EnCore Energy : December 31, 2021 Management's Discussion and Analysis

enCore Energy Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2021 AND 2020

(Expressed in Canadian Dollars)

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enCore Energy Corp.

Management's Discussion and Analysis

For the years ended December 31, 2021 and 2020

Set out below is a review of the activities, results of operations and financial condition of enCore Energy Corp. and its subsidiaries ("enCore", or the "Company") for the years ended December 31, 2021 and 2020. The following information, prepared as of April 29, 2022 should be read in conjunction with the consolidated financial statements for the years ended December 31, 2021 and 2020, and the accompanying notes thereto, which have been prepared in accordance with International Financial Reporting Standards ("IFRS").

All dollar figures included in management's discussion and analysis ("MD&A") are quoted in Canadian dollars unless otherwise indicated. Additional information related to the Company is available on SEDAR atwww.sedar.com.

COMPANY BACKGROUND

enCore Energy Corp. was incorporated on October 30, 2009 under the Laws of British Columbia and is principally engaged in the acquisition and exploration of resource properties in the United States. The Company is a reporting issuer in British Columbia, Alberta and Ontario, and trades on the TSX Venture Exchange (symbol "EU") and on the OTCQB Venture Market (symbol "ENCUF").

DESCRIPTION OF THE BUSINESS

enCore Energy Corp.'s business objective is to be a leading, low cost and profitable in-situ recovery uranium producer in the United States. Uranium market conditions are improving as a result of realization of market supply-demand fundamentals and a shift toward de-globalization in the nuclear industry. There are many factors contributing to the change in global fundamentals including continued deferment of re-starts of existing standby and new primary sources of supply, along with a continued increase in the number of operating nuclear reactors and reactors under construction. According to the World Nuclear Association, globally there are 439 reactors operating, 56 reactors under construction, and 96 reactors planned for construction. Nuclear energy, fueled by uranium, is gaining acceptance as a clean and reliable energy source, a clearly superior choice for the world. The growing urgency to reduce carbon emissions world-wide has pushed nuclear energy generation to the forefront with the United States being the world's largest consumer of uranium. Currently, the U.S. is completely reliant on imported uranium, but with the shift to deglobalize supply chains, domestic nuclear power utilities are looking to the U.S. as a source of uranium to secure a domestic supply chain and diversify their demand away from Russia, Kazakhstan, and China.

enCore's business objective represents a powerful economic opportunity in the changing uranium market.

The enCore team is led by industry experts with extensive knowledge and experience in all aspects of in situ recovery (ISR) extraction uranium operations and the nuclear fuel cycle. Our strong technical team forms the basis for our strength, including expertise in ISR operations, reclamation, permitting and exploration. We have a broad set of uranium assets that provide a growing production pipeline that includes near term production, advanced development, long term, and exploration projects. Our team utilizes a collection of multiple data bases of United States assets allowing us to benefit exclusively in the uranium sector from historic drilling data in our exploration efforts. We have leveraged that data to acquire near term production uranium properties. With our skilled, experienced technical team and workforce, we operate with phenomenal safety records and years without a Lost Time Accident.

With our diverse portfolio of uranium projects, enCore is prioritizing those projects that will utilize in-situ recovery (ISR) technology to produce uranium. ISR extraction, when compared to conventional open pit or underground mining, requires less capital and operating expenditures with a shorter lead time to extraction and a reduced impact on the environment, including minimizing groundwater use. Compared to conventional underground and open pit uranium mining and milling, the historic worker safety record in the ISR segment of industry has been unsurpassed in the mining industry overall.

To support our production pipeline and development plans, we have a uranium sales strategy supported by a base structure of term supply agreements while preserving exposure to the spot market. This strategy assures that we will have committed sales to support the capital necessary for construction of new projects, and we will maintain flexibility to be opportunistic as market conditions continue to change in favorable ways. In 2021, we announced two term supply agreements, one with UG USA and one with a Fortune 150 U.S. nuclear utility. Combined, we have secured 2.7 million pounds U3O8 in committed uranium sales from 2023 to 2027. One of the commitments provides the optionality to extend with an additional 600,000 pounds U3O8 to 2030. We will continue to assess opportunities to secure future term agreements that will support our continued project and production growth strategy.

