enCore Energy Corp. (Form: 40FR12B/A, Received: 01/13/2023 06:03:14)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40-F/A

(Amendment No. 2)

☒ Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934

☐ Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended

Commission File Number

enCore Energy Corp.

(Exact name of Registrant as specified in its charter)

Canada		1094		N/A
(Province or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

101 N. Shoreline Blvd. Suite 450

Corpus Christi, TX 78401

(361) 239-5449

(Address and telephone number of Registrant’s principal executive offices)

Cogency Global Inc.

122 E. 42^nd Street, 18^th Floor

New York, New York 10168

(800) 221-0102

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Copies to:

Scott H. Kimpel	Edward L. Mayerhofer
Samuel M. Kardon	Morton Law LLP
Hunton Andrews Kurth LLP	1200-750 W. Pender Street
2200 Pennsylvania Avenue NW	Vancouver, BC V6C 2T8
Washington, DC 20037	(604) 331-9543
(202) 955-1500

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares		EU		NYSE American LLC

Securities registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

For annual reports, indicate by check mark the information filed with this Form:

☐ Annual information form

☐ Audited annual financial statements

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: N/A

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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.

Yes ☐ No ☒

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).

Yes ☐ No ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ☐

†	The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

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. ☐

EXPLANATORY NOTE

enCore Energy Corp. (the “Registrant”) is a Canadian issuer whose common shares are listed on the TSX Venture Exchange and is eligible to file its registration statement pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 40-F pursuant to the U.S.-Canadian Multijurisdictional Disclosure System. The Registrant is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. Equity securities of the Registrant are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3. The Registrant filed a Registration Statement on Form 40-F on August 30, 2022 and an Amendment No. 1 to the Registration Statement on September 29, 2022 (SEC File No. 001-41489) (the “Registration Statement”).

The Registrant is filing this Amendment No. 2 to the Registration Statement to (i) include additional exhibits, each of which is being incorporated by reference in the Registration Statement, (ii) amend the exhibit references under the heading “Principal Documents,” and (iii) change the exchange on which the Registrant’s common shares are to be registered from the Nasdaq Stock Market to the NYSE American LLC. No other amendment to the Registration Statement is being effected hereby.

FORWARD LOOKING STATEMENTS

The exhibits incorporated by reference into this Registration Statement of the Registrant contain “forward-looking statements” and “forward-looking information” (collectively, “forward-looking statements”) that are based on the expectations, estimates and projections at the time such forward-looking statements were made. All statements, other than statements of historical fact, incorporated by reference are forward-looking information. In certain cases, forward-looking statements can be identified by the use of words such as “plans,” “expects” or “does not expect,” “is expected,” “budget,” “scheduled,” “estimates,” “forecasts,” “intends,” “anticipates” or “does not anticipate,” or “believes,” or variations of such words and phrases or state that certain actions, events or results “may,” “could,” “would,” “might” or “will be taken,” “occur” or “be achieved”. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Registrant to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. The Registrant believes the expectations reflected in those forward -looking statements are reasonable, but there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

In particular, the exhibits incorporated by reference into this Registration Statement of the Registrant include forward-looking statements pertaining to the following, among others:

●

business strategy, strength and focus;

●

proposed future expenditures;

●

the satisfaction of certain conditions in respect of certain properties in which the Registrant may obtain an interest;

●

the granting of regulatory approvals;

●

the timing and receipt of regulatory approvals;

●

the resource potential of the Registrant’s properties;

●

the estimated quantity and quality of mineral resources;

●

projections of market prices, costs and the related sensitivity of distributions;

●

expectations regarding the ability to raise capital and to continually add to resources through acquisitions and development;

●

treatment under governmental regulatory regimes and tax laws, and capital expenditure programs;

●

expectations with respect to the Registrant’s future working capital position; and

●

capital expenditure programs.

With respect to forward-looking statements contained in the exhibits incorporated by reference into this Registration Statement of the Registrant, assumptions have been made regarding, among other things:

●

the future price of commodities;

●

geological estimates in respect of mineral resources;

●

future development plans for the Registrant’s properties unfolding as currently envisioned;

●

future capital expenditures to be made by the Registrant;

●

future sources of funding for the Registrant’s capital program;

●

the Registrant’s future debt levels;

●

the ability of the Registrant to make payments required to maintain its existing and future exploration licenses and option agreements in good standing;

●

the timing, amount and cost of estimated future production;

●

costs and timing of the development of new deposits;

●

the regulatory framework governing royalties, taxes and environmental matters in jurisdictions in which the Registrant conducts its business and may conduct its business in the future;

●

the impact of any changes in the applicable laws;

●

the ability of the Registrant to obtain exploration licenses, access rights, approvals, permits and licenses, and the timing of receipt of such items;

●

the Registrant’s ability to obtain qualified staff and equipment in a timely and cost-efficient manner;

●

the impact of increasing competition on the Registrant;

●

the intentions of the Registrant’s board of directors will respect to executive compensation plans and corporate governance programs; and

●

future exchange rates being consistent with the Registrant’s expectations.

Actual results could differ materially from those anticipated in these forward-looking statements as a result of the risk factors below:

●

the speculative nature of exploration, appraisal and development of mineral properties;

●

there are no known mineral resources or commercial quantities of mineral reserves on the Registrant’s properties;

●

uncertainties in access to future funding for exploration and development of the Registrant’s properties;

●

changes in the cost of operations, including costs of extracting and delivering minerals to market, that affect potential profitability of the Registrant;

●

operating hazards and risks inherent in mineral exploration and mining;

●

volatility in global equities, commodities, foreign exchange, market price of precious and base metals and a lack of market liquidity;

●

unexpected costs or liabilities for environmental matters, including those related to climate change;

●

changes to laws or regulations, or more stringent enforcement of current laws or regulations;

●

ability of the Registrant to obtain and maintain required exploration licenses, access rights, approvals or permits;

●

unexpected defects in the Registrant’s rights or title to its properties, or claims by other parties over the Registrant’s properties;

●

competition for financial resources and technical facilities;

●

ability of the Registrant to retain the services of its directors or officers;

●

in case the Registrant disposes of its properties, it may not be able to acquire other mineral properties of merit;

●

unexpected and uninsurable risks may arise;

●

limitations on the transfer of cash or assets between the Registrant and its foreign subsidiaries, or among such subsidiaries, could restrict the Registrant’s ability to fund its operations efficiently;

●

changes in the political and related legal and economic environment in jurisdictions in which the Registrant operates; and

●

other factors discussed under “Risk Factors” and elsewhere in the exhibits incorporated by reference into this Registration Statement of the Registrant.

A more detailed description of assumptions used to develop such forward-looking information and a description of additional risk factors that may cause actual results to differ materially from forward-looking information can be found in the Registrant’s disclosure documents, such as the Registrant’s Annual Information Form for the year ended December 31, 2021, dated August 11, 2022 (the “AIF”), on the SEDAR website at www.sedar.com and attached hereto as Exhibit 99.142. Although the Registrant has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Forward-looking information contained in the exhibits incorporated by reference are expressly qualified by this cautionary statement. The forward-looking information contained in the exhibits incorporated by reference represents the expectations of the Registrant as of the date of such exhibit and, accordingly, is subject to change after such date. However, the Registrant expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities laws.

DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES

The Registrant is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this report in accordance with Canadian disclosure requirements, which are different from those of the United States. The Registrant prepares its financial statements in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board, and the audit is subject to Canadian auditing standards. IFRS differs in certain respects from United States generally accepted accounting principles (“U.S. GAAP”) and from practices prescribed by the SEC. Therefore, all financial statements filed with this registration statement may not be comparable to financial statements prepared in accordance with U.S. GAAP.

PRINCIPAL DOCUMENTS

In accordance with General Instruction B.(1) of Form 40-F, the Registrant hereby incorporates by reference Exhibits 99.1 through 99.175, inclusive, as set forth in the Exhibit Index attached hereto.

In accordance with General Instruction D.(9) of Form 40-F, the Registrant has filed the written consents of the independent auditors named in the foregoing exhibits as Exhibit 99.156, Exhibit 99.157, and Exhibit 99.175, as set forth in the Exhibit Index attached hereto.

TAX MATTERS

Purchasing, holding, or disposing of securities of the Registrant may have tax consequences under the laws of the United States and Canada that are not described in this registration statement on Form 40-F.

DESCRIPTION OF COMMON SHARES

The required disclosure is included under the heading “Capital Structure” in the Registrant’s AIF, attached hereto as Exhibit 99.142.

CURRENCY

Unless otherwise indicated, all dollar amounts in this Registration Statement on Form 40-F are in United States dollars.

NYSE AMERICAN CORPORATE GOVERNANCE

A foreign private issuer that follows home country practices in lieu of certain provisions of the listing rules of the NYSE American LLC (the “NYSE American”) must disclose the ways in which its corporate governance practices differ from those followed by U.S. domestic companies. As required by Section 110 of the NYSE American Company Guide, the Registrant will disclose on its website, www.encoreuranium.com, as of the listing date, a description of the significant ways in which the Registrant’s corporate governance practices differ from those followed by United States domestic companies pursuant to NYSE American standards.

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

A. Undertaking. The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to Form 40-F or transactions in said securities.

B. Consent to Service of Process. The Registrant has filed a Form F-X in connection with the class of securities to which this Registration Statement relates. Any change to the name or address of the Registrant’s agent for service shall be communicated promptly to the Commission by amendment to the Form F-X referencing the file number of the Registrant.

EXHIBIT INDEX

The following documents are being filed with the Commission as Exhibits to this Registration Statement:

Exhibit		Description

99.1*		News Release dated January 5, 2021

99.2*		Material Change Report dated January 5, 2021

99.3*		Securities Purchase Agreement by and among the Registrant, Westwater Resources, Inc., and URI Neutron Holdings II, Inc., dated December 31, 2020

99.4*		News Release dated February 2, 2021

99.5*		Material Change Report dated February 2, 2021

99.6*		News Release dated February 12, 2021

99.7*		News Release dated February 16, 2021

99.8*		Material Change Report dated February 17, 2021

99.9*		News Release dated February 26, 2021

99.10*		News Release dated March 9, 2021

99.11*		News Release dated March 9, 2021

99.12*		Material Change Report dated March 9, 2021

99.13*		Warrant Indenture by and between the Registrant and Computershare Trust Company of Canada, dated March 9, 2021

99.14*		Form 45-106F1 Report of Exempt Distribution dated March 19, 2021

99.15*		News Release dated March 30, 2021

99.16*		News Release dated April 6, 2021

99.17*		News Release dated April 12, 2021

99.18*		News Release dated April 15, 2021

99.19*		Consolidated Financial Statements as of and for the years ended December 31, 2020 and 2019, dated April 29, 2021

99.20*		CFO Certification of Annual Filings Venture Issuer Basic Certificate dated April 29, 2021

99.21*		CEO Certification of Annual Filings Venture Issuer Basic Certificate dated April 29, 2021

99.22*		Management’s Discussion & Analysis for the year ended December 31, 2020, dated April 29, 2021

99.23*		ON Class 1 Reporting Issuers and Class 3B Reporting Issuers—Participation Fee Management Certification of CFO dated April 29, 2021

99.24*		AB Class 1 Reporting Issuers and Class 3B Reporting Issuers—Participation Fee Management Certification of CFO dated April 29, 2021

99.25*		News Release dated May 11, 2021

99.26*		Interim Condensed Consolidated Financial Statements as of and for the Three Months Ended March 31, 2021 and 2020 (Unaudited), dated as of May 28, 2021

99.27*		Management’s Discussion and Analysis for the Three Months Ended March 31, 2021, dated as of May 28, 2021

99.28*		CFO Certification of Interim Filings Venture Issuer Basic Certificate dated May 28, 2021

99.29*		CEO Certification of Interim Filings Venture Issuer Basic Certificate dated May 28, 2021

99.30*		News Release dated June 1, 2021

99.31*		News Release dated June 7, 2021

99.32*		News Release dated June 24, 2021

99.33*		Technical Report dated June 9, 2021 and filed on July 14, 2021

99.34*		Consent of Qualified Person dated July 14, 2021

99.35*		Consent of Qualified Person dated July 14, 2021

99.36*		Certificate of Qualified Person dated July 14, 2021

99.37*		Certificate of Qualified Person dated July 14, 2021

99.38*		News Release dated July 20, 2021

99.39*		News Release dated July 26, 2021

99.40*		News Release dated August 4, 2021

99.41*		News Release dated August 4, 2021

99.42*		Material Change Report dated August 5, 2021

99.43*		Interim Condensed Consolidated Financial Statements as of and for the Six Months Ended June 30, 2021 and 2020 (Unaudited), dated as of August 26, 2021

99.44*		Management’s Discussion and Analysis for the Six Months Ended June 30, 2021, dated as of August 26, 2021

99.45*		CFO Certification of Interim Filings Venture Issuer Basic Certificate dated August 26, 2021

99.46*		CEO Certification of Interim Filings Venture Issuer Basic Certificate dated August 26, 2021

99.47*		News Release dated September 7, 2021

99.48*		Arrangement Agreement by and between the Registrant and Azarga Uranium Corp., dated September 7, 2021

99.49*		Material Change Report dated September 9, 2021

99.50*		Amended Interim Condensed Consolidated Financial Statements as of and for the Six Months Ended June 30, 2021 and 2020 (Unaudited)

99.51*		Amended Management’s Discussion and Analysis for the Six Months Ended June 30, 2021, dated as of August 26, 2021

99.52*		CFO Certification of Refiled Interim Filings Venture Issuer Basic Certificate dated October 1, 2021

99.53*		CEO Certification of Refiled Interim Filings Venture Issuer Basic Certificate dated October 1, 2021

99.54*		Notice of the Meeting and Record Date dated October 8, 2021

99.55*		Amended Management’s Discussion and Analysis for the Six Months Ended June 30, 2021, dated as of August 26, 2021

99.56*		CFO Certification of Refiled Interim Filings Venture Issuer Basic Certificate dated October 18, 2021

99.57*		CEO Certification of Refiled Interim Filings Venture Issuer Basic Certificate dated October 18, 2021

99.58*		News Release dated October 21, 2021

99.59*		Notice of the Meeting and Record Date (amended) dated November 4, 2021

99.60*		CFO Certification of Interim Filings Venture Issuer Basic Certificate dated November 12, 2021

99.61*		CEO Certification of Interim Filings Venture Issuer Basic Certificate dated November 12, 2021

99.62*		Management’s Discussion and Analysis for the Nine Months Ended September 30, 2021, dated as of November 12, 2021

99.63*		Interim Condensed Consolidated Financial Statements as of and for the Nine Months Ended September 30, 2021 and 2020 (Unaudited), dated as of November 12, 2021

99.64*		Notice Declaring Intention to be Qualified under National Instrument 44-101 – Short Form Prospectus Distributions

99.65*		News Release dated November 17, 2021

99.66*		Material Change Report dated November 18, 2021

99.67*		News Release dated November 23, 2021

99.68*		Notice of the Meeting and Record Date (amended) dated November 29, 2021

99.69*		Notice of Meeting dated November 30, 2021

99.70*		Management Information Circular for the Annual General Meeting of Shareholders dated November 30, 2021

99.71*		Form of Proxy for the Annual General Meeting of Shareholders

99.72*		News Release dated December 13, 2021

99.73*		News Release dated December 23, 2021

99.74*		News Release dated January 4, 2022

99.75*		Material Change Report dated January 6, 2022

99.76*		News Release dated January 12, 2022

99.77*		News Release dated January 31, 2022

99.78*		News Release dated February 14, 2022

99.79*		Business Acquisition Report dated February 14, 2022

99.80*		News Release dated March 1, 2022

99.81*		News Release dated March 1, 2022

99.82*		Annual Information Form for the year ended December 31, 2020 dated as of March 1, 2022

99.83*		CFO Certification of Annual Filings In Connection With Voluntarily Filed AIF dated March 1, 2022

99.84*		CEO Certification of Annual Filings In Connection With Voluntarily Filed AIF dated March 1, 2022

99.85*		Technical Report dated February 25, 2022 and filed on March 1, 2022

99.86*		Consent of Qualified Person dated March 1, 2022

99.87*		Consent of Qualified Person dated March 1, 2022

99.88*		Consent of Qualified Person dated March 1, 2022

99.89*		Consent of Qualified Person dated March 1, 2022

99.90*		Certificate of Qualified Person dated March 1, 2022

99.91*		Certificate of Qualified Person dated March 1, 2022

99.92*		Certificate of Qualified Person dated March 1, 2022

99.93*		Certificate of Qualified Person dated March 1, 2022

99.94*		News Release dated March 1, 2022

99.95*		Marketing Materials dated March 1, 2022

99.96*		News Release dated March 2, 2022

99.97*		Marketing Materials dated March 2, 2022

99.98*		Material Change Report dated March 2, 2022

99.99*		Material Change Report dated March 2, 2022

99.100*		Underwriting Agreement by and between the Registrant and Clarus Securities Inc. dated March 7, 2022

