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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
Commission File Number: 001-41489
ENCORE ENERGY CORP.
(Exact name of registrant as specified in its charter)
British Columbia, Canada Not Applicable
One Galleria Tower
13355 Noel Rd, Suite 1700
Dallas, Texas75240
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: 361-239-2025
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Common Shares, no par value EU The Nasdaq Capital Market LLCTSX Venture Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ YesxNo
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ YesxNo
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesx No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yesx No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o Accelerated filer o Non-accelerated filer x
Smaller reporting company x Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the common shares of the registrant held by non-affiliates of the registrant as of June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, was $523.2 million based upon the closing price reported for such date on the Nasdaq Capital Market, LLC.
As of March 28, 2026, there were 194,216,153 shares of the registrant’s no par value common shares, the registrant’s only outstanding class of voting securities, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the proxy statement for the registrant’s 2026 Annual Meeting of Shareholders are incorporated by reference in Part III of this Annual Report on Form 10-K.
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TABLE OF CONTENTS
Cautionary Note Regarding Forward Looking Statements 3
PART I
Item 1. Business and Properties 1
Item 1A. Risk Factors 47
Item 1B. Unresolved Staff Comments 69
Item 1C. Cybersecurity 69
Item 2. Properties 70
Item 3. Legal Proceedings 70
Item 4. Mine Safety Disclosures 70
PART II
Item 6. [Reserved]
Item 7A Quantitative and Qualitative Disclosures about Market Risk 92
Item 8. Financial Statements and Supplementary Data F-1
Item 9A. Controls and Procedures 42
Item 9B. Other Information 43
Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 44
PART III
Item 10. Directors, Executive Officers and Corporate Governance 45
Item 11. Executive Compensation 45
Item 14. Principal Accountant Fees and Services 45
PART IV
Item 15. Exhibits and Financial Statement Schedules 46
Signatures 48
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When we use the terms “enCore Energy Corp.,” “we,” “us,” “our,” or the “Company,” we are referring to enCore Energy Corp. and its subsidiaries, unless the context otherwise requires. Throughout this document we make statements that are classified as “forward-looking.” Please refer to the “Cautionary Statement Regarding Forward-Looking Statements” section of this document for an explanation of these types of assertions. We have included technical terms important to an understanding of our business under “Glossary of Terms” at the end of this section.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K (“Annual Report”) and information incorporated by reference herein, contains forward-looking statements and forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation that are subject to risks and uncertainties. Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “continue,” “plans,” “maintains,” “projects,” and similar terminology or variations (including negative variations) of such words and phrases or statements. Forward-looking statements and information are not historical facts, are made as of the date of this Annual Report, and include, but are not limited to, statements regarding discussions of results from operations (including, without limitation, statements about the Company’s opportunities, strategies, competition, expected activities, revenues from existing contracts and expenditures, including as the Company pursues its business plan, the adequacy of the Company’s available cash resources and other statements about future events or results), performance (both operational and financial), including operational expansion, statements regarding the ability to complete, and the timing of completion of a distribution of common shares of Verdera (as defined below) and ability to complete, to shareholders of the Company and business prospects, expectations regarding continuation of delineation drilling adjacent to existing wellfields continuing, future business plans and opportunities and statements as to management’s expectations with respect to, among other things, the activities contemplated in this Annual Report.
Forward-looking statements and information may include, but are not limited to, statements with respect to:
● the Company’s future financial and operational performance;
● the anticipated amount and timing of work programs;
● our expectations with respect to future exchange rates;
● the use of available funds;
● expectations regarding holding physical uranium for long-term investment;
● future royalty and tax payments and rates;
● the completion of reclamation activities at former mine or extraction sites.
Such forward-looking statements reflect the Company’s current views with respect to future events, based on information currently available to the Company and are subject to and involve certain known and unknown risks, uncertainties, assumptions and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed in or implied by such forward-looking statements and information. The forward-looking statements and information in this Annual Report are based on material assumptions, including the following:
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● assumptions regarding the timing and use of our cash resources;
● our operations and key suppliers of essential services;
● our mineral resource estimates, and the assumptions upon which they are based;
Some of the risks and uncertainties that could cause actual results to differ materially from any future results expressed in or implied by the forward-looking statements and information in this Annual Report include, among others, the following:
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● risks associated with our expansion-by-acquisition strategy;
● reliance on key personnel, contractors and experts;
● conflicts of interest of our directors and officers;
● risks inherent to mineral exploration and extraction;
● the subjectiveness and uncertainty of estimations of mineral resources;
● future mineral extraction estimates may not be achieved;
● requirements to obtain or retain key permits to advance or achieve extraction;
● challenges to title of our mineral property interests;
● existing competition and geopolitical changes in the competitive landscape;
● public opinion and perception of nuclear energy;
● volatility in market prices of uranium;
● accuracy of extraction, capital and operating cost estimates;
● ability of novel methods for extraction to yield anticipated results;
● the need for technical innovation and risk of obsolescence;
● risks related to our Alta Mesa joint venture;
● price volatility of our common shares;
● our expectation to not declare or pay dividends;
● reliance on information technology systems, and cybersecurity risks;
● our management’s ability to maintain effective internal controls;
● changes in climate conditions; and
● other risks included under the heading “Risk Factors” in this Annual Report.
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While forward-looking statements and information reflect our good faith beliefs, they are not guarantees of future performance. Any forward-looking statements and information are based on estimates and assumptions only as of the date of this Annual Report, and the Company undertakes no obligation to update or revise any forward-looking statement or information to reflect information, events, results, circumstances or the occurrence of unanticipated events, except as required by applicable laws. New factors emerge from time to time, and it is not possible for management to predict all of such factors and to assess in advance the impact of each such factors on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements or information.
CAUTIONARY NOTE TO U.S. RESIDENTS CONCERNING DISCLOSURE OF MINERAL RESOURCES
Effective as of January 1, 2025, the Company no longer qualifies as a foreign private issuer as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”) and Rule 3b-4 under the Securities Exchange Act of 1934, (the “Exchange Act”) and therefore has become a domestic issuer required to file this Annual Report pursuant to Sections 13 or 15(d) of the Exchange Act and to report its financial results under United States generally accepted accounting principles (“U.S. GAAP”).
All mineral estimates constituting mining operations that are material to our business or financial condition included in this Annual Report, and in the documents incorporated by reference herein, have been prepared in accordance with subpart 1300 of Regulation S-K (collectively, “S-K 1300”) and are supported by initial assessments prepared in accordance with the requirements of S-K 1300. S-K 1300 provides for the disclosure of: (i) “Inferred Mineral Resources,” which investors should understand have the lowest level of geological confidence of all Mineral Resources and thus may not be considered when assessing the economic viability of a mining project and may not be converted to a Mineral Reserve (as defined below); (ii) “Indicated Mineral Resources,” which investors should understand have a lower level of confidence than that of a “Measured Mineral Resource” and thus may be converted only to a “Probable Mineral Reserve,” and (iii) Measured Mineral Resources, which investors should understand have sufficient geological certainty to be converted to a “Proven Mineral Reserve” or to a “Probable Mineral Reserve.” Investors are cautioned not to assume that all or any part of Measured Mineral Resources or Indicated Mineral Resources will ever be converted into Mineral Reservesas defined by S-K 1300. Investors are cautioned not to assume that all or any part of an Inferred Mineral Resource exists or is economically or legally mineable, or that an Inferred Mineral Resource will ever be upgraded to a higher category.
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GLOSSARY OF TERMS
In this Annual Report, the following terms have the meanings set forth herein:
Mineral Resource Definitions:
“Indicated Mineral Resource” is that part of a Mineral Resource for which quantity and grade or quality are estimated on the basis of adequate geological evidence and sampling. As used in this subpart, the term adequate geological evidence means evidence that is sufficient to establish geological and grade or quality continuity with reasonable certainty. The level of geological certainty associated with an Indicated Mineral Resource is sufficient to allow a Qualified Person to apply Modifying Factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. An Indicated Mineral Resource has a lower level of confidence than the level of confidence of a Measured Mineral Resource and may only be converted to a Probable Mineral Reserve.
“Inferred Mineral Resource” is a component ofMineral Resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling; where the term limited geological evidence means evidence that is only sufficient to establish that geological and grade or quality continuity is more likely than not. The level of geological uncertainty associated with an Inferred Mineral Resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. Because an Inferred Mineral Resource has the lowest level of geological confidence of all Mineral Resources, which prevents the application of the modifying factors in a manner useful for evaluation of economic viability, an Inferred Mineral Resource may not be considered when assessing the economic viability of a mining project and may not be converted to a Mineral Reserve.
“Measured Mineral Resource”is that part of a Mineral Resource for which quantity and grade or quality are estimated on the basis of conclusive geological evidence and sampling. The level of geological certainty associated with a Measured Mineral Resource is sufficient to allow a qualified person to apply modifying factors, as defined in this section, in sufficient detail to support detailed mine planning and final evaluation of the economic viability of the deposit. Because a Measured Mineral Resource has a higher level of confidence than the level of confidence of either an Indicated Mineral Resource or an Inferred Mineral Resource, a Measured Mineral Resource may be converted to a Proven Mineral Reserve or to a Probable Mineral Reserve.
“Mineral Resource” is a concentration or occurrence of material of economic interest in or on the Earth’s crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction. When determining the existence of a Mineral Resource, a Qualified Person, as defined by this section, must be able to estimate or interpret the location, quantity, grade or quality continuity, and other geological characteristics of the Mineral Resource from specific geological evidence and knowledge, including sampling; and conclude that there are reasonable prospects for economic extraction of the Mineral Resource based on an initial assessment, as defined in this section, that he or she conducts by qualitatively applying relevant technical and economic factors likely to influence the prospect of economic extraction.
Additional Defined Terms:
“Alta Mesa Technical Report(s)” means the S-K 1300 technical report summary entitled “Alta Mesa Uranium Project, Brooks County, Texas, USA, S-K 1300 Technical Report Summary” and “Alta Mesa Uranium Project, Brooks County, Texas, USA, National Instrument 43-101, Technical Report” dated February 19, 2025 and effective December 31, 2024 prepared by Stuart Bryan Soliz, PG of SOLA Project Services, LLC.
“Development Stage Issuer” is an issuer that is engaged in the preparation of mineral reserves for extraction on at least one material property.
“Dewey Burdock Technical Report(s)” means the S-K 1300 technical report entitled “Dewey Burdock Project, South Dakota, USA, S-K 1300 Technical Report Summary” and “Dewey Burdock Project South Dakota, USA, National Instrument 43-101, Preliminary Economic Assessment Technical Report” dated January 6, 2025, and effective as of October 8, 2024 prepared by Stuart Bryan Soliz, PG of SOLA Project Services, LLC.
“Exploration Stage Issuer” is an issuer that has no material property with Mineral Reserves disclosed.
“Exploration Stage Property” is a property that has no Mineral Reserves disclosed.
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“Gas Hills Technical Report” means the S-K 1300 technical report entitled “Technical Report Preliminary Economic Assessment Gas Hills Uranium Project, Fremont and Natrona Counties,” dated February 4, 2025, and effective December 31, 2024, prepared by Chris McDowell, P.G. and Ray Moores, P.E. of Western Water Consultants d/b/a WWC Engineering.
“GT” means grade-thickness, a measure referring to the concentration of a mineral in Ore and the width of the Ore body.
“Ion-exchange” or “IX” means a reversible chemical reaction that swaps ions between a solid and a solution. In the case of the Company’s operation, the ion exchange occurs in a bed of strong base anionic polystyrene resin beads contained in a vessel or column.
“ISR” means In Situ Recovery (literally, ‘in place’ recovery) describes rocks or formations that have not been moved from their original position (also known as in situ leach or ISL).
