 2021 is substantially in the form required by Form 51-102F2 as prescribed by NI 51-102 and does not contain a misrepresentation.

(n)Validity and Enforceability. This Agreement has been authorized, executed and delivered by Azarga and constitutes a valid and legally binding obligation of Azarga enforceable against Azarga in accordance with the terms hereof, except in any case as enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law.

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(o)Public Disclosure. Azarga is in compliance in all material respects with all its disclosure obligations under the Canadian Securities Laws of the Azarga Reporting Provinces (including, without limitation, all of its disclosure obligations pursuant to NI 51-102 and pursuant to National Instrument 58-101 – Disclosure of Corporate Governance Practices of the Canadian Securities Administrators). The Azarga Public Records are, as of the date thereof, in compliance in all material respects with the Canadian Securities Laws of the Azarga Reporting Provinces and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and such documents collectively constitute full, true and plain disclosure of all material facts relating to Azarga and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, as of the date thereof. There is no fact known to Azarga which Azarga has not publicly disclosed which results in a Material Adverse Effect, or so far as Azarga can reasonably foresee, will have a Material Adverse Effect or materially adversely affect the ability of Azarga to perform its obligations under this Agreement.

(p)Material Contracts. All contracts and agreements material to Azarga taken as a whole other than those entered into in the ordinary course of business and its business as presently conducted and taken as a whole have been disclosed in the Azarga Disclosure Letter.

(q)No Cease Trade Order. No order preventing, ceasing or suspending trading in any securities of Azarga or prohibiting the issue and sale of securities by Azarga is issued and outstanding and no proceedings for either of such purposes have been instituted or, to the best of the knowledge of Azarga, are pending, contemplated or threatened.

(r)Accounting Controls. Azarga maintains a system of internal accounting controls sufficient to provide reasonable assurance: (i) that transactions are completed in accordance with the general or a specific authorization of management or directors of Azarga; (ii) that transactions are recorded as necessary to permit the preparation of consolidated financial statements for Azarga in conformity with International Financial Reporting Standards and to maintain asset accountability; (iii) that access to assets of Azarga and the Subsidiaries is permitted only in accordance with the general or a specific authorization of management or directors of Azarga; (iv) that the recorded accountability for assets of Azarga and the Azarga Subsidiaries is compared with the existing assets of Azarga and the Azarga Subsidiaries at reasonable intervals and appropriate action is taken with respect to any differences therein; and (v) regarding the prevention or timely detection of unauthorized acquisition, use or disposition of Azarga’s assets that could have a material effect on its financial statements or interim financial statements.

(s)Financial Statements. Azarga’s audited consolidated financial statements for the fiscal years ended December 31, 2020 and 2019 (the “Audited Financial Statements”) and unaudited financial statements for the six-month period ended June 30, 2021 and all notes thereto (i) comply as to form in all material respects with the requirements of the applicable Canadian Securities Laws of the Azarga Reporting Provinces; (ii) present fairly, in all material respects, the financial position, the results of operations and cash flows and the shareholders’ equity and

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other information purported to be shown therein at the respective dates and for the respective periods to which they apply, (iii) have been prepared in conformity with International Financial Reporting Standards, consistently applied throughout the period covered thereby, and all adjustments necessary for a fair presentation of the results for such periods have been made in all material respects, and (iv) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of Azarga, and, except as disclosed in the Azarga Disclosure Letter there has been no change in accounting policies or practices of Azarga since June 30, 2021.

(t)Auditors. Azarga’s auditors who audited the Audited Financial Statements and who provided their audit report thereon are independent public accountants as required under applicable Securities Laws of the Azarga Reporting Provinces and there has not been a reportable event (within the meaning of NI 51-102) between Azarga and any such auditor.

(u)Audit Committee. The audit committee of Azarga is comprised and operates in accordance with the requirements of National Instrument 52-110 – Audit Committees.

(v)Changes in Financial Position. Other than as disclosed in the Azarga Disclosure Letter, since June 30, 2021, none of:

(i)Azarga or any Azarga Subsidiary has paid or declared any dividend or incurred any material capital expenditure or made any commitment therefor;

(ii)Azarga or any Azarga Subsidiary has incurred any obligation or liability, direct or indirect, contingent or otherwise, except in the ordinary course of business; and

(iii)Azarga or any Azarga Subsidiary has entered into any material transaction or made a significant acquisition.

(w)Insolvency. Neither Azarga nor any of the Azarga Subsidiaries has committed an act of bankruptcy or sought protection from the creditors thereof before any court or pursuant to any legislation, proposed a compromise or arrangement to the creditors thereof generally, taken any proceeding with respect to a compromise or arrangement, taken any proceeding to be declared bankrupt or wound up, taken any proceeding to have a receiver appointed of any of the assets thereof, had any person holding any encumbrance, lien, charge, hypothec, pledge, mortgage, title retention agreement or other security interest or receiver take possession of any of the property thereof, had an execution or distress become enforceable or levied upon any portion of the property thereof or had any petition for a receiving order in bankruptcy filed against it.

(x)No Contemplated Changes. None of Azarga or any Azarga Subsidiary has approved or has entered into any agreement in respect of, or has any knowledge of:

(i)The purchase of any material property or assets or any interest therein or, other than as disclosed in the Azarga Disclosure Letter, the sale, transfer or other disposition of any material property or assets or any interest therein

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currently owned, directly or indirectly, by Azarga or any Azarga Subsidiary whether by asset sale, transfer of shares or otherwise;

(ii)The change of control (by sale or transfer of shares or sale of all or substantially all of the property and assets of Azarga or any Azarga Subsidiary or otherwise) of Azarga or any Azarga Subsidiary, other than as contemplated herein; or

(iii)A proposed or planned disposition of shares by any shareholder who owns, directly or indirectly, 10% or more of the shares of Azarga or any Azarga Subsidiary, other than as contemplated herein.

(y)Taxes and Tax Returns. Azarga and each Azarga Subsidiary has filed in a timely manner all necessary tax returns and notices that are due and has paid all applicable taxes of whatsoever nature for all tax years prior to the date hereof to the extent that such taxes have become due or have been alleged to be due and none of Azarga or any Azarga Subsidiary is aware of any tax deficiencies or interest or penalties accrued or accruing, or alleged to be accrued or accruing, thereon where, in any of the above cases, it might reasonably be expected to have a Material Adverse Effect and there are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any tax return by any of them or the payment of any material tax, governmental charge, penalty, interest or fine against any of them. There are no material actions, suits, proceedings, investigations or claims now threatened or, to the best knowledge of Azarga, pending against Azarga or any Azarga Subsidiary which could result in a material liability in respect of taxes, charges or levies of any governmental authority, penalties, interest, fines, assessments or reassessments or any matters under discussion with any governmental authority relating to taxes, governmental charges, penalties, interest, fines, assessments or reassessments asserted by any such authority and Azarga and each Azarga Subsidiary has withheld (where applicable) from each payment to each of the present and former officers, directors, employees and consultants thereof the amount of all taxes and other amounts, including, but not limited to, income tax and other deductions, required to be withheld therefrom, and has paid the same or will pay the same when due to the proper tax or other receiving authority within the time required under applicable tax legislation.

(z)Compliance with Laws, Licenses and Permits. Azarga and the Azarga Subsidiaries and, to the best of Azarga’s knowledge, the directors, officers and promoters of Azarga and the Azarga Subsidiaries, respectively, have conducted and are conducting Azarga’s and the Azarga Subsidiaries’ respective businesses in compliance in all material respects with all applicable laws, regulations and statutes (including without limitation, all applicable federal, provincial, municipal and local environmental, anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body including exploration and exploitation permits and concessions) in the jurisdictions in which they carry on business and which would reasonably be expected to materially affect Azarga or any of the Azarga Subsidiaries, taken as a whole, Azarga has not received a notice of non- compliance, or knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations and statutes, and is not aware of any pending change or contemplated change to any

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applicable law or regulation or governmental position that would materially affect the business of Azarga or the Azarga Subsidiaries, taken a whole or the business or legal environment under which Azarga or any of the Azarga Subsidiaries operates.

(aa) No Notice of Non-Compliance. No notice with respect to any of the matters referred to in Subsection 3.1(bb), including any alleged violations by Azarga with respect thereto has been received by Azarga, and to the best of the knowledge of Azarga, no writ, injunction, order or judgement is outstanding, and no legal proceeding under or pursuant to any environmental laws or relating to the ownership, use, maintenance or operation of the property and assets of Azarga is in progress, pending or threatened, which could reasonably be expected to have a material adverse effect on Azarga and to Azarga’s knowledge there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by Azarga, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise.

(bb) Agreements and Actions. None of Azarga or any Azarga Subsidiary is in violation of any term of any constating document thereof in any material respect. Neither Azarga nor any Azarga Subsidiary is in violation of any term or provision of any agreement, indenture or other instrument applicable to it which would, or could reasonably be expected to, result in any Material Adverse Effect, neither Azarga nor any Azarga Subsidiary is in default in the payment of any material obligation owed which is now due, if any, and there is no action, suit, proceeding or investigation commenced, threatened or, to the knowledge of Azarga after due inquiry, pending which, either in any case or in the aggregate, might result in any Material Adverse Effect or which places, or could reasonably be expected to place, in question the validity or enforceability of this Agreement or any document or instrument delivered, or to be delivered, by Azarga pursuant thereto.

(cc) Material Properties. The Dewey Burdock Project and the Gas Hills Uranium Project are the only properties which Azarga currently considers to be “material” in which Azarga has an interest and Azarga (or one of the Azarga Subsidiaries) is the absolute legal and beneficial owner of, and has good and marketable title to, the interests in the Dewey Burdock Project and the Gas Hills Uranium Project or assets as described in the Azarga Public Records, and except as disclosed in the Azarga Disclosure Letter or Azarga Public Records, such interests are free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever and no other property rights are necessary for the conduct of the activities of Azarga on the Dewey Burdock Project and Gas Hills Uranium Project as currently conducted, and Azarga does not know of any claim or the basis for any claim that might or could materially adversely affect the right thereof to use, transfer or otherwise exploit such property rights and, except as disclosed in the Azarga Disclosure Letter or Azarga Public Records.

(dd) Property Agreements. Except as disclosed in the Azarga Disclosure Letter or Azarga Public Records, any and all of the agreements and other documents and instruments pursuant to which Azarga holds the Dewey Burdock Project (including any interest in, or right to earn an interest in, any of the Dewey Burdock Project) and Gas Hills Uranium Project (including any interest in, or right to earn an interest

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in, any of the Gas Hills Uranium Project) are valid and subsisting agreements, documents or instruments in full force and effect, enforceable against Azarga in accordance with the terms thereof, Azarga is not in default of any of the material provisions of any such agreements, documents or instruments nor has any such default been alleged and each of the Dewey Burdock Project and Gas Hills Uranium Project is in good standing under the applicable statutes and regulations of the jurisdictions in which they are situated; all material leases, licences and claims pursuant to which Azarga derives the interests in such property and assets are in good standing and, to the knowledge of Azarga, there has been no material default under any such lease, licence or claim. The Dewey Burdock Project (or any interest in, or right to earn an interest in, any property) and Gas Hills Uranium Project (or any interest in, or right to earn an interest in, any property) are not subject to any right of first refusal or purchase or acquisition right which is not disclosed in the Azarga Disclosure Letter or Azarga Public Records. All interests of Azarga in the Dewey Burdock Project and surface rights for exploration and exploitation, as applicable, overlying the Dewey Burdock Project, and all interests of Azarga in the Gas Hills Uranium Project and surface rights for exploration and exploitation, as applicable, overlying the Gas Hills Uranium Project are fairly and accurately described in the Azarga Public Records and except as set out in the Azarga Disclosure Letter or Azarga Public Records, are owned or held by Azarga as owner thereof with good title; in good standing; valid and enforceable and free and clear of any liens, charges or encumbrances and no royalty is payable in respect of any of them and no other material property rights are necessary for the conduct of Azarga’s business as it is currently being conducted, and there are no material restrictions on the ability of Azarga to use any such property rights except as set out in the Azarga Disclosure Letter or Azarga Public Records, and Azarga does not know of any claim or basis for a claim that may adversely affect such rights in any material respects, except as set out in the Azarga Disclosure Letter or Azarga Public Records.

(ee) Dewey Burdock Rights. Azarga holds or controls (directly or through one of the Azarga Subsidiaries) interests in respect of the property purchase agreements, leases and/or claims comprising the Dewey Burdock Project (the “Dewey Burdock Rights”) under valid, subsisting and enforceable documents; to the knowledge of Azarga, all concessions, leases or claims and permits relating to the Dewey Burdock Project in which Azarga has an interest or right have been validly located and recorded in accordance with all applicable laws and are valid and subsisting; Azarga has or is applying for all surface rights, access rights and other necessary rights and interests relating to the Dewey Burdock Project as are appropriate in view of the rights and interest therein of Azarga and necessary for Azarga’s current activities thereon, with only such exceptions as do not materially interfere with the use made by Azarga of the rights or interest so held, and each of the proprietary interests or rights and each of the documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in all material respects in the name of Azarga or one of the Azarga Subsidiaries or its or their contractual partners; Azarga does not have any responsibility or obligation to pay any commission, royalty, licence, fee or similar payment to any person with respect to the property rights thereof other than as disclosed in the Azarga Disclosure Letter. The description of the Dewey Burdock Rights, as disclosed generally in the Azarga Public Records, constitutes an accurate and complete description of all material Dewey Burdock Rights held by Azarga.

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(ff) Gas Hills Uranium Rights. Azarga holds or controls (directly or through one of the Azarga Subsidiaries) interests in respect of the property purchase agreements, leases and/or claims comprising the Gas Hills Uranium Project (the “Gas Hills Uranium Rights”) under valid, subsisting and enforceable documents; to the knowledge of Azarga, all concessions, leases or claims and permits relating to the Gas Hills Uranium Project in which Azarga has an interest or right have been validly located and recorded in accordance with all applicable laws and are valid and subsisting; Azarga has or is applying for all surface rights, access rights and other necessary rights and interests relating to the Gas Hills Uranium Project as are appropriate in view of the rights and interest therein of Azarga and necessary for Azarga’s current activities thereon, with only such exceptions as do not materially interfere with the use made by Azarga of the rights or interest so held, and each of the proprietary interests or rights and each of the documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in all material respects in the name of Azarga or one of the Azarga Subsidiaries or its or their contractual partners; Azarga does not have any responsibility or obligation to pay any commission, royalty, licence, fee or similar payment to any person with respect to the property rights thereof other than as disclosed in the Azarga Disclosure Letter. The description of the Gas Hills Uranium Rights, as disclosed generally in the Azarga Public Records, constitutes an accurate and complete description of all material Gas Hills Uranium Rights held by Azarga.

(gg) Mining Works. All assessments or other work required to be performed in relation to the mining claims and the mining rights of Azarga in order to maintain its interests in the Dewey Burdock Project and Gas Hills Uranium Project to date, if any, have been performed to date and Azarga has complied in all material respects with all applicable governmental laws, regulations and policies in this regard as well as with regard to legal, contractual obligations to third parties in this regard except in respect of mining claims and mining rights that Azarga intends to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate have a Material Adverse Effect; all such mining claims and mining rights are in good standing in all material respects as of the date of this Agreement.

(hh) Operations. To Azarga’s knowledge, all operations on the Dewey Burdock Project and Gas Hills Uranium Project and its other properties have been conducted in all material respects in accordance with good mining, exploration and engineering practices and all applicable workers’ compensation and health and safety and workplace laws, regulations and policies have been duly complied with.

(ii) Insurance. Azarga maintains customary commercial general liability insurance and all of the policies in respect of such insurance are in amounts and on terms that in the view of Azarga’s management are reasonable for companies of a similar size operating in the mining industry and are in good standing in all material respects and not in default in any material respect.

(jj) Royalties. Except as set out in the Azarga Public Records or the Azarga Disclosure Letter, Azarga does not have any responsibility or obligation to pay or have paid on its behalf any material commission, royalty or similar payment to any person with respect to its material property rights. All rentals, payment and obligations,

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royalties, overriding royalty interests, production payments, net profits, interest burdens and other payments due or payable on or prior to the date hereof under or with respect to the Dewey Burdock Project and Gas Hills Uranium Project have been properly and timely paid.

(kk) No Disputes. Except as set out in the Azarga Disclosure Letter, there are no material disputes or disagreements between Azarga and indigenous, aboriginal or community groups in relation to the Dewey Burdock Project, Gas Hills Uranium Project and Azarga’s operations thereon.

(ll) Preparation of Technical Reports. Azarga made available to the respective authors thereof prior to the issuance of the Dewey Technical Report and Gas Hills Technical Report, for the purpose of preparing the Dewey Technical Report and Gas Hills Technical Report, as applicable, all information requested, and to the knowledge and belief of Azarga, no such information contained any material misrepresentation as at the relevant time the relevant information was made available; except as otherwise disclosed in the Azarga Disclosure Letter.

(mm) Content of Technical Reports. To the best of Azarga’s knowledge, the Dewey Technical Report and Gas Hills Technical Report accurately and completely sets forth all material facts relating to the properties that are subject thereto as at the date of such report; since the date of preparation of the Dewey Technical Report and Gas Hills Technical Report there has been no change, to the best of Azarga’s knowledge, except as otherwise disclosed in the Azarga Disclosure Letter, that would disaffirm or change any aspect of the Dewey Technical Report or the Gas Hills Technical Report in any material respect.

(nn) NI 43-101. Azarga is in compliance with NI 43-101 in all material respects in connection with the Dewey Burdock Project and Gas Hills Uranium Project and, other than the Dewey Burdock Project and Gas Hills Uranium Project, Azarga does not hold any interest in a mineral property that is material to Azarga for the purposes of NI 43-101.

(oo) Legislation. Azarga is not aware of any proposed material changes to existing legislation, or proposed legislation published by a legislative body, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) of Azarga.

(pp) No Defaults. Other than as set out in the Azarga Disclosure Letter or Azarga Public Records, none of Azarga or any Azarga Subsidiary is in default of any material term, covenant or condition under or in respect of any judgement, order, agreement or instrument to which it is a party or to which it or any of the property or assets thereof are or may be subject, and no event has occurred and is continuing, and no circumstances exists which has not been waived, which constitutes a default in respect of any commitment, agreement, document or other instrument to which Azarga or any Azarga Subsidiary is a party or by which it is otherwise bound entitling any other party thereto to accelerate the maturity of any material amount owing thereunder or which could have a Material Adverse Effect.

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(qq) Compliance with Employment Laws. Azarga and each Azarga Subsidiary is in compliance with all laws and regulations respecting employment and employment practices, terms and conditions of employment, pay equity and wages, except where such non-compliance would not constitute an adverse material fact concerning Azarga or any Azarga Subsidiary or result in a Material Adverse Effect, and has not and is not engaged in any unfair labour practice, there is no labour strike, dispute, slowdown, stoppage, complaint or grievance pending or, to the best of the knowledge of Azarga after due inquiry, threatened against Azarga or any Azarga Subsidiary, no union representation question exists respecting the employees of Azarga or any Azarga Subsidiary and no collective bargaining agreement is in place or currently being negotiated by Azarga or any Azarga Subsidiary, neither Azarga nor any Azarga Subsidiary has received any notice of any unresolved matter and there are no outstanding orders under any employment or human rights legislation in any jurisdiction in which Azarga or any Azarga Subsidiary carries on business or has employees, other than as disclosed in the Azarga Disclosure Letter, no employee has any agreement as to the length of notice required to terminate his or her employment with Azarga or any Azarga Subsidiary in excess of 24 months or equivalent compensation and all benefit and pension plans of Azarga or any Azarga Subsidiary are funded in accordance with applicable laws and no past service funding liability exist thereunder.

(rr) Employee Plans. Each material plan for retirement, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, pension, incentive or otherwise contributed to, or required to be contributed to, by Azarga or any Azarga Subsidiary for the benefit of any current or former officer, director, employee or consultant of Azarga has been maintained in material compliance with the terms thereof and with the requirements prescribed by any and all statutes, orders, rules, policies and regulations that are applicable to any such plan.

(ss) Key Person Compensation. The directors, officers and key employees of Azarga and the compensation arrangements with respect to Azarga’s Named Executive Officers are as disclosed in the Azarga Public Records or in the Azarga Disclosure Letter, and except as disclosed in the Azarga Public Records or in the Azarga Disclosure Letter, there are no pension, profit sharing or other deferred compensation plans of any kind whatsoever affecting Azarga.

(tt) Accruals. All material accruals for unpaid vacation pay, premiums for unemployment insurance, health premiums, federal or provincial pension plan premiums, accrued wages, salaries and commissions and payments for any plan for any officer, director, employee or consultant of Azarga or any Azarga Subsidiary have been accurately reflected in the books and records of Azarga.

(uu) Work Stoppage. There has not been, and there is not currently, any labour trouble which is having a Material Adverse Effect or could reasonably be expected to have a Material Adverse Effect.

(x)Environmental Compliance. Except as disclosed in the Azarga Disclosure Letter or Azarga Public Records:

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(i)the property, assets and operations of Azarga and the Azarga Subsidiaries comply in all material respects with all applicable Environmental Laws;

(ii)Azarga and the Azarga Subsidiaries have obtained all material licenses, permits, approvals, consents, certificates, regulations and other authorizations under all applicable Environmental Laws (the “Environmental Permits”) necessary as at the date hereof for the operation of the businesses as currently carried on by Azarga and the Azarga Subsidiaries, and each Environmental Permit is valid, subsisting and in good standing and, to the best knowledge of Azarga, neither Azarga nor any Azarga Subsidiary is in material default or breach of any Environmental Permit and, to the best of the knowledge of Azarga, no proceeding is pending or threatened to revoke or limit any Environmental Permit;

(iii)Azarga and the Azarga Subsidiaries do not have any knowledge of, and have not received any notice of, any material claim, judicial or administrative proceeding, pending or threatened against, or which may affect, either Azarga or any Azarga Subsidiary or any of the property, assets or operations thereof, relating to, or alleging any violation of any Environmental Laws, Azarga is not aware of any facts which could give rise to any such claim or judicial or administrative proceeding and neither Azarga nor any Azarga Subsidiary nor any of the property, assets or operations thereof is the subject of any investigation, evaluation, audit or review by any Governmental Authority to determine whether any violation of any Environmental Laws has occurred or is occurring or whether any remedial action is needed in connection with a release of any Contaminant into the environment, except for compliance investigations conducted in the normal course by any Governmental Authority;

(iv)Azarga and the Azarga Subsidiaries have not given or filed any notice under any federal, provincial or local law with respect to any Environmental Activity, none of Azarga or any Azarga Subsidiary has any material liability (whether contingent or otherwise) in connection with any Environmental Activity and, to the knowledge of Azarga, no notice has been given under any federal, state, provincial or local law or of any material liability (whether contingent or otherwise) with respect to any Environmental Activity relating to or affecting Azarga or any Azarga Subsidiary or the property, assets, business or operations thereof;

(v)Azarga and the Azarga Subsidiaries do not store any hazardous or toxic waste or substance on the property thereof and have not disposed of any hazardous or toxic waste, in each case in a manner contrary to any Environmental Laws, and to the best of the knowledge of Azarga, there are no Contaminants on any of the premises at which Azarga or any Azarga Subsidiary carries on business, in each case other than in compliance with Environmental Laws; and

(vi)Azarga and the Azarga Subsidiaries are not subject to any contingent or other material liability relating to non-compliance with Environmental Law.

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(ww) Environmental Audits. There are no current environmental audits, evaluations, assessments, studies or tests relating to Azarga except for ongoing assessments conducted by or on behalf of Azarga in the ordinary course.

(xx) No Litigation. Other than as disclosed in Azarga Disclosure Letter or Azarga Public Records, there are no actions, suits, proceedings, inquiries or investigations existing, pending or, to the knowledge of Azarga after due inquiry, threatened against any of the property or assets thereof, at law or equity, or before or by any court, federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which may result in a Material Adverse Effect or materially adversely affects the ability of any of them to perform the obligations thereof and none of Azarga or any Azarga Subsidiary is subject to any judgement, order, writ, injunction, decree, award, rule, policy or regulation of any Governmental Authority, which, either separately or in the aggregate, may result in a Material Adverse Effect or materially adversely affects the ability of Azarga to perform its obligations under this Agreement.

(yy) Proceedings. The Azarga Public Records contain the requisite disclosure with respect to whether any directors or officers of Azarga is or has ever been subject to prior regulatory, criminal or bankruptcy proceedings in Canada or elsewhere.

(zz) Unlawful Payments. Neither Azarga nor any of its Azarga Subsidiaries nor, to the best knowledge of Azarga, any director, officer, agent, employee or other person associated with or acting on behalf of Azarga or any of its Azarga Subsidiaries, has

(i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (iii) violated or is in violation of any provision of the Corruption of Foreign Officials Act (Canada) or the Foreign Corrupt Practices Act (United States), or

(iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

(aaa) Anti-Money Laundering.

(i)The operations of Azarga and the Azarga Subsidiaries are and have been conducted, at all times, in material compliance with all applicable financial recordkeeping and reporting requirements of applicable anti-money laundering statutes of the jurisdictions in which Azarga and the Azarga Subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the "Anti-Money Laundering Laws"), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving Azarga or any of the Azarga Subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of Azarga, threatened;

(ii)Azarga has not, directly or indirectly: (i) made or authorized any contribution, payment or gift of funds or property to any official, employee or agent of any governmental agency, authority or instrumentality of any jurisdiction; or (ii) made any contribution to any candidate for public office, in either case where either the payment or the purpose of such contribution, payment or gift was, is or would be prohibited under the Canada Corruption

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of Foreign Public Officials Act (Canada) or the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) or the rules and regulations promulgated thereunder or under any other legislation of any relevant jurisdiction covering a similar subject matter applicable to Azarga and its operations; and

(iii)Azarga or, to the best knowledge of Azarga, any director, officer, agent, employee, affiliate or person acting on behalf of Azarga has not been or is not currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department and Azarga will not directly or indirectly use, lend, contribute or otherwise make available any funds to Azarga or to any affiliated entity, joint venture partner or other person or entity, to finance any investments in, or make any payments to, any country or person targeted by any of the sanctions of the United States.

(bbb) Intellectual Property. Azarga or the Azarga Subsidiary owns or possesses adequate enforceable rights to use all trademarks, copyrights and trade secrets used or proposed to be used in the conduct of the business thereof and, to the knowledge of Azarga, after due inquiry, neither Azarga nor any Azarga Subsidiary is infringing upon the rights of any other person with respect to any such trademarks, copyrights or trade secrets and no other person has infringed any such trademarks, copyrights or trade secrets.

(ccc) Non-Arm’s Length Transactions. Except as disclosed in the Azarga Disclosure Letter or Azarga Public Records, neither Azarga nor any Azarga Subsidiary owes any amount to, nor has Azarga or any Azarga Subsidiary any present loans to, or borrowed any amount from or is otherwise indebted to, any officer, director, employee or securityholder of any of them or any person not dealing at “arm's length” (as such term is defined in the ITA) with any of them except for usual employee reimbursements and compensation paid or other advances of funds in the ordinary and normal course of the business of Azarga or any Azarga Subsidiary. Except usual employee or consulting arrangements made in the ordinary and normal course of business, neither Azarga nor any Azarga Subsidiary is a party to any contract, agreement or understanding with any officer, director, employee or securityholder of any of them or any other person not dealing at arm's length with Azarga and the Azarga Subsidiaries. No officer, director or employee of Azarga or any Azarga Subsidiary and no person which is an affiliate or associate of any of the foregoing persons, owns, directly or indirectly, any interest (except for shares representing less than 5% of the outstanding shares of any class or series of any publicly traded company) in, or is an officer, director, employee or consultant of, any person which is, or is engaged in, a business competitive with the business of Azarga or any Azarga Subsidiary which could have a material adverse effect on the ability to properly perform the services to be performed by such person for Azarga or any Azarga Subsidiary. Except as described in the Azarga Disclosure Letter or Azarga Public Records, no officer, director, employee or securityholder of Azarga or any Azarga Subsidiary has any cause of action or other claim whatsoever against, or owes any amount to, Azarga or any Azarga Subsidiary except for claims in the ordinary and normal course of the business of Azarga or any Azarga Subsidiary such

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as for accrued vacation pay or other amounts or matters which would not be material to Azarga.

(ddd) Minute Books. The minute books of Azarga and the Azarga Subsidiaries, all of which have been or will be made available to the enCore or counsel to enCore, are complete and accurate in all material respects, except for minutes of board meetings or resolutions of the board of directors that have not been formally approved by the board of directors or items in the minute book that are not current, but which are not material in the context of Azarga and the Azarga Subsidiaries on a consolidated basis.

(eee) Commission. Except as disclosed in the Azarga Disclosure Letter, there is no person acting or purporting to act at the request or on behalf of Azarga that is entitled to any brokerage or finder’s fee in connection with the transactions contemplated by this Agreement.

1.2Survival of Representations and Warranties

The representations and warranties of Azarga and contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF ENCORE

1.1Representations and Warranties of enCore

enCore represents and warrants to and in favour of Azarga as follows and acknowledges that Azarga is relying upon these representations and warranties in connection with entering into this Agreement and agreeing to complete the Arrangement and other transactions contemplated herein:

(a)Incorporation and Organization. Each of enCore and the enCore Subsidiaries has been incorporated or formed, as the case may be, is organized and is a valid and subsisting corporation under the laws of its jurisdiction of existence and has all requisite corporate power and capacity to carry on its business as now conducted or proposed to be conducted and to own or lease and operate the property and assets thereof.

(b)Extra-provincial Registration. Each of enCore and the enCore Subsidiaries is licensed, registered or qualified as an extra-provincial, foreign corporation or an extra-provincial partnership, as the case may be, in all jurisdictions where the character of the property or assets thereof owned or leased or the nature of the activities conducted by it make such licensing, registration or qualification necessary and is carrying on the business thereof in material compliance with all applicable laws, rules and regulations of each such jurisdiction.

(c)Authorized Capital. enCore is authorized to issue an unlimited number of common shares of which, as of the date hereof, 199,479,085 enCore Shares were issued and outstanding as fully paid and non-assessable shares and an unlimited number of enCore Preferred Shares of which, as of the date hereof, no enCore Preferred shares were issued and outstanding.

(d)enCore Subsidiaries. The enCore Subsidiaries are the only subsidiaries of enCore. enCore does not beneficially own or exercise control or direction over 10% or more of the outstanding voting shares of any company that holds any assets or conducts

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any operations other than the enCore Subsidiaries and enCore beneficially owns, directly or indirectly, the percentage indicated in the enCore Disclosure Letter of the issued and outstanding shares in the capital of the enCore Subsidiaries which are free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands of any kind whatsoever, all of such shares have been duly authorized and are validly issued and are outstanding as fully paid and non-assessable shares and no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option, for the purchase from enCore of any interest in any of such shares or for the issue or allotment of any unissued shares in the capital of any of the enCore Subsidiaries or any other security convertible into or exchangeable for any such shares.

(e)Listing. The enCore Shares are listed and posted for trading on the TSXV and quoted on the OTCQB market of the OTC Markets.

(f)Certain Securities Law Matters. The enCore Shares are listed on the TSXV. enCore is a reporting issuer or the equivalent only in the enCore Reporting Provinces, and is not in default of any material requirement of the Canadian Securities Laws of any of such provinces. enCore is not required to file reports with the United States Securities and Exchange Commission pursuant to Section 13(a) or Section 15(d) of the U.S. Exchange Act.

(g)Rights to Acquire Securities. Other than as disclosed in the enCore Disclosure Letter hereto, no person has any agreement, option, right or privilege (whether pre- emptive, contractual or otherwise) capable of becoming an agreement for the purchase, acquisition, subscription for or issue of any of the unissued common shares or other securities of enCore.

(h)Transfer Agent. Computershare Trust Company of Canada, the Transfer Agent, has been appointed by enCore as the registrar and transfer agent for the enCore Shares.

(i)Consents, Approvals and Conflicts. The execution and delivery of this Agreement, the compliance by enCore with the provisions of this Agreement or the consummation of the transactions contemplated herein, do not and will not (i) require the consent, approval, authorization, order or agreement of, or registration or qualification with, any governmental agency, body or authority, court, stock exchange, securities regulatory authority or other person, except (A) such as have been, or will by the Effective Date, be obtained, or (B) such as may be required under the Applicable Securities Laws, or (C) such as may be required under the policies of the TSXV will be obtained by the Effective Date, or (ii) conflict with or result in any breach or violation of any of the provisions of, or constitute a default under, any indenture, mortgage, deed of trust, lease or other agreement or instrument to which enCore or any enCore Subsidiary is a party or by which any of them or any of the properties or assets thereof is bound, or the notice of articles or articles or any other constating document of enCore or any enCore Subsidiary or any resolution passed by the directors (or any committee thereof) or shareholders of enCore any enCore Subsidiary, or any statute or any judgment, decree, order, rule, policy or regulation of any court, governmental authority, arbitrator, stock exchange or securities regulatory authority applicable to enCore or any enCore Subsidiary or any of the properties or assets thereof.

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(j)Authority and Authorization. enCore has all requisite corporate power and capacity to enter into this Agreement and to do all acts and things and execute and deliver all documents as are required hereunder to be done, observed, performed or executed and delivered by it in accordance with the terms hereof and enCore has taken, or will have taken before the Effective Date, all necessary corporate action to authorize the execution, and delivery of, and performance of its obligations under, this Agreement and to observe and perform its obligations under this Agreement in accordance with the provisions thereof.

(k)No Material Adverse Change. Subsequent to June 30, 2021, there has not been any Material Adverse Change and there has been no event or occurrence that would reasonably be expected to result in a Material Adverse Change.

(l)No Material Change. There is not presently any material change or change in any material fact relating to enCore or the enCore Subsidiaries which has not been fully disclosed to the public.

(m)Validity and Enforceability. This Agreement has been authorized, executed and delivered by enCore and constitutes a valid and legally binding obligation of enCore enforceable against enCore in accordance with the terms hereof, except in any case as enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law.

(n)Public Disclosure. enCore is in compliance in all material respects with all its disclosure obligations under the Canadian Securities Laws of the enCore Reporting Provinces (including, without limitation, all of its disclosure obligations pursuant to NI 51-102 and pursuant to National Instrument 58-101 – Disclosure of Corporate Governance Practices of the Canadian Securities Administrators). The enCore Public Records are, as of the date thereof, in compliance in all material respects with the Canadian Securities Laws of the enCore Reporting Provinces and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and such documents collectively constitute full, true and plain disclosure of all material facts relating to enCore and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, as of the date thereof. There is no fact known to enCore which enCore has not publicly disclosed which results in a Material Adverse Effect, or so far as enCore can reasonably foresee, will have a Material Adverse Effect or materially adversely affect the ability of enCore to perform its obligations under this Agreement.

(o)Material Contracts. All contracts and agreements material to enCore taken as a whole other than those entered into in the ordinary course of business and its business as presently conducted and taken as a whole have been disclosed in the enCore Disclosure Letter.

(p)No Cease Trade Order. No order preventing, ceasing or suspending trading in any securities of enCore or prohibiting the issue and sale of securities by enCore is

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issued and outstanding and no proceedings for either of such purposes have been instituted or, to the best of the knowledge of enCore, are pending, contemplated or threatened.

(q)Accounting Controls. enCore maintains a system of internal accounting controls sufficient to provide reasonable assurance: (i) that transactions are completed in accordance with the general or a specific authorization of management or directors of enCore; (ii) that transactions are recorded as necessary to permit the preparation of consolidated financial statements for enCore in conformity with International Financial Reporting Standards and to maintain asset accountability; (iii) that access to assets of enCore and the Subsidiaries is permitted only in accordance with the general or a specific authorization of management or directors of enCore; (iv) that the recorded accountability for assets of enCore and the enCore Subsidiaries is compared with the existing assets of enCore and the enCore Subsidiaries at reasonable intervals and appropriate action is taken with respect to any differences therein; and (v) regarding the prevention or timely detection of unauthorized acquisition, use or disposition of enCore’s assets that could have a material effect on its financial statements or interim financial statements.

(r)Financial Statements. enCore’s audited consolidated financial statements for the fiscal years ended December 31, 2020 and 2019 (the “Audited Financial Statements”) and unaudited financial statements for the six-month period ended June 30, 2021 and all notes thereto (i) comply as to form in all material respects with the requirements of the applicable Canadian Securities Laws of the enCore Reporting Provinces; (ii) present fairly, in all material respects, the financial position, the results of operations and cash flows and the shareholders’ equity and other information purported to be shown therein at the respective dates and for the respective periods to which they apply, (iii) have been prepared in conformity with International Financial Reporting Standards, consistently applied throughout the period covered thereby, and all adjustments necessary for a fair presentation of the results for such periods have been made in all material respects, and (iv) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of enCore, and, except as disclosed in the enCore Disclosure Letter there has been no change in accounting policies or practices of enCore since June 30, 2021.

(s)Auditors. enCore’s auditors who audited the Audited Financial Statements and who provided their audit report thereon are independent public accountants as required under applicable Securities Laws of the enCore Reporting Provinces and there has not been a reportable event (within the meaning of NI 51-102) between enCore and any such auditor.

(t)Audit Committee. The audit committee of enCore is comprised and operates in accordance with the requirements of National Instrument 52-110 – Audit Committees.

(u)Changes in Financial Position. Other than as disclosed in the enCore Disclosure Letter, since June 30, 2021 none of:

(i)enCore or any enCore Subsidiary has paid or declared any dividend or incurred any material capital expenditure or made any commitment therefor;

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(ii)enCore or any enCore Subsidiary has incurred any obligation or liability, direct or indirect, contingent or otherwise, except in the ordinary course of business; and

(iii)enCore or any enCore Subsidiary has entered into any material transaction or made a significant acquisition.

(v)Insolvency. Neither enCore nor any of the enCore Subsidiaries has committed an act of bankruptcy or sought protection from the creditors thereof before any court or pursuant to any legislation, proposed a compromise or arrangement to the creditors thereof generally, taken any proceeding with respect to a compromise or arrangement, taken any proceeding to be declared bankrupt or wound up, taken any proceeding to have a receiver appointed of any of the assets thereof, had any person holding any encumbrance, lien, charge, hypothec, pledge, mortgage, title retention agreement or other security interest or receiver take possession of any of the property thereof, had an execution or distress become enforceable or levied upon any portion of the property thereof or had any petition for a receiving order in bankruptcy filed against it.

(w)No Contemplated Changes. None of enCore or any enCore Subsidiary has approved or has entered into any agreement in respect of, or has any knowledge of:

(i)The purchase of any material property or assets or any interest therein or, other than as disclosed in the enCore Disclosure Letter, the sale, transfer or other disposition of any material property or assets or any interest therein currently owned, directly or indirectly, by enCore or any enCore Subsidiary whether by asset sale, transfer of shares or otherwise;

(ii)The change of control (by sale or transfer of shares or sale of all or substantially all of the property and assets of enCore or any enCore Subsidiary or otherwise) of enCore or any enCore Subsidiary other than as disclosed in the enCore Disclosure Letter; or

(iii)A proposed or planned disposition of shares by any shareholder who owns, directly or indirectly, 10% or more of the shares of enCore or any enCore Subsidiary.

(x)Taxes and Tax Returns. enCore and each enCore Subsidiary has filed in a timely manner all necessary tax returns and notices that are due and has paid all applicable taxes of whatsoever nature for all tax years prior to the date hereof to the extent that such taxes have become due or have been alleged to be due and none of enCore or any enCore Subsidiary is aware of any tax deficiencies or interest or penalties accrued or accruing, or alleged to be accrued or accruing, thereon where, in any of the above cases, it might reasonably be expected to have a Material Adverse Effect and there are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any tax return by any of them or the payment of any material tax, governmental charge, penalty, interest or fine against any of them. There are no material actions, suits, proceedings, investigations or claims now threatened or, to the best knowledge of enCore, pending against enCore or any enCore Subsidiary which could result in a material liability in respect of

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taxes, charges or levies of any governmental authority, penalties, interest, fines, assessments or reassessments or any matters under discussion with any governmental authority relating to taxes, governmental charges, penalties, interest, fines, assessments or reassessments asserted by any such authority and enCore and each enCore Subsidiary has withheld (where applicable) from each payment to each of the present and former officers, directors, employees and consultants thereof the amount of all taxes and other amounts, including, but not limited to, income tax and other deductions, required to be withheld therefrom, and has paid the same or will pay the same when due to the proper tax or other receiving authority within the time required under applicable tax legislation.

(y)Compliance with Laws, Licenses and Permits. enCore and the enCore Subsidiaries and, to the best of enCore’s knowledge, the directors, officers and promoters of enCore and the enCore Subsidiaries, respectively, have conducted and are conducting enCore’s and the enCore Subsidiaries’ respective businesses in compliance in all material respects with all applicable laws, regulations and statutes (including without limitation, all applicable federal, provincial, municipal and local environmental, anti-pollution and licensing laws, regulations and other lawful requirements of any governmental or regulatory body including exploration and exploitation permits and concessions) in the jurisdictions in which they carry on business and which would reasonably be expected to materially affect enCore or any of the enCore Subsidiaries, taken as a whole, enCore has not received a notice of non-compliance, or knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations and statutes, and is not aware of any pending change or contemplated change to any applicable law or regulation or governmental position that would materially affect the business of enCore or the enCore Subsidiaries, taken a whole or the business or legal environment under which enCore or any of the enCore Subsidiaries operates.

(z)No Notice of Non-Compliance. No notice with respect to any of the matters referred to in Subsection 3.1(bb), including any alleged violations by enCore with respect thereto has been received by enCore, and to the best of the knowledge of enCore, no writ, injunction, order or judgement is outstanding, and no legal proceeding under or pursuant to any environmental laws or relating to the ownership, use, maintenance or operation of the property and assets of enCore is in progress, pending or threatened, which could reasonably be expected to have a material adverse effect on enCore and to enCore’s knowledge there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by enCore, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise.

(aa) Agreements and Actions. None of enCore or any enCore Subsidiary is in violation of any term of any constating document thereof in any material respect. Neither enCore nor any enCore Subsidiary is in violation of any term or provision of any agreement, indenture or other instrument applicable to it which would, or could reasonably be expected to, result in any Material Adverse Effect, neither enCore nor any enCore Subsidiary is in default in the payment of any material obligation owed which is now due, if any, and there is no action, suit, proceeding or investigation commenced, threatened or, to the knowledge of enCore after due inquiry, pending

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which, either in any case or in the aggregate, might result in any Material Adverse Effect or which places, or could reasonably be expected to place, in question the validity or enforceability of this Agreement or any document or instrument delivered, or to be delivered, by enCore pursuant thereto.

(bb) Material Properties. The Marquez-Juan Tafoya Uranium Project located in New Mexico, the Crownpoint and Hosta Butte Uranium Project located in New Mexico and the Rosita Project located in Texas are the only properties which enCore currently considers to be “material” in which enCore has an interest and enCore (or one of the enCore Subsidiaries) is the absolute legal and beneficial owner of, and has good and marketable title to, the interests in the Marquez-Juan Tafoya Uranium Project, the Crownpoint and Hosta Butte Project and the Rosita Project or assets as described in the enCore Public Records, and except as disclosed in the enCore Disclosure Letter or enCore Public Records, such interests are free of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever and no other property rights are necessary for the conduct of the activities of enCore on the Marquez-Juan Tafoya Uranium Project, the Crownpoint and Hosta Butte Project and the Rosita Project as currently conducted, and enCore does not know of any claim or the basis for any claim that might or could materially adversely affect the right thereof to use, transfer or otherwise exploit such property rights and, except as disclosed in the enCore Disclosure Letter or enCore Public Records.

(cc) Property Agreements. Except as disclosed in the enCore Disclosure Letter or enCore Public Records, any and all of the agreements and other documents and instruments pursuant to which enCore holds the Marquez-Juan Tafoya Uranium Project (including any interest in, or right to earn an interest in, any of the Marquez- Juan Tafoya Uranium Project), the Crownpoint and Hosta Butte Uranium Project (including any interest in, or right to earn an interest in, any of the Crownpoint and Hosta Butte Uranium Project), and the Rosita Project (including any interest in, or right to earn an interest in, any of the Rosita Project), are valid and subsisting agreements, documents or instruments in full force and effect, enforceable against enCore in accordance with the terms thereof, enCore is not in default of any of the material provisions of any such agreements, documents or instruments nor has any such default been alleged and each of the Marquez-Juan Tafoya Uranium Project, the Crownpoint and Hosta Butte Uranium Project, and the Rosita Project are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situated; all material leases, licences and claims pursuant to which enCore derives the interests in such property and assets are in good standing and, to the knowledge of enCore, there has been no material default under any such lease, licence or claim. The Marquez-Juan Tafoya Uranium Project (or any interest in, or right to earn an interest in, any property), the Crownpoint and Hosta Butte Uranium Project (or any interest in, or right to earn an interest in, any property), and the Rosita Project (or any interest in, or right to earn an interest in, any property) are not subject to any right of first refusal or purchase or acquisition right which is not disclosed in the enCore Disclosure Letter or enCore Public Records. All interests of enCore in the Marquez-Juan Tafoya Uranium Project and surface rights for exploration and exploitation, as applicable, overlying the Marquez-Juan Tafoya Uranium Project, all interests of enCore in the Crownpoint and Hosta Butte Uranium Project and surface rights for exploration and exploitation, as applicable, overlying

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the Crownpoint and Hosta Butte Uranium Project, and all interests of enCore in the Rosita Project and surface rights for exploration and exploitation, as applicable, overlying the Rosita Project are fairly and accurately described in the enCore Public Records and except as set out in the enCore Disclosure Letter or enCore Public Records, are owned or held by enCore as owner thereof with good title; in good standing; valid and enforceable and free and clear of any liens, charges or encumbrances and no royalty is payable in respect of any of them and no other material property rights are necessary for the conduct of enCore’s business as it is currently being conducted, and there are no material restrictions on the ability of enCore to use any such property rights except as set out in the enCore Disclosure Letter or enCore Public Records, and enCore does not know of any claim or basis for a claim that may adversely affect such rights in any material respects, except as set out in the enCore Disclosure Letter or enCore Public Records.

(dd) Marquez-Juan Rights. enCore holds or controls (directly or through one of the enCore Subsidiaries) interests in respect of the property purchase agreements, leases and/or claims comprising the Marquez-Juan Tafoya Uranium Project (the “Marquez-Juan Rights”) under valid, subsisting and enforceable documents sufficient to permit enCore to explore for the minerals relating thereto; to the knowledge of enCore, all concessions, leases or claims and permits relating to the Marquez-Juan Tafoya Uranium Project in which enCore has an interest or right have been validly located and recorded in accordance with all applicable laws and are valid and subsisting; enCore has or is applying for all surface rights, access rights and other necessary rights and interests relating to the Marquez-Juan Tafoya Uranium Project as are appropriate in view of the rights and interest therein of enCore and necessary for enCore’s current activities thereon, with only such exceptions as do not materially interfere with the use made by enCore of the rights or interest so held, and each of the proprietary interests or rights and each of the documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in all material respects in the name of enCore or one of the enCore Subsidiaries or its or their contractual partners; enCore does not have any responsibility or obligation to pay any commission, royalty, licence, fee or similar payment to any person with respect to the property rights thereof other than as disclosed in the enCore Disclosure Letter. The description of the Marquez- Juan Rights, as disclosed generally in the enCore Public Records, constitutes an accurate and complete description of all material Marquez-Juan Rights held by enCore.

(ee) Crownpoint and Hosta Butte Uranium Rights. enCore holds or controls (directly or through one of the enCore Subsidiaries) interests in respect of the property purchase agreements, leases and/or claims comprising the Crownpoint and Hosta Butte Uranium Project (the “Crownpoint and Hosta Butte Uranium Rights”) under valid, subsisting and enforceable documents sufficient to permit enCore to explore for the minerals relating thereto; to the knowledge of enCore, all concessions, leases or claims and permits relating to the Crownpoint and Hosta Butte Uranium Project in which enCore has an interest or right have been validly located and recorded in accordance with all applicable laws and are valid and subsisting; enCore has or is applying for all access rights and other necessary rights and interests relating to the Crownpoint and Hosta Butte Uranium Project as are appropriate in view of the rights and interest therein of enCore and necessary for

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enCore’s current activities thereon, with only such exceptions as do not materially interfere with the use made by enCore of the rights or interest so held, and each of the proprietary interests or rights and each of the documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in all material respects in the name of enCore or one of the enCore Subsidiaries or its or their contractual partners; enCore does not have any responsibility or obligation to pay any commission, royalty, licence, fee or similar payment to any person with respect to the property rights thereof other than as disclosed in the enCore Disclosure Letter. The description of the Crownpoint and Hosta Butte Uranium Rights, as disclosed generally in the enCore Public Records, constitutes an accurate and complete description of all material Crownpoint and Hosta Butte Uranium Rights held by enCore.

(ff) Rosita Rights. enCore holds or controls (directly or through one of the enCore Subsidiaries) interests in respect of the property purchase agreements, leases and/or claims comprising the Rosita Project (the “Rosita Rights”) under valid, subsisting and enforceable documents sufficient to permit enCore to explore for the minerals relating thereto; to the knowledge of enCore, all concessions, leases or claims and permits relating to the Rosita Project in which enCore has an interest or right have been validly located and recorded in accordance with all applicable laws and are valid and subsisting; enCore has or is applying for all surface rights, access rights and other necessary rights and interests relating to the Rosita Project as are appropriate in view of the rights and interest therein of enCore and necessary for enCore’s current activities thereon, with only such exceptions as do not materially interfere with the use made by enCore of the rights or interest so held, and each of the proprietary interests or rights and each of the documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in all material respects in the name of enCore or one of the enCore Subsidiaries or its or their contractual partners; enCore does not have any responsibility or obligation to pay any commission, royalty, licence, fee or similar payment to any person with respect to the property rights thereof other than as disclosed in the enCore Disclosure Letter. The description of the Rosita Rights, as disclosed generally in the enCore Public Records, constitutes an accurate and complete description of all material Rosita Rights held by enCore.

(gg) Mining Works. All assessments or other work required to be performed in relation to the mining claims and the mining rights of enCore in order to maintain its interests in the Marquez-Juan Tafoya Uranium Project, the Crownpoint and Hosta Butte Uranium Project, and the Rosita Project to date, if any, have been performed to date and enCore has complied in all material respects with all applicable governmental laws, regulations and policies in this regard as well as with regard to legal, contractual obligations to third parties in this regard except in respect of mining claims and mining rights that enCore intends to abandon or relinquish and except for any non-compliance which would not either individually or in the aggregate have a Material Adverse Effect; all such mining claims and mining rights are in good standing in all material respects as of the date of this Agreement.

(hh) Operations. To enCore’s knowledge, all operations on the Marquez-Juan Tafoya Uranium Project, the Crownpoint and Hosta Butte Uranium Project, and the Rosita Project and its other properties have been conducted in all material respects in

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accordance with good mining, exploration and engineering practices and all applicable workers’ compensation and health and safety and workplace laws, regulations and policies have been duly complied with.

(ii) Insurance. enCore maintains customary commercial general liability insurance and all of the policies in respect of such insurance are in amounts and on terms that in the view of enCore’s management are reasonable for companies of a similar size operating in the mining industry and are in good standing in all material respects and not in default in any material respect.

(jj) Royalties. Except as set out in the enCore Disclosure Letter or enCore Public Records, enCore does not have any responsibility or obligation to pay or have paid on its behalf any material commission, royalty or similar payment to any person with respect to its material property rights. All rentals, payment and obligations, royalties, overriding royalty interests, production payments, net profits, interest burdens and other payments due or payable on or prior to the date hereof under or with respect to the Marquez-Juan Tafoya Uranium Project, the Crownpoint and Hosta Butte Uranium Project, and the Rosita Project have been properly and timely paid.

(kk) No Disputes. Except as set out in the enCore Disclosure Letter, there are no material disputes or disagreements between enCore and indigenous, aboriginal or community groups in relation to the Marquez-Juan Tafoya Uranium Project, Crownpoint and Hosta Butte Uranium Project, and Rosita Project and enCore’s operations thereon.

(ll) Preparation of Technical Reports. enCore made available to the respective authors thereof prior to the issuance of the Marquez-Juan Technical Report, and the Crownpoint and Hosta Butte Uranium Technical Report, for the purpose of preparing the Marquez-Juan Technical Report, and the Crownpoint and Hosta Butte Uranium Technical Report all information requested, and to the knowledge and belief of enCore, no such information contained any material misrepresentation as at the relevant time the relevant information was made available, except as otherwise disclosed in the enCore Disclosure Letter.

(mm) Content of Technical Reports. To the best of enCore’s knowledge, the Marquez- Juan Technical Report, and the Crownpoint and Hosta Butte Uranium Technical Report accurately and completely sets forth all material facts relating to the properties that are subject thereto as at the date of such report; since the date of preparation of the Marquez-Juan Technical Report and the Crownpoint and Hosta Butte Uranium Technical Report, there has been no change, to the best of enCore’s knowledge, except as otherwise disclosed in the enCore Disclosure Letter, that would disaffirm or change any aspect of the Marquez-Juan Technical Report, and the Crownpoint and Hosta Butte Uranium Technical Report in any material respect.

(nn) NI 43-101. enCore is in compliance with NI 43-101 in all material respects in connection with the Marquez-Juan Tafoya Uranium Project, the Crownpoint and Hosta Butte Uranium Project, and the Rosita Project and, other than the Marquez- Juan Tafoya Uranium Project, the Crownpoint and Hosta Butte Uranium Project, and

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the Rosita Project, enCore does not hold any interest in a mineral property that is material to enCore for the purposes of NI 43-101.

(oo) Legislation. enCore is not aware of any proposed material changes to existing legislation, or proposed legislation published by a legislative body, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) of enCore .

(pp) No Defaults. Other than as set out in the enCore Disclosure Letter or enCore Public Records, none of enCore or any enCore Subsidiary is in default of any material term, covenant or condition under or in respect of any judgement, order, agreement or instrument to which it is a party or to which it or any of the property or assets thereof are or may be subject, and no event has occurred and is continuing, and no circumstances exists which has not been waived, which constitutes a default in respect of any commitment, agreement, document or other instrument to which enCore or any enCore Subsidiary is a party or by which it is otherwise bound entitling any other party thereto to accelerate the maturity of any material amount owing thereunder or which could have a Material Adverse Effect.

(qq) Compliance with Employment Laws. enCore and each enCore Subsidiary is in compliance with all laws and regulations respecting employment and employment practices, terms and conditions of employment, pay equity and wages, except where such non-compliance would not constitute an adverse material fact concerning enCore or any enCore Subsidiary or result in a Material Adverse Effect, and has not and is not engaged in any unfair labour practice, there is no labour strike, dispute, slowdown, stoppage, complaint or grievance pending or, to the best of the knowledge of enCore after due inquiry, threatened against enCore or any enCore Subsidiary, no union representation question exists respecting the employees of enCore or any enCore Subsidiary and no collective bargaining agreement is in place or currently being negotiated by enCore or any enCore Subsidiary, neither enCore nor any enCore Subsidiary has received any notice of any unresolved matter and there are no outstanding orders under any employment or human rights legislation in any jurisdiction in which enCore or any enCore Subsidiary carries on business or has employees, other than as disclosed in the enCore Disclosure Letter, no employee has any agreement as to the length of notice required to terminate his or her employment with enCore or any enCore Subsidiary in excess of 24 months or equivalent compensation and all benefit and pension plans of enCore or any enCore Subsidiary are funded in accordance with applicable laws and no past service funding liability exist thereunder.

(rr) Employee Plans. Each material plan for retirement, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, pension, incentive or otherwise contributed to, or required to be contributed to, by enCore or any enCore Subsidiary for the benefit of any current or former officer, director, employee or consultant of enCore has been maintained in material compliance with the terms thereof and with the requirements prescribed by any and all statutes, orders, rules, policies and regulations that are applicable to any such plan.

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(ss) Key Person Compensation. The directors, officers and key employees of enCore and the compensation arrangements with respect to enCore’s Named Executive Officers are as disclosed in the enCore Public Records or enCore Disclosure Letter, and except as disclosed in the enCore Public Records or enCore Disclosure Letter there are no pension, profit sharing or other deferred compensation plans of any kind whatsoever affecting enCore.

(tt) Accruals. All material accruals for unpaid vacation pay, premiums for unemployment insurance, health premiums, federal or provincial pension plan premiums, accrued wages, salaries and commissions and payments for any plan for any officer, director, employee or consultant of enCore or any enCore Subsidiary have been accurately reflected in the books and records of enCore.

(uu) Work Stoppage. There has not been, and there is not currently, any labour trouble which is having a Material Adverse Effect or could reasonably be expected to have a Material Adverse Effect.

(x)Environmental Compliance. Except as disclosed in the enCore Disclosure Letter or enCore Public Records:

(i)the property, assets and operations of enCore and the enCore Subsidiaries comply in all material respects with all applicable Environmental Laws;

(ii)enCore and the enCore Subsidiaries have obtained all material licenses, permits, approvals, consents, certificates, registrations and other authorizations under all applicable Environmental Laws (the “Environmental Permits”) necessary as at the date hereof for the operation of the businesses as currently carried on by enCore and the enCore Subsidiaries, and each Environmental Permit is valid, subsisting and in good standing and, to the best knowledge of enCore, neither enCore nor any enCore Subsidiary is in material default or breach of any Environmental Permit and, to the best of the knowledge of enCore, no proceeding is pending or threatened to revoke or limit any Environmental Permit;

(iii)enCore and the enCore Subsidiaries do not have any knowledge of, and have not received any notice of, any material claim, judicial or administrative proceeding, pending or threatened against, or which may affect, either enCore or any enCore Subsidiary or any of the property, assets or operations thereof, relating to, or alleging any violation of any Environmental Laws, enCore is not aware of any facts which could give rise to any such claim or judicial or administrative proceeding and neither enCore nor any enCore Subsidiary nor any of the property, assets or operations thereof is the subject of any investigation, evaluation, audit or review by any Governmental Authority to determine whether any violation of any Environmental Laws has occurred or is occurring or whether any remedial action is needed in connection with a release of any Contaminant into the environment, except for compliance investigations conducted in the normal course by any Governmental Authority;

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(iv)enCore and the enCore Subsidiaries have not given or filed any notice under any federal, provincial or local law with respect to any Environmental Activity, none of enCore or any enCore Subsidiary has any material liability (whether contingent or otherwise) in connection with any Environmental Activity and, to the knowledge of enCore, no notice has been given under any federal, state, provincial or local law or of any material liability (whether contingent or otherwise) with respect to any Environmental Activity relating to or affecting enCore or any enCore Subsidiary or the property, assets, business or operations thereof;

(v)enCore and the enCore Subsidiaries do not store any hazardous or toxic waste or substance on the property thereof and have not disposed of any hazardous or toxic waste, in each case in a manner contrary to any Environmental Laws, and to the best of the knowledge of enCore , there are no Contaminants on any of the premises at which enCore or any enCore Subsidiary carries on business, in each case other than in compliance with Environmental Laws; and

(vi)enCore and the enCore Subsidiaries are not subject to any contingent or other material liability relating to non-compliance with Environmental Law.

(ww) Environmental Audits. There are no current environmental audits, evaluations, assessments, studies or tests relating to enCore except for ongoing assessments conducted by or on behalf of enCore in the ordinary course.

(xx)No Litigation. Other than as disclosed in enCore Disclosure Letter or enCore Public Records, there are no actions, suits, proceedings, inquiries or investigations existing, pending or, to the knowledge of enCore after due inquiry, threatened against any of the property or assets thereof, at law or equity, or before or by any court, federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which may result in a Material Adverse Effect or materially adversely affects the ability of any of them to perform the obligations thereof and none of enCore or any enCore Subsidiary is subject to any judgement, order, writ, injunction, decree, award, rule, policy or regulation of any Governmental Authority, which, either separately or in the aggregate, may result in a Material Adverse Effect or materially adversely affects the ability of enCore to perform its obligations under this Agreement.

(yy) Proceedings. The enCore Public Records contain the requisite disclosure with respect to whether any directors or officers of enCore is or has ever been subject to prior regulatory, criminal or bankruptcy proceedings in Canada or elsewhere.

