Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

For the month of August 2024

Commission File Number 001-41489

enCore Energy Corp.
(Translation of registrant’s name into English)

101 N. Shoreline Blvd. Suite 450, Corpus Christi, TX 78401
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40F:

Form 20-F ☐ Form 40-F ☒

Incorporation by Reference

Exhibits 99.1 and 99.2 of this Form 6-K of enCore Energy Corp. (the “Company”) are incorporated by reference as additional exhibits to the Company’s Registration Statements on Form F-10 (File Nos. 333-272609 and 333-269428), as amended and supplemented, and the Company’s Registration Statement on Form S-8 (File No. 333-273173), as amended and supplemented.

The following documents are being submitted herewith:

Exhibit		Description
99.1		Unaudited Condensed Interim Consolidated Financial Statements for the six months ended June 30, 2024
99.2		Management Discussion and Analysis for the six months ended June 30, 2024
99.3		Certification of Interim Filings of CEO dated August 14, 2024
99.4		Certification of Interim Filings of CFO dated August 14, 2024

SIGNATURES

Pursuant to the requirements 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.
	(Registrant)

Date: August 14, 2024	By:	/s/ Robert Willette
	Name:	Robert Willette
	Title:	Chief Legal Officer

Exhibit 99.1

Unaudited Condensed Interim Consolidated Financial Statements

For the six months ended

June 30, 2024

(In United States Dollars)

enCore Energy Corp.

Condensed Interim Consolidated Statements of Financial Position

Unaudited – Prepared by Management

As at June 30, 2024 and December 31, 2023

(In USD unless otherwise noted)

	Note		June 30, 2024 $			December 31, 2023 $
Assets
Current assets
Cash				55,749,522			7,493,424
Receivables and prepaid expenses				7,358,733			931,170
Marketable securities		4		16,025,150			16,886,052
Inventory		3		34,031,931			9,077
				113,165,336			25,319,723
Non-current assets
Intangible assets				493,946			513,721
Property, plant, and equipment		5		17,863,010			14,969,860
Marketable securities		4		1,258,207			3,046,787
Mineral properties		7		256,954,190			267,209,138
Mining properties		8		27,477,266			5,301,820
Reclamation deposits		7		-			88,500
Right-of-use asset				407,237			443,645
Restricted cash				7,705,047			7,679,859
Total assets				425,324,239			324,573,053

Liabilities and shareholders’ equity
Current liabilities
Accounts payable and accrued liabilities				3,122,044			3,576,194
Uranium loan liability		6		20,734,442			-
Due to related parties		11		104,737			2,520,594
Lease liability - current				193,244			177,641
				24,154,467			6,274,429
Non-current liabilities
Asset retirement obligations		9		11,113,413			10,827,806
Convertible promissory note		10		-			19,239,167
Lease liability - non-current				243,648			295,147
Total liabilities				35,511,528			36,636,549

Shareholders’ equity
Share capital		10		388,477,140			328,246,303
Equity portion of convertible promissory note		10		-			3,813,266
Contributed surplus		10		23,674,853			19,185,942
Accumulated other comprehensive income				2,920,098			7,944,347
Equity reserves				20,447,042			-
Non-controlling interests				39,021,965			-
Accumulated deficit				(84,728,387	)		(71,253,354	)
Total shareholders’ equity				389,812,711			287,936,504
Total liabilities and shareholders’ equity				425,324,239			324,573,053

Nature of operations and going concern		1
Events after the reporting period		16

Approved on behalf of the Board of Directors on August 14, 2024:

“William M. Sheriff”

Director

“William B. Harris”

Director

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

enCore Energy Corp.

Condensed Interim Consolidated Statements of Loss and Comprehensive Loss

Unaudited – Prepared by Management

(In USD unless otherwise noted)

			Three months ended						Six months ended
	Note		June 30, 2024 $			June 30, 2023 $			June 30, 2024 $			June 30, 2023 $
Revenue				5,319,563			-			35,714,263			-
Cost of goods sold				8,322,298			-			36,374,585			-
Gross Profit				(3,002,735	)		-			(660,322	)		-
Expenses
Accretion		9,10		298,251			736,224			661,650			1,233,717
Amortization and depreciation		5,6,7		532,474			443,398			1,050,123			650,578
Depletion		8		(1,581,474	)		-			-			-
General administrative costs		11		2,444,816			1,358,430			4,351,578			2,513,355
Professional fees		11		996,361			1,435,708			2,548,645			3,548,756
Promotion and shareholder communication				191,557			73,967			646,724			145,900
Travel				119,439			73,379			287,707			217,055
Transfer agent and filing fees				142,921			348,623			305,645			586,387
Staff costs		11		2,003,067			1,400,155			3,936,591			3,841,339
Stock option expense		10,11		1,211,662			1,143,656			2,321,950			2,010,139
Loss from operations				(9,361,809	)		(7,013,540	)		(16,770,935	)		(14,747,226	)

Foreign exchange gain (loss)				1,591,561			(882,750	)		4,255,028			(886,691	)
Gain on divestment of mineral properties		7		-			2,056,638			24,240			2,080,878
Gain on sale of uranium investment				-			858,500			-			1,959,000
Loss on disposal of assets				-			-			(18,028	)		-
Interest expense				(452,430	)		(1,200,000	)		(858,997	)		(1,800,000	)
Interest income				908,754			7,984			1,324,020			328,259
Realized gain on marketable securities		4		136			-			249,746			-
Unrealized loss on marketable securities		4		(1,395,512	)		(1,344,596	)		(2,210,856	)		(1,926,317	)
Net loss for the period before taxes and non controlling interest				(8,709,300	)		(7,517,764	)		(14,005,782	)		(14,992,097	)
less: net loss for the period attributable to: Non controlling interest shareholders				(453,950	)		-			(530,993	)		-
Net loss for the period attributable to: Shareholders of enCore Energy Corp				(8,255,350	)		(7,517,764	)		(13,474,789	)		(14,992,097	)

Currency translation adjustment of subsidiaries				(1,369,076	)		527,479			(5,024,495	)		1,196,959
Comprehensive loss for the period attributable to: Shareholders of enCore Energy Corp				(9,624,426	)		(6,990,285	)		(18,499,284	)		(13,795,138	)

Loss per share
Weighted average number of common shares outstanding
- basic #				178,362,028			135,282,066			178,362,028			135,282,066
- diluted #				178,362,028			135,282,066			178,362,028			135,282,066

Basic and diluted loss per share $				(0.05	)		(0.06	)		(0.08	)		(0.11	)
Diluted loss per share $				(0.05	)		(0.06	)		(0.08	)		(0.11	)

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

enCore Energy Corp.

Condensed Interim Consolidated Statements of Cash Flows

Unaudited

(In USD unless otherwise noted)

	Note		June 30, 2024 $			June 30, 2023 $
Operating activities
Net loss for the period				(14,005,782	)		(14,992,097	)
Accretion		7,11,12		661,650			1,233,717
Amortization and depreciation		5,6,7		1,050,121			650,578
Cost of sales - Depletion				630,044			-
Foreign exchange (gain) loss				(4,255,028	)		886,691
Stock option expense		12,13		2,321,950			2,010,139
Interest income				-			(328,259	)
Gain on divestment of mineral properties		4,7		(24,240	)		(2,056,638	)
Gain on marketable securities - realized		4		(249,746	)		-
Loss on marketable securities - unrealized		4		2,210,856			1,926,317
Gain on sale of uranium		3		-			(1,959,000	)
Changes in non-cash working capital items:
Receivables				(5,361,497	)		(293,700	)
Prepaids and deposits				(1,083,373	)		-
Raw materials				(4,854	)		-
Uranium inventory				(32,348,632	)		-
Deposit - uranium investment		3		-			2,000,000
Restricted cash				(25,377	)		46,974,479
Uranium loan				20,734,442			-
Cash payment for asset retirement obligation				(295,193	)		(161,193	)
Accounts payable and accrued liabilities				(741,257	)		(25,375	)
Due to related parties		13		(2,332,515	)		(346,557	)
				(33,118,431	)		35,519,102

Investing activities
Acquisition of property, plant, and equipment		6		(3,766,350	)		(4,213,821	)
Mineral property expenditures		9		(13,741,829	)		(4,478,260	)
Proceeds from divestment of mineral properties		9		-			24,240
Proceeds from sale of minority interest in subsidiary		10		60,000,000			-
Contributed surplus				3,874,200			-
Proceeds from sale of marketable securities, net		4		44,251			-
Asset acquisition				-			(54,556,796	)
Interest income received				1,324,020			328,259
				47,734,292			(60,937,378	)

Financing activities
Private placement proceeds		12		9,955,318			25,599,809
Share issue costs		12		(50,206	)		(3,443,400	)
Proceeds from the At -the-Market (ATM) sales		12		2,008,261			297,778
Proceeds from exercise of warrants		12		22,051,294			232,236
Proceeds from exercise of stock options		12		1,441,296			305,303
Lease payments		7		(107,955	)		(79,338	)
				35,298,008			22,912,388

Effect of foreign exchange on cash				(1,657,771	)		518,842
Change in cash				48,256,098			(1,987,046	)
Cash, beginning of year				7,493,424			2,512,012
Cash, end of period				55,749,522			524,966

Supplemental cash flow information		15

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

enCore Energy Corp.

Condensed Interim Consolidated Statements of Shareholders’ Equity

Unaudited

(In USD unless otherwise noted)

	Number of shares #		Share capital $			Share subscriptions received $			Convertible promissory note (equity portion) $			Contributed surplus $			Accumulated other comprehensive income (loss) $			Accumulated Deficit $			Non- controlling interest $		Total shareholders’ equity $
January 1, 2023		108,940,051		190,610,250			51,558,624			-			16,218,518			5,530,224			(48,867,377	)		-		215,050,239

Private placement		10,615,650		25,599,809			-			-			-			-			-			-		25,599,809
Conversion of subscriptions to shares		23,277,000		51,814,944			(51,814,944	)		-			-			-			-			-		-
Share issuance costs		-		(6,518,403	)		-			-			1,417,167			-			-			-		(5,101,236	)
Shares issued for exercise of warrants		162,708		232,236			-			-			-			-			-			-		232,236
Shares issued for exercise of stock options		338,280		917,568			-			-			(612,265	)		-			-			-		305,303
Shares issued for ATM		130,101		297,778			-			-			-			-			-			-		297,778
Stock option expense		-		-			-			-			2,010,139			-			-			-		2,010,139
Equity portion of convertible promissory note		-		-			-			3,813,266			-			-			-			-		3,813,266
Conversion of convertible promissory note to shares		-		-			-			-			-			-			-			-		-

Fair value of replacement options for Alta Mesa acquisition (Note 9)		-		-			-			-			81,414			-			-			-		81,414
Cumulative translation adjustment		-		-			256,320			-			-			1,196,959			-			-		1,453,279
Loss for the period		-		-			-			-			-			-			(14,992,097	)		-		(14,992,097	)
June 30, 2023		143,463,790		262,954,182			-			3,813,266			19,114,973			6,727,183			(63,859,474	)		-		228,750,130

January 1, 2024		165,133,798		328,246,303			-			3,813,266			19,185,942			7,944,347			(71,253,354	)		-		287,936,504
Private placement		2,564,102		9,955,318			-			-			-			-			-			-		9,955,318
Cash contributions		-		-			-			-			-			-			-			3,874,200		3,874,200
Share issuance costs		-		(50,206	)		-			-			-			-			-			-		(50,206	)
Shares issued for exercise of warrants		7,467,735		22,270,297			-			-			(219,003	)		-			-			-		22,051,294
Shares issued for exercise of stock options		1,936,867		2,929,532			-			-			(1,488,236	)		-			-			-		1,441,296
Shares issued for ATM		495,765		2,008,261			-			-			-			-			-			-		2,008,261
Stock option expense		-		-			-			-			2,321,950			-			-			-		2,321,950
Equity Reserves		-		-			-			-			-			-			-			20,447,042		20,447,042
Conversion of convertible promissory note to shares		6,872,143		23,117,637			-			(3,813,266	)		-			-			-			-		19,304,371
Non controlling interest		-		-			-			-			-			-			-			39,021,965		39,021,965
Cumulative translation adjustment		-		-			-			-			-			(5,024,495	)		-			-		(5,024,495	)
Loss for the period		-		-			-			-			-			-			(14,005,782	)		530,993		(13,474,789	)
June 30, 2024		184,470,410		388,477,142			-			-			19,800,653			2,919,852			(85,259,136	)		63,874,200		389,812,711

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

enCore Energy Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the six months ended June 30, 2024 and June 30, 2023

(In USD unless otherwise noted)

Nature of operations and going concern

enCore Energy Corp. was incorporated 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, and development of uranium resource properties in the United States. The Company’s corporate headquarters is located at 101 N Shoreline, Suite 560, Corpus Christi, TX 78401. In Q1 2024, the Company’s Rosita project transitioned to production. On February 26, 2024, the Company completed a sale of a 30% interest in the Company’s Alta Mesa project to Boss Energy Limited (“Boss Energy’). The Company’s common shares trade on the TSX Venture Exchange and directly on a U.S. Exchange under the symbol “EU”.