99.101*		Marketing Materials dated March 7, 2022

99.102*		News Release dated March 7, 2022

99.103*		Arrangement Agreement by and between the Registrant and Azarga Uranium Corp. dated September 7, 2021 and filed on March 14, 2022

99.104*		Amendment to Arrangement Agreement by and between the Registrant and Azarga Uranium Corp. dated November 22, 2021 and filed on March 14, 2022

99.105*		Amended and Restated Technical Report dated March 22, 2022

99.106*		Amended Interim Condensed Consolidated Financial Statements for the Nine Months Ended September 30, 2021 and 2020 (Unaudited)

99.107*		CFO Certification of Refiled Interim Filings dated March 22, 2022

99.108*		CEO Certification of Refiled Interim Filings dated March 22, 2022

99.109*		News Release dated March 25, 2022

99.110*		Warrant Indenture by and between the Registrant and Computershare Trust Company of Canada, dated March 22, 2022

99.111*		Material Change Report dated March 25, 2022

99.112*		News Release dated April 11, 2022

99.113*		News Release dated April 18, 2022

99.114*		Notice of the Meeting and Record Date dated April 18, 2022

99.115*		Consolidated Financial Statements as of and for the years ended December 31, 2021 and 2020, dated April 29, 2022

99.116*		CFO Certification of Annual Filings Venture Issuer Basic Certificate dated April 29, 2022

99.117*		CEO Certification of Annual Filings Venture Issuer Basic Certificate dated April 29, 2022

99.118*		Management’s Discussion & Analysis for the year ended December 31, 2021, dated April 29, 2022

99.119*		ON Class 1 Reporting Issuers and Class 3B Reporting Issuers—Participation Fee Management Certification of CFO dated April 29, 2021

99.120*		AB Class 1 Reporting Issuers and Class 3B Reporting Issuers—Participation Fee Management Certification of CFO dated April 29, 2021

99.121*		Management’s Discussion & Analysis for the year ended December 31, 2021, dated April 29, 2022 (amended)

99.122*		News Release dated May 3, 2022

99.123*		Material Change Report dated May 3, 2022

99.124*		Notice of the Meeting and Record Date (amended) dated May 17, 2022

99.125*		Notice of Meeting dated May 20, 2022

99.126*		Management Information Circular dated May 20, 2022

99.127*		Form of Proxy

99.128*		News Release dated May 25, 2022

99.129*		News Release dated May 26, 2022

99.130*		CFO Certification of Interim Filings Venture Issuer Basic Certificate dated May 27, 2022

99.131*		CEO Certification of Interim Filings Venture Issuer Basic Certificate dated May 27, 2022

99.132*		Management’s Discussion and Analysis for the Three Months Ended March 31, 2022 and 2021 dated as of May 27, 2022

99.133*		Interim Condensed Consolidated Financial Statements as of and for the Three Months Ended March 31, 2022 and 2021 (Unaudited), dated as of May 27, 2022

99.134*		Material Change Report dated May 30, 2022

99.135*		News Release dated June 1, 2022

99.136*		Material Change Report dated June 1, 2022

99.137*		News Release dated June 23, 2022

99.138*		News Release dated June 28, 2022

99.139*		News Release dated July 18, 2022

99.140*		News Release dated August 2, 2022

99.141*		News Release dated August 10, 2022

99.142*		Annual Information Form dated August 11, 2022

99.143*		CFO Certification of Annual Filings in Connection with Voluntarily Filed AIF dated August 11, 2022

99.144*		CEO Certification of Annual Filings in Connection with Voluntarily Filed AIF dated August 11, 2022

99.145*		News Release dated August 25, 2022

99.146*		CFO Certification of Interim Filings Venture Issuer Basic Certificate dated August 29, 2022

99.147*		CEO Certification of Interim Filings Venture Issuer Basic Certificate dated August 29, 2022

99.148*		Management’s Discussion and Analysis for the Six Months Ended June 30, 2022 and 2021 dated as of August 29, 2022

99.149*		Interim Condensed Consolidated Financial Statements as of and for the Six Months Ended June 30, 2022 and 2021 (Unaudited), dated as of August 29, 2022

99.150*		Vendor Code of Conduct

99.151*		Code of Business Conduct and Ethics dated August 17, 2022

99.152*		News Release dated September 6, 2022

99.153*		News Release dated September 12, 2022

99.154*		News Release dated September 14, 2022

99.155*		Material Change Report dated September 15, 2022

99.156*		Consent of Davidson & Company LLP dated August 30, 2022

99.157*		Consent of BDO Canada LLP dated August 30, 2022

99.158		News Release dated November 1, 2022

99.159		News Release dated November 3, 2022

99.160		News Release dated November 14, 2022

99.161		Material Change Report dated November 14, 2022

99.162		Membership Interest Purchase Agreement by and among EFR White Canyon Corp., enCore Energy Corp., and enCore Energy US Corp., dated as of November 13, 2022

99.163		Condensed Consolidated Interim Financial Statements as of and for the Nine Months Ended September 30, 2022 and 2021 (Unaudited), dated as of November 28, 2022

99.164		Management’s Discussion and Analysis for the Nine Months Ended September 30, 2022 and 2021 dated as of November 28, 2022

99.165		CFO Certification of Interim Filings Venture Issuer Basic Certificate dated November 28, 2022

99.166		CEO Certification of Interim Filings Venture Issuer Basic Certificate dated November 28, 2022

99.167		News Release dated December 6, 2022

99.168		Material Change Report dated December 12, 2022

99.169		Subscription Receipt Agreement among enCore Energy Corp., Computershare Trust Company of Canada, and Canaccord Genuity Corp., dated December 6, 2022

99.170		News Release dated December 15, 2022

99.171		Form 45-106F1 Report of Exempt Distribution dated December 15, 2022

99.172		News Release dated December 20, 2022

99.173		News Release dated January 9, 2022

99.174		Code of Business Conduct and Ethics dated January 11, 2023

99.175		Consent of Davidson & Company LLP dated January 12, 2023

* Previously Filed

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.

	ENCORE ENERGY CORP.

	By:	/s/ W. Paul Goranson
		Name: W. Paul Goranson
		Title: Chief Executive Officer and Director

Date: January 12, 2023

Exhibit 99.158

ENCORE ENERGY COMPLETES ROSITA CENTRAL PROCESSING PLANT REFURBISHMENT

TSX.V: EU

OTCQB: ENCUF

www.encoreuranium.com

CORPUS CHRISTI, Texas, Nov. 1, 2022 /CNW/ - enCore Energy Corp. (“enCore” or the “Company”) (TSXV: EU) (OTCQB: ENCUF) today announced the full completion of refurbishment of its 100% owned Rosita Central Uranium Processing Plant, a licensed, past producing In-Situ Recovery (ISR) uranium plant located approximately 60 miles from Corpus Christi, Texas. The final stage of the refurbishment included the delivery and installation of the remaining equipment that was delayed due to supply chain interruptions. The completion marks a critical step toward enCore’s scheduled production startup in 2023 and is essential to the Company’s goal of becoming the next producer of American uranium.

The plant will be undergoing wet commissioning during the remainder of 2022 to be ready for operations in 2023. The Rosita Plant is designed to process uranium feed from multiple satellite operations, all located in the South Texas area, and is 1 of 11 licensed and constructed uranium processing plants in the United States, 2 of which are owned by enCore Energy.

To learn more about the environmental, social, and low-cost advantages of uranium In-Situ recovery, visit https://encoreuranium.com/industry-and-media/in-situ-recovery/

About enCore Energy Corp.

With approximately 90 million pounds of U₃O₈ estimated in the measured and indicated categories and 9 million pounds of U₃O₈ estimated in the inferred category1, enCore is the most diversified in-situ recovery uranium development company in the United States. enCore is focused on becoming the next uranium producer from its licensed and past-producing South Texas Rosita Processing Plant by 2023. The South Dakota-based Dewey Burdock project and the Wyoming Gas Hills project offer mid-term production opportunities, with significant New Mexico uranium resource endowments providing long-term opportunities. The enCore team is led by industry experts with extensive knowledge and experience in all aspects of ISR uranium operations and the nuclear fuel cycle. enCore is committed to engaging and working with local communities and indigenous governments to create positive impact from corporate developments.

⁽¹⁾Mineral resource estimates are based on technical reports prepared in accordance with NI43-101 and available on SEDAR as well as company websites at www.encoreuranium.com.

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “expect”, “potential”, “believe”, “intend” or the negative of these terms and similar expressions. Forward-looking statements in this news release include, but are not limited to, statements relating to the intended use of the net proceeds of the Offering and the completion of any capital project or property acquisitions. Forward-looking statements necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; future legislative and regulatory developments; inability to access additional capital; the ability of enCore to implement its business strategies; and other risks. Readers are cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

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SOURCE enCore Energy Corp.

● View original content to download multimedia: http://www.newswire.ca/en/releases/archive/November2022/01/c4937.html

%SEDAR: 00029787E

For further information: William M. Sheriff, Executive Chairman, 972-333-2214, info@encoreuranium.com, www.encoreuranium.com

CO: enCore Energy Corp.

CNW 07:00e 01-NOV-22

Exhibit 99.159

ENCORE ENERGY MONETIZES URANIUM EXPLORATION ASSETS IN ARIZONA AND WYOMING

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/

Sale of Moonshine Arizona and Kaycee Wyoming Projects to Nuclear Fuels Inc.

TSX.V: EU

OTCQB: ENCUF

www.encoreuranium.com

CORPUS CHRISTI, Texas, Nov. 3, 2022 /CNW/ - enCore Energy Corp. (TSXV: EU) (OTCQB: ENCUF) ("enCore" or the "Company") announced today, as a component of its on-going Non-Core Exploration Asset Divestment Strategy, that the Company has entered into agreements to sell certain uranium exploration assets to Nuclear Fuels Inc. ("Nuclear Fuels"), a private British Columbia company, for shares in Nuclear Fuels, royalty interests and production back-in rights in the properties. The Company has agreed to sell its Belt Line Resources, Inc. ("Belt Line") and Hydro Restoration Corporation ("Hydro") subsidiaries to Nuclear Fuels. Belt Line holds the Moonshine Springs Uranium property in Mohave County, Arizona and Hydro holds the Kaycee Uranium property in Johnson County, Wyoming as well as the Bootheel Uranium project in Albany County, Wyoming. Historic Resource are known on all three projects^(1,2,3,4).

"enCore is dedicated to becoming the next domestic producer of uranium in the United Sates and remains focused on our extensive pipeline of quality development-stage assets in our push towards initial production in 2023 with production ramping up over the years beyond. The sale of our uranium exploration assets to well-managed companies with an option to participate in the production stage is a clear benefit to our shareholders," said William M. Sheriff, Executive Chair of enCore Energy. "Nuclear Fuels has sound, known management and excellent exploration assets in favorable established jurisdictions such as Wyoming. With enCore's ownership of 19.9% and a back-in right on the large Kaycee Property, we not only maintain access to production from advancing the property, our balance sheet is strengthened with our share position at a time when nuclear energy is gaining in prominence as a viable, reliable domestic source of energy."

Kaycee Uranium Project, Wyoming

The large Kaycee project will, with this transaction, be under one roof for the first time in modern history. With a 26 mile trend historic drilling has confirmed uranium mineralization in three stratigraphic units which will require significant exploration over the next few years to potentially develop into an advanced project. In addition to uranium, other potential by-product metals have been identified including Molybdenum and Vanadium.

Bootheel Uranium Project

The Bootheel project, southeast of Shirley Basin in Albany County, Wyoming, is known to host roll- front mineralization in three ages of sandstone with testing indicating amenability to in-situ recovery extraction of uranium.

Moonshine Uranium Project, Arizona

The Moonshine Project offers good upside with an expanded exploration program. The sandstone roll-front uranium deposit occurs primarily in Chinle formation with a 3-mile trend of uranium mineralization identified with sparse drilling. Tests indicate potential amenability to in-situ recovery extraction

Terms of Transaction

Pursuant to the terms of the share purchase agreement for the sale of Belt Line, enCore has agreed to sell Belt Line in consideration for (i) the right to receive shares of Nuclear Fuels representing 5% of the issued shares of the resulting issuer on completion of a going public transaction by Nuclear Fuels (the "Resulting Issuer") determined immediately prior to the closing of the going public transaction; (ii) a 2% net smelter returns royalty on the unpatented mining claims forming part of the Moonshine Springs Uranium Project located in Mohave County, Arizona; and (iii) a 1% net smelter returns royalty on certain leasehold estates comprising the Moonshine Springs Uranium Project.

Pursuant to the terms of the share purchase agreement for the sale of Hydro, enCore US has agreed to sell Hydro in consideration for (i) the right to receive shares of Nuclear Fuels representing 14.9% of the issued shares of the Resulting Issuer determined immediately prior to the closing of the going public transaction; (ii) a 2% net smelter returns royalty on the unpatented mining claims forming part of the Kaycee and Bootheel Uranium projects, located in Wyoming; and (iii) a 1% net smelter returns royalty on certain leasehold estates comprising the Kaycee and Bootheel Uranium projects. The Company will also receive the right to repurchase 51% of the Kaycee Project for a cash payment equal to 2.5 times the exploration expenditures incurred by Nuclear Fuels on the project.

Following the closing, the Company will have the right to participate in equity financings of the Resulting Issuer in order to maintain its percentage interest in the Resulting Issuer, and the right to nominate two individuals to the board of directors of Nuclear Fuels, in each case for so long as the Company holds at least 10% of the outstanding shares capital of the Resulting Issuer.

Closing of the sale of Belt Line and Hydro are subject to customary closing conditions. The transaction is an-Arm's Length Transaction under stock exchange rules.

QP STATEMENT

Mark Pelizza, MSc. Geo. Eng., CPG-11821, a Director for the Company, and a Qualified Person under NI 43-101, has approved the technical disclosure in this news release.

About enCore Energy Corp.

With approximately 90 million lbs U₃O₈ estimated in the measured and indicated categories and 9 million lbs U₃O₈estimated in the inferred category², enCore is the most diversified in-situ recovery uranium development company in the United States. enCore is focused on becoming the next uranium producer from its licensed and past-producing South Texas Rosita Processing Plant by 2023. The South Dakota-based Dewey Burdock project and the Wyoming Gas Hills project offer mid-term production opportunities, with significant New Mexico uranium resource endowments providing long-term opportunities. The enCore team is led by industry experts with extensive knowledge and experience in all aspects of ISR uranium operations and the nuclear fuel cycle.

enCore is committed to engaging and working with local communities and indigenous governments to create positive impact from corporate developments.

Mineral resource estimates are based on technical reports prepared in accordance with NI 43-101 and available on SEDAR as well as the enCore website at www.encoreuranium.com.

On behalf of the Board of Directors

"William M. Sheriff"

Executive Chairman

References:

Spiering, Eugene D., 1983, Geologic Report on the 1983 Mapping Program of the Kaycee Uranium Project: Private Company Report, 79p., 27 pl.

NI-43-101 Technical Report, Resources Moonshine Springs Uranium Project Mohave County, Arizona, USA completed by WWC Engineering, Ben Schiffer, P.G. November 2022

Underhill, Douglas H. and Roscoe, William E., 2009, Technical Report on the Bootheel Uranium Property, Shirley Basin Mining District, Albany County, Wyoming by Scott Wilson Roscoe Postle Associates Inc. : Crosshair Exploration & Mining Corp. and UR Energy Inc., 127 p.

*A Qualified Person (as defined in NI 43-101) 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 reviewof assumptions, parameters, methods and testing. Historical estimates do not use the current mineral resources categories prescribed under NI 43-101. Nuclear Fuels is not treating the historical estimate as a current mineral resource and it should not be relied upon.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements

Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "expect", "potential", "believe", "intend" or the negative of these terms and similar expressions. Forward-looking statements in this news release include, but are not limited to, statements relating to the completion of the transactions contemplated in the Belt Line Agreement and the Hydro agreement, receipt of stock exchange approval by Nuclear Fuels of the Going Public Transaction, completion of the Going Public Transaction, and the nomination of directors the Company to Nuclear Fuels or the Resulting Issuer, as applicable. Forward-looking statements necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; future legislative and regulatory developments; inability to access additional capital; the ability of enCore to implement its business strategies; and other risks. Readers are cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

SOURCE enCore Energy Corp.