(zz) Unlawful Payments. Neither enCore nor any of its enCore Subsidiaries nor, to the best knowledge of enCore, any director, officer, agent, employee or other person associated with or acting on behalf of enCore or any of its enCore Subsidiaries, has

(i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (iii) violated or is in violation of any provision of the Corruption of Foreign Officials Act (Canada) or the Foreign Corrupt Practices Act (United States), or

(iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

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(aaa) Anti-Money Laundering.

(i)The operations of enCore and the enCore Subsidiaries are and have been conducted, at all times, in material compliance with all applicable financial recordkeeping and reporting requirements of applicable anti-money laundering statutes of the jurisdictions in which enCore and the enCore Subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the "Anti-Money Laundering Laws"), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving enCore or any of the enCore Subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of enCore, threatened;

(ii)enCore has not, directly or indirectly: (i) made or authorized any contribution, payment or gift of funds or property to any official, employee or agent of any governmental agency, authority or instrumentality of any jurisdiction; or (ii) made any contribution to any candidate for public office, in either case where either the payment or the purpose of such contribution, payment or gift was, is or would be prohibited under the Canada Corruption of Foreign Public Officials Act (Canada) or the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) or the rules and regulations promulgated thereunder or under any other legislation of any relevant jurisdiction covering a similar subject matter applicable to enCore and its operations; and

(iii)enCore or, to the best knowledge of enCore , any director, officer, agent, employee, affiliate or person acting on behalf of enCore has not been or is not currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department and enCore will not directly or indirectly use, lend, contribute or otherwise make available any funds to enCore or to any affiliated entity, joint venture partner or other person or entity, to finance any investments in, or make any payments to, any country or person targeted by any of the sanctions of the United States.

(bbb) Intellectual Property. enCore or the enCore Subsidiary owns or possesses adequate enforceable rights to use all trademarks, copyrights and trade secrets used or proposed to be used in the conduct of the business thereof and, to the knowledge of enCore, after due inquiry, neither enCore nor any enCore Subsidiary is infringing upon the rights of any other person with respect to any such trademarks, copyrights or trade secrets and no other person has infringed any such trademarks, copyrights or trade secrets.

(ccc) Non-Arm’s Length Transactions. Except as disclosed in the enCore Disclosure Letter or enCore Public Records, neither enCore nor any enCore Subsidiary owes any amount to, nor has enCore or any enCore Subsidiary any present loans to, or borrowed any amount from or is otherwise indebted to, any officer, director, employee or securityholder of any of them or any person not dealing at “arm's length” (as such term is defined in the ITA) with any of them except for usual employee reimbursements and compensation paid or other advances of funds in the

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ordinary and normal course of the business of enCore or any enCore Subsidiary. Except usual employee or consulting arrangements made in the ordinary and normal course of business, neither enCore nor any enCore Subsidiary is a party to any contract, agreement or understanding with any officer, director, employee or securityholder of any of them or any other person not dealing at arm's length with enCore and the enCore Subsidiaries. No officer, director or employee of enCore or any enCore Subsidiary and no person which is an affiliate or associate of any of the foregoing persons, owns, directly or indirectly, any interest (except for shares representing less than 5% of the outstanding shares of any class or series of any publicly traded company) in, or is an officer, director, employee or consultant of, any person which is, or is engaged in, a business competitive with the business of enCore or any enCore Subsidiary which could have a material adverse effect on the ability to properly perform the services to be performed by such person for enCore or any enCore Subsidiary. Except as described in the enCore Disclosure Letter or enCore Public Records, no officer, director, employee or securityholder of enCore or any enCore Subsidiary has any cause of action or other claim whatsoever against, or owes any amount to, enCore or any enCore Subsidiary except for claims in the ordinary and normal course of the business of enCore or any enCore Subsidiary such as for accrued vacation pay or other amounts or matters which would not be material to enCore.

(ddd) Minute Books. The minute books of enCore and the enCore Subsidiaries, all of which have been or will be made available to Azarga or counsel to Azarga, are complete and accurate in all material respects, except for minutes of board meetings or resolutions of the board of directors that have not been formally approved by the board of directors or items in the minute book that are not current, but which are not material in the context of enCore and the enCore Subsidiaries on a consolidated basis.

(eee) Commission. There is no person acting or purporting to act at the request or on behalf of enCore that is entitled to any brokerage or finder’s fee in connection with the transactions contemplated by this Agreement.

1.2Survival of Representations and Warranties

The representations and warranties of enCore contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

ARTICLE 5 COVENANTS

1.1Covenants of Azarga Regarding the Conduct of Business

Azarga covenants and agrees that from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except as expressly contemplated or permitted by this Agreement, required by applicable Law or Governmental Authority or consented to by enCore in writing:

(a)the business of Azarga and the Azarga Subsidiaries shall be conducted in the ordinary course of business consistent with past practice or as set forth in the Azarga Disclosure Letter;

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(b)it will use commercially reasonable efforts to preserve intact its business organization and goodwill and to maintain satisfactory relationships with contractors, suppliers, agents and others having business relationships with Azarga;

(c)it will not:

(i)directly or indirectly, take or permit any action that would, or that reasonably may be expected to, be inconsistent with, interfere with or significantly impede the completion of the Arrangement or the transactions contemplated under this Agreement, or would render, or that reasonably may be expected to render, any representation or warranty of Azarga to be untrue in any material respect at any time prior to the Effective Time as if made at that time;

(ii)issue any Azarga Shares or securities or financial instruments convertible or exercisable into Azarga Shares other than: (A) pursuant to the exercise of outstanding Azarga Options and Azarga Warrants, or Azarga Options granted after the date hereof in the ordinary course of business consistent with past practice under the Azarga Stock Option Plan, (B) pursuant to transactions in the ordinary course of business consistent with past practice between two or more Azarga Subsidiaries or between Azarga and one or more Azarga Subsidiary, or (C) as required under Applicable Law or any existing agreement, employee share purchase plan, director services agreement or other existing plan or agreement of Azarga as disclosed in the Azarga Disclosure Letter;

(iii)subdivide, combine or reclassify any of its outstanding securities, or declare, set aside or pay any dividend or other distribution payable in cash, securities, property, assets or otherwise with respect to its securities; or

(iv)reorganize, amalgamate, enter into an arrangement with or merge, or agree with any other person to reorganize, amalgamate, enter into an arrangement with or merge;

(d)it will promptly inform enCore of:

(i)any circumstance or development that, to the knowledge of Azarga, would constitute, or which could reasonably be expected to become, a Material Adverse Change in respect of Azarga;

(ii)any event occurring prior to the Effective Time that, to the knowledge of Azarga, would render any representation or warranty of Azarga herein untrue in any material respect if made on and as of the Effective Date; or

(iii)any breach by Azarga of its material obligations under this Agreement;

(e)it will use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent set forth in Section 6.1 and 6.2 to the extent that satisfaction of such conditions precedent is within Azarga's control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the Arrangement, including Azarga's commercially reasonable efforts to:

(i)obtain all necessary waivers, consents and approvals required to be obtained by it from any other parties to the agreements, arrangements,

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commitments or understandings to which Azarga is a party or by which Azarga or any of its properties or assets is bound;

(ii)obtain all necessary consents, approvals and authorizations as are required to be obtained by it under any applicable Laws;

(iii)effect all necessary registrations and filings and submissions of information requested by Governmental Authorities required to be effected by it in connection with the Arrangement and participate and appear in any proceedings of any Party before Governmental Authorities in respect to the Arrangement;

(iv)oppose, lift or rescind any injunction or restraining order or other order or action seeking to stop, or otherwise adversely affecting the ability of the Parties to consummate the Arrangement or the other transactions contemplated hereby;

(v)fulfill all conditions and satisfy all provisions of this Agreement and the Arrangement; and

(vi)cooperate with enCore in connection with the performance of its obligations hereunder;

(f)it will make or cooperate as necessary in the making of all other necessary filings and applications under all applicable Laws required in connection with the Arrangement and the transactions contemplated herein;

(g)it will use its reasonable commercial efforts to conduct its affairs so that all of its representations and warranties contained herein will be true and correct in all material respects on and as of the Effective Date as if made thereon;

(h)it shall keep enCore fully informed as to all material decisions, actions or commitments required to be made with respect to the operations of the business of Azarga and the Azarga Subsidiaries;

(i)it will provide enCore and enCore’s Representatives with such information concerning Azarga and its properties, assets and businesses as enCore may reasonably request and such access to the mineral properties, books and records of Azarga (including without limitation, any technical reviews of such mineral properties prepared by Azarga or any of its consultants, service providers or financiers) as enCore may reasonably require, and shall do, and shall take commercially reasonable efforts to ensure that enCore’s assumption of control and management of Azarga occurs in an orderly manner, without unnecessary disruptions, at the Effective Time; and

(j)it will use commercially reasonable efforts to obtain an executed Azarga Support Agreement from each director and senior officer of Azarga.

1.2Covenants of enCore Regarding the Conduct of Business

enCore covenants and agrees that from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except as expressly contemplated or permitted by this Agreement, required by applicable Law or Governmental Authority or consented to by Azarga in writing:

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(a)the business of enCore and the enCore Subsidiaries shall be conducted in the ordinary course of business consistent with past practice or as set forth in the enCore Disclosure Letter;

(b)it will use commercially reasonable efforts to preserve intact its business organization and goodwill and to maintain satisfactory relationships with contractors, suppliers, agents and others having business relationships with enCore;

(c)it will not:

(i)directly or indirectly, take or permit any action that would, or that reasonably may be expected to, be inconsistent with, interfere with or significantly impede the completion of the Arrangement or the transactions contemplated under this Agreement, or would render, or that reasonably may be expected to render, any representation or warranty of enCore to be untrue in any material respect at any time prior to the Effective Time as if made at that time;

(ii)except as set forth in the enCore Disclosure Letter, issue any enCore Shares or securities or financial instruments convertible or exercisable into enCore Shares other than: (A) pursuant to the exercise of outstanding enCore Options, and enCore Warrants, or enCore Options granted after the date hereof in the ordinary course of business consistent with past practice under the enCore Stock Option Plan, (B) pursuant to transactions in the ordinary course of business consistent with past practice between two or more enCore Subsidiaries or between enCore and one or more enCore Subsidiary, or (C) as required under Applicable Law or any existing agreement;

(iii)except as set forth in the enCore Disclosure Letter, subdivide, combine or reclassify any of its outstanding securities, or declare, set aside or pay any dividend or other distribution payable in cash, securities, property, assets or otherwise with respect to its securities; or

(iv)reorganize, amalgamate, enter into an arrangement with or merge, or agree with any other person to reorganize, amalgamate, enter into an arrangement with or merge;

(d)it will promptly inform Azarga of:

(i)any circumstance or development that, to the knowledge of enCore, would constitute, or which could reasonably be expected to become, a Material Adverse Change in respect of enCore;

(ii)any event occurring prior to the Effective Time that, to the knowledge of enCore, would render any representation or warranty of enCore untrue in any material respect if made on and as of the Effective Date; or

(iii)any breach by enCore of its material obligations under this Agreement;

(e)it will use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent set forth in Section 6.1 and 6.3 to the extent that satisfaction of such conditions precedent is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the Arrangement, including its commercially reasonable efforts to:

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(i)obtain all necessary waivers, consents and approvals required to be obtained by it from other parties and other agreements, arrangements, commitments, or understandings to which enCore or any of its Subsidiaries is a party or by which enCore, any of its Subsidiaries or any of their respective properties or assets is bound;

(ii)obtain all necessary consents, approvals and authorizations as are required to be obtained by it under any applicable Laws,

(iii)effect all necessary registrations and filings and submissions of information requested by Governmental Authorities required to be effected by it in connection with the Arrangement and participate and appear in any proceedings of any Party before Governmental Authorities in respect to the Arrangement;

(iv)oppose, lift or rescind any injunction or restraining order or other order or action seeking to stop, or otherwise adversely affecting the ability of the Parties to consummate the Arrangement or the other transactions contemplated hereby;

(v)fulfil all conditions and satisfy all provisions of this Agreement and the Arrangement; and

(vi)cooperate with Azarga in connection with the performance of its obligations hereunder;

(f)it will make or cooperate as necessary in the making of all other necessary filings and applications under all applicable Laws required in connection with the Arrangement and the other transactions contemplated herein; and

(g)it will use its reasonable commercial efforts to conduct its affairs so that all of its representations and warranties contained herein will be true and correct in all material respects on and as of the Effective Date as if made thereon.

1.3Covenants of enCore Relating to the Arrangement

enCore covenants and agrees that until the Effective Time or the earlier termination of this Agreement in accordance with its terms, except as expressly contemplated or permitted in this Agreement or consented to by Azarga in writing, it will, and will cause its Subsidiaries and Representatives to:

(a)subject to applicable Laws, except for non-substantive communications, furnish promptly to Azarga a copy of each notice, report, schedule or other document or communication delivered, filed or received by enCore in connection with any dealings with Governmental Authorities in connection with, or in any way affecting, the Arrangement or the other transactions contemplated herein;

(b)prepare and file with all applicable securities commissions or similar securities regulatory authorities of Canada, and the United States, all necessary applications to seek exemptions, if required, from the prospectus, registration and other requirements of the Applicable Securities Laws of the provinces of Canada and the United States for the issue by enCore of enCore Shares pursuant to the Arrangement and the resale of such securities (other than by "control persons" of enCore, as that term or its equivalent is used in applicable Canadian Securities Laws, or "affiliates" of enCore as that term is used in the U.S. Securities Act);

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(c)use commercially reasonable efforts to obtain, as soon as possible following execution of this Agreement, all third-party consents, approvals and provide any notices required under any of the enCore Material Contracts and all Key Third Party Consents;

(d)at or prior to the Effective Time, allot and reserve for issuance a sufficient number of enCore Shares to meet the obligations of enCore under the Arrangement (including upon the exercise of the Replacement Options and Azarga Warrants);

(e)at or prior to the Effective Time, create and grant a sufficient number of Replacement Options to meet the obligations of enCore under the Arrangement;

(f)take all necessary actions to have the enCore Post-Consolidated Shares issued in connection with the Arrangement and upon the exercise of the Replacement Options and Azarga Warrants listed and posted for trading on the TSXV; and

(g)take all necessary actions to give effect to the enCore Share Consolidation immediately upon completion of the Arrangement.

ARTICLE 6 CONDITIONS

1.1Mutual Conditions Precedent

The respective obligations of the Parties to complete the transactions contemplated herein are subject to the fulfilment of the following conditions at or prior to the Effective Time, each of which may only be waived, in whole or in part, with the mutual consent of the Parties:

(a)the Court shall have granted the Interim Order in form and substance satisfactory to enCore and Azarga, acting reasonably, and the Interim Order shall not have been set aside or modified in a manner unacceptable to enCore or Azarga, each acting reasonably, on appeal or otherwise;

(b)the Azarga Shareholders shall have approved the Arrangement Resolution at the Azarga Meeting in accordance with the Interim Order, the articles and by-laws of Azarga and any Applicable Laws, and the Arrangement Resolution shall not have been rescinded or amended in a manner unacceptable to enCore or Azarga, acting reasonably;

(c)the Court shall have granted the Final Order in form and substance satisfactory to both enCore and Azarga, acting reasonably, and will not have been modified or set aside in a manner that is unacceptable to enCore or Azarga, acting reasonably, on appeal or otherwise;

(d)there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order of Law or under any applicable legislation, against enCore or Azarga which shall prevent the consummation of the Arrangement;

(e)there shall have been no action taken under any Applicable Law or by any Governmental Authority which makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the completion of the Arrangement;

(f)the TSXV shall have conditionally approved the listing thereon of the enCore Shares to be issued to Azarga Shareholders pursuant to the Arrangement and the enCore Shares issuable pursuant to the Replacement Options and Azarga Warrants, subject only to such conditions, including the filing of documentation, as are acceptable to enCore and Azarga, acting reasonably;

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(g)any approval from the TSX which is required to complete the Arrangement or the other transactions contemplated herein shall have been obtained, subject only to such conditions, including the filing of documentation, as are acceptable to enCore and Azarga, acting reasonably;

(h)each of the Key Third Party Consents shall have been obtained and remain in force, and for the avoidance of doubt, the Parties agree that, as of the date of this Agreement, all Key Third Party Consents have been obtained and remain in full force;

(i)the distribution of the Consideration Securities pursuant to the Arrangement shall

(i) be exempt from registration and prospectus requirements of applicable Canadian Securities Laws, and (ii) except with respect to persons deemed to be “control persons” of enCore or the equivalent under Canadian Securities Laws, the enCore Shares to be distributed in Canada pursuant to the Arrangement shall not be subject to any resale restrictions under applicable Canadian Securities Laws; and

(j)the distribution of the Consideration Securities pursuant to the Arrangement shall be exempt from the registration requirements of the U.S. Securities Act and, except with respect to persons who are “affiliates” (as that term is used in the U.S. Securities Act) of enCore, the enCore Shares to be issued in the United States pursuant to the Arrangement shall not be subject to resale restrictions under the

U.S. Securities Laws; provided, however, that Azarga shall not be entitled to rely on the provisions of this Subsection 6.1(j) in failing to consummate the Arrangement in the event that Azarga fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the foregoing exemption, that enCore will rely on the foregoing exemption based on the Court’s approval of the Arrangement (including the fairness thereof).

The conditions precedent in this Section 6.1 are for the mutual benefit of the Parties and may be waived, in whole or in part, at any time if waived by both Parties, such waiver being without prejudice to any other rights that each Party may have.

1.2Conditions to Obligations of enCore

The obligations of enCore to complete the transactions contemplated herein are subject to the fulfilment of the following conditions at or prior to the Effective Time:

(a)the representations and warranties of Azarga set forth in this Agreement shall be true and correct, without regard to any materiality or Material Adverse Effect qualifications contained in them, as of the Effective Time, as though made on and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), except where any failure or failures of any such representations to be so true and correct individually or and in the aggregate, has not had or would not have a Material Adverse Effect on Azarga; and enCore shall have received a certificate of two senior officers of Azarga (in each case without personal liability) addressed to enCore and dated as of the Effective Date confirming the same, such certificate to be in a form and substance satisfactory to enCore, acting reasonably;

(b)all covenants of Azarga under this Agreement to be performed on or before the Effective Time shall have been duly performed by Azarga in all material respects, and enCore shall have received a certificate of two senior officers of Azarga (in each case without personal liability) addressed to enCore and dated as of the Effective

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Date confirming the same, such certificate to be in a form and substance satisfactory to enCore, acting reasonably;

(c)from the date of this Agreement to the Effective Date, there shall not have occurred, any Material Adverse Effect with respect to Azarga, and enCore shall have received a certificate of two senior officers of Azarga (in each case without personal liability) addressed to enCore and dated as of the Effective Date confirming the same, such certificate to be in a form and substance satisfactory to enCore, acting reasonably; and

(d)Holders of no more than 5% of the outstanding Azarga Shares shall have exercised Dissent Rights (or, if exercised, remain unwithdrawn), and enCore shall have received a certificate dated the Effective Date setting out in detail all Dissent Rights exercised or purported to have been exercised.

The foregoing conditions precedent are for the benefit of enCore and may be waived, in whole or in part, by enCore in writing at any time.

1.3Conditions to Obligations of Azarga

The obligation of Azarga to complete the transactions contemplated herein is subject to the following conditions on or before the Effective Date or such other time as specified below:

(a)the representations and warranties of enCore set forth in this Agreement shall be true and correct, without regard to any materiality or Material Adverse Effect qualifications contained in them, as of the Effective Time as though made on and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), except where any failure or failures of any such representations to be so true and correct individually and in the aggregate, has not had or would not have a Material Adverse Effect on enCore; and Azarga shall have received a certificate of two senior officers of enCore (in each case without personal liability) addressed to Azarga and dated as of the Effective Date confirming the same, such certificate to be in a form and substance satisfactory to Azarga, acting reasonably;

(b)all covenants of enCore under this Agreement to be performed on or before the Effective Time shall have been duly performed by enCore in all material respects, and Azarga shall have received a certificate of two senior officers of enCore (in each case without personal liability) addressed to Azarga and dated as of the Effective Date confirming the same, such certificate to be in a form and substance satisfactory to Azarga, acting reasonably;

(c)from the date of this Agreement to the Effective Date, there shall not have occurred a Material Adverse Effect with respect to enCore, and Azarga shall have received a certificate of two senior officers of enCore (in each case without personal liability) addressed to Azarga and dated as of the Effective Date confirming the same, such certificate to be in a form and substance satisfactory to Azarga, acting reasonably;

(d)enCore will have allotted and issued the enCore Shares to be exchanged for Azarga Shares pursuant to the Arrangement and delivered duly executed and countersigned certificates representing such enCore Shares to the Depositary in accordance with the terms of the Arrangement and the Depositary Agreement;

(e)enCore will have granted the Replacement Options in exchange for the Azarga Options, as at the Effective Time pursuant to the Arrangement and will have

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executed and delivered counterparts for stock option agreements in respect of such Replacement Options; and

(f)enCore shall have delivered evidence to Azarga, acting reasonably, of the conditional approval of the listing and posting for trading on the TSXV of the enCore Shares to be issued pursuant to the Arrangement and upon the exercise of Replacement Options and Azarga Warrants.

The foregoing conditions precedent are for the benefit of Azarga and may be waived, in whole or in part, by Azarga in writing at any time.

1.4Co-operation

Each of the Parties shall use all reasonable commercial efforts to satisfy each of the conditions precedent to its obligations and take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable under Applicable Laws, to permit the completion of the Arrangement and the other transactions contemplated in this Agreement in accordance with the provisions of this Agreement and to complete and make effective the Arrangement and the other transactions contemplated in this Agreement and to co-operate with each other in connection with the foregoing.

1.5Notice and Cure

(a)Each Party shall give prompt notice to the other Party of the occurrence, or failure to occur, at any time from the date hereof until the Effective Date, of any event or state of facts which occurrence or failure would be likely to or could:

(i)cause any of the representations or warranties of such Party contained herein to be untrue or inaccurate in any material respect between the date hereof and the Effective Date;

(ii)result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such Party prior to the Effective Date; or

(iii)result in the failure to satisfy any of the conditions precedent in favour of the other Party contained in Section 6.1, 6.2 or 6.3, as the case may be.

(b)enCore may not exercise its right to terminate this Agreement pursuant to Subsection 10.2(d)(i) and Azarga may not exercise its right to terminate this Agreement pursuant to Subsection 10.2(c)(i) unless the Party seeking to terminate this Agreement shall have delivered a written notice to the other Parties specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the termination right. If any such notice is delivered, providing that a Party is diligently proceeding to cure such matter and such matter is reasonably capable of being cured, no Party may exercise such termination right until the earlier of (i) the Outside Date and (ii) the date that is fifteen (15) Business Days following receipt of such notice by the Party to whom the notice was delivered (except that no cure period shall be provided for a breach that, by its nature, cannot be cured and in no event shall any cure period extend beyond the Outside Date), if such matter has not been cured by such date. If such notice has been delivered prior to the making of the application for the Final Order, such application shall, unless the Parties agree otherwise, be postponed or adjourned until the expiry of such period.

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1.6Merger of Conditions

The conditions in Sections 6.1, 6.2 and 6.3 shall be conclusively deemed to have been satisfied, waived or released at the Effective Time as contemplated herein.

ARTICLE 7

NON-SOLICITATION, RIGHT TO MATCH AND TERMINATION FEE

1.1Non-Solicitation

(a)Except as expressly provided in this Article 7, Azarga agrees that it shall not, directly or indirectly, through any Representative, or otherwise, and shall not permit any such Representative to:

(i)solicit, assist, initiate, encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any information, permitting any visit to any facilities or properties of Azarga or any Azarga Subsidiary, including any material mineral properties, or entering into any form of written or oral agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal or potential Acquisition Proposal;

(ii)enter into or otherwise engage or participate in any discussions or negotiations with any person (other than enCore and its affiliates) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal or potential Acquisition Proposal;

(iii)make a Change in Recommendation; or

(iv)accept, approve, endorse or recommend, or propose to accept, approve, endorse or recommend, or take no position or remain neutral with respect to, any Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal for a period of no more than five (5) Business Days following the formal announcement of such Acquisition Proposal shall not be considered to be in violation of this Section 7.1 provided the Party’s Board has rejected such Acquisition Proposal and affirmed its recommendation in favour of the Arrangement before the end of such five (5) Business Day period).

(b)Azarga shall, and shall cause its Subsidiaries and its Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiations, or other activities commenced prior to the date of this Agreement with any person with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal or potential Acquisition Proposal, and in connection therewith shall:

(i)discontinue access to and disclosure of all information, including any data room and any non-public or confidential information, properties, facilities, books and records of Azarga or any Azarga Subsidiary; and

(ii)if requested in writing by enCore, request and exercise all rights it has to require: (A) the return or destruction of copies of any information regarding Azarga or any Azarga Subsidiary provided to any person other than enCore, and (B) the destruction of all material including or incorporating or

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otherwise reflecting such information regarding Azarga or any Azarga Subsidiary, using all necessary efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements.

(c)Azarga represents and warrants that it has not waived any confidentiality, standstill or similar agreement or restriction to which it or any of its Subsidiaries is a party, except to permit submissions of expressions of interest prior to the date of this Agreement, and further covenants and agrees: (i) that Azarga shall take all necessary action to enforce each confidentiality, standstill or similar agreement or restriction to which Azarga or any of its Subsidiaries is a party, and (ii) that neither Azarga nor any of the Azarga Subsidiaries or any of their respective Representatives have or will, without the prior written consent of enCore (which may be withheld or delayed in Azarga’s sole and absolute discretion), release any person from, or waive, amend, suspend or otherwise modify such person’s obligations respecting Azarga or any of its Subsidiaries under any confidentiality, standstill or similar agreement or restriction to which Azarga or any of its Subsidiaries is a party.

(d)Notwithstanding Subsection 7.1(a) hereof and any other provision of this Agreement, if at any time following the date of this Agreement and prior to obtaining the approval of such the Azarga Shareholders at the Azarga Meeting, Azarga or any of its Subsidiaries receives a request for material non-public information, or to enter into discussions, from a Person that proposes an unsolicited bona fide written Acquisition Proposal that did not result from a breach of this Article 7 and Azarga’s Board determines in good faith that such Acquisition Proposal constitutes or would reasonably be expected to constitute an Azarga Superior Proposal; then Azarga may: (i) provide the Person making such Acquisition Proposal with access to material non-public information regarding Azarga and its Subsidiaries; and/or (ii) enter into, participate, facilitate and maintain discussions or negotiations with, and otherwise cooperate with or assist, the Person making such Acquisition Proposal, provided that Azarga shall not, and shall not allow any of its Subsidiaries or Representatives to disclosure any non-public information without having (A) entered into a confidentiality and standstill agreement on substantially the same terms as the Confidentiality Agreement, including a standstill provision at least as stringent as contained in the Confidentiality Agreement, provided, however that such confidentiality and standstill agreement shall not preclude such Person from making an Azarga Superior Proposal and no such agreement shall be required if such Person is already party to a confidentially agreement with Azarga promptly upon execution to the other Party; and (B) provided to the other Party a list of and access to the information made or to be made available to such Person. Any such confidentiality and standstill agreement may not include any provision calling for an exclusive right to negotiate with Azarga and may not restrict Azarga or any of its Subsidiaries from complying with Article 7.

(e)If Azarga or any of its Subsidiaries or Representatives receives an Acquisition Proposal, Azarga shall promptly (and in any event within 24 hours) notify enCore, at first orally and then in writing, of such Acquisition Proposal, including a description of its material terms and conditions; the identity of all persons making the Acquisition Proposal; copies of all documents, correspondence or other material received in respect of, from or on behalf of any such person in respect of the Acquisition Proposal; and any other information which enCore may reasonably request. Azarga shall keep enCore promptly and fully informed of the status of

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developments and negotiations with respect to such Acquisition Proposal, including any changes, modifications or other amendments to any such Acquisition Proposal.

(f)Azarga shall ensure that its Subsidiaries and Representatives are aware of the provisions of this Section 7.1 and it shall be responsible for any breach of such provisions by any of such persons.

1.2Superior Proposal and Right to Match

(a)If Azarga receives an Azarga Superior Proposal prior to the approval of the Arrangement Resolution by the Azarga Shareholders, Azarga may enter into a definitive agreement with respect to such Azarga Superior Proposal, provided that:

(i)the person making the Azarga Superior Proposal was not restricted from making such Azarga Superior Proposal pursuant to an existing standstill or similar restriction;

(ii)Azarga has complied in all material respects with its obligations under this Article 7;

(iii)Azarga has delivered to enCore a written notice of the determination of Azarga’s Board that such Acquisition Proposal constitutes an Azarga Superior Proposal and of the intention of Azarga’s Board to enter into such definitive agreement (the “Superior Proposal Notice”);

(iv)at least five (5) Business Days (the “Matching Period”) have elapsed from the date that is the later of: (A) the date on which enCore received the Superior Proposal Notice; and (B) the date on which enCore received a copy of such Acquisition Proposal from Azarga; and

(v)if enCore has offered to amend this Agreement and the Arrangement under Section 7.2(b), the Azarga Board has determined in good faith that such Acquisition Proposal continues to constitute an Azarga Superior Proposal compared to the terms of the Arrangement as proposed to be amended by enCore under Section 7.2(b).

(b)During the Matching Period, or such longer period as Azarga may approve in writing for such purpose, enCore shall have the right, but not the obligation, to offer to amend the terms of this Agreement and the Plan of Arrangement. Azarga’s Board shall review any proposal made by enCore to amend the terms of this Agreement and the Plan of Arrangement in good faith in order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal previously constituting an Azarga Superior Proposal ceasing to be an Azarga Superior Proposal. If Azarga’s Board determines that such Acquisition Proposal would cease to be an Azarga Superior Proposal, then Azarga shall promptly so advise enCore and the Parties shall amend this Agreement to reflect such proposal made by enCore, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing and to reaffirm its recommendation of the Arrangement by the prompt issuance of a press release to that effect. If Azarga’s Board determines in good faith that such Acquisition Proposal remains an Azarga Superior Proposal it may enter into a definitive agreement in respect of such Azarga Superior Proposal provided that it pays the Termination Fee pursuant to this Agreement.

(c)Each successive amendment to any Acquisition Proposal that results in an increase in the consideration to be received by the holders of Azarga’s securities shall

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constitute a new Acquisition Proposal for the purposes of this Section 7.2, and enCore shall be afforded a new five (5) Business Day Matching Period from the later of the date on which enCore received the Superior Proposal Notice and a copy of the Acquisition Proposal in respect of each such new Acquisition Proposal.

(d)If Azarga provides a Superior Proposal Notice to enCore on a date that is less than ten (10) days before the Azarga Meeting and the Matching Period has not elapsed, then Azarga, subject to applicable laws, at enCore’s request the Parties will postpone the Azarga Meeting, to a date acceptable to the Parties, acting reasonably, which shall not be more than fifteen (15) days after the scheduled date of the Azarga Meeting (and in any event, prior to the Outside Date). In the event that the Parties amend the terms of this Agreement pursuant to Section 7.2(b), the Parties shall ensure that the details of such amendment are communicated to the Azarga Shareholders prior to the resumption or convening of the postponed Azarga Meeting.

1.3Termination Fee

(a)If:

(i)Azarga shall terminate this Agreement pursuant to Subsection 10.2(c)(ii) in order to enter into a definitive written agreement with respect to an Azarga Superior Proposal;

(ii)enCore shall terminate this Agreement pursuant to Subsection 10.2(d)(ii) (but not including a termination by enCore pursuant to Subsection 10.2(d)(ii) in circumstances where the Change in Recommendation resulted from the occurrence of a Material Adverse Effect in respect of enCore);

(iii)either Party shall terminate this Agreement pursuant to Subsection 10.2(b)(i), but only if prior to such Azarga Meeting, a bona fide Acquisition Proposal, or the intention to make a bona fide Acquisition Proposal with respect to Azarga, has been publicly announced and not withdrawn and within 12 months of the date of such termination: (A) such Acquisition Proposal is consummated by Azarga; or (B) Azarga and/or one or more of its Subsidiaries enters into a definitive agreement in respect of, or the Azarga Board approves or recommends, such Acquisition Proposal and that transaction is consummated at any time thereafter, provided that, for the purposes of this Subsection 7.3(a)(iii), all references to “20%” in the definition of “Acquisition Proposal” shall be deemed to be references to “50%”.

then, in any such case, Azarga shall pay to enCore by wire transfer the Termination Fee in immediately available funds to an account designated by enCore, prior to or concurrent with the termination of this Agreement.

(b)For greater certainty, Azarga shall not be obligated to make more than one payment pursuant to Subsections 7.3(a).

(c)Each Party acknowledges that the amount set out in this Section 7.3 in respect of the Termination Fee represents liquidated damages which are a genuine pre-estimate of the damages, including opportunity costs, which enCore shall suffer or incur as a result of the event giving rise to such damages and resultant termination of this Agreement, and is not a penalty. Azarga irrevocably waives any respective rights it

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may have to raise as a defence that any such liquidated damages are excessive or punitive.

ARTICLE 8 INDEMNIFICATION AND INSURANCE

1.1Indemnification of Directors and Officers

enCore shall directly honour all rights to indemnification or exculpation now existing in favour of all present and former officers and directors (together with their respective heirs, executors or administrators) of Azarga and its Subsidiaries and enCore and Azarga acknowledge and agree that all such rights shall survive the completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms without modification.

1.2Insurance

Prior to the Effective Date Azarga shall, and shall cause its Subsidiaries to, purchase customary "tail" or "run off" directors' and officers' liability insurance providing protection no less favourable to the protection provided by the policies maintained by Azarga and its Subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date for a period of six years from the Effective Date and enCore shall cause Azarga and the Azarga Subsidiaries to maintain such policies in effect without any reduction in scope or coverage for six years following the Effective Date.

1.3Beneficiaries

This Article 8 shall survive the consummation of the Arrangement and is intended to be for the benefit of, and shall be enforceable by, each insured or indemnified person and their respective heirs, executors, administrators and personal representatives and shall be binding on enCore, Azarga and their respective successors and assigns, and, Azarga hereby confirms that it is acting as agent and trustee on behalf of the persons described above.

ARTICLE 9 AMENDMENT AND WAIVER

1.1Amendment

Subject to the provisions of the Interim Order, the Plan of Arrangement and Applicable Laws, this Agreement may, at any time, and from time to time before and after the holding of the Azarga Meeting but not later than the Effective Date, be amended by written agreement of the Parties without further notice to or authorization on the part of the Azarga Shareholders, and any such amendment may without limitation:

(a)change the time for performance of any of the obligations or acts of any of the Parties;

(b)waive any inaccuracies or modify any representation or warranty contained herein or in any documents to be delivered pursuant hereto;

(c)waive compliance with or modify any of the covenants or conditions herein contained or waive or modify performance of any of the obligations of any of the Parties hereto;

(d)waive compliance with or modify any mutual conditions precedent set out herein; and

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(e)complete or modify any Schedule of this Agreement, whether or not it is in substantially the form attached hereto.

1.2Waiver

(a)At any time prior to the Effective Date, any Party may:

(i)extend the time for the performance of any of the obligations or other acts of the other Party; or

(ii)waive compliance with any of the covenants or agreements of the other Party or with any conditions to its own obligations, but in each case only to the extent such obligations, agreements and conditions are intended for its benefit.

(b)No waiver of any of the provisions of this Agreement shall constitute a waiver of any other provision (whether or not similar). No waiver shall be binding unless executed in writing by the Party to be bound by the waiver. A Party’s failure or delay in exercising any right under this Agreement shall not operate as a waiver of that right. A single or partial exercise of any right shall not preclude a Party from any other or further exercise of that right or the exercise of any other right under this Agreement.

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1.1Term

ARTICLE 10 TERMINATION

This Agreement shall be effective from the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms.

1.2Termination

This Agreement may be terminated and the Arrangement may be abandoned at any time prior to the Effective Time:

(a)by mutual written consent of enCore and Azarga;

(b)by either enCore or Azarga upon notice by either one to the other if:

(i)if the Arrangement Resolution shall not have been approved or adopted by the Azarga Shareholders at the Azarga Meeting in accordance with the Interim Order;

(ii)if, after the date hereof, any final and non-appealable Applicable Law shall be effected by a Governmental Authority of competent jurisdiction that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins any of the Parties from consummating the Arrangement; or

(iii)if the Effective Date does not occur on or prior to the Outside Date, provided that the failure of the Effective Date to so occur is not due to the failure of the Party seeking to terminate this Agreement pursuant to this Section 10.2(b)(iii) to perform or observe the covenants and agreements of such Party set forth herein;

(c)By Azarga:

(i)subject to Section 6.5, if (A) enCore has not performed any of its covenants or obligations under this Agreement; or (B) enCore has breached any

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representation or warranty of enCore set out in this Agreement, in each case, that would cause one or more conditions set forth in Sections 6.1 or 6.3 not to be satisfied, and such conditions are incapable of being satisfied by the Outside Date, provided that Azarga is not then in breach of this Agreement so as to cause any of the conditions set forth in Sections 6.1 or 6.2 not to be satisfied;

(ii)in order to enter into a binding written definitive agreement with respect to a Azarga Superior Proposal in compliance with Sections 7.1 and 7.2, provided that Azarga has paid the Termination Payment to enCore;

(iii)any of the conditions set forth in Sections 6.1 or 6.3 is not satisfied, and such condition is incapable of being satisfied by the Outside Date; or

(iv)there has occurred a Material Adverse Effect in respect of enCore which is incapable of being cured on or prior to the Outside Date.

(d)by enCore:

(i)subject to Section 6.5, if (A) Azarga has not complied in all material respects with its covenants or obligations under this Agreement; or (B) Azarga has breached any representation or warranty of Azarga set out in this Agreement, in each case, that would cause one or more conditions set forth in Sections 6.1 or 6.2 not to be satisfied, and such conditions are incapable of being satisfied by the Outside Date, provided that enCore is not then in breach of this Agreement so as to cause any of the conditions set forth in Sections 6.1 or 6.2 not to be satisfied;

(ii)if prior to the Effective Time: (A) the Azarga Board shall have made a Change in Recommendation; (B) Azarga shall have accepted or entered into or publicly proposes to accept or enter into (other than a confidentiality and standstill agreement permitted by Section 7.1) a legally binding written agreement, arrangement or understanding with respect to an Acquisition Proposal; or (C) Azarga breaches Article 7 in any material respect;

(iii)any of the conditions set forth in Sections 6.1 or 6.2 is not satisfied, and such condition is incapable of being satisfied by the Outside Date; or

(iv)there has occurred a Material Adverse Effect in respect of Azarga which is incapable of being cured on or prior to the Outside Date.

1.3Effect of Termination

If the termination rights are exercised in accordance with Section 10.1, written notice thereof shall be given to the other Party, specifying the provisions hereof pursuant to which such termination is made and except as set out in this Section 10.3, Sections 7.3, 10.1, and Article 11, which provisions shall survive the termination of this Agreement, no Party shall have any further liability to perform its obligations under this Agreement. Each Party hereby agrees that, upon any termination of this Agreement under circumstances where enCore is entitled to the Termination Fee and such Termination Fee is paid in full to enCore, enCore shall be precluded from any other remedy against Azarga, at law or in equity or otherwise, and enCore shall not seek to obtain any recovery, judgment, or damages of any kind, including consequential, indirect, or punitive damages, against Azarga or any of it's Subsidiaries, or any of their respective directors, officers, employees, partners, managers, members, shareholders or affiliates in connection with this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, no termination of this

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Agreement and nothing in this Section 10.3 shall relieve any Party to this Agreement of liability for willful or intentional breach or any liability arising prior to such termination.

1.4Remedies

Subject to Section 10.3, the Parties acknowledge and agree that an award of money damages would be inadequate for any breach of this Agreement by any Party or its Representatives and any such breach would cause the non-breaching Party irreparable harm. Accordingly, the Parties agree that prior to the termination of this Agreement pursuant to Section 10.2, in the event of any breach or threatened breach of this Agreement by one of the Parties, the non-breaching Party will be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific performance. Such remedies will not be the exclusive remedies for any breach of this Agreement but will be in addition to all other remedies available at law or equity to each of the Parties.

ARTICLE 11 GENERAL

1.1Access to Information and Confidentiality

From the date hereof until the earlier of the Effective Time and the termination of this Agreement, subject to compliance with applicable Law and the terms of any existing contracts, Azarga shall, and shall cause its subsidiaries and their respective officers, directors, employees, independent auditors, accounting advisers and agents to, afford to enCore and to the officers, employees, agents and representatives of enCore such access as enCore may reasonably require at all reasonable times, including for the purpose of facilitating integration business planning, to their officers, employees, agents, properties, books, records and contracts, and shall furnish enCore with all data and information as enCore may reasonably request. enCore and Azarga acknowledge and agree that information furnished pursuant to this Section 11.1 shall be subject to the terms and conditions of the Confidentiality Agreement.

1.2Expenses

Except as otherwise provided in this Agreement, the Parties agree that all out-of-pocket third-party transaction expenses of the Arrangement, including legal fees, financial advisor fees, regulatory filing fees, all disbursements by advisors and printing and mailing costs, will be paid by the Party incurring such expense.

1.3Notice

(a)Any notice, direction or other instrument required or permitted to be given hereunder will be in writing and may be given by delivering the same or sending the same by email transmission addressed as follows:

if to enCore:

enCore Energy Corp.

101 N. Shoreline Blvd, Suite 450 Corpus Christi, TX 78401

Email:    pgoranson@encoreenergycorp.com Attention:    Paul Goranson, Chief Executive Officer

with copy to:

Email:    wms@encoreenergycorp.com

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Attention:    William M. Sheriff, Chairman of the enCore Board with copy to (which shall not constitute notice):

Morton Law LLP

1200-750 W. Pender Street Vancouver, BC, V6C 2T8

Email:    elm@mortonlaw.ca Attention:    Edward L. Mayerhofer

if to Azarga:

Azarga Uranium Corp.

Unit 1- 15782 Marine Drive White Rock, BC V4B 1E6

Email:    blake@azargaresources.com

Attention:    Blake Steele, President and Chief Executive Officer

with a copy to (which shall not constitute notice): Blake, Cassels & Graydon LLP

2600-595 Burrard St Vancouver, BC, V7X 1L3

Email:    steven.mckoen@blakes.com

Attention:    Steven McKoen

(b)Any such notice, direction or other instrument, whether delivered or transmitted by email transmission, will be deemed to have been given at the time and on the date on which it was delivered to or received in the office of the addressee, as the case may be, if delivered or transmitted prior to 4:30 p.m. (local time) on a Business Day or at 9:00 a.m. (local time) on the subsequent Business Day if delivered or transmitted subsequent to such time.

(c)Either Party hereto may change its address for service from time to time by notice given to the other Party hereto in accordance with this Section 11.3.

(d)Any notice, direction or other instrument delivered under this Agreement will be signed by one or more duly authorized officers of the Party delivering it.

(e)The delivery of any notice, direction or other instrument, or a copy thereof, to a Party hereunder will be deemed to constitute the representation and warranty of the Party who has delivered it to the other Party that such delivering Party is authorized to deliver such notice, direction or other instrument at such time under this Agreement (unless the receiving Party has actual knowledge to the contrary) and the receiving Party will not be required to make any inquiry to confirm such authority.

1.4Public Announcement

No Party shall make any press release, public announcement or public statement regarding the Arrangement or the other transactions contemplated herein which has not been previously reviewed and commented on by the other Party, except that any Party may issue a press release or

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make a filing with a regulatory authority if counsel for such Party advises that such press release or filing is necessary in order to comply with Applicable Laws or the rules and policies of any stock exchange, in which case such Party shall first make a reasonable effort to obtain the approval of the other Party and provided further that nothing herein shall restrict either Party from including in any press release, material change report, continuous disclosure document or other document required to be prepared, sent, delivered, distributed, disseminated or filed, any statement regarding this Agreement, the Arrangement or the other transactions contemplated herein previously approved by the other Party or previously disclosed as permitted pursuant to this section. In addition, each Party shall consult with the other Party regarding, and provide the other Party a draft of, any press release, public announcement or public statement regarding the business, operations, results of operations, properties, assets, liabilities or financial condition of the respective Party or its Subsidiaries, and shall consider in good faith any comments or revisions requested by the other Party, provided that a Party may issue any such press release or make such a filing with a regulatory authority if its counsel advises that such press release or filing is necessary to comply with Applicable Laws or the rules and policies of any stock exchange, in which case such Party shall first make a reasonable effort to enable the other Party to review and comment on any such press release or filing and to obtain the approval of the other Party and shall consider in good faith any comments or revisions requested by the other Party.

1.5Time of Essence

Time is of the essence of this Agreement.

1.6Enurement

This Agreement will be binding upon and enure to the benefit of the Parties hereto and their respective successors and permitted assigns.

1.7Entire Agreement

This Agreement, together with the Confidentiality Agreement, constitutes the entire agreement and understanding between the Parties with respect to the Arrangement and other transactions contemplated hereby and supersede all other prior agreements, understandings, negotiations and discussions, whether oral or written, between the Parties with respect thereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the Parties except as expressly set forth in this Agreement, and the Confidentiality Agreement.

1.8Governing Law

(a)This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

(b)Each Party irrevocably attorns and submits to the non-exclusive jurisdiction of the courts of the Province of British Columbia in respect of all matters arising under or in relation to this Agreement and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

1.9Prohibition Against Assignment

None of the Parties hereto may assign its rights or obligations under this Agreement without the prior written consent of the other Party.

1.10Third Party Beneficiaries

Except as provided in Article 8 (which is intended to be for the benefit of the persons covered thereby and may be enforced by such persons at any time), each Party hereto intends that

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this Agreement will not benefit or create any right or give rise to any action on behalf of any person other than the Parties hereto, and no person other than the Parties hereto will be entitled to rely on the provisions hereof.

1.11Further Assurances

Each Party shall, from time to time, and at all times hereafter at the reasonable request of the other Party, but without further consideration, do all such other acts and execute and deliver all such further documents and instruments as shall reasonably be required in order to fully perform and carry out the terms and intent hereof, including the Plan of Arrangement.

1.12Counterpart Executions and Electronic Transmissions

This Agreement may be executed in counterparts, each of which when delivered (whether in originally executed form or by facsimile or other electronic transmission) will be deemed to be an original and all of which together will constitute one and the same document.

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IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first above written.

ENCORE ENERGY CORP.

IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first above written.

By:

(signed) "Paul Goranson"

Name: Paul Goranson

Title: Chief Executive Officer

AZARGA URANIUM CORP.

By:

(signed) "Blake Steele"

Name: Blake Steele

Title: President and Chief Executive Officer

A-1

SCHEDULE “A”

PLAN OF ARRANGEMENT UNDER THE PROVISIONS OF DIVISION 5 OF PART 9 OF THE BUSINESS CORPORATION ACT (BRITISH COLUMBIA)

A-1

1.1Definition

ARTICLE 1 INTERPRETATION

In this Plan of Arrangement, unless there is something in the subject matter or context inconsistent therewith, the following terms shall have the respective meanings set out below, and grammatical variations of such terms shall have corresponding meanings:

“Act” means the Business Corporations Act (British Columbia) as now in effect and as it may beamended from time to time prior to the Effective Date;

“Arrangement” means an arrangement under the provisions of Division 5 of Part 9 of the Act, onthe terms set forth in this Plan of Arrangement, subject to any amendment or supplement thereto in accordance with the Arrangement Agreement and this Plan of Arrangement or made at the directionof the Court in the Final Order;

“Arrangement Agreement” means the arrangement agreement dated September 7, 2021 between enCore and Azarga, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof;

“Azarga” means Azarga Uranium Corp., a corporation existing under the laws of the Province of British Columbia;

“Azarga Meeting” means the special meeting of the Azarga Shareholders, including any adjournmentthereof, to be held to consider and, if deemed advisable, approve the Arrangement;

“Azarga Optionholder” means a holder of Azarga Options; “Azarga Options” means options to purchase Azarga Shares; “Azarga Option Plan” means the stock option plan of Azarga;

“Azarga Shares” means the common shares in the share capital of Azarga; “Azarga Shareholder” means a holder of Azarga Shares;

“Azarga Warrants” means warrants to purchase Azarga Shares;

“Business Day” means a day which is not a Saturday, Sunday or a civic or statutory holiday in the Province of British Columbia on which banks are open for business in the City of Vancouver;

“Closing Ratio” has the meaning set out in subsection 3.1(a)(iii)(B);

“Consideration Securities” means, collectively, the Consideration Shares and the Replacement Options, and “Consideration Security” means any one of such Consideration Securities;

“Consideration Shares” means the enCore Shares to be issued to the Azarga Shareholders in accordance with subsection 3.1(a)(ii);

“Court” means the Supreme Court of British Columbia;

“Depositary” means Computershare Trust Company of Canada., at such offices as will be set out in theLetter of Transmittal;

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“Dissent Procedures” has the meaning set out in Section 4.1; “Dissent Rights” has the meaning set out in Section 4.1;

“Dissenting Shareholder” means a registered Azarga Shareholder who dissents in respect of the Arrangement in strict compliance with the Dissent Procedures and is ultimately entitled to be paid fair value for their Azarga Shares;

“Effective Date” means the date agreed to by enCore and Azarga in writing as the effective date of the Arrangement, which date shall be no later than the fifth Business Day after the satisfaction or, wherenot prohibited, the waiver (subject to applicable law) of the conditions (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver of those conditions as of the Effective Date) set forth in Article 6 of the Arrangement Agreement, unless another date is agreed to in writing by the Parties;

"Effective Time" means the time on the Effective Date when the Arrangement will be deemed to be completed as may be agreed to by the Parties and as denoted on the filings with the Registrar, to the extent that such filings are required;

“enCore” means enCore Energy Corp., a corporation existing under the laws of the Province of British Columbia;

“enCore Shares” means common shares in the share capital of enCore; “Exchange Ratio” has the meaning set out in subsection 3.1(a)(iii);

"Existing Azarga Directors and Officers" means those persons who are directors or officers of Azarga immediately prior to the Effective Time;

“Final Order” means the final order of the Court under Section 291 of the Act in a form acceptable to both Azarga and enCore, each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of both Azarga and enCore, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended on appeal (provided that any such amendment is acceptable to both Azarga and enCore, each acting reasonably);

“In-The Money Amount“ means the amount, if any, by which the total fair market value (determined immediately before the Effective Time) of the Azarga Shares that a holder is entitled to acquire on exercise of the option immediately before the Effective Time exceeds the amount payable to acquire such Azarga Shares;

“Interim Order” means the interim order of the Court, in a form acceptable to both Azarga and enCore, each acting reasonably, and containing declarations and directions with respect to the Arrangement and providing for, among other things, the callingand holding of the Azarga Meeting, as such order may be amended, modified, supplemented or varied by the Court (provided that any such amendment modification, supplement or variation is acceptable to both Azarga and enCore, each acting reasonably);

“Letter of Transmittal” means the letter of transmittal delivered to Azarga Shareholders for use in connection with the Arrangement;

"New Azarga Directors and Officers" means W. Paul Goranson as director and president and William Sheriff as director and secretary;

“Plan of Arrangement” means this Plan of Arrangement and any amendment or variation hereto made in accordance with Article 6 hereof or the Arrangement Agreement or upon the direction ofthe Court in the Final Order;

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“Registrar” means the “registrar” as defined in the Act;

“Regulation S” means Regulation S promulgated under the U.S. Securities Act;

“Replacement Options” means options to acquire enCore Shares that will be granted by enCore to holders of Azarga Options pursuant to the Arrangement;

“Tax Act” means the Income Tax Act (Canada) and the regulations thereunder, as amended; “United States” means the United States as that term is defined in Regulation S;

“U.S. Person” means a U.S. Person as that term is defined in Regulation S; and “U.S. Securities Act” means the United States Securities Act of 1933, as amended.

1.2Other Defined Terms

Any capitalized terms used in the Plan of Arrangement and not otherwise defined herein shall have the meanings ascribed thereto in the Arrangement Agreement.

1.3Headings

The section and article headings in this Plan have been inserted for convenience of reference onlyand shall not be construed to affect the meaning, construction or effect of this Plan.

1.4Interpretation

Words importing the singular number only shall include the plural and vice versa. Words importing gender shall include all genders. Where the word "including" or "includes" is used in this Plan it means "including without limitation" or "includes without limitation", respectively.

The words "herein", "hereof", "hereby", "hereunder" and similar expressions refer to this Plan and include every instrument supplemental or ancillary to or in implementation of this Plan and, except where the context otherwise requires, not to any particular article, section or other portion hereof or thereof. Any reference to any document shall include a reference to any schedule, amendment or supplement thereto or any agreement in replacement thereof, all as permitted under such document.

1.5Currency

All sums of money referred to in this Plan of Arrangement are expressed in lawful money of Canada.

1.6Calculation of Days

Unless otherwise specified, time periods within or following which any act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next Business Day following, if the last day of the period is not a Business Day.

In the event that any day on which any action is required to be taken hereunder by any of the parties hereto is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

1.7Governing Law

The provisions of this Plan shall be governed by and interpreted in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

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1.8Statutory References

A reference to a statute includes all regulations made pursuant to such statute and, unless otherwise specified, the provisions of any statute or regulation which amends, supplements or supersedes any such statute or any such regulation.

1.9Time

Time is of the essence in the performance of the parties' respective obligations.

ARTICLE 2 ARRANGEMENT AGREEMENT

1.1Arrangement

This Plan of Arrangement constitutes an arrangement as referred to in Section 288 of the Act. This Plan of Arrangement will become effective at, and be binding at and after, the Effective Time on (i) Azarga, (ii) enCore, (iii) all holders and all beneficial owners of Azarga Shares, (iv) all holders and all beneficial owners of Azarga Options and Azarga Warrants, (v) the Depositary, and (vi) the registrarand transfer agent in respect of the Azarga Shares and the enCore Shares.

ARTICLE 3 ARRANGEMENT

1.1Steps

(a)At the Effective Time, each of the following shall occur and be deemed to occur in the sequence set out below, without further act or formality:

(i)each Azarga Share held by a Dissenting Shareholder in respect of which the Azarga Shareholder has validly exercised his, her or its Dissent Rights shall be deemed to have been transferred by the holder thereof, without any further act or formality on its part, and free and clear of all liens, claims and encumbrances, to enCore, and enCore shall thereupon be obligated to pay the amount therefor determined and payable in accordance with Article 4 hereof, and the name of such holder shall be removed from the securities register as a holder of Azarga Shares and enCore shall be recorded as the registered holderof the Azarga Shares so transferred and shall be deemed to be the legal owner of such Azarga Shares;

(ii)the resignations of the Existing Azarga Directors and Officers, and the appointment of the New Azarga Directors and Officers, will be deemed to be effective;

(iii)each Azarga Share outstanding immediately prior to the Effective Time held by an Azarga Shareholder (other than enCore or any Dissenting Shareholder) shall be transferred by the holder thereof to enCore and in consideration therefor enCore shall deliver (or cause to be delivered) to the holder thereof that number of enCore Shares as is equal to the greater of:

(A)0.375 enCore Shares for each Azarga Share held; or

(B)an exchange ratio calculated as $0.54 divided by the volume weighted average price (“VWAP”) of the enCore Shares over the 15 days immediately prior to the Effective Date of the Arrangement on which the TSXV was open for trading (the “Closing Ratio”), provided

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that if the Closing Ratio is greater than 0.49, the number of enCore Shares to be issued for each Azarga Share held shall be 0.49,

and for all purposes of the Arrangement the enCore Shares receivable pursuant to such exchange ratio (the “Exchange Ratio”) shall be deemed to be such number, as fully paid and non-assessable Consideration Shares for each Azarga Share, subject to Article 5 hereof;

(iv)in accordance with the terms of each Azarga Warrant, each holder of an Azarga Warrant outstanding immediately prior to the Effective Time shall receive upon the subsequent exercise of such holder’s Azarga Warrant, in accordance with its terms, and shall accept in lieu of each Azarga Share to which such holder was theretofore entitled upon such exercise, the number of enCore Shares which such Azarga Warrantholder would have been entitled to receive at the Effective Time if, at the Effective Time, the Azarga Warrantholder had been the holder of the number of Azarga Shares to which it was entitled to upon such exercise of the Azarga Warrant. After the Effective Time, the Azarga Warrants will not be exercisable in the United States or by or on behalf of a U.S. Person unless an exemption from registration under the U.S. Securities Act and applicable state securities laws is available; and

(v)each Azarga Option outstanding immediately prior to the Effective Time, whether or not vested, shall be exchanged for an option issued by enCore (a "Replacement Option") to acquire (on the same terms and conditions as were applicable to such Azarga Option immediately before the Effective Time under the Azarga Option Plan and the agreement evidencing the grant), the number (rounded down to the nearest whole number) of enCore Shares equal to the product of: (A) the number of Azarga Shares subject to such Azarga Option immediately prior to the Effective Time and (B) the Exchange Ratio. The exercise price per enCore Share subject to any such Replacement Option shall be the amount (rounded up to the nearest one- hundredth of a cent) equal to the quotient of (A) the exercise price per Azarga Share subject to such Azarga Option immediately before the Effective Time divided by (B) the Exchange Ratio. Replacement Options held by Directors, Employees, Management Company Employees and Consultants (as such terms are defined in the Azarga Option Plan) of Azarga (collectively, “Eligible Persons”) shall be fully vested (notwithstanding any vesting conditions currently attached to such Azarga Options). The expiry date of any Replacement Option held by an existing Eligible Person who ceases to be an Eligible Persons concurrently with the closing of the Arrangement or within a period of twelve (12) months after the Effective Date shall be the date that is 12 months after the date such person ceased to be an Eligible Person. Except as set out above, the terms of each Replacement Option shall be the same as the terms of the Azarga Option for which it was exchanged and shall be governed by the terms of the Azarga Option Plan and any certificate or agreement previously evidencing the Azarga Option shall thereafter evidence and be deemed to evidence such Replacement Option, and such Replacement Options shall be designed to meet the requirements under subsection 7(1.4) of the Tax Act. On and after the Effective Time, no

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further Azarga Options will be granted under the Azarga Option Plan. Therefore, in the event that the Replacement Option In-The Money Amount in respect of a Replacement Option exceeds the Azarga Option In-The Money Amount in respect of the Azarga Option for which it is exchanged, the number of enCore Shares which may be acquired on exercise of the Replacement Option at and after the Effective Time will be adjusted accordingly with effect at and from the Effective Time to ensure that the Replacement Option In-The Money Amount in respect of the Replacement Option does not exceed the Azarga Option In-The Money Amount in respect of the Azarga Option and the ratio of the amount payable to acquire such shares to the value of such shares to be acquired shall be unchanged. The obligations of Azarga under the Azarga Option Planin respect of the Azarga Options will be assumed by enCore. The Replacement Options will not be exercisable in the United States or by or on behalf of a U.S. Person unless an exemption from registration under the U.S. Securities Act and applicable state securities laws is available.

ARTICLE 4 DISSENTING SHAREHOLDERS

1.1Rights of Dissent

Pursuant to the Interim Order, registered holders of Azarga Shares may exercise rights of dissent (“Dissent Rights”) in connection with this Plan of Arrangement in the manner set forth in sections 237 to 242 of the Act as modifiedby the Interim Order, the Final Order and this Section 4.1 with respect to Azarga Shares in connection with the Arrangement (the "Dissent Procedures"), provided that notwithstanding section 242 of the Act, the exercise of Dissent Rights and written objection of such registered Azarga Shareholder to the special resolution approving the Arrangement must be received by Azarga not later than 5:00 p.m. (Vancouver Time) on the Business Day that is two (2) Business Days before the Azarga Meeting or any date to which the Azarga Meeting may be postponed or adjourned and provided further that Dissenting Shareholders who:

(a)are ultimately entitled to be paid the fair value of their Azarga Shares, (i) shall be deemed to have transferred such Azarga Shares to enCore as of the Effective Time without any further act or formality, free and clear of all liens, claims and encumbrances, in consideration for the payment by enCore of the fair value thereof, incash; and (ii) will not be entitled to any other payment or consideration including any payment that would be payable under the Arrangement had such Dissenting Shareholders not exercised their Dissent Right; or

(b)are ultimately not entitled, for any reason, to be paid the fair value of their Azarga Shares, shall be deemed to have participated in the Arrangement, as of the Effective Time, on the same basis as a non-dissenting holder of Azarga Shares, and shall receive Consideration Shares on the basis determined in accordance with Section 3.1(a)(ii).