In Texas, our production strategy is centered on our two fully licensed Central Processing Plants located at the Rosita Project and Kingsville Dome Project, and it utilizes relocatable satellite plants located at the ISR wellfields where the uranium is produced. We utilize an alkaline leach chemistry that is formed using native groundwater, oxygen, and sodium bicarbonate (baking soda). Our uranium ore bodies are highly amenable to this chemistry. As the uranium loaded groundwater is pumped to the surface, the uranium is collected on ion exchange (IX) resin and the barren groundwater is refortified with oxygen and reused. The loaded resin is then transferred by truck to the Central Processing Plant, where the uranium is recovered, concentrated, dried, and packaged. The barren resin is transported back to the satellite plant located at the production wellfield for reuse. This approach provides a low-cost production model that allows us to produce from a diverse set of uranium properties in multiple remote locations.

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enCore Energy Corp.

Management's Discussion and Analysis

For the years ended December 31, 2021 and 2020

Our fully licensed and 100% owned Central Processing Plant at the Rosita Project (Rosita Plant) is our starting point for our Texas operating strategy. enCore's Rosita Plant is located approximately 60 miles from Corpus Christi, Texas and has a 800,000 pound U3O8 per year capacity currently under modernization and refurbishment that is expected to be completed by the end of Q2 of 2022. The plant is on schedule and on budget to meet a 2023 production target. The Rosita Plant will act as the central processing site for the Rosita extension, Rosita South Extension, and the Upper Spring Creek Uranium Project. These are the immediately planned production wellfields that support our objective of a production start and meeting our firm sales commitments. The Central Processing Plant at the Kingsville Dome Project (Kingsville Dome Plant) will be maintained to be available to increase production capacity as additional satellite plants and production wellfields are brought into production.

Simultaneous to advancing production in Texas, we are advancing our production pipeline in other states where we have uranium projects. Notably, the advanced stage Dewey-Burdock Uranium Project (Dewey-Burdock) in South Dakota has demonstrated ISR resources coupled with robust economics. The project has its source material license from the U.S. Nuclear Regulatory Commission and its injection permits from the U.S. Environmental Protection Agency. We are currently advancing work on the remaining permitting effort with the expectation that cash flow from our Texas operations will support the build out of Dewey-Burdock for production. We have also started the initial permitting work to advance the Gas Hills Uranium Project (Gas Hills) as an ISR uranium recovery operation located in Central Wyoming, approximately 60 miles west of Casper, WY. Gas Hills is currently at PEA stage, and it is ideally located in the historic Gas Hills Uranium Mining District. We have Dewey-Burdock and Gas Hills as our mid-term production assets within our planned production pipeline.

Our assets in New Mexico represent a significant piece of our long-term assets in our planned production pipeline. enCore has successfully acquired a dominant position in the historic uranium districts in New Mexico, and it controls a significant mineral endowment that has a minimal holding cost. We believe that there is significant work necessary to overcome legacy issues related to historic uranium mining and milling, and we are executing an engagement strategy with local communities to support expected licensing and permitting work necessary to unlock the value of that endowment. Additionally, we have significant mineral holdings in Wyoming, Arizona, Utah, and Colorado that can have their value unlocked through additional exploration or potential monetization through consolidation and possible divestment.

We continually invest and support technological improvements in the industry, as an example, we have invested directly in technology development by owning approximately 35% of Group 11 Technologies. Group 11 draws on the talents and technical expertise of our team as it initially tests the utilization of ISR for gold extraction, potentially unlocking economic and environmental benefits. We believe this investment could result in disruptive technology for the economic extraction of several metal commodities.

At enCore, we have a clear pathway to production across the United States and are focusing our expansion efforts in jurisdictions with well-established regulatory environments for the development of ISR uranium projects such as Texas and Wyoming. We are leveraging the near-term production assets in South Texas to support our South Dakota-based Dewey Burdock and Wyoming-based Gas Hills projects for mid-term production opportunities with advanced projects and established resources. We will leverage mineral rights in historically successful mining areas that have had past exploration and extraction activities. Our significant New Mexico uranium resource endowment provides long-term opportunities and an opportunity to establish mutually beneficial relationships with indigenous communities. We also support local communities with local hiring and capital spending in the communities where we work.