“Mesteña Grande Technical Report(s)”means the S-K 1300 technical report summary entitled “Mesteña Grande Uranium Project, Brooks and Jim Hogg Counties, Texas, USA, S-K 1300 Technical Report Summary, Initial Assessment” and “Mesteña Grande Uranium Project, Brooks and Jim Hogg Counties, Texas, USA, National Instrument 43-101, Preliminary Economic Assessment,” dated February 19, 2025 and effective December 31, 2024 prepared by Stuart Bryan Soliz, PG of SOLA Project Services.
“Mineralization” means, in exploration, a reference to a notable concentration of metals and their associated mineral compounds, or a specific mineral, within a body of rock.
“Modifying Factors” are the factors that a qualified person must apply to Indicated and Measured Mineral Resources and then evaluate in order to establish the economic viability of Mineral Reserves. A qualified person must apply and evaluate modifying factors to convert Measured and Indicated Mineral Resources to Proven and Probable Mineral Reserves. These factors include but are not restricted to: mining; processing; metallurgical; infrastructure; economic; marketing; legal; environmental compliance; plans, negotiations, or agreements with local individuals or groups; and governmental factors. The number, type and specific characteristics of the modifying factors applied will necessarily be a function of and depend upon the mineral, mine, property, or project.
“Production Area Authorization” or “PAA” is a formal government approval allowing for extraction or production of uranium from a specific area. Production Areas (“PAs”) represent a collection of wellfields for which baseline data, monitoring requirements, and restoration criteria have been established, for development of a Wellfield Hydrologic Data Package that will be submitted to regulatory authorities for mining approval.
“Probable Mineral Reserve”is the economically mineable part of an Indicated Mineral Resource, and in some circumstances, a Measured Mineral Resource. The confidence in the Modifying Factors applying to a Probable Mineral Reserve is lower than that applying to a Proven Mineral Reserve.
“Proven Mineral Reserve” is the economically mineable part of a Measured Mineral Resource. A Proven Mineral Reserve implies a high degree of confidence in the Modifying Factors.
“PFN”is a modern geologic wireline logging method known as Prompt Fission Neutron. PFN is considered a direct measurement of true uranium concentration (% U) and is used to verify the in-situ grades of mineral intercepts previously reported by gamma logging. PFN logging is accomplished by a down-hole probe in much the same manner as standard gamma logs, only, in the case of PFN logging, only the mineralized interval is logged.
“Qualified Person” or “QP”means an individual who:
a.is an engineer or geoscientist with a university degree, or equivalent accreditation, in an area of geoscience, or engineering, relating to mineral exploration or mining;
b.has at least five years of experience in mineral exploration, mine development or operation or mineral project assessment, or any combination of these, that is relevant to his or her professional degree or area of practice;
c.has experience relevant to the subject matter of the mineral project and the technical report;
d.is in good standing with a recognized professional association;
e.in the case of a professional association in a foreign jurisdiction to Canada, has a membership designation that requires attainment of a position of responsibility in their profession that requires the exercise of independent judgment; and requires:
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•favorable confidential peer evaluation of the individual’s character, professional judgement, experience, and ethical fitness; or
•a recommendation for membership by at least two peers and demonstrated prominence or expertise in the field of mineral exploration or mining.
“South Texas Uranium Project Technical Report”means the S-K 1300 technical report entitled “Technical Report on the South Texas Integrated Uranium Projects, Texas, USA,” dated February 15, 2025, and effective December 31, 2024, prepared by Chris McDowell, P.G. and Ray Moores, P.E. of Western Water Consultants d/b/a WWC Engineering.
“TCEQ” means the Texas Commission on Environmental Quality.
“U3O8”isa standard chemical formula commonly used to express the natural form of uranium mineralization. U represents uranium and O represents oxygen. U3O8 is contained in “yellowcake” or “uranium concentrate” accounting for 70% to 90% by weight.
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Part I
Item 1. Business and Properties
Our Company
enCore Energy Corp., America’s Clean Energy CompanyTM, was incorporated on October 30, 2009, under the Laws of British Columbia and is a reporting issuer in all of the provinces and territories of Canada. As of January 1, 2025, the Company ceased to be a “foreign private issuer” and has become a “domestic issuer.” As of December 31, 2024, the Company filing status was a large, accelerated filer within the meanings under the Exchange Act. As of December 31, 2025, the Company’s filing status was a non-accelerated filer within the meanings under the Exchange Act. As a result, the Company must comply with the filing deadlines and disclosure obligations of a domestic issuer and non-accelerated fileras set forth in the Exchange Act. This classification impacts the timing of our periodic filings, internal control assessments, and other regulatory requirements. The Company’s common shares are listed on The Nasdaq Capital Market LLC (“Nasdaq”) and the TSX Venture Exchange (“TSX-V”) under the trading symbol EU.
The Company is an “Exploration Stage Issuer” as defined by S-K 1300, as it has not established proven or probable Mineral Reserves, through the completion of a pre-feasibility or feasibility study for any of our uranium projects as required by the SEC is defined as a Development Stage Issuer. Even though we commenced extraction of uranium at our Rosita Uranium Project and our Alta Mesa Uranium Project, the Company remains classified as an Exploration Stage Issuer and will continue to remain an Exploration Stage Issuer until such time as Proven or Probable Mineral Reserves have been established at one of our uranium projects.
The Company is focused on extracting domestic uranium within the United States.The Company only utilizes the proven ISR technology to provide necessary fuel for the generation of clean, reliable, and carbon-free nuclear energy. In 2024, the Company commenced uranium extraction at the Rosita Central Processing Plant (“CPP”) in South Texas, becoming one of only three uranium extraction operations in the United States and the first in Texas in 10 years. In June 2024, the Company commenced uranium extraction at the Alta Mesa CPP in South Texas. enCore’s strategy is to build uranium extraction capacity by developing and placing into operation a series of uranium extraction facilities in South Texas, followed by a future pipeline of exploration projects in South Dakota and Wyoming, becoming a leading supplier of domestic uranium to fuel a growing demand for clean energy generation using nuclear power.
The Company has set forth key objectives we believe have positioned 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 Project
Utilizing the extraction-ready CPP in South Texas, the Company has implemented a strategy that it anticipates will continue to build value and phased growth. In the second quarter of 2024, the Company commenced uranium extraction operations at its Alta Mesa CPP, and as a result, becoming one of only a handful of companies in the world with more than one operational uranium extraction operation. In 2025, through the expansion of CPP and wellfield capacity, the Company has increased uranium extraction over 100% compared to the 2024 results. The Company is focused on a long-term strategy of being a supplier of choice for a nuclear industry that is experiencing sustainable growth for the first time in over 45 years.
Streamlined Operations and Rationalized Asset Base
Successful execution is critical, especially in an industry where talent and timing are essential to our success. Adapting swiftly to favorable market conditions is a priority. In December 2023, the Company sold 30% of the Alta Mesa Project to Boss Energy Limited (“Boss”) in the form of a Joint Venture for $60 million. Additionally, Boss invested directly in the Company an additional $10 million. The Company intends to continue to rationalize its asset base through the execution of non-core asset divestment while strengthening our financial position and increasing financial resources in a non-dilutive way. We have demonstrated our ability to derive substantial value for our shareholders from our non-core assets by using different approaches to divestment. The Company currently holds several non-core conventional projects available for acquisition.Lastly, the Company continues to optimize operations to improve extraction results and manage costs effectively.
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Mergers and Acquisitions
Since December 2020, we have demonstrated, through four significant transactions, our intent is to drive growth and provide value for our shareholders through select, accretive merger and acquisition (M&A) activity that complements our own organic growth.
Contract and Sales Strategy Formalization
The Company will continue to leverage its strong baseload contracting strategy and industry reputation as a reliable multi-facility domestic supplier to ensure that our operating assets are able to create revenue regardless of market conditions. As the Company increases uranium extraction from its South Texas facilities, we expect to grow our contract portfolio through the addition of new contracts. The Company will continue to focus on adding new multi-year, hybrid, market-based contracts to maximize profits while protecting against price declines. The Company believes this strategy should provide robust returns on uranium extraction while ensuring a base level of income to support continued operations during market declines over the next decade.
About In-Situ Recovery (ISR), Technology
ISR is a minimally invasive, environmentally friendly, and economically competitive way of extracting minerals from the ground. It has proven to be a successful method of extracting uranium, and due to its cost efficiency, provides an economically viable means of extracting lower grade uranium deposits that might not justify the cost of conventional open pit or underground mining. In addition to significantly lower capital and operating costs, ISR operates without the open pits, waste dumps, or tailings associated with conventional mining and milling. These factors result in uranium extraction that is more environmentally responsible in a faster, more cost-efficient permitting, development and remediation process. ISR extracts uranium from the ground with minimal surface impact. When reclamation is completed, the surface is returned to its original state and use.
ISR is highly regulated in the United States. While some ISR operations in other jurisdictions use harsh chemicals such as sulfuric acid to remove uranium from the ore body, enCore uses a lixiviant comprised of only oxygen and sodium bicarbonate (common baking soda) in the native groundwater to extract uranium at a low pH with significantly less environmental impacts.
ISR is normally most effective in sandstone-hosted deposits within a portion of the aquifer that the government has already exempted from protection as an underground source of drinking water due to its mineral content such as uranium, radium, and other minerals. An ISR wellfield is developed using a series of production patterns comprised of a further series of injection and recovery wells. Injection wells introduce the lixiviant described above to the uranium bearing sandstone. As the lixiviant is injected through the uranium-bearing sandstone, the uranium is solubilized by the oxygen in the lixiviant, and the uranium-bearing lixiviant is carried in solution through the sandstone to the recovery well. Recovery wells, equipped with submersible pumps, recover the uranium-bearing lixiviant out of the sandstone and lift it to the surface. The uranium-bearing lixiviant is then pumped into a surface collection system to be transferred to the IX system. Surrounding the production patterns is a network of monitor wells used to observe groundwater chemistry and hydrology to assure there are no impacts to adjacent underground sources of drinking water. The combination of the production patterns and the monitor well network constitute what is called a wellfield.
After the uranium-bearing lixiviant reaches the IX system, it flows through a bed of IX resin where the uranium is removed from the lixiviant and loaded onto IX resin beads. This process is very similar to how a water softener works. The barren lixiviant is returned to the wellfield, where it is refortified with oxygen and sodium bicarbonate and reinjected into the uranium-bearing sandstone. A small portion, approximately 1% of the total volume, of the barren lixiviant is held back from reinjection. This is called a “process bleed,” and it is intended to create a hydraulic sink in the wellfield to contain lixiviant within production patterns.
When the IX resin loads to capacity with uranium it is regenerated, using a salt solution rich in sodium bicarbonate, in the exact same manner as done for a water softener. This process is called “elution.”Elution produces a uranium-rich eluant that is transferred from the ion exchange system to the precipitation system. Using a series of additions of hydrogen peroxide, acid, and sodium hydroxide, the uranium is precipitated from the eluant and a uranium, “yellowcake,” slurry is created. It is then filtered and washed in a filter press and transferred to the drying system. Drying systems at the Company’s processing facilities use a low-temperature, zero emission, rotary vacuum drying system, the same equipment used for producing pharmaceuticals. Once dried the yellowcake is packaged into 55-gallon drums that are grouped into
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shipping lots. Each shipping lot is then transported to a North American conversion facility where it is weighed, sampled, and inventoried. This is the point at which the Company sells its product to its customers.
When the uranium orebody within an ISR wellfield is depleted, the Company is required to clean up the groundwater to regulatory standards using reverse osmosis technology. Once the government approves the groundwater restoration work, the injection, recovery and monitor wells are plugged and abandoned, and the surface infrastructure is removed. The site is then surveyed for residual contamination that may need to be removed, and the wellfield is returned to its prior use.At this point, the land and groundwater are once again suitable for all the same uses as prior to mining efforts.