These condensed interim consolidated financial statements (the “financial statements”) have been prepared on the going concern basis which assumes that the Company will continue in operation for the foreseeable future and, accordingly, will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due, under the historical cost convention except for certain financial instruments that are measured at fair value, as detailed in the Company’s accounting policies.

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. 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) will go into effect 90 days after being signed by President Joe Biden on May 13, 2024 and allows for temporary waivers under certain circumstances. However, any waiver must terminate by January 1, 2028, and the ban remains in effect until December 31, 2040.

Material accounting policy information

Basis of preparation

These financial statements, including comparatives, have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IFRS Accounting Standards”), using the same accounting policies as detailed in the Company’s annual audited consolidated financial statements for the year ended December 31, 2023, except as stated below, and do not include all the information required for full annual financial statements in accordance with IFRS.

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated.

The preparation of consolidated financial statements in conformity with IFRS Accounting Standards requires the use of certain critical accounting estimates. It also requires management to exercise judgment in the process of applying the accounting policies. Those areas involving a higher degree of judgment and complexity or areas where assumptions and estimates are significant to the consolidated financial statements are discussed below.

These financial statements were approved for issuance by the Board of Directors on August 14, 2024.

Revenue recognition

The Company supplies uranium concentrates to its customer. Revenue is measured based on the consideration specified in a contract with a customer less fees related to the sale.

enCore Energy Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the six months ended June 30, 2024 and June 30, 2023

(In USD unless otherwise noted)

Material accounting policy information (continued)

The Company recognizes revenue when it transfers control, as described below, over a good or service to a customer. Customers do not have the right to return products, except in limited circumstances. The Company’s sales arrangements with its customers are pursuant to enforceable contracts that indicate the nature and timing of satisfaction of performance obligations, including significant payment terms, where payment is usually due within 30 days. Each delivery is considered a separate performance obligation under the contract.

In a uranium supply arrangement, the Company is contractually obligated to provide uranium concentrates to its customers. Company-owned uranium is delivered to conversion facilities (Converters). When uranium is delivered to Converters, the Converter will credit the Company’s account for the volume of accepted uranium. Based on delivery terms in the sales contract with its customer, the Company instructs the Converter to transfer title of a contractually specified quantity of uranium to the customer’s account at the Converter’s facility. At this point, control has been transferred and enCore recognizes revenue for the uranium supply.

Inventory

Inventories are uranium concentrates, and converted products including chemicals and are measured at the lower of cost and net realizable value. The cost of inventories is based on the first in first out (FIFO) method. Cost includes direct materials, direct labor, operational overhead expenses and depreciation. 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.

Non-controlling interest

The Company applies the requirements of IFRS in accounting for non-controlling interests. A non-controlling interest represents the portion of equity in a subsidiary not attributable, directly or indirectly, to the parent company. The non-controlling interest represented in the financial statements includes the 30% interest Boss obtained in the Alta Mesa JV on February 26, 2024. The initial recognition of the interest was determined by calculating 30% of the total net assets, and the excess contribution was recorded under equity reserves. The subsequent recognition of the non-controlling interest is 30% of the net income of the Alta Mesa entity.

Basis of measurement

These financial statements have been prepared on a historical cost basis except for certain financial instruments which are measured at fair value. All dollar amounts presented are in United States Dollars (“U.S. Dollars”) unless otherwise specified. In addition, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

Consolidation

These financial statements incorporate the financial statements of the Company and its controlled subsidiaries. Control is defined as the exposure, or rights, to variable returns from involvement with an investee and the ability to affect those returns through power over the investee. Power over an investee exists when an investor has existing rights that give it the ability to direct the activities that significantly affect the investee’s returns. This control is generally evidenced through owning more than 50% of the voting rights or currently exercisable potential voting rights of a Company’s share capital. All significant intercompany transactions and balances have been eliminated.

enCore Energy Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the six months ended June 30, 2024 and June 30, 2023

(In USD unless otherwise noted)

Material accounting policy information (continued)

The Company has a 70% interest in a Joint Venture (JV) with Boss Energy Limited (Boss). Under the JV agreement, the Company retained control both before and after Boss acquired their interest. As such, the Company will continue to consolidate the operations of the JV with an offsetting non-controlling interest being recorded on sub-consolidation.

These consolidated financial statements include the financial statements of the Company and its significant subsidiaries listed in the following table:

Name of Subsidiary	Place of Incorporation	Ownership Interest	Principal Activity
Tigris Uranium US Corp.	Nevada, USA	100%	Mineral Exploration
Metamin Enterprises US Inc.	Nevada, USA	100%	Mineral Exploration
URI, Inc.	Delaware, USA	100%	Uranium Producer
Neutron Energy, Inc. ³	Nevada, USA	N/A	Mineral Exploration
Uranco, Inc.	Delaware, USA	100%	Mineral Exploration
Uranium Resources, Inc. ²	Delaware, USA	N/A	Mineral Exploration
HRI-Churchrock, Inc.	Delaware, USA	100%	Mineral Exploration
Hydro Restoration Corp. ¹	Delaware, USA	N/A	Mineral Exploration
Belt Line Resources, Inc.¹	Texas, USA	N/A	Mineral Exploration
enCore Energy US Corp.	Nevada, USA	100%	Holding Company
Azarga Uranium Corp.	British Columbia, CA	100%	Mineral Exploration
Powertech (USA) Inc.	South Dakota, USA	100%	Mineral Exploration
URZ Energy Corp.	British Columbia, CA	100%	Mineral Exploration
Ucolo Exploration Corp.	Utah, USA	100%	Mineral Exploration
JV Alta Mesa LLC	Delaware, USA	70%	Uranium Producer
enCore Alta Mesa LLC	Texas, USA	70%	Uranium Producer
Leoncito Plant, LLC	Texas, USA	70%	Uranium Producer
Leoncito Restoration, LLC	Texas, USA	70%	Uranium Producer
Leoncito Project, LLC	Texas, USA	70%	Uranium Producer
Azarga Resources Limited	British Virgin Islands	100%	Mineral Exploration
Azarga Resources (Hong Kong) Ltd.	Hong Kong	100%	Mineral Exploration
Azarga Resources USA Company	Colorado, USA	100%	Mineral Exploration
Azarga Resources Canada Ltd.	British Columbia, CA	100%	Mineral Exploration

¹	Hydro Restoration Corp. and Belt Line Resources, Inc. were divested in April 2023 (Note 4,7).

Uranium Resources, Inc. was dissolved in 2023.

Neutron Energy, Inc. was divested in July 2023 (Note 4,7).

New standards and interpretations not yet adopted

In April 2024 the International Accounting Standards Board (IASB) issued IFRS 18, Presentation and Disclosure of Financial Statements (IFRS 18). IFRS 18 is effective for periods beginning on or after January 1, 2027, with early adoption permitted. IFRS 18 is expected to improve the quality of financial reporting by requiring defined subtotals in the statement of profit or loss, requiring disclosure about management-defined performance measures, and adding new principles for aggregation and disaggregation of information. The Company has not yet determined the impact of this standard on its disclosures.

enCore Energy Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the six months ended June 30, 2024 and June 30, 2023

(In USD unless otherwise noted)

Material accounting policy information (continued)

Newly adopted standards and interpretations

Effective for annual reporting periods beginning on or after January 1, 2024, the Company adopted the following amendments:

Presentation of financial statements pertaining to liabilities (IAS 1) – the amendment requires an entity to have the right to defer settlement of a liability for at least 12 months after the reporting period to be classified as non-current.

Disclosure of accounting policies (Amendment to IAS 7) – the amendment requires that an entity provides additional disclosures about its supplier finance arrangements relative to the Statement of Cash Flows within the liquidity risk disclosure.

Disclosure of information about international taxes (IAS 12) – the amendment introduces a temporary exception to the requirements to recognize and disclose information about deferred tax assets and liabilities related to Pillar Two income taxes and related disclosures.

The adoption of these amendments did not have a material impact on the results of its operations and financial position.

Inventory

Purchased uranium is categorized in Level 1 of the fair value hierarchy as of December 31, 2023 and categorized as inventory as at June 30, 2024.

As at June 30, 2024, the Company held 335,000 pounds of purchased uranium and 60,189 pounds of produced uranium inventory. Costs of inventory consisted of the following:

	Total
Balance, December 31, 2023	$

Chemicals used in production		104,881
Purchased uranium		29,937,500
Uranium from production		3,989,550
Balance, June 30, 2024		34,031,931

Marketable securities

Premier American Uranium Inc.

On June 27, 2024 American Future Fuels (AMPS) was acquired by Premier American Uranium Inc. (PUR) in an arrangement whereby PUR has acquired all of the outstanding shares of AMPS. Pursuant to the Arrangement, AMPS shareholders received 0.170 of a common share of PUR. The Company disposed of 11,308,250 shares of AMPS and received 1,922,403 shares of PUR as a result of this transaction. As at June 30, 2024, the Company held 1,922,403 shares of PUR. All of the shares held are free trading (the “Trading Shares”) or will become free trading within the next 12 months. These shares have been classified as a current asset on the consolidated statements of financial position, due to the Company’s ability to liquidate those shareholdings within the next 12 months. These shares are carried at a fair value of $2,670,391 (December 31, 2023 - $2,265,794).

enCore Energy Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the six months ended June 30, 2024 and June 30, 2023

(In USD unless otherwise noted)

Marketable securities (continued)

Nuclear Fuels Inc.

In April 2023, the Company divested Belt Line Resources Inc and Hydro Restoration Corp to Nuclear Fuels Inc (“NFI”) pursuant to a Share Purchase Agreement whereby the Company received consideration in the form of 8,566,975 common shares (19.9% of the total shareholding in NFI) with a market value of $0.33 per share. The Company exercised significant judgement in the assessment of the interest in NFI specifically when considering the level of decision-making authority, the Company could exercise over NFI and concluded that NFI is an equity investment recorded and measured at fair value through profit and loss (FVTPL).

During the year ended December 31, 2023, NFI was acquired by Uravan Minerals Inc., who renamed themselves Nuclear Fuels Inc. As a result of this transaction the Company received 696,825 additional shares related to a contractual top up right for a total aggregate ownership of 9,327,800 shares (19.9% of the total shareholding in NFI). The cost base of the Company’s shareholdings of NFI is $2,802,030.

In January 2024, the Company purchased an additional 1,716,260 units of NFI at a price of C$0.60 per unit. Each unit is comprised of 1 common share and one half of a warrant. This investment maintained the Company’s ownership level at 19.9%. The fair value of the NFI warrants at June 30, 2024 is $116,668 (December 31, 2023 - nil).

As at June 30, 2024, 6,846,550 of the shares held in NFI are free trading or will become free trading within the next 12 months. These shares have been classified as a current asset on the consolidated statements of financial position, due to the Company’s ability to liquidate those shareholdings within the next 12 months. As at June 30, 2024, 4,197,510 of the shares have been classified as a non-current asset on the consolidated statements of financial position, due to the Company’s inability to liquidate those shareholdings within the next 12 months. The fair value of the 11,044,060 NFI shares at June 30, 2024 is $3,310,468 (December 31, 2023 - $5,077,980).

Anfield Energy Inc.

In July 2023, the Company divested of Neutron Energy Inc. to Anfield Energy Inc. (“Anfield”) pursuant to a Share Purchase Agreement whereby the Company received consideration of C$5,000,000 and 185,000,000 common shares (19.56% of the total shareholding in Anfield). During the six months ended June 30, 2024, the Company sold 15,000,000 of the shares for gross proceeds of C$1,097,950. The remaining shares were classified as a current asset on the consolidated statements of financial position, due to the Company’s ability to liquidate those shareholdings within the next 12 months. These shares are carried at a fair value of $11,185,830 (December 31, 2023 - $12,589,065).

enCore Energy Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the six months ended June 30, 2024 and June 30, 2023

(In USD unless otherwise noted)

Marketable securities (continued)

In accordance with the Company’s accounting policy, each of these common shares is classified as FVTPL, with gains/losses being recognized to the consolidated statements of loss and comprehensive loss.

