enCore Energy Corp. (TSXV:EU) executed a non-binding letter of intent to acquire Azarga Uranium Corp. (TSX:AZZ) from AK Jensen Investment Management Limited, Officers and Directors of Azarga and others for approximately CAD 170 million on July 29, 2021. enCore Energy Corp. entered into a definitive arrangement agreement to acquire Azarga Uranium Corp. from Officers and Directors of Azarga and others on September 7, 2021. Under the terms of the Agreement, Azarga shareholders will receive 0.375 common shares of enCore for each Azarga common share held. Additionally, the Exchange Ratio will be subject to an adjustment mechanism at the closing of the transaction. The Closing Exchange Ratio shall be equal to the greater of: (i) the Exchange Ratio; or (ii) an exchange ratio calculated as CAD 0.54 divided by enCore's 15-day volume-weighted average price prior to the closing of the transaction, subject to a maximum Closing Exchange Ratio of 0.49 common shares of enCore for each share of Azarga outstanding. Officers and Directors of Azarga holding approximately 7% of the outstanding shares of Azarga. Outstanding and unexercised warrants and options to purchase Azarga Shares were deemed to be exchanged for options and warrants to purchase enCore Shares and were adjusted in accordance with their terms based on the Exchange Ratio. Following the completion of the arrangement, Azarga will became a wholly- owned subsidiary of encore. In connection with the closing of the Transaction, enCore intends to seek the listing of its shares on the NYSE-AMEX or NASDAQ exchange which may include a share consolidation in order to meet initial listing requirements.

The agreement includes a termination of CAD 4 million payable to enCore in certain circumstances. On closing of the arrangement, the current board of directors and management of enCore and Azarga Uranium will remain unchanged.  The combined company will be managed by the current enCore executive team, led by Paul Goranson as Chief Executive Officer & Director, William Sheriff as Executive Chairman, Carrie Mierkey as Chief Financial Officer, and Dennis Stover, as Chief Technical Officer. Blake Steele, current President & Chief Executive Officer of Azarga, will continue as a Strategic Advisor to the combined company and John Mays, current Chief Operating Officer of Azarga, will continue as Chief Operating Officer of the Azarga subsidiary, with a core focus to manage the continued advancement of the Dewey Burdock and Gas Hills projects. Upon closing of the transaction, Sandra MacKay, a current director of Azarga, will be appointed to the board of enCore. The transaction is subject to approval by at least 66 2/3% shareholders of Azarga, regulatory approvals, third party approvals, dissenters rights limited and the satisfaction of certain other closing conditions customary in transactions of this nature, including, without limitation, court and stock exchange approval. The agreement has been unanimously approved by the boards of directors of both enCore and Azarga. The Azarga Special Meeting is expected to be held in October or November 2021. As of October 21, 2021, the meeting for shareholder vote will be held on November 16, 2021. The arrangement was approved by the shareholders of Azarga at the special meeting of shareholders held on November 16, 2021. The British Columbia Supreme Court hearing for the final order to approve the Plan of Arrangement is expected to occur on November 19, 2021. Azarga obtained a final order in respect thereof from the Supreme Court of British Columbia on December 16, 2021. Closing of the transaction is anticipated to occur in November 2021. The parties expect to receive approval from the United States Nuclear Regulatory Commission on or about December 28, 2021 and to close the transaction shortly thereafter. As of December 23, 2021, the transaction is expected to close on December 31, 2021.

Clarus Securities Inc. has provided a fairness opinion to the Board of Directors of enCore and each of Haywood Securities Inc. and Evans & Evans, Inc. have provided fairness opinions to the Board of Directors of Azarga. PowerOne Capital Markets Ltd. is acting as financial advisor to enCore. Edward L. Mayerhofer of Morton Law LLP is acting as legal counsel to enCore. Haywood Securities Inc. is acting as financial advisor to Azarga. Steven McKoen of Blake, Cassels & Graydon LLP is acting as legal counsel to Azarga. Computershare Trust Company of Canada acted as transfer agent to Azarga. Andrew Weekly of the SmithWeekly Group and Edward Sendrea of Gravedigger Capital Ltd. provided with industry evaluation. encore proposed to issue up to 580,043 common shares in the capital of encore for a portion of their fee for the financial advisory services provided to Azarga.