● View original content to download multimedia:

http://www.newswire.ca/en/releases/archive/November2022/03/c2993.html

%SEDAR: 00029787E

For further information: please contact: William M. Sheriff, Executive Chairman, (972) 333-2214, info@encoreuranium.com, www.encoreuranium.com

CO: enCore Energy Corp.

CNW 07:00e 03-NOV-22

Exhibit 99.160

NEWS RELEASE

TSX.V: EU OTCQB: ENCUF

November 14, 2022
www.encoreuranium.com

ENCORE ANNOUNCES AGREEMENT TO ACQUIRE ALTA MESA
URANIUM PROJECT IN SOUTH TEXAS AND BOUGHT DEAL FINANCING

FUELING THE FUTURE IN THE UNITED STATES

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

Corpus Christi, Texas – November 14, 2022 – enCore Energy Corp. (TSXV:EU, OTCQB:ENCUF) (“enCore”) is pleased to announce that it has entered into a definitive agreement (the ”Agreement”) to acquire the Alta Mesa In-Situ Recovery (“ISR”) uranium project (“Alta Mesa”) from Energy Fuels Inc. (the “Transaction”) for total consideration of US$120 million (the “Consideration”). The Transaction will position enCore as a leading US-focused ISR uranium company with the proven management expertise required to advance multiple production opportunities within its portfolio.

Transaction Highlights

Alta Mesa includes a fully-licensed and constructed ISR processing facility that has an operating capacity of 1.5 million pounds of uranium per year. Between Alta Mesa, Rosita and Kingsville Dome, all fully licensed for production, enCore’s existing processing capacity will reach 3.6 million pounds of uranium per year.

●

Alta Mesa is host to measured and indicated resources of 3.41 million lbs U₃O₈ (1.57 million tons at an average grade of 0.109% U₃O₈) plus inferred resources of 16.79 million lbs U₃O₈ (7.0 million tons at an average grade of 0.120% U₃O₈). Abundant exploration upside exists within the Alta Mesa land package around the existing defined resource areas, which enCore will prioritize.

●

Alta Mesa will diversify enCore’s South Texas operations into a 3^rd fully licensed production facility, along with Rosita and Kingsville Dome, all located in the business-friendly state of Texas. enCore’ mid- and long-term production potential is further fueled by a pipeline of projects with Dewey-Burdock in South Dakota, Gas Hills in Wyoming and additional projects in New Mexico. There are only 11 licensed production facilities in the United States;

●

Alta Mesa is currently on standby and ready to resume production, as market conditions warrant. It can reach commercial production levels with limited required capital within 10 months of a production decision.

●

Control of a large private land package totaling 195,501 contiguous acres, including 4,575- acres currently under a lease and mining permit and 190,926-acres under a lease-option and exploration/testing permit.

●

The acquisition will further cement enCore Energy’s position as a dominant ISR uranium developer and future producer in the US.

●

Alta Mesa’s operations are located on private land, with 100% of minerals privately owned, and in a supportive jurisdiction with primary regulatory authority residing with the State of Texas.

●

The Alta Mesa ISR processing facility is a fully permitted and constructed past-producing In-Situ Recovery operation, with a well-established track record of lower cost uranium production. It currently has fully permitted resources that, with the installation of production patterns, can be put into production with no additional permitting required.

●

Alta Mesa has extensive exploration results, with underexplored potential, across the area that have identified significant uranium resources that enCore expects can be recovered at lower costs, as market conditions warrant.

●

Alta Mesa produced a total of 4.6 million pounds of uranium between October 2005 and November 2013, including 1 million pounds of uranium per year over a two-year period.

●

With low holding costs, Alta Mesa provides fully permitted lower-cost production scalability that can be brought into production quickly to provide a domestic energy source for the United States.

Conference Call: The Company will host an online conference call on Monday, November 14, 2022 at 8:00 AM ET. To join the online call and presentation please log in at: https://us02web.zoom.us/j/89072489639?pwd=ejFhU3FWTkpRRUkwakFJUEd1SFV0Zz09.

To view the Alta Mesa project maps and enCore Energy’s South Texas projects please visit: https://bit.ly/3fV9fTg

William M. Sheriff, Executive Chairman of enCore, commented: “This transaction exceeds enCore’s long stated requirement for any major acquisition to be accretive to shareholders in not only production capacity but also cost and timelines to production and an asset we secure at a compelling valuation. In addition, this acquisition further cements enCore’s commitment to near-term US-based uranium production with our initial focus on South Texas. Alta Mesa will immediately become a flagship asset amongst our large project portfolio, including our licensed and past-producing Rosita ISR production plant in South Texas, our development-stage Dewey-Burdock and Gas Hills projects in South Dakota and Wyoming, respectively, along with a large resource portfolio in New Mexico. enCore is committed to developing a reliable domestic source of energy.”

Paul Goranson, CEO and Director of enCore, further added: “As the previous Vice President of Mesteña Uranium, LLC, which owned and operated the Alta Mesa project, we generated substantial cash flow during the last cycle of elevated uranium prices, and established the project as a leading US ISR uranium producer. Combined with our South Texas operations that are anchored around our Rosita project, this acquisition puts us in an exceptionally strong position to advance towards being a long-term sustainable source of uranium production to fuel clean nuclear energy that will benefit our local communities, the state of Texas, and the United States.”

Alta Mesa

The Alta Mesa project is a fully licensed and constructed ISR project and central processing facility currently on standby, located on almost 200,000 acres of private land in the state of Texas. Total operating capacity is 1.5 million lbs U₃O₈ per year. Alta Mesa historically produced nearly 5 million lbs U₃O₈ between 2005 and 2013, when full production was curtailed as a result of low uranium prices at the time. enCore will immediately pursue the resumption of operations following completion of the Transaction.

Details of the Transaction

Pursuant to the terms of the Agreement, enCore, through its wholly owned subsidiary enCore Energy US Corp., will acquire all of the limited liability company membership interests in each of the three Texas limited liability companies which collectively own and control Alta Mesa, being EFR Alta Mesa LLC, Leoncito Plant, LLC and Leoncito Project, LLC from EFR White Canyon Corp. (“EFR White Canyon”), a wholly owned subsidiary of Energy Fuels. enCore will additionally assume the reclamation obligations and surety bonds associated with Alta Mesa in exchange for paying to Energy Fuels the cash equivalent of the existing collateral.

The Consideration payable to Energy Fuels consists of US$60 million in cash and a US$60 million secured vendor take-back convertible promissory note (the “Note”) with EFR White Canyon. The Note will have a two (2) year term and will bear interest at a rate of 8% per annum payable on June 30^th and December 31^st of each year during the term. The Note will be convertible at the election of the holder, to acquire common shares of enCore at a price equal to a 20% premium to the volume weighted average price of the enCore shares for the 10 consecutive trading days immediately prior to the closing of the Transaction. Energy Fuels has agreed not to transact with the common shares of enCore received on conversion of the Note, including hedging and short sales, with exceptions for sale transactions of up to US$10 million in value in any 30-day period, block trades and underwritten distributions. In addition, Energy Fuels has agreed to standard standstill provisions restricting additional acquisitions of enCore securities.

The board of directors of enCore (the “Board”), after consultation with its financial and legal advisors, and after receiving a unanimous recommendation from a special committee of the Board comprised of independent directors (the “Special Committee”), has unanimously approved the Transaction. The Board, in conducting its review of the Transaction, was advised by Haywood Securities Inc. (“Haywood”) and received a fairness opinion from Haywood which determined that, in Haywood’s opinion, based upon and subject to the assumptions, limitations and qualifications set out therein, the consideration to be paid by enCore in connection with the Transaction is fair to enCore. The Special Committee, in its review and evaluation of the Transaction, additionally received its own separate fairness opinion from Clarus Securities Inc. (“Clarus”) which determined that, in Clarus’s opinion, based upon and subject to the assumptions, limitations and qualifications set out therein, the consideration to be paid by enCore in connection with the Transaction is fair to enCore. Hunton Andrews Kurth LLP and Morton Law LLP are acting as legal advisors to enCore in connection with the Transaction.

The Transaction is subject to customary closing conditions, including enCore completing a financing to fund the cash portion of the purchase price and approval by the TSX Venture Exchange (the “Exchange”), and available funds.

Equity Financing

In connection with the Transaction, enCore has entered into an agreement with Canaccord Genuity Corp. (the “Lead Underwriter”), on behalf of a syndicate of underwriters (together with the Lead Underwriter, the “Underwriters”), pursuant to which the Underwriters have agreed to purchase, on a “bought deal” private placement basis 20,000,000 subscription receipts (the “Subscription Receipts”) of enCore at a price of C$3.00 per Subscription Receipt (the “Issue Price”) for aggregate gross proceeds to enCore of C$60 million (the “Offering”).

enCore has granted the Underwriters an over-allotment option exercisable, in whole or in part, at the sole discretion of the Underwriters, to purchase up to an additional 3,000,000 Subscription Receipts at the Issue Price until 48 hours prior to the closing of the Offering.

The net proceeds of the Offering will be used to partially fund the cash portion of the Consideration payable to Energy Fuels pursuant to the Transaction.

The Subscription Receipts will be issued pursuant to a subscription receipt agreement (the “Subscription Receipt Agreement”) to be entered into by enCore, the Lead Underwriter, on behalf of the Underwriters, and a licensed Canadian trust company as Subscription Receipt agent to be agreed upon. Pursuant to the Subscription Receipt Agreement, the gross proceeds from the Offering (less 50% of the Underwriters’ cash commission and the Underwriters’ expenses) (the “Escrowed Funds”) will be held in escrow pending satisfaction of certain conditions, including, amongst others, (a) the satisfaction of each of the conditions precedent to the Transaction (other than the payment of the cash portion of the Consideration); and (b) the receipt of all required approvals in connection with the Transaction and the Offering, including, without limitation, conditional approval of the Exchange (collectively, the “Escrow Release Conditions”).

Upon satisfaction of the Escrow Release Conditions, each of the Subscription Receipts will automatically convert into one unit (a “Unit”) of enCore. Each Unit will be comprised of one common share of enCore (a “Common Share”) and one Common Share purchase warrant (a “Warrant”), with each Warrant entitling the holder thereof to acquire one Common Share (a “Warrant Share”) at a price of C$3.75 for a period of 3 years following the satisfaction of the Escrow Release Conditions. If the Escrow Release Conditions have not been satisfied on or prior to February 14, 2023, the Escrow Agent shall return the Issue Price plus any interest earned on the Escrowed Funds, to the holders of Subscription Receipts and the Subscription Receipts shall be cancelled.

Closing of the Offering is expected to occur on or about December 6, 2022 and is subject to certain customary conditions, including, but not limited to, the receipt of all necessary regulatory approvals and acceptance of the Exchange.

The Subscription Receipts to be issued under the Offering will be offered in each of the provinces of Canada on a private placement basis, to investors in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, and in those jurisdictions outside of Canada and the United States which are agreed to by enCore and the Underwriters.

The securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), or any US state securities laws, and may not be offered or sold in the United States without registration under the US Securities Act and all applicable state securities laws or compliance with the requirements of an applicable exemption therefrom. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Qualified Persons

John M. Seeley, Ph.D., P.G., enCore’s Manager of Geology and Exploration, and a Qualified Person under NI 43-101, has reviewed and approved the technical disclosure in this news release on behalf of enCore.

Technical Disclosure

The technical information in this presentation regarding the Alta Mesa ISR project is based on a technical report entitled “Technical Report Summary for the Alta Mesa Uranium Project, Brooks and Jim Hogg Counties, Texas, USA”, dated December 31, 2021, authored by Travis Boam, P.G., of Energy Fuels and Douglas L. Beahm, P.E., P.G. of BRS Engineering, prepared for Energy Fuels, a copy of which has been filed on SEDAR. Mineral resources have been estimated for both the Alta Mesa and Mesteña Grande areas in accordance with CIM standards and definitions and are summarized in the table below.

Alta Mesa & Mesteña Grande Mineral	Tons		Avg. Grade		Pounds
Resource Summary (0.30 GT cut-off)	(‘000)		(% U3O8)		(‘000)
Total Measured Mineral Resource¹		54		0.152		164
Alta Mesa Indicated Mineral Resource		1,397		0.106		2,959
Mesteña Grande Indicated Mineral Resource		119		0.120		287
Total Measured & Indicated Resources		1,570		0.109		3,410
Alta Mesa Inferred Mineral Resource		1,263		0.126		3,192
Mesteña Grande Inferred Mineral Resource		5,733		0.119		13,601
Total Inferred Resources		6,996		0.120		16,793

Represents that portion of the in-place mineral resource that are estimated to be recoverable within existing wellfields. Wellfield recovery factors have not been applied to indicated and inferred mineral resources.

Note: Mineral resources are not mineral reserves and do not have demonstrated economic viability in accordance with CIM standards. Inferred mineral resources are too speculative to have the economic considerations applied to them which would enable them to be categorized as mineral reserves.

About enCore Energy Corp.

enCore is the most diversified In-Situ Recovery uranium development company in the United States. enCore is focused on becoming the next uranium producer from its licensed and past-producing South Texas Rosita Processing Plant by 2023. The South Dakota-based Dewey-Burdock project and the Wyoming Gas Hills project offer mid-term production opportunities, with significant New Mexico uranium resource endowments providing long-term opportunities. The enCore team is led by industry experts with extensive knowledge and experience in all aspects of ISR uranium operations and the nuclear fuel cycle. enCore is committed to engaging and working with local communities and indigenous governments to create positive impact from corporate developments.

For further information, please contact:

William M. Sheriff
Executive Chairman
(972) 333-2214

info@encoreuranium.com
www.encoreuranium.com

Cautionary Note Regarding Forward-Looking Statements: Certain information contained in this news release, including: any information relating to the Company being a leading uranium company; the Company’s expectations as to longer term fundamentals in the market and price projections; scalability, and the Company’s ability to be able to restart or increase production at Alta Mesa as market conditions warrant; the ability of the Company to complete the acquisition of Alta Mesa and to realize the expected benefits of the acquisition; statements relating to the intended use of the net proceeds of the Offering and the completion of the Transaction and the Offering; the expected timelines for the development and recommencement of production at the Alta Mesa Project; estimates relating to current mineral resources; expectations regarding exploration potential; and any other statements regarding future expectations, beliefs, goals or prospects; constitute forward-looking information within the meaning of applicable securities legislation (collectively, "forward-looking statements"). All statements in this news release that are not statements of historical fact (including statements containing the words "expects", "does not expect", "plans", "anticipates", "does not anticipate", "believes", "intends", "estimates", "projects", "potential", "scheduled", "forecast", "budget" and similar expressions) should be considered forward-looking statements. All such forward- looking statements are subject to important risk factors and uncertainties, many of which are beyond the companies’ ability to control or predict. Forward-looking statements necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; future legislative and regulatory developments; inability to access additional capital; the ability of enCore to implement its business strategies; and other risks. A number of important factors could cause actual results or events to differ materially from those indicated or implied by such forward-looking statements, including without limitation factors relating to forward looking statements listed above which include risks as disclosed in the companies’ annual information form filings. Each of the above companies assumes no obligation to update the information in this communication, except as required by law. Additional information identifying risks and uncertainties is contained in filings by the above companies with the various securities commissions which are available online atwww.sec.gov and www.sedar.com. Forward-looking statements are provided for the purpose of providing information about the current expectations, beliefs and plans of management. Such statements may not be appropriate for other purposes and readers should not place undue reliance on these forward-looking statements, that speak only as of the date hereof, as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

Exhibit 99.161

FORM 51-102F3 - MATERIAL CHANGE REPORT

NAME AND ADDRESS OF COMPANY

enCore Energy Corp.

101 N. Shoreline Blvd, Suite 450
Corpus Christi, TX 78401

DATE OF MATERIAL CHANGE

November 13, 2022

NEWS RELEASE

News release dated November 14, 2022 was disseminated via Globe Newswire and filed on SEDAR

SUMMARY OF MATERIAL CHANGE

enCore announces agreement to acquire Alta Mesa uranium project in South Texas and bought deal financing.

FULL DESCRIPTION OF MATERIAL CHANGE

enCore Energy Corp. (the “Company”) is pleased to announce that it has entered into a definitive agreement (the “Agreement”) to acquire the Alta Mesa In-Situ Recovery (“ISR”) uranium project (“Alta Mesa”) from Energy Fuels Inc. (the “Transaction”) for total consideration of US$120 million (the “Consideration”). The Transaction will position enCore as a leading US-focused ISR uranium company with the proven management expertise required to advance multiple production opportunities within its portfolio.

Transaction Highlights

●

Control of a large private land package totaling 195,501 contiguous acres, including 4,575-acres currently under a lease and mining permit and 190,926-acres under a lease-option and exploration/testing permit.

●

The acquisition will further cement enCore Energy’s position as a dominant ISR uranium developer and future producer in the US.