In no circumstances shall any of Azarga, enCore or any other person be required to recognize a person exercising Dissent Rights unless such person is a registered holder of those Azarga Shares in respect of which such rights are sought to be exercised.

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1.2Recognition of Dissenting Shareholders

In no case shall any of Azarga, enCore, the Depositary or any other person be required to recognize a Dissenting Shareholder as a holder of Azarga Shares from and after the Effective Time, nor as having any interest in Azarga, enCore or any other Party hereto, and, from and after the Effective Time, the names of Dissenting Shareholders shall be deleted from the register of holders of Azarga Shares maintained by Azarga. For greater certainty, Azarga Shareholders who vote, or who have instructed a proxyholder to vote, in favour of the Arrangement Resolution shall not be entitled to Dissent Rights. In addition to any other restrictions set forth in the Act, none of the following shall be entitled to Dissent Rights: (i) Azarga Optionholders; and (ii) holders of Azarga Warrants.

ARTICLE 5 OUTSTANDING CERTIFICATES

1.1Right to Certificates

(a)Following receipt of the Final Order and prior to the Effective Time, enCore shall deposit, or arrange to be deposited, with the Depositary, for the benefit of the Azarga Shareholders (other than Dissenting Shareholders) certificates representing that number of Consideration Shares to be delivered pursuant to Section 3.1 hereof upon the exchange of the Azarga Shares, which certificates shall be held by the Depositary as agent and nominee for such former Azarga Shareholders for distribution to such persons in accordance with the terms of this Article 5.

(b)As soon as practicable following the later of the Effective Time and the date of deposit with the Depositary of a duly completed Letter of Transmittal, the certificates which immediately prior to the Effective Time represented the Azarga Shares, and such other documents and instruments as the Depositary may reasonably require, enCore shall cause the Depositary:

(i)to forward or cause to be forwarded by first class mail (postage prepaid) to each Azarga Shareholder (other than Dissenting Shareholders) at the address specified in the Letter of Transmittal;

(ii)if requested by such Azarga Shareholder in the Letter of Transmittal, to make available at the Depositary for pick-up by such Azarga Shareholder; or

(iii)if the Letter of Transmittal neither specifies an address nor contains a request for pick-up, to forward or cause to be forwarded to such Azarga Shareholderat the address of such Azarga Shareholder on the share register of Azarga, by first class mail (postage prepaid),

certificates representing that number of Consideration Shares and which such Azarga Shareholder has the right to receive and the certificate representing the Azarga Shares so surrendered shall be cancelled.

(c)After the Effective Time, each certificate formerly representing Azarga Options will be deemed to represent options to acquire enCore Shares as provided in Article 3, provided that upon any transfer of such certificate formerly representing Azarga Options after the Effective Time, enCore shall issue a new certificate representing the relevant Replacement Options of enCore and such certificate formerly representing Azarga Options shall be deemed to be cancelled

(d)After the Effective Time, each certificate formerly representing Azarga Warrants will be deemed to represent warrants to acquire enCore Shares as provided in Article 3,

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provided that upon any transfer of such certificate formerly representing Azarga Warrants after the Effective Time, enCore shall issue a new certificate representing the relevant warrants of enCore and such certificate formerly representing Azarga Warrants shall be deemed to be cancelled.

(e)After the Effective Time, until surrendered as contemplated by this Section 5.1, each certificate which immediately prior to the Effective Time represented Azarga Shares that were transferred and exchanged pursuant to Article 3 shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender, subject to Section 5.3, the entitlements described in this Article 5.

1.2Withholding and Sale Rights

enCore and the Depositary, as the case may be, will be entitled to deduct and withhold from any consideration payable to any person hereunder all amounts that enCore or the Depositary, as the case may be, is required to deduct and withhold with respect to that payment under the Tax Act, the United States Internal Revenue Code of 1986, in each case as amended, or any applicable provision of federal, provincial, territorial, state, local or foreign tax law, and to remit such withheld amounts to the relevant taxation authorities. To the extent that amounts are so withheld, those withheld amounts will be treated for all purposes of this Arrangement as having been paid to such person in respect of which that deduction and withholding was made, provided that those withheld amounts are actually remitted to the appropriate taxation authority. Either of enCore and the Depositary is hereby authorized to sell or otherwise dispose of, at such times and at such prices as it determines, in its sole discretion, such portion of the Consideration Shares otherwise issuable or payable to such holder as is necessary to provide sufficient funds to enCore or the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement, and shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale or disposition (after deducting applicable sale commissions and any other reasonable expenses relating thereto) in lieu of the Consideration Shares or other consideration so sold or disposed of. To the extent that Consideration Shares or other consideration are so sold or disposed of, such withheld amounts or shares or other consideration so sold or disposed of, shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction, withholding, sale or disposition was made, provided that such withheld amounts, or the net proceeds of such sale or disposition, as the case may be, are actually remitted to the appropriate taxing authority. Neither of enCore nor the Depositary, as the case may be, shall be obligated to seek or obtain a minimum price for any of the Consideration Shares or other consideration sold or disposed of by it hereunder, nor shall any of them be liable for any loss arising out of any such sale or disposition.

1.3No Fractional Shares

No certificates representing fractional enCore Shares shall be issued upon the surrender for exchange pursuant to Section 5.1 of certificates representing Azarga Shares. The number of ConsiderationShares to be received by a Azarga Shareholder will be rounded down to the nearest whole Consideration Share.

1.4Distributions with Respect to Unsurrendered Certificates

No dividends or other distributions declared or made effective after the Effective Time with respect to enCore Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate which immediately prior to the Effective Time represented outstanding Azarga Shares that were exchanged pursuant to Section 3.1 unless and until the holder of such certificate shall surrender such certificate in accordance with Section 5.1. Subject to applicable law,

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at the time of such surrender of any such certificate (or, in the case of clause (ii) below, at the appropriate payment date), there shall be paid to the holder of record of those certificates formerly representing Azarga Shares, without interest: (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to the Consideration Shares, to which such Registered Holder is entitled; and (ii) on the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender, payable with respect to the Consideration Shares, to which such holder is entitled.

1.5Extinguishment of Rights

Notwithstanding any of the other provisions hereof, any certificate which immediately prior to the Effective Time represented outstanding Azarga Shares that were exchanged pursuant to Section 3.1, ifit has not been surrendered with all other instruments required by this Section 5.5 on or prior to the sixth anniversary of the Effective Date, shall cease to represent a claim or interest of any kind or nature against any party. In such circumstances, the Consideration Shares to which such former registered holder of the Azarga Shares was ultimately entitled to receive hereunder shall be deemed to have been surrendered to enCore, together with all entitlement to dividends, distributions andcash thereon held for such former Azarga Shareholder, for no consideration.

1.6Adjustment to the Exchange Ratio

The Exchange Ratio shall be adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into enCore Shares, other than stock dividends paid in lieu of ordinary dividends), consolidation, reorganization, recapitalization or any other like change with respect to the enCore Shares or the Azarga Shares occurring after the date of the Arrangement Agreement and prior to the Effective Time.

1.7Lost Certificates

In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Azarga Shares that were to be exchanged pursuant to Section 3.1 shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen ordestroyed certificate, any certificates pursuant to this Section 5.6 deliverable in accordance with suchholder's Letter of Transmittal. When authorizing such issuance in exchange for any lost, stolen or destroyed certificate, the holder to whom certificates are to be delivered and issued shall, as a condition precedent to the delivery and issuance thereof, give a bond satisfactory to enCore, or its respective successor entities, and their respective transfer agents in such sum as enCore, or its respective successor entities, may direct, or otherwise indemnify enCore and its respective successor entities, in a manner satisfactory to enCore and its respective successor entities, against any claim thatmay be made against enCore, or its respective successor entities, with respect to the certificate allegedto have been lost, stolen or destroyed.

ARTICLE 6 GENERAL

1.1Right to Amendment

enCore and Azarga reserve the right to amend, modify or supplement this Plan of Arrangement from time to time and at any time prior to the Effective Time, provided that any such amendment, modification or supplement must be (i) set out in writing; (ii) agreed in writing by enCore and Azarga; (iii) filed with the Court and, if made following the Azarga Meeting, approved by the Court; and (iv) communicated to the Azarga Shareholders in the manner required by the Court (if so required).

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1.2Amendments Before Meeting

Any amendment, modification or supplement to this Plan of Arrangement may be proposed by Azarga at any time prior to or at the Azarga Meeting (provided that enCore shall have consented thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Azarga Shareholders voting at the Azarga Meeting, in the manner required by the Interim Order, shall become part of this Plan of Arrangement for all purposes.

1.3Amendment After Meeting

Any amendment, modification or supplement to this Plan of Arrangement that is approved by the Court following the Azarga Meeting shall be effective only if (i) it is consented to in writing by each of Azarga and enCore; and (ii) if required by the Court, it is consented to by the Azarga Shareholders voting in the manner directed by the Court.

1.4Amendments of an Administrative Nature

Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date by enCore, provided that it concerns a matter which, in the reasonable opinion of enCore, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests of any former holder of Azarga Shares, Azarga Options or Azarga Warrants.

1.5Withdrawal

This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Agreement.

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1.1Further Assurances

ARTICLE 7 FURTHER ASSURANCES

Notwithstanding that the transactions and events set out herein shall occur and be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of Azarga and enCore shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order further to document or evidence any of the transactions or events set out herein.

SCHEDULE “B”

ARRANGEMENT RESOLUTION BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

1.The entering into and delivery of the Arrangement Agreement between Azarga Uranium Corp. (the “Company”) and enCore Energy Corp. (“enCore”) dated September 7, 2021 (the “Arrangement Agreement”) and the performance of the Company’s obligations thereunder is hereby approved, adopted ratified and confirmed together with any additions, deletions or amendments thereto that have been or may be made in accordance with the terms of the Arrangement Agreement and consented to by any one director or officer of the Company.

2.The plan of arrangement (the “Plan of Arrangement”) under section 288 of the Business Corporations Act (British Columbia) (the “BCBCA”) involving enCore, the Company and shareholders of the Company, a copy of which was attached as Schedule A to the management information circular of the Company dated [], 2021, together with any additions, deletions or amendments thereto that have been or may be made in accordance with the terms of the Plan of Arrangement is hereby authorized and approved.

3.The directors of the Company may, without further notice to or approval from the shareholders of the Company, amend the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement of the Plan of Arrangement, as applicable.

4.The directors of the Company may, subject to the terms of the Arrangement Agreement and the Plan of Arrangement, without further notice to or approval from the shareholders of the Company, elect not to proceed with the Plan of Arrangement or otherwise give effect to these special resolutions.

5.Any one director or officer of the Company is hereby authorized, for and on behalf of the Company, to execute and deliver, under corporate seal or otherwise, all such agreements, forms, waivers, notices, certificates and other documents and instruments, and to do or cause to be done all such other acts and things, as such director or officer considerers necessary, desirable or useful for the purpose of giving effect to these resolutions.

SCHEDULE “C”

FORM OF LOAN AGREEMENT

LOAN AGREEMENT
LOAN AGREEMENT
---

BETWEEN:

AND:

THIS AGREEMENT is dated for reference     .

ENCORE ENERGY CORP.

(the "Lender")

AZARGA URANIUM CORP.

(the "Borrower")

WHEREAS the Lender and the Borrower have entered into an Arrangement Agreement (the “Arrangement Agreement”) dated September 7, 2021 whereby the Lender and the Borrower will undertake certain corporate transactions;

WHEREAS in connection with the Arrangement Agreement, the Lender has agreed to provide to the Borrower a loan (the "Loan") in the principal sum of $ in Canadian dollars in accordance with the following terms and conditions (this "Loan Agreement");

NOW THEREFORE THIS LOAN AGREEMENT witnesses that in consideration of the premises and the mutual covenants and agreements herein contained, the parties agree as follows:

1.INTERPRETATION

1.1Currency. All references to dollars or currency in this Loan Agreement are to Canadian dollars.

1.2Loan Amount. "Loan Amount" means the Principal Sum and all other amounts payable to the Lender hereunder.

1.3Loan Documents. "Loan Documents" means this Loan Agreement, the Note, and all other documents or instruments executed by the Borrower in connection with this Loan Agreement and the Loan.

1.4Business Day. The term "business day" as used herein means any day of the week except Saturday, Sunday, any day that is a "holiday", as such term is defined in the British Columbia Interpretation Act or any day which shall be a federal legal holiday in the United States or a day on which banking institutions in the United States are authorized or required by law or other government action to close.

1.5Governing Law. This Loan Agreement will in all respects be governed by and will be construed and interpreted in accordance with the laws of British Columbia and the laws of Canada applicable therein.

1.6Severability. If any one or more of the provisions contained in this Loan Agreement should be invalid, illegal or unenforceable in any respect in any jurisdiction, the validity,

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legality and enforceability of such provision or provisions will not in any way be affected or impaired thereby in any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained herein will not in any way be affected or impaired thereby.

1.7Included Words. Wherever the singular or the masculine is used herein the same will be deemed to include the plural or the feminine or the body politic or corporate where the context or the parties so require.

1.8Headings. The headings to the clauses of this Loan Agreement are inserted for convenience only and will not affect the construction hereof.

1.9Defined Terms. Capitalized terms not otherwise defined herein shall have the meanings as set forth in the Arrangement Agreement.

2.LOAN

2.1Amount. The Lender hereby agrees to advance the Loan to the Borrower in one advance totaling in Canadian dollars, upon execution and delivery of this Loan Agreement and the Note, on the terms and conditions contained herein (the aggregate of all amounts advanced to the Borrower is hereinafter defined as the “Principal Sum”).

2.2Evidence of Indebtedness for Principal Sum. As evidence of the Borrower’s indebtedness to the Lender for the Principal Sum, the Borrower will grant a promissory note (the “Note”), in the form attached as Schedule A, and deliver the same to the Lender concurrently with the signing and delivery of this Loan Agreement.

2.3Conflict with Promissory Note. To the extent there is any conflict or inconsistency between the terms of this Loan Agreement and the Note, the terms of this Loan Agreement will prevail.

2.4Purpose. The purpose of the Loan is to provide working capital for the business operations of the Borrower and its subsidiaries or to fund the acquisition of a uranium property adjacent to the Borrower’s and its subsidiaries Gas Hills project.

3.REPRESENTATIONS AND WARRANTIES

3.1Representations and Warranties. The Borrower hereby represents and warrants to the Lender, regardless of any independent investigations that the Lender may make, as follows:

(a)the Borrower is duly incorporated and validly existing under the laws of the province of British Columbia and has full corporate power and authority to own its assets and conduct its business as now owned and conducted. The Borrower is duly qualified to carry on business and is in good standing in each jurisdiction in which the character of its properties or the nature of its activities makes such qualification necessary;

(b)the Borrower has the requisite corporate power and authority to enter into this Loan Agreement and the Loan Documents, and to perform its obligations hereunder. The execution and delivery of this Loan Agreement and the Loan Documents by the Borrower and the consummation by the Borrower of the transactions contemplated by this Loan Agreement and the Loan Documents have been duly authorized by the

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board of directors of the Borrower and no other corporate proceedings on the part of the Borrower are necessary to authorize this Loan Agreement and the Loan Documents. This Loan Agreement has been duly executed and delivered by the Borrower and constitutes a valid and binding obligation of the Borrower, enforceable by the Lender against the Borrower in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency and other applicable laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may be granted only in the discretion of a court of competent jurisdiction;

(c)the execution and delivery by the Borrower of this Loan Agreement and the Loan Documents and performance by it of its obligations hereunder and under the Loan Documents will not violate, conflict with or result in a breach of any provision of the constating documents of the Borrower or violate, conflict with or result in a breach of any material agreement to which the Borrower is bound;

4.INTEREST

4.1Calculation of Interest. Interest will accrue on the Loan Amount at the rate of 5.0% per annum and will be calculated annually. Interest at such rate will accrue on the outstanding Loan Amount from the date such amount was advanced to the Lender to the date of payment and interest at such rate will be payable both before and after default under this Loan Agreement and before and after judgment.

4.2Payments of Interest. The Borrower will make payments of accrued interest annually commencing on the anniversary date of this Loan Agreement provided all accrued interest will be due and owing on the date the Principal Sum is repaid in full by the Borrower.

5.PAYMENT OF PRINCIPAL SUM, INTEREST AND FEES

5.1Promise to Pay. The Borrower will pay the unpaid portion of the Principal Sum, interest and costs thereon to the Lender without any requirement of the Lender to provide demand or notice for payment to the Borrower within six (6) months after the Arrangement Agreement is terminated.

5.2Place of Payment. Any payment by the Borrower will be made by bank draft or certified cheque and delivered to the Lender at 101 N. Shoreline Blvd, Suite 450, Corpus Christi, TX 78401 or paid by wire transfer or other electronic payment to the account designated by Lender.

5.3Prepayment. The Borrower will have the right, at any time and from time to time, without notice, to prepay all or any portion of the Loan Amount due under this Loan Agreement, without penalty or bonus upon payment of accrued and unpaid interest on the amount so paid, including upon completion of the transactions contemplated by the Arrangement Agreement.

6.CONDITIONS PRECEDENT

6.1The obligation of the Lender to advance the Loan shall be subject to the fulfilment, as of the date of each advance, of each of the following conditions:

(a)The Borrower shall have executed the Arrangement Agreement and this Loan Agreement;

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(b)The Borrower shall have performed and complied in all material respects with all of the covenants, agreements, obligations and conditions required by this Loan Agreement and the Arrangement Agreement;

(c)The Borrower shall have executed the Note;

(d)The Lender shall have received certified copies of all action taken by the Borrower, including resolutions of the directors of the Borrower authorizing the execution, delivery and performance of the Loan Documents;

(e)The Lender shall have received a certificate as to the legal existence and good standing and status of the Borrower, issued by the appropriate public official in the jurisdiction in which it is formed; and

(f)The Lender shall have received from the Borrower such instructions to advance the Loan as may in the Lender’s opinion, acting reasonably, be necessary or advisable to give effect to this Loan Agreement.

7.POSITIVE COVENANTS

7.1So long as the Loan or any portion thereof, or other liability or obligation of the Borrower to the Lender remains outstanding under this Loan Agreement or so long as any commitment of the Lender under this Loan Agreement remains in effect, the Borrower shall:

(a)observe and comply in all material respect respects at all times with the provisions of all laws;

(b)use the Loan only in accordance with Schedule B attached hereto and Section 2.19 of the Arrangement Agreement, and otherwise comply with Section 2.19 of the Arrangement Agreement; and

(c)provide such other information as the Lender may reasonably request from time to time.

8.NEGATIVE COVENANTS

8.1So long as the Loan or any portion thereof, or other liability or obligation of the Borrower to the Lender remains outstanding under this Loan Agreement or so long as any commitment of the Lender under this Loan Agreement remains in effect, the Borrower shall not, without the prior written consent of the Lender, take or omit to take any action, or do or fail to do anything, that would result in a material impairment of the assets, income or capital of the Borrower outside the regular course of business, except those actions which are permitted pursuant to the terms of the Arrangement Agreement.

9.EVENTS OF DEFAULT

9.1Events of Default. The occurrence of any of the following events is an event of default (each, an "Event of Default"):

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(a)the Borrower defaults in the payment of any amount when due under this Loan Agreement or the Note, and in the case of late payment of interest and cash, shall continue unremedied for 10 calendar days; or

(b)the Borrower becomes insolvent, makes a general assignment for the benefit of creditors or the Borrower admits the Borrower's inability to pay it's debts as they become due; or

(c)an order for relief is entered against the Borrower or the Borrower is adjudicated bankrupt or insolvent under or institutes any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt or similar proceeding relating to it under the laws of any jurisdiction; or

(d)any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt or similar proceedings is instituted against the Borrower and remains undismissed for a period of sixty (60) days; or

(e)any representation or warranty made by the Borrower in this Loan Agreement or any of the Loan Documents shall be false in any material respect when made; or

(f)the Borrower is in breach of any other provision of this Loan Agreement or the Loan Documents, and such breach shall continue unremedied for 10 calendar days after notice thereof from the Lender to the Borrower.

9.2Remedies For Events of Default. Upon the occurrence of an Event of Default, the Lender may:

(a)accelerate and forthwith declare due and payable the Loan Amount and any and all accrued interest without presentment of any promissory notes evidencing the same, and without demand, protest or other notices of any kind, all of which are hereby expressly waived; and

(b)exercise any and all rights, powers, remedies and recourses available to the Lender under this Loan Agreement, the Note, the Loan Documents or any other security documents, at law, in equity or otherwise.

9.3Waiver of Default. The Lender may by written instrument in its absolute discretion at any time and from time to time waive any breach by the Borrower of any of the covenants herein.

9.4No Waiver. No failure or delay on the part of the Lender in exercising any right, power or privilege under this Loan Agreement will operate as a waiver thereof, and any single or partial exercise of any right, power or privilege under this Loan Agreement will not preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein expressly specified are cumulative and not exclusive of any rights or remedies which the Lender would otherwise have under this Loan Agreement, at common law or in equity. The acceptance by the Lender of any further security or of any payment of or on account of the Loan after a default or of any payment on account of any partial default will not be construed to be a waiver of any right to take advantage of any future default or of any past default not completely cured thereby. The Lender may exercise any and all rights, powers, remedies and recourses

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available to it under this Loan Agreement, any related agreements, or any other remedy available to them at law, concurrently or individually without the necessity of an election.

9.5Records of the Lender. The records of the Lender as to payment of any money payable hereunder or any part thereof being in default or of any demand for payment having been made will be prima facie evidence of such fact.

10.MISCELLANEOUS

10.1Notice. The Lender may send any notice, demand or communication to the Borrower in respect of this Loan Agreement either in person, by courier service or other personal method of delivery, to Azarga Uranium Corp., Unit 1, 15782 Marine Drive, White Rock, BC, V4B 1E6 or such other address which the Borrower has provided notice to the Lender in accordance with the requirements of this section. All notices and other communications given or made pursuant to this Loan Agreement shall be in writing and shall be deemed to have been duly given and received on the day it is delivered, provided that it is delivered on a business day prior to 5:00 p.m. local time in the place of delivery or receipt. However, if notice is delivered after 5:00 p.m. local time or if such day is not a business day then the notice shall be deemed to have been given and received on the next business day.

10.2No Prejudice. Nothing in this Loan Agreement will prejudice or impair any other right or remedy which the Lender may otherwise have with respect to the Loan hereunder.

10.3No Borrower Assignment. The Borrower will have no right to assign or transfer its rights or obligations hereunder.

10.4Enurement. This Loan Agreement will be binding upon and enure to the benefit of the Borrower and the Lender and their respective successors and assigns. The Lender shall not assign, or grant participation interest in, the Loan Amount, this Loan Agreement or any form document relating hereto, without the prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed).

10.5Time. Time will be of the essence of this Loan Agreement.

10.6Counterparts. This Loan Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. The parties shall be entitled to rely upon delivery of an executed facsimile or similar executed electronic copy of this Loan Agreement, and such facsimile or similar executed electronic copy shall be legally effective to create a valid and binding agreement between the parties.

[The remainder of this page has been intentionally left blank; signature page follows.]

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AS EVIDENCE OF THEIR AGREEMENT the parties hereto have caused this Loan Agreement to be executed and delivered by their authorized officers as of the date first noted above.

ENCORE ENERGY CORP.

Per:             Authorized Signatory

AZARGA URANIUM CORP.

Per:             Authorized Signatory

SCHEDULE A

PROMISSORY NOTE

C$

FOR VALUE RECEIVED, AZARGA URANIUM CORP. (the “Borrower”) HEREBY PROMISES TO PAY

TO ENCORE ENERGY CORP. (the “Lender”), the principal sum of dollars ($) in lawful currency of Canada (the “Principal Sum”), and interest thereon at a rate of 5.00% per annum, upon and subject to the terms and conditions set out in the Loan Agreement (the “Loan Agreement”) dated for reference     , 2021 among the Borrower and the Lender as set out in the Loan Agreement and subject to the following additional terms and conditions:

Lender’s Non-Waiver of Rights - Failure of the Lender to enforce any of its rights or remedies under this Note will not constitute a waiver of the rights of the Lender to enforce such rights and remedies thereafter.

Borrower’s Waiver - Subject to the terms of the Loan Agreement, the Borrower hereby waives demand and presentment for payment, notice of non-payment, protest and notice of protest of this Note.

Transferability - This Note is not transferable except in accordance with the terms of the Loan Agreement.

Governing Law - This Note (and any transactions, documents, instruments, or other agreements contemplated in this Note) shall be construed and governed exclusively by the laws in force in British Columbia and the federal laws of Canada applicable therein, and the Supreme Court of British Columbia shall have non-exclusive jurisdiction to hear and determine all disputes arising hereunder. The undersigned irrevocably attorns to the non-exclusive jurisdiction of said court and consents to the commencement of proceedings in such court. This provision shall not be construed to affect the rights of the Lender to enforce a judgment or award outside said province, including the right to record and enforce a judgment or ward in any other jurisdiction.

Executed at Vancouver, British Columbia by a duly authorized signatory of the Borrower, as of the

day of     , 2021.

AZARGA URANIUM CORP.,

By:             Authorized Signatory

SCHEDULE B

USE OF LOAN PROCEEDS

Description:	Total $	Detail

Document

Exhibit 10.8

AMENDMENT TO ARRANGEMENT AGREEMENT

THIS AMENDMENT AGREEMENT is made as of November 22, 2021.

BETWEEN:

ENCORE ENERGY CORP., a company existing under the laws of the Province of British Columbia

("enCore")

• and -

AZARGA URANIUM CORP., a company existing under the laws of the Province of British Columbia

("Azarga")

WHEREAS, enCore and Azarga entered into an Arrangement Agreement dated September 7, 2021 (the "Arrangement Agreement");

AND WHEREAS, the Parties have agreed to amend the Arrangement Agreement as provided in this Amendment Agreement (this "Amendment Agreement");

NOW THEREFORE, in consideration of the covenants and agreements herein contained, the Parties agree as follows:

1.Definitions

In this Amendment Agreement (including the recitals), unless otherwise defined herein or the context otherwise requires, all capitalized terms shall have the respective meanings specified in the Arrangement Agreement.

2.To be Read with Arrangement Agreement

This Amendment Agreement is an amendment to the Arrangement Agreement. Unless the context of this Amendment Agreement otherwise requires, the Arrangement Agreement and this Amendment Agreement shall be read together and shall have effect as if the provisions of the Arrangement Agreement and this Amendment Agreement were contained in one agreement. From and after the date hereof, all references in the Arrangement Agreement to "this Agreement" shall be deemed to be references to the Arrangement Agreement, as amended by this Amendment Agreement.

3.Amendment to the Arrangement Agreement

The Arrangement Agreement is hereby amended by:

(a)removing the definition of the term "Outside Date" in Section 1.1 of the Arrangement Agreement in its entirety and replacing it with the following:

"Outside Date" means March 31, 2022 or such later date as may be agreed in writing by the Parties.

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(b)removing Section 2.10 of the Arrangement Agreement in its entirety and replacing it with the following:

2.10 Effective Date

The Arrangement shall be effective at the Effective Time on the date (the “Effective Date”) agreed to by enCore and Azarga in writing as the effective date of the Arrangement, which date shall be no later than the fifth Business Day after the satisfaction or, where not prohibited, the waiver (subject to applicable Law) of the conditions (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver of those conditions as of the Effective Date) set forth in Article 6, unless another date is agreed to in writing by the Parties, and, in any event not later than the Outside Date. Notwithstanding the foregoing, if the Parties receive clearance from the U.S. Nuclear Regulatory Commission (NRC) permitting the Parties to close the Arrangement prior to the Outside Date, then the Parties will use reasonable efforts to complete the Arrangement within five (5) Business Days thereafter, provided that the Parties have satisfied or waived all other conditions set forth in Article 6. From and after the Effective Time, the Plan of Arrangement will have all of the effects provided by applicable Law, including the Act.

4.Continuance of Arrangement Agreement

The Arrangement Agreement, as modified by this Amendment Agreement, shall be and continue in full force and effect and is hereby confirmed and the rights and obligations of all parties thereunder shall not be affected or prejudiced in any manner except as specifically provided for in this Amendment Agreement.

5.Counterparts

This Amendment Agreement may be executed in any number of counterparts (including counterparts by facsimile or any other form of electronic communication) and all such counterparts taken together shall be deemed to constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed facsimile or similar executed electronic copy of this Amendment Agreement, and such facsimile or similar executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.

6.Governing Law

Section 11.8 of the Arrangement Agreement is incorporated by reference into this Amendment Agreement and shall apply mutatis mutandis.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF the Parties have executed this Amendment Agreement on the date first written above.

ENCORE ENERGY CORP.

By:    /s/ P. Goranson

Name: Paul Goranson

Title:    Chief Executive Officer

AZARGA URANIUM CORP.

By:    /s/ B. Steele

Name: Blake Steele

Title:    President and Chief Executive Officer

Document

Exhibit 10.9

Form of Director 2024 Option Award Agreement

ENCORE ENERGY CORP.

2024 LONG TERM INCENTIVE PLAN

NON-EMPLOYEE DIRECTOR STOCK OPTION CERTIFICATE

This Certificate is issued pursuant to the enCore Energy Corp. (the “Company”) 2024 Long Term Incentive Plan (the “Plan”) and evidences that [Participant] (the “Participant”) is the holder of a Nonqualified Stock Option (the “Option”) to purchase up to [XX] shares of Stock of the Company (the “Shares”) at a purchase price of [Can$X.XX] per Share (the “Exercise Price”). Capitalized terms not explicitly defined in this Certificate but defined in the Plan or the Stock Option Award Agreement shall have the meanings set forth in the Plan or the Stock Option Award Agreement, as applicable.

Subject to the provisions of the Plan and Stock Option Award Agreement:

(a)the “Grant Date” of this Option is [DATE]; and

(b)the “Expiration Date” of this Option is [DATE].

The right to purchase Shares under the Option will vest in the Participant in increments over the term of the Option as follows, subject to the Participant’s continued service as a director of the Company (or an employee or consultant of the Company or an Affiliate) as provided in the Stock Option Award Agreement:

Vesting Dates	Cumulative Number of Shares <br>which may be Purchased

Participant Acknowledgements: By your signature below or by electronic acceptance, you understand and agree that:

•The Option is governed by this Certificate, and the provisions of the Plan and the Stock Option Award Agreement and the Exercise Notice, all of which are made a part of this document. Unless otherwise provided in the Plan, this Certificate and the Stock Option Award Agreement may not be modified, amended or revised except in a writing signed by you and a duly authorized officer of the Company.

•This Certificate and the Option evidenced hereby are not assignable, transferable or negotiable and are subject to the detailed terms and conditions contained in the Plan and Stock Option Award Agreement. This Certificate is issued for convenience only and in the case of any dispute regarding any matter in respect hereof, the provisions of the Plan, Stock Option Award Agreement and the records of the Company shall prevail.

•You consent to receive this Option Certificate, the Stock Option Award Agreement, the Plan, the Plan prospectus and any other Plan-related documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

•Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes.

Participant acknowledges that his or her acceptance of the terms and conditions of the Plan, the Stock Option Award Agreement, the Exercise Notice and this Certificate by his or her signature or electronic acceptance is a condition to the receipt of this Option. As a result, unless otherwise determined by the Board and/or the Committee (or any

delegee thereof), in the event Participant does not sign or electronically accept this Certificate within forty-five (45) days of the Grant Date, this Award shall be forfeited and Participant shall have no further rights thereto.

ENCORE ENERGY CORP.<br><br>By:<br><br>Signature<br><br><br><br>Title:<br><br>Date:	PARTICIPANT:<br><br><br><br>Signature<br><br><br><br>Date:

Attachments: Stock Option Award Agreement, 2024 Long Term Incentive Plan, Exercise Notice

ENCORE ENERGY CORP.

2024 LONG TERM INCENTIVE PLAN

STOCK OPTION AWARD AGREEMENT

As reflected by Participant’s Stock Option Certificate (“Option Certificate”), enCore Energy Corp. (the “Company”) has granted the Participant an option under its 2024 Long Term Incentive Plan (the “Plan”) to purchase a number of Shares at the Exercise Price indicated in the Participant’s Option Certificate (the “Option”). Capitalized terms not explicitly defined in this Agreement but defined in the Option Certificate or the Plan shall have the meanings set forth in the Option Certificate or Plan, as applicable. The terms of the Option as specified in the Option Certificate and this Agreement constitute the Participant’s Award Agreement under the Plan.

The general terms and conditions applicable to Participant’s Option are as follows:

1.Kind of Option. This Option is a Nonqualified Stock Option, which is not intended to meet the requirements of an Incentive Stock Option, as indicated in the Option Certificate.

2.Vesting of the Option. Subject to the terms and conditions of the Plan and this Stock Option Award Agreement (the “Agreement”), Participant’s Option will be exercisable with respect to Shares that have or will become vested in accordance with the schedule set forth in the Option Certificate. Notwithstanding anything herein to the contrary, no portion of the Option shall become exercisable prior to the date on which a registration statement on Form S-8 with respect to the Shares has been filed. The treatment of Participant’s Option upon various termination events is set forth in Section 5 below.

3.Term. Participant’s Option will expire at 5:00 p.m. local time in Vancouver, British Columbia on the date that is five (5) years after the Grant Date (the “Expiration Date”). Notwithstanding the foregoing, Participant’s Option will expire earlier if Participant’s service terminates, as described below.

4.Exercise of Option. Participant may generally exercise the vested portion of the Option for whole Shares at any time during its term. In order to exercise the Option, the Participant shall submit to the Committee an Exercise Notice, in the form attached hereto (or such other form as approved by the Committee), together with the Participant’s Option Certificate and a certified check or bank draft payable to “enCore Energy Corp.” in an amount equal to the aggregate of the Exercise Price of the Shares in respect of which the Option is being exercised; provided, however, if approved by the Committee, Participant may also be eligible to exercise the Option by Net Exercise, Cashless Exercise or another approved procedure. Shares shall then be issued by the Company and a Share certificate delivered to the Participant (or, if the Shares are not certificated, the Participant’s name as record owner of the Shares shall be reflected in the books and records of the Company); provided, however, that the Company shall not be obligated to issue any Shares hereunder if the issuance of such Shares would violate the provisions of any applicable law.

5.Impact of Participant’s Termination of Continuous Service on Vesting and Exercisability. Upon termination of the Participant’s continuous service with the Company, the Participant’s right to exercise the Option will be subject to the following rules:

(a)Any Termination Impact on Vesting. In the event that the Participant’s service terminates for any reason, any portion of the Option held by the Participant that is not then vested and exercisable shall terminate and be cancelled immediately upon such termination of service.

(b)Impact on Exercisability.

(i)Termination due to Death. In the event that the Participant’s service is terminated by reason of the Participant’s death, any then-vested portion of the Option may be exercised by the Participant or the Participant’s beneficiary (as designated in accordance with the Plan) at any time during the one (1) year period following the

(ii)Ceasing to Hold Office. In the event that the Participant ceases to be a director of the Company other than by reason of death, any then-vested portion of the Option may be exercised by the Participant at any time during the ninety (90) day period following the date the Participant ceases to be a director of the Company or the Expiration Date, whichever is shorter. The Option shall terminate immediately thereafter. Notwithstanding the foregoing, if the Participant ceases to be a director of the Company but continues to be engaged by the Company or one of its Affiliates as an employee or a consultant, the Expiration Date shall remain unchanged, except as otherwise contemplated under this Agreement or the Plan.

(iii)Termination for Cause. If Participant ceases to be a director of the Company, or if after becoming an employee or consultant, ceases to be an employee or consultant of the Company or one of its Affiliates, as a result of any of the following applicable occurrences, the Participant’s Option will cease being exercisable as of the Participant’s service termination date: (A) the Participant ceasing to meet the qualifications set forth in the Business Corporations Act (British Columbia); (B) a resolution having been passed by the stockholders of the Company pursuant to the Business Corporations Act (British Columbia) removing the director as such (or the termination for cause of an Employee or, in the case of a Consultant, a breach of contract); or (C) by order of the British Columbia Registrar of Companies, British Columbia Securities Commission, any exchange or quotation system on which the Shares are listed or any other regulatory body having jurisdiction to so order.

(iv)Other Termination of Service. In the event that the Participant’s service terminates for any reason other than those set forth in Sections 5(b)(i) through (iii), any then-vested portion of the Option may be exercised by the Participant at any time during the ninety (90) day period following the Participant’s termination of service or the Expiration Date of the Option, whichever period is shorter. The Option shall terminate immediately thereafter.

6.Tax Consequences. The Participant agrees to determine and be responsible for all tax consequences to the Participant with respect to the Option.

7.Nontransferability of Awards. The Option granted hereunder may not be sold, transferred, pledged, assigned, encumbered or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. All rights with respect to the Option granted to the Participant hereunder shall be exercisable during his or her lifetime only by such Participant. Following the Participant’s death, all rights with respect to the Option that were exercisable at the time of the Participant’s death and have not terminated shall be exercised by his or her designated beneficiary, his or her estate, subject to the terms of the Plan.

8.Adjustments. The Shares subject to the Option may be adjusted in any manner as contemplated by Section 8 of the Plan.

9.No Liability for Taxes. As a condition to accepting the Option, you hereby (a) agree to not make any claim against the Company, or any of its officers, directors, employees or Affiliates related to tax liabilities arising from the Option or other Company compensation and (b) acknowledge that you were advised to consult with

your own personal tax, financial and other legal advisors regarding the tax consequences of the Option and have either done so or knowingly and voluntarily declined to do so.

10.Requirements of Law. The issuance of Shares pursuant to the Option shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. No Shares shall be issued upon exercise of any portion of the Option granted hereunder, if such exercise would result in a violation of applicable law, including the U.S. federal securities laws and any applicable state or foreign securities laws.

11.No Guarantee of Service. Nothing in this Agreement shall interfere with or limit in any way the right of the Company or an Affiliate thereof, the Board or its stockholders to terminate the Participant’s service at any time or confer upon the Participant any right to continued service.

12.No Rights as Stockholder. The Participant will not have any of the rights of a stockholder with respect to any Shares unless and until the Company has issued or transferred such Shares to the Participant after the exercise of the Option. As a condition to the Company’s obligation to issue or transfer Shares to the Participant after the exercise of the Option, the Participant shall have paid in full for the Shares as to which he or she exercised the Option.

13.Interpretation; Construction. Any determination or interpretation by the Committee under or pursuant to this Agreement shall be final and conclusive on all persons affected hereby. Except as otherwise expressly provided in the Plan, in the event of a conflict between any term of this Agreement and the terms of the Plan, the terms of the Plan shall control.

14.Amendments. The Committee may, in its sole discretion, at any time and from time to time, alter or amend this Agreement and the terms and conditions of the unvested portion of any Option (but not any vested portion of an Option) in whole or in part, including without limitation, amending the criteria for vesting set forth in the Option Certificate and Section 2 hereof, substituting alternative vesting and exercisability criteria and imposing certain blackout periods on Options; provided that such alteration, amendment, suspension or termination shall not adversely alter or impair the rights of the Participant under the Option without the Participant’s consent. The Company shall give written notice to the Participant of any such alteration or amendment of this Agreement as promptly as practicable after the adoption thereof. This Agreement may also be amended by a writing signed by both the Company and the Participant.

15.Erroneously Awarded Compensation. Notwithstanding any provision in the Plan or in this Agreement to the contrary, this Award shall be subject to any compensation recovery and/or recoupment policy that may be adopted and amended from time to time by the Company to comply with applicable law, including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or to comport with good corporate governance practices.

16.Miscellaneous.

(a)Notices. All notices, requests, demands, letters, waivers and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally, mailed, certified or registered mail with postage prepaid, sent by next-day or overnight mail or delivery, or sent by fax, as follows:

(i)If to the Company:

enCore Energy Corp.

101 N. Shoreline Blvd, Suite 450

Corpus Christi, TX 78401

Attention: Robert Willette

(ii)If to the Participant, to the Participant’s last known home address,

or to such other person or address as any party shall specify by notice in writing to the Company. All such notices, requests, demands, letters, waivers and other communications shall be deemed to have been received (w) if by personal delivery on the day after such delivery, (x) if by certified or registered mail, on the fifth business day after the mailing thereof, (y) if by next-day or overnight mail or delivery, on the day delivered, or (z) if by fax, on the day delivered, provided that such delivery is confirmed.

(b)Binding Effect; Benefits. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than the parties to this Agreement or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.

(c)No Guarantee of Future Awards. This Agreement does not guarantee the Participant the right to or expectation of future Awards under the Plan or any future plan adopted by the Company.

(d)Waiver. No waiver of any of any provision of this Agreement will constitute or be deemed to constitute a waiver of any other provision of this Agreement, nor will any such waiver constitute a continuing wavier unless otherwise expressly provided.

(e)Entire Agreement. This Agreement, together with the Plan, constitutes the entire obligation of the parties with respect to the subject matter of this Agreement and supersedes any prior written or oral expressions of intent or understanding with respect to such subject matter. Capitalized terms not explicitly defined in this Agreement but defined in the Option Certificate or the Plan shall have the meanings set forth in the Option Certificate or Plan, as applicable.

(f)Code Section 409A Compliance. This Option is intended to be exempt from the requirements of Code Section 409A and this Agreement shall be interpreted accordingly. To the extent that the Committee determines that any portion of the Option granted under this Agreement is subject to Code Section 409A and fails to comply with the requirements of Code Section 409A, notwithstanding anything to the contrary contained in the Plan or in this Agreement, the Committee reserves the right to amend, restructure, terminate or replace such portion of the Option in order to cause such portion of the Option to either not be subject to Code Section 409A or to comply with the applicable provisions of such section.

(g)Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of British Colombia and the federal laws of Canada, without giving effect to principles of conflicts of law of such state. If the Participant is a U.S. person, or was present in the U.S. at the time the Participant was offered the Option or at the time the Participant received the Option Certificate (the “U.S. Participant”), the U.S. Participant acknowledges and agrees that he or she will remain subject to U.S. securities and tax law notwithstanding this choice of law provision.

(h)Waiver of Jury Trial. Each of the parties hereto hereby irrevocably waives all right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement.

(i)Section and Other Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

(j)Counterparts; Electronic Signature. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. The facsimile, email or other electronically delivered signatures of the parties shall be deemed to constitute original signatures, and facsimile or electronic copies hereof shall be deemed to constitute duplicate originals.

(k)Acceptance. The Participant hereby acknowledges receipt of a copy of the Option Certificate, the Plan, the Exercise Notice and this Agreement. The Participant has read and understands the terms and provisions thereof, and accepts the Option subject to all of the terms and conditions thereof. The Participant acknowledges that there may be adverse tax consequences upon the vesting or exercise of the Option or disposition of the Shares received upon exercise of the Option and that the Participant has been advised to consult a tax advisor prior to such vesting, exercise or disposition.

EXERCISE NOTICE

TO:	Compensation Committee<br><br>c/o Robert Willette<br>enCore Energy Corp.<br><br>101 N. Shoreline Blvd, Suite 450<br><br>Corpus Christi, TX 78401

Exercise of Option

The undersigned hereby irrevocably gives notice, pursuant to the 2024 Long Term Incentive Plan (the “Plan”) of enCore Energy Corp. (the “Company”), of the exercise of the Option to acquire and hereby subscribes for (cross out inapplicable item):

(a)all of the Shares; or

(b)_______ of the Shares which are the subject of the Option Certificate attached hereto.

Calculation of total Exercise Price:

(a)number of Shares to be acquired on exercise:            ________________Shares

(b)times the Exercise Price per Share:                    $_______________

Total Exercise Price:                        $_______________

The Total Exercise Price is being tendered through (complete as applicable):

Certified check or bank draft payable to “enCore Energy Corp.”:	$______________
“Cashless Exercise” solely to the extent such completed in accordance with a procedure approved by the Compensation Committee of the Company’s Board of Directors:	$_____________
Value of _______ Shares pursuant to a Net Exercise procedure approved by the Compensation Committee of the Company’s Board of Directors:	$_____________

The undersigned directs the Company to issue the Shares as follows (check one):

□ Transfer Agent Account	□ Brokerage Account (complete the below)<br><br>Broker details:<br><br>1.DTC #: ___________________________<br><br>2.Broker Name: ______________________<br><br>3.Contact at Broker: __________________<br><br>4.Telephone: ________________________

The undersigned directs the Company to issue the Shares in the name of the undersigned, to be delivered to the undersigned at the following mailing address:

______________________________________

______________________________________

______________________________________

The undersigned represents and warrants to the Company that the undersigned will not dispose of the Shares received in connection with this exercise in any manner that would involve a violation of applicable law. By this exercise, the undersigned agrees (i) to provide such additional documents as the Company may require to comply with applicable law and (ii) to determine and be responsible for all tax consequences applicable to the undersigned with respect to the Shares.

All capitalized terms, unless otherwise defined in this Exercise Notice, will have the meaning provided in the Plan or Option Certificate and its related Stock Option Award Agreement.

Witness	Signature of Participant
Name of Witness (Print)	Name of Participant (Print)
	Email (Print)
	Phone Number (Print)
	Date (Print)

Document

Exhibit 10.10

Form of 2024 Incentive Stock Option Award

ENCORE ENERGY CORP.

2024 LONG TERM INCENTIVE PLAN

INCENTIVE STOCK OPTION CERTIFICATE

This Certificate is issued pursuant to the enCore Energy Corp. (the “Company”) 2024 Long Term Incentive Plan (the “Plan”) and evidences that [Participant] (the “Participant”) is the holder of an Incentive Stock Option (the “Option”) to purchase up to [XX] shares of Stock of the Company (the “Shares”) at a purchase price of [Can$X.XX] per Share (the “Exercise Price”). Capitalized terms not explicitly defined in this Certificate but defined in the Plan or the Stock Option Award Agreement shall have the meanings set forth in the Plan or the Stock Option Award Agreement, as applicable.

Subject to the provisions of the Plan and Stock Option Award Agreement:

(a)the “Grant Date” of this Option is [DATE]; and

(b)the “Expiration Date” of this Option is [DATE].

The right to purchase Shares under the Option will vest in the Participant in increments over the term of the Option as follows, subject to the Participant’s continued service as an employee of the Company or an Affiliate (or non-employee director or consultant of the Company or an Affiliate) as provided in the Stock Option Award Agreement:

Vesting Dates	Cumulative Number of Shares <br>which may be Purchased

Participant Acknowledgements: By your signature below or by electronic acceptance, you understand and agree that:

•The Option is governed by this Certificate, and the provisions of the Plan and the Stock Option Award Agreement and the Exercise Notice, all of which are made a part of this document. Unless otherwise provided in the Plan, this Certificate and the Stock Option Award Agreement may not be modified, amended or revised except in a writing signed by you and a duly authorized officer of the Company.

•This Certificate and the Option evidenced hereby are not assignable, transferable or negotiable and are subject to the detailed terms and conditions contained in the Plan and Stock Option Award Agreement. This Certificate is issued for convenience only and in the case of any dispute regarding any matter in respect hereof, the provisions of the Plan, Stock Option Award Agreement and the records of the Company shall prevail.

•Since this is an Incentive Stock Option, it (plus other outstanding Incentive Stock Options) cannot be first exercisable for more than $100,000 in value (measured by exercise price) in any calendar year. Any excess over $100,000 is a Nonqualified Stock Option.

•You consent to receive this Option Certificate, the Stock Option Award Agreement, the Plan, the Plan prospectus and any other Plan-related documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

•Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes.

ENCORE ENERGY CORP.<br><br>By:<br><br>Signature<br><br><br><br>Title:<br><br>Date:	PARTICIPANT:<br><br><br><br>Signature<br><br><br><br>Date:

Attachments: Stock Option Award Agreement, 2024 Long Term Incentive Plan, Exercise Notice

ENCORE ENERGY CORP.

2024 LONG TERM INCENTIVE PLAN

STOCK OPTION AWARD AGREEMENT

As reflected by Participant’s Stock Option Certificate (“Option Certificate”), enCore Energy Corp. (the “Company”) has granted the Participant an option under its 2024 Long Term Incentive Plan (the “Plan”) to purchase a number of Shares at the Exercise Price indicated in the Participant’s Option Certificate (the “Option”). Capitalized terms not explicitly defined in this Agreement but defined in the Option Certificate or the Plan shall have the meanings set forth in the Option Certificate or Plan, as applicable. The terms of the Option as specified in the Option Certificate and this Agreement constitute the Participant’s Award Agreement under the Plan.

The general terms and conditions applicable to Participant’s Option are as follows:

1.Kind of Option. This Option is intended to meet the requirements of an Incentive Stock Option, as indicated in the Option Certificate.

2.Vesting of the Option. Subject to the terms and conditions of the Plan and this Stock Option Award Agreement (the “Agreement”), Participant’s Option will be exercisable with respect to Shares that have or will become vested in accordance with the schedule set forth in the Option Certificate. Notwithstanding anything herein to the contrary, no portion of the Option shall become exercisable prior to the date on which a registration statement on Form S-8 with respect to the Shares has been filed. The treatment of Participant’s Option upon various termination events is set forth in Section 5 below.

3.Term. Participant’s Option will expire at 5:00 p.m. local time in Vancouver, British Columbia on the date that is five (5) years after the Grant Date (the “Expiration Date”). Notwithstanding the foregoing, Participant’s Option will expire earlier if Participant’s service terminates, as described below.

4.Exercise of Option. Participant may generally exercise the vested portion of the Option for whole Shares at any time during its term. In order to exercise the Option, the Participant shall submit to the Committee an Exercise Notice, in the form attached hereto (or such other form as approved by the Committee), together with the Participant’s Option Certificate and a certified check or bank draft payable to “enCore Energy Corp.” in an amount equal to the aggregate of the Exercise Price of the Shares in respect of which the Option is being exercised; provided, however, if approved by the Committee, Participant may also be eligible to exercise the Option by Net Exercise (for Nonqualified Stock Options only), Cashless Exercise or another approved procedure. Shares shall then be issued by the Company and a Share certificate delivered to the Participant (or, if the Shares are not certificated, the Participant’s name as record owner of the Shares shall be reflected in the books and records of the Company); provided, however, that the Company shall not be obligated to issue any Shares hereunder if the issuance of such Shares would violate the provisions of any applicable law.

5.Impact of Participant’s Termination of Continuous Service on Vesting and Exercisability. Upon termination of the Participant’s continuous service with the Company, the Participant’s right to exercise the Option will be subject to the following rules:

(a)Any Termination Impact on Vesting. In the event that the Participant’s service terminates for any reason, any portion of the Option held by the Participant that is not then vested and exercisable shall terminate and be cancelled immediately upon such termination of service.

(b)Impact on Exercisability.

(i)Termination due to Death. In the event that the Participant’s service is terminated by reason of the Participant’s death, any then-vested portion of the Option may be exercised by the Participant or the Participant’s beneficiary (as designated in accordance with the Plan) at any time during (A) the one (1) year period following the

(ii)Termination due to Disability. In the event that the Participant’s service is terminated by reason of the Participant’s Disability, any then-vested portion of the Option may be exercised by the Participant at any time during (A) the one (1) year period following the Participant’s termination of service, or (B) the Expiration Date of the Option, whichever period is shorter. In either case, the Option shall terminate immediately thereafter. “Disability” means a permanent and total disability as defined in Code Section 22(e)(3).

(iii)Termination for Cause. If Participant’s continuous service is terminated for Cause by the Company or an Affiliate, the Participant’s Option will cease being exercisable as of the Participant’s service termination date. “Cause” shall have the meaning assigned to such term in any Company or Affiliate unexpired employment, severance, or similar agreement with a Participant, or if no such agreement exists or if such agreement does not define “Cause” (or a word of like import), Cause means (A) theft, fraud, dishonesty, or misappropriation by the Participant involving the property, business or affairs of the Company or the discharge of Participant’s responsibilities or the exercise of his or her authority, (B) willful misconduct or the willful failure by the Participant to properly discharge his or her responsibilities or to adhere to the policies of the Company, (C) the Participant’s gross negligence in the discharge of his or her responsibilities or involving the property, business, or affairs of the Company to the material detriment of the Company, (D) the Participant’s conviction of a criminal or other statutory offence that constitutes a felony or which has a potential sentence of imprisonment greater than six (6) months or the Participant’s conviction of a criminal or other statutory offence involving, in the sole discretion of the Board, moral turpitude, (E) the Participant’s material breach of a fiduciary duty owed to the Company, (F) the Participant’s breach of any agreement with the Company or Affiliate (including, without limitation, any confidentiality, non-competition, non-solicitation or assignment of inventions agreement), (G) the Participant’s unreasonable refusal to follow the lawful written direction of the Board or the Chair of the Board on any material matter, (H) any conduct of the Participant which, in the reasonable opinion of the Board, is materially detrimental or embarrassing to the Company, or (I) any other conduct by the Participant that would constitute “just cause” as that term is defined at law. A Participant’s employment shall be deemed to have terminated for “Cause” if, on the date his or her employment terminates, facts and circumstances exist that would have justified a termination for Cause, to the extent that such facts and circumstances are discovered within three (3) months following such termination. The Committee, in its absolute discretion, shall determine the effect of all matters and questions relating to whether a Participant has been discharged for Cause.

(iv)Other Termination of Service. In the event that the Participant’s service terminates for any reason other than those set forth in Sections 5(b)(i) through (iii), any then-vested portion of the Option may be exercised by the Participant at any time during (A) the ninety (90) day period following the Participant’s termination of service, or (B) the Expiration Date of the Option, whichever period is shorter. The Option shall terminate immediately thereafter.

(v)Special Rules for Incentive Stock Options. To obtain the federal income tax advantages associated with an Incentive Stock Option, the Code requires that at all times beginning on the Grant Date of each Option and ending on the day three (3) months before the date of each Option’s exercise, the Participant must be an employee of the Company or an Affiliate, except in the event of the Participant’s death or Disability. If the Company provides for the extended exercisability of an Option under certain circumstances for a Participant’s benefit, the Option will not necessarily be treated as an Incentive Stock Option if the Participant exercise the Option more than three (3) months after the date the Participant’s employment terminates.

6.Withholding Obligation. As further provided in Section 10 of the Plan: (a) a Participant may not exercise their Option unless the applicable tax withholding obligations are satisfied, (b) the Company shall not be required to issue Shares or to recognize the disposition of such shares until any withholding tax obligations that arise by reason of exercise or settlement of the Option are satisfied, and (c) at the time the Participant exercises their Option, in whole or in part, or at any time thereafter as requested by the Company, the Participant hereby authorizes withholding from payroll and any other amounts payable to the Participant, and otherwise agrees to make adequate provision for (including by means of a “cashless exercise” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations, if any, which arise in connection with the exercise of the Participant’s Option in accordance with the withholding procedures established by the Company. Accordingly, the Participant may not be able to exercise their Option even though the Option is vested, and the Company shall have no obligation to issue Shares subject to the Participant’s Option, unless and until such obligations are satisfied. In the event that the amount of the Company’s withholding obligation in connection with an Option was greater than the amount actually withheld by the Company, the Participant agrees to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount.

7.Incentive Stock Option. This Section 7 applies if an Option is intended to qualify as an Incentive Stock Option within the meaning of Code Section 422. To the extent that the aggregate Fair Market Value (determined on the Grant Date) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year (under all plans of the Company and its Affiliates) exceeds $100,000, the Options or portions thereof that exceed such limit (according to the order in which they were granted) shall be treated as Nonqualified Stock Options. The Participant understands that in order to obtain the benefits of an Incentive Stock Option, no sale or other disposition may be made of Shares for which Incentive Stock Option treatment is desired within one (1) year following the date of exercise of the Option or within two (2) years from the Grant Date. The Participant understands and agrees that the Company shall not be liable or responsible for any additional tax liability the Participant incurs in the event that the Internal Revenue Service for any reason determines that this Option does not qualify as an Incentive Stock Option within the meaning of the Code. The Participant must notify the Company in writing within fifteen (15) days after the date of any disposition of any of the Shares issued upon exercise of an Option that occurs within two (2) years after the date of their Option grant or within one (1) year after such Shares are transferred upon exercise of their Option. The Participant also agrees to provide the Company with any information concerning any such dispositions as the Company requires for tax purposes.

8.Nontransferability of Awards. The Option granted hereunder may not be sold, transferred, pledged, assigned, encumbered or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. All rights with respect to the Option granted to the Participant hereunder shall be exercisable during his or her lifetime only by such Participant. Following the Participant’s death, all rights with respect to the Option that were exercisable at the time of the Participant’s death and have not terminated shall be exercised by his or her designated beneficiary, his or her estate, subject to the terms of the Plan.

9.Adjustments. The Shares subject to the Option may be adjusted in any manner as contemplated by Section 8 of the Plan.

10.No Liability for Taxes. As a condition to accepting the Option, the Participant hereby (a) agrees to not make any claim against the Company, or any of its officers, directors, employees or Affiliates related to tax

liabilities arising from the Option or other Company compensation and (b) acknowledges that the Participant was advised to consult with their own personal tax, financial and other legal advisors regarding the tax consequences of the Option and have either done so or knowingly and voluntarily declined to do so.

11.Requirements of Law. The issuance of Shares pursuant to the Option shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. No Shares shall be issued upon exercise of any portion of the Option granted hereunder, if such exercise would result in a violation of applicable law, including the U.S. federal securities laws and any applicable state or foreign securities laws.

12.No Guarantee of Service. Nothing in this Agreement shall interfere with or limit in any way the right of the Company or an Affiliate thereof, the Board or its stockholders to terminate the Participant’s service at any time or confer upon the Participant any right to continued service.

13.No Rights as Stockholder. The Participant will not have any of the rights of a stockholder with respect to any Shares unless and until the Company has issued or transferred such Shares to the Participant after the exercise of the Option. As a condition to the Company’s obligation to issue or transfer Shares to the Participant after the exercise of the Option, the Participant shall have paid in full for the Shares as to which he or she exercised the Option.

14.Interpretation; Construction. Any determination or interpretation by the Committee under or pursuant to this Agreement shall be final and conclusive on all persons affected hereby. Except as otherwise expressly provided in the Plan, in the event of a conflict between any term of this Agreement and the terms of the Plan, the terms of the Plan shall control.

15.Amendments. The Committee may, in its sole discretion, at any time and from time to time, alter or amend this Agreement and the terms and conditions of the unvested portion of any Option (but not any vested portion of an Option) in whole or in part, including without limitation, amending the criteria for vesting set forth in the Option Certificate and Section 2 hereof, substituting alternative vesting and exercisability criteria and imposing certain blackout periods on Options; provided that such alteration, amendment, suspension or termination shall not adversely alter or impair the rights of the Participant under the Option without the Participant’s consent. The Company shall give written notice to the Participant of any such alteration or amendment of this Agreement as promptly as practicable after the adoption thereof. This Agreement may also be amended by a writing signed by both the Company and the Participant.

16.Erroneously Awarded Compensation. Notwithstanding any provision in the Plan or in this Agreement to the contrary, this Award shall be subject to any compensation recovery and/or recoupment policy that may be adopted and amended from time to time by the Company to comply with applicable law, including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or to comport with good corporate governance practices.

17.Miscellaneous.

(a)Notices. All notices, requests, demands, letters, waivers and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally, mailed, certified or registered mail with postage prepaid, sent by next-day or overnight mail or delivery, or sent by fax, as follows:

(i)If to the Company:

enCore Energy Corp.

101 N. Shoreline Blvd, Suite 450

Corpus Christi, TX 78401

Attention: Robert Willette

(ii)If to the Participant, to the Participant’s last known home address,

or to such other person or address as any party shall specify by notice in writing to the Company. All such notices, requests, demands, letters, waivers and other communications shall be deemed to have been received (w) if by personal delivery on the day after such delivery, (x) if by certified or registered mail, on the fifth business day after the mailing thereof, (y) if by next-day or overnight mail or delivery, on the day delivered, or (z) if by fax, on the day delivered, provided that such delivery is confirmed.

(b)Binding Effect; Benefits. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than the parties to this Agreement or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.

(c)No Guarantee of Future Awards. This Agreement does not guarantee the Participant the right to or expectation of future Awards under the Plan or any future plan adopted by the Company.

(d)Waiver. No waiver of any of any provision of this Agreement will constitute or be deemed to constitute a waiver of any other provision of this Agreement, nor will any such waiver constitute a continuing wavier unless otherwise expressly provided.

