SEC Form DEF 14A filed by enCore Energy Corp.

enCore Energy Corp.

Notice of Annual General Meeting of Shareholders

To be held on June 11, 2025

The 2025 annual general meeting of shareholders (the “Meeting”) of enCore Energy Corp., a British Columbia corporation (the “Company”), will be held on June 11, 2025, beginning at 11:00 a.m. Central Time. The Meeting will be held exclusively through a virtual format. You will not be able to attend the annual meeting in person. The purpose of the Meeting is:

Accompanying this Notice of Meeting is a form of proxy (“Proxy”) or Voting Instruction Form (“VIF”), and a form whereby shareholders can request to be added to the Company’s supplemental mailing list. The proxy statement provides more detailed information relating to the matters to be addressed at the Meeting, and forms part of this Notice. We have also made available to you the Company’s 2024 annual report.

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

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

Holders of record of the Company’s common shares as of the close of business on April 17, 2025 are entitled to notice of, and to vote at, the Meeting. Accordingly, on or about April 24, 2025, we will begin mailing a Notice of Internet Availability of Proxy Materials to all shareholders of record as of April 17, 2025. We will also post our proxy materials on the website referenced on your Notice of Internet Availability of Proxy Materials at www.proxydocs.com/EU. All shareholders may choose to access our proxy materials online or may request to receive a printed set or e-mail of our proxy materials at no charge as described on your Notice of Internet Availability of Proxy Materials. If you receive a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials in the mail unless you request a copy.

If you are a registered shareholder, please complete, sign and date the form of proxy and return the same within the time and to the location set out in it to vote on the matters for consideration at the Meeting. Non-registered shareholders are requested to read the instructions included in the voting instruction form and the to complete the VIF in accordance with the instructions, and by the deadline, set out therein to vote on the matters for consideration at the Meeting.

Your vote is important. We recommend that you vote your shares in advance of the meeting. We believe it is in the best interests of our shareholders, directors and employers for shareholders to communicate their votes and opinions about the Company in advance of, instead of only at, the meeting. There will be no reception, presentation or refreshments. Accordingly, only registered shareholders and duly appointed proxyholders will be permitted access to the meeting.

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

Please vote by using the Proxy or VIF, as applicable, included with this Notice and the proxy statement and return it before 11:00 a.m. (Central Time) on June 9, 2025, in accordance with the instructions provided.

The Meeting materials will be available at www.proxydocs.com/EU and on the Company’s website on April 24, 2025, and will remain on the website for one full year. The Meeting materials will also be available on the System for Electronic Document Analysis and Retrieval (“SEDAR+”) at www.sedarplus.ca and on the Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”) of the SEC at www.sec.gov on April 24, 2025.

By Order of the Board of Directors,

Robert Willette

Acting Chief Executive Officer and Chief Legal Officer

Dallas, Texas

April 24, 2025

  Table of Contents

enCore Energy Corp.

5950 Berkshire Lane, Suite 210

Dallas, Texas 75225

Proxy Statement

This proxy statement is furnished in connection with the solicitation of proxies by management of enCore Energy Corp., a British Columbia corporation (the “Company”), for use at the Company’s 2025 annual general meeting (the “Meeting”) of shareholders of the Company (the “Shareholders”) to be held on June 11, 2025, beginning at 11:00 a.m. Central Time and any postponement or adjournment thereof for the purposes set forth in the accompanying notice of Meeting. A Notice of Internet Availability of Proxy Materials is being mailed to Shareholders on or about April 24, 2025, and our proxy materials are being posted on the website referenced in the Notice of Internet Availability of Proxy Materials and made available to Shareholders on or about April 24, 2025. If you receive a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials in the mail unless you request a copy. If you receive a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials, please follow the instructions for requesting such materials included in the Notice of Internet Availability of Proxy Materials.

In this proxy statement, references to the “Company,” “enCore” and “we” refer to enCore Energy Corp. “Common Shares” means common shares without par value in the capital of the Company. “Registered Shareholders” means Shareholders whose names appear on the records of the Company as the registered holders of Common Shares. “Non-Registered Shareholders” means Shareholders who do not hold Common Shares in their own name. “Intermediaries” refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Non-Registered Shareholders. Unless otherwise indicated, all references in this proxy statement to “$” refer to US dollars. Except where otherwise indicated, the information contained herein is stated as of April 17, 2025.

General Proxy Information

Solicitation of Proxies

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

Appointment and Revocation of Proxies

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

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

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

Every Proxy may be revoked by an instrument in writing:

or in any other manner provided by law.