●

Alta Mesa’s operations are located on private land, with 100% of minerals privately owned, and in a supportive jurisdiction with primary regulatory authority residing with the State of Texas.

●

Alta Mesa produced a total of 4.6 million pounds of uranium between October 2005 and November 2013, including 1 million pounds of uranium per year over a two-year period.

●

With low holding costs, Alta Mesa provides fully permitted lower-cost production scalability that can be brought into production quickly to provide a domestic energy source for the United States.

To view the Alta Mesa project maps and enCore Energy’s South Texas projects please visit: https://bit.ly/3fV9fTg

Alta Mesa

Details of the Transaction

Equity Financing

The net proceeds of the Offering will be used to partially fund the cash portion of the Consideration payable to Energy Fuels pursuant to the Transaction.

Qualified Persons

Technical Disclosure

Alta Mesa & Mesteña Grande Mineral Resource Summary (0.30 GT cut-off)	Tons (‘000)	Avg. Grade (% U₃O₈)	Pounds (‘000)
Total Measured Mineral Resource¹	54	0.152	164
Alta Mesa Indicated Mineral Resource	1,397	0.106	2,959
Mesteña Grande Indicated Mineral Resource	119	0.120	287
Total Measured & Indicated Resources	1,570	0.109	3,410
Alta Mesa Inferred Mineral Resource	1,263	0.126	3,192
Mesteña Grande Inferred Mineral Resource	5,733	0.119	13,601
Total Inferred Resources	6,996	0.120	16,793

RELIANCE ON SUBSECTION 7.1(2) OF NATIONAL INSTRUMENT 51-102

Not applicable.

OMITTED INFORMATION

Not applicable.

EXECUTIVE OFFICER

William M. Sheriff, Executive Chairman Telephone: 972-333-2214

DATE OF REPORT

November 14, 2022

Exhibit 99.162

Attorney Work Product Privileged and Confidential

Execution Version

MEMBERSHIP INTEREST PURCHASE AGREEMENT

BY AND AMONG

EFR WHITE CANYON CORP.,

a DELAWARE CORPORATION,

ENCORE ENERGY CORP.,

a BRITISH COLUMBIA CORPORATION,

ENCORE ENERGY US CORP.,

a NEVADA CORPORATION

DATED AS OF NOVEMBER 13, 2022

TABLE OF CONTENTS

		Page

ARTICLE I. DEFINITIONS AND INTERPRETATION		1

Section 1.01	Defined Terms	1
Section 1.02	References and Rules of Construction	2

ARTICLE II. PURCHASE AND SALE OF MEMBERSHIP INTERESTS		2

Section 2.01	Agreement to Purchase and Sell Membership Interests	2
Section 2.02	Purchase Consideration	2
Section 2.03	Compensation for Cash Collateral	3
Section 2.04	Transfer of Project Employees.	3
Section 2.05	Withholding	3

ARTICLE III. REPRESENTATIONS AND WARRANTIES OF THE SELLER		4

Section 3.01	Organization and Qualification of the Seller	4
Section 3.02	Organization and Qualification of Acquired Companies	4
Section 3.03	Authorization and Enforceability	4
Section 3.04	Powers of Attorney	4
Section 3.05	No Conflict	4
Section 3.06	Capitalization	5
Section 3.07	Books and Records.	5
Section 3.08	Financial Information; Accounts Receivable	5
Section 3.09	Absence of Certain Changes	6
Section 3.10	Absence of Undisclosed Liabilities	7
Section 3.11	Litigation.	7
Section 3.12	Compliance with Laws; Permits	7
Section 3.13	Alta Mesa Contracts	8
Section 3.14	Alta Mesa Real Property	9
Section 3.15	Alta Mesa Personal Property	9
Section 3.16	Bank Accounts.	9
Section 3.17	Taxes and Assessments	10
Section 3.18	Environmental Matters	11
Section 3.19	Bankruptcy; Solvency	12
Section 3.20	Consents, Approvals or Waivers	12
Section 3.21	Governmental Authorization.	12
Section 3.22	Royalty Obligations.	13
Section 3.23	Employment and Benefit Matters.	13
Section 3.24	Expropriation	15
Section 3.25	Insurance.	15
Section 3.26	Intellectual Property.	15
Section 3.27	COVID-19; CARES Act	16
Section 3.28	Brokers	16
Section 3.29	Technical Report	16

ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF THE ENCORE PARTIES		16

Section 4.01	Existence and Qualification	16
Section 4.02	Power	16
Section 4.03	Authorization and Enforceability	16

TABLE OF CONTENTS

		Page

Section 4.04	No Conflicts	17
Section 4.05	Litigation	17
Section 4.06	Consents, Approvals or Waivers	17
Section 4.07	Knowledge of Breach	17

ARTICLE V. COVENANTS OF THE PARTIES		17

Section 5.01	Access to Records	17
Section 5.02	Government Reviews	17
Section 5.03	Public Announcements; Confidentiality	18
Section 5.04	Operation of Business; Pre-Closing Holding Costs; Insurance Premium Loans	18
Section 5.05	Bonds, Letters of Credit and Guaranties	20
Section 5.06	Non-Solicitation and Acquisition Proposals	20
Section 5.07	Further Assurances	22
Section 5.08	The EFR Name	22
Section 5.09	Payment of Slurry Payment Obligation	22
Section 5.10	CFIUS Submission	22
Section 5.11	Prepaid Expenses and Accrued Rental Liabilities	22
Section 5.12	Casualty Loss and Condemnation	23
Section 5.13	Efforts to Obtain Financing; Cooperation.	23
Section 5.14	Financial Records	23
Section 5.15	Audit Cooperation.	24
Section 5.16	Financing Deposit	24
Section 5.17	Cooperation with Transfer of Assets	24
Section 5.18	TSX Venture Exchange Approval	24
Section 5.19	Recording	24

ARTICLE VI. CONDITIONS TO CLOSING		25

Section 6.01	enCore Parties’ Conditions to Closing	25
Section 6.02	Seller’s Conditions to Closing	26
Section 6.03	Frustration of Closing Conditions	26

ARTICLE VII. CLOSING		27

Section 7.01	Time and Place of the Closing	27
Section 7.02	Obligations of the enCore Parties at the Closing	27
Section 7.03	Obligations of the Seller at the Closing	28

ARTICLE VIII. TERMINATION		28

Section 8.01	Termination	28
Section 8.02	Effect of Termination	29
Section 8.03	Reverse Termination Fee	29

ARTICLE IX. INDEMNIFICATION		31

Section 9.01	Indemnification by the Seller	31
Section 9.02	Indemnification by the enCore Parties	31
Section 9.03	Indemnification Actions	31

TABLE OF CONTENTS

		Page

Section 9.04	Survivability; Limitation on Actions	33

ARTICLE X. TAX MATTERS		35

Section 10.01	Tax Filings	35
Section 10.02	Current Tax Period Taxes	35
Section 10.03	Purchase Consideration Allocation	36

ARTICLE XI. MISCELLANEOUS		37

Section 11.01	Counterparts	37
Section 11.02	Notice	37
Section 11.03	Tax, Recording Fees, Similar Taxes & Fees	38
Section 11.04	Governing Law; Jurisdiction	38
Section 11.05	Waivers	39
Section 11.06	Assignment	39
Section 11.07	Entire Agreement	39
Section 11.08	Amendment	39
Section 11.09	No Third-Party Beneficiaries	39
Section 11.10	Construction	39
Section 11.11	Conspicuous	39
Section 11.12	Severability	39

APPENDIX A

EXHIBIT 1

EXHIBIT 2

EXHIBIT 3

EXHIBIT 4

EXHIBIT 5

EXHIBIT 6

EXHIBIT 7

EXHIBIT 8

EXHIBIT 9

DISCLOSURE SCHEDULES

iii

MEMBERSHIP INTEREST PURCHASE AGREEMENT

This Membership Interest Purchase Agreement (as may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of November 13¸ 2022 (the “Execution Date”), by and among:

EFR WHITE CANYON CORP., a Delaware corporation (the “Seller”),

and

ENCORE ENERGY CORP., a British Columbia corporation (“enCore”), and ENCORE ENERGY US CORP., a Nevada corporation (the “Purchaser”).

The Purchaser and enCore may be referred to herein collectively as the “enCore Parties” and individually as an “enCore Party.” The Seller, the Purchaser, and enCore may be referred to herein collectively as the “Parties” and individually as a “Party.”

RECITALS

WHEREAS, the Seller owns all of the limited liability company membership interests (“Membership Interests”) in each of three Texas limited liability companies: EFR Alta Mesa LLC (formerly known as Mesteña Uranium, L.L.C.), Leoncito Plant, L.L.C., and Leoncito Project, L.L.C., (each a “Purchased Company” and together the “Purchased Companies”);

WHEREAS, Leoncito Project, L.L.C. owns all of the limited liability company membership interests (“LR Membership Interests”) in Leoncito Restoration, L.L.C., a Texas limited liability company (“Leoncito Restoration” and together with the Purchased Companies, the “Acquired Companies,” and each an “Acquired Company”);

WHEREAS, the Acquired Companies together own and control the Alta Mesa Assets, as defined and described more particularly in Appendix A of this Agreement, which are used in the mining and production and recovery of uranium (the “Business”); and

WHEREAS, on the terms and conditions set forth herein, Purchaser wishes to purchase the Membership Interests from the Seller, and the Seller wishes to sell the Membership Interests to the Purchaser.

NOW THEREFORE, in consideration of the foregoing and the representations, warranties, covenants, conditions, agreements and promises contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

ARTICLE I. DEFINITIONS AND INTERPRETATION

Section 1.01 Defined Terms. In addition to the terms defined throughout this Agreement, the capitalized terms used herein that are not otherwise defined shall have the meanings set forth in Appendix A.

Section 1.02 References and Rules of Construction.

(a) All references in this Agreement to Exhibits, Schedules, Appendices, Articles, Sections, subsections and clauses refer to the corresponding Exhibits, Schedules, Appendices, Articles, Sections, subsections and clauses of or to this Agreement unless expressly provided otherwise. The Exhibits, Schedules and Appendices referred to herein are attached to and by this reference incorporated herein for all purposes.

(b) Titles appearing at the beginning of any Exhibits, Schedules, Appendices, Articles, Sections, subsections and clauses of this Agreement are for convenience only, do not constitute any part of this Agreement and shall be disregarded in construing the language hereof.

(c) The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or clause unless expressly so limited. The words “this Article,” “this Section,” “this subsection,” “this clause,” and words of similar import, refer only to the Article, Section, subsection and clause hereof in which such words occur. The word “including” (in its various forms) shall be deemed to include the terms “including, without limitation,” and “including, but not limited to.” Unless expressly provided to the contrary, the word “or” is not exclusive. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires.

(d) Any representation or warranty qualified to the “knowledge of the Seller” or “the Seller’s knowledge” or with any similar knowledge qualification is limited to matters actually known by the respective managers and officers of each of the Seller, Seller Parent, and the Acquired Companies. Any representation or warranty qualified to the “knowledge of the enCore Parties” or “the enCore Parties’ knowledge” or with any similar language qualification is limited to matters actually known by the respective managers and officers of the enCore Parties, and expressly including Paul Goranson and Peter Luthiger.

(e) All references to “$” shall be deemed references to U.S. Dollars.

(f) If any payment is required to be made or other action (including the giving of notice) is required to be taken pursuant to this Agreement on a day which is not a Business Day, then such payment or action shall be considered to have been made or taken in compliance with this Agreement if made or taken on the next succeeding Business Day.

ARTICLE II.

PURCHASE AND SALE OF MEMBERSHIP INTERESTS

Section 2.01 Agreement to Purchase and Sell Membership Interests. Subject to the terms and conditions set forth herein, at the Closing, the Seller shall sell, and Purchaser shall purchase, the Membership Interests in each of the Purchased Companies for the consideration specified in Section 2.02. The Seller shall transfer the Membership Interests in each of the Purchased Companies to the Purchaser through the execution and delivery of assignments in the form attached hereto as Exhibit 1.

Section 2.02 Purchase Consideration. At the Closing, and subject to the terms and conditions set forth herein, the Purchaser shall pay, cause to be paid or delivered to the Seller (and enCore shall cause Purchaser to pay, deliver, and assume the amounts set forth below in this Section 2.02 and Section 2.03) the following consideration (the “Purchase Consideration”) in exchange for the Seller’s sale and transfer of the Membership Interests to the Purchaser under Section 2.01:

(a) The Purchaser shall pay to the Seller $60,000,000.00 by wire transfer of immediately available funds (the “Cash Consideration”), reduced by the amount of the Financing Deposit, if the Financing Deposit has been paid pursuant to Section 5.16; and

(b) The Purchaser shall deliver to the Seller (i) a secured promissory note to be issued by the Purchased Companies in the original principal amount of $60,000,000.00, substantially in the form of Exhibit 2 (the “Note”), (ii) a pledge agreement as provided under Section 9(i) of the Note, substantially in the form of Exhibit 3 (the “Pledge”), (iii) a security agreement as provided under Section 9(ii) of the Note, substantially in the form of Exhibit 4 (the “Security Agreement”), (iv) a deed of trust, security agreement, financing statement, fixture filing, and as-extracted collateral filing as provided under Section 9(iv) of the Note, substantially in the form of Exhibit 5 (the “Fee Deed of Trust”), (v) a leasehold deed of trust, assignment of leases and rents, security agreement, financing statement, and fixture filing, and as-extracted collateral filing as provided under Section 9(iv) of the Note, substantially in the form of Exhibit 6 (the “Leasehold Deed of Trust”), and (vi) an unsecured guaranty agreement issued by enCore, substantially in the form of Exhibit 7 (the “Guaranty”) guaranteeing the full repayment and performance of the obligations evidenced by the Note; and

Section 2.03 Compensation for Cash Collateral. At the Closing, the Purchaser shall pay to the Seller by wire transfer of immediately available funds an amount equal to the aggregate amount of any cash collateral deposits supporting the Acquired Companies’ reclamation bonds that are set forth on Schedule 3.18(b) with respect to the Project (the “Cash Collateral Amount”). As of the Execution Date, the amount of the Cash Collateral Amount is $3,589,865.00. The Seller shall confirm the amount of the Cash Collateral Amount in writing to Purchaser within five (5) Business Days prior to the Closing.

Section 2.04 Transfer of Project Employees. Prior to the Closing, Purchaser (or an Affiliate thereof) shall make offers of employment to all Persons currently employed with respect to the Project (the “Project Employees”), which offers shall provide for employment by Purchaser (or an Affiliate thereof) at their current pay rates and positions, which Project Employees, pay rates, and positions are set forth on Schedule 3.23(d). Also at Closing Purchaser shall cause enCore to grant to each of the Project Employees who have so accepted employment by Purchaser (or an Affiliate thereof) the equity specified in Schedule 3.23(d) (the “Replacement Equity”), which shall have the terms set forth in Schedule 3.23(d). The Project Employees shall be eligible to participate in benefits plans offered to other similarly situated employees of the Purchaser. This Section 2.04 is solely for the benefit of the Parties. No provision of this Section 2.04 shall or shall be construed to create any third-party beneficiary or other right to any Project Employee or any other Person or guarantee to any Person continued employment or any other continued service relationship with Purchaser or any of its Affiliates (including, after the Closing, the Acquired Companies).

Section 2.05 Withholding. Purchaser shall be entitled to deduct or withhold any amount for or on account of any Taxes from the payments otherwise due hereunder that are required by Law. If so required, Purchaser shall make such deductions or withholdings and pay the amount so deducted or withheld to the appropriate Governmental Authority. Upon making such payments to the appropriate Governmental Authority, Purchaser shall be treated as having paid to the Seller the amounts deducted or withheld as otherwise required hereunder. The Parties shall cooperate in good faith to minimize, to the extent permissible under applicable Law, the amount of any such deduction or withholding, including by providing any certificates or forms that are reasonably requested to establish an exemption from (or reduction in) any deduction or withholding.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants the following to the enCore Parties, acknowledging that the enCore Parties are relying upon such representations and warranties in connection with their execution, delivery and performance of this Agreement:

Section 3.01 Organization and Qualification of the Seller. The Seller is a corporation, duly organized, validly existing and in good standing under the Laws of the State of Delaware. The Seller has all necessary corporate power and authority to carry on its business as it is now being conducted and is qualified to do business under the Laws of each jurisdiction in which it carries on its business. True and correct copies of the organizational documents of, Seller as in effect as of the Execution Date have been provided to Purchaser prior to the Execution Date and such organizational documents have not been amended or otherwise modified.