(e)Entire Agreement. This Agreement, together with the Plan, constitutes the entire obligation of the parties with respect to the subject matter of this Agreement and supersedes any prior written or oral expressions of intent or understanding with respect to such subject matter. Capitalized terms not explicitly defined in this Agreement but defined in the Option Certificate or the Plan shall have the meanings set forth in the Option Certificate or Plan, as applicable.

(f)Code Section 409A Compliance. This Option is intended to be exempt from the requirements of Code Section 409A and this Agreement shall be interpreted accordingly. To the extent that the Committee determines that any portion of the Option granted under this Agreement is subject to Code Section 409A and fails to comply with the requirements of Code Section 409A, notwithstanding anything to the contrary contained in the Plan or in this Agreement, the Committee reserves the right to amend, restructure, terminate or replace such portion of the Option in order to cause such portion of the Option to either not be subject to Code Section 409A or to comply with the applicable provisions of such section.

(g)Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of British Colombia and the federal laws of Canada, without giving effect to principles of conflicts of law of such state. If the Participant is a U.S. person, or was present in the U.S. at the time the Participant was offered the Option or at the time the Participant received the Option Certificate (the “U.S. Participant”), the U.S. Participant acknowledges and agrees that he or she will remain subject to U.S. securities and tax law notwithstanding this choice of law provision.

(h)Waiver of Jury Trial. Each of the parties hereto hereby irrevocably waives all right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement.

(i)Section and Other Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

(j)Counterparts; Electronic Signature. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. The facsimile, email or other electronically delivered signatures of the parties shall be deemed to constitute original signatures, and facsimile or electronic copies hereof shall be deemed to constitute duplicate originals.

(k)Acceptance. The Participant hereby acknowledges receipt of a copy of the Option Certificate, the Plan, the Exercise Notice and this Agreement. The Participant has read and understands the terms and provisions thereof, and accepts the Option subject to all of the terms and conditions thereof. The Participant acknowledges that there may be adverse tax consequences upon the vesting or exercise of the Option or disposition of the Shares received upon exercise of the Option and that the Participant has been advised to consult a tax advisor prior to such vesting, exercise or disposition.

EXERCISE NOTICE

TO:	Compensation Committee<br><br>c/o Robert Willette<br>enCore Energy Corp.<br><br>101 N. Shoreline Blvd, Suite 450<br><br>Corpus Christi, TX 78401

Exercise of Option

The undersigned hereby irrevocably gives notice, pursuant to the 2024 Long Term Incentive Plan (the “Plan”) of enCore Energy Corp. (the “Company”), of the exercise of the Option to acquire and hereby subscribes for (cross out inapplicable item):

(a)all of the Shares; or

(b)_______ of the Shares which are the subject of the Option Certificate attached hereto.

Calculation of total Exercise Price:

(a)number of Shares to be acquired on exercise:            ________________Shares

(b)times the Exercise Price per Share:                    $_______________

Total Exercise Price:                        $_______________

The Total Exercise Price is being tendered through (complete as applicable):

Certified check or bank draft payable to “enCore Energy Corp.”:	$______________
“Cashless Exercise” solely to the extent such completed in accordance with a procedure approved by the Compensation Committee of the Company’s Board of Directors:	$_____________
Value of _______ Shares pursuant to a Net Exercise procedure approved by the Compensation Committee of the Company’s Board of Directors (only available for Nonqualified Stock Options):	$_____________

The undersigned directs the Company to issue the Shares as follows (check one):

□ Transfer Agent Account	□ Brokerage Account (complete the below)<br><br>Broker details:<br><br>1.DTC #: ___________________________<br><br>2.Broker Name: ______________________<br><br>3.Contact at Broker: __________________<br><br>4.Telephone: ________________________

The undersigned directs the Company to issue the Shares in the name of the undersigned, to be delivered to the undersigned at the following mailing address:

______________________________________

______________________________________

______________________________________

The undersigned represents and warrants to the Company that the undersigned will not dispose of the Shares received in connection with this exercise in any manner that would involve a violation of applicable law. By this exercise, the undersigned agrees (i) to provide such additional documents as the Company may require to comply with applicable law and (ii) to determine and be responsible for all tax consequences applicable to the undersigned with respect to the Shares.

All capitalized terms, unless otherwise defined in this Exercise Notice, will have the meaning provided in the Plan or Option Certificate and its related Stock Option Award Agreement.

Witness	Signature of Participant
Name of Witness (Print)	Name of Participant (Print)
	Email (Print)
	Phone Number (Print)
	Date (Print)

Document

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT ("Agreement"') is effective as of the April 1, 2023 (the "Effective Date"), by and between URI, Inc. ("URI" or the "Company"), a subsidiary of encore Energy Corp. ("encore") and William Morris Sheriff (the "Employee").     .

In consideration of the agreements contained in this Agreement, and other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Employee    ,

hereby agree as follows:

ARTICLE 1 EMPLOYMENT, REPORTING AND DUTIES

1.1Employment

The Company hereby employs and engages the services of Employee to serve as Executive Chairman and Director of encore, and Employee agrees to diligently and competently serve as and perform the functions of Executive Chairman for the compensation and benefits stated herein. A copy of Employee's current job description is attached hereto as Exhibit A, and Company and Employee agree and acknowledge that, subject to Section 4.2(b), Company retains the right to reasonably add to, or remove, duties and responsibilities set forth in that job description as business or other operating reasons may arise for changes to occur. It is understood that Employee will be appointed an officer of encore and Director of encore during the Term of this Agreement

1.2Fulltime Service

Excluding any periods of vacation and sick leave to which Employee may be entitled, Employee agrees to devote approximately 80% of Employee' s full time and energies to his responsibilities with the Company and shall not, during the Term of this Agreement, be engaged in any business activity which would interfere with or prevent Employee from carrying out Employee's duties under this Agreement The Company acknowledges that the Employee may continue to serve on other boards of directors and be involved in other non-uranium public and/or private companies.

1.3Location

The Employee shall work from any location with suitable electronic access approved by the board.

1.4Fiduciary

The Employee is a fiduciary and will honor all of his fiduciary duties to the Company both during the Term and after ceasing to be an employee.

1.5No Prior Restrictions

The Employee represents and warrants that his employment with the Company does not violate, or cause him to be in breach of, any obligation or covenant made to any former employer or other third party, and that during the course of his employment with the Company he will not take any action that would violate or breach any legal obligation that he may have to any former employer or other third party.

1.6Annual Physical

The Employee agrees to obtain an annual physical exam from a medical doctor licensed and in good standing in the United States.

ARTICLE 2 COMPENSATION AND RELATED ITEMS

1.1Compensation

As compensation and consideration for the services to be rendered by Employee under this Agreement, during the Term the Company agrees to pay Employee and Employee agrees to accept:

(a)Base Salary and Benefits. A base salary ("Base Salary") of $300,000 per annum, which shall be paid in accordance with the Company's standard payroll practice. Employee's Base Salary may be increased from time to time (but not decreased, including after any increase, without Employee's written consent), at the discretion of the Company, and after any such change, Employee's new level of Base Salary shall be Employee’s Base Salary for purposes of this Agreement until the effective date of any subsequent change. Employee shall also receive benefits such as health insurance, vacation, and other benefits consistent with the then applicable Company benefit plans to the same extent as other employees of the Company with similar position or level. Employee understands and agrees that, subject to Sections 2.1(b) and (c) below, Company's benefit plans may, from time to time, be modified or eliminated at Company's discretion.

(b)Cash Bonus. A cash bonus opportunity (the "Cash Bonus") during ea.ch calendar year with a target (the "Target Cash Bonus") equal to seventy five percent (75%) (the "Target Cash Bonus Percentage"') of the Base Salary for the year for which the cash bonus is paid, such cash bonus to be paid in accordance with the determination of enCore's Compensation Committee based on a number of agreed metrics, including: a.) Financial Condition of encore; b.) Predetermined goals established between the Employee and encore; and c.) Share price performance. In order to receive any Cash Bonus, the Employee must be employed by the Company at the time such Cash Bonus is to be paid. The Cash Bonus will be paid no later than March 15th of the year following the year for which the Cash Bonus is being paid.

(c)Special Bonus Consideration. The Employee is entitled to be considered for a Special Bonus that will be established by the Company for exceptional achievements as measured by the company's market capitalization, its growth profile in assets or by any other metrics as decided by the Compensation Committee and ratified by the board.

(d)Stock Options. The Employee is entitled to continue to participate in the encore stock option plan ("SOP"). Future annual and special grants will be determined by the Board with guidance from the Compensation Committee. All grants are subject to the terms and conditions of the SOP.

1.2Expenses

The Company agrees that Employee shall be allowed reasonable and necessary business expenses in connection with the performance of Employee's duties within the guidelines established by the Company as in effect at any time with respect to key employees ("Business Expenses"), including, but not limited to, reasonable and necessary expenses for food, travel, lodging, entertainment, and other items in the promotion of the Company within such guidelines. The Company shall promptly reimburse Employee for all

reasonable Business Expenses incurred by Employee upon Employee's presentation to the Company of an itemized account thereof, together with receipts, vouchers, or other supporting documentation or as a per diem at rates agreed to by the CFO and the Employee.

1.3Vacation

Employee will be entitled to five weeks of vacation each year during the Term, in addition to the paid holidays each year stipulated as holidays by the state where ,the Employee resides. Carry over from one year to the next will be as per the Company's paid leave policy. Any unused vacation not carried over from year to year shall be paid pro rata to the Employee.

ARTICLE 3 TERMINATION

1.1Term

Employee's employment under this Agreement shall commence on the Effective Date and will end on the date (the "Initial Expiration Date") that is the second anniversary of the Effective Date, unless extended under the terms of this Section; provided that the Employee's employment may be terminated before the Initial Expiration Date or the end of any extended term under the provisions of this Article. If neither Company nor Employee provide written notice of intent not to renew this Agreement by ninety (90) days prior to the Initial Expiration Date, this Agreement shall be automatically renewed for twelve (12) additional months from the second anniversary of the Effective Date, and if neither Company nor Employee provide written notice of intent not to renew this Agreement prior to ninety (90) days before the end of such additional 12-month period, this Agreement shall continue to be automatically renewed for successive additional 12- month periods from the anniversary date of the Effective Date until such time as either Company or Employee provide written notice of intent not to renew prior to ninety (90) days before the end of any such renewal period. The "Term" of this Agreement consists of the initial two years and each 12-month extension.

1.2Termination of Employment

Except as may otherwise be provided herein, Employee's employment under this Agreement may terminate upon the occurrence of:

(a)Notice by Company. The termination date specified in a written notice of termination that is given by the Company to Employee;

(b)Notice by Employee. Thirty (30) days after written notice of termination is given by Employee to the Company;

(c)Death or Disability. Employee's death or, at the Company's option, upon Employee's becoming disabled;

(d)Deemed Termination Without Just Cause upon a Change of Control. A deemed termination without just cause under Section 4.1(a) upon the occurrence of a Change of Control; or

(e)Notice Not to Renew. If the Company or Employee gives the other a notice not to renew this Agreement under Section 3.1, employment under this Agreement shall terminate at the close of business at the end of the Initial Expiration Date or at the end of the 12-month renewal period in which timely notice not to renew was given, as the case may be.

A notice by the Company not to renew shall be considered a notice of termination, resulting in the Company terminating Employee's employment under this Agreement.

Any notice of termination given by the Company to Employee under Section 3.2(a) or (e) above shall specify whether such termination is with or without just cause as defined in Section 3.4. Any notice of termination given by Employee to the Company under Section 3.2(b) above shall specify whether such termination is made with or without Good Reason as defined in Section 4.2(b).

In the event of any termination of the Employee's employment with the Company, regardless of reason or who initiates the termination, the Employee agrees that he will be deemed to have resigned, effective as of the date of the termination of his employment with the Company, from all director, officer, or other positions that he may hold within the Company Group (as defined below), or with any other entity to the extent that he is serving in such capacity for such other entity at the request of the Company Group. Consistent with paragraph, the Employee agrees, to the extent requested by the Company Group, or any other entity, to execute and immediately submit a letter of resignation, or other documentation to that effect, to the Company Group or to such other entity, as applicable.

1.3Obligations of the Company Upon Termination

(a)With Just Cause/Without Good Reason. If the Company terminates Employee's employment under this Agreement with just cause as defined in Section 3.4, or if Employee terminates his employment without Good Reason as defined in Section 4.2(b), in either case whether before or after a Change of Control as defined in Section 4.2(a), then Employee's employment with the Company shall terminate without further obligation by the Company to Employee, other than payment of all accrued obligations ("Accrued Obligations"), including outstanding Base Salary, accrued vacation pay and any other cash benefits accrued up to and including the date of termination. Payment for Accrued Obligations shall be made in one lump sum, within twenty 20) working days after the effective date of such termination. The Employee will also be entitled to exercise any rights with respect to stock options on termination of employment in accordance with the SOP and the terms and conditions of each grant.

(b)With Good Reason/Without Just Cause/Disabled/Death. If Employee terminates Employee's employment under this Agreement for Good Reason as defined in Section 4.2(b), or if the Company terminates Employee' s employment without just cause as defined in Section 3.4, or where the Company does not renew the Agreement as per section 3.2(e) of this Agreement, or if the Company terminates Employee's employment by reason of Employee becoming Disabled as defined in Section 3.5, or if Employee dies (in which case the date of Employee's death shall be considered his or her termination date), in any case whether before or after a Change of Control as defined in Section 4.1(a), or if there is a deemed termination without just cause upon a Change of Control as contemplated by Section 4.1(a), then Employee's employment with the Company shall terminate, as of the effective date of the termination, and in lieu of any other severance benefit that would otherwise be payable to Employee:

(i)For each applicable circumstance, the Company shall pay the following amounts to Employee (or, in the case of termination by reason of Employee becoming Disabled or upon the death of Employee, to Employee's legal representative or estate as applicable) after the effective d.ate of such termination:

(A)all Accrued Obligations, less required tax withholding, up to and including the date of termination, to be paid on the date of termination of employment, or within no more than twenty working days thereafter, and

the Company will reimburse the Employee for all proper Business Expenses incurred by the Employee in discharging his responsibilities to the Company prior to the e'ffective date of termination of the Employee's employment in accordance with Section 2.2 above; and

(B)in the event of a termination without just cause or a deemed termination without just cause upon a Change of Control, an amount in cash equal to two (2.0) (the "Severance Fa_ctor") times the sum of Employee's Base

Salary and one full year’s annual Target Cash Bonus, adjusted for inflation from the date of this contract as reported by the US CPI, to be paid within thirty (30) calendar days after the date Employee signs the Release contemplated by Section 3.7 and such Release becomes effective provided that, if the time period in which the Release must be executed and become effective spans two separate calendar years, then such amount shall not be paid prior to January 1 of the second of such calendar years;

(C)in the event of a termination by reason of a Disability, or where the Employee dies or where the Company does not renew the Agreement as per Section 3.2(e) of this Agreement, an amount in cash equal to two (2.0) (the "Severance Factor") times the sum of Employee's Base Salary and the full annual Target Cash Bonus for the calendar year in which the Date of Termination occurs such amount to be paid within thirty (30) calendar days after the date Employee signs the Release contemplated by Section

3.7 and such Release becomes effective provided that, if the time period in which the Release must be executed and become effective spans two separate calendar years, then such amount shall not be paid prior to January 1 of the second of such calendar years.

(ii)The Employee will also be entitled to exercise any rights with respect to stock options on termination of employment in accordance with the SOP and the terms and conditions of each grant.

(iii)Upon termination, and conditioned on the Employee signing the Release contemplated by Section 3.7 and such Release becoming effective, the Company or its Successor (as defined in Section 4.1(a)), agrees to pay Employee the full cost of his COBRA continuation rate charged by the Company for employee and, if applicable, dependent coverage, on a monthly basis, for a period of months equal to twelve times the applicable Severance Factor (the "Coverage Period"), beyond Employee's termination month, less any period covered by the Employee's previous employer if applicable. Employee and if applicable his dependents may, at their choosing and if eligible, enroll in COBRA continuation under the group health insurance plan through the Company (generally for the first eighteen months following Employee's termination month) or, if they choose, they may enroll in a separate plan of their choosing, by using these payments to enroll in medical and prescription insurance of their choosing. Payment at the rate described herein will continue for the Coverage Period beyond Employee's termination month, whether or not Employee and his dependents remain eligible for and/or covered under COBRA during the entirety of that period. These payments will be to Employee directly and will be grossed up so that there is no negative tax impact to the

\

Employee for the amount charged by the insurance carriers for the COBRA continuation coverage for the current month. The monthly payment amount for COBRA coverage will be indexed annually and will match the rate charged for any month of coverage available by the insurance carrier for Medical, Dental, and Optical coverage through encore for employee and, if applicable, dependent coverage; and

(iv)Nothing herein shall preclude the Company from granting additional severance benefits to Employee upon termination of employment.

Notwithstanding the foregoing, in the case of Disability, any Base Salary payable to Employee during the one hundred and eighty (180) day period of disability set forth in Section 3.5 below will be limited to the amount payable without causing a reduction in the amount of any disability benefits Employee receives or is entitled to receive as a result of any disability insurance policies for which the Company has paid the premiums.

(c)Section 280G. Notwithstanding any other provisions of this Agreement, or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits provided or to be provided by the Company or its affiliates to Employee or for Employee's benefit pursuant to the terms of this Agreement or otherwise ("Covered Payments") constitute "parachute payments" within the meaning of Section 280G of the Code and would, but for this Section 3.3(c) be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the "Excise Tax"), then the following shall apply:

(i)If the Covered Payments, reduced by the sum of (I) the Excise Tax and (2) the total of the Federal, state, and local income and employment taxes payable by Employee on the amount of the Covered Payments which are in excess of three times Employee's "base amount" within the meaning of Section 280(G) of the Code less one dollar (the "Threshold Amount"), are greater than or equal to the Threshold Amount, Employee shall be entitled to the full benefits payable under this Agreement; and

(ii)If the Threshold Amount is less than (1) the Covered Payments, but greater than

(2) the Covered Payments reduced by the sum of (x) the Excise Tax and (y) the total of the Federal, state, and local income and employment taxes on the amount of the Covered Payments which are in excess of the Threshold Amount, then the Covered Payments shall be reduced (but not below zero) to the extent necessary so that the sum of all Covered Payments shall not exceed the Threshold Amount. In such event, the Covered Payments shall be reduced in the following order: (A) cash payments not subject to Section 409A; (B) cash payments subject to Section 409A; (C) equity-based payments and acceleration; and (D) non-cash forms of benefits. To the extent any payment is to be made over time (e.g., in installments, etc.), then the payments shall be reduced in reverse chronological order.

(iii)For purposes of determining which of the alternative provisions of Section 3.3(c) shall apply, Employee shall be deemed to pay Federal income taxes at the highest marginal rate of Federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at

the highest marginal rates of individual taxation in the state and locality of Employee' s residence on the date of termination, net of the maximum reduction in Federal income taxes which could be obtained from deduction of such state and local taxes. Any determination by the Accounting Firm shall be binding upon the Company and Employee.

(iv)The determination as to which of the alternative provisions of Section 3.3(c)(ii) shall apply to Employee shall be made by a nationally recognized accounting firm selected by the Company (the "Accounting Firm"), which shall provide detailed supporting calculations both to the Company and Employee within 15 business days of the date of termination, if applicable, or at such earlier time as is reasonably requested by the Company or Employee.

1.4Definition of Just Cause

As used in this Agreement, the term "just cause" will mean any one or more of the following events:

(a)theft, fraud, dishonesty, or misappropriation by Employee involving the property, business or affairs of the Company or the discharge of Employee's responsibilities or the exercise of his authority;

(b)willful misconduct or the willful failure by Employee to properly discharge his responsibilities or to adhere to the policies of the Company;

(c)Employee's gross negligence in the discharge of his responsibilities or involving the property, business, or affairs of the Company to the material detriment of the Company;

(d)Employee's conviction of a criminal or other statutory offence that constitutes a felony or which has a potential sentence of imprisonment greater than six (6) months or Employee's conviction of a criminal or other statutory offence involving, in the sole discretion of the Board, moral turpitude;

(e)Employee's material breach of a fiduciary duty owed to the Company;

(f)any material breach by Employee of the covenants contained in Articles 5 or 6 below;

(g)Employee's unreasonable refusal to follow the lawful written direction of the Board or the Chair of the Board on any material matter;

(h)any conduct of Employee which, in the reasonable opinion of the Board, is materially detrimental or embarrassing to the Company; or

(i)any other conduct by Employee that would constitute "just cause" as that term is defined at law.

The Company must provide written notice to Employee prior to termination for just cause pursuant to Section 3.4(c), (f), (g), (h), or (i) and where the conduct is reasonably capable of being cured provide Employee the opportunity to correct and cure the failure within thirty (30) days from the receipt of such notice. If the parties disagree as to whether the Company had just cause to terminate the Employee's employment, the dispute will be submitted to binding arbitration pursuant to Section 7.11 below.

1.5Definition of Disabled

As used herein, "Disabled"' shall mean a mental or physical impairment which, in the reasonable opinion of a qualified doctor selected by mutual agreement of the Company and Employee acting reasonably, renders Employee unable, with reasonable accommodation, to perform with reasonable diligence the essential functions and duties of Employee on a full-time basis in accordance with the terms of this Agreement, which inability continues for a period of not less than 180 consecutive days. The providing of service to the Company for up to two (2) three (3) day periods during the one hundred and eighty (180) day period of disability will not affect the determination as to whether Employee is Disabled and will not restart the one hundred and eighty (180) day period of disability. If any dispute arises between the parties as to whether Employee is Disabled, Employee will submit to an examination by a physician selected by the mutual agreement of the Company and Employee acting reasonably, at the Company's expense. The decision of the physician will be certified in writing to the Company, and will also be sent by the physician to Employee or Employee' s legally authorized representative and will be conclusive for the purposes of determining whether Employee is Disabled. If Employee fails to submit to a medical examination within twenty (20) days after the Company's request, Employee will be deemed to have voluntarily terminated his or her employment.

1.6Return of Materials

Confidential Information. In connection with Employee's separation from employment for any reason or at any time upon request by the Company, Employee shall return any and all physical property belonging to the Company, and all material or records of whatever type containing "Confidential Information" as defined in Section 5.2 below, including, but not limited to, any and all documents, whether in paper or electronic form, which contain Confidential Information, any customer information, production in formation, manufacturing-related information, pricing information, files, memoranda, reports, pass codes/access cards, training or other reference manuals, Company vehicle, telephone, gas cards or other Company credit cards, keys, computers, laptops, including any computer disks, software, facsimile machines, memory devices, printers, telephones, pagers, or the like.

1.7Delivery of Release

Within ten (10) working days after termination of Employee's employment, and as a condition for receipt of payments set forth in Section 3.3(b)(i)(B), 3.3(b)(i)(C), 3.3(b)(iii), and 4.1(a), the Company shall provide to Employee, or Employee's legal representative, for signature a form of written release, which form shall be satisfactory to the Company and generally consistent with the form of release used by the Company prior to such termination of employment (the "Release") and which shall provide a full release of all claims against the Company, encore and its corporate affiliates and related individuals, except for claims pursuant to any directors and officers liability insurance applicable to the Employee that may have been purchased by the Company and except where Employee has been named as a defendant in a legal action arising out of the performance of Employee's responsibilities in which case the Release will exempt any claims which Employee or his or her legal representative or estate may have for indemnity by the Company with respect to any such legal action. As a condition to the obligation of the Company to make the payments provided for in such Sections. Employee, or Employee's legal representative, shall execute and deliver the Release to the Company and such Release must become effective within the time periods provided for in said Release which time period will not exceed 60 days.

ARTICLE 4 CHANGE OF CONTROL

1.1Effect of Change of Control

In the event of a Change of Control of encore during the Term the following provisions shall apply:

(a)If upon the Change of Control

(i)Employee is not retained by the Company or its successor (whether direct or indirect, by purchase of assets, merger, consolidation, exchange of securities, amalgamation, arrangement or otherwise) to all or substantially all of the business and/or assets of encore ("Successor") on substantially the same terms and conditions as set out in this Agreement and in circumstances that would not constitute Good Reason (where Good Reason is determined by reference to Employee's employment status prior to the Change of Control and prior to any other event that could constitute Good Reason); and/or

(ii)any such Successor does not, by agreement in form and substance satisfactory to Employee, expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place, then Employee's employment shall terminate and be deemed to be terminated without just cause upon such Change of Control and Employee shall be entitled to the compensation and all other rights specified in Article 3 in the same amount and on the same terms as if terminated without just cause as set out therein, subject to the additional rights set out in paragraph (d) below;

(b)All rights of Employee in this Agreement, including without limitation all rights to severance and other rights upon a termination with or without just cause, with or without Good Reason, upon a disability or upon death under Article 3 of this Agreement shall continue after a Change of Control in the same manner as before the Change of Control, subject to the additional rights set out in paragraph (d) below;

(c)For clarity, if there is a Change of Control and the employment of the Employee is continued by the Company or its Successor on substantially the same terms and conditions then the Employee will not be entitled to any compensation under Article 3 of this Agreement; and

(d)If,

(i)there is a deemed termination without just cause under Section 4.1(a); or

(ii)within twelve (12) months following the effective date of the Change of Control, encore, or its Successor, terminates the employment of Employee without just cause or by reason of Disability, or Employee terminates his employment under this Agreement for Good Reason,

then, in addition to the other rights Employee has under this Agreement, and notwithstanding any other provision in this Agreement, but subject to the terms of the SOP and each grant, all of the stock options previously granted to Employee that haye

neither vested nor expired will automatically vest and become immediately exercisable. Employee

will have ninety (90) days from the effective date of the termination of Employee's employment to exercise any stock options which had vested as of the effective date of termination and thereafter Employee's stock options will expire and Employee will have no further right to exercise the stock options.

1.2Definitions of Change of Control and Good Reason

For the purposes of this Agreement,

(a)"Change of Control" will mean the happening of any of the following: any transaction at any time and by whatever means pursuant to which (A.) encore goes out of existence by any means, except for any corporate transaction or reorganization in which the proportionate voting power among holders of securities of the entity resulting from such corporate transaction or reorganization is substantially the same as the proportionate voting power of such holders of encore voting securities immediately prior to such corporate transaction or reorganization, (8.) any Person (as defined in the Securities Act (Ontario)) or any group of two or more Persons acting jointly or in concert (other than encore, a wholly owned Subsidiary of encore, an employee benefit plan of the encore or of any of its wholly owned Subsidiaries (as defined in the Securities Act (Ontario)), including the trustee of any such plan acting as trustee) hereafter acquires the direct or indirect beneficial ownership (as defined by the Business Corporations Act (Ontario)) of, or acquires the right to exercise control or direction over, securities of encore representing 50% or more of the enCore's then issued and outstanding securities in any manner whatsoever, including, without limitation, as a result of a take-over bid, an exchange of securities, an amalgamation of encore with any other entity, an arrangement, a capital reorganization or any other business combination or reorganization, or (C) the sale, assignment or other transfer of all or substantially all of the assets of encore in one or a series of transactions, whether or not related, to a Person or any group of two or more Persons acting jointly or in concert, other than a wholly-owned Subsidiary of encore, and for greater certainty includes;

(i)the dissolution or liquidation of encore except in connection with the distribution of assets of encore to one or more Persons which were wholly owned Subsidiaries of encore immediately prior to such event;

(ii)the occurrence of a transaction requiring approval of the encore 's shareholders whereby encore is acquired through consolidation, merger, exchange of securities, purchase of assets, amalgamation, arrangement or otherwise by any other Person (other than a short form amalgamation or exchange of securities with a wholly-owned Subsidiary of encore);

(iii)a majority of the members of the Board are replaced or changed as a result of or in connection with any: (A) takeover bid, consolidation, merger, exchange of securities, amalgamation, arrangement, capital reorganization or any other business combination or reorganization involving or relating to encore; (B) sale, assignment or other transfer of all or substantially all of the assets of encore in one or a series of transactions, or any purchase of assets; or (C) dissolution or liquidation of encore;

(iv)during any two-year period, a majority of the members of the Board serving at the date of this Agreement is replaced by directors who are not nominated and approved by the Board;

(v)an event set forth in (i), (ii), (iii), (iv), or (v) has occurred with respect to encore or any of its direct or indirect parent companies, in which case the term "encore" in those paragraphs will be read to mean "the Company or such parent company" and the phrase "wholly-owned Subsidiary(ies)" will be read to mean" Affiliate(s) or wholly-owned Subsidiary(ies)"; or

(vi)the Board passes a resolution to the effect that, an event set forth in (i), (ii), (iii), (iv), or (v) above has occurred.

(b)"Good Reason" means, without the written agreement of Employee, there is:

(i)a material reduction or diminution in the level of responsibility, or office of Employee;

(ii)a reduction in the Employee's Base Salary or Target Cash Bonus Percentage; or

(iii)after a Change of Control, a proposed, forced relocation of Employee to another geographic location greater than fifty (50) miles from Employee's office location at the time a move is requested after a Change of Control,

provided that before any event set out in Section 4.2(b)(i), (ii) or (iii) may be relied upon by the Employee, the Employee must have provided written notice to the Board and have given the Company at least thirty (30) calendar days within which to cure the alleged event.

ARTICLE 5 CONFIDENTIALITY

1.1Position of Trust and Confidence

Employee acknowledges that in the course of discharging his responsibilities, he or she will occupy a position of trust and confidence with respect to the affairs and business of the encore and its subsidiaries and other affiliates (collectively the "Company Group") and each of their customers and clients, and that he or she will have access to and be entrusted with detailed confidential information concerning the present and contemplated mining and exploration projects, prospects, and opportunities of the Company Group. Employee acknowledges that the disclosure of any such confidential information to the competitors of the Company Group or to the general public would be highly detrimental to the best interests of the Company Group. Employee further acknowledges and agrees that the right to maintain such detailed confidential information constitutes a proprietary right which the Company Group is entitled to protect. The Employee acknowledges that the provisions of this Article 5 and Article 6 below are intended to, among other things, protect such proprietary right.

1.2Definition of Confidential Information

In this Agreement, "Confidential Information" means any information disclosed by or on behalf of the Company Group to Employee or developed by Employee in the performance of his or her responsibilities at any time before or after the execution of this Agreement, and includes any information, documents, or other materials (including, without limitation, any drawings, notes, data, reports, photographs, audio and/

or video recordings, samples and the like) relating to the business or affairs of the Company Group or any of

their respective customers, clients or suppliers that is confidential or proprietary, whether or not such information:

(i)is reduced to writing;

(ii)was created or originated by an employee; or

(iii)is designated or marked as "Confidential" or "Proprietary" or some other designation or marking.

The Confidential Information includes, but is not limited to, the following categories of information relating to the Company Group:

(a)information concerning the present and contemplated mining, milling, processing and exploration projects, prospects, and opportunities, including joint venture projects;

(b)information concerning the application for permitting and eventual development or construction of properties, the status of regulatory and environmental matters, the compliance status with respect to licenses, permits, laws and regulations, property and title matters and legal and litigation matters;

(c)information of a technical nature such as ideas, discoveries, inventions, improvements, trade secrets, know-how, manufacturing processes, specifications, writings, and other works of authorship;

(d)financial and business information such as business and strategic plans, earnings, assets, debts, prices, pricing structure, volume of purchases or sales, production, revenue and expense projections, historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, or other financial data whether related to business generally, or to particular products, services, geographic areas, or time periods;

(e)supply and service information such as goods and services suppliers' names or addresses, terms of supply or service contracts of particular transactions, or related information about potential suppliers to the extent that such information is not generally known to the public, and to the extent that the combination of supplier or use of a particular supplier, although generally known or available, yields advantages, the details of which are not generally known;

(f)marketing information, such as details about ongoing or proposed marketing programs or agreements, sales forecasts or results of marketing efforts or information about impending transactions;

(g)personnel information relating to employees, contractors, or agents, such as personal histories, compensation or other terms of employment or engagement, actual or proposed promotions, hiring, resignations, disciplinary actions, terminations, or reasons therefor, training methods, performance, or other employee information;

(h)customer information, such as any compilation of past, existing, or prospective customer's names, addresses, backgrounds, requirements, records of purchases and prices, proposals or agreements with customers, status of customer accounts or credit, or related information about actual or prospective customers;

(i)computer software of any type or form and in any stage of actual or anticipated development, including but not limited to, programs and program modules, routines and subroutines, procedures, algorithms, design concepts, design specifications (design notes, annotations, documentation, flow charts, coding sheets, and the like), source codes, object code and load modules, programming, program patches and system designs; and

U) all information which becomes known to Employee as a result of Employee's employment by the Company, which Employee acting reasonably, believes or ought to believe is confidential or proprietary information from its nature and from the circumstances surrounding its disclosure to Employee.

Despite the foregoing, Confidential Information does not include information which the Employee can prove is information that was in the public domain at the date of disclosure to the Employee, or thereafter entered the public domain through no fault of the Employee or any other breach of confidentiality (but only after it has entered the public domain) provided that any combination of information that is Confidential Information will not be included within the exception merely because individual parts of the information were within the public domain unless the whole of the combination itself was in the public domain.

1.3Non-Disclosure

Employee, both during his employment and for a period of five (5) years after the termination of his employment irrespective of the time, manner, or cause of termination, will:

(a)retain in confidence all of the Confidential Information;

(b)refrain from disclosing to any person including, but not limited to, customers and suppliers of the Company Group, any of the Confidential Information except for the purpose of

,carrying out Employee's responsibilities with the Company, and

(c)refrain from directly or indirectly using or attempting to use such Confidential Information in any way, except for the purpose of carrying out Employee's responsibilities with the Company.

Employee shall deliver promptly to the Company, at the termination of Employee's employment, or at any other time at the Company's request. without retaining any copies, all documents and other material in Employee's possession relating, directly or indirectly, to any Confidential Information.

It is understood that should Employee be subject to subpoena or other legal process to seek the disclosure of such Confidential Information, Employee will advise the Company of such process and provide the Company with the necessary information, in each case to the extent he is legally permitted to do so, and reasonably cooperate with the Company in its efforts, to seek to protect the Confidential Information.

1.4Defend Trade Secrets Act Notification

In accordance with the Defend Trade Secrets Act of 2016, the Employee acknowledges that he has been notified by the Company that he will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (i) is made (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (y) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed

under seal in a lawsuit or other proceeding. The Employee acknowledges that he has been further notified by the Company that, if he files a lawsuit for retaliation by an employer for reporting a suspected violation

of law, then he may disclose the employer's trade secrets to his attorney and use the trade secret information in the court proceeding if: (A) he files any document containing the trade secret under seal; and

(8) he does not disclose the trade secret, except pursuant to court order.

1.5Whistleblower and other Laws Protecting Employees

The foregoing obligations of confidentiality set out in this Article 5 are subject to any applicable whistleblower laws, which protect Employee's right to provide information to governmental and regulatory authorities, including communications with the U.S. Securities and Exchange Commission about possible securities law violations. Notwithstanding any other provision in this Agreement, Employee is not required to seek the Company's permission or notify the Company of any communications made in compliance with applicable whistleblower laws, and the Company will not consider any such communications to violate this Agreement or any other agreement between Employer and the Company or any Company policy by which Employee is bound. Further, nothing in this Agreement is to be interpreted to interfere with the Employee's rights under any federal, state, or local constitution, statute, rule, or regulation to file or otherwise institute a complaint or charge of discrimination, retaliation, or other alleged violation of discrimination or other employment-related laws with any federal, state, or local government agency enforcing such laws, to participate in a proceeding with any such agency, or to cooperate with any such agency in its investigation of such complaint or charge.

ARTICLE 6 NON-SOLICITATION

1.1Non-Solicitation

Employee agrees that during the period commencing on the date of this Agreement and ending twelve (12) months after the effective date of the termination of Employee' s employment irrespective of the time, manner, or cause of termination (the "Non-Solicitation Period"), Employee will not, either individually or in partnership or jointly with any other person, entity, or organization, as principal, agent, consultant, contractor, employer, employee directly or indirectly:

(a)solicit business from any customer, client or business relation of the Company Group, or prospective customer, client or business relation that the Company Group was actively soliciting, whether or not Employee had direct contact with such customer, client or business relation, for the benefit or on behalf of any person, firm or corporation operating a business which competes with the Company Group, or attempt to direct any such customer, client or business relation away from the Company Group or to discontinue or alter any one or more of their relationships with the Company Group; or

(b)hire or offer to hire or entice away or in any other manner persuade or attempt to persuade any officer, employee, consultant, independent contractor, agent, licensee, supplier, or business relation of the Company Group to discontinue or alter any one of their relationships with the Company Group.

1.2Remedies for Breach of Restrictive Covenants

Employee acknowledges that in connection with Employee's employment he will receive or will become eligible to receive substantial benefits and compensation. Employee acknowledges that Employee's employment by the Company and all compensation and benefits from such employment will be conferred by the Company upon Employee only because and on the condition of Employee's willingness to commit Employee's best efforts and loyalty to the Company Group, including protecting the Company Group's

confidential information and abiding by the non-solicitation covenants contained in this Agreement. Employee understands that his obligations set out in Article 5 and this Article 6 will not unduly restrict or curtail Employee's legitimate efforts to earn a livelihood following any termination of his employment with the Company. Employee agrees that the restrictions contained in Article 5 and this Article 6 are reasonable and valid and all defenses to the strict enforcement of these restrictions by the Company are waived by Employee. Employee further acknowledges that a breach or threatened breach by Employee of any of the provisions contained in Article 5 or this Article 6 would cause the Company irreparable harm which could not be adequately compensated in damages alone. Employee further acknowledges that it is essential to the effective enforcement of this Agreement that, in addition to any other remedies to which the Company may be entitled at law or in equity or otherwise, the Company will be entitled to seek and obtain, in a summary manner, from any court having jurisdiction, interim, interlocutory, and permanent injunctive relief, specific performance and other equitable remedies, without bond or other security being required. In addition to any other remedies to which the Company may be entitled at law or in equity or otherwise, in the event of a breach of any of the covenants or other obligations contained in this Agreement, the Company will be entitled to an accounting and repayment of all profits, compensation, royalties, commissions, remuneration or benefits which Employee directly or indirectly, has realized or may realize relating to, arising out of, or in connection with any such breach. Should a court of competent jurisdiction declare any of the covenants set forth in Article 5 or this Article 6 unenforceable, the court shall be empowered to modify and reform, including "blue penciling", such covenants to the extent necessary to be enforceable in the applicable jurisdiction and so as to provide relief reasonably necessary to protect the interests of the Company and Employee and to award injunctive relief, or damages, or both, to which the Company may be entitled. If any such restriction is held to be- invalid, illegal, or unenforceable in any respect under any applicable law in any jurisdiction, then such invalidity, illegality, or unenforceability will not affect any other provision of this Agreement or any other jurisdiction, but such restriction will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable restriction had never been contained in this Agreement.

ARTICLE 7 GENERAL PROVISIONS

1.1Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of Texas without giving effect to its conflicts of laws principles.

1.2Assignability

This Agreement is personal to Employee and without the prior written consent of the Company shall not be assignable by Employee other than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Employee's legal representatives and heirs. This Agreement shall also inure to the benefit of and be binding upon the Company and its successors and assigns.

1.3Withholding

The Company may withhold from any amounts payable under this Agreement such federal, state, or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

1.4Entire Agreement; Amendment

This Agreement constitutes the entire agreement and understanding between Employee and the Company with respect to the subject matter hereof and, except as otherwise expressly provided herein, supersedes

any prior agreements or understandings, whether written or oral, with respect to the subject matter hereof, including without limitation all consulting, employment, severance or change of control agreements previously entered into between Employee and the Company and the September 10, 2020 offer letter between the parties. Except as may be otherwise provided herein, this Agreement may not be amended or modified except by subsequent written agreement executed by both parties hereto. Despite this, if encore is re-domiciled to the United States, then the employment of the Employee may be transferred by the Company to encore but will otherwise continue on the terms and conditions set out herein.

1.5Section 409A

This Agreement is intended to comply with Section 409A of the Internal Revenue Code ("Section 409A") to the extent Section 409A is applicable to this Agreement. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted, operated, and administered by the Company in a manner consistent with such intention and to avoid the pre-distribution inclusion in income of amounts deferred under this Agreement and the imposition of any additional tax or interest with respect thereto. Notwithstanding any other provision of this Agreement to the contrary, to the extent that any payment under this Agreement constitutes "nonqualified deferred compensation" under Section 409A, the following shall apply to the extent Section 409A is applicable to such payment:

(a)Any amount payable that is triggered upon the Employee's termination of employment shall be paid only if such termination of employment constitutes a "separation from service" under Section 409A; and

(b)All expenses or other reimbursements paid pursuant to this Agreement that are taxable income to Employee shall be paid no later than the end of the calendar year next following the calendar year in which Employee incurs such expense. With regard to any provision herein that provides for reimbursement of costs and expenses or in - kind benefits, except as permitted by Section 409A, (a) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (b) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in - kind benefits to be provided, in any other taxable year; and (c) such payments shall be made on or before the last day of Employee' s taxable year following the taxable year in which the expense occurred. For purposes of Section 409A, Employee's right to receive installment payments of any severance amount, if applicable, shall be treated as a right to receive a series of separate and distinct payments.

In the event that Employee is deemed on the date of termination to be a "specified employee" as defined in Section 409A, then with regard to any payment or the provision of any benefit that is subject to Section 409A and is payable on account of a separation from service (as defined in Section 409A), such payment or benefit shall be delayed for until the earlier of (a) the first business day of the seventh calendar month following such termination of employment, or (b) Employee's death. Any payments delayed by reason of the prior sentence shall be paid in a single lump sum, without interest thereon, on the date indicated by the previous sentence and any remaining payments due under this Agreement shall be paid as otherwise provided herein.

Notwithstanding the foregoing, the Company makes no representation to the Employee about the effect of Section 409A on the provisions of this Agreement or any other compensation arrangement of the Employee, and the Company will have no liability to the Employee in the event that the Employee becomes subject to taxation (including taxes, penalties, and interest) under Section 409A (other than any reporting and/or

withholding obligations that the Company may have under applicable tax law) or in the event the Employee incurs other expenses on account of non-compliance or alleged non-compliance with Section 409A.

1.6Independent Covenants

Each of the Employee's covenants set forth in Articles 5 and 6 will be construed as a covenant independent of any other covenant or provision of this Agreement or any other agreement between the parties hereto, and the existence of any claim or cause of action by the Employee against the Company, whether predicated on a covenant or provision of this Agreement or otherwise, will not constitute a defense to the enforcement by the Company of the Employee's covenants set forth in Articles 5 and 6.

1.7Multiple Counterparts; PDF Signatures

This Agreement may be executed in multiple counterparts, each of which shall constitute an original, but all of which together shall constitute one Agreement. Each party hereto may execute this Agreement in Portable Document Format or similar format ("PDF") sent by electronic mail. In addition, PDF signatures of authorized signatories of any party hereto will be deemed to be original signatures and will be valid and binding, and delivery of a PDF signature by any party will constitute due execution and delivery of this Agreement.

1.8Notices

Any notice provided for in this Agreement shall be deemed delivered upon deposit in the United States or Canadian mails, registered or certified mail, addressed to the party to whom directed at the addresses set forth below or at such other addresses as may be substituted therefor by notice given hereunder. Notice given by any other means must be in writing and shall be deemed delivered only upon actual receipt.

If to the Company:

c/o encore Energy Corporation

101 N Shoreline Blvd, Suite 450 Corpus Christi, Texas 78401 Attention: Chief Executive Officer

If to Employee:

William Morris Sheriff

1.9Waiver

The waiver of any term or condition of this Agreement, or any breach thereof, shall not be deemed to constitute the waiver of the same or any other term or condition of this Agreement, or any breach thereof.

1.10Severability

In the event any provision of this Agreement is found to be unenforceable or invalid, such provision shall be severable from this Agreement and shall not affect the enforceability or validity of any other provision of this Agreement. If any provision of this Agreement is capable of two constructions, one of which would

render the provision void and the other that would render the provision valid, then the provision shall have the construction that renders it valid.

1.11Arbitration of Disputes

Except for disputes and controversies arising under Articles 5 or 6 or involving equitable or injunctive relief, any dispute or controversy arising under or in connection with this Agreement or any other agreement between the Employee and the Company Group, or the interpretation, breach, validity, enforcement, or termination thereof, the Employee's employment with the Company or the cessation thereof, the Employee's compensation, and all matters arising under any federal, state, or local constitution, statute, rule, or regulation, or principle of contract law or common law, including but not limited to any and all medical leave statutes, wage-payment statutes, minimum wage and overtime statutes, anti-employment discrimination and anti-retaliation statutes, whistleblower statutes, or labor laws, shall be conducted in accordance with the Federal Rules of Civil Procedure and Federal Rules of Evidence and, unless the parties mutually agree on an arbitrator, shall be arbitrated by striking from a list of seven (7) potential arbitrators provided by the Judicial Arbiter Group, which is based in Denver, Colorado. The Company and Employee will flip a coin to determine who will make the first strike. The parties will then alternate striking from the list until there is one arbitrator remaining, who will be the selected arbitrator. The arbitration will take place in Denver, Colorado, unless the parties agree at the time to a different location. Unless the parties otherwise agree and subject to the availability of the arbitrator, the arbitration will be heard within sixty (60) days following the appointment, and the decision of the arbitrator shall be binding on Employee and the Company and will not be subject to appeal. Judgment may be entered on the arbitrator's award in any court having jurisdiction. In any arbitration under this paragraph, the arbitrator shall have full authority to resolve all issues in dispute, including the arbitrator's own jurisdiction, whether any dispute must be arbitrated under this paragraph, whether this paragraph is void or voidable, and to award compensatory remedies and other remedies permitted by law. To the fullest extent allowed by applicable law, and except to the extent equitable relief only is being sought, the Employee and the Company each knowingly and voluntarily agree to waive their rights to a trial by jury and agree that neither of them will make a demand, request, or motion for a trial by jury or court with regard to any dispute between them that is covered by this arbitration provision.

Except as otherwise provided by the arbitrator in accordance with applicable law, (i) the parties to the arbitration shall be responsible for paying their own attorneys' fees and costs incurred in connection with any dispute between them (to the same extent as if the matter were being heard in court), and (ii) the party who initiates the arbitration will pay the applicable filing fee, and the Company and the Employee will share equally the other costs of the arbitration (e.g., the cost of the arbitrator and hearing room and other costs unique to the arbitration); provided that, in the event that one party substantially prevails in the arbitration (the "Prevailing Party"), then the arbitrator shall award the Prevailing Party, and shall require the non­ Prevailing Party to pay, the reasonable attorneys' fees and costs incurred by the Prevailing Party in connection with such arbitration.. Any dispute as to who is the Prevailing Party and/or over the reasonableness of any fees or costs will be resolved by the arbitrator. Notwithstanding the foregoing, nothing in this paragraph will affect the arbitrator's right to award fees and costs to any party in accordance with applicable statutory law or the Company's right to equitable relief under this Agreement, or require the arbitrator to award the Prevailing Party any fees or costs when doing so would violate the law.

Nothing in this Section 7.11 will be interpreted to limit any right that the Employee may have to file administrative claims or charges with government agencies (such as the Equal Employment Opportunity Commission and the Department of Labor), to file an unfair labor practice charge with the National Labor Relations Board, or to apply for workers' compensation, short-term disability, or unemployment insurance benefits. This Section 7.11 is intended to be governed by the Federal Arbitration Act and, as a result, to the

fullest extent allowed by the Federal Arbitration Act, state laws governing arbitration provisions that would otherwise apply to this Section 7.11 are preempted.

1.12Currency

Except as expressly provided in this Agreement, all amounts in this Agreement are stated and shall be paid in United States dollars ($US).

1.13Company's Maximum Obligations

The compensation set out in this Agreement represents the Company's maximum obligations, and other than as set out herein, Employee will not be entitled to any other compensation, rights, or benefits in connection with Employee's employment or the termination of Employee's employment.

1.14Full Payment; No Mitigation Obligation

The Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall be subject to any set-off, counterclaim, recoupment, defense, or other claim, right or action which the Company may have against Employee.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

URl, INC.

Per: /s/ William M. Sheriff

Name: William M. Sheriff

Title:    Executive Chairman

Date: August 18, 2023

Per:        /s/ William Paul Goranson     Name: William Paul Goranson

Title:    Chief Executive Officer/Director

Per: /s/ Mark Pelizza

Name: Mark Pelizza

Title: Compensation Committee Chairman

EXHIBIT A JOB DESCRIPTION

Employee will discharge the responsibilities and exercise the authority expected of an Executive Chairman of a public mining company. The following are the responsibilities of the E:x:ecutive Chairman:

A.Develop and expand financing opportunities for the Company;

B.Foster a corporate culture that promotes ethical practices, encourages individual integrity, and fulfills social responsibility;

C.Maintain a positive and ethical work climate that is conducive to attracting, retaining and motivating a diverse group of top-quality employees at all levels;

D.Develop and recommend to the Board, a long-term strategy and vision for the Company that leads to the creation of shareholder value;

E.Ensure that the Company builds and maintains a strong positive relationship with its investors;

F.Ensure that the Company achieves and maintains a competitive position within the industry;

G.Build and maintain strong relationships with the corporate and public community; and

H.Ensure management support for Board Committees.

I.Ensure an active and contributing Board.

J.Promote ESG at the Board level and formulate strategies to apply throughout the Company.

K.To set and provide high level planning and scoping for the business strategy for the Company.

L.To increase the visibility of the Company within the financial and business communities.

Employee shall report to the Board of Directors of encore.

This position will be located at the Employee's place of choice with frequent travel as required.

Performance is to be based on Board-approved Performance Goals pursuant to guidance from the Compensation Committee.

Document

Exhibit 10.12

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT ("Agreement"') is effective as of the 30th day of January, 2024 (the "Effective Date"), by and between encore Energy Corp ("encore" or "Company") and Robert J. Willette (the "Employee ").

In consideration of the agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Employee hereby agree as follows:

ARTICLE 1 EMPLOYMENT, REPORTING AND DUTIES

1.1.Employment. The Company hereby employs and engages the services of Employee to serve as Chief Legal Officer of encore, and Employee agrees to diligently and competently serve as and perform the functions of Chief Legal Officer pursuant to this Agreement. It is specifically understood that Employee will provide guidance and services on behalf of encore and its affiliated and related entities ("Company Group") as necessary. A copy of Employee's current job description is attached hereto as Exhibit A, and Company and Employee agree and acknowledge that, subject to Section 4.7, Company retains the right to reasonably add to, or remove, duties and responsibilities set forth in that job description as business or other operating reasons may arise for changes to occur. It is understood that Employee will be appointed an officer of encore during the Term of this Agreement.

1.2.Full-time Service. Excluding any periods of vacation and sick leave to which Employee may be entitled, Employee agrees to devote Employee's full time and energies to his responsibilities with the Company and shall not, during the Term of this Agreement, be engaged in any business activity which would interfere with or prevent Employee from carrying out Employee's duties under this Agreement.

1.3.Principal Work Location. The work location will be enCore's corporate head office located in Dallas, Texas; The Company will provide appropriate lodging while the Employee is working out of the corporate office located in Corpus Christi, TX and pay for employee's travel from and to the Dallas-Fort Worth area for such work.

1.4.Fiduciary. An employee's employment is one of special trust and confidence as counsel for the Company and by virtue of his position with the Company. The Employee is a fiduciary and will honor all of his fiduciary duties to the Company both during the Term and after ceasing to be an employee.

1.5.No Prior Restrictions. The Employee represents and warrants that his employment with the Company and the performance of expected duties on behalf of the Company does not violate, or cause him to be in breach of, any obligation or covenant made to any former employer or other third-party, and that during the course of his employment with the Company Employee will not take any action that would violate or breach any legal obligation that he may have to any former employer or other third party, including any prior client of Employee. Notwithstanding the foregoing, Company

WilletteREmploymentAgreement

acknowledges and agrees that Employee is bound by certain restrictions and agreements related to Employee's former employment with the United States government, and Employee's adherence to such restrictions and agreements does not constitute a violation of this Agreement.

ARTICLE 2 COMPENSATION AND RELATED ITEMS

2.1. Compensation. As compensation and consideration for the services to be rendered by Employee under this Agreement, during the Term the Company agrees to pay Employee and Employee agrees to accept:

a) Base Salary and Benefits.

(ll A base salary ("Base Salary") of $250,000 per

annum, which shall be paid in accordance with the Company's standard payroll practice. Employee's Base Salary may be increased from time to time (but not decreased, including after any increase, without Employee's written consent), at the discretion of the Company, and after any such change, Employee's new level of Base Salary shall be Employee's Base Salary for purposes of this Agreement until the effective date of any subsequent change.

(2) Subject to meeting eligibility and/or qualifications requirements, Employee shall also be eligible to participate in other Company benefits such as health insurance and other benefits consistent with the then applicable Company benefit plans to the same extent as other employees of the Company with similar position or level. Employee understands and agrees that Company's benefit plans may, from time to time, be modified or eliminated at Company's discretion.

(3) As of Employee's start date of employment, Employee

shall be entitled to four (4) weeks of paid vacation per employment anniversary year. All other provisions of the Company's vacation policy will apply to any vacation benefit use and/or payment.

bl Cash Bonus.

(1) A cash bonus opportunity (the "Cash Bonus") during each calendar year with a target (the "Target Cash Bonus") equal to fifty percent (50%) (the "Target Cash Bonus Percentage"') of the Base Salary for the year for which the cash bonus is paid, such cash bonus to be paid in accordance with the determination of the Company's Compensation Committee based on a number of metrics, including: a.) Financial Condition of the Company;

b.) Predetermined goals established between the Employee and the Company; and c.) Share price performance. In order to receive any Cash Bonus, the Employee must be employed by the Company at the time such Cash Bonus is to be paid. The Cash Bonus will be paid no later than March 15th of the year following the year for which the Cash Bonus is being paid.

(2) Proration: Employee will be entitled to a prorated bonus amount, for the period from the Employee's start date until completion of 2024, and for such portion of any subsequent year Employee is employed by the Company that is less than one calendar year, which shall be paid to Employee upon severance in any case not otherwise covered by Article 4 of this Agreement.

WilletteREmploymentAgreement

c)    Stock Options.

(ll    The Employee is entitled to participate in the encore stock option plan ("SOP"), pursuant to the SOP's terms. Employee is provided an initial grant of 125,000 options at the start of employment, and the first 25% will vest after the first 6 months of employment (on July 29, 2024) and an additional 25% will vest on January 29, 2025; July 29, 2025; and January 29, 2026.

(2) Employee may participate in and/or received further annual and special option grants to be determined by the Board with guidance from the Compensation Committee. All option grants are subject to the terms and conditions of the SOP unless such terms and conditions are contrary to this Agreement, provided that such options shall irrevocably vest on the date such option is granted.

2.2.    Expenses. The Company agrees that Employee shall be allowed reasonable and necessary business expenses in connection with the performance of Employee's duties within the guidelines established by the Company as in effect at any time with respect to key employees ("Business Expenses"), including, but not limited to, reasonable and necessary expenses for food, travel, lodging, entertainment, and other items in the promotion of the Company within such guidelines. Employee shall promptly present to the Company an itemized account of all reimbursable expenses, together with receipts, vouchers, or other supporting documentation and otherwise comply with Company's reimbursement plan/policies. The Company shall promptly reimburse Employee for all

reasonable Business Expenses incurred by Employee which are approved by the Company.

2.3.    Holidays. In addition to paid vacation, Employee will be entitled to paid holidays as recognized by the Company in the location where Employee is principally employed.

2.4.    Unless stated otherwise herein, all prerequisites and obligations for any employment related benefit shall be in accordance with the applicable governing plan and/or policy.

ARTICLE 3 TERM

3.1. Term. Employee's employment under this Agreement shall commence on the Effective Date and will end on the date (the "Initial Expiration Date") that is the second anniversary of the Effective Date, unless extended under the terms of this Article. If neither Company nor Employee provides written notice of intent not to renew this Agreement by ninety (90) days prior to the Initial Expiration Date, this Agreement shall be automatically renewed for twelve (12) additional months from the Initial Expiration Date, and if neither

WllletteREmploymentAgreement

Company nor Employee provides written notice of intent not to renew this Agreement prior to ninety (90) days before the end of such additional 12-month period, this Agreement shall

WilletteREmploymentAgreement

continue to be automatically renewed for successive additional 12-month periods from the anniversary date of the Effective Date until such time as either Company or Employee provides written notice of intent not to renew prior to ninety

(90) days before the end of any such renewal period, provided, that upon the occurrence of any automatic renewal the Base Salary shall be increased by 10%. The "Term" of this Agreement consists of the initial two years and each 12-month extension.

ARTICLE 4 TERMINATION

1.1Termination of_Employment _Employee's employment may be terminated as provided herein.

1.2Notice by Company. Any notice of termination given by the Company to Employee shall specify whether such termination is with or without just cause as defined in Section 4.6. The termination date shall be as specified in the written notice of termination that is given by the Company to Employee. In the event that the initial basis for termination changes prior to the termination date, the last basis for termination will control.

1.3Notice by Employee. Any notice of termination given by Employee to the Company shall specify whether such termination is made with or without Good Reason as defined in Section 4.7. Unless provided otherwise in this Agreement, the termination date shall be thirty (30) days after written notice of termination is given by Employee to the Company. In the event that the initial basis for termination changes prior to the termination date, the last basis for termination will control.

1.4Effect of Termination on Officer and Similar Positions. In the event of any termination of the Employee's employment with the Company, regardless of reason, the Employee agrees that he will be deemed to have resigned, effective as of the date of the termination of his employment with the Company, from all director, officer, or other positions that he may hold within the Company Group, or with any other entity to the extent that he is serving in such capacity for such other entity at the request of the Company Group. Employee agrees, to the extent requested by the Company, Company Group, or any other entity, to execute and immediately submit a letter of resignation, or other documentation to that effect, to the Company Group or to such other entity, as applicable.

1.5Notice Not to Renew. If the Company or Employee gives the other a notice not to renew this Agreement under Section 3.1, employment under this Agreement shall terminate at the close of business at the end of the Initial Expiration Date or at the end of the 12- month renewal period in which timely notice not to renew was given, as the case may be. A notice by the Company not to renew shall be considered a notice of termination.

1.6Termination by Company With Just Cause. Notwithstanding any provision to the contrary, the Company may terminate Employee's employment for Just Cause as provided herein. Unless the event(s) leading to termination for just cause

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reasonably allow for an opportunity to cure as provided herein, termination for just cause may be given

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without prior notice and will be immediately effective. As used in this Agreement, the term "just cause" will mean any one or more of the following events:

a) theft, fraud, dishonesty, or misappropriation by Employee involving the

property, business or affairs of the Company or the discharge of Employee's responsibilities or the exercise of his authority;

b) willful misconduct or the willful failure by Employee to properly discharge his responsibilities or to adhere to the policies of the Company;

c) Employee's gross negligence in the discharge of his responsibilities or

involving the property, business or affairs of the Company to the material detriment of the Company;

d) Employee's conviction of a criminal or other statutory offence that constitutes

a felony or which has a potential sentence of imprisonment greater than six (6) months or Employee's conviction of a criminal or other statutory offence involving, in the sole discretion of the Board, moral turpitude;

e) Employee's material breach of a fiduciary duty owed to the Company;

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below;

f) any material breach by Employee of the covenants contained in Articles 6 or 7

g) Employee's unreasonable refusal to follow the lawful written direction of the Company's Board of Directors or the Chair of the Board on any material matter;

h) any conduct of Employee which is materially detrimental to the Company, when voted upon by a majority of the Board;

i) failure to perform legal services to a corporation consistent with the

practice requirements of "Rule Xlll(a), Rules Governing Admission to the Bar of Texas" as described in the "Policy Statement on Practice Requirements for Rule XIII" of the Board of Bar Examiners of the State of Texas, or, in Employee's discretion, alternatively, obtain a license to practice law in Texas, or otherwise fail to meet the requirements for the provision of in-house legal services pursuant to Texas law; or

j) any other conduct by Employee that would constitute "just cause" as that term is defined at law.

Opportunity to Cure: In addition to notice of termination, if the Company determines just cause exists for termination pursuant to Section 4.6 (c), (f), (g), (h), (i) or U), the Company will provide Employee the opportunity to correct and cure the failure within thirty

(30) calendar days from the receipt of such notice, which notice shall specify such failure or negligence. If the parties disagree as to whether the Company had just cause to

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terminate the Employee's employment, the dispute will be submitted to binding arbitration pursuant to Section 8.11 below.