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

Exercise of Discretion by Proxyholder

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

In respect of a matter for which a choice is not specified in the Proxy, the persons named in the Proxy will vote the Common Shares represented by the Proxy “FOR” the approval of such matter and “ONE YEAR” for the frequency of future advisory votes on the compensation of our named executive officers. Management is not currently aware of any other matters that could come before the Meeting.

Voting by Non-Registered Shareholders

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

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

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

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

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

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

Exercise of Discretion by Broker

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

Record Date and Quorum

The board of directors (the “Board”) of the Company has fixed the record date for the Meeting as the close of business on April 17, 2025 (the “Record Date”). Shareholders of record as of the Record Date are entitled to receive notice of the Meeting and to vote their Common Shares at the Meeting, except to the extent that any such Shareholder transfers any Common Shares after the Record Date and the transferee of those Common Shares establishes that the transferee owns the Common Shares and demands, not less than ten (10) days before the Meeting, that the transferee’s name be included in the list of Shareholders entitled to vote at the Meeting, in which case, only such transferee shall be entitled to vote such Common Shares at the Meeting.

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

Voting Securities and Principal Holders of Voting Securities

On the Record Date, there were 186,686,281 Common Shares issued and outstanding, with each Common Share carrying the right to one vote. Only Shareholders of record at the close of business on the Record Date will be entitled to vote in person or by Proxy at the Meeting or any adjournment or postponement thereof. To the knowledge of the directors and executive officers of the Company, as of the Record Date, no Shareholders beneficially own, or exercise control or direction over, directly or indirectly, Common Shares carrying 10% or more of the votes attached to the issued and outstanding Common Shares.

Business of the Meeting

Presentation of Financial Statements

The consolidated audited financial statements of the Company for the fiscal year ended December 31, 2024, along with the corresponding Management’s Discussion and Analysis for the same period were mailed to the Company’s registered and non-registered Shareholders who requested it. The Company’s consolidated financial statements, as well as additional information relating to the Company, is also available on enCore’s website at encoreuranium.com, on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

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

Overview of Proposals to be Voted on

The following four proposals are included in this proxy statement at the direction of the Board. The Board unanimously recommends that you vote (1) “FOR” the re-election of our eight existing directors, (2) “FOR” the “say-on-pay” proposal; (3) “ONE YEAR” for the “say-on-frequency” proposal; and (4) “FOR” the appointment of KPMG as the Company’s independent registered public accounting firm for the ensuing year and authorization of the directors to fix the remuneration to be paid to the auditor.

Proposal 1 –

Election of Directors

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

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

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

Nominees to be Elected for Terms Expiring at the Annual General Meeting in 2026

Notes regarding Director Nominees:

⁽¹⁾ The information as to principal occupation, business or employment is not within the knowledge of the management of the Company and has been furnished by the respective nominees. Unless otherwise stated above, any nominees named above not elected at the last annual general meeting have held the principal occupation or employment indicated for at least the five preceding years.

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

Director Skills

Integrity and Accountability

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Business Judgment

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Senior Leadership

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Health and Safety

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Risk Management

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Interpersonal Skills

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Environmental Impact

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Strategy Development and Implementation

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Business Growth and Transformation

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Management and Networking Skills

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Sustainability

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Stakeholder Engagement

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Operational Excellence

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Executive Performance Management

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Public Company

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Financial Skills

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Compliance and Audit

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New Board Director Recruitment and Selection

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International Business Experience

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Human Resources

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Mining Industry

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Investor Relations

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Information Technology and Cybersecurity

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Corporate Cease Trade Orders or Bankruptcies

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

was subject to an order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or		was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer;

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

a cease trade order;		an order similar to a cease trade order; or		an order that denied the relevant company access to any exemption under securities legislation,

that was in effect for more than 30 consecutive days.

Ms. Nieuwoudt previously served as a director of Independence Contact Drilling Inc. (“ICD”) from January 19, 2021 to August 16, 2024. On December 2, 2024, ICD commenced voluntary Chapter 11 proceedings and filed a prearranged Chapter 11 plan of reorganization under the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas. The plan of reorganization was confirmed by the court on January 9, 2025 and effective January 17, 2025.

Mr. Willette previously served as Senior Vice President, General Counsel, Chief Compliance Officer, Corporate Secretary and Chief ESG Officer at CARBO Ceramics, Inc. (“CARBO”) from October 2017 until October 2020. On March 29, 2020, CARBO commenced voluntary Chapter 11 proceedings and filed a prearranged Chapter 11 plan of reorganization under the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas. The plan of reorganization was confirmed by the court on June 18, 2020 and effective July 2, 2020.