Section 3.02 Organization and Qualification of Acquired Companies. Each of the Acquired Companies is a limited liability company, duly organized, validly existing and in good standing under the Laws of the State of Texas and has all necessary organizational power and authority to carry on its business as it is now being conducted and is qualified to do business under the Laws of each jurisdiction in which it carries on its business. True and correct copies of the organizational documents of each of the Acquired Companies as in effect as of the Execution Date have been provided to Purchaser prior to the Execution Date and such organizational documents have not been amended or otherwise modified.

Section 3.03 Authorization and Enforceability. The Seller has the requisite power and authority to execute and deliver this Agreement and the contracts, agreements, documents and instruments executed and delivered in connection with this Agreement (the “Ancillary Documents”) and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document, and the performance of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of the Seller or any of the Seller’s indirectly controlled Affiliates. This Agreement has been duly executed and delivered, and all Ancillary Documents will be duly executed and delivered as required hereunder. This Agreement constitutes, and each of the Ancillary Documents will constitute, a valid and binding obligation of the Seller, enforceable in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (the “Equity Exception”).

Section 3.04 Powers of Attorney. No Person has any power of attorney to act on behalf of any Acquired Company in connection with its business or any of the Alta Mesa Assets that it holds other than such powers to so act as normally pertain to the managers or officers of such Acquired Company.

Section 3.05 No Conflict. The execution, delivery and performance of this Agreement and the Ancillary Documents by the Seller will not (a) violate any provision of the organizational documents of the Seller or any Acquired Company; (b) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, acceleration or cancellation of, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which the Seller or any Acquired Company or any Affiliate of Seller is a party or which affects in any material respect any of the Alta Mesa Assets; or (c) conflict with or violate in any material respect any Law or Governmental Order applicable to the Seller or any Affiliate of Seller or any Acquired Company or any of the Alta Mesa Assets.

Section 3.06 Capitalization. The Membership Interests in each Purchased Company constitute all of the issued and outstanding equity interests of such Purchased Company and are owned of record and beneficially by the Seller, free and clear of all Encumbrances. Other than the Membership Interests, no other classes, groups or categories of limited liability company ownership interests have been established or exist for any Purchased Company. All of the LR Membership Interests are owned of record and beneficially by Leoncito Project, L.L.C., free and clear of all Encumbrances. There are no options, warrants, conversion privileges or other rights, member rights plans, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) of any character requiring or which may require the sale or transfer of any membership interest, or any other equity interest in, any Acquired Company. All Membership Interests and LR Membership interests have been duly authorized and validly issued and are fully paid and non-assessable. All Membership Interests and LR Membership Interests have been issued in compliance with all applicable Laws. There are no outstanding contractual or other obligations of any Acquired Company to repurchase, redeem or otherwise acquire all or any portion of the Membership Interests or LR Membership Interests. Other than the Company Agreements, there are no limited liability company, operating, ownership, voting or similar agreements with respect to any of the Acquired Companies. Other than Leoncito Project, L.L.C.’s 100% ownership of Leoncito Restoration, none of the Acquired Companies has any subsidiaries. No Acquired Company has granted, and there are no outstanding or authorized compensatory or service-linked equity awards or other equity -based awards or interests with respect to any equity or voting interests in any Acquired Company, including any profits interests, appreciation or participation rights or similar arrangements.

Section 3.07 Books and Records. The books of account and other records of the Acquired Companies are complete and correct and have been maintained in accordance with sound business practices, including the maintenance of an adequate system of internal controls. True and complete copies of all such books and records have been made available to the enCore Parties and, at the Closing, the originals of all such books and records will be in the possession of the Acquired Companies.

Section 3.08 Financial Information; Accounts Receivable.

(a) True and complete copies of (i) the unaudited financial statements of the Acquired Companies as of December 31, 2020 and 2021, and (ii) the unaudited financial statements of the Acquired Companies as of June 30, 2021 and 2022 (collectively, the “Financial Statements”) have been delivered to the enCore Parties. The balance sheet of each of the Acquired Companies and their Affiliates as of June 30, 2022 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date”.

(b) The Financial Statements (i) were prepared in accordance with the books of account and other records of the Acquired Companies (except as may be indicated in the notes thereto), (ii) present fairly in all material respects the financial condition and results of operations of the Acquired Companies as of the dates thereof or for the periods covered thereby, (iii) were prepared in a manner and on a basis consistent with the past practices of the Acquired Companies and its affiliate parent company except as expressly disclosed therein, and (iv) were prepared using policies, procedures and conventions in accordance with generally accepted accounting principles (“GAAP”).

(c) Seller Parent has established and maintains a system of internal controls with respect to the Acquired Companies. Such internal controls are designed to provide reasonable assurance that (i) transactions are executed in all material respects in accordance with management’s authorization and (ii) transactions are recorded as necessary to permit preparation of financial statements of Seller Parent in conformity with GAAP and to maintain accountability for each Acquired Company’s assets.

(d) Neither Seller nor Seller Parent has identified in writing or has received written notice from an independent auditor of (x) any significant deficiency or material weakness in the system of internal controls utilized by Seller Parent with respect to the Acquired Companies, (y) any material fraud that involves any Seller Parent’s management or other employees who have a significant role in the preparation of financial statements or the internal controls over financial reporting utilized by Seller Parent with respect to the Acquired Companies or (z) any claim or allegation regarding any of the foregoing.

(e) All accounts receivable of the Acquired Companies arose only from bona fide transactions in the ordinary course of business.

Section 3.09 Absence of Certain Changes. Since the date of the Acquired Companies’ most recent balance sheets, the Acquired Companies have conducted their operations in the ordinary course of business in all material respects, and except as otherwise contemplated by this Agreement, there has not been:

(a) any change in any method of accounting or accounting practice by any of the Acquired Companies;

(b) any (i) employment, deferred compensation, severance, retirement or other similar agreement entered into, modified or terminated between any of the Acquired Companies on the one hand, and any manager, officer or employee of any of the Acquired Companies (or any amendment to any such existing agreement) on the other, (ii) grant of any severance or termination pay to any manager, officer or employee of any of the Acquired Companies for which any of the Acquired Companies is liable after the Closing Date, (iii) change (other than in connection with hiring or firing managers, officers or employees) in compensation or other benefits payable by any of the Acquired Companies to any manager, officer or employee of any of the Acquired Companies other than any changes in the ordinary course of business, or (iv) hiring or firing any employee other than in the ordinary course of business, except in each case for changes made with respect to all employees under any employee Benefit Plan;

(c) any sale, assignment, conveyance, license, sublease or other disposition of any Alta Mesa Assets or imposition of any Encumbrance (other than Permitted Encumbrances) on any of the foregoing except in the ordinary course of business or as contemplated in this Agreement;

(d) any delay or postponement of the payment of accounts payable and other liabilities outside the ordinary course of business;

(e) any cancellation, compromise, waiver or release of any right or claim (or series of related rights and claims) either involving more than $10,000 or outside the ordinary course of business;

(f) any write-down or write-off of the value of any material asset, except for write- downs or write-offs of accounts receivable or inventories in the ordinary course of business or otherwise that would be required for the preparation of audited balance sheets or obsolete or surplus property not needed for operation of the Project;

(g) any other transaction or commitment made, or any contracts entered into, by any of the Acquired Companies relating to their assets or business or the Project, other than transactions, commitments and contracts in the ordinary course of business and those contemplated by this Agreement;

(h) any action taken by the Seller, any of its Affiliates or any of the Acquired Companies or, to the knowledge of the Seller, by another Person on behalf of the Seller, any of its Affiliates or any of the Acquired Companies that will or may reasonably be expected to cause or constitute a breach of any provision of this Agreement in any material respect;

(i) any action (or omission) by the Seller, any of its affiliates or any of the Acquired Companies that, if taken or omitted after the Execution Date, would require the consent of the Purchaser pursuant to Section 5.04(b); or

(j) any agreement, whether or not in writing, to do any of the foregoing by the Seller, any of its Affiliates or any of the Acquired Companies.

Section 3.10 Absence of Undisclosed Liabilities. The Acquired Companies have no outstanding Liabilities (whether absolute, accrued, contingent or otherwise) and are not party to or bound by any suretyship, guarantee, indemnification or assumption agreement, or endorsement of, or any other similar commitment with respect to the Liabilities of any Person (whether absolute, accrued, contingent or otherwise) other than Liabilities (a) reflected or reserved against on the Balance Sheet included in the Financial Statement; (b) disclosed in Schedule 3.10; (c) incurred since the date of the Financial Statement in the ordinary course of business of the Acquired Companies and not material to any of the Acquired Companies; (d) incurred pursuant to this Agreement; (e) which are executory performance obligations arising under Contracts entered into in the ordinary course of business consistent with past practice to which the Acquired Companies are a party or otherwise bound and which do not involve any financial obligations or expenditures by the Acquired Companies; (f) constituting Reclamation Obligations; (g) that, in the aggregate, do not exceed $250,000.00; or (h) the subject matter of which is expressly addressed by another representation and warranty in this Article III. None of the Liabilities described in clauses (a) - (g) above relates to or has arisen out of a breach of contract, breach of warranty, tort, infringement, violation of Law by or against any of the Acquired Companies or an Affiliate or any action or judgment involving the Acquired Companies or an Affiliate.

Section 3.11 Litigation. There are not any actions, suits, claims, investigations or other legal proceedings pending or, to the Seller’s knowledge, threatened against any of the Seller or its Affiliates or the Acquired Companies which, if determined adversely, may be adverse to the Acquired Companies or the Business in any material respects.

Section 3.12 Compliance with Laws; Permits.

(a) Each Acquired Company has complied and continues to comply in all material respects with all applicable Laws, including but not limited to United States federal and state laws relating to the prevention of bribery, corruption, money laundering, fraud and other similar laws and regulations, and, to the Seller’s knowledge, there are no existing, pending or threatened conditions or circumstances that might constitute or cause any violation of any applicable Laws by any Acquired Company.

(b) Each Acquired Company possesses all material Permits necessary to enable them to conduct their business, own the Alta Mesa Assets and operate the Project in the manner in which the Project is being operated currently. All such material Permits are disclosed on Schedule 3.12. All such material Permits are in full force and effect, and no action, claim or proceeding exists or is pending or, to the knowledge of the Seller, threatened to suspend, revoke, terminate or prevent the exercise of rights under, or renewal of, any such material Permit or to declare any such material Permit invalid. Each Acquired Company is in compliance in all material respects with all such material Permits, and, to the Seller’s knowledge, there are no violations of any such material Permit that would (or could with notice or lapse of time) result in the termination of such material Permit. The transactions contemplated by this Agreement and the Ancillary Documents will not materially adversely affect the validity of any such material Permit or cause a cancellation of or otherwise materially adversely affect such material Permit, and, to the Seller’s knowledge, no other material Permits are required in order to conduct the Acquired Companies’ business, own the Alta Mesa Assets or operate the Project, in each case, in the manner in which the Project is currently being operated. There are no material Permits held by the Seller or (other than the Acquired Companies) any of its Affiliates relating to any of the Alta Mesa Assets or the Project.

Section 3.13 Alta Mesa Contracts.

(a) Schedule 3.13 lists all material contracts, leases, mortgages, deeds, licenses, instruments, notes, commitments, undertakings, indentures and other agreements to which any of the Acquired Companies is a party or that materially affect or involve any of the Acquired Companies, the Alta Mesa Assets or the operation of the Project (the “Alta Mesa Contracts”), including the following agreements:

●

Amended and Restated Uranium Solution Mining Lease, dated May 1, 2016, by and between Mesteña Unproven, Ltd., Jones Ranch Minerals Unproven, Ltd., Mesteña Proven, Ltd. and Jones Ranch Minerals Proven, Ltd. (as Lessors) and Leoncito Project, L.L.C. (as Lessee) (referred to herein as the “Uranium Lease”);

●

Amended and Restated Uranium Testing Permit and Lease Option Agreement, dated May 1, 2016 (the “Amendment Date”) and made effective as of August 1, 2006, by and between Mesteña Unproven, Ltd., Jones Ranch Minerals Unproven, Ltd., and Mesteña Proven Ltd. (together as Grantor) and Leoncito Project, L.L.C. (as Grantee), having a term of up to 15 years from the Amendment Date, which grants to Grantee the sole and exclusive right (including ingress and egress) to conduct any and all geological, geophysical, seismic and electrical surveys, chemical and physical analyses and to drill all necessary test holes, or to conduct any and all other exploration or testing operations desirable or necessary, in an attempt to determine the existence of commercial quantities of Subject Materials, as therein defined, save and except oil, gas and associated liquid hydrocarbons, and to further secure at Grantee’s option a Uranium Lease (referred to herein as the “Uranium Option”);

●

Byproduct Disposal Agreement, dated June 27, 2022, by and between EFR Alta Mesa LLC and Energy Fuels Resources (USA) Inc.;

●

Electricity Supply Agreement – Fixed Price Solutions, dated August 23, 2022, by and between Constellation NewEnergy, Inc. and EFR Alta Mesa LLC;

●

the Prior Acquisition Agreement; and

●

Nine separate Amended and Restated Surface Use Agreements by and between the Purchased Companies (as Operator) and certain surface estate owners concerning lands subject to mineral exploration and development activities under the Uranium Lease and the Uranium Option, listed more particularly on Schedule 3.13 (collectively, “Surface Use Agreements”).

(b) The Seller has made available to the enCore Parties true and complete copies of each Alta Mesa Contract and all amendments or modifications thereto.

(c) All of the Alta Mesa Contracts are in full force and effect and will remain in full force and effect at Closing. No action, claim or proceeding exists or is pending or, to the knowledge of the Seller, threatened to terminate or prevent the enjoyment or exercise of the Acquired Companies’ rights under any Alta Mesa Contract or to declare any Alta Mesa Contract invalid or unenforceable. Each Acquired Company is in compliance in all material respects with all Alta Mesa Contracts, and, to the Seller’s knowledge, there are no circumstances or events which, with notice or lapse of time or both, would result in or constitute a breach or default under any Alta Mesa Contract. The transactions contemplated by this Agreement and the Ancillary Documents will not materially adversely affect the validity of any Alta Mesa Contracts or cause a breach or default under or otherwise materially adversely affect any Alta Mesa Contracts.

(d) Except for the Slurry Payment Obligation and except as expressly disclosed on Schedule 3.13, none of the Alta Mesa Assets or Acquired Companies is subject to or burdened by any contract that can be reasonably expected to result in payments to or receipts of revenue by the Seller or any of the Seller’s Affiliates (other than the Acquired Companies) or any Third Party during the current or any subsequent calendar year, including (i) any operating agreement, transportation agreement, exploration agreement, joint development agreement, participation agreement and processing or similar contract or sales, purchase or exchange contract or call on production or (ii) any indenture, mortgage, loan, deed of trust, note purchase agreement, credit or sale-leaseback, guaranty, bond, letter of credit or similar contract that will not be terminated with respect to the Alta Mesa Assets on or before Closing.

Section 3.14 Alta Mesa Real Property. Schedule 3.14 sets forth a complete list of all real property included among the Alta Mesa Assets (the “Alta Mesa Real Property”) and the ownership thereof, which real property will remain the real property of the Acquired Companies through Closing. Each Acquired Company owns Defensible Title to the Alta Mesa Real Property that such Acquired Company is listed as owning on Schedule 3.14, free and clear of all Encumbrances, except for the Permitted Encumbrances.

Section 3.15 Alta Mesa Personal Property. Schedule 3.15 sets forth a complete list of all personal property included among the Alta Mesa Assets (the “Alta Mesa Personal Property”) and the ownership thereof, which personal property will remain the personal property of the Acquired Companies through Closing. Each Acquired Company owns Defensible Title to the Alta Mesa Personal Property that such Acquired Company is listed as owning on Schedule 3.15, free and clear of all Encumbrances, except for the Permitted Encumbrances.

Section 3.16 Bank Accounts. Schedule 3.16 sets forth a true, correct and complete list and description of all bank accounts owned and/or used by the Acquired Companies (including the name of each Person with signing authority or access thereunder).

Section 3.17 Taxes and Assessments.

(a) All Taxes related to the Acquired Companies and the Alta Mesa Assets that have become due and payable have been properly paid.

(b) All Tax Returns with respect to Taxes that are required to be filed by any of the Acquired Companies in respect of the Acquired Companies, Alta Mesa Assets, or otherwise have been timely filed, and all such Tax Returns are true, correct and complete in all material respects.

(c) All Taxes that an Acquired Company is obligated to withhold from amounts owing to any Person have been properly withheld and timely remitted to the appropriate taxing authority.

(d) No action, suit, Governmental Authority proceeding or audit is now in progress or pending with respect to any of the Acquired Companies or the Alta Mesa Assets, and none of the Seller or the Acquired Companies has received notice of any pending claim against it from any applicable Governmental Authority for assessment of Taxes and no such claim has been threatened.