1.7Termination by Employee for Good Reason. Employee may terminate this Agreement for good reason. Employee must provide not less than 30 calendar days written notice to the Company Board of Directors describing the good reason and allow the Board not less than 30 calendar days in which to cure the alleged good reason event. "Good Reason" means, without the written agreement of Employee, there is:

a)        a material reduction or diminution in the level of responsibility, duties, responsibilities or office

of Employee;

b)        a reduction in the Employee's Base Salary or Target Cash Bonus Percentage;

or

cl    after a Change of Control, a proposed, forced relocation of Employee to another geographic location greater than fifty (50) miles from Employee's office location at the time a move is requested after a Change of Control; or

d)    after a Change of Control, a deemed termination without just cause pursuant

to Section 5.1(a).

1.8Termination by Company Without Just Cause or Employee without Good Reason. Either Company or Employee may terminate this Agreement without just cause or good reason, as applicable, with not less than 60 days' notice. Regardless of who provides notice, the Company in its sole discretion may advance Employee's separation date provided that the Company agrees to pay Employee his salary for the notice period or any remainder thereof.

1.9Termination by Death or Disability. This Agreement will automatically terminate on the death of Employee. In addition, the Company may terminate employee for disability as provided herein.

a)    Definition of Disabled. As used herein, "Disabled" and/or "Disability" shall mean a mental or physical impairment which, in the reasonable opinion of a qualified doctor selected by mutual agreement of the Company and Employee acting reasonably, renders Employee unable, with reasonable accommodation, to perform with reasonable diligence the essential functions and duties of Employee on a full-time basis in accordance with the terms of this Agreement, which inability continues for a period of not less than 180 days in any continuous 12 month period. If any dispute arises between the parties as to whether Employee is Disabled, Employee will submit to an examination by a physician selected by the mutual agreement of the Company and Employee acting reasonably, at the Company's expense. The decision of the physician will be certified in writing to the

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Company and will also be sent by the physician to Employee or Employee's legally authorized representative

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and will be conclusive for the purposes of determining whether Employee is Disabled. If Employee fails to submit to a medical examination within twenty (20) days after the Company's request, Employee will be deemed to have voluntarily terminated his or her employment. Termination for Disability will be effective upon receipt of the medical determination of disabled.

bl    In the case of Disability, any Base Salary payable to Employee during the one hundred and eighty (180) day period of disability described above will be limited to the amount payable without causing a reduction in the amount of any disability benefits Employee receives or is entitled to receive as a result of any disability insurance policies for which the Company has paid the premiums. Accordingly, Employee's Base Salary may be reduced to avoid any reduction in disability insurance benefits.

1.10Obligations of the Company Upon Termination.

(a) Termination b Com an with Just Cause or b Em lo ee Without Good Reason. If the Company terminates Employee's employment under this Agreement with just cause as defined in Section 4.6, or if Employee terminates his employment without Good Reason as defined in Section 4.7, in either case whether before or after a Change of Control as defined in Section 5.2, then Employee' s employment with the Company shall terminate without further obligation by the Company to Employee, other than (i) payment of outstanding Base Salary, accrued unused vacation pay and any other cash benefits accrued up to and including the date of termination, less applicable withholdings, and (ii) allowing employee to exercise any vested rights with respect to stock options on termination of employment in accordance with the SOP and the terms and conditions of each grant; and (iii) reimbursement for all properly submitted and approved Business Expenses incurred by the Employee in discharging his responsibilities to the Company prior to the effective date of termination of the Employee's employment in accordance with Section 2.2 above (items (i)- (iii) are "Accrued Obligations"). Payments shall be made in one lump sum, within six (6) calendar days after the effective date of such termination.

(b) Termination b Com an Without Just Cause/b Em lo ee with Good Reason/Company's Failure to Renew/Disabled/Death. If Employee terminates Employee's employment under this Agreement for Good Reason as defined in Section 4.7, or if the Company terminates Employee' s employment without just cause as defined in Section 4.6, or where the Company does not renew the Agreement as per Section 3.1 of this Agreement, or if the Company terminates Employee's employment by reason of Employee becoming Disabled as defined in Section 4.9(a), or if Employee dies, in any case whether before or after a Change of Control as defined in Section 5.2, or if there is a deemed termination without just cause upon a Change of Control as contemplated by Section 5.1(a), then Employee's employment with the Company shall terminate, as of the effective date of the termination, and in lieu of any other severance benefit that would otherwise be payable to Employee, if any, Employee shall receive:

(1) Termination Due to Death or Disability or Where Company Does Not Renew the Agreement: The Company shall pay the following amounts to Employee (or, in the case of termination by reason of Employee becoming Disabled or upon the death

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of Employee, to Employee's legal representative or estate as applicable) after the effective date of such termination:

(i)    all Accrued Obligations up to and including

the date of termination, to be paid in not more than six (6) calendar days of the termination of date employment; and

(ii)    the Company will offer an amount in cash equal to one (1.0) (the "Severance Factor") times the sum of Employee's Base Salary and the full annual Target Cash Bonus for the calendar year in which the Date of Termination occurs such amount to be paid within thirty (30) calendar days after the effective date of the Release contemplated by Section 4.11 provided that, if the time period in which the Release must be executed and become effective spans two separate calendar years, then such amount shall

not be paid

prior to January 1 of the second of such calendar years; and

(iii) Notwithstanding the foregoing, in the case of

Disability, any Base Salary payable to Employee during the one hundred and eighty (180) day period of disability set forth in Section 4.9 will be limited to the amount payable without causing a reduction in the amount of any disability benefits Employee receives or is entitled to receive as a result of any disability insurance policies for which the Company has paid the premiums

(2)    Termination Without Just Cause or a Deemed Termination Without Just Cause Upon a Change of Control: In addition to Accrued Obligations up to and including the date of termination, to be paid in not more than six (6) calendar days of the termination of date employment, the Company shall offer to pay Employee an amount in cash equal to two (2.0) (the "Severance Factor") times the sum of Employee's Base Salary and the full annual Target Cash Bonus for the calendar year in which the Date of Termination occurs such amount to be paid within thirty (30) calendar

days after the effective date of the Release contemplated by Section 4.11 provided that, if the time period in which the Release must be executed and become effective spans two separate calendar years, then such amount shall not be paid prior to January 1 of the second of such calendar years.

(3)    COBRA Continuation Coverage. For all terminations covered by 4.10(b), upon termination, and conditioned on the Employee signing the Release contemplated by Section 4.11 and such Release becoming effective, the Company or its Successor (as defined in Section 5.l(a)), agrees to pay Employee the full cost of his COBRA continuation rate

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charged by the Company for employee and, if applicable, dependent coverage, on a monthly basis, for a period of months up to twelve times the

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applicable Severance Factor based on the nature/reason for the termination (the "Coverage Period"), beyond Employee's termination month, or until Employee becomes insured by any subsequent employer, whichever occurs first. Employee and if applicable his dependents may, at their choosing and if eligible, enroll in COBRA continuation under the group health insurance plan through the Company (generally for the first eighteen months following Employee's termination month) or, if they choose, they may enroll in a separate plan of their choosing, by using these payments to enroll in medical and prescription insurance of their choosing. These payments will be to Employee directly and will be grossed up so that there is no negative tax impact to the Employee for the amount charged by the insurance carriers for the COBRA continuation coverage for the current month. The monthly payment amount for COBRA coverage will be indexed annually and will match the rate charged for any month of coverage available by the insurance carrier for Medical, Dental, and Optical coverage through encore for employee and, if applicable, dependent coverage.

Payments pursuant to this Section 4.10(b)(3) shall continue at the rate described herein until the earlier of (x) conclusion of the Coverage Period beyond Employee's termination month, (y) the end of the month during which Employee and his dependents are no longer eligible for and/or covered under COBRA, or (z) the end of the month in which Employee becomes covered by a subsequent employer's insurance.

(4)    Nothing herein shall preclude the Company from

offering

additional severance benefits to Employee upon termination of employment.

(c) IRS Code Section 280G. Notwithstanding any other provisions of this Agreement, or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits provided or to be provided by the Company or its affiliates to Employee or for Employee's benefit pursuant to the terms of this Agreement or otherwise ("Covered Payments") constitute "parachute payments" within the meaning of IRS Code Section 280G and would, but for this Section 4.10(c) be subject to the excise tax imposed under IRS Code Section 4999 (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the "Excise Tax"), then the following shall apply:

(1) If the Covered Payments, reduced by the sum of (I) the Excise Tax and (2) the total of the Federal, state, and local income and employment taxes payable by Employee on the amount of the Covered Payments which are in excess of three times Employee's "base amount" within the meaning of IRS Code Section 280(G) less one dollar (the "Threshold Amount"), are greater than or equal to the Threshold Amount, Employee shall be entitled to the full benefits payable under this Agreement; and

If the Threshold Amount is less than (1) the Covered Payments, but

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greater than (2) the Covered Payments reduced by the sum of (x) the Excise Tax and (y) the total of the Federal, state, and local income and employment taxes on the amount of the Covered Payments which are in excess of the Threshold Amount, then the Covered Payments shall be reduced (but not below zero) to the extent necessary so that the sum of all Covered Payments shall not exceed the Threshold Amount. In such event, the Covered Payments shall be reduced in the following order: (A) cash payments not subject to IRS Code Section 409A; (8) cash payments subject to IRS Code Section 409A; (C) equity-based payments and acceleration; and (D) non-cash forms of benefits. To the extent any payment is to be made overtime (e.g., in installments, etc.), then the payments shall be reduced in reverse chronological order.

(2J The determination as to which of the alternative provisions of Section 4.10(c) shall apply to Employee shall be made by a nationally recognized accounting firm selected by the Company (the "Accounting Firm"), which shall provide detailed supporting calculations both to the Company and Employee within 15 business days of the date of termination, if applicable, or at such earlier time as is reasonably requested by the Company or Employee. For purposes of determining which of the alternative provisions of Section 4.10(c) shall apply, Employee shall be deemed to pay Federal income taxes at the highest marginal rate of Federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in the state and locality of Employee' s residence on the date of termination, net of the maximum reduction in Federal income taxes which could be obtained from deduction of such state and local taxes. Any determination by the Accounting Firm shall be binding upon the Company and Employee.

1.11Return of Materials: Confidential Information. In connection with Employee's separation from employment for any reason or at any time upon request by the Company, Employee shall return any and all physical property belonging to the Company, and all material or records of whatever type containing "Confidential Information" as defined in Section 6.2 below, including, but not limited to, any and all documents, whether in paper or electronic form, which contain Confidential Information, any customer information, production in formation, manufacturing-related information, pricing information, files, memoranda, reports, pass codes/access cards, training or other reference manuals, Company vehicle, telephone, gas cards or other Company credit cards, keys, computers, laptops, including any computer disks, software, facsimile machines, memory devices, printers, telephones, pagers, or the like.

1.12Delivery of Release. As a condition for any receipt of any payments upon termination other than Accrued Obligations Employee and/or Employees legal or estate representative as applicable, must accept and agree to the terms of a written Release which form shall be satisfactory to the Company and provide a full release of all claims against the Company, the Company Group, and all of their affiliates and related entities, and each of their respective employees, officers, and owners, except for claims pursuant to any directors and officers liability insurance applicable to the Employee that may have

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been purchased by the Company and except where Employee has been named as a defendant in a legal action arising out of the performance of Employee's responsibilities in which case the Release will exempt any claims which Employee or his or her legal representative or estate may have for indemnity by the Company with respect to any such legal action. As a condition to the obligation of the Company to make any payments upon termination other than Accrued Obligations Employee and/or Employees legal or estate representative as applicable, shall execute and deliver the Release to the Company in the time prescribed which shall not exceed 60 days. Unless stated otherwise within the Release, the Release will be effective immediately upon receipt by the Company of the executed Release within the prescribe period for acceptance.

ARTICLE 5 CHANGE OF CONTROL

1.1Effect of Change of Control. In the event of a Change of Control of encore during the Term the following provisions shall apply:

(a)    If upon the Change of Control

(1) Employee is not retained by the Company or its successor (whether direct or indirect, by purchase of assets, merger, consolidation, exchange of securities, amalgamation, arrangement or otherwise) to all or substantially all of the business and/or assets of encore ("Successor") on substantially the same terms and conditions as set out in this Agreement and in circumstances that would not constitute Good Reason (where Good Reason is determined by reference to Employee's employment status prior to the

Change of Control and prior to any other event that could constitute Good Reason); and/or

(2)    any such Successor does not, by agreement in form

and substance

satisfactory to Employee, expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place,

then Employee's employment shall terminate and be deemed to be terminated without just cause upon such Change of Control and Employee shall be entitled to the compensation and all other rights specified Section 4.10(b)(2) in the same amount and on the same terms as if terminated without just cause as set out therein, subject to the additional rights set out in paragraph (d) below;

(b) All rights of Employee in this Agreement, including without limitation all rights to severance and other rights upon a termination with or without just cause, with or without Good Reason, upon a disability or upon death Section 4.10(b) of this Agreement shall continue after a Change of Control in the same manner as before the Change of Control, subject to the additional rights set out in paragraph (d) below;

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©    For clarity, if there is a Change of Control and the employment of the Employee

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is continued by the Company or its Successor on substantially the same terms and conditions then the

Employee will not be entitled to any compensation under Section 4.10 of this Agreement; and

(d) If, (i) there is a deemed termination without just cause under Section 5.1(a); or (ii) within twelve (12) months following the effective date of the Change of Control, encore, or its Successor, terminates the employment of Employee without just cause or by reason of Disability, or Employee terminates his employment under this Agreement for Good Reason, then in addition to the other rights Employee has under this Agreement, and notwithstanding any other provision in this Agreement, but subject to the terms of the SOP and each grant, all of the stock options previously granted to Employee that have neither vested nor expired will automatically vest and become immediately exercisable. Employee will have ninety (90) days from the effective date of the termination of Employee's employment to exercise any stock options which had vested as of the effective date of termination and thereafter Employee's stock options will expire and Employee will have no further right to exercise the stock options.

1.2Definitions of Change of Control. For the purposes of this Agreement, "Change of Control" will mean the happening of any of the following: any transaction at any time and by whatever means pursuant to which (A.) enCore goes out of existence by any means, except for any corporate transaction or reorganization in which the proportionate voting power among holders of securities of the entity resulting from such corporate transaction or reorganization is substantially the same as the proportionate voting power of such holders of encore voting securities immediately prior to such corporate transaction or reorganization, (B.) any Person (as defined in the Securities Act (British Columbia)) or any group of two or more Persons acting jointly or in concert (other than encore, a wholly­ owned Subsidiary of encore, an employee benefit plan of the encore or of any of its wholly- owned Subsidiaries (as defined in the Securities Act (British Columbia)), including the trustee of any such plan acting as trustee) hereafter acquires the direct or indirect "beneficial ownership" (as defined by the Business Corporations Act (British Columbia)) of, or acquires the right to exercise control or direction over, securities of encore representing 50% or more of the enCore's then issued and outstanding securities in any manner whatsoever, including, without limitation, as a result of a take-over bid, an exchange of securities, an amalgamation of enCore with any other entity, an arrangement, a capital reorganization or any other business combination or reorganization, or (C) the sale, assignment or other transfer of all or substantially all of the assets of encore in one or a series of transactions, whether or not related, to a Person or any group of two or more Persons acting jointly or in concert, other than a wholly-owned Subsidiary of encore, and for greater certainty includes

(a)    the dissolution or liquidation of encore except in connection

with the

distribution of assets of encore to one or more Persons which were wholly owned Subsidiaries of encore immediately prior to such event;

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(b)    the occurrence of a transaction requiring approval of the enCore's shareholders whereby encore is acquired through consolidation,

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merger, exchange of securities, purchase of assets, amalgamation, arrangement or otherwise by any other Person (other than a short form amalgamation or exchange of securities with a wholly-owned Subsidiary of encore);

(c)    a majority of the members of the Board are replaced or changed as a result

of or in connection with any: (A) takeover bid, consolidation, merger, exchange of securities, amalgamation, arrangement, capital reorganization or any other business combination or reorganization involving or relating to encore; (B) sale, assignment or other transfer of all or substantially all of the assets of encore in one or a series of transactions, or any purchase of assets; or (C) dissolution or liquidation of encore;

(d) during any two-year period, a majority of the members of the Board serving at the date of this Agreement is replaced by directors who are not nominated and approved by the Board;

(e) an event set forth in (a) - (d) has occurred with respect to encore or any of its direct or indirect parent companies, in which case the term "encore" in those paragraphs will be read to mean "the Company or such parent company" and the phrase "wholly-owned Subsidiary(ies)" will be read to mean " Affiliate(s) or wholly-owned Subsidiary(ies)"; or

(f)    the Board passes a resolution to the effect that, an event set forth in (a) - (e)

above has occurred.

ARTICLE 6 CONFIDENTIALITY

1.1Position of Trust and Confidence. Employee acknowledges that in the course of discharging his responsibilities, he will occupy a position of trust and confidence with respect to the affairs and business of encore and the Company Group and each of their customers and clients, and that he will have access to and be entrusted with detailed confidential information concerning the present and contemplated mining and exploration projects, prospects, and opportunities of the Company Group. Employee acknowledges that the disclosure of any such confidential information to the competitors of the Company Group or to the general public would be highly detrimental to the best interests of the Company and Company Group. Employee further acknowledges and agrees that the right to maintain such detailed confidential information constitutes a proprietary right which the Company Group is entitled to protect. The Employee acknowledges that the provisions of

Article 6 and Article 7 below are intended to, among other things, protect such proprietary rights.

1.2Definition of Confidential Information. In this Agreement, "Confidential Information" means any information disclosed by or on behalf of the Company Group to Employee or developed by Employee in the performance of his or her responsibilities at any time before or after the execution of this Agreement, and includes any information, documents, or other materials (including, without limitation, any drawings, notes, data, reports, photographs, audio and/or video recordings, samples and the like) relating to the business or affairs of the Company Group or any of their respective customers, clients or suppliers that is confidential or proprietary, whether or not such information (i) is reduced

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to writing; (ii) was created or originated by an employee; or (ii) is designated or marked as "Confidential" or "Proprietary" or some other designation or marking. Confidential Information includes, but is not limited to, the following categories of information relating to the Company Group:

(a)    information concerning the present and contemplated mining,

milling,

processing and exploration projects, prospects and opportunities, including joint venture

projects;

(b)    information concerning the application for permitting and

eventual

development or construction of properties, the status of regulatory and environmental matters, the compliance status with respect to licenses, permits, laws and regulations, property and title matters and legal and litigation matters;

(c)    information of a technical nature such as ideas, discoveries, inventions,    improvements,    trade    secrets,    now-how,    manufacturing    processes, specifications, writings and other works of authorship;

(d) financial and business information such as business and strategic plans,

earnings, assets, debts, prices, pricing structure, volume of purchases or sales, production, revenue and expense projections, historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, or other financial data whether related to business generally, or to particular products, services, geographic areas, or time periods;

(e)    supply and service information such as goods and services

suppliers'

names or addresses, terms of supply or service contracts of particular transactions, or related information about potential suppliers to the extent that such information is not generally known to the public, and to the extent that the combination of supplier or use of a particular supplier, although generally known or available, yields advantages, the details of which are not generally known;

(f) marketing information, such as details about ongoing or proposed marketing programs or agreements, sales forecasts or results of marketing efforts or information about impending transactions;

(g)    personnel information relating to employees, contractors, or agents, such as personal histories, compensation or other terms of employment or engagement, actual or proposed promotions, hiring, resignations, disciplinary actions, terminations or reasons therefor, training methods, performance, or other employee information;

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(h)    customer information, such as any compilation of past, existing

or

prospective customer's names, addresses, backgrounds, requirements, records of purchases and prices, proposals or agreements with customers, status of customer accounts or credit, or related information about actual or prospective customers;

(i) Computer software of any type or form and in any stage of actual or anticipated development, including but not limited to, programs and program modules, routines and subroutines, procedures, algorithms, design concepts, design specifications (design notes, annotations, documentation, flow charts, coding sheets, and the like), source codes, object code and load modules, programming, program patches and system designs;

(j) all information which becomes known to Employee as a result of Employee's employment by the Company, which Employee acting reasonably, believes or ought to believe is confidential or proprietary information from its nature and from the circumstances surrounding its disclosure to Employee; and

(k)    all legal services provided for Company and/or Company Group, including advice and guidance, legal review and drafting of documents, all matters protected by attorney client privilege, and all information learned regarding the Company and Company Group as a result of Employee's representation of Company and/or Company Group as legal counsel.

Despite the foregoing, Confidential Information does not include information which the Employee can prove is information that was in the public domain at the date of disclosure to the Employee, or thereafter entered the public domain through no fault of the Employee or any other breach of confidentiality (but only after it has entered the public domain).

1.3Non-Disclosure. Employee, both during his employment thereafter, irrespective of the time, manner or cause of termination, will:

(a)    retain in confidence all of the Confidential Information;

(b) refrain from disclosing to any person including, but not limited to, customers and suppliers of the Company Group, any of the Confidential Information except for the purpose of carrying out Employee's responsibilities with the Company, and

(c)    refrain from directly or indirectly using or attempting to use such Confidential Information in any way, except for the purpose of carrying out Employee's responsibilities with the Company.

(d)    The above restrictions shall remain in place for a period of five

(5) years

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after the termination of Employee's employment, provided, however, that irrespective of the five (5) year period described above, protected attorney client communications shall not be disclosed at any time unless expressly allowed by the Board of Directors and/or the privilege is waived by the Board of Directors.

(e)    Return of Information Employee shall deliver promptly to the Company, at the termination of the Employee's employment, or at any other time at the Company's request, without retaining any copies, all documents and other material in Employee's possession relating, directly or indirectly, to any Confidential Information.

(f) Subpoenas and Process. Should Employee be subject to subpoena or other legal process to seek the disclosure of any Confidential Information, Employee will object to disclosure based on this Agreement, attorney client privilege and any other appropriate reason for not disclosing confidential information. Employee will immediately advise the Company of such subpoena or process and provide the Company with the necessary information, including providing a copy of any subpoena or other process, in each case to the extent he is legally permitted to do so, and reasonably cooperate with the Company in its efforts, to seek to protect the Confidential Information.

6.4    Defend Trade Secrets Act Notification. In accordance with the Defend Trade Secrets Act of 2016, the Employee acknowledges that he has been notified by the Company that he will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (i) is made (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (y) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. The Employee acknowledges that he has been further notified by the Company that, if he files a lawsuit for retaliation by an employer for reporting a suspected violation of law, then he may disclose the employer's trade secrets to his attorney and use the trade secret information in the court proceeding if: (A) he files any document containing the trade secret under seal; and (B) he does not disclose the trade secret, except pursuant to court order.

6.5    Whistleblower and other Laws Protecting_ Employees. The foregoing obligations of confidentiality set out in this Article 5 are subject to any applicable whistleblower laws, which protect Employee's right to provide information to governmental and regulatory authorities, including communications with the U.S. Securities and Exchange Commission about possible securities law violations. Notwithstanding any other provision in this Agreement, Employee is not required to seek the Company's permission or notify the Company of any communications made in compliance with applicable Whistleblower laws, and the Company will not consider any such communications to violate this Agreement or any other agreement between Employer and the Company or any Company policy by which Employee is bound. Further, nothing in this Agreement is to be interpreted to interfere with the Employee's rights under any federal, state, or local constitution, statute, rule, or regulation to file or otherwise institute a complaint or charge of discrimination, retaliation, or other alleged

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violation of discrimination or other employment-related laws with any federal, state, or local

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government agency enforcing such laws, to participate in a proceeding with any such agency, or to cooperate with any such agency in its investigation of such complaint or charge.

ARTICLE 7 RESTRICTIVE COVENANTS

7.1    Non-Solicitation. Employee acknowledges that he will have access to and produce sensitive Confidential Information of the Company and Company Group and that his position as Chief Legal Officer one of utmost confidence and trust. Employee further acknowledges that Company and Company Group have and continue to expend time, effort and funds to develop long-term business relationships and goodwill. Employee agrees that during the period commencing on the date of this Agreement and ending twelve (12) months after the effective date of the termination of Employee's employment irrespective of the time, manner or cause of termination (the "Non-Solicitation Period"}, Employee will not, within the Company and Company Group's Area of Operation, directly or indirectly, on Employee's own behalf or on behalf or any other person, individually or in partnership or jointly with any other person, entity or organization, as principal, agent,

consultant, contractor, employer or employee:

(a)    accept or solicit business from any customer, client or business relation of the Company Group, or prospective customer, client or business    relation that the Company Group was actively soliciting, whether or not Employee had direct contact with such customer, client or business relation, for the benefit or on behalf of any person, firm or corporation operating a business which competes with the Company Group, or attempt to direct any such customer, client or business relation away from the Company Group or to discontinue or alter any one or more of their relationships with the Company Group; or

(b)    hire or offer to hire or entice away or in any other manner persuade or attempt to persuade any officer, employee, consultant, independent contractor, agent, licensee, supplier, or business relation of the Company Group to discontinue or alter any one of their relationships with the Company Group.

(c)    For purposes of this Article,

(1) "Customer" is any person or entity with whom the Company or Company Group is under contract to provide and/or obtain services, or with whom the Company has such a relationship in the past 5 years prior to Employee's separation and has a reasonable expectation of further agreements.

(2) "Prospective Customer" is any person or entity to whom or from whom the Company or Company Group has made an offer or a presentation to provide and/or obtain services within the 12-month period prior to the end of Employee's employment.

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(3) "Business relation" is any person or entity with whom the Company or Company Group is engaged in a business undertaking in any aspect, including partnerships, joint ventures, financing or any other activity with the intent to promote the Company and/or Company Group, improve their profits, improve market share, or otherwise advance the Company's or Company Group's business interests.

(4) "Prospective Business relation" is any person or entity with whom in the 12-month period prior to the end of Employee's employment, the Company or Company Group made an offer or a presentation to engage in a business undertaking in any aspect, including partnerships, joint ventures, financing or any other activity with the intent to promote the Company and/or Company Group, improve their profits, improve market share, or otherwise advance the Company's or Company Group's business interests.

(5)    "Area of Operation" is North America.

7.2 Remedies for Breach of Restrictive Covenants, Employee acknowledges that in connection with Employee's employment he will receive or will become eligible to receive substantial benefits and compensation. Employee acknowledges that Employee's employment by the Company and all compensation and benefits from such employment will be conferred by the Company upon Employee only because and on the condition of Employee's willingness to commit Employee's best efforts and loyalty to the Company Group, including protecting the Company Group's confidential information and abiding by the non-solicitation covenants contained in this Agreement. Employee understands that his obligations set out in Article 6 and this Article 7 will not unduly restrict or curtail Employee's legitimate efforts to earn a livelihood following any termination of his employment with the Company. Employee agrees that the restrictions contained in Article 6 and this Article 7 are reasonable and valid and all defenses to the strict enforcement of these restrictions by the Company are waived by Employee. Employee further acknowledges that a breach or threatened breach by Employee of any of the provisions contained in Article 6 or this Article 7 would cause the Company irreparable harm which could not be adequately compensated in damages alone. Employee further acknowledges that it is essential to the effective enforcement of this Agreement that, in addition to any other remedies to which the Company may be entitled at law or in equity or otherwise, the Company will be entitled to seek and obtain, in a summary manner, from any court having jurisdiction, interim, interlocutory, and permanent injunctive relief, specific performance and other equitable remedies, without bond or other security being required. In addition to any other remedies to which the Company may be entitled at law or in equity or otherwise, in the event of a breach of any of the covenants or other obligations contained in this Agreement, the Company will be entitled to an accounting and repayment of all profits, compensation, royalties, commissions, remuneration or benefits which Employee directly or indirectly, has realized or may realize relating to, arising out of, or in connection with any such breach. Should a court of competent jurisdiction declare any of the covenants set forth in Article 6 or this Article 7 unenforceable as prepared, the court shall be empowered to modify and reform, including "blue penciling", such covenants to the extent necessary to be enforceable and to enforce the modified provisions to protect the

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legitimate interests of the Company and to award injunctive relief, or damages, or both, to which the Company may be entitled. If any such restriction is held to be invalid, illegal, or unenforceable in any respect under any applicable law in any jurisdiction, then such invalidity, illegality, or unenforceability will not affect any other provision of this Agreement or any other jurisdiction, but such restriction will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable restriction had never been contained in this Agreement.

ARTICLE 8 GENERAL PROVISIONS

1.1Governing Law. Unless specifically provided otherwise in this Agreement, this Agreement shall be governed by and construed in accordance with the laws of the state of Texas without giving effect to its conflicts of laws principles.

1.2Assignability . This Agreement is personal to Employee and without the prior written consent of the Company shall not be assignable by Employee. Provided, however, as provided for herein, certain benefits to the Employee shall inure to the benefit of and be enforceable by Employee's legal representatives and heirs, and as to such entitlements, Employee may assign such rights by will or be available by the laws of descent and distribution. This Agreement shall also inure to the benefit of and be binding upon the Company and its successors and assigns. The Company may assign this Agreement.

1.3Withholding. The Company may withhold from any amounts payable under this Agreement such federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

1.4Entire Agreement: Amendment. This Agreement constitutes the entire agreement and understanding between Employee and the Company with respect to the subject matter hereof and, except as otherwise expressly provided herein, supersedes any prior agreements or understandings, whether written or oral, with respect to the subject matter hereof, including without limitation all consulting, employment, severance or change of control agreements previously entered into between Employee and the Company and the May 22, 2022, offer letter between the parties. Except as may be otherwise provided herein, this Agreement may not be amended or modified except by subsequent written agreement executed by both parties hereto.

1.5IRS Code Section 409A. This Agreement is intended to comply with IRS Code Section 409A ("Section 409A") to the extent Section 409A is applicable to this Agreement. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted, operated and administered by the Company in a manner consistent with such intention and to avoid the pre-distribution inclusion in income of amounts deferred under this Agreement and the imposition of any additional tax or interest with respect thereto. Notwithstanding any other provision of this Agreement to the contrary, to the extent that any payment under this Agreement constitutes "nonqualified deferred compensation" under Section 409A, the following shall apply to the extent Section 409A is applicable to such payment:

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(a)    Any amount payable that is triggered upon the Employee's termination of employment shall be paid only if such termination of employment constitutes a "separation from service" under Section 409A; and

(b) All expenses or other reimbursements paid pursuant to this Agreement that are taxable income to Employee shall be paid no later than the end of the calendar year next following the calendar year in which Employee incurs such expense. With regard to any provision herein that provides for reimbursement of costs and expenses or in - kind benefits, except as permitted by Section 409A, (a) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (b) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in - kind benefits to be provided, in any other taxable year; and (c) such payments shall be made on or before the last day of Employee' s taxable year following the taxable year in which the expense occurred. For purposes of Section 409A, Employee's right to receive installment payments of any severance amount, if applicable, shall be treated as a right to receive a series of separate and distinct payments.

In the event that Employee.is deemed on the date of termination to be a "specified employee" as defined in Section 409A, then with regard to any payment or the provision of any benefit that is subject to Section 409A and is payable on account of a separation from service (as defined in Section 409A), such payment or benefit shall be delayed for until the earlier of (a) the first business day of the seventh calendar month following such termination of employment, or (b) Employee's death. Any payments delayed by reason of the prior sentence shall be paid in a single lump sum, without interest thereon, on the date indicated by the previous sentence and any remaining payments due under this Agreement shall be paid as otherwise provided herein.

Notwithstanding the foregoing, the Company makes no representation to the Employee about the effect of Section 409A on the provisions of this Agreement or any other compensation arrangement of the Employee, and the Company will have no liability to the Employee in the event that the Employee becomes subject to taxation (including taxes, penalties, and interest) under Section 409A (other than any reporting and/or withholding obligations that the Company may have under applicable tax law) or in the event the Employee incurs other expenses on account of non-compliance or alleged non-compliance

with Section 409A; unless such taxation or expense is the result of Company's action or inaction, or any document or operational failure of Company..

8.6    Independent Covenants. Each of the Employee's covenants set forth in Articles 6 and 7 will be construed as a covenant independent of any other covenant or provision of this Agreement or any other agreement between the parties hereto, and the existence of any claim or cause of action by the Employee against the Company, whether predicated on a covenant or provision of this Agreement or otherwise, will not constitute a

defense to the enforcement by the Company of the Employee's covenants set forth in Articles 6 and 7.

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1.7Multi le Counter arts· PDF Si natures. This Agreement may be executed in multiple counterparts, each of which shall constitute an original, but all of which together shall constitute one Agreement. Each party hereto may execute this Agreement in Portable Document Format or similar format ("PDF") sent by electronic mail. In addition, PDF signatures of authorized signatories of any party hereto will be deemed to be original signatures and will be valid and binding, and delivery of a PDF signature by any party will constitute due execution and delivery of this Agreement.

1.8Notices. Any notice provided for in this Agreement shall be deemed delivered upon deposit in the United States or Canadian mails, registered or certified mail, addressed to the party to whom directed at the addresses set forth below or at such other addresses as may be substituted therefor by notice given hereunder. Notice given by any other means must be in writing and shall be deemed delivered only upon actual receipt.

If to the Company:

encore Energy Corporation

101 N. Shoreline Blvd. Suite 450 Corpus Christi, TX 78401

USA

Attention: Chief Executive Officer If to Employee:

Robert J. Willette

USA

1.9Waiver. The waiver of any term or condition of this Agreement, or any breach thereof, shall not be deemed to constitute the waiver of the same or any other term or condition of this Agreement, or any breach thereof.

8.9 Severabiliy. In the event any provision of this Agreement is found to be unenforceable or invalid, such provision shall be severable from this Agreement and shall not affect the enforceability or validity of any other provision of this Agreement. If any provision of this Agreement is capable of two constructions, one of which would render the provision void and the other that would render the provision valid, then the provision shall have the construction that renders it valid.

1.11Arbitration of Disputes.

Employee, Company and Company Group, each agree to submit all claims and disputes relating to this Agreement or Employee's employment to binding arbitration. Unless exempted herein, arbitration shall be the sole and exclusive remedy for resolving any such

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claims or disputes. By agreeing to arbitrate, the Parties are not giving up any substantive rights under either state or federal law.

This Section 8.11 shall govern and apply to the resolution of all claims and/or disputes between and among Employee and Company and Company Group which in any way relate to or arise from Employee's employment, including consideration of employment, the interpretation, breach, validity, enforcement, or termination this Agreement, the Employee's employment with the Company or the cessation thereof, the Employee's compensation, and all matters arising under any federal, state, or local constitution, statute, rule, or regulation, or principle of contract law or common law, including but not limited to any and all medical leave statutes, wage-payment statutes, minimum wage and overtime statutes, anti-employment discrimination and anti-retaliation statutes, whistleblower statutes, or labor laws and all claims or disputes that may arise from or relate to Employee's employment, including, by way of example and without limitation, disputes arising from or concerning:

Any federal, state, or local laws, regulations, or statutes prohibiting employment retaliation and/or discrimination (such as, without limitation, race, color, sex, national origin, age, disability, religion) and/or harassment.

Any alleged or actual agreement, contracts, or covenants (oral, written, or implied).

•Any company policy or compensation or benefit plan.

•Any claim for failure to hire or wrongful discharge of any kind.

•Any other claim for personal, emotional, physical, or economic injury.

The only disputes which are not included within this mutual agreement to arbitrate are:

Claims by Employee for workers' compensation or unemployment compensation benefits, except that claim of retaliation or discrimination connected with worker's compensation claims are subject to arbitration;

Claims for injunctive relief to protect Company and Company Group's confidential information and/or trade secrets, including to enforce rights pursuant to the parties' confidentiality agreement, if any; and

•Claims relating to enforcement of the restrictive covenants contained in this Agreement; and

Claims which must, by law, be brought before an administrative agency but only to the extent applicable law permits access to such an agency

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notwithstanding the existence of an agreement to arbitrate. Such administrative claims include, by way of example and without limitation,

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claims or charges brought before the Equal Employment Opportunity Commission (EEOC), the U.S. Department of Labor (DOL), the National Labor Relations Board (NLRB), and/or the Office of Federal Contract Compliance Programs (OFCCP). Nothing in this Agreement/Policy shall preclude or excuse a party from bringing or participating in administrative proceedings to (a) adjudicate unfair labor practice charges before the NLRB, or (b) to fulfill the party's obligation to exhaust administrative remedies before making a claim in arbitration.

All disputes subject to this Agreement shall be brought in the party's individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. ("Class Action Waiver''). Any claim that all or part of the Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. Any such determination shall not affect the enforceability of any other provision of this Section 8.11.

Arbitration shall be in accordance with the Federal Rules of Civil Procedure and Federal Rules of Evidence and, unless the parties mutually agree on an arbitrator, shall be arbitrated by striking from a list of seven (7) potential arbitrators provided by the Judicial Arbiter Group, which is based in Denver, Colorado. The Company and Employee will flip a coin to determine who will make the first strike. The parties will then alternate striking from the list until there is one arbitrator remaining, who will be the selected arbitrator. The arbitration will take place in Denver, Colorado, unless the parties agree at the time to a different location. Unless the parties otherwise agree and subject to the availability of the arbitrator, the arbitration will be heard within sixty (60) days following the appointment, and the decision of the arbitrator shall be binding on Employee and the Company and will not be subject to appeal. Judgment may be entered on the arbitrator's award in any court having jurisdiction. In any arbitration under this paragraph, the arbitrator shall have full authority to resolve all issues in dispute, including the arbitrator's own jurisdiction, whether any dispute must be arbitrated under this paragraph, whether this paragraph is void or voidable, and to award compensatory remedies and other remedies permitted by law. To the fullest extent allowed by applicable law, and except to the extent equitable relief only is being sought, the Employee and the Company each knowingly and voluntarily agree to waive their rights to a trial by jury and agree that neither of them will make a demand, request, or motion for a trial by jury or court with regard to any dispute between them that is covered by this arbitration provision.

If a party files an action outside of arbitration that is properly subject to the exclusive arbitration requirements of this Section 8.11, in addition to any required arbitration fee, before pursuing his/her/its claim in arbitration the party must pay all attorney's fees, costs and expenses relating to responding to the non-arbitration action, and compelling or removing the matter to arbitration, including related discovery. This provision is specifically severable if enforcement would make arbitration unenforceable.

Except as otherwise provided by the arbitrator in accordance with applicable law, (i) the parties to the arbitration shall be responsible for paying their own attorneys' fees and

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costs incurred in connection with any dispute between them (to the same extent as if the matter were being heard in court), and (ii) the party who initiates the arbitration will pay the

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applicable filing fee, and the Company and the Employee will share equally the other costs of the arbitration (e.g., the cost of the arbitrator and hearing room and other costs unique to the arbitration); provided that, in the event that one party substantially prevails in the arbitration (the "Prevailing Party"), then the arbitrator shall award the Prevailing Party, and shall require the non-Prevailing Party to pay, the reasonable attorneys' fees and costs incurred by the Prevailing Party in connection with such arbitration. Any dispute as to who the Prevailing Party is and/or over the reasonableness of any fees or costs will be resolved by the arbitrator. Notwithstanding the foregoing, nothing in this paragraph will affect the arbitrator's right to award fees and costs to any party in accordance with applicable statutory law or the Company's right to equitable relief under this Agreement or require the arbitrator to award the Prevailing Party any fees or costs when doing so would violate the law.

This Section 8.11 is intended to be governed first by the Federal Arbitration Act and, as a result, to the fullest extent allowed by the Federal Arbitration Act, state laws governing arbitration provisions that would otherwise apply to this Section 8.11 are preempted.

In the event that arbitration shall not apply due to legal bar by statute or unenforceability, Employee and the Company agree to waive trial by jury and have their disputes resolved by judge alone. Venue for such action shall be in Nueces County, Texas.

1.12Currenc . Except as expressly provided in this Agreement, all amounts in this Agreement are stated and shall be paid in United States dollars ($US).

1.13Company's Maximum Obligations. The compensation set out in this Agreement represents the Company's maximum obligations, and other than as set out herein, Employee will not be entitled to any other compensation, rights or benefits in connection with Employee's employment or the termination of Employee's employment.

1.14Full Payment· No Mitigation Obligation The Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be subject to any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against Employee.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

encore Energy Corp.:

    /s/ William Paul Goranson

Name: William Paul Goranson

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Title: Chief Executive Officer and Director. Date: January 30, 2024

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By: /s/ Robert J. Willette

Name: Robert J. Willette

Title: Chief Legal Officer Date: 1/30/2024

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EXHIBIT A

JOB DESCRIPTION

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The Chief Legal Officer {CLO) is a key member of enCore Energy Corp.'s (encore) Executive Team and reports to the CEO. The CLO oversees key legal, administrative, and outside communications functions for the company, and the position also plays a key role in organizational decision making.

Provide counsel for long-term and complex sales, supply and services contracts to a highly

Act as general counsel for the Company, encore Board of Directors, the Executive Chairman, and

Act as Corporate Secretary on the behalf of the Company and the encore Board of Directors Provide efficient delivery of legal counsel, advice and guidance responsive and supportive of enCore's business objectives and operations.

Ensure legal compliance for government contracting, support M&A activity, support corporate

governance and ensure that the business maintains high standards of ethical conduct and regulatory compliance.

Oversee and coordinate with outside counsel to support company activities. Prepare public company reporting in Canadian and U.S. public markets.

Oversee corporate outside communications including investor relations to assure regulatory compliance as part of the Company's Disclosure Committee in coordination with the Executive Chairman and CEO.

Juris Doctorate degree required, and the applicant must also be actively admitted to practice law in at least one state where encore does business.

Fluent capability of the English language in writing and speaking. Skills in Spanish would be Minimum 10 years of legal experience required. Preferably minimum S year corporate or similar

Experience with mergers and acquisitions is preferred.

Compliance, audit and/or regulatory experience, preferably in public companies in Canada and

Strong problem-solving skills, ability to identify, evaluate (risk/reward balance) and resolve legal issues within the context of the business strategy and objectives.

Demonstrated experience in improving internal processes to improve outcomes Proven success at developing and implementing strategic decisions

A strong track record in creating optimal organizational structures that leverage employees and

•transactional organization.

•the various Committees of the Board.

•Other responsibilities as assigned by management.

What you will need helpful. "in-house" experience.

•Contract and Land management experience.

•• the United States.

•Hands-on; self-starter; team-player.

•contractors as appropriate Exceptional attention to detail

•The ability to multi-task in a fast-paced environment

•Excellent written and oral presentation skills

Document

Exhibit 10.13

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT ("Agreement'") is effective as of the 14th of February, 2024 (the "Effective Date"), by and between URI, Inc. a Delaware corporation ("URI" or the “Company"), a subsidiary of enCore Energy Corp. (“enCore”) and Shona Wilson (the "Employee").

In consideration of the agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Employee hereby agree as follows:

ARTICLE 1 EMPLOYMENT, REPORTING AND DUTIES

1.1.Employment. The Company hereby employs and engages the services of Employee to serve as Chief Financial Officer, and Employee agrees to diligently and competently serve as and perform the functions of Chief Financial Officer for the compensation and benefits stated herein. A copy of Employee's current job description is attached hereto as Exhibit A, and Company and Employee agree and acknowledge that, subject to Section 4.2(b), Company retains the right to reasonably add to, or remove, duties and responsibilities set forth in that job description as business or other operating reasons may arise for changes to occur. It is understood that Employee will be appointed an officer of enCore during the Term of this Agreement.

1.2.Full-time Service. Excluding any periods of vacation and sick leave to which Employee may be entitled, Employee agrees to devote Employee' s full time and energies to her responsibilities with the Company. Employee shall not, during the Term of this Agreement, be engaged in any business activity that would interfere with or prevent Employee from carrying out Employee’s duties under this Agreement.

1.3.Location. The Employee will be required to work from the Company headquarters or other designated office with some travel required.

1.4.Fiduciary. The Employee is a fiduciary and will honor all of her fiduciary duties to the Company both during the Term and after ceasing to be an employee.

1.5.No Prior Restrictions. The Employee represents and warrants that her employment with the Company does not violate, or cause her to be in breach of, any obligation or covenant made to any former employer or other third party, and that during the course of her employment with the Company she will not take any action that would violate or breach any legal obligation that she may have to any former employer or other third party.

1.6.Annual Physical. The employee agrees to obtain an annual physical exam from a medical doctor licensed and in good standing in the United States.

ARTICLE 2 COMPENSATION AND RELATED ITEMS

1.1.Compensation. As compensation and consideration for the services to be rendered by Employee under this Agreement, during the Term the Company agrees to pay Employee and

Exhibit 10.13

Employee agrees to accept:

(a)Base Salary and Benefits. A base salary ("Base Salary") of $250,000 per annum, which shall be paid in accordance with the Company's standard payroll practice. Employee's Base Salary may be increased from time to time (but not decreased, including after any increase, without Employee's written consent), at the discretion of the Company, and after any such change, Employee's new level of Base Salary shall be Employee' s Base Salary for purposes of this Agreement until the effective date of any subsequent change. Employee shall also receive benefits such as health insurance, vacation, and other benefits consistent with the then applicable Company benefit plans to the same extent as other employees of the Company with similar position or level. Employee understands and agrees that, subject to Sections 2.l(b) and (c) below, Company's benefit plans may, from time to time, be modified or eliminated at Company's discretion.

(b)Cash Bonus. Employee is eligible for a cash bonus opportunity (the "Cash Bonus") during each calendar year with a target (the "Target Cash Bonus") equal to fifty percent (50%) (the "Target Cash Bonus Percentage'") of the Base Salary for the year for which the cash bonus is paid, such cash bonus to be paid in accordance with the determination of the Company’s Compensation Committee based on a number of agreed metrics, including: a.) Financial Condition of the Company; b.) Predetermined goals established between the Employee and the Company; and c.) Share price performance. In order to receive any Cash Bonus, the Employee must be employed by the Company at the time such Cash Bonus is to be paid. The Cash Bonus will be paid no later than March 15th of the year following the year for which the Cash Bonus is being paid.

(c)Stock Options: The Employee is entitled to participate in the enCore stock option plan (“SOP”). Annual and special grants are to be determined by the Board with guidance from the Compensation Committee. All grants are subject to the terms and conditions of the SOP.

(d)Initial Stock Option Grant: The Employee is provided an initial grant of 125,000 options at the start of employment, and the first 25% will vest after the first 6 months of employment (on August 15, 2024) and an additional 25% will vest on February 15, 2025; August 15, 2025; and February

15, 2026.

(e)Relocation Bonus and Relocation Expenses: The Employee will receive a one- time relocation bonus of $10,000. The Employee will also receive a monthly lodging relocation for six (6) months of rent at $2,500.00 per month for a total of $15,000.00 subject to legally required tax withholdings. Should the Employee be terminated for Cause or resign voluntarily within the first twelve (12) months of employment as per Article 3 of this Agreement, the Employee will be required to repay the full amount of such relocation bonus and monthly lodging relocation payments, provided that the Employee will not be required to repay such amounts if the employee resigns for Good Reason.

1.2.Expenses. The Company agrees that Employee shall be allowed reasonable and necessary business expenses in connection with the performance of Employee's duties within the guidelines established by the Company as in effect at any time with respect to key employees ("Business Expenses"), including, but not limited to, reasonable and necessary expenses for food, travel, lodging, entertainment, and other items in the promotion of the Company within such guidelines. The Company shall promptly reimburse Employee for all reasonable Business Expenses incurred by Employee upon Employee's timely presentation to the Company of an itemized account thereof, together with receipts, vouchers, or other supporting documentation.

Exhibit 10.13

1.3.Vacation. Employee will be entitled to five weeks of vacation each year during the Term, in addition to the paid holidays each year stipulated as holidays by the state where the Employee resides. Carry over of unused vacation from one year to the next will be as per the Company's paid leave policy.

1.4.Use of Personally Owned Vehicle. Employee will be provided a vehicle allowance of $750.00 per month during the Term, less any applicable taxes, for the use of the Employee’s privately owned vehicle for routine business use and travel. If, during a single month, the cost of business use of the Employee’s privately owned vehicle exceeds the monthly allowance, based on documented mileage for business use considered at the standard IRS mileage rate, the Company will reimburse the Employee for the business use of the vehicle in excess of the monthly allowance for the documented mileage at the standard IRS rate.

ARTICLE 3 TERMINATION

1.1.Term. Employee's employment under this Agreement shall commence on the Effective Date and will end on the date (the "Initial Expiration Date") that is the second anniversary of the Effective Date, unless extended under the terms of this Section; provided that the Employee’s employment may be terminated before the Initial Expiration Date or the end of any extended term under the provisions of this Article. If neither Company nor Employee provides written notice of intent not to renew this Agreement by ninety (90) days prior to the Initial Expiration Date, this Agreement shall be automatically renewed for twelve (12) additional months from the Initial Expiration Date, and if neither Company nor Employee provide written notice of intent not to renew this Agreement prior to ninety (90) days before the end of such additional 12-month period, this Agreement shall continue to be automatically renewed for successive additional 12-month periods from the anniversary date of the Effective Date until such time as either Company or Employee provides written notice of intent not to renew prior to ninety (90) days before the end of any such renewal period. The “Term” of this Agreement consists of the initial two years and each 12-month extension.

1.2.Termination of Employment. Except as may otherwise be provided herein, Employee's employment under this Agreement may terminate upon the occurrence of:

(a)Notice by Company. The termination date specified in a written notice of termination that is given by the Company to Employee;

(b)Notice by Employee. Thirty (30) days after written notice of termination is given by Employee to the Company;

(c)Death or Disability. Employee's death or, at the Company's option, upon Employee's becoming disabled, as defined herein;

(d)Deemed Termination Without Just Cause upon a Change of Control. Adeemed termination without just cause under Section 4.1(a) upon the occurrence of a Change of Control; or

Exhibit 10.13

(e)Notice Not to Renew. If the Company or Employee gives the other a notice not to renew this Agreement under Section 3.1, employment under this Agreement shall terminate at the close of business at the end of the Initial Expiration Date or at the end of the 12-month renewal period in which timely notice not to renew was given. A notice by the Company not to renew shall be considered a notice of termination, resulting in the Company terminating Employee's employment under this Agreement.

Any notice of termination given by the Company to Employee under Section 3.2(a) or (e) above shall specify whether such termination is with or without just cause as defined in Section 3.4. Any notice of termination given by Employee to the Company under Section 3.2(b) above shall specify whether such termination is made with or without Good Reason as defined in Section 4.2(b).

In the event of any termination of the Employee's employment with the Company, regardless of reason or who initiates the termination, the Employee agrees that she will be deemed to have resigned, effective as of the date of the termination of her employment with the Company, from all officer, or other positions that she may hold within the Company Group (as defined below), or with any other entity to the extent that he is serving in such capacity for such other entity at the request of the Company Group. Consistent with paragraph (b) of this Section, the Employee agrees, to the extent requested by the Company Group, or any other entity, to execute and immediately submit a letter of resignation, or other documentation to that effect, to the Company Group or to such other entity, as applicable.

1.3.Obligations of the Company Upon Termination.

(a) With Just Cause/Without Good Reason. If the Company terminates Employee's employment under this Agreement with just cause as defined in Section 3.4, or if Employee terminates her employment without Good Reason as defined in Section 4.2 (b), in either case whether before or after a Change of Control as defined in Section 4.2(a), then Employee's employment with the Company shall terminate without further obligation by the Company to Employee, other than payment of all accrued obligations ("Accrued Obligations"), including outstanding Base Salary, accrued available unused vacation pay and any other cash benefits accrued up to and including the date of termination. Payment for Accrued Obligations shall be made in one lump sum, within twenty (20) working days after the effective date of such termination. The Employee will also be entitled to exercise any rights with respect to stock options on termination of employment in accordance with the SOP and the terms and conditions of each grant.

(b) With Good Reason/Without Just Cause/Disabled/Death. If Employee terminates Employee's employment under this Agreement for Good Reason as defined in Section 4.2(b), or if the Company terminates Employee' s employment without just cause as defined in Section 3.4, or where the Company does not renew the Agreement as per section 3.2(e) of this Agreement, or if the Company terminates Employee's employment by reason of Employee becoming Disabled as defined in Section 3.5, or if Employee dies (in which case the date of Employee's death shall be considered his or her termination date), in any case whether before or after a Change of Control as defined in Section 4.2 (a), or if there is a deemed termination without just cause upon a Change of Control as contemplated by Section 4.1 (a), then Employee's employment with the Company shall terminate, as of the effective date of the termination, and in lieu of any other severance benefit that would otherwise be payable to Employee:

Exhibit 10.13

(i)For each applicable circumstance, the Company shall pay the following amounts to Employee (or, in the case of termination by reason of Employee becoming Disabled or upon the death of Employee, to Employee's legal representative or estate as applicable) after the effective date of such termination:

(A)all Accrued Obligations, less required tax withholding, up to and including the date of termination, to be paid on the date of termination of employment, or within no more than twenty (20) working days thereafter, and the Company will reimburse the Employee for all proper Business Expenses incurred by the Employee in discharging her responsibilities to the Company prior to the effective date of termination of the Employee's employment in accordance with Section 2.2 above; and

(B)in the event of a termination without just cause or a deemed termination without just cause upon a Change of Control, an amount in cash equal to two (2) (the "Severance Factor") times the sum of Employee's Base Salary and the full annual Target Cash Bonus for the calendar year in which the Date of Termination occurs, such amount to be paid within thirty (30) calendar days after the date Employee signs the Release contemplated by Section 3.7 and such Release becomes effective provided that, if the time period in which the Release must be executed and become effective spans two separate calendar years, then such amount shall not be paid prior to January 1 of the second of such calendar years;

(C)in the event of a termination by reason of a Disability, or where the Employee dies or where the Company does not renew the Agreement as per section 3.2(e) of this Agreement, an amount in cash equal to two (2) (the "Severance Factor") times the sum of Employee's Base Salary and the full annual Target Cash Bonus for the calendar year in which the Date of Termination occurs such amount to be paid within thirty (30) calendar days after the date Employee signs the Release contemplated by Section 3.7 and such Release becomes effective provided that, if the time period in which the Release must be executed and become effective spans two separate calendar years, then such amount shall not be paid prior to January 1 of the second of such calendar years.

(ii)The Employee will also be entitled to exercise any rights with respect to stock options on termination of employment in accordance with the SOP and the terms and conditions of each grant.

(iii)Upon termination, and conditioned on the Employee signing the Release contemplated by Section 3.7 and such Release becoming effective, the Company or its Successor (as defined in Section 4.l(a)), agrees to pay Employee the full cost of her COBRA continuation rate charged by the Company for employee and, if applicable, dependent coverage, on a monthly basis, for a period of months equal to twelve times the applicable Severance Factor (the "Coverage Period"), beyond Employee's termination month, less any period covered by the Employee’s previous employer if applicable. Employee and if applicable her dependents may, at their choosing and if eligible, enroll in COBRA continuation under the group

Exhibit 10.13

Exhibit 10.13

health insurance plan through the Company (generally for the first eighteen months following Employee's termination month) or, if they choose, they may enroll in a separate plan of their choosing, by using these payments to enroll in medical and prescription insurance of their choosing. Payment at the rate described herein will continue for the Coverage Period beyond Employee's termination month, whether or not Employee and her dependents remain eligible for and/or covered under COBRA during the entirety of that period. These payments will be to Employee directly and will be grossed up so that there is no negative tax impact to the Employee for the amount charged by the insurance carriers for the COBRA continuation coverage for the current month. The monthly payment amount for COBRA coverage will be indexed annually and will match the rate charged for any month of coverage available by the insurance carrier for Medical, Dental, and Optical coverage through enCore for employee and, if applicable, dependent coverage; and

(iv)Nothing herein shall preclude the Company from granting additional severance benefits to Employee upon termination of employment.

Notwithstanding the foregoing, in the case of Disability, any Base Salary payable to Employee during the one hundred and eighty (180) day period of disability set forth in Section 3.5 below will be limited to the amount payable without causing a reduction in the amount of any disability benefits Employee receives or is entitled to receive as a result of any disability insurance policies for which the Company has paid the premiums.

(c)Section 280G. Notwithstanding any other provisions of this Agreement, or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits provided or to be provided by the Company or its affiliates to Employee or for Employee's benefit pursuant to the terms of this Agreement or otherwise ("Covered Payments") constitute "parachute payments" within the meaning of Section 280G of the Code and would, but for this Section 3.3(c) be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the "Excise Tax"), then the following shall apply:

(i)If the Covered Payments, reduced by the sum of (l) the Excise Tax and

(2) the total of the Federal, state, and local income and employment taxes payable by Employee on the amount of the Covered Payments which are in excess of three times Employee's "base amount" within the meaning of Section 280(G) of the Code less one dollar (the "Threshold Amount"), are greater than or equal to the Threshold Amount,

Employee shall be entitled to the full benefits payable under this Agreement; and

(ii)If the Threshold Amount is less than (1) the Covered Payments, but greater than (2) the Covered Payments reduced by the sum of (x) the Excise Tax and (y) the total of the Federal, state, and local income and employment taxes on the amount of the Covered Payments which are in excess of the Threshold Amount, then the Covered Payments shall be reduced (but not below zero) to the extent necessary so that the sum of all Covered Payments shall not exceed the Threshold Amount. In such event, the Covered Payments shall be reduced in the following order: (A) cash payments not subject to Section 409A; (B) cash payments subject to Section 409A; (C) equity-based payments and acceleration; and (D) non-cash

Exhibit 10.13

Exhibit 10.13

forms of benefits. To the extent any payment is to be made over time (e.g., in installments, etc.), then the payments shall be reduced in reverse chronological order.

(iii)For purposes of determining which of the alternative provisions of Section 3.3(c) shall apply, Employee shall be deemed to pay Federal income taxes at the highest marginal rate of Federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in the state and locality of Employee' s residence on the date of termination, net of the maximum reduction in Federal income taxes which could be obtained from deduction of such state and local taxes. Any determination by the Accounting Firm shall be binding upon the Company and Employee.

(iv)The determination as to which of the alternative provisions of Section 3.3(c)(ii) shall apply to Employee shall be made by a nationally recognized accounting firm selected by the Company (the "Accounting Firm"), which shall provide detailed supporting calculations both to the Company and Employee within 15 business days of the date of termination, if applicable, or at such earlier time as is reasonably requested by the Company or Employee.

1.4.Definition of Just Cause.

As used in this Agreement, the term "just cause" will mean any one or more of the following events:

(a)theft, fraud, dishonesty, or misappropriation by Employee involving the property, business or affairs of the Company or the discharge of Employee's responsibilities or the exercise of her authority;

(b)willful misconduct or the willful failure by Employee to properly discharge her responsibilities or to adhere to the policies of the Company;

(c)Employee's gross negligence in the discharge of her responsibilities or involving the property, business, or affairs of the Company to the material detriment of the Company;

(d)Employee's conviction of a criminal or other statutory offence that constitutes a felony or which has a potential sentence of imprisonment greater than six (6) months or Employee's conviction of a criminal or other statutory offence involving, in the sole discretion of the Board, moral turpitude;

(e)Employee's material breach of a fiduciary duty owed to the Company;

(f)any material breach by Employee of the covenants contained in Articles 5

or 6 below;

(g)Employee's unreasonable refusal to follow the lawful written direction of the Board or the Chair of the Board on any material matter;

Exhibit 10.13

(h)any conduct of Employee which, in the reasonable opinion of the Board, is materially detrimental or embarrassing to the Company; or

(i)any other conduct by Employee that would constitute "just cause" as that term is defined at law.

The Company must provide written notice to Employee prior to termination for just cause pursuant to Section 3.4 (c), (f), (g), (h), or (i) and where the conduct is reasonably capable of being cured provide Employee the opportunity to correct and cure the failure within thirty (30) days from the receipt of such notice. If the parties disagree as to whether the Company had just cause to terminate the Employee's employment, the dispute will be submitted to binding arbitration pursuant to Section 7.11 below.