Proposal 2 –

Advisory Vote to Approve

the Compensation of our Named Executive Officers

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

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

“RESOLVED, that the compensation of the Company’s named executive officers, as disclosed pursuant to the rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby APPROVED.”

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

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

Proposal 3 –

Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of our Named Executive Officers

Pursuant to Section 14A of the Exchange Act, we are submitting the frequency of advisory votes on the compensation of our named executive officers to an advisory vote of our Shareholders. In voting on this proposal, Shareholders may indicate whether they would prefer that we conduct future advisory votes on executive compensation every one year, every two years or every three years. Shareholders also may, if they wish, abstain from voting on this proposal.

Our Board has determined that an advisory vote each year on executive compensation is the most appropriate approach for the Company and its Shareholders. In making its recommendation, our Board considered that an annual advisory vote on executive compensation allows our Shareholders to provide us with timely and direct input on our compensation policies, programs and practices.

Our Board recommends that you vote for an annual advisory vote on executive compensation. You may select “One Year”, “Two Years”, “Three Years” or “Abstain” with respect to this “say-on-frequency” proposal. You are not voting to approve or disapprove the Board’s recommendation on this “say-on-frequency” proposal. The selection that receives the most votes cast among one, two and three years will be deemed to be the frequency option approved by the Shareholders and recommend to the Board. Abstentions and broker non-votes are not considered votes cast and will have no effect on the outcome of this proposal.

This vote is advisory and is not binding on the Company or our Board. However, our Board intends to evaluate the voting results on this proposal in determining how frequently the Company will submit advisory votes on executive compensation to our Shareholders.

The proxy card provides Shareholders with the opportunity to choose among four options (holding the vote every one, two or three years, or abstaining). Shareholders are not voting to approve or disapprove the recommendation of the Board.

Proposal 4 –

Appointment and Remuneration of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for 2025

The Board recommends that Shareholders vote to appoint KPMG as the Company’s independent registered public accounting firm for 2025 and to authorize the directors to fix their remuneration. The power to fix the remuneration of the auditor has been delegated by the Board to the Audit Committee.

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

Selection. KPMG has served as the Company’s independent registered public accounting firm since November 2024 and has been selected by the Audit Committee to serve as the Company’s independent registered public accounting firm for 2025.

Change in Accountants. On November 15, 2024, the Company appointed KPMG as its independent registered public accounting firm for the fiscal years ended December 31, 2024, 2023 and 2022. From inception through the interim period on or prior to the appointment of KPMG, neither the Company nor anyone on its behalf has consulted with KPMG on either (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, or (b) any matter that was the subject of a disagreement, as that term is defined in Item 304 of Regulation S-K under the Exchange Act (“Regulation S-K”) or a reportable event as set forth in Item 304 of Regulation S-K.

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

A copy of the reporting package required by National Instrument 51-102 with respect to the resignation of Davidson and the appointment of KPMG as auditor for the Company, including the Notice of Change of Auditor, a letter from Davidson, and a letter from KPMG are attached to this proxy statement as Appendix “B.” A copy of Davidson’s letter addressed to the SEC is filed as Exhibit 16.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 3, 2025 and attached hereto in Appendix “B.”

Audit and Non-Audit Fees. The following table presents fees for audit services rendered by KPMG during the year ended December 31, 2024, and our former independent public accounting firm, Davidson, for the year ended December 31, 2023.

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

The Audit Committee has adopted a policy to pre-approve all audit and permitted non-audit services provided by our principal independent accountants. All audit and non-audit services for 2024 were pre-approved by the Audit Committee.

Corporate Governance

Board of Directors

The composition of the Board currently consists of the following eight members: William M. Sheriff, Dennis E. Stover, William B. Harris, Mark S. Pelizza, Susan Hoxie-Key, Stacy Nieuwoudt, Robert J. Willette and Nathan A. Tewalt. There are currently five Board members, William B. Harris, Mark S. Pelizza, Susan Hoxie-Key, Stacy Nieuwoudt and Nathan A. Tewalt, who are considered to be independent for purposes of membership on the Board in accordance with Nasdaq rules and applicable Canadian securities laws. It is proposed that all eight individuals will be nominated for election at the Meeting. Each director serves a one-year term expiring at each annual general meeting of Shareholders and lasting until his or her respective successor is duly elected and qualified.

Other Directorships

The following table sets forth the directors of the Company who are currently directors of other US and/or Canadian reporting issuers as of April 17, 2025:

Director Compensation

Summary of 2024 Director Compensation

Directors who are officers of the Company do not receive compensation for their service as directors.