(e) No audit, litigation or other proceeding with respect to Taxes related to any of the Acquired Companies or the Alta Mesa Assets has been commenced or is presently pending. None of the Seller or the Acquired Companies has granted an extension or waiver of the statute of limitations applicable to any Tax related to any of the Acquired Companies or the Alta Mesa Assets, which extension or waiver has not yet expired.

(f) No claim has been made by any taxing authority in a jurisdiction where any Acquired Company does not file Tax Returns or pay Taxes that such Acquired Company may be required to file Tax Returns or be subject to Tax by that jurisdiction.

(g) No Acquired Company is subject to Tax in any country, other than the country in which it is organized, by virtue of having, or being deemed to have, employees, a permanent establishment, fixed place of business or similar presence.

(h) None of the Seller or the Acquired Companies is a party to or bound by any Tax allocation or Tax sharing or indemnification agreement with respect to any of the Acquired Companies or the Alta Mesa Assets.

(i) During the period that the Seller has owned the Acquired Companies, each of the Acquired Companies has been classified as a disregarded entity for U.S. federal income and applicable state and local tax purposes and none of the Alta Mesa Assets is subject to any Tax partnership agreement or is otherwise treated, or required to be treated, as held in an arrangement requiring a partnership income Tax Return to be filed for federal or state income tax purposes.

(j) None of the Alta Mesa Assets is “tax-exempt use property” within the meaning of Section 168(h) of the Code or “tax-exempt bond financed property” within the meaning of Section 168(g)(5) of the Code.

(k) All of the Alta Mesa Assets that are subject to property Taxes have been properly listed and described on the property tax rolls of the appropriate Governmental Authority for all assessment dates prior to Closing.

(l) The Seller and the Acquired Companies, as applicable, have complied with all escheat or unclaimed property Laws with respect to funds or property received in connection with owning or operating the Alta Mesa Assets.

(m) There are no Encumbrances for Taxes upon the Membership Interests, the LR Membership Interests or the Alta Mesa Assets other than Permitted Encumbrances.

(n) None of the Acquired Companies will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any of the following that occurred or exists on or prior to the Closing Date (in each case where there is a reference to the Code or Treasury Regulations, including any corresponding or similar provision of state, or local or non U.S. income tax Law): (A) a “closing agreement” as described in Section 7121 of the Code; (B) an installment sale or open transaction; (C) a prepaid amount or deferred revenue recognized; (D) a change in the accounting method of any Acquired Company pursuant to Section 481 of the Code; or (E) otherwise as a result of a transaction or accounting method that accelerated an item of deduction into periods ending on or before the Closing Date or a transaction or accounting method that deferred an item of income into periods beginning after the Closing Date.

(o) None of the Acquired Companies has elected, through action or inaction, to benefit from any payroll Tax relief, including Tax credits and Tax deferrals, under or any legislation or related authority promulgated under United States federal or state Laws that addresses the financial impact of COVID-19 on employers.

Section 3.18 Environmental Matters.

(a)

Except as set forth on Schedule 3.18:

(i)

with respect to the Alta Mesa Assets, the Acquired Companies are, and, to the knowledge of the Seller, the Acquired Companies have been, operating in full compliance with all Environmental Laws;

(ii)

the Acquired Companies hold, and at the Closing will hold, all Permits (as set forth on Schedule 3.12) necessary to conduct the Project in the manner in which the Project is being operated currently, and all such Permits are, and at the Closing will be, valid and in full force and effect;

(iii)

none of the Seller or the Acquired Companies or their Affiliates has entered into, nor is any of the Seller or the Acquired Companies or their Affiliates subject to any Governmental Order that relates to the present or future use of any of the Alta Mesa Assets or requires any material change in the present Environmental Condition of any of the Alta Mesa Assets;

(iv)

no Governmental Order or other action is pending, and, to the Seller’s knowledge, no Governmental Order or other action has been threatened, by any Governmental Authority or Third Party concerning any alleged violation of or Environmental Liability under any Environmental Law;

(v)

none of the Seller or the Acquired Companies or their Affiliates has received written notice from any Governmental Authority or Third Party alleging any current or past violation or potential violation of any Environmental Law in respect of any of the Alta Mesa Assets;

(vi)

no Hazardous Substance has been used, generated, manufactured, refined, treated, transported, stored, handled, disposed of, transferred, produced or processed at, on, under or from any of the Alta Mesa Assets except in compliance with all Environmental Laws; and

(vii)

no Hazardous Substance has been discharged, dumped, pumped, deposited, spilled, leaked, emitted or released by any Person (or, to the knowledge of the Seller, is otherwise present) at, on, under or from any of the Alta Mesa Assets in such manner or quantity that exceeds applicable limitations, criteria or standards under any Environmental Law or that would require investigation and/or remediation under any Environmental Law.

(b) The Acquired Companies currently satisfy all financial assurance obligations relating to the Project through reclamation bonds totaling approximately $10.3 million.

Section 3.19 Bankruptcy; Solvency. There are no bankruptcy, insolvency, reorganization, receivership or similar proceedings pending against, being contemplated by, or, to the knowledge of the Seller, threatened against the Seller, any Acquired Company or any Affiliate thereof. The Seller is not entering into this Agreement with actual intent to hinder, delay or defraud any creditor. Each of the Seller and the Acquired Companies and their Affiliates is currently solvent and will be solvent immediately after the Closing after giving effect to (i) the transactions contemplated in this Agreement and the Ancillary Documents and (ii) any other transactions contemplated by the Seller or any of its Representatives on or after the Closing, which would be taken into account in determining whether any of the transactions contemplated hereby were invalid or illegal under, in violation of, or can be set aside or give rise to, any award or damages, sanctions or other Liability against the enCore Parties or any of their respective Affiliates or Representatives under applicable bankruptcy, fraudulent conveyance, fraudulent transfer or other similar Laws.

Section 3.20 Consents, Approvals or Waivers. Schedule 3.20 sets forth any and all consents, approvals and waivers of any nature that any of the Seller or the Acquired Companies or any of their respective Affiliates or Representatives must obtain from any Person, including any Governmental Authority, in order to consummate the transactions contemplated under this Agreement (and under any Ancillary Document required to be executed and delivered by the Seller hereunder) (collectively, “Required Consents”). Except as set forth on Schedule 3.20, the Seller’s execution, delivery and performance of this Agreement (and any Ancillary Document required to be executed and delivered by the Seller hereunder) is not and will not be subject to any Required Consents. Schedule 3.20 describes, for each Required Consent, (i) the Governmental Authority or other Person from which each Required Consent must be obtained, and (ii) the agency contact information for the Governmental Authority from which each Required Consent must be obtained.

Section 3.21 Governmental Authorization. Provided that each of the Required Consents set forth on Schedule Section 3.20 is obtained at or before the Closing, the execution, delivery and performance by the Seller of this Agreement and the Ancillary Documents to which the Seller will become a party, including the sale, transfer and conveyance of the Acquired Companies and any related or resulting changes in control of any of the Alta Mesa Assets, will not (i) violate or conflict with any Law, including any Environmental Law, or any Governmental Order, or (ii) require the approval of any Governmental Authority, except where the violation, conflict or failure to obtain the approval would not have a Material Adverse Effect.

Section 3.22 Royalty Obligations. Except as set forth in the Uranium Lease, no Person is currently entitled to any royalty, net profits interest, carried interest or any other interests based on the production and/or sale of Minerals from the Alta Mesa Assets, including any advance royalties. Except for such items that are being held in suspense as permitted by Law, all amounts due and payable under the Burdens with respect to the Assets have been paid in full.

Section 3.23 Employment and Benefit Matters.

(a) Other than as disclosed in Schedule 3.23(d) and except as required by Laws, the Acquired Companies are not party to or bound by any oral or written contract or commitment providing for (i) severance, notice of termination or pay in lieu of notice of termination or termination, severance, retention or similar payments or (ii) cash or other compensation or benefits to any employees (which, for purposes of this Section, includes managers and officers), consultants or agents of the Acquired Companies upon or as a result of the execution of this Agreement or the consummation of the transactions contemplated by this Agreement.

(b) The Acquired Companies have not made any agreement with, or commitment to, nor is any such agreement or contract being negotiated by or on behalf of any of the Acquired Companies, any labor union, employee association or other similar entity or made commitments to or conducted negotiations with any labor union or employee association or similar entity with respect to any future agreements. No trade union, employee association or other similar entity has any bargaining rights acquired by either certification or voluntary recognition with respect to the employees of the Acquired Companies. To the Seller’s Knowledge, there are no labor unions organizing activities or labor union demands for recognition or certification, in each case, with respect to any employee and there has been no such event during the past three (3) years.

(c) There has been no, and, to the knowledge of the Seller, there is no threat of any (i) strike, lock-out, work stoppage, work slowdown or labor dispute in the past three (3) years, or (ii) pending, threatened, or outstanding labor or employment proceedings or processes of any kind (including unfair labor practice complaints or charges, grievances, arbitrations, worker’s compensation claims or applications for declaration of related or successor employer, charge of discrimination, harassment, or other charges) before the National Labor Relations Board, the Equal Employment Opportunity Commission, or any other Governmental Entity in respect of any current or former employees of the Acquired Companies.

(d) Schedule 3.23(d) sets forth the name, job title, hourly rate or annual base salary (as applicable), hire date, employment status as active or on Leave (including type of Leave), work location, classification as exempt or non-exempt under the Fair Labor Standards Act, annual incentive compensation opportunity for 2022 (whether payable in cash or equity) as of the date shown Schedule 3.23(d) of each employee, which schedule will be updated prior to Closing to reflect any newly hired employee.

(e) The Acquired Companies are, and for the past three (3) years has been, in compliance in all material respects with all applicable Laws respecting labor, employment and employment practices, including all Laws respecting terms and conditions of employment, recruitment and hiring, termination of employment, health and safety, wages and hours (including the classification of independent contractors and exempt and non-exempt employees and payment of overtime), meal and rest periods, privacy, immigration (including the completion of Forms I-9 for all employees working in the United States and the proper confirmation of employee visas), employment harassment, discrimination or retaliation, whistleblowing, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs (including the WARN Act), employee trainings and notices, labor relations, employee leave issues, sick pay, COVID-19, affirmative action, workers’ compensation, and unemployment insurance. The Acquired Companies are and for the past three (3) years has been in compliance with Laws respecting the proper classification and treatment of each individual who has provided services to the Acquired Companies and is or was classified and treated as an independent contractor, consultant, leased employee, or other non- employee service provider.

(f) The Acquired Companies do not have (i) any liability for any arrears of wages, penalties or other sums for failure to comply with any applicable Laws relating to the employment of labor, or (ii) any liability for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Entity with respect to unemployment compensation benefits, social security, social insurances or other benefits or obligations for any employees (other than routine payments to be made in the ordinary course of business and consistent with past practice). The Acquired Companies have paid in full to all its employees or adequately accrued in accordance with GAAP for all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees.

(g) The Acquired Companies are not a party to, or otherwise bound by, any consent decree with, or citation by, and, to the Seller’s Knowledge, is not the subject of any investigation by any Governmental Entity relating to employees or employment practices.

(h) The consummation of the transactions contemplated by this Agreement will not, either alone or together with any other event, (i) entitle any current or former employee, manager, director or service provider of any of the Acquired Companies to any payment, (ii) increase the amount of compensation or benefits due to any such employee, manager, director or service provider, (iii) accelerate the time of vesting or payment of any compensation, equity incentive or other benefit, (iv) constitute a “change in control” or similar event under any Benefit Plan, or (v) result in any “parachute payment” under Section 280G of the Code whether or not such payment is considered to be reasonable compensation for services rendered.

(i) Schedule 3.23(j) contains a complete and accurate list of all Benefit Plans. To the extent required, all of the Benefit Plans have been approved by the appropriate authorities. All obligations of the Acquired Companies required to be performed in connection with the Benefit Plans and funding media established therefor, including the making or payment of contributions or premiums, have been performed, and there are no outstanding defaults or violations by the Acquired Companies. There are no outstanding liabilities under any Tax Laws with respect to the Benefit Plans. Other than as disclosed in Schedule 3.23(j), no Benefit Plan provides benefits to retirees or to employees of the Acquired Companies after termination of employment or provides for retroactive charges or premium increases.

(j) As of the Execution Date, the Project Employees are employees of EFR USA. EFR USA is in compliance in all material respects with all applicable Laws with respect to the Project Employees, including, salaries, wages, bonuses, dividends, profit distribution, pay increases, payment of sales commissions, and the corresponding payment of any labor charges and social security and other payments under any applicable Laws. As of the Closing Date, any and all employee compensation (e.g., salaries, wages, bonuses, dividends, profit distribution or sharing, pay increases, payment of sales commissions, Benefit Plans and the corresponding payment of any labor charges and social security and other payments under any applicable Laws) that is owed to any Project Employees in respect of any period of time prior to the Closing Date will have been fully paid to such Project Employees.

(k) The Acquired Companies do not have any labor-related liability (whether absolute, accrued, contingent or otherwise) to former or retired employees (being only those no longer employed on the date hereof), including without limitation, liabilities for accrued bonuses, vacations and/or sales commissions, all of which have been paid prior to the date hereof.

(l) The Acquired Companies are not subject to any determination under applicable Laws to the effect that any individuals currently directly or indirectly performing services for the Acquired Companies are entitled to benefits granted to employees under applicable Laws or should otherwise be treated as employees for tax purposes or otherwise. The Acquired Companies have not any accrued liabilities with regard to their consultants or other service providers or outsourced contractors or subcontractors other than in the ordinary course of business.

Section 3.24 Expropriation. No part of the Alta Mesa Assets has been taken, condemned or expropriated by any Governmental Authority nor has any written notice or proceeding in respect thereof been given or commenced nor do the Seller or the Acquired Companies know of any intent or proposal to give such notice or commence any such proceedings.

Section 3.25 Insurance. Schedule 3.25 sets forth a complete and accurate list of each insurance policy under which the Acquired Companies have been an insured, a named insured or otherwise the principal beneficiary of coverage at any time or relating to any of the Alta Mesa Assets as of the Effective Date. The Seller has made available or will make available prior to the Closing Date to the enCore Parties a true and complete copy of each such policy that is in effect as of the Execution Date. With respect to each such policy, none of the Acquired Companies, nor, to the Seller’s Knowledge, any other party to the policy is in material breach or default thereunder (including with respect to the payment of premiums or the giving of notices), and the Seller does not know of any occurrence or any event which (with notice or the lapse of time or both) would constitute such a breach or default or allow termination, modification or acceleration under the policy. All appropriate insurers under such insurance policies have been notified of all potentially insurable losses and pending litigation and legal matters, and no such insurer has informed any of the Acquired Companies or the Seller of any denial of coverage or reservation of rights thereto. Schedule 3.25 also describes any self-insurance arrangements affecting any of the Acquired Companies or Alta Mesa Assets. Effective as of Closing, the insurance policies on Schedule 3.25 will be terminated.

Section 3.26 Intellectual Property.

(a) Schedule 3.26 lists all Acquired Company IP Registrations.

(b) An Acquired Company is the sole legal and beneficial, and with respect to the Acquired Company IP Registrations, record, owner of all right, title and interest in and to all Acquired Company Intellectual Property free and clear of all Encumbrances other than Permitted Encumbrances. The Acquired Company Intellectual Property is, and the Acquired Companies’ rights in the Acquired Company Intellectual Property are subsisting and, to the Seller’s Knowledge, valid and enforceable.

(c) The Acquired Companies own or have the right to use all Intellectual Property used in the conduct of the Business as conducted on the Closing Date. The consummation of the transactions contemplated hereunder will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other Person (except for the consents set forth in Schedule 3.20) in respect of, the Acquired Companies’ right to own, use or hold for use any Intellectual Property as owned, used or held for use in the conduct of the Business as conducted on the Closing Date.

(d) To the Seller’s Knowledge, the Acquired Companies have not infringed or misappropriated the Intellectual Property of any Person and, to the Seller’s Knowledge, the conduct of the Business as conducted on the Closing Date does not infringe the Intellectual Property rights of any Person. To the Seller’s Knowledge, no Person has infringed or misappropriated any Acquired Company Intellectual Property.

(e) To the Seller’s Knowledge, the Acquired Companies are not subject to any outstanding or prospective Governmental Order (but not including any motion or petition therefor) that restricts or impairs the use of any Acquired Company Intellectual Property.

(f) The Acquired Companies have taken commercially reasonable efforts to protect and preserve the confidentiality of trade secrets included in the Acquired Company Intellectual Property.

Section 3.27 COVID-19; CARES Act. None of the Acquired Companies received any loans under the CARES Act.

