enCore Energy Corp.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE SIX MONTHS ENDED JUNE 30, 2022 AND 2021 (Expressed in Canadian Dollars)

enCore Energy Corp.

Management's Discussion and Analysis

For the six months ended June 30, 2022 and 2021

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 six months ended June 30, 2022 and 2021. The following information, prepared as of August 29, 2022 should be read in conjunction with the unaudited condensed consolidated interim financial statements for the six months ended June 30, 2022 and 2021, 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 at www.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 uranium 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, 54 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 as geopolitical changes are forcing 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) 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, longer term production sources, 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, 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 the 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 3.0 million pounds U3O8 in committed uranium sales from 2023 to 2027. Two of the commitments provide the optionality to extend with an additional 1.2 million 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 six months ended June 30, 2022 and 2021

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 Q3 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, and Upper Spring Creek Uranium Projects. These are the immediately planned production wellfields that support our objective of a production start to meet 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 buildout 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-basedDewey-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

On February 15, 2022, the Company entered into an agreement to forward purchase 200,000 pounds U3O8 from a third party. The agreement allows the Company to acquire uranium in 2023 at a fixed price, and the Company has prepaid a portion of the forward purchase price to secure the purchase agreement.

On February 28, 2022, the Company sold 100,000 pounds U3O8 for $42.50 per pound for a realized revenue of $4,250,000.

The Company has applied to list its Common Shares on NASDAQ. Completion of the listing is subject to the Company meeting all listing requirements, including minimum share price, which the Company currently plans to meet though effecting a share consolidation. The Company does not currently have an estimated time for the Common Shares to begin trading on NASDAQ.

In February 2022, the U.S. Nuclear Regulatory Commission ("NRC") approved the indirect change of control over the Dewey-Burdock Source and By-Product Materials License, enabling the Company to receive, acquire, possess, and transfer natural uranium and byproduct material in any form without restriction on quantity, at the Dewey-Burdock Project in Fall River and Custer Counties, South Dakota.

On March 25, 2022, the Company completed a "bought deal" prospectus offering pursuant to which the Company sold an aggregate of 19,607,842 units of the Company at a price of $1.53 per unit for aggregate gross proceeds of $29,999,998.26. Each unit was comprised of one Common Share and one-half of one common share purchase warrant of the Company. Each whole warrant entitles

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enCore Energy Corp.

Management's Discussion and Analysis

For the six months ended June 30, 2022 and 2021

the holder thereof to purchase one Common Share at an exercise price of $2.00 until March 25, 2024. The Company paid the underwriters a cash commission of $1,612,499.93 and issued an aggregate of 1,053,922 compensation options of the Company. Each compensation option is exercisable to acquire one Common Share at an exercise price of $1.53 per share until March 25, 2024. The Company plans to use the net proceeds to maintain and advance the Company's material properties, acquire properties, plant upgrades, maintenance and refurbishment, and for general corporate and working capital purposes.

On April 11, 2022, the Company announced positive results from its on-going uranium delineation and exploration drill programs at the Rosita Project. Highlights of the Rosita South uranium delineation and exploration drill programs include: (a) 32 drill holes reported for a total of ~11,000 feet including 20 delineation drill holes and 12 exploration drill holes; (b) the exploration drilling has identified 8 mineralized sands plus an additional 4 potentially mineralized sands, all within 800 feet of the surface, which provide opportunities for discovery of future uranium resources across the entire Rosita project; and (c) Delineation drill results established an extension of mineralization in the Production Area which supports the start-up of the Rosita Plant expected next year.

On April 18, 2022, the Company announced that the refurbishment of the Rosita Project is 90% complete. Once the modernization and refurbishment project is complete, enCore will commence commissioning work, expected to take approximately 30 days. Following commissioning work, the Rosita Project will be ready to start receiving loaded resin. Monitor well installation, baseline water quality analysis, and hydrological testing will be completed as part of the Production Area Authorization (PAA) process with the Texas Commission on Environmental Quality. (TCEQ). Wellfield installation will begin immediately following the submittal of the PAA data package to the TCEQ. All activities are on track and on budget for a projected 2023 production start.

On May 3, 2022, the Company appointed Mr. Peter Luthiger as Chief Operating Officer. Mr. Luthiger will be responsible for the commissioning and operation of the Rosita Uranium Processing Plant in South Texas.

On May 20, 2022, the Company completed the sale of Cibola, including its holding of Ceboletta, to Elephant Capital pursuant to the Share Purchase Agreement with Elephant Capital dated August 27, 2021. Subsequently on May 24, 2022, the Company acquired 11,308,250 common shares of Future Fuel, representing approximately 15.90% on an undiluted basis of the outstanding shares of American Future Fuel Corporation (formerly, Evolving Gold Corp.) ("Future Fuel") (CSE: AMPS), and a cash payment of $250,000 USD in exchange for common shares of Elephant Capital previously held by the Company pursuant to a definitive share purchase agreement dated April 14, 2022 among Future Fuel, Elephant Capital, and the former shareholders of Elephant Capital.

On June 1, 2022, the Company appointed Susan Hoxie-Key, MSc, P.E., as a director of the Company. Ms. Hoxie-Key brings over 40 years of engineering experience in the nuclear fuel industry.

On June 28, 2022, the Company secured a uranium purchase sales agreement with a United States based nuclear power company. The agreement is a multi-year agreement commencing in 2025 and covers up to 600,000 pounds of U3O8 based on market pricing with a floor price that assures the Company's costs of product are met. The agreement includes an inflation-adjusted ceiling price higher than the current uranium spot market pricing providing the U.S. nuclear power plant assurance of cost certainty.