The use of ISR technology in the US has a documented strong environmental record. Several wellfields have been restored and released, with the former wellfields now indistinguishable from the adjacent unimpacted land. The US government, in several public documents, has concluded that there have been no impacts to underground sources of drinking water by ISR uranium extraction or restoration.
Corporate Information
enCore was incorporated on October 30, 2009, under the Business Corporations Act (British Columbia) (the “BCBCA”) under the name “Dauntless Capital Corp.” The Company’s name was changed to “Tigris Uranium Corp.” on September 2, 2010, and changed to “Wolfpack Gold Corp.” on May 15, 2013. On August 15, 2014, the Company’s name was changed to “enCore Energy Corp.”
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The following organizational chart illustrates enCore’s principal subsidiaries as at the date of this Annual Report.
Notes:
*POI = Place of incorporation or legal organization
*PPB= Principal place of business
*Green = Dissolved January 31, 2026.
The principal offices of the Company are located at One Galleria Tower, 13355 Noel Rd, Suite 1700, Dallas, TX 75240. The Company’s registered and records office is located at Suite 1200, 750 West Pender Street, Vancouver, British Columbia, V6C 2T8.
Competition
The uranium industry is highly competitive, and our competition includes larger, more established companies with longer operating histories that not only explore for and produce uranium but also market uranium and other products on a regional, national or worldwide basis. Due to their greater financial and technical resources, we may not be able to acquire additional uranium projects in a competitive bidding process involving such companies.
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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) which was signed into law in May 2024, prohibits the importation of unirradiated, low-enriched uranium produced in the Russian Federation or by a Russian entity, with temporary waivers until January 1, 2028, in certain circumstances, after which the ban will be in effect until December 31, 2040.
While we have limited direct business exposure in areas with current conflict, such as Ukraine or Iran, military actions globally and any resulting sanctions or tariffs could adversely affect the global economy, as well as further disrupt the supply chain. A major disruption in the global economy and supply chain could have a material adverse effect on our business, prospects, financial condition, results of operations, and cash flows. The extent and duration of military action, sanctions, tariffs, and resulting market and/or supply disruptions are impossible to predict but could be substantial, and our management continues to monitor these events closely.
Employees and Human Capital
As of December 31, 2025, 168 people were employed on a full-time basis and approximately 83 individuals provided services on a contractual basis, principally through our drilling rig contractors, all of whom were located in the U.S. Our Company is committed to attracting and retaining talented and experienced individuals to manage and support our operations. We engage in a variety of learning and development opportunities with our employees, including ongoing training, continuing education courses, workshops and seminars and membership in professional organizations relating to employees’ areas of expertise. We strive to fill employment openings through internal promotions or transfers of qualified employees, as appropriate.
Available Information
The Company’s website address is www.encoreuranium.com and the Company’s filings with the SEC, including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to such reports, are available free of charge on our website as soon as reasonably practicable after such materials are filed or furnished electronically with the SEC. Additional information about the Company can be found on our website, however, such information is neither incorporated by reference nor included as part of this or any other report or information filed with or furnished to the SEC. From time to time we may use our website as a distribution channel for material company information.
The SEC maintains an internet site (www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. Canadian securities authorities also maintain an internet site (www.sedarplus.ca) that contains reports, circulars, annual information statements and other information regarding the Company.
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Our Mineral Properties
enCore controls key mineral properties within the United States, in Texas, South Dakota, Wyoming and New Mexico. As of December 31, 2025, enCore owns three of the current 10 licensed and constructed ISR CPPs in the United States, with all existing facilities located in the business-friendly, energy-centric state of Texas. Our plants’ operations are designed and permitted to process uranium from a mix of satellite plants and primary sources within south Texas. During the years ended December 31, 2025 and 2024, the Company extracted approximately 700,000 and 300,000, respectively, of U3O8 from its Alta Mesa Uranium Project and its South Texas Integrated ISR Project. See the Summary of Properties below for additional information.
Property Location Map
Summary of Properties
South Texas Integrated ISR Project (Rosita CPP)
The South Texas Integrated ISR Project is an Exploration Stage Property, as defined by S-K 1300, which consists of five project areas: the Rosita Central Processing Plant (“Rosita CPP”), Butler Ranch Uranium ISR Project (“Butler Ranch”), Upper Spring Creek - Brevard Area ISR Uranium Project (“USC – Brevard or Brevard”), Upper Spring Creek - Brown Area ISR Uranium Project (“USC – Brown or Brown”), and Rosita South Cadena ISR Project (“RS – Cadena or Cadena”). For a more detailed discussion of the South Texas Integrated ISR Project see the section titled “Material Properties,” below for this project.
Alta Mesa Uranium Project, Texas
The Alta Mesa Uranium Project (“Alta Mesa”) is an Exploration Stage Property, as defined by S-K 1300, and is a fully licensed and constructed ISR project and central processing facility, located on over 4,597 acres of private land in the state of Texas. For a more detailed discussion of the Alta Mesa Uranium Project see the section titled “Material Properties,” below for this project.
Mesteña Grande Uranium Project, Texas
The Mesteña Grande Uranium Project (“Mesteña Grande”) is an Exploration Stage Property located in Brooks and Jim Hogg Counties, Texas and is on land located adjacent to, and to the south, north, and west of the Alta Mesa Uranium Project. The Company owns a 100% interest in the Mesteña Grande project. The property covers an approximate area of 35
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miles in a north-south direction by 30 miles in an east-west direction. For a more detailed discussion of the Mesteña Grande Uranium Project see the section titled “Material Properties,” below for this project.
Dewey Burdock Project, South Dakota
The Dewey Burdock Project is an Exploration Stage Property located in southwest South Dakota and is part of the northwestern extension of the Edgemont Uranium Mining District. The Company owns 100% interest in the Dewey Burdock Project. The project includes federal claims, private mineral rights and private surface rights controlling the entire area within the licensed project permit boundary as well as surrounding areas. The Company currently controls approximately 16,962 acres of net mineral rights and 12,613 acres of surface rights. For a more detailed discussion of the Dewey Burdock Project see the section titled “Material Properties,” below for this project.
Gas Hills Project, Wyoming
The Gas Hills Project is an Exploration Stage Property located in Wyoming. The Company owns a 100% interest in the Gas Hills Exploration Project located in the historic Gas Hills Uranium District 45 miles east of Riverton, Wyoming. The Gas Hills Project consists of approximately 1,280 surface acres and 12,960 net mineral acres of unpatented lode claims, a State of Wyoming mineral lease, and private mineral leases, within a brownfield site which has experienced extensive development including extraction and mill site production. For a more detailed discussion of the Gas Hills Project see the section titled “Material Properties,” below for this project.
Summary of Mineral Resources
The following table shows the Company’s estimate of Mineral Resources as defined in S-K 1300 through December 31, 2025.
ISR Properties
Region: Texas
Region: South Dakota
Region: Wyoming
Notes:
1.The Mineral Resource estimates in this table comply with the requirements of S-K 1300.
2.Mineral Resources were estimated using the following prices: (a) the South Texas Integrated ISR Project used a variable U3O8 sales price ranging from $78.37/lbs up to $92.04/lbs with an overall average U3O8 sales price of $87.05/lb (b) Alta Mesa Project used U3O8 sales price that ranges from $82.00 to $89.00, with an average life of mine sales price of $83.43, (c) the Dewey Burdock Project used U3O8 sales price ranging from $82.00 to $89.00, with an average sales price of $86.34 .and (d) Gas Hills Project used a U3O8 sales price of $87.00/lb.
3.Mineral Resources were estimated using various %eU3O8 or G.T. cut-off grades. The following are the averages for Measured and Indicated Resources: (a) the South Texas Integrated ISR Project used 0.2 to 0.3 GT cutoff with avg GT values ranging between 0.40 and 2.15, (b) the Alta Mesa Project used 0.145 %U3O8, (c) the Mesteña Grande Project had no Measured or Indicated resources, (d) the Dewey Burdock Project used 0.12 % U3O8 (0.66 avg. GT) and (e) the Gas Hills Project used 0.10 % U3O8 (0.502 avg. GT).
4.The South Texas Integrated ISR Project includes Mineral Resources from the Upper Spring Creek Brevard, Upper Spring Creek – Brown and Rosita South – Cadena project areas.
Mining Properties and Technical Information
Management has evaluated whether any material changes have occurred since the filing of the last S-K 1300 technical report summaries filed for each of the material properties. Based on this evaluation, management has determined there have been no material changes to the scientific and technical information, including mineral resource and mineral reserve estimates, key assumptions, mining methods, processing parameters, capital or operating cost estimates, or material risks associated with our mineral properties. As a result, an updated S-K 1300 technical report summary has not been prepared
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for each of the material properties, and the previously filed technical report summaries are incorporated herein by reference.
Material Properties
South Texas Integrated ISR Project (Rosita CPP)
The South Texas Integrated ISR Project and associated well fields (collectively, the “STX Integrated Project”) are comprised of the Rosita CPP located in Duval County on a 200-acre tract owned by the Company, and multiple associated Satellite IX facilities at various project sites across south Texas. The STX Integrated Project is located within the South Texas uranium province, about 22 miles west of the town of Alice. The Rosita CPP was constructed in 1990 and was originally designed and constructed to operate as an up-flow extraction facility. The Rosita property holdings consist of mineral leases from private landowners covering approximately 3,475 gross and net acres of mineral rights.
The STX Integrated Project, including the Rosita CPP, was the starting point for the Company’s Texas production strategy. The Company commenced uranium extraction operations in 2023, at Rosita from the Rosita Extension wellfield (“Rosita Extension”), PAA-5. The Rosita CPP has an 800,000-pound U3O8 per year production capacity and produced 5,728 pounds of U3O8 for the year ended December 31, 2025 and 73,488 pounds U3O8 in the year ended December 31, 2024, which was extracted and packaged. Cumulative dried pounds from PAA5 totaled 76,909 through December 31, 2025.
The following technical and scientific description of the STX Integrated Project is based in part on the South Texas Technical Report Summary. The report is filed Exhibit 96.1 to this Annual Report as of December 31, 2025. The South Texas Technical Report Summary was prepared in accordance with S-K 1300. The STX Integrated does not have “Mineral Reserves” and is therefore considered under SEC S-K 1300 definitions to be an Exploration Stage Property.
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Property and Operational Overview
Property Location
The Rosita CPP is located in Duval County, Texas, approximately 13.7 miles east of Freer and approximately 60 miles west of Corpus Christi at latitude 27.830423 and longitude -98.403543. This facility represents the central location of the STX Integrated Project and includes the CPP where resin from each satellite facility is processed. The Rosita CPP is supplied with uranium-loaded ion exchange resin from ISR mining at one or more of the project areas. Uranium Resources, Inc. initiated extraction at the Rosita CPP in 1990 and extracted 2.65 million pounds of U3O8 from 1990 to 1999. The Company restarted the Rosita CPP facility in 2023. This plant was originally constructed as an IX facility in 1990, and its conversion to a CPP was completed in 2023. At the Rosita CPP, resin is processed, and uranium is recovered, precipitated as a slurry, and is then dried and packaged.
The Butler Ranch project consists of approximately 743 acres located in a rural area of Karnes County, Texas, approximately 44 miles south of San Antonio at latitude 28.887336 and longitude -98.059851. Butler Ranch is comprised of four different non-connected property leases over approximately 10 square miles in the western part of the county.