1.5.Definition of Disabled. As used herein, "Disabled"' shall mean a mental or physical impairment which, in the reasonable opinion of a qualified doctor selected by mutual agreement of the Company and Employee acting reasonably, renders Employee unable, with reasonable accommodation, to perform with reasonable diligence the essential functions and duties of Employee on a full-time basis in accordance with the terms of this Agreement, which inability continues for a period of not less than 180 consecutive days. The providing of service to the Company for up to two (2) three (3) day periods during the one hundred and eighty (180) day period of disability will not affect the determination as to whether Employee is Disabled and will not restart the one hundred and eighty (180) day period of disability. If any dispute arises between the parties as to whether Employee is Disabled, Employee will submit to an examination by a physician selected by the mutual agreement of the Company and Employee acting reasonably, at the Company's expense. The decision of the physician will be certified in writing to the Company, and will also be sent by the physician to Employee or Employee' s legally authorized representative and will be conclusive for the purposes of determining whether Employee is Disabled. If Employee fails to submit to a medical examination within twenty (20) days after the Company's request, Employee will be deemed to have voluntarily terminated his or her employment.

1.6.Return of Materials: Confidential Information. In connection with Employee's separation from employment for any reason or at any time upon request by the Company, Employee shall return any and all physical property belonging to the Company, and all material or records of whatever type containing "Confidential Information" as defined in Section 5.2 below, including, but not limited to, any and all documents, whether in paper or electronic form, which contain Confidential Information, any customer information, production in formation, manufacturing-related information, pricing information, files, memoranda, reports, pass codes/access cards, training or other reference manuals, Company vehicle, telephone, gas cards or other Company credit cards, keys, computers, laptops, including any computer disks, software, facsimile machines, memory devices, printers, telephones, pagers, or the like.

1.7.Delivery of Release. Within ten (10) working days after termination of Employee's employment, and as a condition for receipt of payments set forth in Section 3.3(b)(i)(B), 3.3(b)(i)(C), 3.3(b)(iii), and 4.1 (a), the Company shall provide to Employee, or Employee's legal representative, for signature a form of written release, which form shall be satisfactory to the Company and generally consistent with the form of release used by the Company prior to such termination of employment (the "Release") and which shall provide a full release of all claims against the Company, enCore and its corporate affiliates and related individuals and entities, except for claims pursuant to any directors and officers liability insurance applicable to the Employee that may have been purchased by the Company and

Exhibit 10.13

except where Employee has been named as a defendant in a legal action arising out of the performance of Employee's responsibilities in which case the Release will exempt any claims which Employee or his or her legal representative or estate may have for indemnity by the Company with respect to any such legal action. As a condition to the obligation of the Company to make the payments provided for in such Sections. Employee, or Employee's legal representative, shall execute and deliver the Release to the Company and such Release must become effective within the time periods provided for in said Release which time period will not exceed 60 days.

Exhibit 10.13

ARTICLE 4 CHANGE OF CONTROL

1.1.Effect of Change of Control. ln the event of a Change of Control of enCore during the Term the following provisions shall apply:

(a)If upon the Change of Control

(i)Employee is not retained by the Company or its successor (whether direct or indirect, by purchase of assets, merger, consolidation, exchange of securities, amalgamation, arrangement or otherwise) to all or substantially all of the business and/or assets of enCore ("Successor") on substantially the same terms and conditions as set out in this Agreement and in circumstances that would not constitute Good Reason (where Good Reason is determined by reference to Employee's employment status prior to the Change of Control and prior to any other event that could constitute Good Reason); and/or

(ii)any such Successor does not, by agreement in form and substance satisfactory to Employee, expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place,

then Employee’s employment shall terminate and be deemed to be terminated without just cause upon such Change of Control and Employee shall be entitled to the compensation and all other rights specified in Article 3 in the same amount and on the same terms as if terminated without just cause as set out therein, subject to the additional rights set out in paragraph (d) below;

(b)All rights of Employee in this Agreement, including without limitation all rights to severance and other rights upon a termination with or without just cause, with or without Good Reason, upon a disability or upon death under Article 3 of this Agreement shall continue after a Change of Control in the same manner as before the Change of Control, subject to the additional rights set out in paragraph (d) below;

(c)For clarity, if there is a Change of Control and the employment of the Employee is continued by the Company or its Successor on substantially the same terms and conditions then the Employee will not be entitled to any compensation under Article 3 of this Agreement; and

(d)If,

(i)there is a deemed termination without just cause under Section 4.1(a); or

(ii)within twelve (12) months following the effective date of the Change of Control, enCore, or its Successor, terminates the employment of Employee without just cause or by reason of Disability, or Employee terminates her employment under this Agreement for Good Reason,

then, in addition to the other rights Employee has under this Agreement, and notwithstanding any other provision in this Agreement, but subject to the terms of

Exhibit 10.13

the SOP and each grant, all of the stock options previously granted to Employee that have neither vested nor expired will automatically vest and

Exhibit 10.13

become immediately exercisable. Employee will have ninety (90) days from the effective date of the termination of Employee's employment to exercise any stock options which had vested as of the effective date of termination and thereafter Employee's stock options will expire and Employee will have no further right to exercise the stock options.

1.2.Definitions of Change of Control and Good Reason.    For    the    purposes    of    this Agreement,

(a)"Change of Control" will mean the happening of any of the following: any transaction at any time and by whatever means pursuant to which (A.) enCore goes out of existence by any means, except for any corporate transaction or reorganization in which the proportionate voting power among holders of securities of the entity resulting from such corporate transaction or reorganization is substantially the same as the proportionate voting power of such holders of enCore voting securities immediately prior to such corporate transaction or reorganization, (B.) any Person (as defined in the Securities Act (Ontario)) or any group of two or more Persons acting jointly or in concert (other than enCore, a wholly owned Subsidiary of enCore, an employee benefit plan of the enCore or of any of its wholly- owned Subsidiaries (as defined in the Securities Act (Ontario)), including the trustee of any such plan acting as trustee) hereafter acquires the direct or indirect "beneficial ownership" (as defined by the Business Corporations Act (Ontario)) of, or acquires the right to exercise control or direction over, securities of enCore representing 50% or more of the enCore’s then issued and outstanding securities in any manner whatsoever, including, without limitation, as a result of a take-over bid, an exchange of securities, an amalgamation of enCore with any other entity, an arrangement, a capital reorganization or any other business combination or reorganization, or (C) the sale, assignment or other transfer of all or substantially all of the assets of enCore in one or a series of transactions, whether or not related, to a Person or any group of two or more Persons acting jointly or in concert, other than a wholly- owned Subsidiary of enCore, and for greater certainty includes;

(i)the dissolution or liquidation of enCore except in connection with the distribution of assets of enCore to one or more Persons which were wholly owned Subsidiaries of enCore immediately prior to such event;

(ii)the occurrence of a transaction requiring approval of the enCore ’s shareholders whereby enCore is acquired through consolidation, merger, exchange of securities, purchase of assets, amalgamation, arrangement or otherwise by any other Person (other than a short form amalgamation or exchange of securities with a wholly-owned Subsidiary of enCore);

(iii)a majority of the members of the Board are replaced or changed as a result of or in connection with any: (A) takeover bid, consolidation, merger, exchange of securities, amalgamation, arrangement, capital reorganization or any other business combination or reorganization involving or relating to enCore; (B) sale, assignment or other transfer of all or substantially all of the assets of enCore in one or a series of transactions, or any purchase of assets; or (C) dissolution or liquidation of enCore;

(iv)during any two-year period, a majority of the members of the Board serving at the date of this Agreement is replaced by directors who are not

Exhibit 10.13

nominated and approved by the Board;

(v)an event set forth in (i), (ii), (iii), or (iv) has occurred with respect to enCore or any of its direct or indirect parent companies, in which case the term "enCore" in those paragraphs will be read to mean "the Company or such parent company" and the phrase "wholly-owned Subsidiary(ies)" will be read to mean " Affiliate(s) or wholly-owned Subsidiary(ies)"; or

(vi)the Board passes a resolution to the effect that, an event set forth in (i), (ii), (iii), (iv), or (v) above has occurred.

(b)"Good Reason" means, without the written agreement of Employee, there is:

(i)a material reduction or diminution in the level of responsibility, or office of Employee;

(ii)a reduction in the Employee's Base Salary or Target Cash Bonus Percentage; or

(iii)after a Change of Control, a proposed, forced relocation of Employee to another geographic location greater than fifty (50) miles from Employee's office location at the time a move is requested after a Change of Control, provided that before any event set out in Section 4.2(b)(i),(ii) or (iii) may be relied upon by the Employee, the Employee must have provided written notice to the Board and have given the Company at least thirty (30) calendar days within which to cure the alleged event.

ARTICLE 5 CONFIDENTIALITY

1.1.Position of Trust and Confidence. Employee acknowledges that in the course of discharging her responsibilities, she will occupy a position of trust and confidence with respect to the affairs and business of the enCore and its subsidiaries and other affiliates (collectively the Company Group”) and each of their customers and clients, and that she will have access to and be entrusted with detailed confidential information concerning the present and contemplated mining and exploration projects, prospects, and opportunities of the Company Group. Employee acknowledges that the disclosure of any such confidential information to the competitors of the Company Group or to the general public would be highly detrimental to the best interests of the Company Group. Employee further acknowledges and agrees that the right to maintain such detailed confidential information constitutes a proprietary right which the Company Group is entitled to protect. The Employee acknowledges that the provisions of this Article 5 and Article 6 below are intended to, among other things, protect such proprietary right.

1.2.Definition of Confidential Information. In this Agreement, "Confidential Information" means any information disclosed by or on behalf of the Company Group to Employee or developed by Employee in the performance of his or her responsibilities at any time before or after the execution of this Agreement, and includes any information, documents, or other materials (including, without limitation, any drawings, notes, data, reports, photographs, audio and/or video recordings, samples and the like) relating to the business or affairs of the Company

Exhibit 10.13

Group or any of their respective customers, clients or suppliers that is confidential or proprietary, whether or not such information:

(i)is reduced to writing;

(ii)was created or originated by an employee; or

(iii)is designated or marked as "Confidential" or "Proprietary" or some other designation or marking.

The Confidential Information includes, but is not limited to, the following categories of information relating to the Company Group:

(a)information concerning the present and contemplated mining, milling, processing and exploration projects, prospects, and opportunities, including joint venture projects;

(b)information concerning the application for permitting and eventual development or construction of properties, the status of regulatory and environmental matters, the compliance status with respect to licenses, permits, laws and regulations, property and title matters and legal and litigation matters;

(c)information of a technical nature such as ideas, discoveries, inventions, improvements, trade secrets, now-how, manufacturing processes, specifications, writings, and other works of authorship;

(d)financial and business information such as business and strategic plans, earnings, assets, debts, prices, pricing structure, volume of purchases or sales, production, revenue and expense projections, historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, or other financial data whether related to business generally, or to particular products, services, geographic areas, or time periods;

(e)supply and service information such as goods and services suppliers' names or addresses, terms of supply or service contracts of particular transactions, or related information about potential suppliers to the extent that such information is not generally known to the public, and to the extent that the combination of supplier or use of a particular supplier, although generally known or available, yields advantages, the details of which are not generally known;

(f)marketing information, such as details about ongoing or proposed marketing programs or agreements, sales forecasts or results of marketing efforts or information about impending transactions;

(g)personnel information relating to employees, contractors, or agents, such as personal histories, compensation or other terms of employment or engagement, actual or proposed promotions, hiring, resignations, disciplinary actions, terminations, or reasons therefor, training methods, performance, or other employee information;

(h)customer information, such as any compilation of past, existing, or prospective customer's names, addresses, backgrounds, requirements, records of purchases and prices, proposals or agreements with customers, status of customer accounts or credit, or related information about actual or prospective customers;

Exhibit 10.13

Exhibit 10.13

(i)computer software of any type or form and in any stage of actual or anticipated development, including but not limited to, programs and program modules, routines and subroutines, procedures, algorithms, design concepts, design specifications (design notes, annotations, documentation, flow charts, coding sheets, and the like), source codes, object code and load modules, programming, program patches and system designs;

(j)all non-public information regarding the Company or its customers which becomes known to Employee as a result of Employee's employment by the Company; and

(k)all information which becomes known to Employee as a result of Employee's employment by the Company, which Employee acting reasonably, believes or ought to believe is confidential or proprietary information from its nature and from the circumstances surrounding its disclosure to Employee.

Despite the foregoing, Confidential Information does not include information which the Employee can prove is information that was in the public domain at the date of disclosure to the Employee, or thereafter entered the public domain through no fault of the Employee or any other breach of confidentiality (but only after it has entered the public domain) provided that any combination of information that is Confidential Information will not be included within the exception merely because individual parts of the information were within the public domain unless the whole of the combination itself was in the public domain.

1.3.Non-Disclosure. Employee, both during her employment and for a period of five

(5) years after the termination of her employment irrespective of the time, manner, or cause of termination, will:

(a)retain in confidence all of the Confidential Information;

(b)refrain from disclosing to any person including, but not limited to, customers and suppliers of the Company Group, any of the Confidential Information except for the

purpose of carrying out Employee's responsibilities with the Company, and

(c)refrain from directly or indirectly using or attempting to use such Confidential Information in any way, except for the purpose of carrying out Employee's responsibilities with the Company.

Employee shall deliver promptly to the Company, at the termination of Employee's employment, or at any other time at the Company's request. without retaining any copies, all documents and other material in Employee's possession relating, directly or indirectly, to any Confidential Information.

It is understood that should Employee be subject to subpoena or other legal process to seek the disclosure of such Confidential Information, Employee will advise the Company of such process and provide the Company with the necessary information, in each case to the extent she is legally permitted to do so, and reasonably cooperate with the Company in its efforts, to seek to protect the Confidential Information.

Exhibit 10.13

1.4.Defend Trade Secrets Act Notification. In accordance with the Defend Trade Secrets Act of 2016, the Employee acknowledges that she has been notified by the Company that she will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that:

(i)is made (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (y) solely for the purpose of reporting or investigating a suspected violation of law; or

(ii)is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. The Employee acknowledges that she has been further notified by the Company that, if she files a lawsuit for retaliation by an employer for reporting a suspected violation of law, then she may disclose the employer's trade secrets to her attorney and use the trade secret information in the court proceeding if: (A) she files any document containing the trade secret under seal; and (B) she does not disclose the trade secret, except pursuant to court order.

1.5.Whistleblower and other Laws Protecting Employees. The foregoing obligations of confidentiality set out in this Article 5 are subject to any applicable whistleblower laws, which protect Employee's right to provide information to governmental and regulatory authorities, including communications with the U.S. Securities and Exchange Commission about possible securities law violations. Notwithstanding any other provision in this Agreement, Employee is not required to seek the Company's permission or notify the Company of any communications made in compliance with applicable whistleblower laws, and the Company will not consider any such communications to violate this Agreement or any other agreement between Employer and the Company or any Company policy by which Employee is bound. Further, nothing in this Agreement is to be interpreted to interfere with the Employee's rights under any federal, state, or local constitution, statute, rule, or regulation to file or otherwise institute a complaint or charge of discrimination, retaliation, or other alleged violation of discrimination or other employment-related laws with any federal, state, or local government agency enforcing such laws, to participate in a proceeding with any such agency, or to cooperate with any such agency in its investigation of such complaint or charge.

ARTICLE 6 NON- SOLICITATION

1.1.Non-Solicitation. Employee agrees that during the period commencing on the date of this Agreement and ending twelve (12) months after the effective date of the termination of Employee' s employment irrespective of the time, manner, or cause of termination (the "Non- Solicitation Period"), Employee will not, either individually or in partnership or jointly with any other person, entity, or organization, as principal, agent, consultant, contractor, employer, employee directly or indirectly:

(a)solicit business from any customer, client or business relation of the Company Group, or prospective customer, client or business relation that the Company Group was actively soliciting, whether or not Employee had direct contact with such customer, client or business relation, for the benefit or on behalf of any person, firm or corporation operating a business which competes with the Company Group, or attempt to direct any such customer, client or business relation away from the Company Group or to discontinue or alter any one or more of their relationships with the Company Group; or

Exhibit 10.13

(b)hire or offer to hire or entice away or in any other manner persuade or attempt to persuade any officer, employee, consultant, independent contractor, agent, licensee, supplier, or

Exhibit 10.13

business relation of the Company Group to discontinue or alter any one of their relationships with the Company Group.

1.2.Remedies for Breach of Restrictive Covenants. Employee acknowledges that in connection with Employee's employment she will receive or will become eligible to receive substantial benefits and compensation. Employee acknowledges that Employee's employment by the Company and all compensation and benefits from such employment will be conferred by the Company upon Employee only because and on the condition of Employee's willingness to commit Employee's best efforts and loyalty to the Company Group, including protecting the Company Group's confidential information and abiding by the non-solicitation covenants contained in this Agreement. Employee understands that her obligations set out in Article 5 and this Article 6 will not unduly restrict or curtail Employee's legitimate efforts to earn a livelihood following any termination of her employment with the Company. Employee agrees that the restrictions contained in Article 5 and this Article 6 are reasonable and valid and all defenses to the strict enforcement of these restrictions by the Company are waived by Employee. Employee further acknowledges that a breach or threatened breach by Employee of any of the provisions contained in Article 5 or this Article 6 would cause the Company irreparable harm which could not be adequately compensated in damages alone. Employee further acknowledges that it is essential to the effective enforcement of this Agreement that, in addition to any other remedies to which the Company may be entitled at law or in equity or otherwise, the Company will be entitled to seek and obtain, in a summary manner, from any court having jurisdiction, interim, interlocutory, and permanent injunctive relief, specific performance and other equitable remedies, without bond or other security being required. In addition to any other remedies to which the Company may be entitled at law or in equity or otherwise, in the event of a breach of any of the covenants or other obligations contained in this Agreement, the Company will be entitled to an accounting and repayment of all profits, compensation, royalties, commissions, remuneration or benefits which Employee directly or indirectly, has realized or may realize relating to, arising out of, or in connection with any such breach. Should a court of competent jurisdiction declare any of the covenants set forth in Article 5 or this Article 6 unenforceable, the court shall be empowered to modify and reform, including “blue penciling”, such covenants to the extent necessary to be enforceable in the applicable jurisdiction and so as to provide relief reasonably necessary to protect the interests of the Company and Employee and to award injunctive relief, or damages, or both, to which the Company may be entitled. If any such restriction is held to be invalid, illegal, or unenforceable in any respect under any applicable law in any jurisdiction, then such invalidity, illegality, or unenforceability will not affect any other provision of this Agreement or any other jurisdiction, but such restriction will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable restriction had never been contained in this Agreement.

ARTICLE 7 GENERAL PROVISIONS

1.1.Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of Texas without giving effect to its conflicts of laws principles.

1.2.Assignability. This Agreement is personal to Employee and without the prior written consent of the Company shall not be assignable by Employee other than, with respect to benefits to be provided upon death of Employee, by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Employee's legal representatives and heirs. This Agreement shall also inure to the benefit of and be binding upon the Company and its successors and

Exhibit 10.13

assigns.

1.3.Withholding. The Company may withhold from any amounts payable under this Agreement such federal, state, or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

1.4.Entire Agreement; Amendment. This Agreement constitutes the entire agreement and understanding between Employee and the Company with respect to the subject matter hereof and, except as otherwise expressly provided herein, supersedes any prior agreements or understandings, whether written or oral, with respect to the subject matter hereof, including without limitation all consulting, employment, severance or change of control agreements previously entered into between Employee and the Company and the January 22, 2024 offer letter between the parties. Except as may be otherwise provided herein, this Agreement may not be amended or modified except by subsequent written agreement executed by both parties hereto.

1.5.Section 409A. This Agreement is intended to comply with Section 409A of the Internal Revenue Code (“Section 409A”) to the extent Section 409A is applicable to this Agreement. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted, operated, and administered by the Company in a manner consistent with such intention and to avoid the pre-distribution inclusion in income of amounts deferred under this Agreement and the imposition of any additional tax or interest with respect thereto. Notwithstanding any other provision of this Agreement to the contrary, to the extent that any payment under this Agreement constitutes "nonqualified deferred compensation" under Section 409A, the following shall apply to the extent Section 409A is applicable to such payment:

(a)Any amount payable that is triggered upon the Employee's termination of employment shall be paid only if such termination of employment constitutes a "separation from service" under Section 409A; and

(b)All expenses or other reimbursements paid pursuant to this Agreement that are taxable income to Employee shall be paid no later than the end of the calendar year next following the calendar year in which Employee incurs such expense. With regard to any provision herein that provides for reimbursement of costs and expenses or in - kind benefits, except as permitted by Section 409A, (a) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (b) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in - kind benefits to be provided, in any other taxable year; and (c) such payments shall be made on or before the last day of Employee' s taxable year following the taxable year in which the expense occurred. For purposes of Section 409A, Employee's right to receive installment payments of any severance amount, if applicable, shall be treated as a right to receive a series of separate and distinct payments.

In the event that Employee is deemed on the date of termination to be a "specified employee" as defined in Section 409A, then with regard to any payment or the provision of any benefit that is subject to Section 409A and is payable on account of a separation from service (as defined in Section 409A), such payment or benefit shall be delayed for until the earlier of (a) the first business day of the seventh calendar month following such termination of employment, or (b) Employee's death. Any payments delayed by reason of the prior sentence shall be paid in a single lump sum, without interest thereon, on the date indicated by the previous sentence and any remaining payments due under

Exhibit 10.13

Exhibit 10.13

this Agreement shall be paid as otherwise provided herein.

Notwithstanding the foregoing, the Company makes no representation to the Employee about the effect of Section 409A on the provisions of this Agreement or any other compensation arrangement of the Employee, and the Company will have no liability to the Employee in the event that the Employee becomes subject to taxation (including taxes, penalties, and interest) under Section 409A (other than any reporting and/or withholding obligations that the Company may have under applicable tax law) or in the event the Employee incurs other expenses on account of non-compliance or alleged non-compliance with Section 409A.

1.6.Independent Covenants. Each of the Employee's covenants set forth in Articles 5 and 6 will be construed as a covenant independent of any other covenant or provision of this Agreement or any other agreement between the parties hereto, and the existence of any claim or cause of action by the Employee against the Company, whether predicated on a covenant or provision of this Agreement or otherwise, will not constitute a defense to the enforcement by the Company of the Employee's covenants set forth in Articles 5 and 6.

1.7.Multiple Counterparts; PDF Signatures. This Agreement may be executed in multiple counterparts, each of which shall constitute an original, but all of which together shall constitute one Agreement. Each party hereto may execute this Agreement in Portable Document Format ("PDF") or similar format sent by electronic mail. In addition, PDF signatures of authorized signatories of any party hereto will be deemed to be original signatures and will be valid and binding, and delivery of a PDF signature by any party will constitute due execution and delivery of this Agreement.

1.8.Notices. Any notice provided for in this Agreement shall be deemed delivered upon deposit in the United States or Canadian mails, registered or certified mail, addressed to the party to whom directed at the addresses set forth below or at such other addresses as may be substituted therefor by notice given hereunder. Notice given by any other means must be in writing and shall be deemed delivered only upon actual receipt.

If to the Company:

c/o enCore Energy Corporation 101 N Shoreline Blvd, Suite 450 Corpus Christi, Texas 78401

Attention: Chief Executive Officer If to Employee:

Shona Wilson

1.9.Waiver. The waiver of any term or condition of this Agreement, or any breach thereof, shall not be deemed to constitute the waiver of the same or any other term or condition of this Agreement, or any breach thereof.

Exhibit 10.13

1.10.Severability. In the event any provision of this Agreement is found to be unenforceable or invalid, such provision shall be severable from this Agreement and shall not

Exhibit 10.13

affect the enforceability or validity of any other provision of this Agreement. If any provision of this Agreement is capable of two constructions, one of which would render the provision void and the other that would render the provision valid, then the provision shall have the construction that renders it valid.

1.11.Arbitration of Disputes. Except for disputes and controversies arising under Articles 5 or 6 or involving equitable or injunctive relief, any dispute or controversy arising under or in connection with this Agreement or any other agreement between the Employee and the Company Group, or the interpretation, breach, validity, enforcement, or termination thereof, the Employee's employment with the Company or the cessation thereof, the Employee's compensation, and all matters arising under any federal, state, or local constitution, statute, rule, or regulation, or principle of contract law or common law, including but not limited to any and all medical leave statutes, wage-payment statutes, minimum wage and overtime statutes, anti- employment discrimination and anti-retaliation statutes, whistleblower statutes, or labor laws, shall be conducted in accordance with the Federal Rules of Civil Procedure and Federal Rules of Evidence and, unless the parties mutually agree on an arbitrator, shall be arbitrated by striking from a list of seven (7) potential arbitrators provided by the Judicial Arbiter Group, which is based in Denver, Colorado. The Company and Employee will flip a coin to determine who will make the first strike. The parties will then alternate striking from the list until there is one arbitrator remaining, who will be the selected arbitrator. The arbitration will take place in Denver, Colorado, unless the parties agree at the time to a different location. Unless the parties otherwise agree and subject to the availability of the arbitrator, the arbitration will be heard within sixty (60) days following the appointment, and the decision of the arbitrator shall be binding on Employee and the Company and will not be subject to appeal. Judgment may be entered on the arbitrator's award in any court having jurisdiction. In any arbitration under this paragraph, the arbitrator shall have full authority to resolve all issues in dispute, including the arbitrator's own jurisdiction, whether any dispute must be arbitrated under this paragraph, whether this paragraph is void or voidable, and to award compensatory remedies and other remedies permitted by law. To the fullest extent allowed by applicable law, and except to the extent equitable relief only is being sought, the Employee and the Company each knowingly and voluntarily agree to waive their rights to a trial by jury and agree that neither of them will make a demand, request, or motion for a trial by jury or court with regard to any dispute between them that is covered by this arbitration provision.

Except as otherwise provided by the arbitrator in accordance with applicable law, (i) the parties to the arbitration shall be responsible for paying their own attorneys' fees and costs incurred in connection with any dispute between them (to the same extent as if the matter were being heard in court), and (ii) the party who initiates the arbitration will pay the applicable filing fee, and the Company and the Employee will share equally the other costs of the arbitration (e.g., the cost of the arbitrator and hearing room and other costs unique to the arbitration); provided that, in the event that one party substantially prevails in the arbitration (the "Prevailing Party"), then the arbitrator shall award the Prevailing Party, and shall require the non- Prevailing Party to pay, the reasonable attorneys' fees and costs incurred by the Prevailing Party in connection with such arbitration. Any dispute as to who is the Prevailing Party and/or over the reasonableness of any fees or costs will be resolved by the arbitrator. Notwithstanding the foregoing, nothing in this paragraph will affect the arbitrator's right to award fees and costs to any party in accordance with applicable statutory law or the Company's right to equitable relief under this Agreement, or require the arbitrator to award the Prevailing Party any fees or costs when doing so would violate the law.

Nothing in this Section 7.11 will be interpreted to limit any right that the Employee may have to file

Exhibit 10.13

administrative claims or charges with government agencies (such as the Equal Employment Opportunity Commission and the Department of Labor), to file an unfair labor practice charge with the National Labor Relations Board, or to apply for workers' compensation, short-term disability, or unemployment insurance benefits. This Section 7.11 is intended to be governed by the Federal Arbitration Act and, as a result, to the fullest extent allowed by the Federal Arbitration Act, state laws governing arbitration provisions that would otherwise apply to this Section 7.11 are preempted.

In the event that arbitration shall not apply due to legal bar by statute or unenforceability, Employee and the Company agree to waive trial by jury and have their disputes resolved by judge alone. Venue for such action shall be in Nueces County, Texas.

1.12.Currency. Except as expressly provided in this Agreement, all amounts in this Agreement are stated and shall be paid in United States dollars ($US).

1.13.Company's Maximum Obligations. The compensation set out in this Agreement represents the Company's maximum obligations, and other than as set out herein, Employee will not be entitled to any other compensation, rights, or benefits in connection with Employee's employment or the termination of Employee's employment.

1.14.Full Payment; No Mitigation Obligation. The Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall be subject to any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against Employee.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective

Date.

URI, Inc.:

Name: W. Paul Goranson

Title:    Chief Executive Officer Date: 1/26/2024

By: /s/ Shona Wilson

Name: Shona Wilson

Title:    Chief Financial Officer

Exhibit 10.13

Date:

1/26/2024

EXHIBIT A JOB DESCRIPTION

Employee will discharge the responsibilities and exercise the authority expected of a Chief Financial Officer of a public mining company. More specifically, in addition to exercising general control of and supervision over the Company Group’s affairs, the following are the responsibilities of the Chief Financial Officer:

Chief Financial Officer Job Responsibilities: Develops financial well-being of the organization by providing financial projections and accounting services, preparing growth plans, and directing staff.

•Executes and maintains all required official corporate financial filing documents, reports according to applicable laws and regulations.

•Preparing corporate financial documents and coordinating with corporate audits as required for compliance.

•Develops finance organizational strategies by contributing financial and accounting information, analysis, and recommendations to strategic thinking and direction and establishing functional objectives in line with organizational objectives.

•Establishes finance operational strategies by evaluating trends; establishing critical measurements; determining production, productivity, quality, and customer-service strategies; designing systems; accumulating resources; resolving problems; and implementing change.

•Develops organization prospects by studying economic trends and revenue opportunities; projecting acquisition and expansion prospects; analyzing organization operations; identifying opportunities for improvement, cost reduction, and systems enhancement; and accumulating capital to fund expansion.

•Develops financial strategies by forecasting capital, facilities, and staff requirements; identifying monetary resources; and developing action plans.

•Monitors financial performance by measuring and analyzing results, initiating corrective actions, and minimizing the impact of variances.

•Maximizes return on invested funds by identifying investment opportunities and maintaining relationships with the investment community.

•Reports financial status by developing forecasts, reporting results, analyzing variances, and developing improvements.

•Updates job knowledge by remaining aware of new regulations, participating in educational opportunities, reading professional publications, maintaining personal networks, and participating in professional organizations.

•Accomplishes finance and organization mission by completing related results as needed.

•Responsible for tracking cash flow and financial planning and analyzing the company's financial strengths and weaknesses and proposing strategic direction.

•Assist with financing and capital raising activities.

Employee shall report to the Chief Executive Officer and the Audit Committee of the Board of Directors of enCore. This position will be located in the Employee’s city of residence with some travel as required.

Performance measurement is to be based on Board-approved Performance Goals pursuant to guidance from the Compensation Committee.

Document

Exhibit 10.14

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT ("Agreement'") is effective as of the April 1st of 2024 (the "Effective Date"), by and between URI, Inc. a Delaware corporation ("URI" or the “Company"), a subsidiary of enCore Energy Corp. (“enCore”) and Peter J. Luthiger (the "Employee").

In consideration of the agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Employee hereby agree as follows:

ARTICLE 1 EMPLOYMENT, REPORTING AND DUTIES

1.1.Employment. The Company hereby employs and engages the services of Employee to serve as Chief Operating Officer, and Employee agrees to diligently and competently serve as and perform the functions of Chief Operating Officer for the compensation and benefits stated herein. A copy of Employee's current job description is attached hereto as Exhibit A, and Company and Employee agree and acknowledge that, subject to Section 4.2(b), Company retains the right to reasonably add to, or remove, duties and responsibilities set forth in that job description as business or other operating reasons may arise for changes to occur. It is understood that Employee will be appointed an officer of enCore during the Term of this Agreement.

1.2.Full-time Service. Excluding any periods of vacation and sick leave to which Employee may be entitled, Employee agrees to devote Employee' s full time and energies to his responsibilities with the Company. Employee shall not, during the Term of this Agreement, be engaged in any business activity that would interfere with or prevent Employee from carrying out Employee’s duties under this Agreement.

1.3.Location. The Employee will be required to work from the Company headquarters or other designated office with some travel required.

1.4.Fiduciary. The Employee is a fiduciary and will honor all of his fiduciary duties to the Company both during the Term and after ceasing to be an employee.

1.5.No Prior Restrictions. The Employee represents and warrants that his employment with the Company does not violate, or cause his to be in breach of, any obligation or covenant made to any former employer or other third party, and that during the course of his employment with the Company he will not take any action that would violate or breach any legal obligation that he may have to any former employer or other third party.

1.6.Annual Physical. The employee agrees to obtain an annual physical exam from a medical doctor licensed and in good standing in the United States.

ARTICLE 2 COMPENSATION AND RELATED ITEMS

1.1.Compensation. As compensation and consideration for the services to be rendered by Employee under this Agreement, during the Term the Company agrees to pay Employee and Employee agrees to accept:

Exhibit 10.14

Base Salary and Benefits. A base salary ("Base Salary") of $275,000 per annum, which shall be paid in accordance with the Company's standard payroll practice. Employee's Base Salary may be increased from time to time (but not decreased, including after any increase, without Employee's written consent), at the discretion of the Company, and after any such change, Employee's new level of Base Salary shall be Employee' s Base Salary for purposes of this Agreement until the effective date of any subsequent change. Employee shall also receive benefits such as health insurance, vacation, and other benefits consistent with the then applicable Company benefit plans to the same extent as other employees of the Company with similar position or level. Employee understands and agrees that, subject to Sections 2.l(b) and (c) below, Company's benefit plans may, from time to time, be modified or eliminated at Company's discretion.

(a)Cash Bonus. Employee is eligible for a cash bonus opportunity (the "Cash Bonus") during each calendar year with a target (the "Target Cash Bonus") equal to fifty percent (50%) (the "Target Cash Bonus Percentage'") of the Base Salary for the year for which the cash bonus is paid, such cash bonus to be paid in accordance with the determination of the Company’s Compensation Committee based on a number of agreed metrics, including: a.) Financial Condition of the Company; b.) Predetermined goals established between the Employee and the Company; and c.) Share price performance. In order to receive any Cash Bonus, the Employee must be employed by the Company at the time such Cash Bonus is to be paid. The Cash Bonus will be paid no later than March 15th of the year following the year for which the Cash Bonus is being paid. The Employee will also be able to participate in a Special Bonus Pool, established by the Company’s Compensation Committee with agreed metrics that will provide long term value and sustainable production for the Company.

(b)Stock Options: The Employee is entitled to participate in the enCore stock option plan (“SOP”). Annual and special grants are to be determined by the Board with guidance from the Compensation Committee. All grants are subject to the terms and conditions of the SOP.

1.1.Expenses. The Company agrees that Employee shall be allowed reasonable and necessary business expenses in connection with the performance of Employee's duties within the guidelines established by the Company as in effect at any time with respect to key employees ("Business Expenses"), including, but not limited to, reasonable and necessary expenses for food, travel, lodging, entertainment, and other items in the promotion of the Company within such guidelines. The Company shall promptly reimburse Employee for all reasonable Business Expenses incurred by Employee upon Employee's timely presentation to the Company of an itemized account thereof, together with receipts, vouchers, or other supporting documentation.

1.2.Vacation. Employee will be entitled to five weeks of vacation each year during the Term, in addition to the paid holidays each year stipulated as holidays by the state where the Employee resides. Carry over of unused vacation from one year to the next will be as per the Company's paid leave policy.

1.3.Use of Personally Owned Vehicle. Employee will be provided a vehicle allowance of $750.00 per month during the Term, less any applicable taxes, for the use of the Employee’s privately owned vehicle for routine business use and travel. If, during a single month, the cost of business use of the Employee’s privately owned vehicle exceeds the monthly allowance, based on documented mileage for business use considered at the standard IRS mileage rate, the Company will reimburse the Employee

Exhibit 10.14

for the business use of the vehicle in excess of the monthly allowance for the documented mileage at the standard IRS rate.

ARTICLE 3 TERMINATION

1.1.Term. Employee's employment under this Agreement shall commence on the Effective Date and will end on the date (the "Initial Expiration Date") that is the second anniversary of the Effective Date, unless extended under the terms of this Section; provided that the Employee’s employment may be terminated before the Initial Expiration Date or the end of any extended term under the provisions of this Article. If neither Company nor Employee provides written notice of intent not to renew this Agreement by ninety (90) days prior to the Initial Expiration Date, this Agreement shall be automatically renewed for twelve (12) additional months from the Initial Expiration Date, and if neither Company nor Employee provide written notice of intent not to renew this Agreement prior to ninety (90) days before the end of such additional 12-month period, this Agreement shall continue to be automatically renewed for successive additional 12-month periods from the anniversary date of the Effective Date until such time as either Company or Employee provides written notice of intent not to renew prior to ninety (90) days before the end of any such renewal period. The “Term” of this Agreement consists of the initial two years and each 12-month extension.

1.2.Termination of Employment. Except as may otherwise be provided herein, Employee's employment under this Agreement may terminate upon the occurrence of:

(a)Notice by Company. Thirty (30) days after written notice of termination is given by Company to the Employee;

(b)Notice by Employee. Thirty (30) days after written notice of termination is given by Employee to the Company;

(c)Death or Disability. Employee's death or, at the Company's option, upon Employee's becoming disabled, as defined herein;

(d)Deemed Termination Without Just Cause upon a Change of Control. Adeemed termination without just cause under Section 4.1(a) upon the occurrence of a Change of Control; or

(e)Notice Not to Renew. If the Company or Employee gives the other a notice not to renew this Agreement under Section 3.1, employment under this Agreement shall terminate at the close of business at the end of the Initial Expiration Date or at the end of the 12-month renewal period in which timely notice not to renew was given. A notice by the Company not to renew shall be considered a notice of termination, resulting in the Company terminating Employee's employment under this Agreement.

Any notice of termination given by the Company to Employee under Section 3.2(a) or (e) above shall specify whether such termination is with or without just cause as defined in Section 3.4. Any notice of

Exhibit 10.14

termination given by Employee to the Company under Section 3.2(b) above shall specify whether such termination is made with or without Good Reason as defined in Section 4.2(b).

In the event of any termination of the Employee's employment with the Company, regardless of reason or who initiates the termination, the Employee agrees that he will be deemed to have resigned, effective as of the date of the termination of his employment with the Company, from all officer, or other positions that he may hold within the Company Group (as defined below), or with any other entity to the extent that he is serving in such capacity for such other entity at the request of the Company Group. Consistent with paragraph (b) of this Section, the Employee agrees, to the extent requested by the Company Group, or any other entity, to execute and immediately submit a letter of resignation, or other documentation to that effect, to the Company Group or to such other entity, as applicable.

1.3.Obligations of the Company Upon Termination.

(a) With Just Cause/Without Good Reason. If the Company terminates Employee's employment under this Agreement with just cause as defined in Section 3.4, or if Employee terminates his employment without Good Reason as defined in Section 4.2 (b), in either case whether before or after a Change of Control as defined in Section 4.2(a), then Employee's employment with the Company shall terminate without further obligation by the Company to Employee, other than payment of all accrued obligations ("Accrued Obligations"), including outstanding Base Salary, accrued available unused vacation pay and any other cash benefits accrued up to and including the date of termination. Payment for Accrued Obligations shall be made in one lump sum, within ten (10) working days after the effective date of such termination. The Employee will also be entitled to exercise any rights with respect to stock options on termination of employment in accordance with the SOP and the terms and conditions of each grant.

(b) With Good Reason/Without Just Cause/Disabled/Death. If Employee terminates Employee's employment under this Agreement for Good Reason as defined in Section 4.2(b), or if the Company terminates Employee' s employment without just cause as defined in Section 3.4, or where the Company does not renew the Agreement as per section 3.2(e) of this Agreement, or if the Company terminates Employee's employment by reason of Employee becoming Disabled as defined in Section 3.5, or if Employee dies (in which case the date of Employee's death shall be considered his or her termination date), in any case whether before or after a Change of Control as defined in Section 4.2 (a), or if there is a deemed termination without just cause upon a Change of Control as contemplated by Section 4.1 (a), then Employee's employment with the Company shall terminate, as of the effective date of the termination, and in lieu of any other severance benefit that would otherwise be payable to Employee:

(i)For each applicable circumstance, the Company shall pay the following amounts to Employee (or, in the case of termination by reason of Employee becoming Disabled or upon the death of Employee, to Employee's legal representative or estate as applicable) after the effective date of such termination:

(A)all Accrued Obligations, less required tax withholding, up to and including the date of termination, to be paid on the date of termination of employment, or within no more than ten (10)working days thereafter, and the Company will reimburse the Employee for all proper Business Expenses incurred by the Employee in discharging his responsibilities to the Company

Exhibit 10.14

prior to the effective date of termination of the Employee's employment in accordance with Section 2.2 above; and

(B)in the event of a termination without just cause or a deemed termination without just cause upon a Change of Control, an amount in cash equal to two (2) (the "Severance Factor")times the sum of Employee's Base Salary and the full annual Target Cash Bonus for the calendar year in which the Date of Termination occurs, such amount to be paid within thirty (30) calendar days after the date Employee signs the Release contemplated by Section 3.7 and such Release becomes effective provided that, if the time period in which the Release must be executed and become effective spans two separate calendar years, then such amount shall not be paid prior to January 1 of the second of such calendar years;

(C)in the event of a termination by reason of a Disability, or where the Employee dies or where the Company does not renew the Agreement as per section 3.2(e) of this Agreement, an amount in cash equal to two (2) (the "Severance Factor") times the sum of Employee's Base Salary and the full annual Target Cash Bonus for the calendar year in which the Date of Termination occurs such amount to be paid within thirty (30) calendar days after the date Employee signs the Release contemplated by Section 3.7 and such Release becomes effective provided that, if the time period in which the Release must be executed and become effective spans two separate calendar years, then such amount shall not be paid prior to January 1 of the second of such calendar years.

(D)The Employee will also be entitled to exercise any rights with respect to stock options on termination of employment in accordance with the SOP and the terms and conditions of each grant.

(ii)Upon termination, and conditioned on the Employee signing the Release contemplated by Section 3.7 and such Release becoming effective, the Company or its Successor (as defined in Section 4.l(a)), agrees to pay Employee the full cost of his COBRA continuation rate charged by the Company for employee and, if applicable, dependent coverage, on a monthly basis, for a period of months equal to twelve times the applicable Severance Factor (the "Coverage Period"), beyond Employee's termination month, less any period covered by the Employee’s previous employer if applicable. Employee and if applicable his dependents may, at their choosing and if eligible, enroll in COBRA continuation under the group health insurance plans through the Company (generally for the first eighteen months following Employee's termination month) or, if they choose, they may enroll in a separate plan of their choosing, by using these payments to enroll in medical and prescription insurance of their choosing. Payment at the rate described herein will continue for the Coverage Period beyond Employee's termination month, whether or not Employee and his dependents remain eligible for and/or covered under COBRA until the earlier of (i) conclusion of the Coverage Period beyond Employee's termination month, (ii) the end of the month during which Employee and his dependents are no longer eligible for and/or covered under COBRA, or (iii) the end of the month in which Employee becomes covered by a

Exhibit 10.14

subsequent employer’s insurance. These payments will be to Employee directly and will be grossed up so that there is no negative tax impact to the Employee for the amount charged by the insurance carriers for the COBRA continuation coverage for the current month. The monthly payment amount for COBRA coverage will be indexed annually and will match the rate charged for any month of coverage available by the insurance carrier for Medical, Dental, and Optical coverage through enCore for employee and, if applicable, dependent coverage; and

(iii)Nothing herein shall preclude the Company from granting additional severance benefits to Employee upon termination of employment.

Notwithstanding the foregoing, in the case of Disability, any Base Salary payable to Employee during the one hundred and eighty (180) day period of disability set forth in Section 3.5 below will be limited to the amount payable without causing a reduction in the amount of any disability benefits Employee receives or is entitled to receive as a result of any disability insurance policies for which the Company has paid the premiums.

(c)Section 280G. Notwithstanding any other provisions of this Agreement, or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits provided or to be provided by the Company or its affiliates to Employee or for Employee's benefit pursuant to the terms of this Agreement or otherwise ("Covered Payments") constitute "parachute payments" within the meaning of Section 280G of the Code and would, but for this Section 3.3(c) be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the "Excise Tax"), then the following shall apply:

(i)If the Covered Payments, reduced by the sum of (l) the Excise Tax and

(2) the total of the Federal, state, and local income and employment taxes payable by Employee on the amount of the Covered Payments which are in excess of three times Employee's "base amount" within the meaning of Section 280(G) of the Code less one dollar (the "Threshold Amount"), are greater than or equal to the Threshold Amount,

Employee shall be entitled to the full benefits payable under this Agreement; and

(ii)If the Threshold Amount is less than (1) the Covered Payments, but greater than (2) the Covered Payments reduced by the sum of (x) the Excise Tax and (y) the total of the Federal, state, and local income and employment taxes on the amount of the Covered Payments which are in excess of the Threshold Amount, then the Covered Payments shall be reduced (but not below zero) to the extent necessary so that the sum of all Covered Payments shall not exceed the Threshold Amount. In such event, the Covered Payments shall be reduced in the following order: (A) cash payments not subject to Section 409A; (B) cash payments subject to Section 409A; (C) equity-based payments and acceleration; and (D) non-cash forms of benefits. To the extent any payment is to be made over time (e.g., in installments, etc.), then the payments shall be reduced in reverse chronological order.

(iii)For purposes of determining which of the alternative provisions of Section 3.3(c) shall apply, Employee shall be deemed to pay Federal income taxes at the highest marginal rate of Federal income taxation applicable to individuals for the

Exhibit 10.14

Exhibit 10.14

calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in the state and locality of Employee' s residence on the date of termination, net of the maximum reduction in Federal income taxes which could be obtained from deduction of such state and local taxes. Any determination by the Accounting Firm shall be binding upon the Company and Employee.

(iv)The determination as to which of the alternative provisions of Section 3.3(c)(ii) shall apply to Employee shall be made by a nationally recognized accounting firm selected by the Company (the "Accounting Firm"), which shall provide detailed supporting calculations both to the Company and Employee within 15 business days of the date of termination, if applicable, or at such earlier time as is reasonably requested by the Company or Employee.

1.4.Definition of Just Cause.

As used in this Agreement, the term "just cause" will mean any one or more of the following events:

(a)theft, fraud, dishonesty, or misappropriation by Employee involving the property, business or affairs of the Company or the discharge of Employee's responsibilities or the exercise of his authority;

(b)willful misconduct or the willful failure by Employee to properly discharge his responsibilities or to adhere to the policies of the Company;

(c)Employee's gross negligence in the discharge of his responsibilities or involving the property, business, or affairs of the Company to the material detriment of the Company;

(d)Employee's conviction of a criminal or other statutory offence that constitutes a felony or which has a potential sentence of imprisonment greater than six (6) months or Employee's conviction of a criminal or other statutory offence involving, in the sole discretion of the Board, moral turpitude;

(e)Employee's material breach of a fiduciary duty owed to the Company;

(f)any material breach by Employee of the covenants contained in Articles 5

or 6 below;

(g)Employee's unreasonable refusal to follow the lawful written direction of the Board or the Chair of the Board on any material matter;

(h)any conduct of Employee which, in the reasonable opinion of the Board, is materially detrimental or embarrassing to the Company; or

(i)any other conduct by Employee that would constitute "just cause" as that term is defined at law.

The Company must provide written notice to Employee prior to termination forjust cause pursuant

Exhibit 10.14

to Section 3.4 (c), (f), (g), (h), or (i) and where the conduct is reasonably capable of being cured provide Employee the opportunity to correct and cure the failure within thirty (30) days from the receipt of such notice. If the parties disagree as to whether the Company had just cause to terminate the Employee's employment, the dispute will be submitted to binding arbitration pursuant to Section 7.11 below.

1.5.Definition of Disabled. As used herein, "Disabled"' shall mean a mental or physical impairment which, in the reasonable opinion of a qualified doctor selected by mutual agreement of the Company and Employee acting reasonably, renders Employee unable, with reasonable accommodation, to perform with reasonable diligence the essential functions and duties of Employee on a full-time basis in accordance with the terms of this Agreement, which inability continues for a period of not less than 180 consecutive days. The providing of service to the Company for up to two (2) three (3) day periods during the one hundred and eighty (180) day period of disability will not affect the determination as to whether Employee is Disabled and will not restart the one hundred and eighty (180) day period of disability. If any dispute arises between the parties as to whether Employee is Disabled, Employee will submit to an examination by a physician selected by the mutual agreement of the Company and Employee acting reasonably, at the Company's expense. The decision of the physician will be certified in writing to the Company, and will also be sent by the physician to Employee or Employee' s legally authorized representative and will be conclusive for the purposes of determining whether Employee is Disabled. If Employee fails to submit to a medical examination within twenty (20) days after the Company's request, Employee will be deemed to have voluntarily terminated his or her employment.

1.6.Return of Materials: Confidential Information. In connection with Employee's separation from employment for any reason or at any time upon request by the Company, Employee shall return any and all physical property belonging to the Company, and all material or records of whatever type containing "Confidential Information" as defined in Section 5.2 below, including, but not limited to, any and all documents, whether in paper or electronic form, which contain Confidential Information, any customer information, production information, manufacturing-related information, pricing information, files, memoranda, reports, pass codes/access cards, training or other reference manuals, Company vehicle, telephone, gas cards or other Company credit cards, keys, computers, laptops, including any computer disks, software, facsimile machines, memory devices, printers, telephones, pagers, or the like.

1.7.Delivery of Release. Within ten (10) working days after termination of Employee's employment, and as a condition for receipt of payments set forth in Section 3.3(b)(i)(B), 3.3(b)(i)(C), 3.3(b)(iii), and 4.1 (a), the Company shall provide to Employee, or Employee's legal representative, for signature a form of written release, which form shall be satisfactory to the Company and generally consistent with the form of release used by the Company prior to such termination of employment (the "Release") and which shall provide a full release of all claims against the Company, enCore and its corporate affiliates and related individuals and entities, except for claims pursuant to any directors and officers liability insurance applicable to the Employee that may have been purchased by the Company and except where Employee has been named as a defendant in a legal action arising out of the performance of Employee's responsibilities in which case the Release will exempt any claims which Employee or his or her legal representative or estate may have for indemnity by the Company with respect to any such legal action. As a condition to the obligation of the Company to make the payments provided for in such Sections. Employee, or Employee's legal representative, shall execute and deliver the Release to the Company and such Release must become effective within the time periods provided for in said Release which time period will not exceed 60 days.

Exhibit 10.14

ARTICLE 4 CHANGE OF CONTROL

1.1.Effect of Change of Control. ln the event of a Change of Control of enCore during the Term the following provisions shall apply:

(a)If upon the Change of Control

(i)Employee is not retained by the Company or its successor (whether direct or indirect, by purchase of assets, merger, consolidation, exchange of securities, amalgamation, arrangement or otherwise) to all or substantially all of the business and/or assets of enCore ("Successor") on substantially the same terms and conditions as set out in this Agreement and in circumstances that would not constitute Good Reason (where Good Reason is determined by reference to Employee's employment status prior to the Change of Control and prior to any other event that could constitute Good Reason); and/or

(ii)any such Successor does not, by agreement in form and substance satisfactory to Employee, expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place,

then Employee’s employment shall terminate and be deemed to be terminated without just cause upon such Change of Control and Employee shall be entitled to the compensation and all other rights specified in Article 3 in the same amount and on the same terms as if terminated without just cause as set out therein, subject to the additional rights set out in paragraph (d) below;

(b)All rights of Employee in this Agreement, including without limitation all rights to severance and other rights upon a termination with or without just cause, with or without Good Reason, upon a disability or upon death under Article 3 of this Agreement shall continue after a Change of Control in the same manner as before the Change of Control, subject to the additional rights set out in paragraph (d) below;

(c)For clarity, if there is a Change of Control and the employment of the Employee is continued by the Company or its Successor on substantially the same terms and conditions then the Employee will not be entitled to any compensation under Article 3 of this Agreement; and

(d)If,

(i)there is a deemed termination without just cause under Section 4.1(a); or

(ii)within twelve (12) months following the effective date of the Change of Control, enCore, or its Successor, terminates the employment of Employee without just cause or by reason of Disability, or Employee terminates his employment under this Agreement for Good Reason,

then, in addition to the other rights Employee has under this Agreement, and notwithstanding any other provision in this Agreement, but subject to the terms of

Exhibit 10.14

the SOP and each grant, all of the stock options previously granted to Employee that have neither vested nor expired will automatically vest and

Exhibit 10.14

become immediately exercisable. Employee will have ninety (90) days from the effective date of the termination of Employee's employment to exercise any stock options which had vested as of the effective date of termination and thereafter Employee's stock options will expire and Employee will have no further right to exercise the stock options.

1.2.Definitions of Change of Control and Good Reason.    For    the    purposes    of    this Agreement,

(a)"Change of Control" will mean the happening of any of the following: any transaction at any time and by whatever means pursuant to which (A.) enCore goes out of existence by any means, except for any corporate transaction or reorganization in which the proportionate voting power among holders of securities of the entity resulting from such corporate transaction or reorganization is substantially the same as the proportionate voting power of such holders of enCore voting securities immediately prior to such corporate transaction or reorganization, (B.) any Person (as defined in the Securities Act (Ontario)) or any group of two or more Persons acting jointly or in concert (other than enCore, a wholly owned Subsidiary of enCore, an employee benefit plan of the enCore or of any of its wholly- owned Subsidiaries (as defined in the Securities Act (Ontario)), including the trustee of any such plan acting as trustee) hereafter acquires the direct or indirect "beneficial ownership" (as defined by the Business Corporations Act (Ontario)) of, or acquires the right to exercise control or direction over, securities of enCore representing 50% or more of the enCore’s then issued and outstanding securities in any manner whatsoever, including, without limitation, as a result of a take-over bid, an exchange of securities, an amalgamation of enCore with any other entity, an arrangement, a capital reorganization or any other business combination or reorganization, or (C) the sale, assignment or other transfer of all or substantially all of the assets of enCore in one or a series of transactions, whether or not related, to a Person or any group of two or more Persons acting jointly or in concert, other than a wholly- owned Subsidiary of enCore, and for greater certainty includes;

(i)the dissolution or liquidation of enCore except in connection with the distribution of assets of enCore to one or more Persons which were wholly owned Subsidiaries of enCore immediately prior to such event;

(ii)the occurrence of a transaction requiring approval of the enCore ’s shareholders whereby enCore is acquired through consolidation, merger, exchange of securities, purchase of assets, amalgamation, arrangement or otherwise by any other Person (other than a short form amalgamation or exchange of securities with a wholly-owned Subsidiary of enCore);

(iii)a majority of the members of the Board are replaced or changed as a result of or in connection with any: (A) takeover bid, consolidation, merger, exchange of securities, amalgamation, arrangement, capital reorganization or any other business combination or reorganization involving or relating to enCore; (B) sale, assignment or other transfer of all or substantially all of the assets of enCore in one or a series of transactions, or any purchase of assets; or (C) dissolution or liquidation of enCore;

(iv)during any two-year period, a majority of the members of the Board serving at the date of this Agreement is replaced by directors who are not

Exhibit 10.14

nominated and approved by the Board;

(v)an event set forth in (i), (ii), (iii), or (iv) has occurred with respect to enCore or any of its direct or indirect parent companies, in which case the term "enCore" in those paragraphs will be read to mean "the Company or such parent company" and the phrase "wholly-owned Subsidiary(ies)" will be read to mean " Affiliate(s) or wholly-owned Subsidiary(ies)"; or

(vi)the Board passes a resolution to the effect that, an event set forth in (i), (ii), (iii), (iv), or (v) above has occurred.

(b)"Good Reason" means, without the written agreement of Employee, there is:

(i)a material reduction or diminution in the level of responsibility, or office of Employee;

(ii)a reduction in the Employee's Base Salary or Target Cash Bonus Percentage; or

(iii)after a Change of Control, a proposed, forced relocation of Employee to another geographic location greater than fifty (50) miles from Employee's office location at the time a move is requested after a Change of Control, provided that before any event set out in Section 4.2(b)(i),(ii) or (iii) may be relied upon by the Employee, the Employee must have provided written notice to the Board and have given the Company at least thirty (30) calendar days within which to cure the alleged event.

ARTICLE 5 CONFIDENTIALITY

1.1.Position of Trust and Confidence. Employee acknowledges that in the course of discharging his responsibilities, he will occupy a position of trust and confidence with respect to the affairs and business of the enCore and its subsidiaries and other affiliates (collectively the Company Group”) and each of their customers and clients, and that he will have access to and be entrusted with detailed confidential information concerning the present and contemplated mining and exploration projects, prospects, and opportunities of the Company Group. Employee acknowledges that the disclosure of any such confidential information to the competitors of the Company Group or to the general public would be highly detrimental to the best interests of the Company Group. Employee further acknowledges and agrees that the right to maintain such detailed confidential information constitutes a proprietary right which the Company Group is entitled to protect. The Employee acknowledges that the provisions of this Article 5 and Article 6 below are intended to, among other things, protect such proprietary right.

1.2.Definition of Confidential Information. In this Agreement, "Confidential Information" means any information disclosed by or on behalf of the Company Group to Employee or developed by Employee in the performance of his or her responsibilities at any time before or after the execution of this Agreement, and includes any information, documents, or other materials (including, without limitation, any drawings, notes, data, reports, photographs, audio and/or video recordings, samples and the like) relating to the business or affairs of the Company

Exhibit 10.14

Group or any of their respective customers, clients or suppliers that is confidential or proprietary, whether or not such information:

(i)is reduced to writing;

(ii)was created or originated by an employee; or

(iii)is designated or marked as "Confidential" or "Proprietary" or some other designation or marking.

The Confidential Information includes, but is not limited to, the following categories of information relating to the Company Group:

(a)information concerning the present and contemplated mining, milling, processing and exploration projects, prospects, and opportunities, including joint venture projects;

(b)information concerning the application for permitting and eventual development or construction of properties, the status of regulatory and environmental matters, the compliance status with respect to licenses, permits, laws and regulations, property and title matters and legal and litigation matters;

(c)information of a technical nature such as ideas, discoveries, inventions, improvements, trade secrets, now-how, manufacturing processes, specifications, writings, and other works of authorship;

(d)Financial and business information such as business and strategic plans, earnings, assets, debts, prices, pricing structure, volume of purchases or sales, production, revenue and expense projections, historical Financial statements, Financial projections and budgets, historical and projected sales, capital spending budgets and plans, or other financial data whether related to business generally, or to particular products, services, geographic areas, or time periods;

(e)supply and service information such as goods and services suppliers' names or addresses, terms of supply or service contracts of particular transactions, or related information about potential suppliers to the extent that such information is not generally known to the public, and to the extent that the combination of supplier or use of a particular supplier, although generally known or available, yields advantages, the details of which are not generally known;

(f)marketing information, such as details about ongoing or proposed marketing programs or agreements, sales forecasts or results of marketing efforts or information about impending transactions;

(g)personnel information relating to employees, contractors, or agents, such as personal histories, compensation or other terms of employment or engagement, actual or proposed promotions, hiring, resignations, disciplinary actions, terminations, or reasons therefor, training methods, performance, or other employee information;

(h)customer information, such as any compilation of past, existing, or prospective customer's names, addresses, backgrounds, requirements, records of purchases and prices, proposals or agreements with customers, status of customer accounts or credit, or related information about actual or prospective customers;

Exhibit 10.14

(i)computer software of any type or form and in any stage of actual or anticipated development, including but not limited to, programs and program modules, routines and subroutines, procedures, algorithms, design concepts, design specifications (design notes, annotations, documentation, flow charts, coding sheets, and the like), source codes, object code and load modules, programming, program patches and system designs;

(j)all non-public information regarding the Company or its customers which becomes known to Employee as a result of Employee's employment by the Company; and

(k)all information which becomes known to Employee as a result of Employee's employment by the Company, which Employee acting reasonably, believes or ought to believe is confidential or proprietary information from its nature and from the circumstances surrounding its disclosure to Employee.

Despite the foregoing, Confidential Information does not include information which the Employee can prove is information that was in the public domain at the date of disclosure to the Employee, or thereafter entered the public domain through no fault of the Employee or any other breach of confidentiality (but only after it has entered the public domain) provided that any combination of information that is Confidential Information will not be included within the exception merely because individual parts of the information were within the public domain unless the whole of the combination itself was in the public domain.

1.3.Non-Disclosure. Employee, both during his employment and for a period of five

(5)years after the termination of his employment irrespective of the time, manner, or cause of termination, will:

(a)retain in confidence all of the Confidential Information;

(b)refrain from disclosing to any person including, but not limited to, customers and suppliers of the Company Group, any of the Confidential Information except for the

purpose of carrying out Employee's responsibilities with the Company, and

(c)refrain from directly or indirectly using or attempting to use such Confidential Information in any way, except for the purpose of carrying out Employee's responsibilities with the Company.

Employee shall deliver promptly to the Company, at the termination of Employee's employment, or at any other time at the Company's request. without retaining any copies, all documents and other material in Employee's possession relating, directly or indirectly, to any Confidential Information.