On July 15, 2022, the Company appointed Gregory Zerzan as Chief Administrative Officer and General Counsel. Mr. Zerzan held several prominent government and private sector leadership positions, including most recently Principal Deputy Solicitor of the United States Department of the Interior.

Subsequent to June 30, 2022, the Company issued 585,468 shares pursuant to the exercise of stock options for gross proceeds of $364,829.

Subsequent to June 30, 2022, the Company granted incentive stock options to employees to purchase up to 400,000 common shares in the capital of the Company at a price of $1.07 per share for a five-year period. 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 June 30, 2022, the Company entered into a uranium concentrates sales agreement to purchase 100,000 pounds of uranium concentrate for total consideration of USD $4,900,000 (USD $49.00/pound). The contract required an initial payment of USD $1,000,000 on August 25th, 2022 and the balance is due on April 1, 2023.

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enCore Energy Corp.

Management's Discussion and Analysis

For the six months ended June 30, 2022 and 2021

INDUSTRY TRENDS AND OUTLOOK

The uranium spot price closed the second quarter at about USD $50 per pound U3O8 following significant appreciation in the first quarter of 2022. Geopolitical issues continued to drive the uranium market in the second quarter. Unrest in Kazakhstan in early January had an impact on the market. Security of supply concerns were further amplified with the Russian invasion of Ukraine in late February. This geopolitical uncertainty has led many governments, utilities, and nuclear fuel suppliers to reexamine supply chains that are reliant on nuclear fuel supplies coming out of Russia, whether they originated from Russia or transited Russian ports. The global nuclear industry relies heavily on Russia's enrichment capacity, that is nearly 40% of global enrichment capacity. Further, the geopolitical situation driven by Russia's invasion of Ukraine has created transportation risk in Eastern Europe and Central Asia. For our customer base in the U.S., this geopolitical situation has manifested itself in a nearly 60% dependency on uranium products from Russia, Kazakhstan, and Uzbekistan in 2021, according to the 2021 Uranium Marketing Annual Report published by the U.S. Energy Information Administration.

As a result of the geopolitical uncertainty, pressure on prices in all segments of the nuclear fuel cycle has built. The uranium spot price is up over 18% and the long-term price is up 20% since the beginning of the year. The conversion spot price is up 103% and the long- term price is up 46%, while enrichment spot prices are up 55% this year, according to industry price reporters such as Tradetech and UxC. Despite the recent increase in uranium prices, years of underinvestment in new production capacity and resource depletion without replacement, have shifted risk from producers to utilities. In addition to the decisions many producers, including the lowest- cost producers, have made to reduce costs and preserve long-term value by leaving uranium in the ground, there have been a number of unplanned supply disruptions related to the impact of the COVID-19 pandemic and associated supply chain challenges on uranium mining and processing activities.

Some of the recent significant developments that will affect supply are:

  • In April, the US Department of Energy (DOE) announced the Civil Nuclear Credit Program, including $6 billion (USD) in funding to rescue nuclear power plants at risk of closing before 2026. Diablo Canyon, the last nuclear plant in California, is planned for closure in 2025 and is the only plant that qualifies for the current funding. The US DOE is expected to launch another round of funding under the Civil Nuclear Credit Program with fewer qualifications in 2023.
  • In June, U.S. Secretary of Energy, Jennifer Granholm, in a letter to Congress, described a proposed plan to transition away from Russian fuel supply by supporting an increase in the domestic supply of low enriched uranium (LEU) covering the entire front end of the fuel cycle and establishing a domestic source of high-assay low enriched uranium (HALEU) production and ultimately advanced reactor development through a DOE purchase program. The LEU procurement would begin deliveries in 2026 and according to DOE would represent 5% of total domestic demand while HALEU would begin deliveries in 2027. The $4.3 billion (USD) initiative remains dependent upon congressional appropriations.
  • On June 30, the US DOE released a request for quotations by August 30, seeking up to 1 million pounds of US-origin U3O8 for a fixed price. Respondents must qualify by having a licensed uranium recovery facility that produced uranium any time following January 1, 2009. The requested supply must come from existing inventory already in storage at the Honeywell Metropolis Works uranium conversion facility located in Metropolis, Illinois.
  • In August, President Biden signed the Inflation Reduction Act into law. This is potentially the most impactful nuclear legislation to ever pass. It provides USD $15 per megawatt-hour for electricity produced by existing nuclear plants; USD $25 per megawatt- hour for new capacity (new plant or power uprate); 30% Investment tax credit; USD $700M HALEU Program (at least USD $500M for new commercial capacity); USD $40B loan guarantees; and a USD $3/kg hydrogen production tax credit. This represents a significant incentive for power uprates and license extensions at existing plants, and is most impactful in maintain a continuing demand for uranium.
  • Following the Russian invasion of Ukraine, numerous European countries announced their intention to move away from Russian- supplied nuclear fuel. For example, on February 24, 2022, Swedish state-owned utility, Vattenfall AB announced that it would cease taking any deliveries of nuclear fuel from Russia for its nuclear power plants following Russia's invasion of Ukraine.
  • On July 6, the European Parliament voted to keep nuclear power in the European Union's sustainable finance taxonomy as a transitional "green" investment. The Complimentary Delegated Act from this vote will take effect on January 1, 2023. Including nuclear in the "transitional" category indicates that it will help mitigate climate change but cannot yet be replaced by economically and technologically feasible low-carbon alternatives. In response, Electricité de France (EDF) announced it will be issuing a new green financing framework to support approximately USD $8 billion in annual nuclear spending.
  • In the Czech Republic, the nuclear operator Ceske Energeticke Zavody expedited actions to ensure an expanded role for nuclear in the country, including launching a tender for a new reactor at Dukovany.

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enCore Energy Corp. published this content on 29 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 August 2022 02:57:49 UTC.