The following table summarizes the fair value of the Company’s marketable securities at June 30, 2024:

				Marketable Securities						Warrants
	Volume			Current $			Non-current $			Current $			Total $
Balance, December 31, 2022		11,388,250			3,162,361			784,831			-			3,947,192

Additions		194,247,800			7,022,600			2,792,500			-			9,815,100
Reclass from non-current to current		-			787,559			(787,559	)		-			-
Change in fair value		-			5,732,355			185,480			-			5,917,835
Foreign exchange translation		-			181,177			71,535			-			252,712
Balance, December 31, 2023		205,636,050			16,886,052			3,046,787			-			19,932,839

Additions		3,638,663			758,312			-			-			758,312
Disposals		(26,308,250	)		(552,300	)		-			-			(552,300	)
Reclass from non-current to current		-			741,851			(741,851	)		-			-
Change in fair value		-			(1,370,145	)		(958,225	)		117,514			(2,210,856	)
Foreign exchange translation		-			(555,288	)		(88,504	)		(846	)		(644,638	)
Balance, June 30, 2024		182,966,463			15,908,482			1,258,207			116,668			17,283,357

The realized gain on marketable securities for the six months ended June 30, 2024 was $249,746 (six months ended June 30, 2023 – nil). The unrealized loss on marketable securities for the six months ended June 30, 2024 was $2,210,856 (six months ended June 30, 2023 – $1,926,317).

enCore Energy Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the six months ended June 30, 2024 and June 30, 2023

(In USD unless otherwise noted)

Property, plant, and equipment

In February 2023, through its asset acquisition of Alta Mesa, the Company acquired a variety of property, plant, and equipment assets (Note 8).

In May 2023, the Company acquired proprietary Prompt Fission Neutron (“PFN”) technology and equipment in the amount of $3,100,000 included within “Other property and equipment”. The PFN is amortized over its expected useful economic life of 10 years.

	Uranium plants $			Other property and equipment $			Furniture $			Buildings $			Software $			Total $
Balance, December 31, 2023		10,405,924			4,119,189			84,297			353,055			7,395			14,969,860
Additions		2,773,521			609,570			-			382,737			-			3,765,828
Disposals
Depreciation		(352,569	)		(474,510	)		(17,166	)		(19,386	)		(7,202	)		(870,833	)
Currency translation adjustment		-			(744	)		(908	)		-			(193	)		(1,845	)
Balance, June 30, 2024		12,826,876			4,253,505			66,223			716,406			-			17,863,010

Asset acquisition and disposition

Alta Mesa acquisition

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 $120,574,541.

enCore Energy Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the six months ended June 30, 2024 and June 30, 2023

(In USD unless otherwise noted)

Asset acquisition and disposition (continued)

The transaction did not qualify as a business combination according to the definition in IFRS 3 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		60,000,000
Convertible promissory note		60,000,000
Fair value of replacement options		81,414
Transaction costs		493,127
Total consideration value		120,574,541

Net assets acquired	Amount $
Prepaids		42,374
Property, plant, and equipment		6,111,000
Mineral properties		120,196,484
Asset retirement obligations		(5,488,969	)
Accounts payable and accrued liabilities		(286,348	)
Total net assets acquired		120,574,541

enCore Energy Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the six months ended June 30, 2024 and June 30, 2023

(In USD unless otherwise noted)

Asset acquisition and disposition (continued)

The value of the replacement options has been derived using the Black-Scholes option pricing model. The weighted average assumptions used in the Black-Scholes option pricing model are as follows:

Weighted Average	February 14, 2023
Exercise Price	$	3.10
Share price	$	3.20
Discount Rate		3.39	%
Expected life (years)		5.00
Volatility		99.48	%
Fair value of replacement options (CAD per option):	$	2.43

The fair value of the Replacement Options is based on the issuance of 44,681 options with a fair value of $81,414 (C$108,636).

Alta Mesa joint venture

On December 5, 2023, the Company entered into a Master Transaction Agreement (the “MT Agreement”) with Boss Energy Limited (“Boss Energy”), 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 “JV Company”) that was formed to hold the Alta Mesa project, in exchange for a payment of $60 million. The enCore holds 70% equity in the JV Company.

Upon closing of the Transaction, the parties entered into a joint venture agreement (the “JV Agreement”) which will govern the JV Company. Pursuant to the JV Agreement, enCore will act as manager of the JV Company and will be entitled to a management fee.

Concurrently with the establishment of the JV Company, the parties entered into a uranium loan agreement providing for up to 200,000 pounds of uranium to be lent by Boss Energy to the Company. The loan will bear interest of 9% and be repayable in 12 months in cash or uranium at the election of Boss Energy. After 6 months, the Company can elect to pay off the loan plus $200,000. At June 30, 2024, the Company recorded a deemed value of $20,108,000 for the borrowed uranium along with $626,442 of associated interest.

Boss Energy also acquired 2,564,102 common shares of the Company issued from treasury at a price of $3.90 per share for total proceeds to the Company of $10 million.

Finally, the parties also entered into a strategic collaboration agreement for the collaboration and research to develop the Company’s PFN technology, to be financed equally by each party.

The terms of the JV Agreement and the disposal of a 30% interest in the JV Co. support that control was retained both before and after Boss Energy acquired their interest, and that joint control is not present. As such, Company will continue to consolidate the operations of the JV Co. with an offsetting non-controlling interest being recorded.

The table below is a summary of the accounting for recognition of the initial Non-Controlling Interest on Boss Energy acquiring 30% interest in the JV Company.

Boss Initial Non-controlling Interest	February 26, 2024 $
Cash		60,000,000
Equity Reserves		(20,447,042	)
Non-controlling interest		(39,552,958	)

enCore Energy Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the six months ended June 30, 2024 and June 30, 2023

(In USD unless otherwise noted)

Asset acquisition and disposition (continued)

The table below summarizes the balance of Non-controlling interest at June 30, 2024

Boss Non-controlling Interest	June 30, 2024 $
Initial Non-controlling Interest		(39,552,958	)
Net loss for the period attributable to: Non controlling interest		530,993
Non-controliing interest		(39,021,965	)

Mineral Properties

	Arizona $			Colorado $		New Mexico $			South Dakota $		Texas $			Utah $			Wyoming $			Total $
Balance, December 31, 2022		775,754			578,243		4,905,348			86,220,848		9,144,069			1,840,362			41,754,462			145,219,086
Exploration costs:
Drilling		-			-		-			-		7,300			-			-			7,300
Acquisition, maintenance and lease fees		99,415			4,544		49,370			312,927		121,414,182			49,910			296,298			122,226,646
Consulting		141			4,566		138			4,742		96,937			552			38,511			145,587
Personnel		-			8,069		-			174,850		426,773			-			75,317			685,009
Impairment		-			-		-			-		(1,537,168	)		(658	)		-			(1,537,826	)
Divestment:
Divestment of mineral interest		(358,969	)		-		(2,433,353	)		-		-			-			(376,039	)		(3,168,361	)
Assets held for sale		358,969			-		-			-		-			-			369,913			728,882
Project development costs:
Construction of wellfields		-			-		-			-		1,060,260			-			-			1,060,260
Drilling		-			-		-			-		5,898,856			-			-			5,898,856
Personnel		-			-		-			-		1,245,519			-			-			1,245,519
Reclassification
Reclassification to Mining properties		-			-		-			-		(5,301,820	)		-			-			(5,301,820	)
Balance, December 31, 2023		875,310			595,422		2,521,503			86,713,367		132,454,908			1,890,166			42,158,462			267,209,138
Exploration costs:
Drilling		-			-		-			-		-			-			-			-
Acquisition, maintenance and lease fees		-			-		-			221,796		6,352,283			7,249			148,183			6,729,964
Consulting					12,604		-			36,764		30,689			65			24,684			104,806
Personnel		-			12,595		-			101,918		141,795			-			94,140			350,448
Project development costs:		-			-		-			-		-			-			-			-
Construction of wellfields		-			-		-			-		5,440,226			-			-			5,440,226
Personnel		-			-		-			-		1,503,516			-			-			1,503,516
Reclassification to Mining properties		-			-		-			-		(24,383,908	)		-			-			(24,383,908	)
Balance, June 30, 2024		875,763			620,621		2,521,503			87,073,845		121,539,509			1,897,480			42,425,469			256,954,190

enCore Energy Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the six months ended June 30, 2024 and June 30, 2023

(In USD unless otherwise noted)

Mineral Properties (continued)

Arizona

The Company owns or controls several Arizona State mineral leases and unpatented federal lode mining claims covering acreage in northern Arizona strip district.

At June 30, 2024, the Company held cash bonds for $nil (December 31, 2023 - $85,500) with the Bureau of Land Management. In February, 2024, the bond was released and funds have been returned to the Company.

New Mexico

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 $3,796,000 and 500,000,000 shares of Anfield with a fair value of $7,022,600. (Note 4). The net book value of the subsidiary was $2,433,353 at the transaction date, transaction costs of $423,387 were incurred and $32,826 in currency exchange effect was recognized resulting in a gain on divestment of subsidiary of $7,994,688.

Nose Rock

The Nose Rock Project is located in McKinley County, New Mexico.

Treeline

The Treeline project is located in McKinley and Cibola Counties, Grants Uranium District, 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.

West Largo

The West Largo Project is near the Grants Mineral Belt in McKinley County, New Mexico.

Other New Mexico Properties

The Company holds mineral properties in an area located primarily in McKinley County in northwestern New Mexico.

Under the agreement, Ambrosia retained the right to acquire the uranium mineral rights associated with the property by quit claim deed to be furnished by the Company. In 2023, the Company received an additional payment of $24,240 to extend the option through January 14, 2024 which was recorded on the Company’s consolidated statements of loss and comprehensive loss. In January 2024, Ambrosia exercised its final option to complete the purchase of these rights and the Company received an additional payment of $24,240.

Related to a 2021 agreement, Wildcat Solar Power Plant, LLC exercised its option to acquire rights to certain mineral interests in September 2023. $16,000 was received in consideration. The asset having no net book value at the transaction date, resulted in a gain on disposal of the mineral interests of $16,000 recorded on the Company’s consolidated statement of comprehensive loss.

enCore Energy Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the six months ended June 30, 2024 and June 30, 2023

(In USD unless otherwise noted)

Mineral Properties (continued)

Texas

Rosita

The Rosita Project is located in Duval County, Texas on land owned by the Company.

At December 31, 2023, in accordance with its material accounting policy for mineral properties, the Company assessed its Rosita South Extension mineral property assets for impairment and found that the asset at a carrying value of $6,757,297 and a recoverable value of $5,301,822, resulting in an impairment charge of $1,455,475 on the Company’s consolidation statement of loss and comprehensive loss. Subsequent to recording impairment, the asset was reclassified as a Mining property asset (Note 8).

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 an unrelated company 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 (Note 8).

At June 30, 2024, in accordance with its material accounting policy for mineral properties, the Company assessed its Alta Mesa mineral property assets for impairment and found that the asset had carrying value of $133,271,835 and a recoverable value of $140,749,713 and concluded that the asset was not impaired. The asset was reclassified as a Mining property asset (Note 8) at June 30, 2024.

Mining properties

As noted in Note 7, in December 2023 and June 2024, the Company reclassified its Rosita Extension mineral property and part of its Alta Mesa mineral property to producing mining property.

Significant judgment was used to determine the recoverable value in use of the Rosita Extension and Alta Mesa assets. Recoverability is dependent upon assumptions and judgments in pricing for future uranium sales, costs of production, and mineral reserves. Other assumptions used in the calculation of recoverable amounts are discount rates, future cash flows and profit margins. A 10% change in these assumptions could impact the potential impairment of this asset.

The mining property’s balance at June 30, 2024 and December 31, 2023 consists of:

	Alta Mesa $		Rosita Extension $			Total $
Balance, December 31, 2022		-		-			-
Reclassification from mineral properties		-		5,301,820			5,301,820
Depletion		-		-			-
Balance, December 31, 2023		-		5,301,820			5,301,820
Reclassification from mineral properties		24,383,908		-			24,383,908
Depletion		-		(2,208,462	)		(2,208,462	)
Balance, June 30, 2024		24,383,908		3,093,358			27,477,266

Asset retirement obligations

The Company is obligated by various federal and state mining laws and regulations which require the Company to reclaim surface areas and restore underground water quality for certain assets in Texas, Wyoming, Utah and Colorado. These projects must be returned to the pre-existing or background average quality after completion of mining.

enCore Energy Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the six months ended June 30, 2024 and June 30, 2023

(In USD unless otherwise noted)

Asset retirement obligations (continued)

The Company updates these reclamation provisions based on cash flow estimates, and changes in regulatory requirements and settlements annually. The Company used an inflation factor of 2.5% per year and a discount rate of 11% in estimating the present value of its future cash flows.