Upper Spring Creek - Brevard is located 6 miles northeast of the Ray Point Mining District in the Gulf Coast Uranium Province and South Texas Uranium Province or “GCUP”/“STUP” and is situated in Bee and Live Oak counties in Texas approximately halfway between San Antonio and Corpus Christi at latitude 28.567478 and longitude -98.024910. Three properties form the Brevard project area (Benham, Brevard, and Johnston) and total approximately 1,110 acres.
Upper Spring Creek – Brown Area project is located approximately 6 miles south-southwest of George West, Texas at the intersection of FM 889 and County Road 135 in Live Oak County at latitude 28.287159 and longitude -98.211350. The project includes two properties totaling approximately 87.88 acres. The properties (P1 and P2) are located east of FM 889 and northeast County Road 135. Brown includes three properties totaling approximately 247 acres. URI, Inc., a wholly owned subsidiary of the Company, owns both surface and mineral rights of P1 and owns surface and leases mineral rights for P2 at this project location. In 2025, a portion of the adjacent Houdman property was acquired which will be added to the project once permitting and drilling is completed in the area.
RositaSouth-Cadena is located in Duval County, Texas, approximately 11.5 miles east of Freer and approximately 64 miles west of Corpus Christi at latitude 27.807052 and longitude -98.453480.
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Ownership
The STX Integrated Project is owned and operated by the Company. The Company has executed surface use and access agreements and fee mineral leases with surface and mineral owners at the STX Integrated Project. The net mineral ownership, royalty burden, and estimated annual costs are provided below for each of the projects:
Butler Ranch 675 509 6% to 12% sliding scale based on Sales Price $9,344
Infrastructure
Equipment, supplies and personnel needed for exploration and day-to-day operation are available from population centers such as San Antonio, and Corpus Christi. Specialized equipment for the wellfields is often available in Texas but may need to be acquired from outside of the state. The local economy for all project areas is geared toward oil and gas exploration, energy production, and ranching operations, providing a well-trained and capable pool of workers for ISR production and processing operations. Workers reside locally and commute to work daily. As a result of energy development since the early 1900s, all the project areas have existing or nearby electrical power, gas and adequate telephone and internet connectivity. Generally, the local and regional infrastructure is in place for all project areas including roads, power and maintenance facilities. Locally, exceptions include local access roads, wellfield development, local power and well control facilities that must be constructed.
Rosita CPP - Projects
The Company currently owns and operates the Rosita CPP within the Rosita Project radioactive materials license and injection permit boundaries. Site infrastructure includes the Rosita CPP and associated infrastructure, refurbishment of which was completed in 2023, electric transmission lines, water supply, ponds, and several paved and well-graded county roads that traverse the area providing access to the property. The remaining unused lands are primarily undeveloped farmland.
Butler Ranch
The Company leases the surface and mineral rights at Butler Ranch and has access to the land for exploration and development. Site infrastructure consists of residential buildings, undeveloped farmland, and retention ponds. Several paved and well-graded county roads traverse the area providing access to each property. Several electric transmission lines run adjacent to these roads and by the individual properties. Non-potable water will be supplied by water wells at or near the site. There is an existing water supply well at the site, but additional wells may need to be developed. Water extracted as part of ISR operations will be recycled for re-injection.
Upper Spring Creek - Brevard
The Company has or will obtain legal access to the land surface through confidential agreements. Site infrastructure consists of land to support cattle ranching and agriculture. Several paved county roads provide access to Brevard. An overhead electric transmission line and underground phone line run parallel to CR 140. Non-potable water will be supplied by wells at or near the site. There are two existing wells at Brevard, but additional wells may need to be developed. El Oso
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Water Supply Corporation, a public water system, also serves the area. Water extracted as part of ISR operations will be recycled for re-injection.
Upper Spring Creek – Brown
The Company owns both surface and mineral rights at the Brown and Geffert properties. The Company leases minerals located beneath the Geibel property and has access to the land for exploration and development. Site infrastructure consists of residential buildings, undeveloped farmland, and retention ponds. Several paved and well-graded county roads traverse the area providing access to each property. Several electric transmission lines run adjacent to these roads and by the individual properties. Non-potable water will be supplied by wells at or near the site. There is an existing water supply well at Upper Spring Creek- Brown, but additional wells may need to be developed. Water extracted as part of ISR operations will be recycled for re-injection.
Rosita South - Cadena
The Company has obtained legal access to the land surface through confidential agreements. Site infrastructure consists of residential buildings and land to support ranching and agriculture. Several paved and well-graded county roads traverse the area providing access to the property. Several electric transmission lines run adjacent to these roads to supply power to residential areas. No water supply sources have been developed for this site.
Economic Analysis
The South Texas Technical Report Summary contains an Initial Assessment which indicates a pre-tax Net Present Value of $104.3 million at an 8% discount rate compared to an after- tax Net Present Value of $81.8 million at an 8% discount rate.
The South Texas Technical Report Summary contemplates an annual production of just over 0.5 million pounds in the first year and then ramping up to approximately 0.8 million pounds by the second year. Total life of the project is estimated at approximately 9 years (6 years production followed by 3 years of restoration/surface reclamation). The NPV assumes cash flows take place in the middle of the periods and is calculated based on a discounted cash flow. The production estimates, Capital Expenses, and Operating Expenses, cost distributions used to develop the cash flow are based on the production and restoration models developed by the Company and incorporated in the cash flow. The cash flow assumes no escalation, no debt, interest, or capital repayment. The initial capitalized STX Integrated project construction was completed prior to this analysis. Excluding sunk costs which occurred prior to the operations proposed in the analysis, the STX Integrated is estimated to generate net cash flow over its life, before income tax, of $123.96 million and $97.01 million after income tax.
The mine plan and economic analysis are based on the following assumptions:
•NI 43-101 and S-K 1300 compliant estimate of Mineral Resources and a recovery factor of80%,
•A variable U3O8 sales price ranging from $78.37/lb up to $92.04/lb with an overall average U3O8 sales price of$87.05/lb,
•A mine life 9 years (6 years production followed by 3 years of restoration/surfacereclamation),
•A pre-income tax cost including royalties, state and local taxes, operating costs, and capital costs of $43.12/lb, and costs fortheProjectarebasedonactualcostsfromenCore’scurrentlyoperatingsouthTexasISRprojects,economicanalysesfor similar ISR uranium projects, and WWC’s in house experience with mining and construction costs. All costs are in U.S. dollars.
The above information is based on Measured and Indicated Mineral Resources which do not have demonstrated economic viability. Given the speculative nature of mineral resources, there is no guarantee that any or all of the mineral resources included in the Initial Assessment will be recovered. The Initial Assessment is preliminary in nature and there is no certainty that the Project will be realized.
Geology, Mineralization and Deposit
The STX Integrated Project is located along the South Texas coastal plain, within the STUP. The uranium-bearing deposits in the STUP include sandstones in Tertiary formations ranging in age from Eocene (oldest) to Lower Pliocene (youngest). These permeable deposits are interbedded with claystones, mudstones and siltstones.
Uranium mineralization at the STX Integrated Project is typical of Texas roll-front sandstone deposits. The formation of roll-front deposits is largely a groundwater process that occurs when uranium-rich, oxygenated groundwater interacts with
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a reducing environment in the subsurface and precipitates uranium. The most favorable host rocks for roll-fronts are permeable sandstones with large aquifer systems. Interbedded mudstone, claystone and siltstone are often present and aid in the formation process by focusing groundwater flux. The roll-front deposits at Brevard are slightly different from the other roll-front deposits at Butler Ranch, Brown, and Cadena.
Permitting and Licensing
ISR projects in Texas require a number of permitting steps before recovery of uranium can commence. The first requirement is an exploration permit regulated by the Texas Railroad Commission. All sites have active exploration permits that allow drilling of exploration holes allowing enCore to collect data to determine if an economic ore body exists. The results of the drilling programs through exploration permits are used to define the resources on the associated property.
An aquifer exemption is determined by the U.S. Environment Protection Agency (“EPA”) that the aquifer or potion of the aquifer is mineralized and can not be used now or in the future as a source for drinking water. Once acknowledgment is made by the EPA that naturally occurring uranium exists in the aquifer in the designated area with that section of the aquifer specified as suitable for use as a drinking water source. Once it has been decided to move towards production, an aquifer exemption must be obtained through the EPA.
Texas is a Nuclear Regulatory Commission (“NRC”) agreement state with regulatory control over radioactive materials licensing for uranium recovery via a Radioactive Materials License (“RML”) and also has primary regulatory authority from the EPA over the permitting of Underground Injection Control “UIC” activities. An area UIC permit is required to progress to the next stage. This stipulates the area in which production can be pursued and the requirements regarding operations and reclamation of uranium ISR activities. Within the permitted areas, one or more PAAs must be obtained. To obtain a PAA, monitor wells must be installed and pump tests conducted to verify connectivity within the aquifer. Baseline wells must also be installed and analyses run to establish baseline testing and bonding must be put into place prior to operations. In order to extract and process natural uranium, a RML is needed. A RML requires part and parcel with the UIC permit and the application for the two are submitted simultaneously or as close together as possible. This stipulates the environmental and occupational monitoring that the licensee must carry out.
Current Permits for the STX Integrated Projects are as follows:
Upper Spring Creek - Brown
Permit Type Permit Number Approved date Current Status
Aquifer Exemption EPA exemption ID: 6-114 – Boots/Brown Jan. 1, 1982 Approved
PAAs Application submitted May 23, 2025 Under review with the TCEQ
WDW WDW467 Pending approval - projected mid-April 2026
Upper Spring Creek – Brevard
Permit Type Permit Number Approved date Current Status
Aquifer Exemption EPA exemption ID: 6-84 – Brevard Jan. 1, 1982 Approved
Rosita South – Cadena
Permit Type Permit Number Approved date Current Status
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Aquifer Exemption EPA ID: 6-75 – Rosita Extension Jul. 1, 1998 Approved
PAAs N/A PAA to be submitted once drilling identifies an orebody
Mineral Extraction Activities
The following table shows the extraction history from January 1, 2024 to December 31, 2025, from the STX Integrated:
South Texas Integrated ISR Project (dried and packaged)
Mineral resources that are not mineral reserves have not demonstrated economic viability and do not meet the requirement for all the relevant modifying factors. Stated mineral resources are derived from estimated quantities of mineralized material recoverable by ISR methods.
Mineral Resources
The Company mines uranium using the ISR recovery method. ISR has historically been utilized at the STX Integrated Project and is environmentally benign when compared to conventional open pit or underground recovery techniques. The STX Integrated Project Mineral Resources have a reasonable prospect for economic extraction due to the depth of mineralization, Grade x Thickness (“GT”) values, and continuity of mineralization. Studies completed to date support the conclusion that the STX Integrated Project deposits could be mined through ISR. The Mineral Resource estimates presented in the South Texas Technical Report Summary use cutoffs that are appropriate for ISR mining and may not be applicable to other mining methods.
Mineral reportable as Mineral Resources meets the following cutoff criteria:
•Minimum Grade: 0.020 %U3O8
Grade is calculated at 0.5 ft depth increments, and values below this cutoff are excluded from reported resources.
•Minimum GT:
• 0.30 for Brevard, Cadena, and the measured resources at Brown
• 0.20 for the indicated and inferred resources at Brown
No specific minimum thickness is applied; however, the grade is calculated at 0.5 ft depth increments, making this the minimum possible thickness. The South Texas Technical Report Summary concludes the cutoffs used are typical of the ISR industry standard practice and are appropriate for current ISR methods.
The following key assumptions are used for all resource estimates:
• Resources are in permeable and porous sandstones; and
• Resources are located below the water table.
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Summary of Uranium Mineral Resources at the South Texas Integrated ISR Project through December 31, 2025.
(Based on a U3O8 price of $87.05/lb.)