CORPORATE HIGHLIGHTS

In February 2021, the Company announced that Scott Davis had resigned his position of Chief Financial Officer and Carrie Mierkey had been appointed as Chief Financial Officer.

In March 2021, the Company issued 15,000,000 units for a private placement at a price of $1.00 per unit, for gross proceeds of $15,000,000. Each unit consisted of one common share and one-half share purchase warrant. Each whole warrant entitles the holder to purchase one additional share at a price of $1.30 for a period of three years. The Company paid commissions totaling $993,015 and issued 758,001 finders' warrants. The finder's warrants are exercisable into one unit of the Company at a price of $1.00 for three years from closing

In March 2021, the Company divested its non-core properties in the White Canyon District located in San Juan County, UT. These non-core properties consist of the Geitus, Blue Jay, and Marcy Look claim blocks. These properties were transferred to Kimmerle Mining LLC using a Quit Claim Deed. The Company retains a Royalty Deed on those properties that grants the Company a net smelter return royalty equal to 6 six per cent (6%) of the net proceeds received for Uranium mined, produced or otherwise derived from the properties and processed or otherwise prepared for sale.

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enCore Energy Corp.

Management's Discussion and Analysis

For the years ended December 31, 2021 and 2020

In March 2021, the Company divested three and one half (3 1/2) Sections (2,240 acres) of fee mineral interests in Township 14 North, Range 12 West, located in McKinley County, New Mexico, to Tri State Generation and Transmission Association for $112,314 ($89,600 US).

In April 2021, the company acquired 200,000 pounds of U308 for a purchase price of $37.12 per pound ($29.65 USD per pound) or $7,423,767 and another 100,000 of U308 for a purchase price of $37.58 per pound ($30.80 USD per pound) or $3,757,600. These spot market purchases were made to de-risk future uranium deliveries associated with anticipated contractual production timelines from planned ISR operations. The purchases strengthen the Company's working capital and provide optionality in support of future capital development of its South Texas assets.

In May 2021, the Company granted 465,000 stock options to directors, officers, advisors and consultants, to purchase an aggregate of up to 465,000 common shares at a price of $1.44 per share for a five-year period, in accordance with its stock option plan.

On June 24, 2021, the Company announced the positive Preliminary Economic Assessment and combined N.I. 43-101 Technical Report for the Juan Tafoya-Marquez Project in New Mexico.

In July 2021, the Company entered a new uranium supply contract with UG USA, Inc. Pursuant to the agreement, UG will purchase up to two million pounds of U3O8 from the Company from 2023 through 2027. The sales price under the new agreement will be tied to spot market pricing with terms that are representative of current market conditions and practices.

On July 20, 2021, the Company announced an update on its South Texas Operations. The announcement included the following: The acquisition of mineral and surface properties in known uranium historic resource areas that provide a pipeline of future production projects to feed the Rosita plant as satellite operations; commencement of the refurbishment and upgrade work for the Rosita Processing Facility projected for completion by Q2 2022; preparation of applications to the State of Texas for the commencement of confirmation drilling; completion of surface reclamation and decommissioning work at the former Vasquez ISR project.; and the relocation of the Corporate Office to Corpus Christi, Texas.

In August 2021, the Company and UG agreed to terminate an existing sales agreement, that was acquired by the Company in the asset acquisition with Westwater Resources Inc. A cancellation fee of $2,750,000 USD was paid by the Company to UG on January 15, 2022.

On September 7, 2021 the Company announced the definitive agreement to combine enCore Energy Corp. and Azarga Uranium Corp. With this transaction, enCore acquires all the issued and outstanding common shares of Azarga pursuant to a court-approved plan of arrangement. The transaction consolidates an industry leading pipeline of exploration and development staged in-situ recovery ("ISR") focused uranium projects located in the United States, including the licensed Rosita & Kingsville Dome past producing uranium production facilities in South Texas, the advanced stage Dewey Burdock development project in South Dakota, which has been issued its key federal permits, the PEA-stage Gas Hills Project located in Wyoming, and a portfolio of resource stage projects throughout the United States.

In September 2021, the Company sold 200,000 lbs of U308 for an average sales price of $40.24 per pound ($32.10 USD per pound) or $8,047,470 ($6,420,000 USD).