The asset retirement obligations balance by project is as follows:

	June 30, 2024 $		December 31, 2023 $
Kingsville		2,576,609		2,458,564
Rosita		1,454,731		1,485,560
Vasquez		43,145		40,896
Alta Mesa		6,771,121		6,574,980
Centennial		168,806		168,806
Gas Hills		63,000		63,000
Ticaboo		36,000		36,000
Asset retirement obligations		11,113,412		10,827,806

The asset retirement obligations continuity summary is as follows:

Asset retirement obligation	$
Balance, December 31, 2022		4,752,352
Additions (Note 6)		5,488,969
Accretion		1,099,119
Settlement		(291,449	)
Change in estimates		(221,185	)
Balance, December 31, 2023		10,827,806
Accretion		580,800
Settlement		(295,193	)
Balance, June 30, 2024		11,113,413

10.

Share capital

The authorized share capital of the Company consists of an unlimited number of common and preferred shares without par value.

During the six months ended June 30, 2024, the Company issued:

2,564,102 units to Boss Energy Limited. for a private placement at a price of $3.90 per unit for gross proceeds of $9,955,318.

ii)

6,872,143 common shares were issued to extinguish the convertible note with a carrying value of $23,117,637

iii)

7,467,735 common shares were issued on the exercise of warrants, for gross proceeds of $22,051,295.

enCore Energy Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the six months ended June 30, 2024 and June 30, 2023

(In USD unless otherwise noted)

10.

Share capital (continued)

iv)

1,936,867 common shares were issued on the exercise of stock options, for gross proceeds of $2,929,532. In connection with the stock options exercised, the Company reclassified $1,488,236 from contributed surplus to share capital.

In June 2023 the Company filed a Canadian short form base shelf prospectus of $140 million 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 $70.0 million. 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. At June 30, 2024, 495,765 common shares were sold in accordance with the Company’s ATM program for gross proceeds of $2,008,261.

During the year ended December 31, 2023, the Company issued:

10,615,650 units for a public offering at a price of C$3.25 per unit for gross proceeds of $25,561,689 (C$34,500,863). 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 C$4.05 for a period of three years. The Company paid commissions of $1,504,047 (C$2,030,012) and other cash issuance costs of $391,939 (C$529,000).

ii)

23,277,000 subscription receipts issued December 6, 2022 at a price of C$3.00 per Subscription Receipts were converted into units for gross proceeds of $51,737,788 (C$69,831,000). 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 at a price of C$3.75 for a period of three years. The Company paid commissions of $3,018,893 (C$4,074,600), other cash issuance costs of $171,365 (C$231,291) and issued 1,350,000 finders’ warrants with a fair value of $1,415,067 (C$1,909,916). 1,066,500 of the finder’s warrants are exercisable into one common share of the Company at a price of C$3.91 for 27 months from closing; 283,500 of the finder’s warrants are exercisable into one common share of the Company at a price of C$3.25 for 27 months from closing. The value of the finders’ warrants was derived using the Black-Scholes option pricing model as follows:

Weighted Average	Finder’s Warrants
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

iii)

6,034,478 common shares were issued on the exercise of warrants, for gross proceeds of $16,995,629.

iv)

575,676 common shares were issued on the exercise of stock options, for gross proceeds of $557,465. In connection with the stock options exercised, the Company reclassified $1,041,239 from contributed surplus to share capital.

In June 2023 the Company filed a Canadian short form base shelf prospectus of $140 million 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 $70.0 million. 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. At December 31, 2023, 15,690,943 common shares were sold in accordance with the Company’s ATM program for gross proceeds of $49,444,256.

enCore Energy Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the six months ended June 30, 2024 and June 30, 2023

(In USD unless otherwise noted)

10.

Share capital (continued)

Stock options

The Company adopted a Stock Option Plan (the “Plan”) under which it is 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 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.

The Company’s stock options outstanding at June 30, 2024 and December 31, 2023, and associated changes, are as follows:

	Period ended June 30, 2024					Year ended December 31, 2023
	Options #			Weighted average exercise price CAD $		Options #			Weighted average exercise price CAD $
Options outstanding, beginning of period/year		8,412,882			2.63		7,235,648			2.52
Granted		2,804,000			5.75		2,670,181			2.85
Exercised		(1,936,867	)		1.01		(575,676	)		1.31
Forfeited/expired		(159,793	)		3.11		(917,271	)		3.20
Options outstanding		9,120,222		$	3.93		8,412,882		$	2.63
Options exercisable		5,273,014		$	3.24		5,921,267		$	2.39

As at June 30, 2024, stock options outstanding were as follows:

			Options Outstanding June 30, 2024				Options Exercisable June 30, 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		1,120,499		0.13	$	0.95		1,120,499	$	0.95
$ 2.40 - 3.79		2,666,556		1.08	$	2.92		1,537,598	$	2.98
$ 4.20 - 5.76		5,333,167		2.19	$	5.05		2,614,917	$	4.38
		9,120,222		3.40	$	3.93		5,273,014	$	3.24

During the six months ended June 30, 2024, the Company granted an aggregate of 2,804,000 stock options to Directors, Officers, employees, and an accounting advisory consultant of the Company. A fair value of C$11,054,708 was calculated for these options as measured at the grant date using the Black-Scholes option pricing model.

enCore Energy Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the six months ended June 30, 2024 and June 30, 2023

(In USD unless otherwise noted)

10.

Share capital (continued)

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 C$5,616,767 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 six months ended June 30, 2024, the Company recognized stock option expense of $2,321,950 (six months ended June 30, 2023 - $2,010,139) 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:

	June 30, 2024		December 31, 2023
Risk-free interest rate		3.39%		3.34%
Expected life of option		5.0 years		5.0 years
Expected dividend yield		0%		0%
Expected stock price volatility		85.01%		95.43%
Fair value per option		C$3.94		C$2.10

Share purchase warrants

A summary of the status of the Company’s warrants as of June 30, 2024, and December 31, 2023, and changes during the period/year then ended is as follows:

	Period ended June 30, 2024					Year ended December 31, 2023
	Warrants #			Weighted average exercise price CAD $		Warrants #			Weighted average exercise price CAD $
Warrants outstanding, beginning of year		31,461,804			4.04		7,494,506			4.43
Granted		500			3.90		30,013,783			3.80
Exercised		(7,467,735	)		4.01		(6,034,479	)		3.35
Expired		(2,746,235	)		5.95		(12,006	)		2.02
Warrants outstanding, end of period/year		21,248,334			3.80		31,461,804			4.04

As of June 30, 2024, share purchase warrants outstanding were as follows:

				Warrants Outstanding June 30, 2024
Warrant price per share		Warrants #		Weighted average remaining life (years)		Weighted average exercise price CAD $
$	3.00 - 4.05		21,248,334		1.62	$	3.80

enCore Energy Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the six months ended June 30, 2024 and June 30, 2023

(In USD unless otherwise noted)

10.

Share capital (continued)

Convertible promissory note

On February 14, 2023, the Company issued a secured convertible promissory note (the “Note”) in connection with the Alta Mesa acquisition (Note 6) with a principal value of $60,000,000. The note had a two-year term bearing interest at 8% per annum.

During the year ended December 31, 2023, the Company paid $40,000,000 of the principal balance off, reducing the outstanding principal balance at that date to $20,000,000. In February 2024, the balance was converted by issuance of 6,872,143 common shares to the debt holder.

A reconciliation of the convertible debenture components is as follows:

	Liability $			Equity $			Total $
Balance, December 31, 2023		19,239,167			3,813,266			23,052,433
Issuance of promissory note		-			-			-
Accretion expense		65,204			-			65,204
Conversion of promissory note to shares		(19,304,371	)		(3,813,266	)		(23,117,637	)
Accrued interest, not yet paid		-			-			-
Balance, June 30, 2024		-			-			-
Liabilities:
Current portion - convertible debenture (accrued interest)		-			-			-
Long term portion - convertible debenture		-			-			-
Balance, June 30, 2024		-			-			-

11.

Related party transactions and balances

Related parties include key management of the Company and any entities controlled by these individuals as well as other entities providing key management services to the Company. 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:

		June 30, 2024 $		June 30, 2023 $
Consulting	(1)		150,000		75,641
Directors’ fees	(2)		153,000		60,500
Staff costs			919,832		1,961,422
Stock option expense			1,589,276		1,571,089
Total key management compensation			2,812,108		3,668,652

(1)

During the six months ended June 30, 2024, the Company incurred communications & community engagement consulting fees of $150,000 (June 30, 2023 - $75,641) according to a contract with 5 Spot Corporation in 2024 and Tintina Holdings, Ltd., in 2023. In July 2023, the Tintina Holdings, Ltd contract was reassigned to 5 Spot Corporation, a new Company owned by the spouse of the Company’s Executive Chairman.

(2)

Directors’ Fees are included in staff costs on the consolidated statements of loss and comprehensive loss.

During the six months ended June 30, 2024, the Company granted 2,010,000 (June 30, 2023 – 2,075,000) options to key management, with a fair value of $5,519,254 (June 30, 2023 - $3,179,305).

enCore Energy Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the six months ended June 30, 2024 and June 30, 2023

(In USD unless otherwise noted)

11.

Related party transactions and balances (continued)

As of June 30, 2024 and December 31, 2023, the following amounts were owed to related parties:

	June 30, 2024 $		December 31, 2023 $
5-Spot Corporation		28,859		12,000
Hovan Ventures LLC		—		7,000
Officers and Board Members		75,878		2,501,594
Total key management compensation		104,737		2,520,594

12.

Management of capital

The Company’s objectives when managing capital are to safeguard its ability to continue as a going concern in order to support the exploration, evaluation, and development of its mineral properties and to maintain a flexible capital structure that optimizes the cost of capital within a framework of acceptable risk. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust its capital structure, the Company may issue new shares, issue debt, and acquire or dispose of assets.

The Company is dependent on the capital markets as its primary source of operating capital and the Company’s capital resources are largely determined by the strength of the junior resource markets, the status of the Company’s projects in relation to these markets, and its ability to compete for investor support of its projects.

The Company considers the components of shareholders’ equity as capital.

There were no changes in the Company’s approach to capital management during the six months ended June 30, 2024, and the Company is not subject to any externally imposed capital requirements.

13.

Financial instruments

Financial instruments include cash, receivables and marketable securities and any contract that gives rise to a financial asset to one party and a financial liability or equity instrument to another party. Financial assets and liabilities measured at fair value are classified in the fair value hierarchy according to the lowest level of input that is significant to the fair value measurement. Assessment of the significance of a particular input to the fair value measurement requires judgement and may affect placement within the fair value hierarchy levels. The hierarchy is as follows:

Level 1 fair value measurements are those derived from quoted prices in active markets for identical assets or liabilities.

Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1, that are observable either directly or indirectly.

Level 3 fair value measurements are those derived from valuation techniques that include inputs that are not based on observable market data.

enCore Energy Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the six months ended June 30, 2024 and June 30, 2023

(In USD unless otherwise noted)

13.

Financial instruments (continued)

Marketable securities are measured at Level 1 of the fair value hierarchy. The Company classifies these investments as financial assets whose value is derived from quoted prices in active markets and carries them at FVTPL.

The Company classifies its cash, restricted cash and receivables as financial assets measured at amortized cost. Accounts payable, lease liability, uranium loan liability, due to related parties, and convertible promissory note are classified as financial liabilities measured at amortized cost. The carrying amounts of receivables, accounts payable, and amounts due to related parties approximate their fair values due to the short-term nature of the financial instruments. The carrying value of the Company’s convertible promissory note, the uranium loan liability and lease liabilities approximates fair value as they bear a rate of interest commensurate with market rates.

Currency risk

Foreign currency exchange risk is the risk that future cash flows, net income and comprehensive income will fluctuate as a result of changes in foreign exchange rates. As the Company’s operations are conducted internationally, operations and capital activity may be transacted in currencies other than the functional currency of the entity party to the transaction.

The Company’s objective in managing its foreign currency risk is to minimize its net exposures to foreign currency cash flows by obtaining most of its estimated annual U.S. cash requirements and holding the remaining currency in Canadian dollars. The Company monitors and forecasts the values of net foreign currency cash flow and consolidated statement of financial position exposures and from time to time could authorize the use of derivative financial instruments such as forward foreign exchange contracts to economically hedge a portion of foreign currency fluctuations.

