EnCore Energy : EU Azarga Business Combination

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w w w . a z a r g a u r a n i u m . c o m | T S X : A Z Z

Uranium Consolidation in the United States

enCore Energy Acquisition of Azarga Uranium

September 2021

Disclaimer

The technical contents of this presentation were reviewed and approved on behalf of enCore Energy Corp. by Dr. Douglas Underhill, CPG, and on behalf of Azarga Uranium Corp. by Mr. John Mays, P.E., each a Qualified Person as defined by National Instrument 43-101.

This presentation contains certain statements that may be deemed "forward-looking statements". Information set forth may involve forward-looking statements under applicable securities laws. Forward-looking statements are statements that relate to future, not past, events. In this context, forward-looking statements often address expected future business and financial performance, and often contain words such as "anticipate", "believe", "plan", "estimate", "expect", "scheduled", "potential", "target", "goal", "subject", "efforts", "option" and "intend", statements that an action or event "may", "might", "could", "should", or "will" be taken or occur, or other similar expressions. Forward-looking statements in this press release include, but are not limited to, statements related to the anticipated completion of the plan of arrangement between enCore and Azarga whereby encore will acquire all of the issued and outstanding shares of Azarga (the "Transaction"), the terms of the Transaction, the benefits of the Transaction, the combined company, the directors and officers of the combined company, the merits of the properties of enCore and Azarga, the potential to expand assets of enCore and Azarga, the potential share consolidation and listing of the shares of the combined company on a U.S. stock exchange, the potential to target higher grade mineralization and improve production viability at lower prices at the Marquez-Juan Tafoya Project and all statements related to the business plans, expectations and objectives of enCore and Azarga. All statements included herein, other than statements of historical fact, without limitation, are forward-looking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements, level of activity, or other future events of enCore and/or Azarga, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: any inability of the parties to satisfy the conditions to the completion of the Transaction on acceptable terms or at all, receipt of necessary stock exchange, court and shareholder approvals, the ability of enCore and Azarga to achieve their stated goals and objectives; the costs associated with the companies' objectives; and risks and uncertainties identified in the management discussion and analysis section of each party's interim and most recent annual financial statement or other reports and filings with the Toronto Stock Exchange, TSX Venture Exchange and applicable Canadian securities regulators. Although management of each of enCore and Azarga has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate. Accordingly, Investors should not place undue reliance on forward-looking statements. Neither enCore or Azarga will update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws. enCore and Azarga caution Investors not to place undue reliance on these forward-looking statements and it does not undertake any obligation to revise and disseminate forward-looking statements to reflect events or circumstances after the date hereof, or to reflect the occurrence of or non-occurrence of any events. The information provided in this presentation is provided solely for general knowledge purposes. This presentation is not intended to be a comprehensive review of all matters and developments concerning the parties and neither party assumes any responsibility for its completeness, accuracy and currency. Although information used in this presentation is believed to be accurate as at the date hereof, it may not be accurate when read. enCore and Azarga do not undertake to update any of the information provided in this presentation. For current information please refer to both parties' filings on SEDAR (www.sedar.com) or contact the parties directly.

THIS PRESENTATION IS PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL THE PARTIES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS OR EMPLOYEES, BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES DUE TO LOSS OF PROFITS OR BUSINESS INTERRUPTION) DUE TO THE READER'S USE OF THIS PRESENTATION.

This presentation is not to be construed as an offer to sell, or a solicitation of an offer to buy securities of the either party. An offer to sell, or a solicitation of an offer to buy securities of either party can only be made by a broker-dealer registered in all jurisdictions in which such an offer is being made and only if such offer is otherwise made in accordance with all applicable securities laws, regulations, and rules of any kind whatsoever. The information in this presentation is not intended in any way to qualify, modify or supplement any prospectus or other information disclosed under the corporate and securities legislation of any jurisdiction applicable to the parties. No securities commission has in any way passed on any of the information contained in this presentation.

THE FOREGOING LIMITATIONS AND DISCLAIMERS APPLY REGARDLESS OF THE CAUSES OR CIRCUMSTANCES GIVING RISE TO THE LOSS, DAMAGE, CLAIM OR LIABILITY, EVEN IF SUCH LOSS, DAMAGE, CLAIM OR LIABILITY IS BASED UPON BREACH OF CONTRACT (INCLUDING, WITHOUT LIMITATION, A CLAIM OF FUNDAMENTAL BREACH OR A BREACH OF A FUNDAMENTAL TERM), TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR STRICT LIABILITY.

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Transaction Highlights

• Most diversified US ISR uranium development company
• • Turnkey production capability (Texas)
  • Advanced-stageDewey Burdock project (South Dakota)
  • Pipeline project at Gas Hills (Wyoming)
  • Significant uranium resource endowment (New Mexico)
• Combined M&I resources of 90Mlbs uranium
• Well positioned to benefit from America's nuclear renaissance, which boosts bi-partisan political support
• Proven management and board with key US uranium development and operating experience

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American Uranium

• Transaction consolidates an industry leading pipeline of exploration and development staged ISR focused uranium projects throughout the Western US
• Combined resource base of 90.0Mlbs in the M&I category, 9.9Mlbs in the Inferred category, and 68.4Mlbs in the historic category*
• Portfolio diversity allows for advancement of projects simultaneously across multiple jurisdictions
• Reinforces the company's strategy to achieve a deep development pipeline and maximize resource scale
• Advanced permitting in South Dakota and Texas
• Texas and Wyoming are Agreement States with advanced ISR uranium regulatory environments

*A Qualified Person (as defined in NI43-101) has not done sufficient work to classify the historical estimate as a current mineral resource. Additional work will be required to verify and update historical estimates, including a review of assumptions, parameters, methods and testing. Historical estimates do not use the current mineral resources categories prescribed under NI 43-101. enCore is not treating the historical estimate as a current mineral resource and it should not be relied upon.

*See Appendix slides 24 to 26 for resource summary and disclosure.

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Transaction Terms

Structure	• enCore Energy Corp. ("enCore" or "EU") to acquire Azarga Uranium Corp. ("Azarga" or "AZZ")
pursuant to a plan of arrangement under the Business Corporations Act (British Columbia)
	• 0.375x shares of enCore for each share of Azarga ("Exchange Ratio")
Consideration	• The Exchange Ratio will be subject to an adjustment mechanism at closing ("Closing Exchange
Ratio"). The Closing Exchange Ratio shall be equal to the greater of: (i) the Exchange Ratio; or (ii) an
	exchange ratio calculated as $0.54 divided by enCore's 15-dayvolume-weighted average price prior
	to closing, subject to a maximum Closing Exchange Ratio of 0.49x
Board Compositions	• One director nominee of AZZ to be appointed to the EU Board of Directors
Deal Protections	• Customary non-solicitation,right-to-match, and fiduciary out provisions
• Termination fee of $4.0 million payable in certain circumstances
Corporate Matters	• Objective to seek a listing on the NYSE-AMEX or NASDAQ

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