We provide the following compensation for non-management directors:

Additionally, we compensate non-management directors in stock options, which generally vest in ratable 6-month installments over a period of two years from the date of grant. In 2024, Messrs. Pelizza and Cherry, and Ms. Hoxie-Key each received 150,000 stock options, Mr. Harris received 200,000 stock options, and Ms. Nieuwoudt received 225,000 stock options. We also reimburse directors for all expenses incurred in attending Board and committee meetings.

Changes to Director Compensation for 2025

The Compensation Committee engaged Ernst & Young LLP, the Compensation Committee’s independent compensation consultant, to review and make recommendations regarding the Company’s director compensation program. Based on Ernst & Young’s recommendations, the Compensation Committee determined that no significant changes were needed to its director compensation program.

Director Compensation Table

The following table provides information regarding the compensation of our non-management directors for the year ended December 31, 2024. As officers of the Company during 2024, Messrs. Sheriff and Goranson were not eligible for additional compensation in connection with their service on the Board. The compensation paid to Dr. Stover, who is an NEO for 2024 due to his service as interim CFO through February 14, 2024, in connection with his service as a non-employee director is reported below under the “All Other Compensation” column of the Summary Compensation Table.

Director Independence

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

Chair of the Board

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

Corporate Governance

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

Based on this review, we have established and adopted a Board Mandate, the text of which is attached as Appendix “A” to this proxy statement, and charters for the Audit Committee, Compensation Committee and Governance and Nominating Committee, as well as a Code of Business Conduct and Ethics (the “Code”) applicable to all of our directors, officers and employees.

Our Board Mandate, committee charters and Code are available on our website (www.encoreuranium.com) in the Corporate—Governance section. Copies of these documents are also available upon written request to our Corporate Secretary at c/o enCore Energy Corp., 5950 Berkshire Lane, Suite 210, Dallas, Texas 75225, Attn: Corporate Secretary. We will post information regarding any amendment to, or waiver from, the Code on our website in the Governance section.

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

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

Position Descriptions

The Board has adopted a position description for the Chief Executive Officer, the Executive Chair of the Board and the lead independent director. The Board has not yet adopted position descriptions for the chair of each Board committee. The Board is in the process of preparing such position descriptions and intends to adopt them during the 2025 financial year. The descriptions for these positions will delineate the role and responsibilities of the chair of each Board committee.

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

Orientation and Continuing Education

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

Several of the Company’s directors achieved certification through the National Association of Corporate Directors’ Directorship Certification Program. The Company may require that future directorships appointments seek corporate governance and board training and certification.

Majority Voting Policy

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

Board Leadership Structure and Board’s Role in Risk Oversight

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

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

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

Board Meetings

The Board held seven meetings during the fiscal year ended December 31, 2024. Each director serving on the Board in 2024 attended 100% of the total number of meetings of the Board and the total number of meetings of the committees on which he or she served during the time they served on the Board.

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

Director Attendance at Annual Meetings of Shareholders

Each director is expected to attend the annual general meeting of Shareholders. All of the Company’s directors at the time of the 2024 annual meeting of Shareholders attended the annual meeting.

Board Committees

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

Audit Committee

Our Audit Committee consists of Mr. Harris, Ms. Hoxie-Key and Ms. Nieuwoudt, with Mr. Harris serving as chair of the committee. The Board has determined that each of Mr. Harris and Ms. Nieuwoudt qualify as an “audit committee financial expert” as that term is defined by the applicable SEC regulations. The Board has also determined that each of Mr. Harris, Ms. Hoxie-Key and Ms. Nieuwoudt is “financially literate” as required by the Nasdaq rules and National Instrument 52-110 – Audit Committees (“NI 52-110”) and is independent as defined by Nasdaq rules, SEC requirements and NI 52-110 relating to the independence of Audit Committee members. The Audit Committee met five times during the fiscal year ended December 31, 2024. Our Audit Committee charter details the principal functions of the Audit Committee, including oversight related to:

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

Compensation Committee

Our Compensation Committee consists of Mr. Pelizza, Mr. Harris and Ms. Nieuwoudt, with Mr. Pelizza serving as chair of the committee. The Board has determined that each of Mr. Pelizza, Mr. Harris and Ms. Nieuwoudt is independent as defined by Nasdaq rules, SEC requirements and applicable Canadian securities laws relating to the independence of Compensation Committee members. The Compensation Committee met five times during the fiscal year ended December 31, 2024. The Compensation Committee is responsible for reviewing and determining the adequacy and form of compensation paid to the Company’s directors, executives and key employees. The Compensation Committee evaluates the performance of senior management measured against the Company’s business goals and industry compensation levels.