In December 2021, the Company entered into a new uranium supply contract with a Fortune 150 United States utility. Pursuant to the agreement, the utility will purchase U3O8 from the Company up to 1.3 million pounds from 2024 through 2027. The sales price under the agreement will be tied to spot market pricing with a ceiling price significantly higher than spot market price at the time of the agreement.

On December 31, 2021, the Company and Azarga Uranium Corporation "Azarga" completed a transaction whereby the Company acquired all of the issued and outstanding common shares of Azarga by way of a statutory plan of arrangement under the Canada Business Corporations Act. Pursuant to the terms of the Arrangement, securityholders of Azarga received 0.375 common shares of enCore for each Azarga common share (the "Exchange Ratio"). Additionally, all outstanding vested and unvested stock options and share purchase warrants of Azarga were exchanged for replacement options and warrants of enCore, adjusted for the Exchange Ratio.

Subsequent to the year ended December 31, 2021 the Company granted incentive stock options to an employee to purchase up to 50,000 common shares in the capital of the Company at a price of $1.67 per share for a five-year period, in accordance with its Stock Option Plan. Vesting will occur over a period of twenty-four months, with an initial 25% of the Options vesting six months following the date of grant, followed by an additional 25% of the Options every six months thereafter until fully vested.

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enCore Energy Corp.

Management's Discussion and Analysis

For the years ended December 31, 2021 and 2020

Subsequent to the year ended December 31, 2021 the Company granted incentive stock options to certain of its directors, officers, employees and consultants to purchase an aggregate of up to 7,090,000 common shares in the capital of the Company at a price of $1.40 per share for a five-year period, in accordance with its Stock Option Plan. Vesting will occur over a period of twenty-four months, with an initial 25% of the Options vesting six months following the date of grant, followed by an additional 25% of the Options every six months thereafter until fully vested.

Subsequent to the year ended December 31, 2021, the Company issued 287,500 options to a consultant at an exercise price of $1.57 per common share. All options vested immediately.

Subsequent to the year ended December 31, 2021, the Company entered into an agreement to forward purchase 200,000 pounds U3O8 from a third party. The agreement allows the Company to acquire the uranium in 2023 at a fixed price, and the company has prepaid a portion of the forward purchase price to secure the purchase agreement.

Subsequent to the year ended December 31, 2021, the Company announced the technical report entitled "Crownpoint and Hosta

Butte Uranium Project McKinley County, New Mexico, USA" dated February 25, 2022, with an effective date of February 25, 2022 and a revision date of March 16, 2022, prepared by Douglas L. Beahm, P.E., P.G., Carl Warren, P.E., P.G., and W. Paul Goranson, P.E.

Subsequent to the year ended December 31, 2021, the Company published its Annual Information Form for the year ended December 31, 2020, updated with subsequent events as of March 1, 2022.

Subsequent to the year ended December 31, 2021, the Company issued 19,607,842 units for a "bought deal" prospectus offering at a price of $1.53 per unit, for gross proceeds of $29,999,998. Each unit consisted of one common share and one-half share purchase warrant. Each whole warrant entitles the holder to purchase one additional share at a price of $2.00 for a period of two years. The Company paid commissions totaling $1,612,500 and issued 1,053,922 finders' warrants. The finder's warrants are exercisable into one unit of the Company at a price of $1.53 for two years from closing.

Subsequent to the year ended December 31, 2021, the Company sold 100,000 pounds of physical uranium at a purchase price of $42.50 per pound for gross proceeds of $4,250,000 USD.

Subsequent to the year ended December 31, 2021 the Company issued 283,750 shares pursuant to the exercise of stock options for gross proceeds of $115,124.

Subsequent to the year ended December 31, 2021 the Company issued 1,462,247 shares pursuant to the exercise of Broker Unit Warrants for gross proceeds of $347,856.

Subsequent to the year ended December 31, 2021 the Company issued 1,301,281 shares pursuant to the exercise of warrants for gross proceeds of $522,876.

Subsequent to the year ended December 31, 2021 the Company issued 580,043 shares pursuant to a financial advisory agreement between Haywood and Azarga Uranium Corp.

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