Project Area GT Cutoff Average GT U3O8 (lbs)
Upper Spring Creek – Brevard Area
Total Measured and Indicated 838,000
Upper Spring Creek – Brown Area
Total Measured and Indicated 2,059,000
Rosita South – Cadena
Total Measured and Indicated 630,000
Notes:
1. Mineral resources as defined in S-K 1300.
2. All resources occur below the static water table.
3. The point of reference for mineral resources is in-situ at the STX Integrated Project.
4. Mineral resources are not mineral reserves and do not have demonstrated economic viability.
5. An 80% metallurgical recovery factor was considered for the purposes of the economic analysis.
6. There are no measured or indicated resources at Rosita CPP or Butler Ranch and no inferred resources at Rosita CPP, Butler Ranch, Brevard or Cadena.
There have been no changes to the STX Integrated Project Mineral Resources estimates for the year ended December 31, 2025, as compared to the year ended December 31, 2024.
Mine Design and Plans
A CPP and satellite facility collects and processes uranium. The CPP processing circuits consist of elution, precipitation, dewatering, drying and packaging. The satellite facility includes an IX and a resin transfer system to facilitate transfer of loaded resin by truck from the satellite to the CPP.
ISR has historically been utilized at the STX Integrated Project and is relatively environmentally benign when compared to conventional open pit or underground recovery techniques. This mining method utilizes injection wells to introduce a mining solution, called lixiviant, into the mineralized zone. To use ISR, the mineralized body must be saturated with groundwater, transmissive to water, and amenable to dissolution by the lixiviant. Previous operations have demonstrated uranium mineralization within the STX Integrated Project area is recoverable using the proposed ISR techniques.
In areas where the ore is not as widespread to allow for these patterns, encore will utilize an alternative line drive pattern placed over the recovery zone with wells alternating between production and injection wells. Pattern design is determined by the size and shape of the deposit, hydrogeological properties of the mining formation, and mining economics. enCore plans to use a combination of five-spot and alternating line drive patterns with recovery wells spaced 50-100 feet from injection wells.
Patterns are grouped into production units referred to as wellfields. Wellfields form a practical means for design, development and production, where groups of recovery wells and their associated injection wells are designed, constructed and operated, serving as the fundamental operating unit for distribution of the alkaline leach system, which is the process of mixing with alkaline carbonate solutions or other solutions to convert uranium into a soluble form.
An economic wellfield must cover the construction costs associated with well installation, connection of wells to piping that conveys the leach system between wellfields and the IX facility, wellfield and plant operating costs, and reclamation costs. To further facilitate planning, wellfields are grouped into PAs. PAs represent a collection of wellfields for which baseline data, monitoring requirements, and restoration criteria have been established for development of a Wellfield Hydrologic Data Package that will be submitted to regulatory authorities for mining approval.
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Wellfields will typically be developed based on conventional five-spot or alternating line drive patterns. Injection and recovery wells will be completed in a manner to isolate the screened uranium-bearing interval. To establish baseline data, monitoring requirements, and restoration criteria, monitor wells will be installed for each mine unit. Baseline production zone monitor wells will be completed in the deposit hosting sandstone unit to establish baseline water restoration criteria.
Production zone monitor wells will also be installed in a ring around the entire wellfield. This ring of perimeter monitor wells will be setback approximately 400 feet from the patterns and 400 feet apart, respectively. Certain exceptions can be made to this distance based upon land and ore outline limitations when approved in the permit. This monitor well ring will be used to ensure mining fluids are contained within the wellfield.
Overlying and underlying monitor wells will also be completed in hydro-stratigraphic units immediately above and below the production zone to monitor the potential for vertical lixiviant migration. Overlying monitor wells will be completed in all overlying units. Underlying wells will be completed in the immediately underlying unit.
Each injection and production well will be connected within a network of high-density polyethylene (HDPE) piping to an injection or production manifold located in the wellfield. The manifolds are connected to pipes that convey leaching solutions to and from the ion exchange columns in the CPP or Satellite facility. Flow meters, control valves, and pressure gauges in the individual well piping will monitor and control the individual well flow rates. Wellfield piping will be constructed using high-density polyethylene pipe.
The proposed uranium ISR process will involve the dissolution of the water-soluble uranium compound from the mineralized host sands at near neutral pH ranges. The lixiviant contains dissolved oxygen and carbon dioxide. The oxygen oxidizes the uranium, which is complexed with the bicarbonate formed by addition of carbon dioxide to the solution. The uranium-rich solution will be pumped from the recovery wells to the nearby CPP or satellite facility for uranium concentration with IX resin. A slightly greater volume of water will be recovered from the mineralized zone hydro-stratigraphic unit than injected, referred to as “bleed”, to create an inward flow gradient towards the wellfields. Thus, overall recovery flow rates will always be slightly greater than overall injection rates. This bleed solution will be disposed, as permitted, via injection into Class I Disposal Deep Wells.
Extraction Rates and Expected Mine Life
Extraction rate was calculated using an extraction model derived from wellfields operating in the South Texas region. The extraction model was applied to mineral resources based upon the observed monthly recovery with a recovery of 80% in 32 months. The figure below depicts the extraction forecast model for the wellfields for the STX Integrated Project.
Exploration Target
Conventional rotary drilling and down-hole geophysical logging were the primary exploration method at the STX Integrated Project. An exploration target has been identified at the Butler Ranch Project.
The ranges of potential quantity and grade of the exploration target are conceptual in nature. There has been insufficient exploration to define a mineral resource or mineral reserve at Butler Ranch. It is uncertain if further exploration will result
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in the target being delineated as a mineral resource and as such, the exploration target does not represent, and should not be construed to be, an estimate of a mineral resource or mineral reserve. Data evaluated to prepare the exploration target include project maps, mineral trend maps, historical ore body maps, cross sections, logs, previous technical reports, correspondence, and historical resource estimates and reporting. An extensive review of historical drill hole data was undertaken to estimate existing uranium resources within the property boundaries that have not been mined. Data from over 1,934 drill holes at Butler Ranch were evaluated.
This evaluation included the use of historical down-hole electric logs, drill hole location maps, a 2015 drilling project report, a data acquisitions summary, past memos and permits, and historical ore reserve estimates by Conoco in 1978 and 1981. In addition, log data was inventoried and includes summaries of mineralized drill hole intercepts with grade, thickness, and local survey coordinates for drill holes. Those projects without down-hole electric logs were evaluated for exploration potential. The ranges of potential quantity and grade of the exploration target are conceptual in nature. At the time of the of the technical report there has been insufficient exploration to define a mineral resource or mineral reserve. It is uncertain if further exploration will result in the target being delineated as a mineral resource.
An exploration target was estimated for several of the properties within the Butler Ranch Project area, as indicated in the table below. The estimates were derived from historical maps with mineral intercept data. No data can be confirmed by drill logs so resources cannot be classified. These properties are targets for further exploration in the future. The ranges of tonnage and grade of the exploration target could change as exploration activities are completed.
Rosita Butler Ranch – Exploration Target Estimate of U3O8 lbs
Planned Work
The Company’s planned work will focus on commencing uranium extraction from Upper Spring Creek - Brown. The necessary initial steps included the completion of the regulatory approvals of the amendment to the RML RO3653, Class I UIC non-hazardous liquid byproduct disposal well and the PAA. Installation of the wellfield patterns, wellfield infrastructure, and the satellite IX facility for the site are currently ongoing. The first modules and the first half of the IX train will be ready to operate once the final PAA is received in 2026. The Company intends to conduct additional exploratory drilling on the Geffert and Houdman properties to identify additional Mineral Resources and increase confidence in the reported inferred Mineral Resources. In 2026, the Company intends to file applications to amend the RML RO3653 to incorporate Upper Spring Creek–Brown Expansion Project and file applications for Class III and Class I Underground Injection Control permits for Upper Spring Creek–Brown Expansion Project.
Alta Mesa Project (Alta Mesa CPP), Brooks County, TX
The Alta Mesa Project is a fully licensed and constructed CPP, located on over 203,000 acres of private land. Total operating capacity is currently approximately 1.5 million lbs. U3O8 per year. Alta Mesa historically produced approximately 4.6 million lbs. of U3O8 between 2005 and 2013, when full production was curtailed because of low uranium prices at the time by Mesteña Uranium LLC, the previous owner.
The following technical and scientific description of the Alta Mesa Project is based in part on the Alta Mesa Technical Report Summary. The report is filed as Exhibit 96.3 to this Annual Report on Form 10-K for the year ended December 31, 2025. The Alta Mesa Technical Report Summary was prepared in accordance with S-K 1300. The Alta Mesa Project does not have known “Mineral Reserves” and is therefore considered under SEC S-K 1300 definitions to be an Exploration Stage Property.
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Property and Operational Overview
Property Location
The Alta Mesa Project is an Exploration Stage ISR uranium mining project located in south Texas. The Alta Mesa Project lies within the southern part of the STUP. Uranium deposits in the STUP extend from Starr County at the international border with Mexico northeastward through Zapata, Jim Hogg, Brooks, Webb, Duval, Kleberg, McMullen, Live Oak, Bee, Atascosa, Karnes, Wilson, Goliad, and Gonzales counties. The Alta Mesa Project is located entirely within private land holdings of the Jones Ranch. The Jones Ranch is an approximately 380,000-acre ranch that was founded in 1897, and enCore controls over 200,000 of the 380,000 acres with mineral leases and options for uranium exploration and development.
The Alta Mesa Project is comprised of the Alta Mesa Mining Lease and the Alta Mesa CPP. The Alta Mesa Project consists of 4,597 acres. The active mine and CPP are located on the Alta Mesa project area approximately 35.5 miles southwest of Falfurrias via US Highway 281 to Ranch Road 755 to Ranch Road 430 to CR 314 to CR 315, Encino, Texas 78353, in Brooks County, Texas at approximately 26° 54’ 08” north longitude and 98° 18’ 54” west latitude.
Ownership
Mineral Rights
Royalty agreements have been established with mineral and surface owners. Furthermore, surface owners are paid an annual rental to hold the surface on behalf of enCore. Additionally, the agreements also provide for additional charges to the surface owner to cover surface damages and for reduction of husbandry grazing during field operations and other disturbances to the land.
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Mining Leases and Royalties
The Uranium Solution Mining Lease comprises Tract 5 and a portion of Tracts 1, 4, and 6 of “W.W. Jones Subdivision,” out of the “La Mesteña Y Gonzalena” Rafael Garcia Salinas Survey, Abstract N0. 480 and the “La Mesteñas” Ysidro Garcia Survey, Abstract No. 218, Brooks County, Texas. The Lease now covers uranium, thorium, vanadium, molybdenum, other fissionable minerals, and associated minerals and materials for the 4,597.67 acre property.
The lease, as amended, commenced on June 16, 2016, with a term of 15 years and the option for a 15-year extension, as long as the lessee is continuously engaged in any mining, development, production, processing, treating, restoration, or reclamation operations on the leased premises.
The lease includes provisions for royalty payments on net proceeds, less allowable deductions, received by the Company. The royalties range from 3.1% to 7.5% depending on the price received for the uranium. The lease also calls for a royalty on substances produced on adjacent lands but processed on the leased premises. The table below illustrates royalty details for the Alta Mesa Project.
Mining Lease Royalties
Royalty Holders Number of Acres Lessor Royalty Primary Term
Permitting and Lease Option Agreement
The Amended and Restated Uranium Testing and Lease Option Agreement dated June 16, 2016 (the “Lease Option”), as part of the share purchase agreement between enCore Energy and the various holders of the Mesteña Project, covers all land containing mineral potential as identified through exploration efforts and covers uranium, thorium, vanadium, molybdenum, and all other fissionable materials, compounds, solutions, mixtures, and source materials. It covers 195,501 acres.