Section 3.28 Brokers. Except as set forth on Schedule 3.28, no broker, finder, investment banker or other agent is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of any of the Seller or the Acquired Companies. The Seller shall be solely responsible for payment of any such fee or commission, and the enCore Parties shall have no direct or indirect responsibility or liability for any such fee or commission.

Section 3.29 Technical Report. To Seller’s knowledge, since the date of preparation of the technical report on the Alta Mesa Assets entitled “Technical Report Summary for the Alta Mesa Uranium Project, Brooks and Jim Hogg Counties, Texas, USA” prepared by Travis Boam, PG, Energy Fuels, Casper, WY, USA and Douglas Beahm, PE, PG, BRS Engineering Inc. Riverton, Wyoming with an effective date of December 31, 2021 (the “Technical Report”) there has been no material change to the Alta Mesa Assets that would change any aspect of the Technical Report in any material respect.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF THE ENCORE PARTIES

Except to the extent one or more of the following representations and warranties are expressly limited to one of the enCore Parties, the enCore Parties, jointly and severally, represent and warrant to the Seller the following:

Section 4.01 Existence and Qualification. enCore is a corporation, validly existing and in good standing under the laws of the Province of British Columbia, Canada. The Purchaser is a corporation, validly existing and in good standing under the Laws of the State of Nevada and is duly qualified to do business in the State of Texas.

Section 4.02 Power. Each enCore Party has the requisite power and authority to execute and deliver this Agreement and the Ancillary Documents and to consummate the transactions contemplated hereby and thereby, and the execution and delivery of this Agreement and the Ancillary Documents by each enCore Party and the consummation of the transactions contemplated hereby and thereby have been duly authorized.

Section 4.03 Authorization and Enforceability. The execution, delivery and performance of this Agreement and each Ancillary Document required to be executed and delivered by each enCore Party at Closing, and the performance of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of each enCore Party. This Agreement has been duly executed and delivered by each enCore Party (and all Ancillary Documents required hereunder to be executed and delivered by each applicable enCore Party at Closing will be duly executed and delivered by each applicable enCore Party) and this Agreement constitutes, and at the Closing such Ancillary Documents will constitute, the valid and binding obligations of each enCore Party, enforceable in accordance with their terms.

Section 4.04 No Conflicts. The execution, delivery and performance of this Agreement and each Ancillary Document required to be executed and delivered by each enCore Party at Closing, and the performance of the transactions contemplated hereby and thereby, will not (a) violate any provision of the organizational documents of either enCore Party, (b) result in default (with due notice or lapse of time or both) or the creation of any Encumbrance or give rise to any right of termination, cancellation or acceleration under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license or agreement to which either enCore Party is a party, or (c) violate any judgment, order, ruling or regulation applicable to any enCore Party as a party in interest.

Section 4.05 Litigation. There are no actions, claims, suits, demands or proceedings pending, or, to the knowledge of the enCore Parties, being contemplated or threatened in writing by a Person, before any Governmental Authority, arbitrator or mediator to which either enCore Party is a party which would impair the enCore Parties’ ability to perform their obligations under this Agreement or any Ancillary Document required to be executed and delivered by one or more of the enCore Parties at Closing.

Section 4.06 Consents, Approvals or Waivers. Except as set forth on Schedule 4.06, each enCore Party’s execution, delivery and performance of this Agreement (and any Ancillary Document required to be executed and delivered by the enCore Parties at Closing) is not and will not be subject to any consent, approval or waiver from any Governmental Authority or Person.

Section 4.07 Knowledge of Breach. Neither Paul Goranson nor Peter Luthiger has actual knowledge that any representation or warranty of the Seller in this Agreement, as modified or qualified by any corresponding Schedule, is untrue or incorrect.

ARTICLE V.

COVENANTS OF THE PARTIES

Section 5.01 Access to Records. Between the Execution Date and the Closing Date, the Seller and its Affiliates shall give the enCore Parties and their Representatives reasonable access to the Records pertaining to the Acquired Companies and the Alta Mesa Assets and the right to copy, at the enCore Parties’ sole cost and expense, such Records, for the purpose of conducting a confirmatory review of the Acquired Companies and the Alta Mesa Assets. The Seller and its Affiliates shall cooperate with the enCore Parties and their Representatives in their efforts to obtain such additional information relating to the Acquired Companies and the Alta Mesa Assets as the enCore Parties or their Representatives may reasonably request.

Section 5.02 Government Reviews. In a timely manner, the Seller, the Acquired Companies and the enCore Parties shall (a) make all required filings, prepare all required applications and conduct negotiations with each Governmental Authority and stock exchange as to which such filings, applications or negotiations are necessary or appropriate for the consummation of the transactions contemplated hereby and (b) provide such information (including financial information) as each Party may reasonably request to make such filings, prepare such applications and conduct such negotiations. To the extent necessary, each Party shall reasonably cooperate with and assist the other Parties in pursuing such filings, applications and negotiations. Each Party shall be responsible for and shall make any governmental and stock exchange filings required to be made by such Party to consummate the transactions contemplated by this Agreement and the Ancillary Documents. All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals (collectively, “Submissions”) made by or on behalf of any Party before any Governmental Authority or the staff or regulators of any Governmental Authority, in connection with the transactions contemplated hereby (but, for the avoidance of doubt, not including (i) any interactions between Purchaser or Seller with a Governmental Authority in the ordinary course of business and unrelated to such transactions; (ii) any interactions between Purchaser or Seller with a Governmental Authority with respect to operational matters encountered in the ordinary course of business; (iii) any disclosure which is not permitted by any Laws, treaty, common law, judgment, decree, other requirement of any Governmental Authority; or (iv) any disclosure containing confidential information) shall be disclosed to the other Parties as promptly as reasonably practicable in advance of any furnishing, filing, or submission, it being the intent that the Parties shall consult and cooperate with one another, and consider in good faith the comments and views of one another, in connection with any Submissions. Each Party shall provide reasonably frequent updates to the other Party with respect to any meetings, discussions, appearances or other forms of contact with any Governmental Authority or the staff or regulators of any Governmental Authority related to the transactions contemplated hereby and provide notice to the other Party reasonably in advance of any meeting, teleconference, appearance or other discussion, with any Governmental Authority or the staff or regulators of any Governmental Authority, so as to provide the other Party with the opportunity to attend and participate therein.

Section 5.03 Public Announcements; Confidentiality.

(a) Each party will make its own public announcement concerning the execution of this Agreement and the transactions contemplated hereunder immediately following the Execution Date, and each party shall reasonably consider the comments of the other party with respect to the contents of such public announcements. Otherwise, no Party shall make any public announcement regarding the existence of this Agreement, the contents hereof or the transactions contemplated hereby without the prior written consent of the other Party, except that the foregoing shall not restrict disclosures to the extent (i) necessary for a Party to perform this Agreement (including disclosures to Governmental Authorities or Third Parties holding preferential rights to purchase, rights of consent or other rights that may be applicable to the transactions contemplated by this Agreement, as reasonably necessary to provide notices, seek waivers, amendments or termination of such rights, or seek such consents) or (ii) required by applicable securities or other Laws or regulations or the applicable rules of any stock exchange having jurisdiction over any of the Parties or their respective Affiliates; provided, that, in each case, each Party shall consult with the other Party regarding the contents of any disclosure regarding the execution of this Agreement or the Closing of the transactions contemplated hereby prior to making such disclosure, and that each Party shall use its reasonable efforts to consult with the other Parties regarding the contents of any other disclosure.

(b) Except as required by Law or the applicable rules of any stock exchange having jurisdiction over any of the Parties or their respective Affiliates, the Parties shall be bound by the terms, conditions and obligations set forth in the Confidentiality Agreement, the terms of which shall be deemed to be incorporated by reference into this Agreement. Each Party hereto hereby agrees to be bound by the terms and provisions of the Confidentiality Agreement as though it were a “Party” to the Confidentiality Agreement.

Section 5.04 Operation of Business; Pre-Closing Holding Costs; Insurance Premium Loans.

(a) From the Execution Date until the Closing Date, the Seller and the Acquired Companies shall conduct any business related to the Acquired Companies and the Alta Mesa Assets in the ordinary course consistent with their recent activities and prudent industry practice and in compliance with all Laws and shall use commercially reasonable efforts to preserve intact the Acquired Companies’ business organizations and goodwill, including, keeping available the services of the Acquired Companies’ officers, employees and consultants and maintaining reasonably satisfactory relationships with vendors, customers and others having business relationships with the Acquired Companies, subject to the terms of this Agreement.

(b) Except (x) with the prior written consent of the Purchaser (such consent not to be unreasonably withheld, delayed or conditioned), (y) as required by Law, or (z) in the event of an emergency (in which circumstance the Seller and the Acquired Companies may take such action as a reasonably prudent Person would take and shall notify the enCore Parties of such action promptly thereafter); provided, however, that the exception in this clause (z) shall only apply to clauses (i), (viii)(4), and (xii) below (and clause (xiv) to the extent related to clauses (i), (viii)(4) and (xii)), the Seller and the Acquired Companies shall:

(i) not commit to any new operation on or involving the Alta Mesa Assets, or incur any contractual obligation or Liability in respect of the Acquired Companies or the Alta Mesa Assets, requiring future capital expenditures in excess of $10,000;

(ii) maintain insurance coverage for the Acquired Companies and on the Alta Mesa Assets in the amounts and of the types presently in force;

(iii) maintain all Permits, approvals, bonds and guaranties affecting the Alta Mesa Assets, and make all filings that the Acquired Companies or their Affiliates are required to make under applicable Law with respect to such Alta Mesa Assets;

(iv) not transfer, sell, hypothecate, encumber or otherwise dispose of any interest in the Acquired Companies or portion of the Alta Mesa Assets;

(v) not create any lien, security interest or other Encumbrance with respect to the Acquired Companies or the Alta Mesa Assets, nor (i) enter into any agreement for the sale, disposition or encumbrance of any interest in the Acquired Companies or portion of the Alta Mesa Assets, nor (ii) dedicate, sell, encumber or dispose of any Minerals produced from the Alta Mesa Assets, if any;

(vi) not issue any equity or equity-like securities of any of the Acquired Companies, or securities convertible into or exchangeable or exercisable for equity or equity-like securities of any of the Acquired Companies, or grant any preferential right or other right to purchase or agree to require the consent of any Person not otherwise required to consent to the transfer and conveyance of the Acquired Companies to the enCore Parties;

(vii) not voluntarily abandon any of the Alta Mesa Assets other than as required pursuant to applicable Law;

(viii) not (1) incur or assume any Indebtedness except Indebtedness incurred in the ordinary course of business and consistent with past practice and in no event exceeding $10,000 in the aggregate, (2) modify the terms of any Indebtedness, (3) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, except in the ordinary course of business and consistent with past practice and in no event exceeding $10,000 in the aggregate, or (4) make any loans, advances or capital contributions to, or investments in, any other Person (other than short-term investments of cash in the ordinary course of business);

(ix) not increase the compensation payable or to become payable or the benefits provided to the Acquired Companies’ directors, managers, officers or employees;

(x) not grant, or change, any severance or termination pay;

(xi) not hire any employees or consultants or terminate any Project Employee (other than for cause).

(xii) not take any action that would result in the breach of any representation and warranty of the Seller hereunder (except for representations and warranties made as of a specific date) such that the enCore Parties would have the right to terminate this Agreement;

(xiii) amend the organizational documents of any of the Acquired Companies (except to the extent any such amendment is necessary in connection with the transactions contemplated by this Agreement); and

(xiv) not authorize or enter into any agreement with respect to any of the foregoing.

Any requests for approval of any action restricted by Section 5.04 shall be delivered to the enCore Parties in accordance with the notice provisions of Section 11.02.

Section 5.05 Bonds, Letters of Credit and Guaranties. The Acquired Companies currently satisfy all financial assurance obligations relating to the Project through reclamation bonds totaling approximately $10.3 million. At the Closing, the Acquired Companies shall retain the reclamation bonds, but the Purchaser shall pay to the Seller an amount equal to the Cash Collateral Amount pursuant to Section 2.03. Prior to the Closing, enCore Parties shall use commercially reasonable efforts to obtain consent from Philadelphia Insurance Company and Philadelphia Indemnity Insurance Company for the replacement of Energy Fuels Inc. by enCore under the General Indemnity Agreement (Commercial Surety) and Collateral Receipt and Agreements for the Acquired Companies’ reclamation bonds or provide a replacement General Indemnity Agreement (Commercial Surety) and Collateral Receipt and Agreements acceptable to Philadelphia Insurance Company and Philadelphia Indemnity Insurance Company.

Section 5.06 Non-Solicitation and Acquisition Proposals.

(a) Prior to the Closing, the Seller agrees that neither it nor any of the Acquired Companies nor any of the Seller’s or the Acquired Companies’ respective Affiliates or Representatives shall, and the Seller shall cause the Acquired Companies and the Seller’s and the Acquired Companies’ respective Affiliates and Representatives not to:

(i) solicit, assist, initiate, knowingly encourage or facilitate (including by way of discussion (other than to state they are not permitted to have discussions)), negotiate, furnish information, permit any visit to any facilities or properties of the Acquired Companies, or enter into any form of written or oral agreement, arrangement or understanding with respect to any inquiries, proposals or offers regarding, or that may reasonably be expected to lead to, any Acquisition Proposal;

(ii) engage or participate in any discussions (other than to state they are not permitted to have discussions) or negotiations regarding, or provide any information with respect to or otherwise cooperate in any way with any person (other than the enCore Parties and their Representatives) regarding any Acquisition Proposal or Potential Acquisition Proposal (defined below);

(iii) accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking related to any Acquisition Proposal; or

(iv) release any person from or waive or otherwise forebear in the enforcement of any confidentiality or standstill agreement or any other agreement with such person that would facilitate the making or implementation of any Acquisition Proposal.

(b) The Seller shall, and shall cause the Acquired Companies and the Seller’s and the Acquired Companies’ respective Affiliates and Representatives to, immediately cease and cause to be terminated any existing solicitation, discussion, negotiation, encouragement or activity with any Person (other than the enCore Parties or any of their Representatives) by Seller, the Acquired Companies or any of their respective Affiliates or Representatives with respect to any Acquisition Proposal or any Potential Acquisition Proposal. The Seller and the Acquired Companies and their respective Affiliates and Seller Representatives shall immediately cease providing any Person (other than the enCore Parties or any of their Representatives) with access to information concerning the Acquired Companies or the Alta Mesa Assets in respect of any Acquisition Proposal or any Potential Acquisition Proposal, and request the return or destruction of all confidential information provided to any Person (other than the enCore Parties or any of their Representatives) that has entered into a confidentiality agreement with any of the Seller or Acquired Companies relating to any Acquisition Proposal or Potential Acquisition Proposal to the extent provided for in such confidentiality agreement and shall use all commercially reasonable efforts to ensure that such requests are honored.

(c) The Seller shall ensure that the Acquired Companies and the Seller’s and the Acquired Companies’ respective Affiliates and Representatives are aware of the prohibitions in this Section 5.06 and shall be responsible for any breach of this Section 5.06 by any such Persons.

(d) The Seller shall, and shall cause the Acquired Companies to, promptly (and in any event within 24 hours) notify the enCore Parties, at first orally and then in writing, of any proposal, inquiry, offer or request received by any of the Seller or the Acquired Companies or their respective Affiliates or Representatives: (i) relating to an Acquisition Proposal or a potential Acquisition Proposal or inquiry that could reasonably lead or be expected to lead to an Acquisition Proposal (a “Potential Acquisition Proposal”); (ii) for discussions or negotiations in respect of an Acquisition Proposal or Potential Acquisition Proposal; or (iii) for non-public information relating to the Acquired Companies or any of their respective Affiliates or the Alta Mesa Assets, or access to properties, books and records or a list of shareholders or members of any of the Acquired Companies. Such notice shall include the identity of the person making such proposal, inquiry, offer or request and a description of the terms and conditions thereof, and the Seller and the Acquired Companies shall provide a copy of any Acquisition Proposal and all written communications with such person and such details of the proposal, inquiry, offer or request that the enCore Parties may reasonably request. The Seller and the Acquired Companies shall keep the enCore Parties promptly and fully informed of the status, including any change to the material terms, of such proposal, inquiry, offer or request and shall respond promptly to all inquiries by the enCore Parties with respect thereto.

Section 5.07 Further Assurances. After the Closing, the Parties agree to take such further actions and to execute, acknowledge and deliver all such further documents as are reasonably requested by the other Party for carrying out the purposes of this Agreement or of any Ancillary Document delivered pursuant to this Agreement.