The following table provides an indication of the Company’s foreign currency exposures during the period/year ended June 30, 2024, and December 31, 2023:

	June 30, 2024 C$			December 31, 2023 C$
Cash		9,369,525			5,120,718
Marketable Securities - Current		21,919,231			22,333,093
Accounts payable and accrued liabilities		(212,047	)		(351,193	)
		31,076,709			27,102,618

A 10% change in Canadian/US foreign exchange rate at period end would have changed the net loss of the Company, assuming that all other variables remained constant, by $2,272,018 for the period ended June 30, 2024 (December 31, 2023 - $2,049,192).

The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Credit risk

Credit risk arises from cash held by banks and financial institutions and receivables. The maximum exposure to credit risk is equal to the carrying value of these financial assets. Some of the Company’s cash is held by a Canadian bank.

enCore Energy Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the six months ended June 30, 2024 and June 30, 2023

(In USD unless otherwise noted)

13.

Financial instruments (continued)

Market risk

The Company is exposed to market risk because of the fluctuating value of its marketable securities (Note 4). The Company has no control over these fluctuations and does not hedge its investments. Based on the June 30, 2024 value of marketable securities every 10% change in the share price of these holdings would have impacted loss for the period/year, by approximately $1,610,000 (December 31, 2023 - $1,689,000) before income taxes.

enCore’s sales contracts typically retain exposure to spot pricing while including minimum floor and maximum ceiling prices, some of which are adjusted upwards annually for inflation. Minimum floor prices are set at levels that provide the Company 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.

Further, the Company still has a significant amount of projects still in the exploration stage. Fluctuations in commodity prices may influence financial markets and may indirectly affect the Company’s ability to raise capital to fund exploration.

Interest rate risk

Interest rate risk mainly arises from the Company’s cash, which receives interest based on market interest rates. The interest rate risk on cash is not considered significant.

Liquidity risk

The Company is primarily engaged in the acquisition, exploration, and development of uranium resource properties in the United States which is subject to significant inherent risk. Declines in the market prices of uranium and delays in the production, changes in the regulatory environment and adverse changes in other inherent risks can significantly and negatively impact the Company’s operations and cash flows and its ability to maintain sufficient liquidity to meet its financial obligations. Adverse changes to the factors mentioned above have impacted the recoverability of the Company’s mineral properties, mining properties, and plant and equipment, which may result in impairment losses being recorded.

The Company’s current operating budget and future estimated cash flows indicate that the Company will generate positive cash flow in excess of the Company’s cash commitments within the twelve-month period following the date these consolidated financial statements were authorized for issuance.

The Company may be required to raise additional funds from external sources to meet these requirements. There is no assurance that the Company will be able to raise such additional funds on acceptable terms, if at all.

If the Company raises additional funds by issuing securities, existing shareholders may be diluted. If the Company is unable to obtain financing from external sources or issuing securities the Company may have difficulty meeting its payment obligations.

14.

Segmented information

The Company operates in a single segment: the acquisition, exploration, and development of mineral properties in the United States.

enCore Energy Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the six months ended June 30, 2024 and June 30, 2023

(In USD unless otherwise noted)

14.

Segmented information (continued)

The table below provides a breakdown of the Company’s long-term assets by geographic segment:

	South Dakota $		Texas $		New Mexico $		Wyoming $		Other States $		Total $
Intangible assets		-		122,399		216,340		-		174,982		513,721
Property, plant and equipment		208,619		14,761,241		-		-		-		14,969,860
Mineral properties		86,713,367		132,454,909		2,521,503		42,158,462		3,360,897		267,209,138
Mining properties		-		5,301,820		-		-		-		5,301,820
Right-of-use assets		-		443,645		-		-		-		443,645
Balance, December 31, 2023		86,921,986		153,084,014		2,737,843		42,158,462		3,535,879		288,438,184

Intangible assets		-		278,147		215,800		-		-		493,947
Property, plant and equipment		205,565		17,657,445		-		-		-		17,863,010
Mineral properties		87,073,845		121,539,509		2,521,503		42,425,469		3,393,864		256,954,190
Mining properties				27,477,266								27,477,266
Right-of-use assets				407,237								407,237
Balance, June 30, 2024		87,279,410		167,359,604		2,737,303		42,425,469		3,393,864		303,195,650

15.

Supplemental cash flows

The Company incurred non-cash financing and investing activities as follows:

	June 30, 2024 $		December 31, 2023 $
Non-cash financing activities:
Share issue costs on finders’ warrants issued		-		1,415,057
Deferred financing costs remaining in accounts payable and accrued liabilities		-		-
		-		1,415,057
Non-cash investing activities:
Mineral property costs included in accounts payable and accrued liabilities		387,131		327,607
Property, plant, and equipment additions included in accounts payable and accrued liabilities		37,078		187,834
Reclamation settlements remaining in accounts payable		-		9,651
Conversion of convertible note to shares		23,117,637		-
Convertible promissory note issued for asset acquisition (Note 10)		-		60,000,000
Marketable securities received on divestitures		-		9,815,100
		23,541,846		70,340,192

There were no amounts paid for income taxes during the period/year ended June 30, 2024, and December 31, 2023.

16.

Events after the reporting period

There were no reportable events completed subsequent to June 30, 2024

Exhibit 99.2

Management’s Discussion & Analysis

For the six months ended

June 30, 2024

enCore Energy Corp.

Management’s Discussion and Analysis

For the six months ended June 30, 2024 and 2023

Introduction

Set out below is management’s assessment and analysis of the results of operations and financial condition of enCore Energy Corp. and its subsidiaries (“enCore”, or the “Company”) for the three and six months ended June 30, 2024. The following information is prepared as of June 30, 2024, and should be read in conjunction with the unaudited condensed consolidated interim financial statements for the six months ended June 30, 2024 and 2023, and the accompanying notes thereto, as well as Management’s Discussion and Analysis for the year ended December 31, 2023, as contained in our Form 40-F Annual Report for 2023, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”). All dollar figures included in this management’s discussion and analysis (“MD&A”) are quoted in United States Dollars unless otherwise indicated. Additional information related to the Company is available on SEDAR+ at www.sedarplus.ca.

Our Business: America’s Clean Energy Company™

Business 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 In-Situ Recovery technology (ISR) 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.¹All of its existing facilities are located in the business-friendly, energy-centric 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 NI43-101 compliant resources are listed below:

Total measured and indicated Mineral Resources	74.42 million lbs U₃O₈
Total inferred Mineral Resources	26.47 million lbs U₃O₈

Although the United States is the world’s largest consumer of uranium and largest producer of nuclear energy, it remains dependent on imported uranium. Due to the current geopolitical environment, the Company expects increasing demand for domestically produced uranium as US utilities transition to domestic supply following the recent ban of Russian supplies. enCore’s strategy is to leverage its uranium production to drive value for its shareholders and be a United States preferred supplier. With current and future sales contracts with nuclear utilities, enCore’s product will fuel clean, reliable and carbon-free electricity generation. Used for nuclear energy, uranium is an important green energy fuel source. Unlike most fossil fuels, the cost of nuclear fuel (uranium) constitutes only a small portion of total power generating costs.

With a diverse portfolio of uranium projects, enCore is prioritizing projects that will utilize ISR technology to produce uranium. ISR, when compared to conventional open pit or underground mining, requires less capital and operating expenditures with a shorter lead time to extraction and a reduced impact on the environment, including minimizing groundwater use. The historic worker safety record in the ISR segment of the mining industry is significantly better than that of conventional underground and open pit uranium mining and milling.

enCore’s production strategy over the next 3 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 ion-exchange (IX) plants employed at various deposits within a 100-mile radius of each plant.

enCore has a significant economic opportunity in the changing and growing uranium market and nuclear energy industry. Its strong technical team forms the basis for its strength with extensive expertise in ISR operations, reclamation, permitting and exploration. The Company has a broad set of uranium assets that provide a growing production pipeline that includes current and near-term production in Texas followed by pipeline projects in South Dakota and Wyoming with longer term production planned from enCore’s extensive resources in New Mexico. The Company enjoys access to a large collection of proprietary databases of United States assets. This gives the Company access to exclusive benefits from historic exploration, development and production data generated over almost 100 years by several major companies including Union Carbide, W.R. Grace, UV Industries, Getty Oil, Uranium Resources Inc. Powertech (USA) Inc., Ucolo Exploration Co., and others.

Domestic Uranium Production Report First-Quarter 2024, Energy Information Administration, May 2024

enCore Energy Corp.

Management’s Discussion and Analysis

For the six months ended June 30, 2024 and 2023

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 ensures 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 February 2024, the Company signed its fifth and sixth supply agreements with two separate US nuclear utilities, and in May 2024, the Company signed its seventh supply agreement. enCore’s sales contracts 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 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. Combined, the Company has 4.5 million lbs U₃O₈ in committed uranium sales contracts from 2024 to 2033. Three of our current contracts provide optionality to add an additional 1.65 million lbs U₃O₈ to 2032. 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 production increased, the company occasionally purchased U₃O₈ in the open market to fill those contractual obligations.

The Rosita Central Processing Plant was the starting point for enCore’s Texas production strategy. In Q1 2024, the Company announced it had commenced uranium production 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. Newly modernized and refurbished in 2023, the Rosita Plant will act as the central processing site for the Rosita South, Upper Spring Creek, and Butler Ranch Uranium Projects.

In February 2023, the Company acquired 100% of the Alta Mesa Project from Energy Fuels, Inc. for $120 million. enCore’s fully licensed Alta Mesa ISR Uranium CPP is located approximately 100 miles southeast of Corpus Christi, TX, and has a production capacity of 1.5 million lbs U₃O₈ per year through its ion exchange system located at the plant. The facility has IX elution, precipitation, drying, and packaging capacity for 2.0 million lbs 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 & 7. The project also has 9 additional mineral resource areas described in the “Our Assets” section of Management’s Discussion and Analysis for the year ended December 31, 2023. In total, the project encompasses mineral leases on 200,000 acres of private land. In February 2024, the Company sold a 30% interest in the Alta Mesa project to Boss Energy Limited for $60 million. The injection of capital to the Company from its the sale of a 30% interest in the Alta Mesa Project will allow the Company to accelerate future production levels in South Texas, Wyoming and South Dakota.

In June 2024, the company announced the successful startup of production at the Alta Mesa Uranium Central Processing Plant (“CPP”) and Wellfield (“Alta Mesa Project”). With the restart of the previously producing Alta Mesa Project, enCore Energy is now the only uranium producer in the United States with multiple production facilities in operation. The initial ramp up will be a progressive process to advance and continually increase uranium production via direct feed to the CPP. enCore is anticipating its first shipment of yellowcake (uranium) from the Alta Mesa Project to occur in approximately 60 to 90 days from date of startup of production.

The Kingsville Dome Central ISR Uranium Processing Plant (Kingsville Dome CPP) is currently maintained and available to increase production capacity as additional satellite plants and production wellfields are brought into production. This facility, similar in size and design to the Rosita facility, has a capacity of 800,000 lbs U₃O₈ per year.

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). 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. The underground injection permits were appealed to the EPA’s Environmental Appeals Board and the aquifer exemption was appealed to the 8th Circuit Court of Appeals. Based on the successful outcome for the company of the appeal of the NRC license, we believe we will also be successful in the appeals of the EPA’s underground injection permits and the aquifer exemption.

enCore Energy Corp.

Management’s Discussion and Analysis

For the six months ended June 30, 2024 and 2023

The Company has commenced the initial permitting work to advance the Gas Hills Uranium Project (Gas Hills) as an ISR uranium recovery operation located in central Wyoming, approximately 60 miles west of Casper, WY. Gas Hills has a current resource and robust economics as described in a 2021 PEA. It is ideally located in the historic Gas Hills Uranium Mining District, a brownfield area of extensive previous mining. The Company has Dewey-Burdock and Gas Hills as its mid-term production assets within the planned production pipeline.

The Company’s New Mexico assets represent a major, long-term asset in our planned production pipeline. enCore holds a dominant position in the historic Grants Uranium District in New Mexico through its control of mineral rights over approximately 500 square miles containing significant uranium resources in several different deposits. The Company is committed to the significant work necessary to overcome legacy issues related to historic uranium mining and milling in New Mexico and its effect on indigenous and local communities. The Company is executing an engagement strategy with local communities to educate one another and work together to realize economic and social benefits of collectively exploiting these significant resources in an environmentally superior way, unlocking the value of the assets to all parties’ benefit. In addition to these more advanced projects, the Company has significant mineral holdings in Wyoming, Arizona, Utah, and Colorado.

enCore has a clear pathway to production across the western United States and is focusing its expansion efforts within jurisdictions with well-established regulatory environments for the development of ISR uranium projects. Both Texas and Wyoming are NRC Agreement states, whereby the Nuclear Regulatory Commission has ceded its regulatory authority to the individual state regulators. This streamlined and mature regulatory process is a demonstrable benefit to the uranium industry within these jurisdictions. The Company is leveraging the near-term production assets in South Texas to support the South Dakota-based Dewey-Burdock and Wyoming-based Gas Hills projects for mid-term production opportunities with advanced projects and established resources. enCore’s significant New Mexico uranium resource endowment provides long-term opportunities and the ability to establish mutually beneficial relationships with indigenous and local communities. The Company also supports communities with local hiring and capital spending in the localities where it works.