It is understood that should Employee be subject to subpoena or other legal process to seek the disclosure of such Confidential Information, Employee will advise the Company of suchprocess and provide the Company with the necessary information, in each case to the extent he is legally permitted to do so, and reasonably cooperate with the Company in its efforts, to seek to protect the Confidential Information.

Exhibit 10.14

1.4.Defend Trade Secrets Act Notification. In accordance with the Defend Trade Secrets Act of 2016, the Employee acknowledges that he has been notified by the Company that he will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that:

(i)is made (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (y) solely for the purpose of reporting or investigating a suspected violation of law; or

(ii)is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. The Employee acknowledges that he has been further notified by the Company that, if he files a lawsuit for retaliation by an employer for reporting a suspected violation of law, then he may disclose the employer's trade secrets to his attorney and use the trade secret information in the court proceeding if: (A) he files any document containing the trade secret under seal; and (B) he does not disclose the trade secret, except pursuant to court order.

1.5.Whistleblower and other Laws Protecting Employees. The foregoing obligations of confidentiality set out in this Article 5 are subject to any applicable whistleblower laws, which protect Employee's right to provide information to governmental and regulatory authorities, including communications with the U.S. Securities and Exchange Commission about possible securities law violations. Notwithstanding any other provision in this Agreement, Employee is not required to seek the Company's permission or notify the Company of any communications made in compliance with applicable whistleblower laws, and the Company will not consider any such communications to violate this Agreement or any other agreement between Employer and the Company or any Company policy by which Employee is bound. Further, nothing in this Agreement is to be interpreted to interfere with the Employee's rights under any federal, state, or local constitution, statute, rule, or regulation to file or otherwise institute a complaint or charge of discrimination, retaliation, or other alleged violation of discrimination or other employment-related laws with any federal, state, or local government agency enforcing such laws, to participate in a proceeding with any such agency, or to cooperate with any such agency in its investigation of such complaint or charge.

ARTICLE 6 NON- SOLICITATION

1.1.Non-Solicitation. Employee agrees that during the period commencing on the date of this Agreement and ending twelve (12) months after the effective date of the termination of Employee' s employment irrespective of the time, manner, or cause of termination (the "Non- Solicitation Period"), Employee will not, either individually or in partnership or jointly with any other person, entity, or organization, as principal, agent, consultant, contractor, employer, employee directly or indirectly:

(a)solicit business from any customer, client or business relation of the Company Group, or prospective customer, client or business relation that the Company Group was actively soliciting, whether or not Employee had direct contact with such customer, client or business relation, for the benefit or on behalf of any person, firm or corporation operating a business which competes with the Company Group, or attempt to direct any such customer, client or business relation away from the Company Group or to discontinue or alter any one or more of their relationships with the Company Group; or

(b)hire or offer to hire or entice away or in any other manner persuade or attempt to persuade any officer, employee, consultant, independent contractor, agent, licensee, supplier, or

Exhibit 10.14

Exhibit 10.14

business relation of the Company Group to discontinue or alter any one of their relationships with the Company Group.

1.2.Remedies for Breach of Restrictive Covenants. Employee acknowledges that in connection with Employee's employment he will receive or will become eligible to receive substantial benefits and compensation. Employee acknowledges that Employee's employment by the Company and all compensation and benefits from such employment will be conferred by the Company upon Employee only because and on the condition of Employee's willingness to commit Employee's best efforts and loyalty to the Company Group, including protecting the Company Group's confidential information and abiding by the non-solicitation covenants contained in this Agreement. Employee understands that his obligations set out in Article 5 and this Article 6 will not unduly restrict or curtail Employee's legitimate efforts to earn a livelihood following any termination of his employment with the Company. Employee agrees that the restrictions contained in Article 5 and this Article 6 are reasonable and valid and all defenses to the strict enforcement of these restrictions by the Company are waived by Employee. Employee further acknowledges that a breach or threatened breach by Employee of any of the provisions contained in Article 5 or this Article 6 would cause the Company irreparable harm which could not be adequately compensated in damages alone. Employee further acknowledges that it is essential to the effective enforcement of this Agreement that, in addition to any other remedies to which the Company may be entitled at law or in equity or otherwise, the Company will be entitled to seek and obtain, in a summary manner, from any court having jurisdiction, interim, interlocutory, and permanent injunctive relief, specific performance and other equitable remedies, without bond or other security being required. In addition to any other remedies to which the Company may be entitled at law or in equity or otherwise, in the event of a breach of any of the covenants or other obligations contained in this Agreement, the Company will be entitled to an accounting and repayment of all profits, compensation, royalties, commissions, remuneration or benefits which Employee directly or indirectly, has realized or may realize relating to, arising out of, or in connection with any such breach. Should a court of competent jurisdiction declare any of the covenants set forth in Article 5 or this Article 6 unenforceable, the court shall be empowered to modify and reform, including “blue penciling”, such covenants to the extent necessary to be enforceable in the applicable jurisdiction and so as to provide relief reasonably necessary to protect the interests of the Company and Employee and to award injunctive relief, or damages, or both, to which the Company may be entitled. If any such restriction is held to be invalid, illegal, or unenforceable in any respect under any applicable law in any jurisdiction, then such invalidity, illegality, or unenforceability will not affect any other provision of this Agreement or any other jurisdiction, but such restriction will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable restriction had never been contained in this Agreement.

ARTICLE 7 GENERAL PROVISIONS

1.1.Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of Texas without giving effect to its conflicts of laws principles.

1.2.Assignability. This Agreement is personal to Employee and without the prior written consent of the Company shall not be assignable by Employee other than, with respect to benefits to be provided upon death of Employee, by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Employee's legal representatives and heirs. This Agreement shall also inure to the benefit of and be binding upon the Company and its successors and

Exhibit 10.14

assigns.

1.3.Withholding. The Company may withhold from any amounts payable under this Agreement such federal, state, or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

1.4.Entire Agreement; Amendment. This Agreement constitutes the entire agreement and understanding between Employee and the Company with respect to the subject matter hereof and, except as otherwise expressly provided herein, supersedes any prior agreements or understandings, whether written or oral, with respect to the subject matter hereof, including without limitation all consulting, employment, severance or change of control agreements previously entered into between Employee and the Company and the January 22, 2024 offer letter between the parties. Except as may be otherwise provided herein, this Agreement may not be amended or modified except by subsequent written agreement executed by both parties hereto.

1.5.Section 409A. This Agreement is intended to comply with Section 409A of the Internal Revenue Code (“Section 409A”) to the extent Section 409A is applicable to this Agreement. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted, operated, and administered by the Company in a manner consistent with such intention and to avoid the pre-distribution inclusion in income of amounts deferred under this Agreement and the imposition of any additional tax or interest with respect thereto. Notwithstanding any other provision of this Agreement to the contrary, to the extent that any payment under this Agreement constitutes "nonqualified deferred compensation" under Section 409A, the following shall apply to the extent Section 409A is applicable to such payment:

(a)Any amount payable that is triggered upon the Employee's termination of employment shall be paid only if such termination of employment constitutes a "separation from service" under Section 409A; and

(b)All expenses or other reimbursements paid pursuant to this Agreement that are taxable income to Employee shall be paid no later than the end of the calendar year next following the calendar year in which Employee incurs such expense. With regard to any provision herein that provides for reimbursement of costs and expenses or in - kind benefits, except as permitted by Section 409A, (a) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (b) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in - kind benefits to be provided, in any other taxable year; and (c) such payments shall be made on or before the last day of Employee' s taxable year following the taxable year in which the expense occurred. For purposes of Section 409A, Employee's right to receive installment payments of any severance amount, if applicable, shall be treated as a right to receive a series of separate and distinct payments.

In the event that Employee is deemed on the date of termination to be a "specified employee" as defined in Section 409A, then with regard to any payment or the provision of any benefit that is subject to Section 409A and is payable on account of a separation from service (as defined in Section 409A), such payment or benefit shall be delayed for until the earlier of (a) the first business day of the seventh calendar month following such termination of employment, or (b) Employee's death. Any payments delayed by reason of the prior sentence shall be paid in a single lump sum, without interest thereon, on the date indicated by the previous sentence and any remaining payments due under

Exhibit 10.14

Exhibit 10.14

this Agreement shall be paid as otherwise provided herein.

Notwithstanding the foregoing, the Company makes no representation to the Employee about the effect of Section 409A on the provisions of this Agreement or any other compensation arrangement of the Employee, and the Company will have no liability to the Employee in the event that the Employee becomes subject to taxation (including taxes, penalties, and interest) under Section 409A (other than any reporting and/or withholding obligations that the Company may have under applicable tax law) or in the event the Employee incurs other expenses on account of non-compliance or alleged non-compliance with Section 409A.

1.6.Independent Covenants. Each of the Employee's covenants set forth in Articles 5 and 6 will be construed as a covenant independent of any other covenant or provision of this Agreement or any other agreement between the parties hereto, and the existence of any claim or cause of action by the Employee against the Company, whether predicated on a covenant or provision of this Agreement or otherwise, will not constitute a defense to the enforcement by the Company of the Employee's covenants set forth in Articles 5 and 6.

1.7.Multiple Counterparts; PDF Signatures. This Agreement may be executed in multiple counterparts, each of which shall constitute an original, but all of which together shall constitute one Agreement. Each party hereto may execute this Agreement in Portable Document Format ("PDF") or similar format sent by electronic mail. In addition, PDF signatures of authorized signatories of any party hereto will be deemed to be original signatures and will be valid and binding, and delivery of a PDF signature by any party will constitute due execution and delivery of this Agreement.

1.8.Notices. Any notice provided for in this Agreement shall be deemed delivered upon deposit in the United States or Canadian mails, registered or certified mail, addressed to the party to whom directed at the addresses set forth below or at such other addresses as may be substituted therefor by notice given hereunder. Notice given by any other means must be in writing and shall be deemed delivered only upon actual receipt.

If to the Company:

c/o enCore Energy Corporation 101 N Shoreline Blvd, Suite 560 Corpus Christi, Texas 78401

Attention: Chief Executive Officer If to Employee:

Peter Luthiger

1.9.Waiver. The waiver of any term or condition of this Agreement, or any breach thereof, shall not be deemed to constitute the waiver of the same or any other term or condition of this Agreement, or any breach thereof.

Exhibit 10.14

1.10.Severability. In the event any provision of this Agreement is found to be

Exhibit 10.14

unenforceable or invalid, such provision shall be severable from this Agreement and shall not affect the enforceability or validity of any other provision of this Agreement. If any provision of this Agreement is capable of two constructions, one of which would render the provision void and the other that would render the provision valid, then the provision shall have the construction that renders it valid.

1.11.Arbitration of Disputes. Except for disputes and controversies arising under Articles 5 or 6 or involving equitable or injunctive relief, any dispute or controversy arising under or in connection with this Agreement or any other agreement between the Employee and the Company Group, or the interpretation, breach, validity, enforcement, or termination thereof, the Employee's employment with the Company or the cessation thereof, the Employee's compensation, and all matters arising under any federal, state, or local constitution, statute, rule, or regulation, or principle of contract law or common law, including but not limited to any and all medical leave statutes, wage-payment statutes, minimum wage and overtime statutes, anti- employment discrimination and anti-retaliation statutes, whistleblower statutes, or labor laws, shall be conducted in accordance with the Federal Rules of Civil Procedure and Federal Rules of Evidence and, unless the parties mutually agree on an arbitrator, shall be arbitrated by striking from a list of seven (7) potential arbitrators provided by the Judicial Arbiter Group, which is based in Denver, Colorado. The Company and Employee will flip a coin to determine who will make the first strike. The parties will then alternate striking from the list until there is one arbitrator remaining, who will be the selected arbitrator. The arbitration will take place in Denver, Colorado, unless the parties agree at the time to a different location. Unless the parties otherwise agree and subject to the availability of the arbitrator, the arbitration will be heard within sixty (60) days following the appointment, and the decision of the arbitrator shall be binding on Employee and the Company and will not be subject to appeal. Judgment may be entered on the arbitrator's award in any court having jurisdiction. In any arbitration under this paragraph, the arbitrator shall have full authority to resolve all issues in dispute, including the arbitrator's own jurisdiction, whether any dispute must be arbitrated under this paragraph, whether this paragraph is void or voidable, and to award compensatory remedies and other remedies permitted by law. To the fullest extent allowed by applicable law, and except to the extent equitable relief only is being sought, the Employee and the Company each knowingly and voluntarily agree to waive their rights to a trial by jury and agree that neither of them will make a demand, request, or motion for a trial by jury or court with regard to any dispute between them that is covered by this arbitration provision.

Except as otherwise provided by the arbitrator in accordance with applicable law, (i) the parties to the arbitration shall be responsible for paying their own attorneys' fees and costs incurred in connection with any dispute between them (to the same extent as if the matter were being heard in court), and (ii) the party who initiates the arbitration will pay the applicable filing fee, and the Company and the Employee will share equally the other costs of the arbitration (e.g., the cost of the arbitrator and hearing room and other costs unique to the arbitration); provided that, in the event that one party substantially prevails in the arbitration (the "Prevailing Party"), then the arbitrator shall award the Prevailing Party, and shall require the non- Prevailing Party to pay, the reasonable attorneys' fees and costs incurred by the Prevailing Party in connection with such arbitration. Any dispute as to who is the Prevailing Party and/or over the reasonableness of any fees or costs will be resolved by the arbitrator. Notwithstanding the foregoing, nothing in this paragraph will affect the arbitrator's right to award fees and costs to any party in accordance with applicable statutory law or the Company's right to equitable relief under this Agreement, or require the arbitrator to award the Prevailing Party any fees or costs when doing so would violate the law.

Exhibit 10.14

Nothing in this Section 7.11 will be interpreted to limit any right that the Employee may have to file administrative claims or charges with government agencies (such as the Equal Employment Opportunity Commission and the Department of Labor), to file an unfair labor practice charge with the National Labor Relations Board, or to apply for workers' compensation, short-term disability, or unemployment insurance benefits. This Section 7.11 is intended to be governed by the Federal Arbitration Act and, as a result, to the fullest extent allowed by the Federal Arbitration Act, state laws governing arbitration provisions that would otherwise apply to this Section 7.11 are preempted.

In the event that arbitration shall not apply due to legal bar by statute or unenforceability, Employee and the Company agree to waive trial by jury and have their disputes resolved by judge alone. Venue for such action shall be in Nueces County, Texas.

1.12.Currency. Except as expressly provided in this Agreement, all amounts in this Agreement are stated and shall be paid in United States dollars ($US).

1.13.Company's Maximum Obligations. The compensation set out in this Agreement represents the Company's maximum obligations, and other than as set out herein, Employee will not be entitled to any other compensation, rights, or benefits in connection with Employee's employment or the termination of Employee's employment.

1.14.Full Payment; No Mitigation Obligation. The Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall be subject to any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against Employee.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective

Date.

URI, Inc.:

Name: W. Paul Goranson

Title:    Chief Executive Officer Date: April 1, 2024

Name: Peter J. Luthiger

Title:    Chief Operating Officer

Exhibit 10.14

Date:    1 April 2024

Exhibit 10.14

EXHIBIT A JOB DESCRIPTION

Employee will discharge the responsibilities and exercise the authority expected of a Chief Operating Officer of a public mining company. More specifically, in addition to exercising general control of and supervision over the Company Group’s affairs, the following are the responsibilities of the Chief Operating Officer:

Working with and in accordance with directions from the Chief Executive Officer, the Chief Operating Officer’s essential duties and responsibilities include:

1)overseeing all of the Company’s operations, including standby, reclamation, capital, and production activities

2)maintaining a culture of safety as a top priority

3)ensuring that environmental stewardship is a key component of the Company’s operating philosophy

4)ensuring all direct reports are informed of operational objectives and goals

5)monitoring capital, production and operations costs against approved budgets

6)being responsible for overall costs within areas of accountability to ensure that they are within Board- approved budgets

7)ensuring production, when commenced, is sufficient to meet current and long-term contracts and published guidance

8)ensuring the Company’s operations are in full compliance with all permits and regulations

9)managing the Company’s regulatory affairs activities to assure that permits and licenses necessary to meet its corporate objectives remain in good standing.

10)setting operational and performance goals for each area that are aggressive, achievable and tied to the Company’s long term business plan

11)coordinating activities with other corporate positions by maintaining open and regular communication

12)ensuring employees are motivated, rewarded appropriately, and have potential for advancement

13)taking charge in high priority crises relating to operations

14)establishing a culture of best practices for all Company operations

Employee shall report to the Chief Executive Officer of the Company.

This position will be located in the Corpus Christi office with frequent travel as required.

Performance measurement is to be based on annual Board-approved Performance Goals pursuant to guidance from the Compensation Committee.

Document

Exhibit 10.15

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT ("Agreement"') is effective as of the 1st of April, 2023 (the "Effective Date"), by and between URI, Inc. ("URI" or the "Company"), a subsidiary of enCore Energy Corp. ("enCore") and William Paul Goranson (the "Employee").

In consideration of the agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Employee hereby agree as follows:

ARTICLE 1 EMPLOYMENT, REPORTING AND DUTIES

I. l. Employment. The Company hereby employs and engages the services of Employee to serve as Chief Executive Officer and Director of enCore, and Employee agrees to diligently and competently serve as and perform the functions of Chief Executive Officer and Director for the compensation and benefits stated herein. A copy of Employee's current job description is attached hereto as Exhibit A, and Company and Employee agree and acknowledge that, subject to Section 4.2(b), Company retains the right to reasonably add to, or remove, duties and responsibilities set forth in that job description as business or other operating reasons may arise for changes to occur. It is understood that Employee will be appointed an officer of enCore and Director of enCore during the Term of this Agreement.

Fulltime Service. Excluding any periods of vacation and sick leave to which Employee may be entitled, Employee agrees to devote Employee's full time and energies to his responsibilities with the Company and shall not, during the Term of this Agreement, be engaged in any business activity which would interfere with or prevent Employee from carrying out Employee's duties under this Agreement. The Company acknowledges that the Employee may continue to serve on the board of directors of the Brush Country Groundwater Conservation District. Other board appointments will be considered individually and with approval of the Board of Directors of enCore (the "Board").

l .3. Location. The Company has established its head office in Corpus Christi, Texas and, subject to business obligations, Employee will perform the bulk of his duties at this office.

1.4.Fiduciary. The Employee is a fiduciary and will honor all his fiduciary duties to the Company both during the Term and after ceasing to be an employee.

1.5.No Prior Restrictions. The Employee represents and warrants that his employment with the Company does not violate, or cause him to be in breach of, any obligation or covenant made to any former employer or other third party, and that during his employment with the Company he will not take any action that would violate or breach any legal obligation that he may have to any former employer or other third party.

J ,6.    Annual Physical. The employee agrees to obtain an annual physical exam from a medical doctor licensed and in good standing in the United States.

Exhibit 10.15

ARTICLE2 COMPENSATION AND RELATED ITEMS

1.1.Compensation. As compensation and consideration for the services to be rendered by Employee under this Agreement, during the Term the Company agrees to pay Employee and Employee agrees to accept:

(a)Base Salary and Benefits. Employee will be paid a base salary ("Base Salary") of $350,000 per annum, which shall be paid in accordance with the Company's standard payroll practice. Employee's Base Salary may be increased from time to time (but not decreased, including after any increase, without Employee's written consent), at the discretion of the Company, and after any such change, Employee's new level of Base Salary shall be Employee's Base Salary for purposes of this Agreement until the effective date of any subsequent change. Employee shall also receive benefits such as health insurance, vacation, and other benefits consistent with the then applicable Company benefit plans to the same extent as other employees of the Company with similar position or level. Employee understands and agrees that, subject to Sections 2.l(b) and (c) below, Company's benefit plans may, from time to time, be modified or eliminated at Company's discretion.

(b)Cash Bonus. A cash bonus opportunity (the "Cash Bonus") during each calendar year with a target (the "Target Cash Bonus") equal to sixty percent (60%) (the "Target Cash Bonus Percentage'") of the Base Salary for the year for which the cash bonus is paid, such cash bonus to be paid in accordance with the determination of the Company's Compensation Committee based. on a number of agreed metrics, including: a.) Financial Condition of the Company; b.) Predetermined goals established between the Employee and the Company; and c.) Share price performance. In order to receive any Cash Bonus, the Employee must be employed by the Company at the time such Cash Bonus is to be paid. The Cash Bonus will be paid no later than March 15th of the year following the year for which the Cash Bonus is being paid.

(c)Stock Options: The Employee is entitled to participate in the enCore stock option plan ("SOP"). Employee may receive annual and special grants to be determined by the Board with guidance from the Compensation Committee. All grants are subject to the terms and conditions of the SOP.

(d)Special Bonus: The Employee will receive a special, one-time bonus of up to $1,000,000 upon the successful acquisition of those certain uranium production facilities or assets ("Bonus Properties") discussed at the meeting of the enCore Board of Directors on August 10, 2023. For avoidance of doubt, Employee agrees that the written affirmation of the Corporate Secretary of enCore Energy Corp. as to which specific facilities or assets constitute the Bonus Properties shall be final and conclusive evidence of the same.

1.2.Expenses. The Company agrees that Employee shall be allowed reasonable and necessary business expenses in connection with the performance of Employee's duties within the guidelines established by the Company as in effect at any time with respect to key employees ("Business Expenses"), including, but not limited to, reasonable and necessary expenses for fooq, travel, lodging, entertainment, and other items in the promotion of the Company within such guidelines. The Company shall promptly reimburse Employee for all reasonable Business Expenses incurred by Employee upon Employee's presentation to the Company of an itemized account thereof, together with receipts, vouchers, or other supporting documentation.

1.3.Vacation. Employee will be entitled to four weeks of vacation each year during the Term, in addition to the paid holidays each year stipulated as holidays by the state where the Employee resides.

Exhibit 10.15

Carry over from one year to the next will be as per the Company's paid leave policy.

1.4.Use of Personally Owned Vehicle. Employee will be provided a vehicle allowance of $750.00 per month during the Term, less any applicable taxes, for the use of the Employee's privately owned vehicle for routine business use and travel. If, during a single month, the cost of business use of the Employee's privately owned vehicle exceeds the monthly allowance, based on documented mileage for business use considered at the standard IRS mileage rate, the Company will reimburse the Employee for the business use of the vehicle in excess of the monthly allowance for the documented mileage at the standard IRS rate.

ARTICLE3 TERMINATION

1.1.Term. Employee's employment under this Agreement shall commence on the Effective Date and will end on the date (the "Initial Expiration Date") that is the second anniversary of the Effective Date, unless extended under the terms of this Section; provided that the Employee's employment may be terminated before the Initial Expiration Date or the end of any extended term under the provisions of this Article. If neither Company nor Employee provides written notice of intent not to renew this Agreement by ninety (90) days prior to the Initial Expiration Date, this Agreement shall be automatically renewed for twelve (12) additional months from the second anniversary of the Effective Date, and if neither Company nor Employee provides written notice of intent not to renew this Agreement prior to ninety (90) days before the end of such additional 12- month period, this Agreement shall continue to be automatically renewed for successive additional 12- month periods from the anniversary date of the Effective Date until such time as either Company or Employee provides written notice of intent not to renew prior to ninety (90) days before the end of any such renewal period. The "Term" of this Agreement consists of the initial two years and each 12- month extension.

1.2.Termination of Employment.    Except as may otherwise be provided herein, Employee's employment under this Agreement may terminate upon the occurrence of:

(a)Notice by Company. The termination date specified in a written notice of termination that is given by the Company to Employee;

(b)Notice h Employee. Thirty (30) days after written notice of termination is given by Employee to the Company;

(c)Death or Disability. Employee's death or, at the Company's option, upon Employee's becoming disabled;

(d)Deemed Termination Without Just Cause upon a Change of Control. A deemed termination without just cause under Section 4.1(a) upon the occurrence of a Change of Control; or

(e)Notice Not to Renew. If the Company or Employee gives the other a notice not to renew this Agreement under Section 3.1, employment under this Agreement shall terminate at the close of business at the end of the Initial Expiration Date or at the end of the 12-month renewal period in which timely notice not to renew was given. A notice by the Company not to renew shall be considered a notice of termination, resulting in the Company terminating Employee's employment under this Agreement.

Any notice of termination given by the Company to Employee under Section 3.2(a) or (e) above

Exhibit 10.15

shall specify whether such termination is with or without just cause as defined in Section 3.4. Any notice of termination given by Employee to the Company under Section 3.2(b) above shall specify whether such termination is made with or without Good Reason as defined in Section 4.2(b).

In the event of any termination of the Employee's employment with the Company, regardless of reason or who initiates termination, the Employee agrees that he will be deemed to have resigned, effective as of the date of the termination of his employment with the Company, from all director, officer, or other positions that he may hold within the Company Group (as defined below), or with any other entity to the extent that he is serving in such capacity for such other entity at the request of the Company Group. Consistent with paragraph, the Employee agrees, to the extent requested by the Company Group, or any other entity, to execute and immediately submit a letter of resignation, or other documentation to that effect, to the Company Group or to such other entity, as applicable.

1.3.Obligations of the Company Upon Termination.

(a)With Just Cause/Without Good Reason. If the Company terminates Employee's employment under this Agreement with just cause as defined in Section 3.4, or if Employee terminates his employment without Good Reason as defined in Section 4.2 (b), in either case whether before or after a Change of Control as defined in Section 4.2(a), then Employee' s employment with the Company shall terminate without further obligation by the Company to Employee, other than payment of all accrued obligations ("Accrued Obligations"), including outstanding Base Salary, accrued vacation pay and any other cash benefits accrued up to and including the date of termination. Payment for Accrued Obligations shall be made in one lump sum, within twenty (20) working days after the effective date of such termination. The Employee will also be entitled to exercise any rights with respect to stock options on termination of employment in accordance with the SOP and the terms and conditions of each grant.

(b)With Good Reason/Without Just Cause/Disabled/Death. If Employee terminates Employee's employment under this Agreement for Good Reason as defined in Section 4.2(b), or if the Company terminates Employee' s employment without just cause as defined in Section 3.4, or where the Company does not renew the Agreement as per section 3.2(e) of this Agreement, or if the Company terminates Employee's employment by reason of Employee becoming Disabled as defined in Section 3.5, or if Employee dies (in which case the date of Employee's death shall be considered his or her termination date), in any case whether before or after a Change of Control as defined in Section 4.2 (a), or if there is a deemed termination without just cause upon a Change of Control as contemplated by Section 4.1 (a), then Employee's employment with the Company shall terminate, as of the effective date of the termination, and in lieu of any other severance benefit that would otherwise be payable to Employee:

(i)For each applicable circumstance, the Company shall pay the following amounts to Employee (or, in the case of termination by reason of Employee becoming Disabled or upon the death of Employee, to Employee's legal representative or estate as applicable) after the effective date of such termination:

all Accrued Obligations, less required tax withholding, up to and including the date of termination, to be paid on the date of termination of employment, or within no more than twenty (20) working days thereafter, and the Company will reimburse the Employee for all proper Business Expenses incurred by the Employee in discharging his responsibilities to the Company prior to the effective date of termination of the Employee's employment in accordance with Section 2.2 above; and

Exhibit 10.15

(B) in the event of a termination without just cause or a deemed termination without just cause upon a Change of Control, an amount in cash equal to two (2.0) (the "Severance Factor") times the sum of Employee's Base Salary and the full annual Target Cash Bonus for the calendar year in which the Date of Termination occurs, such amount to be paid within thirty (30) calendar days after the date Employee signs the Release contemplated by Section3.7 and such Release becomes effective provided that, if the time period in which the Release must be executed and become effective spans two separate calendar years, then such amount shall not be paid prior to January 1 of the second of such calendar years;

in the event of a termination by reason of a Disability, or if the Employee dies or if the Company does not renew the Agreement as per section 3.2(e) of this Agreement, an amount in cash equal to two (2.0) (the "Severance Factor") times the sum of Employee's Base Salary and the full annual Target Cash Bonus for the calendar year in which the Date of Termination occurs such amount to be paid within thirty (30) calendar days after the date Employee signs the Release contemplated by Section 3.7 and such Release becomes effective provided that, if the time period in which the Release must be executed and become effective spans two separate calendar years, then such amount shall not be paid prior to January 1 of the second of such calendar years.

(ii)The Employee will also be entitled to exercise any rights with respect to stock options on termination of employment in accordance with the SOP and the terms and conditions of each grant.

(iii)Upon termination, and conditioned on the Employee signing the Release contemplated by Section 3.7 and such Release becoming effective, the Company or its Successor (as defined in Section 4.l(a)), agrees to pay Employee the full cost of his COBRA continuation rate charged by the Company for employee and, if applicable, dependent coverage, on a monthly basis, for a period of months equal to twelve times the applicable Severance Factor (the "Coverage Period"), beyond Employee's termination month, less any period covered by the Employee's previous employer if applicable. Employee and if applicable his dependents may, at their choosing and if eligible, enroll in COBRA continuation under the group health insurance plan through the Company (generally for the first eighteen months following Employee's termination month) or, if they choose, they may enroll in a separate plan of their choosing, by using these payments to enroll in medical and prescription insurance of their choosing. Payment at the rate described herein will continue for the Coverage Period beyond Employee's termination month, whether Employee and his dependents remain eligible for and/or covered under COBRA during the entirety of that period. These payments will be to Employee directly and will be grossed up so that there is no negative tax impact to the Employee for the amount charged by the insurance carriers for the COBRA continuation coverage for the current month. The monthly payment amount for COBRA coverage will be indexed annually and will match the rate charged for any month of coverage available by the insurance carrier for Medical, Dental, and Optical coverage through enCore for employee and, if applicable, dependent coverage; and

(iv)Nothing herein shall preclude the Company from granting additional severance benefits to Employee upon termination of employment.

Exhibit 10.15

(v)Notwithstanding the foregoing, in the case of Disability, any Base Salary payable to Employee during the one hundred and eighty (180) day period of disability set forth in Section 3.5 below will be limited to the amount payable without causing a reduction in the amount of any disability benefits Employee receives or is entitled to receive as a result of any disability insurance policies for which the Company has paid the premiums.

(c)Section 280G. Notwithstanding any other provisions of this Agreement, or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits provided or to be provided by the Company or its affiliates to Employee or for Employee's benefit pursuant to the terms of this Agreement or otherwise ("Covered Payments") constitute "parachute payments" within the meaning of Section 280G of the Code and would, but for this Section 3.3(c) be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the "Excise Tax"), then the following shall apply:

(i)If the Covered Payments, reduced by the sum of (I) the Excise Tax and (2) the total of the Federal, state, and local income and employment taxes payable by Employee on the amount of the Covered Payments which are in excess of three times Employee's "base amount" within the meaning of Section 280(G) of the Code less one dollar (the "Threshold Amount"), are greater than or equal to the Threshold Amount,

Employee shall be entitled to the full benefits payable under this Agreement; and

(ii)If the Threshold Amount is less than (1) the Covered Payments, but greater than (2) the Covered Payments reduced by the sum of (x) the Excise Tax and (y) the total of the Federal, state, and local income and employment taxes on the amount of the Covered Payments which are in excess of the Threshold Amount, then the Covered Payments shall be reduced (but not below zero) to the extent necessary so that the sum of all Covered Payments shall not exceed the Threshold Amount. In such event, the Covered Payments shall be reduced in the following order: (A) cash payments not subject to Section 409A; (B) cash payments subject to Section 409A; (C) equity-based payments and acceleration; and (D) non-cash forms of benefits. To the extent any payment is to be made over time (e.g., in installments, etc.), then the payments shall be reduced in reverse chronological order.

(iii)For purposes of determining whether Section 3.3(c)(i) or 3.3(c)(ii) shall apply, Employee shall be deemed to pay Federal income taxes at the highest marginal rate of Federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in the state and locality of Employee' s residence on the date of termination, net of the maximum reduction in Federal income taxes which could be obtained from deduction of such state and local taxes. Any determination by the Accounting Fim1 shall be binding upon the Company and Employee.

(iv)The determination as to which of the alternative provisions of Section 3.3(c)(ii) shall apply to Employee shall be made by a nationally recognized accounting firm selected by the Company (the "Accounting Firm"), which shall provide detailed supporting calculations both to the Company and Employee within 15 business days of the date of termination, if applicable, or at such earlier time as is reasonably

Exhibit 10.15

requested by the Company or Employee.

1.4Definition of Just Cause. As used in this Agreement, the term "just cause" will mean any one or more of the following events:

(a)theft, fraud, dishonesty, or misappropriation by Employee involving the property, business or affairs of the Company or the discharge of Employee's responsibilities or the exercise of his authority;

(b)willful misconduct or the willful failure by Employee to properly discharge his responsibilities or to adhere to the policies of the Company;

(c)Employee's gross negligence in the discharge of his responsibilities or involving the property, business, or affairs of the Company to the material detriment of the Company;

(d)Employee's conviction of a criminal or other statutory offence that constitutes a felony or which has a potential sentence of imprisonment greater than six (6) months or Employee's conviction of a criminal or other statutory offence involving, in the sole discretion of the Board, moral turpitude;

(e)Employee's material breach of a fiduciary duty owed to the Company;

(f)any material breach by Employee of the covenants contained in Articles 5 or 6 below;

(g)Employee's unreasonable refusal to follow the lawful written direction of the Board or the Chair of the Board on any material matter;

(h)any conduct of Employee which, in the reasonable opinion of the Board, is materially detrimental or embarrassing to the Company; or

(i)any other conduct by Employee that would constitute "just cause" as that term is defined at law.

The Company must provide written notice to Employee prior to termination for just cause pursuant to Section 3.4 (c), (f), (g), (h), or (i) and where the conduct is reasonably capable of being cured provide Employee the opportunity to correct and cure the failure within thirty (30) days from the receipt of such notice. If the parties disagree as to whether the Company had just cause to terminate the Employee's employment, the dispute will be submitted to binding arbitration pursuant to Section 7.11 below.

1.5Definition of Disabled. As used herein, "Disabled"' shall mean a mental or physical impairment which, in the reasonable opinion of a qualified doctor selected by mutual agreement of the Company and Employee acting reasonably, renders Employee unable, with reasonable accommodation, to perform with reasonable diligence the essential functions and duties of Employee on a full-time basis in accordance with the terms of this Agreement, which inability continues for a period of not less than 180 consecutive days. The providing of service to the Company for up to two (2) three (3) day periods during the one hundred and eighty (180} day period of disability will not affect the determination as to whether Employee is Disabled and will not restart the one hundred and eighty (180) day period of disability. If any dispute arises between the parties as to whether Employee is Disabled, Employee will submit to an examination by a physician selected by the mutual agreement of the Company and Employee acting reasonably, at the Company's expense. The decision of the physician will be certified in writing to the Company,

Exhibit 10.15

and will also be sent by the physician to Employee or Employee' s legally authorized representative and will be conclusive for the purposes of determining whether Employee is Disabled. If Employee fails to submit to a medical examination within twenty (20) days after the Company's request, Employee will be deemed to have voluntarily terminated his or her employment.

1.6Return of Materials: Confidential Inforn1ation. In connection with Employee's separation from employment for any reason or at any time upon request by the Company, Employee shall return any and all physical property belonging to the Company, and all material or records of whatever type containing "Confidential Information" as defined in Section 5.2 below, including, but not limited to, any and all documents, whether in paper or electronic form, which contain Confidential Information, any customer information, production in formation, manufacturing-related information, pricing information, files, memoranda, reports, pass codes/access cards, training or other reference manuals, Company vehicle, telephone, gas cards or other Company credit cards, keys, computers, laptops, including any computer disks, software, facsimile machines, memory devices, printers, telephones, pagers, or the like.

1.7Delivery of Release. Within ten (10) working days after termination of Employee's employment, and as a condition for receipt of payments set forth in Section 3.3(b)(i)(B), 3.3(b)(i)(C), 3.3(b)(iii), and 4.1 (a), the Company shall provide to Employee, or Employee's legal representative, for signature a form of written release, which form shall be satisfactory to the Company and generally consistent with the form of release used by the Company prior to such termination of employment (the "Release") and which shall provide a full release of all claims against the Company, enCore and its corporate affiliates and related individuals, except for claims pursuant to any directors and officers liability insurance applicable to the Employee that may have been purchased by the Company and except where Employee has been named as a defendant in a legal action arising out of the performance of Employee's responsibilities in which case the Release will exempt any claims which Employee or his or her legal representative or estate may have for indemnity by the Company with respect to any such legal action. As a condition to the obligation of the Company to make the payments provided for in such Sections. Employee, or Employee's legal representative, shall execute and deliver the Release to the Company and such Release must become effective within the time periods provided for in said Release which time period will not exceed 60 days.

ARTICLE 4 CHANGE OF CONTROL

1.1.Effect of Change of Control. In the event of a Change of Control of enCore during the Term the following provisions shall apply:

(a)If upon the Change of Control

(i)Employee is not retained by the Company or its successor (whether direct or indirect, by purchase of assets, merger, consolidation, exchange of securities, amalgamation, arrangement or otherwise) to all or substantially all of the business and/or assets of enCore ("Successor") on substantially the same terms and conditions as set out in this Agreement and in circumstances that would not constitute Good Reason (where Good Reason is determined by reference to Employee's employment status prior to the Change of Control and prior to any other event that could constitute Good Reason); and/or

(ii)any such Successor does not, by agreement in form and substance satisfactory to Employee, expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such

Exhibit 10.15

succession had taken place,

then Employee's employment shall terminate and be deemed to be terminated without just cause upon such Change of Control and Employee shall be entitled to the compensation and all other rights specified in Article 3 in the same amount and on the same terms as if terminated without just cause as set out therein, subject to the additional rights set out in paragraph (d) below;

(b)All rights of Employee in this Agreement, including without limitation all rights to severance and other rights upon a termination with or without just cause, with or without Good Reason, upon a disability or upon death under Article 3 of this Agreement shall continue after a Change of Control in the same manner as before the Change of Control, subject to the additional rights set out in paragraph (d) below;

(c)For clarity, if there is a Change of Control and the employment of the Employee is continued by the Company or its Successor on substantially the same terms and conditions then the Employee will not be entitled to any compensation under Article 3 of this Agreement; and

(d)If,

(i)there is a deemed termination without just cause under Section 4.l(a); or

(ii)within twelve (12) months following the effective date of the Change of Control, enCore, or its Successor, terminates the employment of Employee without just cause or by reason of Disability, or Employee terminates his employment under this Agreement for Good Reason,

then, in addition to the other rights Employee has under this Agreement, and notwithstanding any other provision in this Agreement, but subject to the terms of the SOP and each grant, all of the stock options previously granted to Employee that have neither vested nor expired will automatically vest and become immediately exercisable. Employee will have ninety (90) days from the effective date of the termination of Employee's employment to exercise any stock options which had vested as of the effective date of termination and thereafter Employee's stock options will expire and Employee will have no further right to exercise the stock options.

Exhibit 10.15

1.2.Definitions of Change of Control and Good Reason. Agreement,

For the purposes of this

(a)"Change of Control" will mean the happening of any of the following: any transaction at any time and by whatever means pursuant to which (A.) enCore goes out of existence by any means, except for any corporate transaction or reorganization in which the proportionate voting power among holders of securities of the entity resulting from such corporate transaction or reorganization is substantially the same as the proportionate voting power of such holders of enCore voting securities immediately prior to such corporate transaction or reorganization, (B.) any Person (as defined in the Securities Act (Ontario)) or any group of two or more Persons acting jointly or in concert (other than enCore, a wholly-owned Subsidiary of enCore, an employee benefit plan of the enCore or of any of its wholly- owned Subsidiaries (as defined in the Securities Act (Ontario)), including the trustee of any such plan acting as trustee) hereafter acquires the direct or indirect "beneficial ownership" (as defined by the Business Corporations Act (Ontario)) of, or acquires the right to exercise control or direction over, securities of enCore representing 50% or more of the enCore's then issued and outstanding securities in any manner whatsoever, including, without limitation, as a result of a take-over bid, an exchange of securities, an amalgamation of enCore with any other entity, an arrangement, a capital reorganization or any other business combination or

Exhibit 10.15

reorganization, or (C) the sale, assignment or other transfer of all or substantially all of the assets of enCore in one or a series of transactions, whether or not related, to a Person or any group of two or more Persons acting jointly or in concert, other than a wholly-owned Subsidiary of enCore, and for greater certainty includes;

(i)the dissolution or liquidation of enCore except in connection with the distribution of assets of enCore to one or more Persons which were wholly owned Subsidiaries of enCore immediately prior to such event;

(ii)the occurrence of a transaction requiring approval of the enCore 's shareholders whereby enCore is acquired through consolidation, merger, exchange of securities, purchase of assets, amalgamation, arrangement or otherwise by any other Person (other than a short form amalgamation or exchange of securities with a wholly-owned Subsidiary of enCore);

(iii)a majority of the members of the Board are replaced or changed as a result of or in connection with any: (A) takeover bid, consolidation, merger, exchange of securities, amalgamation, arrangement, capital reorganization or any other business combination or reorganization involving or relating to enCore; (B) sale, assignment or other transfer of all or substantially all of the assets of enCore in one or a series of transactions, or any purchase of assets; or (C) dissolution or liquidation of enCore;

(iv)during any two-year period, a majority of the members of the Board serving at the date of this Agreement is replaced by directors who are not nominated and approved by the Board;

(v)an event set forth in (i), (ii), (iii), or (iv) has occurred with respect to enCore or any of its direct or indirect parent companies, in which case the term "enCore" in those paragraphs wpl be read to mean "the Company or such parent company" and the phrase "wholly-owned Subsidiary(ies)" will be read to mean "Affiliate(s) or wholly-owned Subsidiary(ies)"; or

(vi)the Board passes a resolution to the effect that, an event set forth in (i), (ii), (iii), (iv), or (v) above has occurred.

(b)"Good Reason" means, without the written agreement of Employee, there is:

a material reduction or diminution in the level of responsibility, or office of Employee;

(il)    a reduction in the Employee's Base Salary or Target Cash Bonus Percentage; or

after a Change of Control, a proposed, forced relocation of Employee to another geographic location greater than fifty (50) miles from Employee's office location at the time a move is requested after a Change of Control,

provided that before any event set out in Section 4.2(b)(i), (ii) or (iii) may be relied upon by the Employee, the Employee must have provided written notice to the Board and have given the Company at least thirty (30) calendar days within which to cure the alleged event.

Exhibit 10.15

ARTICLE 5 CONJ;'IDENTIALITY

Exhibit 10.15

1.1.Position of Trust and Confidence. Employee acknowledges that in the course of discharging his responsibilities, he or she will occupy a position of trust and confidence with respect to the affairs and business of the enCore and its subsidiaries and other affiliates (collectively the Company Group") and each of their customers and clients, and that he or she will have access to and be entrusted with detailed confidential information concerning the present and contemplated mining and exploration projects, prospects, and opportunities of the Company Group. Employee acknowledges that the disclosure of any such confidential information to the competitors of the Company Group or to the general public would be highly detrimental to the best interests of the Company Group. Employee further acknowledges and agrees that the right to maintain such detailed confidential information constitutes a proprietary right which the Company Group is entitled to protect. The Employee acknowledges that the provisions of this Article 5 and Article 6 below are intended to, among other things, protect such proprietary right.

1.2.Definition of Confidential Information. In this Agreement, "Confidential Information" means any information disclosed by or on behalf of the Company Group to Employee or developed by Employee in the performance of his or her responsibilities at any time before or after the execution of this Agreement, and includes any information, documents, or other materials (including, without limitation, any drawings, notes, data, reports, photographs, audio and/or video recordings, samples and the like) relating to the business or affairs of the Company Group or any of their respective customers, clients or suppliers that is confidential or proprietary, whether or not such information: (i)    is reduced to writing; (ii) was created or originated by an employee; or (iii) is designated or marked as "Confidential" or "Proprietary" or some other designation or marking.

The Confidential Information includes, but 1s not limited to, the following categories of information relating to the Company Group:

(a)information concerning the present and contemplated mining, milling, processing and exploration projects, prospects, and opportunities, including joint venture projects;

(b)information concerning the application for permitting and eventual development or construction of properties, the status of regulatory and environmental matters, the compliance status with respect to licenses, permits, laws and regulations, property and title matters and legal and litigation matters;

(c)information of a technical nature such as ideas, discoveries, inventions, improvements, trade secrets, now-how, manufacturing processes, specifications, writings, and other works of authorship;

(d)financial and business information such as business and strategic plans, earnings, assets, debts, prices, pricing structure, volume of purchases or sales, production, revenue and expense projections, historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, or other financial data whether related to business generally, or to particular products, services, geographic areas, or time periods;

(e)supply and service information such as goods and services suppliers' names or addresses, terms of supply or service contracts of particular transactions, or related information about potential suppliers to the extent that such information is not generally known to the public, and to the extent that the combination of supplier or use of a particular supplier, although generally known or available, yields advantages, the details of which are not generally known;

Exhibit 10.15

(f)marketing information, such as details about ongoing or proposed marketing programs or agreements, sales forecasts or results of marketing efforts or information about impending transactions;

(g)personnel information relating to employees, contractors, or agents, such as personal histories, compensation or other terms of employment or engagement, actual or proposed promotions, hiring, resignations, disciplinary actions, terminations, or reasons therefor, training methods, performance, or other employee information;

(h)customer information, such as any compilation of past, existing, or prospective customer's names, addresses, backgrounds, requirements, records of purchases and prices, proposals or agreements with customers, status of customer accounts or credit, or related information about actual or prospective customers;

(i)computer software of any type or form and in any stage of actual or anticipated development, including but not limited to, programs and program modules, routines and subroutines, procedures, algorithms, design concepts, design specifications (design notes, annotations, documentation, flow charts, coding sheets, and the like), source codes, object code and load modules, programming, program patches and system designs; and

G) all information which becomes known to Employee as a result of Employee's employment by the Company, which Employee acting reasonably, believes or ought to believe is confidential or proprietary information from its nature and from the circumstances surrounding its disclosure to Employee.

Despite the foregoing, Confidential Information does not include information which the Employee can prove is information that was in the public domain at the date of disclosure to the Employee, or thereafter entered the public domain through no fault of the Employee or any other breach of confidentiality (but only after it has entered the public domain) provided that any combination of information that is Confidential Information will not be included within the exception merely because individual parts of the information were within the public domain unless the whole of the combination itself was in the public domain.

1.3.Non-Disclosure. Employee, both during his employment and for a period of five

(5) years after the termination of his employment irrespective of the time, manner, or cause of termination, will:

(a)retain in confidence all of the Confidential Information;

(b)refrain from disclosing to any person including, but not limited to, customers and suppliers of the Company Group, any of the Confidential Information except for the purpose of carrying out Employee's responsibilities with the Company, and

(c)refrain from directly or indirectly using or attempting to use such Confidential Information in any way, except for the purpose of carrying out Employee's responsibilities with the Company.

Employee shall deliver promptly to the Company, at the termination of Employee's employment, or at any other time at the Company's request. without retaining any copies, all documents and other material in Employee's possession relating, directly or indirectly, to any Confidential Information.

It is understood that should Employee be subject to subpoena or other legal process to seek the

Exhibit 10.15

disclosure of such Confidential Information, Employee will advise the Company of such process and provide the Company with the necessary information, in each case to the extent he is legally permitted to do so, and reasonably cooperate with the Company in its efforts, to seek to protect the Confidential Information.

1.4.Defend Trade Secrets Act Notification. In accordance with the Defend Trade Secrets Act of 2016, the Employee acknowledges that he has been notified by the Company that he will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that:

(i)is made (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (y) solely for the purpose of reporting or investigating a suspected violation of law; or

(ii)is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. The Employee acknowledges that he has been further notified by the Company that, if he files a lawsuit for retaliation by an employer for reporting a suspected violation of law, then he may disclose the employer's trade secrets to his attorney and use the trade secret information in the court proceeding if: (A) he files any document containing the trade secret under seal; and (B) he does not disclose the trade secret, except pursuant to court order.

1.5.Whistleblower and other Laws Protecting Employees. The foregoing obligations of confidentiality set out in this Article 5 are subject to any applicable whistleblower laws, which protect Employee's right to provide information to governmental and regulatory authorities, including communications with the U.S. Securities and Exchange Commission about possible securities law violations. Notwithstanding any other provision in this Agreement, Employee is not required to seek the Company's permission or notify the Company of any communications made in compliance with applicable whistleblower laws, and the Company will not consider any such communications to violate this Agreement or any other agreement between Employer and the Company or any Company policy by which Employee is bound. Further, nothing in this Agreement is to be interpreted to interfere with the Employee's rights under any federal, state, or local constitution, statute, rule, or regulation to file or otherwise institute a complaint or charge of discrimination, retaliation, or other alleged violation of discrimination or other employment­ related laws with any federal, state, or local government agency enforcing such laws, to participate in a proceeding with any such agency, or to cooperate with any such agency in its investigation of such complaint or charge.

ARTICLE 6 NON- SOLICITATION

6. l . Non-Solicitation. Employee agrees that during the period commencing on the date of this Agreement and ending twelve (12) months after the effective date of the termination of Employee' s employment irrespective of the time, manner, or cause of termination (the "Non­ Solicitation Period"), Employee will not, either individually or in partnership or jointly with any other person, entity, or organization, as principal, agent, consultant, contractor, employer, employee directly or indirectly:

(a)solicit business from any customer, client or business relation of the Company Group, or prospective customer, client or business relation that the Company Group was actively soliciting, whether or not Employee had direct contact with such customer, client or business relation, for the benefit or on behalf of any person, firm or corporation operating a business which competes with the Company Group, or attempt to direct any such customer, client or business relation away from the Company Group or to discontinue or alter any one or more of their relationships with the Company Group; or

(b)hire or offer to hire or entice away or in any other manner persuade or attempt to persuade any

Exhibit 10.15

officer, employee, consultant, independent contractor, agent, licensee, supplier, or business relation of the Company Group to discontinue or alter any one of their relationships with the Company Group.

6.2. Remedies for Breach of Restrictive Covenants. Employee acknowledges that in connection with Employee's employment he will receive or will become eligible to receive substantial benefits and compensation. Employee acknowledges that Employee's employment by the Company and all compensation and benefits from such employment will be conferred by the Company upon Employee only because and on the condition of Employee's willingness to commit Employee's best efforts and loyalty to the Company Group, including protecting the Company Group's confidential information and abiding by the non-solicitation covenants contained in this Agreement. Employee understands that his obligations set out in Article 5 and this Article 6 will not unduly restrict or curtail Employee's legitimate ·efforts to earn a livelihood following any termination of his employment with the Company. Employee agrees that the restrictions contained in Article 5 and this Article 6 are reasonable and valid and all defenses to the strict enforcement of these restrictions by the Company are waived by Employee. Employee further acknowledges that a breach or threatened breach by Employee of any of the provisions contained in Article 5 or this Article 6 would cause the Company irreparable harm which could not be adequately compensated in damages alone. Employee further acknowledges that it is essential to the effective enforcement of this Agreement that, in addition to any other remedies to which the Company may be entitled at law or in equity or otherwise, the Company will be entitled to seek and obtain, in a summary manner, from any court having jurisdiction, interim, interlocutory, and permanent injunctive relief, specific performance and other equitable remedies, without bond or other security being required. In addition to any other remedies to which the Company may be entitled at law or in equity or otherwise, in the event of a breach of any of the covenants or other obligations contained in this Agreement, the Company will be entitled to an accounting and repayment of all profits, compensation, royalties, commissions, remuneration or benefits which Employee directly or indirectly, has realized or may realize relating to, arising out of, or in connection with any such breach. Should a court of competent jurisdiction declare any of the covenants set forth in Article 5 or this Article 6 unenforceable, the court shall be empowered to modify and reform, including "blue penciling", such covenants to the extent necessary to be enforceable in the applicable jurisdiction and so as to provide relief reasonably necessary to protect the interests of the Company and Employee and to award injunctive relief, or damages, or both, to which the Company may be entitled. If any such restriction is held to be invalid, illegal, or unenforceable in any respect under any applicable law in any jurisdiction, then such invalidity, illegality, or unenforceability will not affect any other provision of this Agreement or any other jurisdiction, but such restriction will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable restriction had never been contained in this Agreement.

Exhibit 10.15

ARTICLE 7 GENERALPROVISIONS

1.1.Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of Texas without giving effect to its conflicts of laws principles.

1.2.Assignability. This Agreement is personal to Employee and without the prior written consent of the Company shall not be assignable by Employee other than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Employee's legal representatives and heirs. This Agreement shall also inure to the benefit of and be binding upon the Company and its successors and assigns.

1.3.Withholding. The Company may withhold from any amounts payable under this Agreement such federal, state, or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

1.4.Entire Agreement;,_ Amendment. This Agreement constitutes the entire agreement and understanding between Employee and the Company with respect to the subject matter hereof and, except• as otherwise expressly provided herein, supersedes any prior agreements or understandings, whether written or oral, with respect to the subject matter hereof, including without limitation all consulting, employment, severance or change of control agreements previously entered into between Employee and the Company and the September 10, 2020 .offer letter between the parties. Except as may be otherwise provided herein, this Agreement may not be amended or modified except by subsequent written agreement executed by both parties hereto.

1.5.Section 409A. This Agreement is intended to comply with Section 409A of the Internal Revenue Code ("Section 409A") to the extent Section 409A is applicable to this Agreement. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted, operated, and administered by the Company in a manner consistent with such intention and to avoid the pre-distribution inclusion in income of amounts deferred under this Agreement and the imposition of any additional tax or interest with respect thereto. Notwithstanding any other provision of this Agreement to the contrary, to the extent that any payment under this Agreement constitutes "nonqualified deferred compensation" under Section 409A, the following shall apply to the extent Section 409A is applicable to such payment:

(a)Any amount payable that is triggered upon the Employee's termination of employment shall be paid only if such termination of employment constitutes a "separation from service" under Section 409A; and

(b)All expenses or other reimbursements paid pursuant to this Agreement that are taxable

income to Employee shall be paid no later than the end of the calendar year next following the calendar year in which Employee incurs such expense. With regard to any provision herein that provides for reimbursement of costs and expenses or in - kind benefits, except as permitted by Section 409A, (a) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (b) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in - kind benefits to be provided, in any other taxable year; and (c) such payments shall be made on or before the last day of Employee's taxable year following the taxable year in which the expense occurred. For purposes of Section 409A, Employee's right to receive installment payments of any severance amount, if applicable, shall

Exhibit 10.15

be treated as a right to receive a series of separate and distinct payments.

In the event that Employee is deemed on the date of termination to be a "specified employee" as defined in Section 409A, then with regard to any payment or the provision of any benefit that is subject to Section 409A and is payable on account of a separation from service (as defined in Section 409A), such payment or benefit shall be delayed for until the earlier of (a) the first business day of the seventh calendar month following such termination of employment, or (b) Employee's death. Any payments delayed by reason of the prior sentence shall

be paid in a single lump sum, without interest thereon•, on the date indicated by the previous

sentence and any remaining payments due under this Agreement shall be paid as otherwise provided herein.

Notwithstanding the foregoing, the Company makes no representation to the Employee about the effect of Section 409A on the provisions of this Agreement or any other compensation arrangement of the Employee, and the Company will have no liability to the Employee in the event that the Employee becomes subject to taxation (including taxes, penalties, and interest) under Section 409A (other than any reporting and/or withholding obligations that the Company may have under applicable tax law) or in the event the Employee incurs other expenses on account of non-compliance or alleged non­ compliance with Section 409A.

1.6.Independent Covenants. Each of the Employee's covenants set forth in Articles 5 and 6 will be construed as a covenant independent of any other covenant or provision of this Agreement or any other agreement between the parties hereto, and the existence of any claim or cause of action by the Employee against the Company, whether predicated on a covenant or provision of this Agreement or otherwise, will not constitute a defense to the enforcement by the Company of the. Employee's covenants set forth in Articles 5 and 6.

1.7.Multiple Counterparts; PDF Signatures. This Agreement may be executed in multiple counterparts, each of which shall constitute an original, but all of which together shall constitute one Agreement. Each party hereto may execute this Agreement in Portable Document Format or similar format ("PDF") sent by electronic mail. In addition, PDF signatures of authorized signatories of any party hereto will be deemed to be original signatures and will be valid and binding, and delivery of a PDF signature by any party will constitute due execution and delivery of this Agreement.

1.8.Notices. Any notice provided for in this Agreement shall be deemed delivered upon deposit in the United States or Canadian mails, registered or certified mail, addressed to the party to whom directed at the addresses set forth below or at such other addresses as may be substituted therefor by notice given hereunder. Notice given by any other means must be in writing and shall be deemed delivered only upon actual receipt.

If to the Company:

c/o enCore Energy Corporation 101 N. Shoreline Blvd,

Suite 450

Corpus Christi, Texas 78401

Attention: Executive Chairman of the Board If to Employee:

Exhibit 10.15

William Paul Goranson

1.9.Waiver. The waiver of any term or condition of this Agreement, or any breach thereof, shall not be deemed to constitute the waiver of the same or any other term or condition of this Agreement, or any breach thereof.

1.10.Severability. In the event any prov1s10n of this Agreement is found to be unenforceable or invalid, such provision shall be severable from this Agreement and shall not affect the enforceability or validity of any other provision of this Agreement. If any provision of this Agreement is capable of two constructions, one of which would render the provision void and the other that would render the provision valid, then the provision shall have the construction that renders it valid.

1.11.Arbitration of Disputes. Except for disputes and controversies arising under Articles 5 or 6 or involving equitable or injunctive relief, any dispute or controversy arising under or in connection with this Agreement or any other agreement between the Employee and the Company Group, or the interpretation, breach, validity, enforcement, or termination thereof, the Employee's employment with the Company or the cessation thereof, the Employee's compensation, and all matters arising under any federal, state, or local constitution, statute, rule, or regulation, or principle of contract law or common law, including but not limited to any and all medical leave statutes, wage-payment statutes, minimum wage and overtime statutes, anti-employment discrimination and anti-retaliation statutes, whistleblower statutes, or labor laws, shall be conducted in accordance with the Federal Rules of Civil Procedure and Federal Rules of Evidence and, unless the parties mutually agree on an arbitrator, shall be arbitrated by striking from a list of seven (7) potential arbitrators provided by the Judicial Arbiter Group, which is based in Denver, Colorado. The Company and Employee will flip a coin to determine who will make the first strike. The parties will then alternate striking from the list until there is one arbitrator remaining, who will be the selected arbitrator. The arbitration will take place in Denver, Colorado unless the parties agree at the time to a different location. Unless the parties otherwise agree and subject to the availability of the arbitrator, the arbitration will be heard within sixty (60) days following the appointment, and the decision of the arbitrator shall be binding on Employee and the Company and will not be subject to appeal. Judgment may be entered on the arbitrator's award in any court having jurisdiction. In any arbitration under this paragraph, the arbitrator shall have full authority to resolve all issues in dispute, including the arbitrator's own jurisdiction, whether any dispute must be arbitrated under this paragraph, whether this paragraph is void or voidable, and to award compensatory remedies and other remedies permitted by law. To the fullest extent allowed by applicable law, and except to the extent equitable relief only is being sought, the Employee and the Company each knowingly and voluntarily agree to waive their rights to a trial by jury and agree that neither of them will make a demand, request, or motion for a trial by jury or court with regard to any dispute between them that is covered by this arbitration provision.

Except as otherwise provided by the arbitrator in accordance with applicable law, (i) the parties to the arbitration shall be responsible for paying their own attorneys' fees and costs incurred in connection with any dispute between them (to the same extent as if the matter were being heard in court), and (ii) the party who initiates the arbitration will pay the applicable filing fee, and the Company and the Employee will share equally the other costs of the arbitration (e.g., the cost of the arbitrator and hearing room and other costs unique to the arbitration); provided that, in the event that one party substantially prevails in

Exhibit 10.15

the arbitration (the "Prevailing Party"), then the arbitrator shall award the Prevailing Party, and shall require the non-Prevailing Party to pay, the reasonable attorneys' fees and costs incurred by the Prevailing Party in connection with such arbitration. Any dispute as to who the Prevailing Party is and/or over the reasonableness of any fees or costs will be resolved by the arbitrator. Notwithstanding the foregoing, nothing in this paragraph will affect the arbitrator's right to award fees and costs to any party in accordance with applicable statutory law or the Company's right to equitable relief under this Agreement, or require the arbitrator to award the Prevailing Party any fees or costs when doing so would violate the law.

