Mr. William Sheriff reports

ENCORE ENERGY CORP. PRICES UPSIZED $100 MILLION CONVERTIBLE SENIOR NOTES OFFERING

EnCore Energy Corp. has priced $100-million aggregate principal amount of 5.50 per cent convertible senior notes due 2030 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The offering was upsized from the previously announced offering size of $75-million aggregate principal amount of convertible notes. In connection with the offering of the convertible notes, EnCore granted the initial purchasers of the convertible notes a 13-day right to purchase up to an additional $15-million aggregate principal amount of convertible notes. The sale of the convertible notes is expected to close on Aug. 22, 2025, subject to customary closing conditions.

All references to dollar amounts contained in this news release are expressed in United States dollars.

The convertible notes will be senior unsecured obligations of EnCore and will bear interest from, and including, Aug. 22, 2025, at an annual rate of 5.50 per cent, payable semi-annually in arrears on Feb. 15 and Aug. 15 of each year, beginning on Feb. 15, 2026. The convertible notes will mature on Aug. 15, 2030, unless earlier repurchased, redeemed or converted in accordance with their terms. Before May 15, 2030, holders will have the right to convert their convertible notes only upon the occurrence of certain events. At any time from, and including, May 15, 2030, noteholders may convert their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. EnCore will have the right to elect to settle conversions either in cash, in common shares, or in a combination of cash and common shares. The initial conversion rate is 303.9976 common shares per $1,000 principal amount of notes, which represents an initial conversion price of approximately $3.29 per common share. The initial conversion price represents a premium of 27.5 per cent over the last reported sale price of $2.58 per common share on Aug. 19, 2025, on the Nasdaq Capital Market. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events.

The convertible notes will be redeemable, in whole or in part, for cash at EnCore's option at any time, and from time to time, on or after Aug. 21, 2028, and on or before the 40th scheduled trading day immediately before the maturity date, EnCore may redeem for cash all or any portion of the convertible notes, at its option, if the last reported sale price per common share exceeds 130 per cent of the conversion price for a specified period of time. In addition, the convertible notes will be redeemable, in whole and not in part, at EnCore's option at any time in connection with certain changes in tax law. The redemption price will be equal to 100 per cent of the principal amount of the convertible notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

Holders of the convertible notes will be able to require EnCore to repurchase their convertible notes following certain corporate transactions that constitute a fundamental change at a repurchase price equal to the principal amount of the convertible notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date. Following certain corporate transactions that constitute a fundamental change or if EnCore issues a notice of redemption, the company will, in certain circumstances, increase the conversion rate for a holder that elects to convert its convertible notes in connection with such corporate transaction or notice of redemption.

EnCore estimates that the net proceeds from the offering will be approximately $95.3-million (or approximately $109.8-million if the initial purchasers exercise their option to purchase additional convertible notes in full), after deducting the initial purchasers' discounts and commissions and estimated offering expenses. The company intends to use $10.0-million of the net proceeds from the convertible notes offering to pay the cost of entering into capped call transactions in connection with the convertible notes and approximately $10.6-million of the net proceeds from the convertible notes offering to repay amounts outstanding under its loan agreement. EnCore intends to use the remainder of the net proceeds from the convertible notes offering for general corporate purposes. If the initial purchasers exercise their option to purchase additional convertible notes, EnCore intends to use a portion of the additional net proceeds to pay the cost of entering into additional capped call transactions and the remainder of net proceeds for general corporate purposes.

The capped call transactions were privately negotiated with certain financial institutions. The capped call transactions will cover, subject to anti-dilution adjustments, the number of common shares initially underlying the convertible notes, including any additional convertible notes issuable upon exercise of the initial purchasers' option to purchase additional convertible notes.

The cap price of the capped call transactions will initially be $4.52 per share, which represents a premium of 75 per cent over the last reported sale price of EnCore's common shares of $2.58 per share on the Nasdaq Capital Market on Aug. 19, 2025, and is subject to certain adjustments under the terms of the capped call transactions.

The capped call transactions are expected generally to reduce the potential dilution to EnCore's common shares upon any conversion of the convertible notes and/or offset any cash payments EnCore is required to make in excess of the principal amount of converted convertible notes, as the case may be, with such reduction and/or offset subject to a cap.

In connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to enter into various derivative transactions with respect to EnCore's common shares and/or purchase common shares concurrently with or shortly after the pricing of the convertible notes. This activity could increase (or reduce the size of any decrease in) the market price of the company's common shares or the convertible notes at that time.

In addition, the option counterparties or their respective affiliates expect to modify their hedge positions by entering into or unwinding various derivatives with respect to EnCore's common shares and/or purchasing or selling EnCore's common shares or other securities following the pricing of the convertible notes and prior to the maturity of the convertible notes (and are likely to do so during the observation period related to any conversions of the convertible notes on or after May 15, 2030, or following early termination of any portion of the capped call transactions in connection with any repurchase, redemption or early conversion of the convertible notes). This activity could also cause or avoid an increase or decrease in the market price of EnCore's common shares or the convertible notes, which could affect the holders' ability to convert the convertible notes and, to the extent the activity occurs during any observation period related to a conversion of the convertible notes, it could affect the amount of cash and/or the number and value of common shares, if any, that holders will receive upon conversion of the convertible notes.

The convertible notes will be offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A of the securities act.

About EnCore Energy Corp.

EnCore, America's Clean Energy Company, is committed to providing clean, reliable and affordable fuel for nuclear energy as the only United States uranium company with multiple central processing plants in operation. The EnCore team is led by industry experts with extensive knowledge and experience in all aspects of ISR (in situ recovery) uranium operations and the nuclear fuel cycle. EnCore solely utilizes ISR for uranium extraction, a proven technology co-developed by the leaders at EnCore Energy.

Following upon EnCore's demonstrated success in southern Texas, future projects in EnCore's planned project pipeline include the Dewey-Burdock project in South Dakota and the Gas Hills project in Wyoming. The company holds other assets, including non-core assets and proprietary databases. EnCore is committed to working with local communities and indigenous governments to create positive impact from corporate developments.

We seek Safe Harbor.