ESG Principles

The long-term success of enCore requires the integration of sustainability into all aspects of its business. Leading environmental, social and governance performance 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 for the purpose of making 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.

Please refer to Management’s Discussion and Analysis for the year ended December 31, 2023, as contained in our Form 40-F Annual Report for 2023 on www.sedarplus.ca or on the SEC’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system at www.sec.gov/edgar.

Corporate Highlights for Second Quarter 2024

In April 2024, the Company:

●

Announced that it had suspended its ATM Program with a remaining balance of approximately $18.7 million of common shares available for sale.

●

Announced that it had published its 2023 Annual Report, that is available on the enCore Energy website at htps://encoreuranium.com/investors/annual-report/. The Annual Report outlines enCore’s business plan, the corporate objectives for 2024 and evaluates the Company’s success in meeting its 2023 objectives.

In May 2024, the Company:

●

Announced the appointment of Ms. Kristi Caplan as Corporate Secretary.

●

Entered into its seventh uranium sales agreement.

In June 2024, the Company:

●

Announced the successful startup of production at the Alta Mesa Uranium Central Processing Plant (“CPP”) and Wellfield (“Alta Mesa Project”).

enCore Energy Corp.

Management’s Discussion and Analysis

For the six months ended June 30, 2024 and 2023

Highlights Subsequent to June 30, 2024

●

On July 9, 2024 the Company announced that enCore Energy joined the Texas Nuclear Alliance (TNA). Through this partnership, the company is the first uranium producer to join the TNA, which is the only industry association in Texas dedicated to the advancement of nuclear technology in the state.

Our Assets

The Company has properties across the Western United States. Approximate locations are shown in Figure 1.

Figure 1: Locations of enCore Energy Corp. Projects.

enCore Energy Corp.

Management’s Discussion and Analysis

For the six months ended June 30, 2024 and 2023

Texas

The Company has three licensed and constructed uranium production facilities along with several mineral properties that are owned in fee or leased from private owners. The Figure 2 below describes the location of the uranium production facilities and the production project areas.

Figure 2: enCore Energy Corp. properties in South Texas.

The Kingsville Dome project is located in Kleberg County, Texas. It is a licensed and constructed past operating production facility that is currently maintained in a standby state. The project area consists of mineral properties that are leased by the Company or owned in fee by the Company. The Central Processing Plant is located on land owned by the Company.

The Rosita Project is located in Duval County, Texas. It is a licensed and constructed past operating production facility that is currently operating and producing uranium from the nearby Rosita Extension wellfield. The project area consists of mineral properties that are leased by the Company or owned in fee by the Company. The Central Processing Plant is located on land owned by the Company. The Rosita project also includes the Rosita South Development Area within the project boundary.

The Upper Spring Creek Project consists of two project areas, Brown and Brevard, located in Live Oak and Bee counties in Texas, respectively. The project will be developed and operated as a satellite wellfield operation to be processed at the Rosita Central Processing Plant.

The Butler Ranch Exploration project is located in Karnes County, Texas. The Butler Ranch project will be developed as a satellite wellfield to the Rosita Central Processing Plant.

The Alta Mesa Project consists of 200,000 acres of leased private mineral properties located in Brooks and Jim Hogg Counties, Texas. The Company announced on June 13, 2024, that it had started uranium production operation at the Alta Mesa CPP and wellfield located on Production Area 7 (PAA7). In February 2024, the Company entered into a joint venture with Boss Energy, Ltd. to develop and advance the project. The Company retains ownership of 70% of the project and Boss Energy holds 30%. The Mesteña Grande Exploration project is a portion of the Alta Mesa Project, and it will be developed as multiple satellite wellfields to feed the Alta Mesa Central Processing Plant. The January 2023 N.I. 43-101 Technical Report Summary for the Alta Mesa Uranium Project, Brooks and Jim Hogg Counties, Texas, USA can be found on the Company’s website at https://encoreuranium.com/wp-content/uploads/2023/02/TechReport.pdf.

enCore Energy Corp.

Management’s Discussion and Analysis

For the six months ended June 30, 2024 and 2023

Wyoming

The Gas Hills Project is located in Fremont and Natrona Counties, Wyoming. The August 2021 NI 43-101 Technical Report and Preliminary Economic Assessment Gas Hills Uranium Project in Fremont and Natrona Counties, Wyoming, USA can be found on the Company’s website at https://encoreuranium.com/wp-content/uploads/2022/08/Gas-Hills.pdf.

The Dewey Terrace Exploration project is located in Weston and Niobrara Counties, Wyoming. The project is adjacent to the Company’s NRC licensed Dewey-Burdock Project along the Wyoming-South Dakota state line.

The Aladdin Exploration project is located in Weston County, Wyoming.

The Juniper Ridge Project is located in southern Sweetwater County, Wyoming, near the state line with Colorado.

South Dakota

The Dewey-Burdock Project is an in-situ recovery uranium project located near Edgemont, South Dakota. The December 2020 NI 43-101 Technical Report and Preliminary Economic Assessment of the Dewey-Burdock Uranium ISR Project South Dakota, USA, can be found on the Company’s website at https://encoreuranium.com/wp-content/uploads/2022/02/Azarga-Amended-Technical-Report-Compiled.pdf.

Arizona

The Company owns or controls several Arizona State mineral leases and unpatented federal lode mining claims covering acreage in northern Arizona Strip district.

Colorado

The Centennial Uranium Project is located in northeastern Colorado.

enCore Energy Corp.

Management’s Discussion and Analysis

For the six months ended June 30, 2024 and 2023

New Mexico

The Company has several uranium mineral holdings and project areas in New Mexico.

The Nose Rock Project is located in McKinley County, New Mexico.

The Treeline project is located in McKinley and Cibola Counties, Grants Uranium District, New Mexico.

The Crownpoint-Hosta Butte Uranium Project: the Company owns a 100% interest in the McKinley County 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. The 2022 N.I. 43-101 compliant technical report can be found on the Company’s website at https://encoreuranium.com/wp-content/uploads/2022/03/05.-CPHB-Technical-Report.pdf.

The West Largo Project is near the Grants Mineral Belt in McKinley County, New Mexico.

The Company holds several sections of mineral properties in an area located primarily in McKinley County and Cibola County in northwestern New Mexico. These mineral properties are part of the former railroad checkerboard holdings that the company has acquired over the last several years.

Utah

The Ticaboo project consists of three portions of a claim block located in Garfield County, Utah with low grade uranium ore stockpiles. The Company has a federal Plan of Operation and State of Utah approval for processing of the assets.

The Company owns various mining claims throughout southern Utah, including Emery, Garfield, and San Juan Counties. All of these are in relative proximity to the White Mesa Mill in Blanding County, Utah.

enCore Energy Corp.

Management’s Discussion and Analysis

For the six months ended June 30, 2024 and 2023

Results of Operations:

Three Months Ended June 30, 2024 Compared to Three Months Ended June 30, 2023

The following table summarizes the results of operations for the three months ended June 30, 2024 and 2023:

	Three Months Ended June 30,
	2024 $			2023 $			Increase (Decrease)			Percent Change
Revenue		5,319,563			-			5,319,563			100	%
Cost of goods sold		(8,322,298	)		-			(8,322,298	)		100	%
Operating expenses, excluding stock option expense		(5,147,412	)		(5,869,884	)		722,472			(12	)%
Stock option expense		(1,211,662	)		(1,143,656	)		(68,006	)		6	%
Interest income		908,754			7,984			900,770			11282	%
Interest expense		(452,430	)		(1,200,000	)		747,570			(62	)%
Foreign exchange gain (loss)		1,591,561			(882,750	)		2,474,311			(280	)%
Gain on divestment of mineral interests		-			2,056,638			(2,056,638	)		(100	)%
(Loss) on marketable securities		(1,395,512	)		(1,344,596	)		(50,916	)		4	%
Gain (loss) on sale of asset		-			858,500			(858,500	)		(100	)%
Net Income (loss)		(8,709,436	)		(7,517,764	)		(1,191,672	)		16	%
Basic and diluted earnings (loss) per share1		(0.05	)		(0.06	)		0.01			(19	)%

The following table sets forth selected operating data and financial metrics for uranium sales for the three months ended June 30, 2024 and 2023.

	Three Months Ended				Increase		Percent
	2024		2023		(Decrease)		Change
Volumes Sold (lbs)		90,000		-		90,000		nm
Realized Sales Price ($/lb)		59.11		-		59.11		nm
Costs applicable to revenues ($/lb)		85.47		-		85.47		nm

●

Revenue from uranium for the three months ended June 30, 2024 was $5,319,563 due to the completed sale of 90,000 pounds of our inventories to major U.S. nuclear utilities at a realized sales price of $59.11 per pound of uranium which includes the contractual sales price less sales related costs such as transfer fees . There were no revenues from uranium for the three months ended June 30, 2023.

●

Costs applicable to uranium were $7,692,253 for the three months ended June 30, 2024 related to the completed sale of 90,000 pounds of our inventories at a weighted average cost of $85.47 per pound. The company’s weighted average cost components include cost of purchased uranium and uranium from production. For the three months ended June 30, 2024 the company reported an additional amount of $630,044 for costs related to the sale of 20,000 pounds of inventory in Q1 2024. There were no costs applicable to uranium concentrates for the three months ended June 30, 2023.

●

Operating expenses for the three months ended June 30, 2024, were $5,147,412 as compared to $5,869,884 for the three months ended June 30, 2023. This reduction is primarily due to a reclassification of Q1 2024 depletion costs to inventory in the amount of $1,578,418, largely offset by higher costs that primarily reflect the growth and increased activity levels the Company experienced in 2024.

●

Losses recognized on the fair value of marketable securities remained fairly constant at $1,395,512 for the three months ended June 30, 2024 compared to a loss of $1,344,596 for the three months ended June 30, 2023. This is due to losses in Nuclear Fuels largely offset by gains in other investments.

●

Interest expense for the three months ended June 30, 2024 and June 30, 2023, was $452,430 and $1,200,000, respectively. This reduction is attributable to the Company’s debt pay down of $40,000,000 in 2023 and conversion of the $60,000,000 convertible promissory note in February 2024, partially offset by interest expense on the uranium loan in 2024.

●

Foreign exchange gain for the three months ended June 30, 2024, was $1,591,561 compared to a loss of $882,750 for the three months ended June 30, 2023. This change reflects the increase in assets and liabilities as well as the impact of foreign exchange fluctuations on the Company’s Canadian Dollar denominated financial assets and liabilities.

enCore Energy Corp.

Management’s Discussion and Analysis

For the six months ended June 30, 2024 and 2023

Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023

The following table summarizes the results of operations for the six months ended June 30, 2024 and 2023:

	Six Months Ended June 30,
	2024 $			2023 $			Increase (Decrease)			Percent Change
Revenue		35,714,263			-			35,714,263			100	%
Cost of goods sold		(36,374,585	)		-			(36,374,585	)		100	%
Operating expenses, excluding stock option expense		(13,788,663	)		(12,737,087	)		(1,051,576	)		8	%
Stock option expense		(2,321,950	)		(2,010,139	)		(311,811	)		16	%
Interest income		1,324,020			328,259			995,761			303	%
Interest expense		(858,997	)		(1,800,000	)		941,003			(52	)%
Foreign exchange gain (loss)		4,255,028			(886,691	)		5,141,719			(580	)%
Gain on divestment of mineral interests		24,240			2,080,878			(2,056,638	)		(99	)%
Gain (loss) on marketable securities		(1,961,110	)		(1,926,317	)		(34,793	)		2	%
Gain (loss) on sale of asset		(18,028	)		1,959,000			(1,977,028	)		100	%
Net Income (loss)		(14,005,782	)		(14,992,097	)		986,315			(7	)%
Basic and diluted earnings (loss) per share		(0.05	)		(0.11	)		-			-	%

The following table sets forth selected operating data and financial metrics for uranium sales for the six months ended June 30, 2024 and 2023.