Nothing in this Section 7.11 will be interpreted to limit any right that the Employee may have to file administrative claims or charges with government agencies (such as the Equal Employment Opportunity Commission and the Department of Labor), to file an unfair labor practice charge with the National Labor Relations Board, or to apply for workers' compensation, short-term disability, or unemployment insurance benefits. This Section 7.11 is intended to be governed by the Federal Arbitration Act and, as a result, to the fullest extent allowed by the Federal Arbitration Act, state laws governing arbitration provisions that would otherwise apply to this Section 7.11 are preempted.

1.12.Currency. Except as expressly provided in this Agreement, all amounts in this Agreement are stated and shall be paid in United States dollars ($US).

1.13.Company’s Maximum Obligations. The compensation set out in this Agreement represents the Company's maximum obligations, and other than as set out herein, Employee will not be entitled to any other compensation, rights, or benefits in connection with Employee's employment or the termination of Employee's employment.

1.14.Full Payment; No Mitigation Obligation. The Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall be subject to any set-off, counterclaim, recoupment, defense, or other claim, right or action which the Company may have against Employee.

Exhibit 10.15

Date.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective

URI, Inc.:

By: /s/ William M. Sheriff

Name: William M. Sherriff Title:    Executive Chairman Date: April 1, 2023

By: /s/ William Paul Goranson

Name: William Paul Goranson

Title:    Chief Executive Officer and Director Date: April 1, 2023

Exhibit 10.15

EXHIBIT A JOB DESCRIPTION

Employee will discharge the responsibilities and exercise the authority expected of a Chief Executive Officer and Director of a public mining company. More specifically, in addition to exercising general control of and supervision over the Company Group's affairs, the following are the responsibilities of the Chief Executive Officer:

A.Foster a corporate culture that promotes ethical practices, encourages individual integrity, and fulfills social responsibility;

B.Maintain a positive and ethical work climate that is conducive to attracting, retaining, and motivating a diverse group of top-quality employees at all levels;

C.Develop and recommend to the Board, a long-term strategy and vision for the Company that leads to the creation of shareholder value;

D.Develop and recommend to the Board, annual business plans and budgets that support the Company's long-term strategy;

E.Determine the appropriate use of technology;

F.Develop and recommend to the Board, the allocation of capital necessary to achieve the Company's business plan;

G.Ensure that the day-to-day business affairs of the Company are appropriately managed, including evaluation of the Company's operating performance and initiating appropriate action where required;

H.Consistently strive to achieve the Company's financial and operating goals and objectives;

I.Ensure that the Company's operations, offices, and activities conducted with a culture that focuses on execution of the Company's operating goals and objectives are protective to its workforce, the environment, and the public;

J.Ensure fair presentation of the financial condition of the Company in continuous disclosure documents, and oversight and assessment of internal and disclosure controls of the Company;

K.Ensure that the Company builds and maintains a strong positive relationship with its investors;

L.Ensure that the Company achieves and maintains a competitive position within the industry;

M.Ensure that the Company builds and maintains a strong positive relationship with its employees;

N.Ensure that the Company has an effective management team below the level of CEO and has an active plan for their development and succession;

0.    Formulate and oversee the implementation of major corporate policies;

P.Ensure compliance with the Company's Corporate Disclosure Policy, Environment, Health and Safety Policy and other policies;

Q.Build and maintain strong relationships with the corporate and public community; and

R.Ensure management support for Board Committees.

Employee shall report to the Board of Directors of enCore.

This position will be located in the Employee's place of residence with frequent travel as required.

Performance is to be based on Board-approved Performance Goals pursuant to guidance from the Compensation Committee.

Document

Exhibit 14.1

ENCORE ENERGY CORP.

CODE OF BUSINESS CONDUCT AND ETHICS

(As approved by the Board on August 17, 2022 and amended on January 11, 2023, June 26, 2024

and December 19, 2024)

enCore Energy Corp., together with its subsidiaries (collectively, “enCore” or the “Company”), is committed to conducting its business in accordance with all applicable laws and regulations and the highest ethical standards. This Code of Business Conduct and Ethics (the “Code”) summarizes the standards that guide the actions of enCore’s directors, officers and employees. This Code is to be read together with the Company’s Corporate Disclosure Policy, Insider Trading Policy, Human Rights Policy, Whistleblower Policy, Health, Safety, Environment and Sustainability Policy, Employee Handbook and other policies of the Company.

All Company directors, officers, and employees must read and fully comply with this Code. In addition, all directors, officers, and employees must take all reasonable steps to prevent contraventions of this Code, to identify and raise issues before they lead to problems, and to seek additional guidance when necessary. If breaches of this Code occur, they must be reported promptly. Employees with questions concerning this Code may contact the Chief Legal Officer (or his designee) by telephone at 361.239.5449 or email at rwillette@encoreuranium.com at any time. Complaints or concerns are to be reported to the Chief Legal Officer or, in the case of complaints or concerns raised by directors, to the Chair of the Audit Committee (the “Audit Committee”) of the Board of Directors of the Company (the “Board”). In addition, any complaints or concerns arising under this Code may be reported under the Company’s Whistleblower Policy.

Violations of this Code by a director, officer or employee are grounds for disciplinary action, up to and including immediate termination and possible legal prosecution.

The Company also expects all agents, consultants and contractors to comply with this Code.

This Code has been implemented pursuant to the provisions of National Instrument 58-201 – Corporate Governance – promulgated by the Canadian Securities Administrators and complies with the requirements for a “code of ethics” as set forth in section 406 of the Sarbanes-Oxley Act of 2002 (“SOX”) and the listing rules of the Nasdaq Stock Market LLC.

1.Core Principles

This Code sets out written standards that are designed to deter wrongdoing and to promote:

•Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

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•Full, fair, accurate, timely and understandable disclosure in reports and documents that enCore files with, or submits to, applicable securities regulators and in other public communications made by enCore;

•Compliance with applicable laws, rules and regulations;

•The prompt internal reporting to an appropriate person or persons of violations of this Code; and

•Accountability for adherence to this Code.

While covering a wide range of business practices and procedures, this Code cannot, and does not, cover every issue that may arise, or every situation in which ethical decisions must be made, but rather sets forth key guiding principles of business conduct that the Company expects of all of its directors, officers and employees.

2.Conduct Under the Law

Compliance with Laws, Rules, and Regulations

enCore, and each of its directors, officers. and employees, shall conduct their business affairs with honesty and integrity and in full compliance with all applicable laws, rules, regulations, and this Code.

•No director, officer or employee shall commit an illegal or unethical act, or instruct or authorize others to do so, for any reason, in connection with any act, decision or activity that is or may appear to be related to his or her employment by or position with enCore;

•All situations shall be avoided which could be perceived as improper, unethical or indicative of a casual attitude towards compliance with the law or regulations; and

•All directors, officers and employees are expected to be sufficiently familiar with the laws and regulations that apply to their jobs and shall recognize potential liabilities, seeking advice where appropriate.

•All directors, officers and employees have an individual responsibility for accurate and truthful statements in all matters, including without limitation SOX controls (to the extent applicable).

Insider Trading

All non-public information about enCore or its partners should be considered confidential information. Directors, officers, and employees of enCore must always maintain the confidentiality of such non-public information and never trade in enCore securities when aware of such information, nor use such information to “tip” others who might be reasonably expected to make an investment decision on the basis of this information. Such actions are not only unethical, but also illegal. The Company has adopted a Corporate Disclosure Policy and an Insider Trading Policy that set forth these principles. All levels of management and all employees are responsible for compliance with those policies. For further information, please see the Company’s Corporate Disclosure Policy and Insider Trading Policy. If you have any questions regarding the Corporate Disclosure Policy and Insider Trading Policy, please consult the Company’s Chief Legal Officer.

Fraud, Bribery and Corruption

Directors, officers, and employees are strictly prohibited from engaging in, condoning, or tolerating fraud, bribery, corruption, or other illegal or unethical actions. Fraud is an intentional act or omission designed to deceive another person or to obtain a benefit to which one is not entitled. Bribery is an intentional offer of monetary or other benefit to another person, government official, company or other organization to secure, or attempt to secure, a benefit in the performance of a duty, to obtain or retain business, or to obtain any

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other improper advantage in the conduct of business. Fraud can include a wide range of activities, such as falsifying records or timesheets, creating false benefits claims, and misappropriating corporate assets, including proprietary information and corporate opportunities for personal gain. Bribery can take different forms, such as cash payments, bartering transactions, kickbacks, directing business to a particular person, extravagant hospitality, or providing other services or things of value.

Fair Competition

enCore believes in fair competition and is committed to complying with the laws of all countries which prohibit restraints of trade, unfair practices or abuses of power. Directors, officers, and employees of enCore shall not discuss or enter into arrangements with business partners or competitors that unlawfully restrict enCore’s ability to compete with other businesses, or the ability of any other business to compete freely with enCore.

Payments to Government Officials; Political Contributions

The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country.

In addition, the U.S. government has a number of laws and regulations restricting the giving of business gratuities to U.S. government officials. The promise, offer or delivery to an official or employee of the U.S. government of a gift, favor or other gratuity in violation of these rules would not only violate Company policy but could also be a criminal offense. State and local governments, as well as foreign governments, may have similar rules.

The Company may contribute, directly or indirectly, to political campaigns or parties from time to time with the approval of the Chief Executive Officer or the Chief Financial Officer. Employees, officers and members of the Board may not use Company expense accounts to pay for any personal political contributions or seek any other form of Company reimbursement. In addition, employees, officers or members of the Board should not use Company facilities or Company assets, including the time of Company personnel, for the benefit of any party or candidate, including an employee, officer or member of the Board individually running for office.

Payments to Domestic and Foreign Officials

Employees and officers of the Company must comply with all applicable laws prohibiting improper payments to domestic and foreign officials, including the Corruption of Foreign Public Officials Act (Canada) and the Foreign Corrupt Practices Act (United States) (collectively, the “Acts”).

The Acts make it illegal for any person, in order to obtain or retain an advantage in the course of business, directly or indirectly, to offer or agree to give or offer a loan, reward, advantage or benefit of any kind to a foreign public official or to any person for the benefit of a public official. Foreign public officials include persons holding a legislative, administrative or judicial position of a foreign state, persons who perform public duties or functions for a foreign state (such as persons employed by board, commissions or government corporations), officials and agents of international organizations, foreign political parties and candidates for office.

Although “facilitated payments” or certain other transactions may be exempted or not illegal under applicable law, the Company’s policy is to avoid them. If any employee or officer has any questions about

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the application of this policy to a particular situation, please report to the Chief Executive Officer, Chief Financial Officer or Chief Legal Officer or such other senior officer as may be designated by the Company from time to time who, with the advice of counsel as necessary, will determine acceptability from both a legal and a corporate policy point of view, and any appropriate accounting treatment and disclosures which are applicable to the particular situation.

Violation of the Acts is a criminal offence, subjecting the Company to substantial fines and penalties and any officer, director or employee acting on behalf of the Company to imprisonment and fines. Violation of this policy may result in disciplinary actions up to and including discharge from the Company.

3.Conduct within enCore

Conflicts of Interest

All directors, officers and employees have an obligation to act in the best interest of the Company. Any situation that presents an actual or potential conflict between a director, officer or employee’s personal interests and the interests of enCore should be reported to the Chief Legal Officer or, in the case of reports by directors, to the Chair of the Company’s Audit Committee.

Any Director, officer or employee has a conflict of interest when his or her personal interests, relationships or activities, or those of a member of his or her immediate family or business associate, interfere or conflict, or even appear to interfere or conflict, with enCore’s interests. A conflict of interest can arise when any director, officer or employee takes an action or has a personal interest that may adversely influence his or her objectivity or the exercise of sound, ethical business judgment. Conflicts of interest can also arise when any director, officer or employee, or a member of his or her immediate family, receives improper personal benefits as a result of his or her position at enCore. No director, officer or employee shall improperly benefit, directly or indirectly, from his or her status as director, officer or employee of enCore, or from any decision or action by enCore that he or she is in a position to influence.

By way of example, a conflict of interest may arise if any director, officer or employee:

•Has a material personal interest in a transaction or agreement involving enCore;

•Accepts a gift, service, payment or other benefit (other than a nominal gift) from a competitor, supplier, or customer of enCore, or any entity or organization with which enCore does business or seeks or expects to do business;

•Lends to, borrows from, or has a material interest in a competitor, supplier, or customer of enCore, or any entity or organization with which enCore does business or seeks or expects to do business (other than routine investments in publicly-traded companies);

•Knowingly competes with enCore or diverts a business opportunity from enCore;

•Serves as an officer, director, employee, consultant, or in any management capacity, in an entity or organization with which enCore does business or seeks or expects to do business (other than routine business involving immaterial amounts, in which the director, officer or employee has no decision- making or other role);

•Knowingly acquires, or seeks to acquire an interest in property (such as real estate, patent rights, securities, or other properties) where enCore has, or might have, an interest; or

•Participates in a venture in which enCore has expressed an interest. Directors, officers and employees are expected to use common sense and good judgment in deciding whether a potential conflict of interest may exist.

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Protection and Proper Use of Corporate Assets and Opportunities

Theft, carelessness and waste have a direct, negative impact on the Company’s image and profitability, and will not be tolerated. Directors, officers and employees owe a duty to enCore to advance its legitimate interests when the opportunity to do so arises. All directors, officers and employees shall endeavor to protect Company assets and ensure their efficient use.

Directors, officers and employees are prohibited from (a) taking for themselves property, security or any business interest, or other opportunities that are discovered through the use of Company property, information or position; and (b) using Company property, information, or position for personal gain. By way of example, the following types of activities are prohibited:

•Using Company assets for other business or personal endeavors; or

•Obtaining, or seeking to obtain, any personal benefit from the use or disclosure of information that is confidential or proprietary to enCore, or from the use or disclosure of confidential or proprietary information about another entity acquired as a result of or in the course of employment with enCore.

All of enCore’s assets should only be used for legitimate business purposes, and the use of Company property for any unlawful, unauthorized or unethical purpose is strictly prohibited. No directors, officers or employees shall intentionally damage or destroy Company property or commit or condone theft.

Confidentiality of Corporate Information

Directors, officers and employees must maintain the confidentiality of information entrusted to them by enCore or its customers, except when disclosure is authorized or legally mandated. Confidential information includes (without limitation) all non-public information that might be of use to competitors or might be harmful to enCore or its partners and associates, if disclosed. For further information, see the Company’s Corporate Disclosure Policy.

Proper Use of Computers and the Internet

Company information technology systems, including (without limitation) computers, email, internet, telephones, and voice mail, are Company property and are to be used primarily for business purposes. Corporate information technology systems may be used for minor or incidental use, provided that such use is kept to a minimum and is in compliance with corporate policy. Company information technology systems shall not be used to send harassing, threatening or obscene messages or chain letters, to access the internet for inappropriate use, or to send or distribute copyrighted documents (without proper permissions). EnCore may monitor the use of its information technology systems for business purposes or to conduct internal investigations if approved by the Chief Executive Officer and General Counsel.

4.Conduct with the Company’s Shareholders and the Public

Quality of Public Disclosure

enCore is committed to providing information about the Company to the public in a manner that is consistent with all applicable legal and regulatory requirements and that promotes investor confidence by facilitating fair, orderly, and efficient behavior. enCore’s reports and documents filed with or submitted to securities regulators in Canada and the United States, and enCore’s other public communications, must include full, fair, accurate, timely, and understandable disclosure. All directors, officers and employees who are involved in enCore’s disclosure process are responsible for using their best efforts to ensure that enCore

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meets such requirements. Directors, officers and employees are prohibited from knowingly misrepresenting, omitting or causing others to misrepresent or omit material information about enCore to others, including to enCore’s independent auditors. For further information, see the Company’s Corporate Disclosure Policy and Disclosure Controls and Procedures.

Retention of Records

enCore retains all business records in accordance with laws and regulations. The term “business records” covers a broad range of files, reports, business plans, receipts, policies and communications, including hard copy and electronic whether maintained at work or at home. enCore prohibits the unauthorized destruction of or tampering with any records, whether written or in electronic form, where enCore is required by law or government regulation to maintain such records or where it has reason to know of a threatened or pending government investigation or litigation relating to such records.

5.Conduct with Customers, Security Holders, Vendors, Suppliers, Competitors and Employees

Dealing with Security Holders, Customers, Suppliers, Competitors and Employees

Directors, officers and employees shall deal honestly, fairly and ethically with all of enCore’s security holders, customers, vendors, suppliers, competitors and employees. In all such dealings, directors, officers and employees shall comply with all laws, rules and regulations and not take any actions that would bring into question the integrity of enCore or any of its directors, officers or employees.

All directors, officers, and employees shall ensure that Company assets are used for legitimate business purposes only and that all transactions shall be made exclusively on the basis of price, quality, service and suitability to Company needs.

enCore shall only deal with vendors, suppliers and contractors who comply with all applicable legal requirements and the Company’s published standards and policies, including this Code and those relating to health and safety, environmental protection, anti-corruption and workplace rights. enCore has adopted a Vendor Code of Conduct which sets out guidelines and requirements for all vendors who provide products and/or services to the Company or who otherwise do business with the Company.

Agreements with Agents, Consultants and Contractors

Agreements with agents, consultants and contractors should include terms requiring compliance with applicable laws, regulations, and, where applicable, this Code, and providing for remedies, up to and including termination, for failure to so comply.

6.Conduct with respect to Health, Safety, Environment and Sustainability

Health and Safety

enCore is committed to making the work environment safe, secure and healthy for its employees and others and complies with all applicable laws and regulations relating to worker health and safety. The Company expects each director, officer, and employee to promote a positive working environment for all and to comply with Company policies concerning health and safety matters. An employee should immediately report any unsafe or hazardous conditions or materials, injuries and accidents connected with enCore’s business and any activity that compromises his or her security to his or her supervisor.

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Directors, officers and employees must not possess or use, buy or sell illegal drugs or report for work under the influence of such drugs, marijuana, or alcohol. All threats or acts of physical violence or intimidation are prohibited. For further information, please see the specific safety manuals and procedures applicable to the Company’s various areas of operations.

Environmental Protection

enCore is committed to the operation of its facilities in a manner that puts the safety of its workers, its contractors, its community, the environment and the principles of sustainable development above all else. Whenever issues of safety conflict with other corporate objectives, safety shall be the first consideration. The Company has adopted a Health, Safety, Environment and Sustainability Policy that sets forth these principles. All levels of management and all employees are responsible for compliance with the Health, Safety, Environment and Sustainability Policy within their areas of responsibility. The Company’s Board and the Sustainability Committee are responsible for the implementation of the Health, Safety, Environment and Sustainability Policy. For further information, please see the Company’s Health, Safety, Environment and Sustainability Policy.

7.Conduct within the Workplace

Respect for Our Employees

The Company’s employment decisions will be based on reasons related to its business, such as job performance, individual skills and talents, and other business-related factors. enCore requires adherence to all applicable federal, state and provincial employment laws. In addition to any other requirements of applicable laws in a particular jurisdiction, enCore prohibits discrimination in any aspect of employment based on race, color, appearance, religion, sex, gender, sexual orientation, gender identity or gender expression, national origin, ethnicity, disability or age (collectively, “Diversity”), within the meaning of applicable laws.

Abusive or Harassing Conduct Prohibited

enCore and its directors, officers and employees shall treat each other with professional courtesy and respect at all times and specifically must not subject any other employee to unwelcome sexual advances, requests for sexual favors, verbal or physical conduct which might be construed as sexual or harassing in nature, comments based on Diversity, or other non-business personal comments of conduct that makes others uncomfortable in their employment with the Company. Any employee who believes that he or she has been subjected to sexual or other harassment by any other employee should immediately advise his or her supervisor and the Chief Legal Officer of the incident. In the event a supervisor is involved in an incident, an employee may advise only the Chief Legal Officer and/or any other executive officer of the Company. The identity of those involved shall be kept strictly confidential. The incident shall be thoroughly investigated and documented with appropriate action taken.

Privacy

enCore (and third parties who may be authorized by the Company) collects and maintains personal information that relates to each employee’s employment, including compensation, medical and benefit information. enCore follows procedures and applicable laws to protect information wherever it is stored or processed, and access to employees’ personal information is restricted. Employee personal information will only be released to outside parties in accordance with Company policies and applicable legal requirements.

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Employees who have access to personal information must ensure that personal information is not disclosed in violation of Company policies or practices or applicable laws.

8.Administration of this Code

Periodic Review by Board

This Code has been adopted by the Board and will be reviewed on an annual basis by the Audit Committee and by the Board and amended or supplemented as required from time to time.

Compliance with this Code and Reporting of Any Illegal or Unethical Behavior

Directors, officers and employees are expected to comply with all of the provisions of this Code. This Code will be strictly enforced. Violations will be dealt with immediately, including subjecting the director, officer or employee to corrective and/or disciplinary action, including without limitation, dismissal or removal from office. Violations of this Code that involve unlawful conduct will be reported to the appropriate authorities.

Situations that may involve a violation of ethics, laws, or this Code may not always be clear and may require difficult judgment. Directors, officers or employees who have concerns or questions about violations of laws, rules or regulations, or of this Code should report them to the Chief Legal Officer or, in the case of reports by directors, to the Chair of the Audit Committee. Any concern under this Code, as well as any concerns that involve accounting, internal controls and auditing matters, may also be reported by employees on a confidential and anonymous basis under the Company’s Whistleblower Policy. Canadian securities regulatory authorities consider that conduct by a director or executive officer which constitutes a material departure from the Code will likely constitute a “material change” within the meaning of National Instrument 51-102 Continuous Disclosure Obligation, and the Company will be required to disclose the material change in a material change report.

Following receipt of any complaints submitted hereunder, the Chief Legal Officer or Chair of the Audit Committee, as the case may be, will investigate each matter so reported and report to the Audit Committee. Notwithstanding the foregoing, matters of fraud, bribery and corruption shall be escalated to, and have direct executive oversight from, the Chief Executive Officer. The Audit Committee will have primary authority and responsibility for the enforcement of this Code, subject to the supervision of the Board.

enCore encourages all directors, officers, and employees to report promptly any suspected violation of this Code to the Chief Legal Officer or, in the case of directors, to the Chair of the Audit Committee. Open communication of issues and concerns without fear of retribution or retaliation is vital to the successful implementation of this Code. Therefore, enCore will not tolerate retaliation for reports or complaints regarding suspected violations of this Code that were made in good faith. enCore will take such disciplinary or preventive action as it deems appropriate to address any violations of this Code that are brought to its attention.

Waivers and Amendments

Any waivers from this Code that are granted for the benefit of enCore’s directors or executive officers (including without limitation, its Chief Executive Officer, Chief Financial Officer, Chief Legal Officer and persons performing similar functions) shall be granted by the Board. Any waivers for all other employees shall be granted exclusively by the Chief Executive Officer or by any other senior officer as may be

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designated by the Audit Committee. Material amendments to or waivers of the provisions in this Code will be promptly publicly disclosed in accordance with applicable laws and regulations.

Distribution of this Code

This Code will be circulated to all directors, officers and employees of enCore on an annual basis and more frequently whenever changes are made, and all employees are required to certify in writing their acknowledgement of the Code on an annual basis. New directors, officers and employees will be provided with a copy of this Code and will be advised of its importance.

Affirmation by Directors and Officers

At the time of each annual meeting of shareholders, the directors and officers of enCore will affirm their compliance with this Code in writing.

[The remainder of this page has been intentionally left blank.]

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Please indicate that you have received, read, and will abide by this Code by signing your name and dating the attached acknowledgment and returning it promptly to your supervisor/manager.

Acknowledgment

I certify that I have received and read and that I will abide by the Corporation’s Code of Business Conduct and Ethics distributed to me.

Signature	Date
Name: [Please Print]
Witness Signature	Date
---	---
Witness Name: [Please Print]

Document

March 3, 2025

Securities and Exchange Commission

100 F Street, N.E. Washington, DC 20549

Ladies and Gentlemen:

We have read enCore Energy Corp.’s statements included under Item 9 of its Form 10-K filed with the Securities and Exchange Commission on March 3, 2025 and we agree with such statements concerning our firm.

Yours very truly,

DAVIDSON & COMPANY LLP

Chartered Professional Accountants

Document

Exhibit 19

ENCORE ENERGY CORP. INSIDER TRADING POLICY

(As approved by the Board on August 17, 2022 and amended on February 24, 2023, June 26, 2024 and

December 19, 2024)

enCore Energy Corp. (the “Company”) is a publicly-traded company listed on the TSX Venture Exchange (the “TSXV”) and/or the Nasdaq, Inc. (“Nasdaq,” and together with the TSXV, the “Exchanges”). As such, trades in the Company’s securities1 are subject to Canadian and U.S. securities laws, rules and regulations, as well as the rules and regulations of the Exchanges (collectively, “securities laws”). Securities laws generally prohibit trading or dealing in the securities of a company at a time when the person making the trade possesses material non-public information. Anyone violating these securities laws is subject to personal liability and could face criminal and civil penalties, fines, or imprisonment, and risks causing significant damage to the Company’s reputation. While the regulatory authorities concentrate their efforts on the individuals who trade, or who tip inside information to others who trade, the United States federal securities laws also impose potential liability on companies and other “controlling persons” if they fail to take reasonable steps to prevent insider trading by company personnel.

The purpose of this Policy is to assist Company Personnel (as defined below) in complying with their obligations. This Policy does not replace your responsibility to understand and comply with the legal prohibitions on insider trading and, if applicable, your obligation for insider reporting.

It is also important that Company Personnel avoid the appearance of impropriety and remain in full compliance with securities laws while trading in securities of the Company, including without limitation the purchase and sale of common shares,and the sale of shares resulting from the exercise of stock options, vested grants of restricted stock units (“RSUs”), stock appreciation rights (“SARs”) or other equity awardsand the sale of any shares resulting from any such exercises. Accordingly, you must exercise good judgment when engaging in securities transactions and when relaying to others information obtained as a result of your employment with, or other relationship to, the Company. If you have any doubt as to whether a particular situation requires refraining from effecting a transaction in the Company’s securities or sharing information with others, such doubt should be resolved against taking such action.

COMPANY PERSONNEL

The following persons are required to observe and comply with this Policy:

1.all directors, officers and employees of the Company or its subsidiaries;

2.any other person retained by or engaged in business or professional activity on behalf of the Company or any of its subsidiaries (such as a consultant, independent contractor or adviser), that the Company’s Compliance Officer designates as being subject to this Policy;

1 “Securities” include common shares and any other security that the Company may issue including preferred shares, options, deferred share units, performance units, restricted stock, restricted stock units, stock appreciation rights, debentures, warrants, puts, calls and other derivative instruments with respect to such securities and any other securities that are convertible or exchangeable into such securities.

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3.any family member, spouse or other person living in the household or a dependent child of any of the individuals referred to in Sections (1) or (2) above; and

4.partnerships, trusts, corporations, Registered Retirement Savings Plans (“RRSPs”) and similar entities over which any of the above-mentioned individuals exercise control or direction.

For the purposes of this Policy, the persons listed above are collectively referred to as “Company Personnel.” Sections (3) and (4) should be carefully reviewed by Company Personnel; those sections have the effect of making various family members or holding companies or trusts of the persons referred to in Sections (1) and (2) subject to the Policy. You are responsible for the transactions of these other people and therefore should make them aware of the need to confer with you before they trade in the Company’s securities. In this Policy, the Company’s “Compliance Officer” is the Company’s Chief Legal Officer.

MATERIAL NON-PUBLIC INFORMATION

“Material non-public information” is information that:

(a)could reasonably be expected to have a significant effect, positive or negative, on the market price or value of the Company’s securities; or

(b)a reasonable investor would consider important in making an investment decision regarding the purchase or sale of the securities of the Company, and that has not been previously disclosed or published by means of a broadly disseminated news release or securities filing with a reasonable amount of time having been given for investors to consider the information.

Examples of information that could be considered to be material information include, but are not limited to: financial results and changes in financial performance; projections and strategic plans; drilling results; resource and reserve estimates; corporate acquisitions and dispositions; negotiations concerning contracts with outside parties; changes to assets and operations; changes in ownership of the Company’s securities that may affect the control of the Company; changes in senior management or the Board of Directors (the “Board”); litigation or regulatory challenges; environmental liabilities or regulatory non-compliance; changes in corporate structure, such as reorganizations; changes in capital structure; new debt or events of default; public or private sale of additional securities; receipt of, or any delay in receipt or failure to receive governmental approvals; entering into or loss of contracts; labor disputes or disputes with contractors, customers or suppliers; takeover bids and issuer bids; and any decision to implement such a change by the Company’s Board or by senior management who believe that confirmation of the decision by the Company’s Board is probable.

If you have any doubt whether certain information is “material,” you should not trade or communicate such information. Information is “non-public” until it has been made available to investors generally, such as in publicly-available reports filed with the applicable stock exchange or securities commission or in press releases issued by a company. In general, information may be presumed to have been available to investors after one full trading day following the formal release of such information. If, for example, the Company were to make an announcement prior to the opening of trading on a Monday, you should not trade in the Company’s securities until the opening of trading on Tuesday. If an announcement were made on a Monday, but after the opening of trading on that day, you should not trade in the Company’s securities until the opening of trading on Wednesday.

In addition, it is the policy of the Company that no Company Personnel who, in the course of working for the Company, learn of material non-public information about another company with which the Company does business, including a customer or supplier of the Company, or a counter party in negotiation of a material potential transaction, may trade in that other company’s securities until the information becomes publicly available or is no longer material.

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Remember, anyone scrutinizing your transactions will be doing so after the fact, with the benefit of hindsight. As a practical matter, before engaging in any transaction, you should carefully consider how enforcement authorities and others might view the transaction in hindsight.

PROHIBITED ACTIVITIES APPLICABLE TO ALL COMPANY PERSONNEL

The following activities are prohibited for all Company Personnel:

Insider Trading: Subject to the limited exceptions set out below, you must not engage in trading in any securities, whether of the Company or of any other public companies, while in possession of material, non- public information regarding such securities of the Company (“insider trading”).

Under this Policy, “trading” includes any sale or purchase of securities of the Company, including but not limited to: (a) hedging or monetization transactions or similar arrangements with respect to securities of the Company; (b) holding Company securities in a margin account or pledging Company securities as collateral for a loan; (c) buying or selling puts or calls or other derivative securities on the Company’s securities; (d) the exercise of stock options or SARs granted under the Company’s equity award plans; and (e) the purchase of any other securities under any other Company benefit plan or arrangement.

Transactions that may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency expenditure) are not excepted from this Policy. The securities laws do not recognize such mitigating circumstances, and, in any event, even the appearance of an improper transaction must be avoided to preserve the Company’s reputation for adhering to the highest standards of conduct.

Tipping: You must not disclose material, non-public or other confidential information relating to the Company, or other companies when obtained in the course of service to the Company, to anyone, inside or outside of the Company (including family members) (“tipping”), except on a strict need-to-know basis as is necessary in the course of the Company’s business and under circumstances that make it reasonable to believe that the information will not be misused or improperly disclosed by the recipient. You must treat all information concerning the Company as confidential and proprietary to the Company. Any uncertainty concerning the disclosure of any such information to other persons in the course of the Company’s business should be immediately brought to the attention of the Company’s Compliance Officer for resolution. You must also refrain from recommending or suggesting that any person engage in transactions in securities, whether of the Company or any other company, while in possession of material, non-public information about those securities or that company. Both the person who provides the information and the person who receives the information are liable under securities laws if the person who receives the information trades in securities based on the provided non-public information.

Trading During Blackout Periods: Company Personnel who are Restricted Personnel (defined below) must not, directly or indirectly, trade in securities of the Company during any Blackout Period. See “Blackout Periods,” below.

ADDITIONAL PROHIBITED TRANSACTIONS APPLICABLE ONLY TO INSIDERS:

The following additional activities are prohibited for directors and officers of the Company or any of its subsidiaries, as well as:

(a)any family member, spouse or other person living in the household or a dependent child of any such director or officer;

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(b)partnerships, trusts, corporations, RRSPs and similar entities over which any such director or officer exercises control or direction;

(c)a person or company who beneficially owns, directly or indirectly, more than 10% of the Company securities (a “significant shareholder”) based on post-conversion beneficial ownership of the Company’s securities;

(d)a management company that provides significant management or administrative services to the issuer or a major subsidiary of the issuer, and every director, officer and significant shareholder of the management company;

(e)any person who may be considered a “reporting insider” of the Company, as such term is defined in National Instrument 55-104 Insider Reporting Requirements and Exemptions; and

(f)any person who may be considered a reporting “officer” (a “Section 16 officer”) of the Company, as such term is defined pursuant to Section 16a-1(f) (“Section 16”) of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Collectively, these persons are referred to in this Policy as “Insiders.”

Short Term or Speculative Transactions in the Company’s Securities:

The Company considers it improper and inappropriate for any Insiders to engage in short-term or speculative transactions in the Company’s securities. It therefore is the Company’s policy that Insiders may not engage in any of the following transactions:

Short-term Trading. Short-term trading of the Company’s securities may be distracting and may unduly focus Insiders on the Company’s short-term stock market performance instead of the Company’s long-term business objectives. For these reasons, any Insider who purchases Company securities in the open market may not sell any Company securities of the same class during the six months following the purchase without pre-clearance. Under very special circumstances, short-term trading may be permitted. The person wishing to sell Company securities during the six months following the open market purchase must first pre-clear the proposed transaction with the Company’s Compliance Officer. Any request for pre-clearance of a short- term trading arrangement must be submitted to the Company’s Compliance Officer at least fivetrading days prior to the proposed execution of the transaction and must set forth a justification for the proposed transaction.

U.S. securities laws additionally prohibit Insiders from realizing any “short-swing profit” in securities of the Company. Any profit realized by directors or officers of the Company or its subsidiaries on a purchase and sale or sale and purchase of the Company’s equity securities within any sixmonth period belongs to and is recoverable by the Company. See “Section 16 Short Swing Trading Rules,” below.

Short Sales. No Insider shall directly or indirectly engage in a short sale of the Company’s securities (other than in connection with “cashless” exercises of stock options under the Company’s equity compensation plans and the number of securities acquired on such exercise equals or exceeds the number of securities sold). A short sale is a sale of securities not owned or fully paid for by the seller or, if owned and fully paid, not delivered against such sale within 20 days thereafter. Investing in securities of the Company provides an opportunity to share in the growth of the Company. However, a short sale of the Company’s securities evidences an expectation on the part of the seller that the securities will decline in value. Such sales put the personal gain of the Insider in conflict with the best interests of the Company. In addition, Section 16(c) of theExchange Act) prohibits officers and directors from engaging in short sales.

Publicly Traded Options. A transaction in publicly traded options is, in effect, a bet on the short-term movement of the Company’s stock and may create the appearance that the Insider is trading based on inside information. Transactions in options also may focus such person’s attention on short-term performance at the expense of the Company’s long-term objectives. Accordingly, transactions in puts, calls or other derivative securities by Insiders, on an exchange or in any other organized market, are prohibited by this Policy. Option positions arising from certain types of hedging transactions are governed by the section below captioned “Hedging Transactions”

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Hedging Transactions. In order to ensure the effectiveness of share ownership policies aimed at aligning the

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interests of Insiders with shareholders, Insiders are not permitted to purchase financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities of the Company granted as compensation or held, directly or indirectly, by the Insider. These types of transactions allow a person to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. These transactions allow the person to continue to own the covered securities, but without the full risks and rewards of ownership. When that occurs, the person may no longer have the same objectives as the Company’s other shareholders. Therefore, the Company prohibits Insiders from engaging in such transactions.

Pledges. Securities pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. Because a foreclosure sale may occur at a time when the pledgor is aware of material non-public information or otherwise is not permitted to trade in Company securities, Insiders are prohibited from pledging Company securities as collateral for a loan. An exception to this prohibition may be granted where a person wishes to pledge Company securities as collateral for a loan (not including margin debt) and clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities. Any Insider who wishes to pledge Company securities as collateral for a loan must submit a request for approval to the Company’s Compliance Officer at least five trading days prior to the proposed execution of documents evidencing the proposed pledge.

Prohibition on Holding Securities in Margin Accounts. Because securities held in a margin account with a broker or bank may be sold without the accountholder’s consent in the event of a margin call, to avoid any risk that a margin call results in the sale of securities issued by the Company at a time when an individual has knowledge of confidential material information or is otherwise prohibited from trading, no Insider shall purchase on margin or hold in a margin account with a brokerage firm, bank or other entity any securities of the Company. This means such persons are prohibited from borrowing from a brokerage firm, bank or other entity in order to purchase the Company securities (other than in connection with “cashless” exercises of stock options under the Company’s equity compensation plans and the exercise price of the securities acquired on such exercise equals or exceeds the amount borrowed).

Pre-Clearance:

Insiders must not, directly or indirectly, trade in securities of the Company in Canada or the United States, except in accordance with the pre-clearance procedures described below (see “Pre- Clearance”).

POST-TERMINATION TRANSACTIONS

This Policy continues to apply to your transactions in Company securities even after your employment or other relationship with the Company and its subsidiaries terminates, for so long as you continue to be in possession of material non-public information. If you are in possession of material non-public information when your employment or other relationship terminates, you may not trade in Company securities until that information has become public or is no longer material.

QUIET PERIODS

To avoid the potential for selective disclosure, or even the appearance of selective disclosure, the Company will observe a quiet period (“Quiet Period”) and will not discuss or comment on the Company’s earnings or financial performance beginning four weeks before the last day of each fiscal quarter and ending when the quarterly or annual financial results (as applicable) are released, except with respect to unsolicited inquiries concerning factual matters about already publicly disclosed information, and where the Disclosure Committee (as defined in the Company’s Corporate Disclosure Policy) has determined that, notwithstanding the Quiet Period, it is in the best interests of the Company to do so.

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BLACKOUT PERIODS

The restrictions on trading in the Company’s securities set out in this section apply to the following persons:

1.all directors, officers and salaried employees of the Company or its subsidiaries;

2.any other employee that the Company’s Compliance Officer designates as being subject to this section;

3.any other person retained by or engaged in business or professional activity on behalf of the Company or any of its subsidiaries (such as a consultant, independent contractor or adviser), that the Company’s Compliance Officer designates as being subject to this section;

4.any family member, spouse or other person living in the household or a dependent child of any of the individuals referred to in Sections (1), (2) or (3) above; and

5.partnerships, trusts, corporations, RRSPs and similar entities over which any of the above- mentioned individuals exercise control or direction.

These persons are collectively referred to in this Policy as “Restricted Personnel”.

Subject to the limited exceptions set out below, Restricted Personnel are prohibited from trading the Company’s securities during each period of time when financial statements are being prepared but results have not yet been publicly disclosed (a “Scheduled Blackout Period”). A Scheduled Blackout Period will commence at 8:00 am (Eastern time) on the first trading day after the period that is 14 calendar days after the end of each fiscal quarter or fiscal year end, as the case may be, and ending after one full trading day following the formal release of such information. If, for example, the Company were to issue a news release disclosing the quarterly or annual financial results prior to the opening of trading on a Monday, Restricted Personnel would be prohibited from trading in the Company’s securities until the opening of trading on Tuesday. If the news release were made on a Monday, but after the opening of trading on that day, Restricted Personnel would be prohibited from trading in the Company’s securities until the opening of trading on Wednesday. In this Policy, a “trading day” shall mean any full day on which any of the Company’s securities trade on either of the Exchanges (or on any other exchanges the Company may become listed on in the future).

Additional restrictions on trading may be prescribed from time to time by the Company’s Compliance Officer as a result of special circumstances (an “Additional Blackout Period” and, together with a Scheduled Blackout Period, a “Blackout Period”). All parties with knowledge of such special circumstances shall be covered by such Additional Blackout Period. Affected parties may include external advisors, such as legal counsel, investment bankers and counter-parties in negotiations of material potential transactions.

Every person subject to a Blackout Period who intends to purchase or sell securities of the Company, directly or indirectly, (or who stands to benefit from a purchase or sale of securities of the Company by a family member) during a trading restriction is required to obtain the prior approval of the Company’s Compliance Officer. The Company’s Compliance Officer may waive the application of any particular Blackout Period in respect of one or more such person(s) when the Company’s Compliance Officer has determined that it is not inappropriate, and the person(s) is/are not privy to non-public material information. Such waiver shall be reported to the Company’s Board.

Subject to any determination to the contrary by the Compliance Officer, Blackout Periods do not apply to:

•trading activities pursuant to a Pre-Approved Trading Plan (defined below);

•the exercise of an option to purchase the Company’s stock issued under a Company equity plan that is settled in cash;

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•the issuance of shares under vested RSUs which were granted previously at a time that did not fall within a Blackout Period, provided that the Blackout Period will apply to the sale of any shares issued under the RSUs; and

•the exercise by the Company of a pre-arranged tax withholding right pursuant to which Restricted

Personnel elect to have the Company withhold and sell shares subject to vested RSUs or other equity award(s) to satisfy tax withholding requirements.

Remember that trading outside the Blackout Periods or being excluded from the list of persons subject to the Blackout Periods will not relieve you from liability if you are aware of material non-public information. All efforts will be made to advise of Blackout Periods as soon as possible; however, it is your responsibility to ensure that you are not in violation of the prohibition against trading during a Blackout Period by pre- clearing transactions in accordance with this Policy.

PRE-CLEARANCE

To help prevent inadvertent violations of securities laws and to avoid even the appearance of trading on inside information, Insiders and any other persons designated by the Company’s Compliance Officer as being subject to the Company’s pre-clearance procedures, together with their family members, may not engage in any transaction in the Company’s securities (including a gift, contribution to a trust, or similar transfer) without first obtaining pre-clearance of the transaction from the Company’s Compliance Officer. The Company’s Compliance Officer will maintain and publish a list of the persons that are subject to the pre-clearance requirements. A request for pre-clearance should be submitted to the Company’s Compliance Officer at least one trading day in advance of the proposed transaction. The Company’s Compliance Officer shall record the date each request is received and the date and time each request is approved or disapproved. Unless revoked, a grant of permission will normally remain valid until the close of trading five trading days following the day on which it was granted. If the transaction does not occur during the five-day period, pre- clearance of the transaction must be re-requested. The Company’s Compliance Officer is under no obligation to approve a trade submitted for pre-clearance and may determine not to permit the trade.

Pre-clearance is not required for purchases and sales of securities under a Pre-Approved Trading Plan (as defined below). With respect to any purchase or sale under a Pre-Approved Trading Plan, the third-party effecting transactions on behalf of the Insider should be instructed to send duplicate confirmations of all such transactions to the Company’s Compliance Officer or the Compliance Officer’s designee.

In the absence of the Compliance Officer, transactions may be pre-cleared by the Chief Financial Officer, provided that any transaction by the Chief Financial Officer or the Chief Financial Officer’s family members may, in the absence of the Compliance Officer, only be approved by the Chief Executive Officer.

In any case where this Policy would require the Company’s Compliance Officer or the Compliance Officer’s family members to obtain pre-clearance of a plan or transaction, such pre-clearance may not be granted by the Company’s Compliance Officer and must instead be granted by the Chief Financial Officer, or in the Chief Financial Officer’s absence, the Chief Executive Officer. In any case where this Policy would require the Chief Executive Officer or their family members to obtain pre-clearance of a plan or transaction, such pre-clearance may not be solely granted by the Company’s Compliance Officer and must instead be granted by the approval of any two of the Executive Chairman of the Company’s Board, the Chief Financial Officer and the Company’s Compliance Officer.

PRE-APPROVED TRADING PLANS

Notwithstanding any of the prohibitions contained in this Policy, Company Personnel may trade in Company securities at any time pursuant to a trading plan that has been properly adopted and is properly administered in accordance with Rule 10b5-1 under the Exchange Act(a “Rule 10b5-1 Plan”) and an

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automatic securities purchase plan or automatic securities disposition plan, as defined in National Instrument 55-104 (an “Automatic Securities Purchase or Disposition Plan,” and together with a Rule 10b5-1 Plan, a “Pre- Approved Trading Plan” or “Plan”).

All adopted Pre-Approved Trading Plans must comply with all applicable policies established by the Company, in addition to complying with applicable Canadian and United States laws.

The rules applicable to Pre-Approved Trading Plans are complex and technical in nature, so you should not employ a Pre-Approved Trading Plan without obtaining advice from legal counsel. A Pre-Approved Trading Plan may not be adopted at any time when you are aware of material non- public information or are subject to a Blackout Period.

Prior to adopting, amending, suspending or terminating a Pre-Approved Trading Plan, the Plan creator must confer with, and obtain the prior approval of, the Company’s Compliance Officer, which will be provided promptly.

Each Pre-Approved Trading Plan must satisfy the following criteria in order to be approved by the Company’s Compliance Officer:

a)the Plan must be in writing;

b)the Plan must not be entered into at a time when the Plan creator has material non-public information;

c)the Plan must be entered into in good faith and not as a plan or scheme to evade the anti-fraud provisions of applicable securities laws, including Rule 10b5-1, and if the Plan creator is a director or Section 16 officer, the Plan creator must certify as such;

d)at the time the Plan is entered into, the Plan creator must be in compliance with this Policy and any applicable Company share ownership policies, and entering into the Plan must not be inconsistent with those policies;

e)the Plan may not be adopted during a Blackout Period. In addition, the Plan creator will be required to certify in writing that, at the time the Plan creator enters into the Plan, the Plan creator has no material non-public information;

f)the Plan must impose a mandatory waiting period between establishment of the Plan and the date the initial trade is made under the Plan, as follows: for directors and officers, SEC rules impose a “cooling off” period such that no trades can be initiated under a trading plan until the later of (1) 90 days after adopting or modifying the plan and (2) two business days after the release of final results on Form 10-Q, Form 10-K or Form 6-K for the fiscal quarter in which the plan was adopted (not to exceed 120 days after adoption). For all other employees, a 30-day cooling off period after adopting or modifying a plan is required under SEC rules before trading may commence;

g)the Plan must have a term of at least six months and no more than two years in order to minimize the need for any voluntary modifications, terminations or suspensions;

h)in order to eliminate any appearance that the Plan creator is trying to trade before a material development is announced, the Plan must not be designed to result in large trades at the beginning of the Plan term, (Plans that could result in large trades at the beginning of the Plan term are permitted if the large trades are the result of a formula that does not favor large trades at the beginning of the Plan term);

i)the Plan’s terms shall specify a non-discretionary trading method, such as through a specified amount of securities to be purchased or sold and the price and date for each purchase or sale or a written formula, algorithm or computer program for determining the amount, price and date for each transaction, and in any event the Plan shall not allow the Plan creator to exercise any subsequent influence over how, when or whether to make purchases or sales;

j)the Plan shall not delegate discretion for trading decisions to a broker or other agent, in order to avoid any inference of the Plan creator’s improper influence or discretion over the Plan;

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k)all Plans must use a broker accepted by the Company as suitable to implement Pre-Approved Trading Plans, rather than necessarily the Plan creator’s own individual broker, in order to avoid any perception that an Insider is inappropriately communicating with or influencing the broker.

This will also support timely trade notifications for Section 16(a) filings;

l)the Company’s Compliance Officer will require a pre-approved form of Plan, which would allow flexibility on specific trading terms of the Plan while ensuring that other Plan provisions remain consistent;

m)the Plan shall prohibit any modification, termination, suspension or lifting of a suspension of the Plan during a Blackout Period, and shall provide that if any modification, termination, suspension or lifting of a suspension is permitted, it must be subject to Company review and pre-approval similar to when the Plan was initially adopted;

n)any modification or change to the amount, price or timing of the purchase or sale under a trading plan is generally a termination of such plan and the adoption of a new plan according to SEC rules;

o)each Plan creator shall have no more than one Pre-Approved Trading Plan outstanding at any time; and

p)the Plan shall otherwise comply with all applicable securities laws.

Transactions must be made strictly in accordance with the terms of the Pre-Approved Trading Plan; the Plan creator must not alter or deviate from the Plan (whether by changing the amount, price or timing of the sale or purchase, or otherwise) and the Plan creator must not enter into or alter a corresponding or hedging transaction or position with respect to the Company’s securities subject to the Plan.

The Company may restrict the number of securities authorized to be traded through a Pre-Approved Trading Plan at any one time or during any specified trading day or period, based on the total trading volume at such time or during such day or period, the total number of securities traded at any one time or during any one period under all outstanding Pre-Approved Trading Plans, or such other criteria as the Company may consider appropriate.

Entering into, renewing, amending, modifying, terminating, suspending or lifting a suspension of a Pre- Approved Trading Plan must be done in good faith and not as part of a plan or scheme to evade the prohibitions of insider trading laws.

The Company may at any time conduct an internal review of Company Personnel trades and compliance with their Pre-Approved Trading Plans. Such reviews may be conducted annually or more frequently, and trades may also be reviewed following extreme price swings in the Company’s stock price.

Once a Pre-Approved Trading Plan is established, the Plan creator may not trade securities of the Company outside of the Plan (other than in underwritten public offerings, the grant of securities by the Company to the Plan creator pursuant to any Company equity plan, or the acquisition of shares upon the exercise of stock options by the Plan creator).

The Company reserves the right to consider and determine whether public announcement of a Pre- Approved Trading Plan should be made, which may include announcement of the adoption, any modification to, and the termination or suspension of the Plan, either through a press release or by a Form 6-K, 8-K or otherwise.

TRANSACTIONS UNDER COMPANY PLANS:

Receipt of Shares Pursuant to Equity Awards. The receipt of shares pursuant to vested RSUs or similar equity awards (other than through the exercise of stock options and SARs) and the exercise of a pre-arranged tax withholding right pursuant to which you previously elected to have the Company withhold

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and sell shares subject to vested RSUs or any other equity award to satisfy tax withholding requirements is exempt from this Policy.

Related Sales. This Policy applies to any sale of stock acquired pursuant to any Company equity plans, including any sale as part of a broker-assisted cashless exercise of an option and any sale necessary to generate the cash needed to pay taxes or any applicable exercise price except through a Pre-Approved Trading Plan or pre-arranged tax withholding right. In other words, even though your acquisition of stock under a Company equity plan may be exempt from or permitted by this Policy, you may not sell the stock you acquire under the Company equity plan, sell stock in anticipation of your acquisition, or engage in any other transactions involving Company securities unless you do so in compliance with this Policy or pursuant to a Pre-Approved Trading Plan or pre- arranged tax withholding right.

INSIDER REPORTING OBLIGATIONS

Immediately after becoming a Reporting Insider and/or Section 16 officer, (as defined in applicable securities law), and immediately following the purchase or sale of securities of the Company, a Reporting Insider and/or Section 16 officer must complete all Insider reports required by applicable securities laws within the prescribed time periods. The Chief Legal Officer of the Company will provide guidance and inform those individuals he or she believes are Reporting Insiders. However, the Company is not responsible for alerting reporting insiders of their obligations or for filing Insider trading reports.

SECTION 16 SHORT SWING TRADING RULES

Section 16(b) of the Exchange Act prevents Insiders from realizing any “short-swing profit” in Company securities. Any profit realized by an Insider on a purchase and sale or sale and purchase of equity securities of the Company within any six-month period belongs to and is recoverable by the Company, and any stockholder may bring an action for collection on behalf of the Company. Your transactions will be matched so that the greatest profit may be recovered. Insiders should carefully review with their legal advisor any proposed transaction to ensure that it will not result in their “profit” being disgorged to the Company.

RULE 144 REQUIREMENTS

All Company securities sold by or on behalf of Insiders in the public market must be sold in accordance with the technical requirements of Rule 144, including the filing of a Form 144 with the SEC prior to or concurrently with the trade, even if the securities were purchased in the open market. A knowledgeable broker can assist you with the necessary paperwork. Please provide advance notice of a proposed sale to the Company’s Compliance Officer in order to expedite the process, resolve any issues and avoid any Rule 144 violations. Please note that special considerations apply to the preparation and filing of Forms 144 that relate to sales pursuant to Pre-Approved Trading Plans.

TRADES BY CONTROL PERSONS

Trades in the securities of the Company by “Control Persons” (as defined in the Securities Act (British Columbia) must meet all the conditions set forth in section 2.8 of National Instrument 45-102 Resale of Securities (“NI 45-102”) and must sign and file on SEDAR a Form 45-102 Notice of Intention to Distribute Securities within the prescribed time periods under Section 2.8 of NI 45-102.

COMPLIANCE

Your actions with respect to matters governed by this Policy are significant indications of your judgment, ethics, and competence. Any actions in violation of this Policy may be grounds for disciplinary action, up to and including immediate dismissal, as well as exposure to civil and criminal liability.

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Exhibit 21.1

ENTITY	Ownership	Place of Incorporation	Principal Place<br><br>of Business
Azarga Resources (HongKong) Ltd.	100% owned by Azarga Resources Ltd.	Hong Kong	Hong Kong
Azarga Resources Canada Ltd.	100% owned by Azarga Resources (Hong Kong) Ltd.	British Columbia	British Columbia
Azarga Resources Ltd	100% owned by Azarga Uranium Corp.	British Virgin Islands	British Virgin Islands
Azarga Resources USA Company	100% owned by Azarga Resources Canada Ltd.	Colorado	Colorado
Azarga Uranium Corp.	100% owned by enCore Energy Corp.	British Columbia	British Columbia
enCore Alta Mesa, LLC	100% owned by JV Alta Mesa LLC	Texas	Texas
enCore Energy Corp.	Parent Company	British Columbia	Texas
enCore Energy Holdings LLC	100% owned by enCore Energy US Holdco LLC	Nevada	Texas
enCore Energy US Corp.	100% owned by 100% owned by	Nevada	Texas
enCore Energy US Holdco LLC	100% owned by enCore Energy US Corp.	Nevada	Texas
HRI-Churchrock, Inc.	100% owned by enCore Energy US Corp.	Delaware	Colorado
JV Alta Mesa LLC	70% owned by enCore Energy US Corp.	Delaware	Texas
Leoncito Plant, LLC	100% owned by JV Alta Mesa LLC	Texas	Texas
Leoncito Project LLC	100% owned by JV Alta Mesa LLC	Texas	Texas
Leoncito Restoration LLC	100% owned by Leoncito Project LLC	Texas	Texas
Metamin Enterprises Inc.	100% owned by enCore Energy US Corp.	Nevada	Utah
NM Energy Holding Corp	100% owned by enCore Energy US Holdco LLC	Texas	New Mexico
NM Energy Holding Corp	100% owned by enCore Energy US Corp.	Nevada	New Mexico
Powertech (USA) Inc.	100% owned by Azarga Uranium Corp.	South Dakota	South Dakota
Ucolo Exploration Corp.	100% owned by URZ Energy Corp.	Utah	Utah
Uranco, Inc.	100% owned by enCore Energy US Holdco LLC	Delaware	Colorado
URI, Inc.	100% owned by enCore Energy US Corp.	Delaware	Texas
URZ Energy Corp.	100% owned by Azarga Uranium Corp.	British Columbia	British Columbia

Document

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the registration statement on Form S-8 (No. 333-273173) of our reports dated March 3, 2025, with respect to the consolidated financial statements of enCore Energy Corporation and the effectiveness of internal control over financial reporting.

/s/ KPMG LLP

Houston, Texas

March 3, 2025

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CONSENT OF RAY MOORES, P.E.

I, Ray Moores, P.E. of Western Water Consultants Inc., dba, WWC Engineering, consent to all references to my name and any quotation from, or summarization of, and my contributions to, Sections 1-5, 16-22 and 24-27 of the technical report summary entitled “Technical Report on the Gas Hills Uranium Project, Fremont and Natrona Counties, Wyoming, USA” dated February 4, 2025 with an effective date of December 31, 2024 (the “Gas Hills Technical Report”) and Sections 1-5, 16-22, and 24-27 of the technical report summary entitled “Technical Report on the South Texas Integrated Uranium Projects, Texas, USA” dated February 13, 2025 with an effective date of December 31, 2024 (the “South Texas Technical Report” and, together with the Gas Hills Technical Report, the “Technical Reports”), prepared by me, included or incorporated by reference in:

i)The Annual Report on Form 10-K for the period ended December 31, 2024 (the “10-K”) of enCore Energy Corp. (the “Company”) being filed with the U.S. Securities and Exchange Commission, and any amendments or supplements thereto; and

ii)The Company’s Form S-8 Registration Statement (File No. 333-273173), and any amendments or supplements thereto.

I further consent to the filing of the Technical Reports as exhibits to the Company’s 10-K.

Date: March 3, 2025

By:	/s/ Ray Moores
Name:	Ray Moores, P.E.

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CONSENT OF CHRISTOPHER MCDOWELL, P.G.

I, Christopher McDowell, P.G. of Western Water Consultants Inc., dba, WWC Engineering, consent to all references to my name and any quotation from, or summarization of, and my contributions to, Sections 1-15 and 23-27 of the technical report summary entitled “Technical Report on the Gas Hills Uranium Project, Fremont and Natrona Counties, Wyoming, USA” dated February 4, 2025 with an effective date of December 31, 2024 (the “Gas Hills Technical Report”) and Sections 1-15 and 23-27 of the technical report summary entitled “Technical Report on the South Texas Integrated Uranium Projects, Texas, USA” dated February 13, 2025 with an effective date of December 31, 2024 (the “South Texas Technical Report” and, together with the Gas Hills Technical Report, the “Technical Reports”), prepared by me, included or incorporated by reference in:

i)The Annual Report on Form 10-K for the period ended December 31, 2024 (the “10-K”) of enCore Energy Corp. (the “Company”) being filed with the U.S. Securities and Exchange Commission, and any amendments or supplements thereto; and

ii)The Company’s Form S-8 Registration Statement (File No. 333-273173), and any amendments or supplements thereto.

I further consent to the filing of the Technical Reports as exhibits to the Company’s 10-K.

Date: March 3, 2025

By:	/s/ Christopher McDowell
Name:	Christopher McDowell, P.G.

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CONSENT OF SOLA PROJECT SERVICES, LLC

We consent to the use of our name, or any quotation from, or summarization of the technical report summary entitled “S-K 1300 Technical Report Summary, Dewey Burdock Project, South Dakota, USA” dated January 6, 2025 with an effective date of October 8, 2024 (the “Dewey Burdock Technical Report”); the technical report summary entitled “S-K 1300 Technical Report Summary for the Alta Mesa Uranium Project, Brooks County, Texas, USA” dated February 19, 2025 and effective December 31, 2024 (the “Alta Mesa Technical Report”); and the technical report summary entitled “S-K 1300 Initial Assessment Technical Report Summary for the Mesteña Grande Project, Brooks and Jim Hogg Counties, Texas, USA” dated February 19, 2025 and effective December 31, 2024 (the Mesteña Grande Technical Report” and, together with the Dewey Burdock Technical Report and Alta Mesa Technical Report, the “Technical Reports”) that we prepared, included or incorporated by reference in:

i)The Annual Report on Form 10-K for the period ended December 31, 2024 (the “10-K”) of enCore Energy Corp. (the “Company”) being filed with the U.S. Securities and Exchange Commission, and any amendments or supplements thereto; and

ii)The Company’s Form S-8 Registration Statement (File No. 333-273173), and any amendments or supplements thereto.

We further consent to the filing of the Technical Reports as exhibits to the Form 10-K.

Date: March 3, 2025

By:	SOLA Project Services, LLC<br><br><br><br>/s/ Stuart Bryan Soliz
Name:	Stuart Bryan Soliz

Title:         Partner

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Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert Willette, certify that:

1.	I have reviewed this Annual Report on Form 10-K of enCore Energy Corp.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 3, 2025

/s/ Robert Willette
Robert Willette
Interim Chief Executive Officer
(Principal Executive Officer)

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Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Shona Wilson, certify that:

1.	I have reviewed this Annual Report on Form 10-K of enCore Energy Corp.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 3, 2025

/s/ Shona Wilson
Shona Wilson
Chief Financial Officer
(Principal Financial Officer)

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Exhibit 32.1

CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of enCore Energy Corp. (the “Company”) for the fiscal year ending December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, William Paul Goranson, Chief Executive Officer of the Company, and Shona Wilson, Chief Financial Officer of the Company, each certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: March 3, 2025	/s/ Robert Willette
---	---
	Robert Willette
	Interim Chief Executive Officer
	(Principal Executive Officer)
Dated: March 3, 2025	/s/ Shona Wilson
---	---
	Shona Wilson
	Chief Financial Officer
	(Principal Financial Officer)