The initial term of the Lease Option was for eight years, which was extended for an additional seven years in April 2024 after payment of an extension fee. The Lease Option was further amended to extend the lease option period by an additional five years in June 2024.
Uranium Testing Permit and Lease Option Agreements Royalties
Royalty Holders Number of Acres Lessor Royalty Primary Term
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Surface Rights
The mineral leases and options described above include provisions for reasonable use of the land surface for the purposes of ISR mining and mineral processing. Alta Mesa is a fully licensed, operable facility with sufficient sources of power, water, and waste disposal facilities for operations and aquifer restoration. Alta Mesa LLC, either has in place or can obtain the necessary permits and/or agreements, and local resources are sufficient for current and future ISR operations within the Alta Mesa Project. The surface use agreements have been entered into with all the surface owners on the various prospect areas as part of the Membership Interest Purchase Agreement between Energy Fuels Inc. and the various holders of the Mesteña Project.
These agreements provide, amongst other things, for stipulated damages to be paid for certain activities related to the exploration and production of uranium. Specifically, the agreements call for U.S. Consumer Price Index (CPI) adjusted payments for the following disturbances: exploratory test holes, development test holes, monitor wells, new roads, and related surface disturbances. The lease also outlines an annual payment schedule for land taken out of agricultural use around the area of a deep disposal well, land otherwise taken out of agricultural use, and pipelines constructed outside of the production area.
Encumbrances
The Alta Mesa Project is encumbered by financial assurance instruments held by the state for completed wells, ISR mining and uranium processing to ensure reclamation and restoration of the affected lands and aquifers in accordance with state regulations and permit requirements.
Infrastructure
The Alta Mesa Project is well supported by nearby towns and services. Larger cities, Corpus Christi, McAllen and Laredo, are each about 100 miles or less from the site and are ready sources of materials and equipment. Major power lines are located across the Alta Mesa Project and are accessed for electrical service. The road system is comprehensive and well maintained and used for shipment of materials and equipment. Human resources are employed from nearby population centers.
The site has uranium drill holes and related infrastructure (e.g., small mud pits temporarily constructed to facilitate drill operations and water supply ponds), trucks and other equipment, historic and new wellfields, a CPP, administration building, shop and warehouse, environmental office, logging building and test pits. The Company renovated the CPP with equipment upgrades and refurbishments to the IX, elution and yellowcake processing circuits, which was completed in the second quarter of 2024.
The CPP has an automated control and monitoring system that allows remote monitoring of the facility and includes fail safe systems that can shut down portions of the system in the event of an upset condition. The facility is also fully secured with on-site and remote monitoring. Water supply for the Alta Mesa Project is from established and permitted local wells. Liquid waste from the processing facility is disposed via deep well injection through two permitted UIC Class I disposal wells. Solid waste is disposed of off-site at licensed disposal facilities. No tailings or other related waste disposal facilities are needed. Oil and gas-related infrastructure on the Alta Mesa Project includes oil and gas exploration and production wells, tank batteries, and numerous transmission and gathering pipelines.
Geology, Mineralization and Deposit
Uranium deposits are roll-fronts and are very similar to others found in the STUP. Deposit genesis is related to the presence of highly reduced groundwater systems generated from the biogenic decomposition of natural gas and/or hydrogen sulfide seepage derived from deeper formations through localized faulting. At Alta Mesa, uranium bearing groundwater moved from northwest to southeast within the Goliad Formation and encountered reduction zones associated with the Vicksburg fault system and the Alta Mesa salt dome and associated faulting which allowed the introduction of organics and other fluids upward through faults and fractures. The deposits are characterized by numerous vertically stacked roll-fronts controlled by stratigraphic heterogeneity, host lithology, permeability, reductant type and concentration, and groundwater geochemistry. Individual roll-fronts are a few tens of feet wide, 4 to 10 feet thick, and often thousands of feet long. Collectively, roll-fronts result in an overall deposit that is up to a few hundred feet wide, 50 to 75 feet thick and continuous for miles in length.
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History
From the early 1970s through 1999, the Alta Mesa Project mineral leases were held by various entities, including Chevron Minerals (which conducted initial drilling), Total Minerals, Cogema and URI, Inc. In 1999, the landowners of the land subject to the mineral leases formed Mesteña Uranium LLC, which completed most of the drilling in the Alta Mesa Project area and constructed the ISR facility in 2004, with production beginning in late 2005. Mesteña Uranium LLC operated the facility through February 2013, when the uranium market downturn occurred. Between 2005 and 2013, approximately 4.6 million lbs of uranium was extracted by ISR, with an average annual production of approximately 570,000 lbs yellow cake. In 2016, Energy Fuels, Inc. acquired both the Alta Mesa Project and the Mesteña Grande Project, and enCore acquired 100% of the interests of Alta Mesa and Mesteña Grande Project areas from a subsidiary of Energy Fuels, Inc. in November 2022. In February 2024, the Company and Boss entered into a joint venture for the Alta Mesa Project, whereby the Company holds a 70% interest and Boss holds 30%.
Permitting and Licensing
The most significant permits and licenses required to operate the Alta Mesa Project are (1) the Source and Byproduct Materials License, which was issued by TCEQ (formerly Texas Bureau of Radiation Control) in 2002; (2) the Class III Area Permit issued by TCEQ in April 2000; and (3) Production Area Authorizations issued at various times since April 2000, two deep Class I injection non-hazardous disposal wells issued by TCEQ in April 2000 and an aquifer exemption issued by USEPA in 2002, with the area expanded in a revised Aquifer Emption dated 2009. Similar permits would be required for the Mesteña Grande Project area depending upon the nature of operations and their integration with the Alta Mesa facility.
Preliminary investigations including exploration and environmental monitoring of the Alta Mesa expansion project were initiated in the Fall of 2025. Amendment applications for RML No. R05360 and the Class III Area Permit No. UR03060 have been started with projected submittals in the Fall of 2026. Amendment to add the Production Area Authorization will be submitted during 2026.
PAA-1 has been extracted, and the groundwater restoration has been approved by the TCEQ. PAA-2 through PAA-6 is either in standby or in the process of groundwater restoration. PAA-7 is currently being extracted.
The status of the various federal and state permits and licenses are summarized in the table below:
Permitting Status
Permit/License Status
Sewage System OSSF Active
PAA-1 Active
PAA-2 Active
PAA-3 Active
PAA-4 Active
PAA-5 Active
PAA-6 Active
PAA-7 Active
Uranium Exploration Permit 125 Active
Radioactive Material License - R05360 Timely Renewal
L05939 - Sealed Source RML for PFN Active
TCEQ Aquifer Exemption Active
EPA Aquifer Exemption Active
UIC Class III Mine Area Permit UR03060 Timely Renewal
UIC Class I disposal well permit WDW-365 Active
UIC Class I disposal well permit WDW-366 Active
Mineral Resources and Extraction Activities
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Mineral Resources
The following table shows the extraction history from the beginning of extraction activities as of December 31, 2025 and December 31, 2024, from the Alta Mesa ISR Project:
Alta Mesa ISR Project
Mineral resources that are not mineral reserves have no demonstrated economic viability and do not meet the requirement for all the relevant modifying factors. Stated mineral resources are derived from estimated quantities of mineralized material recoverable by ISR methods.
Key Assumptions, Parameters and Methods for Mineral Resource Estimates
Key Assumptions
•Mineral resources have been estimated based on the use of the ISR extraction method and yellowcake production, and based on data collected from historical drill holes;
•Average density of 17.0 cubic feet per ton was used based on historical sample measurements;
•Price forecast, production costs and an 80% metallurgical recovery were used to estimate mineral resources;
•Average wellfield recovery of 80% that accounts for dilution from mining hydro-logic efficiency and metallurgical recovery;
•Average plant recovery of 98%; and,
•Average uranium price of $83.43 based on TradeTech’s Uranium Market Study 2023: Issue 4.
Measured Mineral Resources
Drilling is denser than 50 x 200 feet spacing for mineralized zones characterized by a uniform and easily correlatable roll-front morphology, from one drilling fence line to another. Mineralization must be continuous between drill fences. The hydrogeological properties of the hosting horizon are studied by aquifer pump tests. The amenability of mineralization to ISR mining is demonstrated by laboratory leach tests. Mineralization is characterized by sufficient confidence in geological interpretation to support detailed wellfield planning and development with no or very little changes expected from additional drilling.
Indicated Mineral Resources
Drilling density equivalent to or denser than 50 x 200 feet spacing for mineralized zones characterized by a uniform and easily correlatable roll-front morphology, from one drilling fence line to another. Mineralization must be continuous between drill fences. The hydrogeological properties of the hosting horizon are studied by aquifer pump tests. The amenability of mineralization to ISR mining is demonstrated by laboratory leach tests. Mineralization is characterized by sufficient confidence in geological interpretation to support wellfield planning and development with some changes expected from additional drilling.
Inferred Mineral Resources
Drilling density equivalent to about 800 feet spacing for mineralized zones characterized by less uniformity and not easily correlatable roll-front morphology, from one drilling fence line to another. Mineralization must be continuous between drill fences but there is less confidence in geologic interpretation. The hydrogeological properties of the hosting horizon are studied by aquifer pump tests. The amenability of mineralization to ISR mining is demonstrated by laboratory leach tests. Mineralization is characterized by insufficient confidence in geological interpretation to support wellfield planning and development due to significant changes expected from additional drilling.
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Mineral Resource Estimates
A summary of the Project’s mineral resource estimates is provided in the table below.
Summary of Uranium Mineral Resources at the Alta Mesa ISR Project as of December 31, 2025.
(Based on a metal price of $83.43/lb. U3O8)
Category Tons (x 1,000) Avg Grade (%) U3O8 Total Lbs (x 1000) U3O8
Notes:
1enCore reports mineral reserves and mineral resources separately. Reported mineral resources do not include mineral reserves.
2The geological model used is based on geological interpretations on section and plan derived from surface drill hole information.
3Mineral resources have been estimated using a minimum grade-thickness cut-off of 0.30 ft% U3O8.
4Mineral resources are estimated based on the use of ISR for mineral extraction.
5Inferred mineral resources are estimated with a level of sampling sufficient to determine geological continuity but less confidence in grade and geological interpretation such that inferred resources cannot be converted to mineral reserves.
There have been no changes to the Alta Mesa Project Mineral Resource estimates for the year ended December 31, 2025, as compared to the year ended December 31, 2024.
Mining, Processing and Recovery Methods
Mining Method
The Company is mining uranium using ISR. An alkaline leach system of carbon dioxide and oxygen is used as the extracting solution. Bicarbonate, resulting from the addition of carbon dioxide to the extracting solution, is the complexing agent. Oxygen is added to oxidize the uranium to a soluble +6 valence state.
Mine Designs and Plans
From March 2023 to June of 2024, the Company renovated the CPP with equipment upgrades and refurbishments to the IX, elution and yellowcake processing circuits. During this timeframe, the Company also advanced mine development. Production and injection wells are installed to facilitate the in-situ mining process. Injection wells are used to inject chemically fortified natural groundwater into the ore body liberating uranium. Production wells are used to recover the uranium rich waters by pumping the production fluid to the surface. Wells are completed in only one mineralized zone at a time and in a manner that focuses fluid flow across the deposit. The Alta Mesa Project includes fully permitted production areas, including PAA-6 and PAA-7, with brownfield drilling being conducted in PAA-8 and PAA-9. As of December 31, 2024, in PAA-7, 943 holes were drilled of which 224 were deemed suitable for further development into injection and production wells. In PAAs 8 through 10, 161 holes were drilled targeting mineralization in multiple horizons. As of December 31, 2025, in PAA-7, 1,036 holes were drilled, of which 212 were deemed suitable for further development into injection and production wells. In PAA-3 extension, PAA-8 through PAA-10, a total of 526 holes were drilled, of which 10 were deemed suitable for further development into injection and production wells. Drilling targeted mineralization in multiple horizons.