	Six Months Ended				Increase		Percent
	2024		2023		(Decrease)		Change
Volumes Sold (lbs)		410,000		-		410,000		nm
Realized Sales Price ($/lb)		87.11		-		87.11		nm
Costs applicable to revenues ($/lb)		88.72		-		88.72		nm

●

Revenue from uranium for the six months ended June 30, 2024 was $35,714,263 due to the completed sale of 410,000 pounds of our inventories to major U.S. nuclear utilities at a realized sales price of $87.11 per pound of uranium which includes the contractual sales price less sales related costs such as transfer fees . There were no revenues from uranium for the six months ended June 30, 2023.

●

Costs applicable to uranium were $36,374,585 for the six months ended June 30, 2024 related to the completed sale of 410,000 pounds of our inventories at a weighted average cost of 88.72 per pound. The company’s weighted average cost components include cost of purchased uranium and uranium from production. There were no costs applicable to uranium concentrates for the six months ended June 30, 2023.

●

Operating expenses for the six months ended June 30, 2024, were $13,788,663 as compared to $12,737,087 for the six months ended June 30, 2023. This increase primarily reflects the growth and increased activity levels the Company experienced in 2024.

enCore Energy Corp.

Management’s Discussion and Analysis

For the six months ended June 30, 2024 and 2023

●

Losses recognized on the fair value of marketable securities for the six months ended June 30, 2024, were $1,961,110 compared to a loss of $1,926,317 for the six months ended June 30, 2023. This is due to losses in Nuclear Fuels largely offset by gains in other investments.

●

Interest expense for the six months ended June 30, 2024 and June 30, 2023, was $858,997 and $1,800,000, respectively. This reduction is attributable to the Company’s debt pay down of $40,000,000 in 2023 and conversion of the $60,000,000 convertible promissory note in February 2024, partially offset by interest expense on the uranium loan in 2024.

●

Foreign exchange gain for the six months ended June 30, 2024, was $4,255,028 compared to a loss of $886,691 for the six months ended June 30, 2023. This change reflects the increase in assets and liabilities as well as the impact of foreign exchange fluctuations on the Company’s Canadian Dollar denominated financial assets and liabilities.

Liquidity and Capital Resources

As at June 30, 2024, the Company had cash and cash equivalents of $55,749,522 (December 31, 2023 - $7,493,424) and working capital of 89,010,869 (December 31, 2023 - $19,045,294).

On February 26, 2024, pursuant to the terms of a Master Transaction Agreement dated December 5,2023, Boss Energy acquired a 30% equity interest in a new limited liability company (the “JV Company”) that was formed to hold the Alta Mesa project, in exchange for a payment to enCore of $60 million. enCore holds 70% equity in the JV Company. Upon closing of the Transaction, the parties entered into a joint venture agreement (the “JV Agreement”) which will govern the JV Company. Pursuant to the JV Agreement, enCore will act as manager of the JV Company and will be entitled to a management fee. The JV Company will distribute uranium from production at Alta Mesa on a pro rata basis according to enCore and Boss Energy’s ownership interests. In the event a party’s interest falls below 10%, the other party shall have a right to either acquire that interest, or elect to have the interest converted into a 1% production royalty at Alta Mesa.

Concurrently with the establishment of the JV Company, the parties entered into a uranium loan agreement providing for up to 200,000 pounds of uranium to be lent by Boss Energy to enCore. The loan will bear interest of 9% and be repayable in12 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 $200,000. Both the prepayment and the prepayment fee can be paid in cash or uranium at the election of Boss Energy.

Boss Energy also acquired 2,564,102 common shares of enCore at a price of $3.90 per share for total proceeds to enCore of $10 million. The share price was fixed under the Master Transaction Agreement dated December 5, 2023 with the common shares subject to a four-month statutory hold period that expired on June 27, 2024.

Finally, the parties also entered into a strategic collaboration agreement for the joint collaboration and research to develop the Company’s PFN technology, to be financed equally by each party.

Management estimates that it has adequate working capital to fund planned activities for the next year. The Company’s long-term continued operations are dependent on its ability to monetize assets, raise funding from loans or equity financings, deliver uranium into sales at a price above cost, or through other financing arrangements. There is no assurance that future financing activities will be successful.

From January 1 through June 30, 2024, the Company issued:

●

6,872,143 common shares pursuant to the conversion of the outstanding balance on its convertible note by its holder.

●

7,467,735 shares for warrants exercised for gross proceeds of $22,270,297.

●

1,936,867 shares for stock options exercised for gross proceeds of $2,929,532.

●

495,765 shares for its At-The-Market (ATM) program for gross proceeds of $2,008,261.

enCore Energy Corp.

Management’s Discussion and Analysis

For the six months ended June 30, 2024 and 2023

Contractual Purchase Obligations

	Payments Due by Period
Type of Obligation	Total		Less than 1 year		1-3 years		4-5 years		After 5 years
Finance Lease Obligations	$	422,525	$	136,898	$	230,400	$	55,227
Purchase Obligations¹		9,200,000		9,200,000		-		-		-
Other Obligations²		1,518,418		1,483,418		35,000		-		-
Total Contractual Obligations	$	11,140,943	$	10,820,316	$	265,400	$	55,227	$	-

“Purchase Obligation” means an agreement to purchase goods or services that is enforceable and legally binding

“Other Obligations” means other financial liabilities reflected on your company’s statement of financial position.

Transactions with Related Parties

Key management personnel and compensation

Related parties include key management of the Company and any entities controlled by these individuals as well as other entities providing key management services to the Company. 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:

		June 30, 2024 $		June 30, 2023 $
Consulting	(1)	$	150,000	$	75,641
Directors’ fees	(2)		153,000		60,500
Staff costs			919,832		1,961,422
Stock option expense			1,589,276		1,571,089
Total key management compensation		$	2,812,108	$	3,668,652

(1)

(2)

Directors’ Fees are included in staff costs on the consolidated statements of loss and comprehensive loss.

During the six months ended June 30, 2024, the Company granted 2,010,000 (June 30, 2023 – 2,075,000) options to key management, with a fair value of $5,519,254 (June 30, 2023 – $3,179,305).

As of June 30, 2024, and December 31, 2023, the following amounts were owing to related parties:

		June 30, 2024 $		December 31, 2023 $
5 Spot Corp	Consulting services		28,859		12,000
Hovan Ventures LLC	Consulting services		—		7,000
Officers and Board members	Accrued compensation		75,878		2,501,594
			104,737		2,520,594

enCore Energy Corp.

Management’s Discussion and Analysis

For the six months ended June 30, 2024 and 2023

Financial Instruments and financial risk management

Please refer to the December 31, 2023, consolidated financial statements on www.sedarplus.ca or on the SEC’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system at www.sec.gov/edgar.

In January 2024, the Company subscribed to a unit offering with Nuclear Fuels Inc. whereby the Company acquired 1,716,260 units at a price of C$0.60 per unit for gross consideration of C$1,029,756. Each unit is comprised of one common share and one-half of one share purchase warrant, with each whole warrant being exercisable into an additional common share at a price of C$0.80 for a period of 3 years, expiring January 24, 2027.

Off Balance Sheet Arrangements

At June 30, 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.

Accounting Policies and Critical Accounting Estimates and Judgements:

For a complete summary of all of our material accounting policies refer to Note 2: Material Accounting Policy Information of the Notes to the consolidated financial statements, Consolidated Financial Statements and Management’s Discussion and Analysis for the year ended December 31, 2023, in our Annual Report on Form 40-F for 2023 on www.sedarplus.ca or on the SEC’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system at www.sec.gov/edgar.

Other MD&A Requirements

Additional disclosure of the Company’s technical reports, material change reports, news releases and other information can be obtained on SEDAR+ at www.sedarplus.ca or on the SEC’s EDGAR system at www.sec.gov/edgar.

Contingencies

There are no contingent liabilities that have not been disclosed herein.

Proposed Transactions

There are no proposed transactions that have not been disclosed herein.

Risk Factors and Uncertainties

There have been no material changes from the risk factors disclosed in Management’s Discussion and Analysis of our Annual Report on Form 40-F for the year ended December 31, 2023.

Industry Update and Outlook

In May 2024, the World Nuclear Association reported, globally, there are currently 440 operable reactors and 60 reactors under construction. Many nations that have deployed nuclear power are appreciating its clean energy and energy security benefits, reaffirming their commitment, and developing plans to support existing reactor units while reviewing and developing policies to encourage more nuclear capacity. Several non-nuclear countries continue to emerge as candidates for new nuclear capacity. In the European Union (EU), specific nuclear energy projects have been identified for inclusion under its sustainable financing taxonomy and are therefore eligible for access to low-cost financing. In some countries where phase-out policies were previously in place, there have been policy reversals and potential reactor life extensions with public opinion polls showing growing support. In the U.S., several utilities have announced life extensions and power uprates of existing, operating reactors because of government policy changes that are directly supporting nuclear power. With several reactor construction projects recently approved and many more planned around the world, demand for uranium fuel continues to increase.

Ongoing geopolitical events continuing in 2024, the global focus on the climate crisis, and energy security concerns all continued to provide tailwinds to the nuclear energy industry while further highlighting supply and demand challenges. Driven by a tightened uranium market and growing security of supply concerns, uranium prices reached levels not seen since 2008. Significantly, the continuing Russian invasion of Ukraine is impacting global nuclear supply chains including the ability to reliably deliver enriched uranium from Russia to the United States, and to reliably deliver uranium produced in Kazakhstan to western uranium markets.

enCore Energy Corp.

Management’s Discussion and Analysis

For the six months ended June 30, 2024 and 2023

The Company believes that these recent events are resulting in a geopolitical realignment of uranium markets. Nuclear energy is seen as a key source of clean, secure, and affordable energy. Currently, according to the World Nuclear Association, Russia supplies approximately 5% of uranium concentrates globally, 38% of conversion capacity, and 46% of enrichment capacity. In May 2024, H.R. 1042 was signed into law banning the imports of Russian enriched uranium into the United States, effective August 11, 2024, subject to waivers granted for supply for distressed reactors and the national interest, and the ban is fully in effect on January 1, 2028. The Russian import ban is accelerating the realignment that has been occurring as the result of highlighted security of supply risk with a growing primary supply gap and shrinking secondary supplies. At the same time, there has been a significant increase in the focus on the origin of supply. To address these risks, utilities continue to evaluate their nuclear fuel supply chains. Nuclear utility contracting to secure their long-term requirements for conversion and enrichment services we saw in 2023 has continued into 2024. Higher prices across the fuel cycle and annual contracting activity that is getting closer to the rate required to replace what is consumed annually indicate that utilities are returning their focus to secure the uranium necessary to feed those services. The Company expects continued competition among utilities to secure long-term contracts for uranium products and services with proven producers who demonstrate strong environmental, social and governance (ESG) performance and from assets in geopolitically attractive jurisdictions on terms that will ensure the availability of reliable supply to satisfy demand.

Over the last decade, the uranium industry has seen underinvestment in new production capacity, and because of persistent low uranium prices, many producers, including the lowest cost producers, made decisions to leave uranium in the ground or idled capacity to preserve long-term value of their resources. Unplanned supply disruptions related to the COVID-19 pandemic also disrupted uranium mining and processing activities. Despite the increase in prices across most segments of the fuel cycle there has been no material increase in global production due to increased costs, inflationary pressures and uncertainty regarding the continuing and changing geopolitical conditions. The World Nuclear Association’s 2023 Nuclear Fuel Report highlights that nuclear powers contributes of 10 percent of the global electricity demand, accounts for 25 percent of low carbon electricity production, and is expected to play a growing role in future energy supply in a low-carbon economy. Notably, geopolitical instability has led to increased interest in nuclear power for energy security. Three scenarios for nuclear generating capacity are presented in the report, and referred to as Lower, Reference, and Higher Scenarios. In the Reference Scenario (informed by government & utility targets), total nuclear capacity is expected to increase to 444 GWe by 2030 and 686 GWe by 2040, including 35 GWe of generic small modular reactor (SMR) capacity. In the Lower Scenario, nuclear capacity is projected to reach 409 GWe by 2030 and 487 GWe by 2040. In the Upper Scenario, the figures show a higher increase with 490 GWe nuclear capacity by 2030 and 931 GWe by 2040. The report notes that primary production from uranium mines, conversion, and enrichment plants continue to supply the majority of the demand from nuclear reactors. Secondary supply is projected to have a gradually diminishing role in the market, decreasing from the current level of 11-14 percent of global reactor uranium requirements to 4-11 percent by 2040, depending on the scenario.