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

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

Compensation Committee Interlocks and Insider Participation

During the fiscal year ended December 31, 2024, Mr. Pelizza, Mr. Harris and Ms. Nieuwoudt served on our Compensation Committee. During the fiscal year ended December 31, 2024:

Governance and Nominating Committee

Our Governance and Nominating Committee consists of Ms. Hoxie-Key, Mr. Harris and Mr. Pelizza, with Ms. Hoxie-Key serving as chair of the committee. The Board has determined that each of Ms. Hoxie-Key, Mr. Harris and Mr. Pelizza is independent as defined by Nasdaq rules and applicable Canadian securities laws. The Governance and Nominating Committee met four times during the fiscal year ended December 31, 2024. The Governance and Nominating Committee assists the Board in developing the Company’s approach to corporate governance, including developing and monitoring a set of corporate governance principles and guidelines that are specifically

applicable to the Company, and to identify and recommend to the Board qualified nominees for appointment or election as directors. This includes evaluating individual directors, including their skills and qualifications, and the performance of the committees of the Board.

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

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

Other Board Committees

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

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

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

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

reviews risk factors and forward-looking statement language in reports and review for updating requirements, and oversees the disclosure controls, procedures and practices of the Company. The current members of the Disclosure Committee are Mr. Sheriff, Mr. Willette, and the Company’s Chief Financial Officer Shona Wilson.

Qualifications for Director Nominees

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

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

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

Director Candidate Recommendations by Shareholders

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

Communications with the Board of Directors

Any Shareholder or other interested party who wishes to communicate directly with the Board or any of its members may do so by writing to: Board of Directors, c/o enCore Energy Corp., 5950 Berkshire Lane, Suite 210, Dallas, Texas 75225, Attn: Corporate Secretary. The mailing envelope should clearly indicate whether the communication is intended for the Board as a group, the non-management directors or a specific director.

Shareholder Nominations

The Company’s Articles provide that nominations for individuals for election to the Board may be made only (a) by or at the director of the Board, including pursuant to our notice of the meeting, (b) by or at the direction or request of one or more Shareholders pursuant to a proposal made in accordance with the provisions of the Business Corporations Act (British Columbia), or a requisition of the Shareholders made in accordance with the provisions of the Business Corporations Act (British Columbia) or (c) by any Shareholder who was a Shareholder or record both at the time of giving the notice required by our Articles and at the time of the meeting, who is entitled to vote at the meeting in the election of such nominee and has provided notice to us within the time period and containing the information, certifications and other materials, specified in the Advance Notice Provisions and who has complied with the other procedural requirements set forth in our Articles. See “Shareholder Proposals for the 2026 Annual Meeting of Shareholders” below for how to submit a timely notice.

Executive Officers

The following sets forth information regarding the executive officers of the Company as of April 17, 2025:

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

Ms. Wilson has served as the Company’s Chief Financial Officer since February 2024. Previously, Ms. Wilson served as the Chief Financial Officer at Wantix from February 2021 until February 2024. From December 2011 to July 2014, Ms. Wilson served as Senior Director at Platts Valuation Hub / Platts / S&P Global, and from February 2010 to December 2011 as Finance Director of North America at Citigroup. Ms. Wilson began her career at PricewaterhouseCoopers and holds a Bachelor of Arts (B.A.) in Accountancy from Oregon State University.

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) provides an overview of our executive compensation philosophy, discusses executive compensation policies and practices, and analyzes how and why our Compensation Committee arrived at specific compensation decisions with respect to our Named Executive Officers (or “NEOs”) for the fiscal year ended December 31, 2024. During the fiscal year ended December 31, 2024, the Company was a “foreign private issuer” under the Exchange Act and ceased to be a “foreign private issuer” as of January 1, 2025.

Named Executive Officers

In connection with the most recently completed fiscal year of the Company, the Company had six NEOs as follows:

Mr. Goranson, Dr. Stover and Ms. Wilson are NEOs for 2024 since each served as either the principal executive officer or principal financial officer during 2024. Messrs. Willette, Sheriff and Mr. Luthiger are NEOs for 2024 based on being the three highest paid executive officers of the Company, other than the principal executive officer and principal financial officer.

2024 Business Highlights

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

Commenced and Expanded Uranium Extraction at the Alta Mesa Uranium Central Processing Plant and Wellfield located in South Texas, USA (the “Alta Mesa Project”)

Utilizing Central Processing Plants (“CPP”) in South Texas, the Company has implemented a strategy that it anticipates will continue to build value and phased growth. Since the second quarter of 2024, the Company has