Production Rates and Expected Mine Life
Flow rate and head grades will be maintained to achieve annual production rate. New wellfields will be developed and commissioned at a rate to ensure adequate head grades are maintained as operating wellfields are depleted to achieve production objectives.
Production rate was calculated using a production model as shown below. The production model was applied to mineral resources using the following parameters:
•Average recovery well flow rate of 45 gpm
•Maximum CPP flow rate of 7,500 gpm
•Average feed grade of 60 ppm U3O8
•80% mineral recovery in 32 months
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Production forecast by year are illistrated below. Alta Mesa Project’s wellfield solution head grades peaked at approximately 140 mg/L U3O8 and averaged approximately 65 mg/L U3O8 for both 2024 and 2025.
Production Forecast Model
Mine Construction
In February 2023, the Company completed the acquisition of the Alta Mesa Project from Energy Fuels Inc., establishing ownership of a second south Texas uranium processing plant. In March 2023, the Company announced its formal decision to resume commercial operations in early 2024 and commenced pre-construction and drilling activities preparing staging areas, drill pads and identification of equipment requiring maintenance or repair.
Processing and Recovery
The CPP collects and processes uranium. The CPP processing circuits consists of IX, elution, precipitation, dewatering, drying and packaging. Part of enCore’s operational plan is to mine uranium from satellite properties processing product at one of the company’s CPPs. The CPP has an IX uranium recovery capacity of 1.5 million lbs of uranium per year through three separate IX circuits.
In February 2024, enCore submitted the License R05360 Renewal and Amendment Application to the TCEQ requesting amendment to the existing license activities authorization to construct and operate remote ion exchange (RIX) facilities within the existing license area and to process resin for uranium extraction that is generated from other sources. RIX are self-contained stand-alone processing facilities with an IX circuit and a resin transfer system. RIX is the same uranium recovery process as IX in the CPP. Once uranium is recovered, loaded resin will be transferred via the resin transfer system and trucked to the CPP.
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Planned Work
•Complete installation of remaining modules in PAA-7.
•Continue uranium extractionin PAA-7.
•Install monitor wells for PAA-8.
•Install production wells and infrastructure for PAA-3 extension and begin production upon receipt of PAA.
•Continue to develop resources in the LC South area to define the next PAA.
•Continue exploration at the newly acquired Alta Mesa East property to develop a resource on the property
•There is ongoing wide spread drilling to determine a sitewide geologic understanding.
•Closer spaced drilling will continue to define total mineralization and define potential production area limits.
•Permitting efforts have begun on the Aquifer Exemption, RML and the UIC permit.
Mesteña Grande Uranium Project, Brooks and Jim Hogg Counties, Texas
The Mesteña Grande Project is an ISR uranium project located in south Texas. The Mesteña Grande Project lies within the southern part of the STUP. Uranium deposits in the STUP extend from Starr County at the international border with Mexico northeastward through Zapata, Jim Hogg, Brooks, Webb, Duval, Kleberg, McMullen, Live Oak, Bee, Atascosa, Karnes, Wilson, Goliad, and Gonzales counties. The center point of the Mesteña Grande Project is approximately 27.089° north longitude and 98.501° west latitude.
Part of the Company’s operational plan is to mine uranium from satellite properties processing IX resin at one of the Company’s CPPs. At the Alta Mesa Project, enCore has an active mine and CPP. Portions of the Project are located adjacent to the south and to the north of the Alta Mesa Project, with other parts located as much as 50 miles northwest of the CPP. enCore plans to develop and advance the Mesteña Grande Project and process uranium at Alta Mesa.
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The following technical and scientific description of the Mesteña Grande Project is based on the Mesteña Grande Technical Report Summary. Mesteña Grande does not have known “Mineral Reserves” and therefore is considered under SEC S-K 1300 definitions to be an Exploration Stage Property. The report is filed as Exhibit 96.5, to this Annual Report as of December 31, 2025. The South Texas Technical Report Summary was prepared in accordance with S-K 1300.
Property and Operational Overview
The Mesteña Grande Project properties include multiple project areas, including Mesteña Grande North (MGN), Mesteña Grande Central (MGC), Mesteña Grande South (MGS), Mesteña Grande Alta Vista (MGAV), Mesteña Grande El Sordo (MGES), Mesteña Grande North Alta Mesa (MGNAM) and the Mesteña Grande South Alta Mesa (MGSAM) project areas. The properties collectively total 194,119 acres. The northwest corner of the Mesteña Grande Project is adjacent to and extends for about 36 miles north-northwest of the Alta Mesa CPP from Brooks County into Jim Hogg County, Texas. The project extents cover approximately 30 miles in an east-west direction, and approximately 35 miles in a north-south direction.
Ownership
Mineral ownership in Texas is private estate. Under the Relinquishment Act of 1919, as subsequently amended, the surface owner is made the agent of the state for the leasing of such lands, and both the surface owner and the state receive a fractional interest in the proceeds of the leasing and production of minerals.
The Jones Ranch holdings include private surface and mineral rights for oil and gas and other minerals, including uranium. Uranium recovered at the Mesteña Grande Project will be processed at the Alta Mesa CPP under the current Uranium Solution Mining Lease, as described above under the property description for the Alta Mesa Project.
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Infrastructure
The site has uranium drill holes and related infrastructure (e.g., small mud pits temporarily constructed to facilitate drill operations and water supply ponds), and trucks and other equipment. Because of the Project’s proximity to Alta Mesa, Alta Mesa does serve as a base of operation for, administration, shop and warehouse, environmental support, and logging services. Water supply for the Mesteña Grande Project is from established and permitted local wells. Solid waste is disposed off-site at licensed disposal facilities. No tailings or other related waste disposal facilities are needed. Major power lines are located across the Mesteña Grande Project for grid access, with a comprehensive, well-maintained road system used for shipment of materials and equipment. Human resources are employed from nearby population centers, such as Corpus Christi, McAllen and Laredo, which are each about 100 miles or less from the site and are ready sources of materials and equipment.
Geology, Mineralization and Deposit
Uranium deposits are roll-fronts, typical to others found in the South Texas Uranium Province. Deposit genesis is related to the presence of highly reduced groundwater systems generated from the biogenic decomposition of natural gas and/or hydrogen sulfide seepage derived from deeper formations through localized faulting. At Mesteña Grande, uranium mineralization occurs in numerous locations within the Goliad, Oakville, and Catahoula Formations and is formed in much the same way as at Alta Mesa. Uranium bearing groundwater within each of these formations encountered reduction within the groundwater associated with major growth fault systems within the region.
The deposits at Mesteña Grande are characterized by vertically stacked roll-fronts controlled by stratigraphic heterogeneity, host lithology, permeability, reductant type and concentration, and groundwater geochemistry. Individual known roll-fronts may be few tens of feet wide, 2 to 10 feet thick, and often thousands of feet long. Collectively, roll-fronts are inferred to result in an overall deposit that is up to a few hundred feet wide, 50 to 75 feet thick and continuous for miles in length.
History
As discussed above regarding the Alta Mesa Project, Mesteña Uranium LLC completed most of the drilling on the adjacent Alta Mesa project and constructed the ISR facility and began production in the fourth quarter of 2005 until February 2013. Mesteña Uranium, LLC acquired the Mesteña Grande projects in 2006 as an exploration option to provide additional uranium feed to the Alta Mesa plant.
On June 17, 2016, Energy Fuels Inc., acquired both the Alta Mesa and the Mesteña Grande Projects. In November 2022, the Company entered into a Membership Interest Purchase Agreement dated November 14, 2022, with EFR White Canyon Corp., a subsidiary of Energy Fuels, to acquire four limited liability companies that together hold 100% of the Alta Mesa and Mesteña Grande Projects.Acquisition costs were $120 million payable in a combination of cash and vendor take-back convertible note secured against the assets.
In February 2024, the Company entered a joint venture with Boss. to develop and advance the Project. enCore retains ownership of 70% of the project and Boss holds 30%.See the discussion above under the description of the Alta Mesa Project for more information regarding the joint venture with Boss.
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Licensing and Permitting
The Project is not permitted or licensed to operate with the exception of the permits necessary for exploration. The most significant permits and licenses that will be required to operate the Project are (1) the TCEQ Source and Byproduct Materials License, (2) the Class I Mine Area Permit issued by TCEQ and (3) Production Area Authorizations (UIC Class III) that are issued at various times through LOM, deep injection non-hazardous Class I disposal wells issued by TCEQ, and an USEPA aquifer exemption.
The timing to prepare the applications and for agency review and approval is estimated to be 3 to 4 years and is not entirely in enCore’s control. The TCEQ’s ability to process enCore’s applications is dependent on the workload of the agency. With the renewed interest in uranium recovery, the application process timeline could be longer due to additional requests for ISR permits and licenses.
The costs to obtain these licenses and permits is estimated to be $2.87 million. These costs include environmental baseline sampling of the air, water (surface and subsurface), soils, and vegetation in the vicinity of the proposed activities. The background radionuclide concentrations in the environment will also be determined. For the UIC Class III permits monitor wells will be installed and sampled to establish baseline water quality prior to mining.
Mineral Resources
Key assumptions for the following Mineral Resource estimates are as follows:
•Mineral resources have been estimated based on the use of the ISR extraction method and yellowcake production as well as data collected from drillholes;
•Average density of 17.0 cubic feet per ton was used, based on historical sample measurements;
•Price forecast, production costs and an average wellfield recovery of 60% that accounts for dilution from mining hydrologic efficiency and metallurgical recovery, were used to estimate mineral resources,
•Average plant recovery of 98 %; and
•Average LOM uranium price of $85.48 based on TradeTech’s Uranium Market Study 2023: Issue 4.
Key Methods for the following Mineral Resources estimates are as follows:
• Geological interpretation of the orebody was done on section and plan from surface drill hole information,
• The orebody was modeled creating roll-front outlines for each of the deposit’s individual mineralized zones; and,
• Geological modeling and mining applications used ArcGIS Pro.
Measured Mineral Resources
Drilling is denser than 50x100 feet spacing for mineralized zones characterized by a uniform and easily correlatable roll-front morphology, from one drilling fence line to another. Mineralization must be continuous between drill fences. The hydrogeological properties of the hosting horizon are studied by aquifer pump tests. The amenability of mineralization to ISR mining is demonstrated by laboratory leach tests. Mineralization is characterized by sufficient confidence in geological interpretation to support detailed wellfield planning and development with no or very little changes expected from additional drilling.
Indicated Mineral Resources
Drilling density equivalent to or denser than 200x400 feet spacing for mineralized zones characterized by a uniform and easily correlatable roll-front morphology, from one drilling fence line to another. Mineralization must be continuous between drill fences. The hydrogeological properties of the hosting horizon are studied by aquifer pump tests. The amenability of mineralization to ISR mining is demonstrated by laboratory leach tests. Mineralization is characterized by sufficient confidence in geological interpretation to support wellfield planning and development with some changes expected from additional drilling.
Inferred Mineral Resources
Drilling density equivalent to about 800 feet spacing for mineralized zones characterized by less uniformity and not easily correlatable roll-front morphology, from one drilling fence line to another. Mineralization must be continuous between drill fences but there is less confidence in geologic interpretation. The hydrogeological properties of the hosting horizon are studied by aquifer pump tests. The amenability of mineralization to ISR mining is demonstrated by laboratory leach tests.
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Mineralization is characterized by insufficient confidence in geological interpretation to support wellfield planning and development due to significant changes expected from additional drilling.
Mineral Resource Estimates
Summary of Uranium Mineral Resources at the Mesteña Grande Uranium Project as of December 31, 2025.