United States Government Policy

●

The Prohibiting Russian Uranium Imports Act (H.R. 1042) will go into effect 90 days after being signed by President Joseph Biden on May 13, 2024 and allows for temporary waivers under certain circumstances. However, any waiver must terminate by January 1, 2028, and the ban remains in effect until December 31, 2040.

●

On June 18, 2024, the U.S. Senate passed the Accelerating Deployment of Versatile, Advanced Nuclear for Clean Energy (ADVANCE) Act to accelerate the deployment of nuclear energy capacity, including by accelerating the licensing and creating new incentives for advanced nuclear reactor technologies, among them small modular reactors. The Senate introduced the ADVANCE Act in March 2023, and the House of Representatives passed the Fire Grants and Safety Act, which contains the ADVANCE Act, on May 8, 2024. President Joseph Biden signed the Act into law on July 9, 2024.

●

On June 23, 2024, the U.S. Department of Energy released a Request for Proposals (RFP) to supply Low Enriched Uranium (LEU). The purpose of this acquisition is to ensure that, in the event of a supply disruption in the nuclear fuel market, a commercial domestic capacity is available. To accomplish this, DOE intends to acquire LEU from new domestic enrichment capacity to support the commercial availability of LEU for U.S. commercial nuclear energy companies. For this acquisition, all LEU acquired by DOE through this contract shall be enriched and stored in the continental United States, and the RFP places a preference on existing US permitted facilities, and it provides a second preference on new US permitted facilities. The value of the RFP is US$3.7 billion and it is authorized under the Nuclear Fuel Security Act contained within the 2024 National Defense Authorization Act that was signed into law in April 2024.

enCore Energy Corp.

Management’s Discussion and Analysis

For the six months ended June 30, 2024 and 2023

Global Market Developments

●

G7 ministers vowed to strengthen energy security and keep the goal of limiting global warming to 1.5 °C within reach by taking actions to achieve the ambitious energy goals set at the COP28 climate summit in Dubai last December. The ministers also reaffirmed the commitment of the G7 leaders “to reduce dependence on Russian supplies of civilian goods, including by promoting a diversified fuel supply chain that is not influenced by Russia and also intend to assist countries seeking to diversify their supplies.”

●

Japan’s Nuclear Regulation Authority (NRA) has approved the extended operation of Units 3 and 4 (830 MWe PWRs) at Kansai Electric Power Co.’s Takahama Nuclear Power Plant in Fukui prefecture for another 20 years. Japan’s Nuclear Regulation Authority approved the plans to insert fuel rods in Unit 7 (1,315 MWe BWR) at Tokyo Electric Power Co.’s (TEPCO) Kashiwazaki-Kariwa Nuclear Power Plant in Niigata prefecture. A Japanese court has rejected a lawsuit seeking to block the restart of Chugoku Electric’s Shimane Unit 2 (789 MWe BWR) due to safety concerns, dismissing the plaintiffs’ claim that evacuation plans in the event of a natural disaster are inadequate.

●

Korea Hydro & Nuclear Power (KHNP) announced Unit 2 (1,340 MWe APR) at the Shin-Hanul Nuclear Power Plant in South Korea has entered commercial operation following a seven-month commissioning process, Unit 2 is the second of two APR-1400 reactors at the site, where another two are planned for construction as Shin Hanul Units 3 and 4.

●

India is planning to achieve a goal of building 100 GW of nuclear power capacity by 2047. Currently, India’s total nuclear power capacity is nearly 7 GW with another 5.4 GW under construction. Today, the country has 22 operating commercial nuclear reactors, which contributed about 3 percent of the electricity supply in 2022, according to the International Atomic Energy Agency.

US Market Events

●

Georgia Power, a subsidiary of Southern Co., declared on April 29 that Plant Vogtle Unit 4 (1,117 MWe PWR) has entered commercial operation in the US state of Georgia.

●

PSEG subsidiary PSEG Nuclear notified the US Nuclear Regulatory Commission (NRC) of its intent to seek subsequent license renewals for Salem Units 1 and 2 (1,169 & 1,158 MWe PWRs) and the single unit (1,172 MWe BWR) Hope Creek Generating Station, which collectively produce nearly one-half of New Jersey’s electricity and 85 percent of the state’s carbon-free generation.

●

Constellation, which operates the largest commercial reactor fleet in the USA, has filed a subsequent license renewal (SLR) application with the US Nuclear Regulatory Commission (NRC) for its Dresden Clean Energy Center in the state of Illinois. Dresden is currently licensed to operate through 2029 for Unit 2 (894 MWe BWR) and 2031 for Unit 3 (879 MWe BWR).

●

The US Energy Information Administration reported production of uranium concentrate (U₃O₈) for the first quarter ended March 31, 2024, totaled 82,533 pounds U₃O₈, compared to 2,511 pounds U₃O₈ in Q1 2023.

●

TerraPower has initiated the start of construction for the NatriumTM reactor demonstration project, marking the first advanced reactor project to move from design into construction. Upon completion, the Natrium demonstration plant, featuring a 345 MWe sodium-cooled reactor with a molten salt-based energy storage system, will be a fully functioning commercial power plant.

enCore Energy Corp.

Management’s Discussion and Analysis

For the six months ended June 30, 2024 and 2023

Cautionary Notes Regarding Forward-Looking Statements

This MD&A contains statements that, to the extent that they are not historical fact, may constitute “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian and United States securities legislation, respectively. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “project”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes” or variations (including negative variations) of such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements 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;

●

the Company’s plans and expectations for its property, exploration, development, and production;

●

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 (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. The forward-looking statements in this MD&A are based on material assumptions, including the following:

●

the Company budget, including expected levels of exploration, evaluation, development, production and operational activities and costs, as well as assumptions regarding market conditions and other factors upon which we have based the Company’s income and expenditure expectations;

●

assumptions regarding the timing and use of the Company’s cash resources;

●

the Company’s ability to, and the means by which the Company can, raise additional capital to advance other exploration objectives;

●

the Company’s operations and key suppliers, employees, contractors and subcontractors will be available to continue operations;

●

the Company’s ability to obtain all necessary regulatory approvals, permits, and licenses for the Company’s planned activities under governmental and other applicable regulatory regimes;

●

the Company’s expectations for the demand 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;

●

the Company’s expectations regarding spot and long-term prices and realized prices for uranium;

enCore Energy Corp.

Management’s Discussion and Analysis

For the six months ended June 30, 2024 and 2023

●

the Company’s expectations that the Company’s holdings of physical uranium will be helpful in securing project financing and/or in securing long- term uranium supply agreements in the future;

●

the Company’s expectations regarding tax rates, currency exchange rates, and interest rates;

●

the Company’s decommissioning and reclamation obligations and the status and ongoing maintenance of agreements with third parties with respect thereto;

●

the Company’s mineral resource estimates, and the assumptions upon which they are based;

●

the Company’s employees’ and contractors’, ability to comply with current and future environmental, safety and other regulatory requirements and to obtain and maintain required regulatory approvals; and

●

the Company’s operations are not significantly disrupted by political instability, nationalization, terrorism, sabotage, pandemics, social or political activism, breakdown, natural disasters, governmental actions, litigation or arbitration proceedings, equipment or infrastructure failure, labor shortages, transportation disruptions, or other development or exploration risks.

The risks, uncertainties, assumptions and other factors that could cause actual results to differ materially from any future results expressed in or implied by the forward-looking statements in this MD&A include, but are not limited to, the following factors:

●

exploration and development risks;

●

changes in commodity prices;

●

access to skilled mining personnel;

●

results of exploration and development activities;

●

uninsured risks;

●

regulatory risks;

●

defects in title;

●

availability of supplies, timeliness of government approvals and unanticipated environmental impacts on operations;

●

risks posed by the economic and political environments in which the Company operates and intends to operate;

●

the potential for losses arising from the expansion of operations into new markets;

●

increased competition;

●

assumptions regarding market trends and expected demand and desires for the Company’s products and proposed products;

●

reliance on industry manufacturers, suppliers and others;

●

the failure to adequately protect intellectual property;

●

the failure to adequately manage future growth;

enCore Energy Corp.

Management’s Discussion and Analysis

For the six months ended June 30, 2024 and 2023

●

adverse market conditions; and

●

the failure to satisfy ongoing regulatory requirements.

In addition, the risks, assumptions, and other factors set out herein (including under Risk Factors and Uncertainties) and in the Company’s public filings, including its most recent Annual Information Form, could cause actual results to differ materially from any future results expressed in or implied by the forward-looking statements in this MD&A. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. These risks, uncertainties, assumptions and other factors should be considered carefully, and prospective investors and readers should not place undue reliance on the forward-looking statements.

Any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to update any forward-looking statement or information or statements to reflect information, events, results, circumstances or otherwise after the date on which such statement is made or to reflect 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 fact 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.

All of the forward-looking statements contained in this MD&A are qualified by the foregoing cautionary statements.

CAUTIONARY NOTE TO U.S. INVESTORS CONCERNING ESTIMATES OF MEASURED, INDICATED AND INFERRED MINERAL RESOURCES: The Company reports mineral resources on its projects according to Canadian standards, which differ from the requirements of U.S. securities laws. As a result, the Company reports the mineral resources of the projects it has an interest in according to Canadian standards. Canadian reporting requirements for disclosure of mineral properties are governed by National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) – CIM Definition Standards on Mineral Resources and Mineral Reserves, (the “CIM Standards”). NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. The requirements of NI 43-101 and the CIM Standards differ from the requirements of the SEC that are applicable to domestic United States reporting companies under subpart 1300 of Regulation S-K (“S-K 1300”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As an issuer that prepares and files its reports with the SEC pursuant to the multi-jurisdictional disclosure system of the Exchange Act, the Company is not subject to the requirements of S-K 1300. Any mineral resources reported by the Company in accordance with NI 43-101 and CIM Standards may not qualify as such under or differ from those prepared in accordance with S-K 1300. Accordingly, information included in this MD&A concerning descriptions of mineralization and estimates of mineral resources under Canadian standards may not be comparable to similar information made public by United States companies subject to the reporting and disclosure requirements of S-K 1300.

enCore Energy Corp.

Management’s Discussion and Analysis

For the six months ended June 30, 2024 and 2023

Outstanding Share Data

Issued share capital: 181,732,963 common shares

Outstanding stock options:

Expiry Date	Outstanding Options		Average Exercise Price C$
October 2024		66,666		5.76
May 2025		640,499		0.65
September 2025		475,000		1.35
October 2025		5,000		1.20
January 2026		53,333		2.82
February 2026		86,667		6.02
May 2026		182,292		3.89
December 2026		65,000		5.30
January 2027		16,667		5.01
February 2027		2,120,833		4.20
May 2027		83,333		4.32
June 2027		166,667		3.75
November 2027		133,334		3.65
December 2027		50,000		3.30
January 2028		25,000		3.38
February 2028		44,681		3.10
April 2028		67,000		2.61
May 2028		2,014,250		2.79
June 2028		60,000		3.10
October 2028		35,000		4.24
January 2029		125,000		6.25
February 2029		185,000		6.04
March 2029		40,000		5.37
April 2029		37,000		6.20
May 2029		100,000		6.25
June 2029		2,242,000		5.65
		9,120,222

Outstanding share purchase warrants:

Expiry Date	Outstanding Warrants		Exercise Price C$
May 2025		56,444		3.251
February 2026		21,191,890		3.806
		21,248,334

Convertible Promissory note:

A portion of the consideration paid to Energy Fuels, Inc in the Company’s acquisition of the Alta Mesa Project was a $60,000,000 secured vendor take-back convertible promissory note. The Promissory Note had a two-year term and bore interest at 8% per annum.

Exhibit 99.3

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, W. Paul Goranson, Chief Executive Officer of enCore Energy Corp., certify the following:

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of enCore Energy Corp. (the “issuer”) for the interim period ended June 30, 2024.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings,

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)

designed ICFR, or caused it 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 the issuer’s GAAP.

5.1

Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework (2013) published by The Committee of Sponsoring Organizations of the Treadway Commission.

5.2

ICFR – material weakness relating to design: N/A

5.3

Limitation on scope of design: N/A

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning April 1, 2024 and ended on June 30, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: August 14, 2024

“W. Paul Goranson”
W. Paul Goranson
Chief Executive Officer

Exhibit 99.4

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Shona Wilson, Chief Financial Officer of enCore Energy Corp., certify the following:

Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings,

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

(b)

5.1

5.2

ICFR – material weakness relating to design: N/A

5.3

Limitation on scope of design: N/A

Date: August 14, 2024

“Shona Wilson”
Shona Wilson
Chief Financial Officer

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