Based on a metal price of $85.48/lb U3O8
Category Tons (x 1,000) Avg Grade (%) U3O8 Total Lbs (x 1000) U3O8
Measured - - -
Indicated - - -
Total Measured and Indicated - - -
Notes:
1.The Company reports mineral reserves and mineral resources separately. Reported mineral resources do not include mineral reserves.
2.The geological model used is based on geological interpretations on section and plan derived from surface drillhole information.
3.Mineral resources have been estimated using a minimum grade-thickness cut-off of 0.30 ft% U3O8.
4.Mineral resources are estimated based on the use of ISR for mineral extraction.
5.Inferred mineral resources are estimated with a level of sampling sufficient to determine geological continuity but less confidence in grade and geological interpretation such that inferred resources cannot be converted to mineral reserves.
There have been no changes to the Alta Mesa Project Mineral Resources estimates for the year-ended December 31, 2025, as compared to the year ended December 31, 2024.
Mining, Processing and Recovery Methods
The Company plans to recover uranium using resin IX (“RIX”). RIX are self-contained stand-alone processing facilities with an IX circuit and a resin transfer system. The process flow of the RIX is the same as the IX circuit in the CPP. Once uranium is recovered at the RIX, the loaded resin will be transferred via the resin transfer system to a resin trailer and trucked to the CPP for elution, precipitation, drying, and packaging. The RIXs at the Mesteña Grande Project will be larger to accommodate an increased flow rate. Infrastructure at the Alta Mesa Project will allow for processing of all RIX resin at the Alta Mesa CPP. For a description of mining method, mine design and plans and processing at Alta Mesa, see the discussion above for the Alta Mesa Project.
Dewey Burdock Project, Fall River and Custer Counties, South Dakota
The Dewey Burdock Project is an Exploration Stage Property located in southwestern South Dakota and forms part of the northwestern extension of the Edgemont Uranium Mining District. The Dewey Burdock Project includes federal claims, private mineral rights and private surface rights controlling the entire area within the licensed project permit boundary as well as surrounding areas. The Company currently controls approximately 16,962 acres of net mineral rights and 12,613 acres of surface rights. The net result of the royalty and rental payments results in a cumulative 4.85% surface and mineral royalty.
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Property and Operational Overview
The Dewey Burdock Project is in southwestern South Dakota and forms part of the northwestern extension of the Edgemont Uranium Mining District. The project area is in Townships 6 and 7 South, Range 1 East, of the Black Hills Prime Meridian approximately 13 miles north-northwest of Edgemont. The county line dividing Custer and Fall River countries, South Dakota, lies at the confluence of Townships 6 and 7 South. The permitted area encompasses approximately 10,580 acres of mostly private land and 240 acres under the control of the Bureau of Land Management.
Ownership
Mineral titles are comprised of federal claims, private minerals and private surface rights within the permit boundary and surrounding areas. Access and mineral rights are currently held by a combination of private surface use agreements, access and mining lease agreements, purchase agreements and federal mineral claims. The Company currently holds 16,962 mineral acres with an annual cost of $401,307. These royalties for fee minerals range from 2% to 4% of gross sales. Leases have been acquired from various landowners with several levels of payments and obligations. Where the Company will develop mineral resources, both surface and minerals are leased or controlled by unpatented mineral claims. Furthermore, enCore controls all surface and mineral rights within the permit boundary. Most leases and purchase agreements are maintained through annual payments. Several leases are subject to an annual payment that is based on uranium spot price at payment due date. Claims are held by annual payments to the Bureau of Land Management.
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Infrastructure
The Dewey Burdock Project is well supported by nearby towns and services. Major power lines are located across the project for electrical service. The Burlington Northern Sante Fe railroad crosses the Dewey Burdock Project, and a major railroad siding occurs at Edgemont and may be used for shipment of materials and equipment, if necessary. Human resources will be employed from nearby population centers, such as Edgemont, Custer and Hot Springs. Mineral and surface area leases have flexibility for placement of tanks, out buildings, storage areas and pipelines. The project area has no mining facilities or buildings. The only site equipment related to mining includes a weather monitoring station, radiological monitoring stations and monitor wells. Estimated capital costs are $262.2 million, which includes pre-construction permitting and licensing, wellfield development, the CPP, satellite and associated infrastructure. Estimated capital costs are $264.2 million, which includes pre-construction permitting and licensing, wellfield development, the CPP, satellite and associated infrastructure.
Geology, Mineralization and Deposit
The Edgemont Uranium District is located on the southwest side of the Black Hills Uplift. The Black Hills Uplift is a Laramide Age structure forming a northwest trending dome about 125 miles long x 60 miles wide located in southwestern
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South Dakota and northeastern Wyoming. The uplift has deformed all rocks in age from Cambrian to latest Cretaceous. Subsequent erosion has exposed these rock units dipping outward in successive elliptical outcrops surrounding the central Precambrian granite core. Differential weathering has resulted in present day topography of concentric ellipsoids of valleys under softer rocks and ridges held up by more competent units. The Cretaceous sediments contain uranium roll front deposits in the more porous and permeable sands within the Inyan Kara Group, Lakota Formation and Fall River Formations. The entire Inyan Kara Group consists of basal fluvial sediments grading into near marine sandstones, silts and clays deposited along the ancestral Black Hills Uplift. The sandstones are continuous along the entire western flank of the uplift and dip about 3 degrees to the southwest in the Dewey Burdock Project area.
The Lakota and Fall River Formations were deposited by northward flowing stream systems. Sediments are characterized by point bar and traverse bar deposition in meandering fluvial systems. Sand units fine upward with numerous cut-and-fill structures indicative of channel migration depositing silt and clay upon older sand. The Fall River sands are noticeably thinner with marine sediments superimposed directly on the fluvial sands.
The depositional characteristics of the Lakota and Fall River Formations result in stratigraphic heterogeneity within the sands. Because of this heterogeneity, uranium mineralization occurs as multiple sinuous roll fronts, instead of one large front as is observed in more homogeneous sands. Individual roll fronts are continuous and generally trend along strike but may or may not overlap. Individual roll fronts average about 8 feet thick and 30 feet wide. Where overlapping occurs the deposit can be tens of feet thick and hundreds of feet wide. The strike length of individual roll fronts is variable but often on the order of thousands of feet, where the total strike length of the deposit is measured in miles. Depth to mineralization is variable and ranges from about 180 to 920 feet.
History
Uranium minerals were discovered in the vicinity of the Dewey Burdock Project as early as 1952 and were mined by small mining companies using open pit, adit or shallow underground mines. These mining companies leased the mineral rights from mineral or other claim owners and by the late 1950s the deposits came under the control of Susquehanna, which owned the process mill located in Edgemont. Susquehanna mined most of the known shallow uranium deposits prior to the mill’s closure in 1972.
During the uranium boom of the 1970s, several companies returned to the Dewey Burdock Project area, acquired leases and began exploration for deeper deposits. Multiple exploration companies, including Wyoming Mineral, Homestake Mining Company, Federal Resources and Susquehanna discovered deeper uranium roll-front type mineralization. The project area went through multiple subsequent owners, including the Tennessee Valley Authority (“TVA”), which developed a resource to warrant mine plans that included an underground mine shaft at both the Burdock and Dewey sites and a new uranium mill that was planned to be near Burdock. On October 29, 2014, Powertech merged with Azarga Resources Limited forming Azarga Uranium. To further consolidate project resources, Azarga entered into a binding property purchase agreement with Energy Metals on November 18, 2005, whereby Azarga acquired a 100% interest in 119 mineral claims covering approximately 2,300 acres. In 2021, Azarga and enCore entered into an agreement whereby enCore was to purchase Azarga.In September of 2021, the acquisition was finalized with enCore acquiring multiple assets in various stages of development including the advanced stage Dewey Burdock Project.
Licensing and Permitting
The Dewey Burdock Project is the first uranium ISR facility to submit permit applications in the state of South Dakota. As such, there is inherent risk in a new permitting process, regulatory unfamiliarity with ISR methods, and an untested review period. The amount of time required for regulatory review of all permits associated with the commissioning of an ISR facility is highly variable and directly affects project economics. The Company intends to have all permits necessary to construct in 2027. The timeframe to obtain licenses and permits is expected to be impacted by environmental nongovernmental organizations (“NGO’s”) and public contestation of both state and federal permits and licenses. Time for contested cases has been accounted for in the project development schedule.
The Dewey Burdock Project has drawn attention from environmental NGO’s, tribal governments, and individuals in the public. enCore is managing this risk through the state and federal permitting processes. Extensive efforts by the regulatory agencies have proceeded to near completion of all major permitting and licensing actions.
The NRC license (SUA 1600), which was issued in 2014, challenged and appealed, is now in good standing and in timely renewal. The license renewal application is being reviewed by the NRC with a licensing decision currently projected for May 2026. The NRC’s safety evaluation report was completed with favorable results in December 2025. The NRC’s
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National Historic Preservation Act (“NHPA”) and National Environmental Policy Act (“NEPA”) reviews are expected to conclude shortly before the licensing decision in May 2026. In January 2025, the NRC’s Atomic Safety and Licensing Board (“ASLB”) granted a petition by the Oglala Sioux Tribe (“OST”), Black Hills Clean Water Alliance, and NDN Collective (“Petitioners”) to challenge the license renewal application. enCore has appealed the ASLB’s decision to admit Petitioners as parties to the licensing proceeding, which appeal is currently pending before the NRC. The NRC license remains effective during the pendency of license renewal proceedings.
The EPA issued the Class III and Class V Area UIC permits and Aquifer Exemption in 2020. The OST challenged the Class III and Class V UIC permits at EPA’s Environmental Appeals Board (“EAB”) and the Aquifer Exemption in the Eighth Circuit Court of Appeals. The EAB remanded the Class III and Class V permits to the EPA to supplement the administrative record and the permits were subsequently reissued without change on March 14, 2025. The Petitioners subsequently challenged the reissued permits at the EAB. On September 16, 2025, the Company announced that the EAB denied in full the Petitioners’ challenge against the EPA’s issuance of Class III and Class V UIC permits. The decision upholds, finalizes, and activates all of the Dewey Burdock Project federal permits and allows commencement of state permitting activities in 2026, accelerating the Dewey Brock Project towards development ahead of schedule.
The EAB decisions regarding EPA compliance with NHPA and NEPA were favorable rulings and consistent with the 2023 D.C. Circuit Court of Appeals rulings where similar appeals were made by the OST against the NRC Source Material License. The EAB further held that the EPA complied fully with the Safe Drinking Water Act and the Administrative Procedure Act, denying all of the claims asserted in the appeal.
Although the Petitioners have appealed the reissued EPA final permits, the permits remain effective and allow enCore to proceed once the state permits are issued.
The OST appeal of the EPA Class III and Class V UIC permits is now combined with the appeal of the EPA issuance of the Aquifer Exemption currently pending before the 8th Circuit Court of Appeals.
In South Dakota, enCore is advancing work on the major state permits needed to operate the Dewey Burdock Project. The State Engineer had previously recommended approval of the Inyan Kara (#2686-2) and Madison (#2685-2) Water Rights. Based on recent discussions with the Department of Agriculture and Natural Resources (“DANR”), the most appropriate and expeditious path to advance water rights and resume the DANR Water Management Board hearings will be to provide an updated application which is being finalized. Similarly, the Company is also working to advance the DANR Large- Scale Permit to Mine approvals and resume hearings. DANR has recommended conditional approval of the Groundwater Discharge Plan and Large-Scale Permit to Mine. It should be noted that now that the Class V UIC disposal well permit has been issued, enCore has paused advancing the Ground Water Discharge Plan at this time as it is not operationally essential.
Mineral Resources