Section 5.08 The EFR Name. The enCore Parties agree that all rights to the “Energy Fuels” and “EFR” company names shall be retained by the Seller. To that end, the enCore Parties shall cause EFR Alta Mesa LLC to change its name promptly within thirty (30) Business Days after the Closing. The Seller agrees that the enCore Parties may use or include the name “Alta Mesa” or “Leoncito” in any new name selected for EFR Alta Mesa LLC or any other Affiliate of EFR Alta Mesa LLC after the Closing.

Section 5.09 Payment of Slurry Payment Obligation. The Alta Mesa Assets include an inventory of yellowcake slurry stored at the Leoncito Plant processing facility. Under Section 5.11 of that certain Membership Interest Purchase Agreement between Mesteña, LLC, Jones Ranch Minerals Unproven, Ltd., Mesteña Unproven, Ltd. (collectively the “Mesteña Parties”), Energy Fuels Inc. and Energy Fuels Holdings Corp., on the basis that the slurry contains at least 6,500 dry pounds of uranium oxide (U₃O₈), Energy Fuels Inc. and Energy Fuels Holdings Corp. agreed to pay to or at the direction of the Mesteña Parties $177,000.00 for the slurry inventory (“Slurry Payment Obligation”). At Closing, the enCore Parties shall pay the Mesteña Parties an amount equal to the Slurry Payment Obligation, and the Parties shall use commercially reasonable efforts to obtain from the Mesteña Parties a release in a form reasonably acceptable to the enCore Parties with respect to the Slurry Payment Obligation (the “Mesteña Release”). Seller shall cooperate with the enCore Parties’ efforts to pay the Slurry Payment Obligation and obtain the Mesteña Release.

Section 5.10 CFIUS Submission. The Parties in cooperation with each other, have jointly determined that the transaction provided for under this Agreement shall be submitted to CFIUS as follows: (a) as soon as practicable after the Execution Date (and no later than November 18, 2022), the Parties will prepare and provide, or cause their respective affiliates to prepare and provide, to CFIUS a CFIUS Declaration pursuant to 31 CFR § 800.402; and (b) if CFIUS does not conclude action with respect to the CFIUS Declaration pursuant to 31 CFR § 800.407(a)(4) and if CFIUS requests that the Parties file a CFIUS Notice under 31 CFR § 800.407(a)(1) or unilaterally initiates a review of the transaction under 31 CFR § 800.407(a)(3), then the Parties will (i) prepare and provide, or cause their respective affiliates to prepare and provide to CFIUS a CFIUS Notice in draft form as promptly as possible and (ii) formally submit, or cause their respective affiliates to formally submit, to CFIUS a CFIUS Notice as contemplated by 31 C.F.R. § 800.501(a) as promptly as practicable after receipt of CFIUS comments (if any) to the draft CFIUS Notice. The Parties will provide CFIUS with any additional or supplemental information requested by CFIUS or its member agencies during the assessment (and, if applicable, the review and/or investigation) process within two Business Days (or within three Business Days during any review and/or investigation) of receiving such request or within such longer period as permitted by CFIUS.

Section 5.11 Prepaid Expenses and Accrued Rental Liabilities.

(a) To the extent the Seller or the Acquired Companies have paid prior to Closing any Prepaid Expenses, the enCore Parties shall reimburse the Seller at Closing for the prorated portion of Prepaid Expenses relating to any time period from and after the Closing. Prior to Closing the Seller shall provide the enCore Parties with an itemized invoice of costs eligible for reimbursement under this Section 5.11 (“Prepaid Expenses Reimbursement Amount”), together with supporting documentation of such itemized costs.

(b) To the extent the enCore Parties or the Acquired Companies are obligated to pay after Closing any Accrued Rental Liabilities, the Seller shall reimburse the enCore Parties at Closing for the prorated portion of Accrued Rental Liabilities relating to any time period before the Closing. Prior to Closing the Seller shall provide to the enCore Parties a schedule of all Accrued Rental Liabilities and their respective balances as of the Closing certified by an officer of Seller (“Accrued Rental Liabilities Payout Amount”).

(c) At the Closing, (i) if the Prepaid Expenses Reimbursement Amount exceeds the Accrued Rental Liabilities Payout Amount, then the enCore Parties shall pay to the Seller an amount equal to the difference of the Prepaid Expenses Reimbursement Amount minus the Accrued Rental Liabilities Payout Amount; or (ii) if the Accrued Rental Liabilities Payout Amount exceeds the Prepaid Expenses Reimbursement Amount, then the Seller shall pay to the enCore Parties an amount equal to the difference of the Accrued Rental Liabilities Payout Amount minus the Prepaid Expenses Reimbursement Amount. Any payments pursuant to this Section 5.11(c) shall be paid by wire transfer of immediately available funds.

Section 5.12 Casualty Loss and Condemnation. If, after the Execution Date but prior to the Closing Date, any material portion of the Alta Mesa Assets is destroyed by fire or other casualty or is expropriated or taken in condemnation or under right of eminent domain (a “Casualty Loss”), this Agreement shall remain in full force and effect, and Purchaser and the Seller shall nevertheless be required to close the transactions contemplated under this Agreement if the conditions to Closing in Section 6.01 are satisfied and the amount of costs and expenses associated with repairing or restoring the Alta Mesa Assets affected by such Casualty Loss to their condition as of the date of the Casualty Loss does not exceed Five Million Dollars ($5,000,000). In such event, Seller must elect by written notice to Purchaser prior to Closing either to (a) cause the assets affected by such Casualty Loss to be repaired or restored, at Seller’s sole cost up to a maximum amount of Five Million Dollars ($5,000,000), as promptly as reasonably practicable (which work must be completed prior to the Closing Date), (b) indemnify Purchaser under an indemnification agreement mutually acceptable to the Parties against any and all costs or expenses that Purchaser reasonably incurs to repair or restore the Alta Mesa Assets subject to such Casualty Loss up to a maximum amount of Five Million Dollars ($5,000,000) or (c) reduce the Cash Consideration by the cost to repair or restore such Casualty Loss up to a maximum amount of Five Million Dollars ($5,000,000). In each case, Seller shall retain all rights to insurance and other claims against Third Parties with respect to the applicable Casualty Loss except to the extent the Parties otherwise agree in writing. In the event the costs and expenses associated with repairing or restoring the Alta Mesa Assets affected by such Casualty Loss exceeds Five Million Dollars ($5,000,000), each of Seller and Purchaser shall have the right to terminate this Agreement.

Section 5.13 Efforts to Obtain Financing; Cooperation.

(a) The enCore Parties shall use commercially reasonable efforts to obtain financing on commercially reasonable terms reasonably acceptable to the enCore Parties, in order to satisfy the Financing Condition.

(b) In connection with the foregoing, Seller shall, and shall cause its Affiliates to, use commercially reasonable efforts to provide such cooperation in connection with obtaining such financing as may be reasonably requested by the enCore Parties, including: (i) supporting the enCore Parties in a reasonable number of meetings, presentations and sessions with prospective financing sources, and( ii) furnishing such documentation and information (including, subject to Section 5.14, financial information) that is reasonably requested in writing by the enCore Parties to facilitate any financings.

Section 5.14 Financial Records. To the extent the Purchaser requests, for a valid business purpose, audited financial statements of the Acquired Companies, the Seller agrees to use commercially reasonable efforts to prepare and provide to the enCore Parties prior to the Closing audited financial statements of the Acquired Companies for the periods ended December 31, 2020 and 2021 (the “Audited Financial Statements”), and unaudited financial statements of the Acquired Companies as of September 30, 2021 and 2022 prior to the Closing, prepared in accordance with applicable GAAP, and, if applicable, generally accepted auditing standards. Seller agrees to provide, both before and after Closing, access to financial records and supporting documents of the Acquired Companies, to the extent such records and documents were not previously provided to enCore, as may be reasonably requested by enCore in connection with the preparation, review and/or audit of financial statements of the Acquired Companies relating to periods ending on or prior to the Closing. The enCore Parties shall reimburse Seller for any documented out-of- pocket costs and expenses (including audit fees) reasonably incurred by the Seller or its Affiliates in connection with the preparation of the Audited Financial Statements. Notwithstanding the foregoing, the Seller’s timely provision of the Audited Financial Statements shall neither be a condition to Closing nor be deemed to have affected any other condition to closing.

Section 5.15 Audit Cooperation. From and after the Closing, Seller and its Affiliates shall provide reasonable assistance and cooperation to the enCore Parties and their representatives in connection with the enCore Parties auditing of the Acquired Companies. The enCore Parties shall reimburse Seller for any documented out-of-pocket costs and expenses reasonable incurred by the Seller or its Affiliates with such assistance and cooperation.

Section 5.16 Financing Deposit. If the Financing Condition has not been satisfied on or before December 31, 2022, then the enCore Parties shall have the right (the “Financing Extension”) to extend the Completion Date to February 15, 2023 by delivering written notice to the Seller and paying to Seller, no later than December 31, 2022, $6,000,000.00 (the “Financing Deposit”) by wire transfer of immediately available funds to an account designated by the Seller in writing; provided, however, that the enCore Parties shall not have the right to exercise the Financing Extension if they are in breach of their obligations under Section 5.13. The Financing Deposit, if paid pursuant to this Section 5.16, shall be nonrefundable except as expressly provided in Section 8.03(c).

Section 5.17 Cooperation with Transfer of Assets. During the period between the Execution Date and through and after the Closing, Seller shall (and shall cause its Affiliates to) use commercially reasonable efforts to ensure that any of the vehicles or equipment included in the Alta Mesa Personal Property are appropriately titled with an Acquired Entity, including, if necessary by executing and delivering such additional documents, instruments and conveyances to vest title of such Alta Mesa Personal Property in one of the Acquired Entities; provided, however, that Seller’s inability to retitle any such vehicles or equipment shall not be a condition to Closing.

Section 5.18 TSX Venture Exchange Approval. The enCore Parties shall use commercially reasonable efforts to obtain the approval of the TSX Venture Exchange to the acquisition of the Acquired Companies and related transactions, as necessary to permit enCore to complete such transactions in accordance with the rules of such stock exchange (the “TSXV Approval”).

Section 5.19 Recording. No later than fifteen (15) Business Days following the Execution Date, Seller, at its own cost and expense, shall file of record, or cause to be filed of record, in the official public records of each applicable county, instruments placing third parties on notice of the Uranium Lease, Uranium Option and Surface Use Agreements, in a form that is acceptable to Buyer, in its reasonable discretion.

ARTICLE VI.

CONDITIONS TO CLOSING

Section 6.01 enCore Parties’ Conditions to Closing. The obligations of the enCore Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or, to the extent permitted by Law, waiver by the enCore Parties) of each of the following conditions precedent on or before the Closing:

(a) Representations and Warranties. The representations and warranties of the Seller set forth in Article III that are qualified as to materiality or words of similar import shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, in each case, as of the Execution Date and as of the Closing Date as though made on and as of the Closing Date, except for those representations and warranties that are made only as of a specific date, which representations and warranties shall have been true and correct in all material respects or true and correct in all respects, as the case may be, as of such specified date;

(b) Performance. The Seller shall have performed and observed, in all material respects, all covenants and agreements to be performed or observed by it under this Agreement on or before the Closing Date;

(c) No Action. No injunction, order or award restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement or any Ancillary Document, or awarding damages in connection therewith, shall have been issued and remain in force, and no suit, action or other proceeding by any Person seeking to restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated by this Agreement or any Ancillary Document, or seeking damages in connection therewith, shall be pending before any Governmental Authority or arbitrator;

(d) Governmental Consents. All consents and approvals of any Governmental Authority required for the transfer of the Acquired Companies from the Seller to the enCore Parties and any related or resulting changes of control of any of the Alta Mesa Assets as contemplated by this Agreement, including the consents and approvals listed on Schedule 3.20, except consents and approvals by Governmental Authorities that are customarily obtained after closing, shall have been granted, or the necessary waiting period shall have expired, or early termination of the waiting period shall have been granted by the applicable Governmental Authority;

(e) Third-Party Consents. The Seller shall have obtained all Required Consents and shall have delivered or caused to be delivered to the enCore Parties satisfactory documentation or other evidence thereof;

(f) Seller’s Closing Deliveries. The Seller shall have delivered, or caused to be delivered, to the enCore Parties the documents listed in Section 7.03;

(g) Stock Exchange Approval. enCore shall have received the TSXV Approval.

(h) CFIUS Approval. CFIUS Approval shall have been obtained.

(i) Financing. enCore shall have completed one or more debt, equity, and/or other financings for proceeds in an amount equal to or greater than the Cash Consideration (the “Financing Condition”).

Section 6.02 Seller’s Conditions to Closing. The obligations of the Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or, to the extent permitted by Law, waiver by the Seller) of each of the following conditions precedent on or before the Closing:

(a) Representations and Warranties. The representations and warranties of each enCore Party set forth in Article IV that are qualified as to materiality or words of similar import shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, in each case, as of the Execution Date and as of the Closing Date as though made on and as of the Closing Date, except for those representations and warranties that are made only as of a specific date, which representations and warranties shall have been true and correct in all material respects or true and correct in all respects, as the case may be, as of such specified date;

(b) Performance. Each enCore Party shall have performed and observed, in all material respects, all covenants and agreements to be performed or observed by it under this Agreement on or before the Closing Date;

(d) Third Party Consents. The enCore Parties shall have obtained the approval of any Person whose consent is required in order to complete the transactions contemplated hereby, which such consents are set forth on Schedule 6.02(d), and the enCore Parties shall have delivered or caused to be delivered to the Seller satisfactory documentation or other evidence of the approvals required under this paragraph;

(e) enCore Parties’ Closing Deliveries. The enCore Parties shall have delivered, or caused to be delivered, to the Seller the documents listed in Section 7.02 hereof; and

(f) Transfer of Project Employees. The enCore Parties shall have made offers of employment to the Project Employees, pursuant to Section 2.04, including an offer from enCore to grant the Replacement Equity in accordance with Section 2.04.

Section 6.03 Frustration of Closing Conditions. No Party may rely, either as a basis for not consummating the transactions contemplated by this Agreement or for terminating this Agreement and abandoning the transactions contemplated hereby, on the failure of any condition set forth in Section 6.01 or Section 6.02, as the case may be, to be satisfied if such failure was caused by such Party’s breach of any provision of this Agreement. During the period from the Execution Date until the Closing, each Party shall: (i) take all such reasonable actions as are within its power and otherwise use all commercially reasonable efforts so as to: (A) ensure compliance with the conditions set forth in Article VI; (B) cause the Closing to occur as promptly as commercially reasonable following the date hereof; and (ii) not take or agree to take any action that would reasonably be expected to prevent the consummation of the transaction contemplated hereunder. Notwithstanding this Section 6.03 or any other provision of this Agreement, the Purchaser’s obligation hereunder in connection with obtaining CFIUS Approval does not include (a) agreeing to any Material Mitigation Measure or (b) contesting by initiation or maintenance of litigation with respect to any action relating to the transactions contemplated by the Agreement taken under Section 721 of the DPA.

ARTICLE VII.

CLOSING

Section 7.01 Time and Place of the Closing. Consummation of the purchase and sale transaction as contemplated by this Agreement (the “Closing”) shall, unless otherwise agreed to in writing by the Parties, take place by conference call and electronic transfer of signature pages and deliverables on the date that is five (5) Business Days after the date all conditions in Article VI have been satisfied or waived (other than such conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), subject, in each case, to the rights of the Parties under Article VIII. As used herein, the “Closing Date” shall mean the date on which the Closing actually occurs. For Tax and accounting purposes (to the extent permitted by Law and generally accepted accounting principles), the Closing will be deemed to be effective as of 11:59 p.m. local time on the Closing Date.

Section 7.02 Obligations of the enCore Parties at the Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by the Seller of their obligations pursuant to Section 7.03, the enCore Parties shall deliver or cause to be delivered to the Seller the following:

(a) the Cash Consideration (less the amount of the Financing Deposit, if the Financing Deposit has been paid pursuant to Section 5.16);

(b) the executed Note and the Loan Documents (as defined in Section 8 of the Note), including the Note, the Pledge, the Security Agreement, the Fee Deed of Trust, the Leasehold Deed of Trust, and the Guaranty;

(d) the Prepaid Expenses Reimbursement Amount;

(e) certificates executed by an authorized officer of each enCore Party, dated as of the Closing Date, certifying on behalf of each enCore Party that the conditions set forth in Section 6.02(a), Section 6.02(b) and Section 6.02(c) have been fulfilled;

(f) where consents or approvals are received by the enCore Parties pursuant to Section 6.02(d), copies of those approvals or releases;

(g) a completed and signed IRS Form W-9 by Purchaser;

(h) evidence of the grant of the Replacement Equities as contemplated under Section 2.04;

(i) a Letter Agreement in substantially the form attached hereto as Exhibit 8 between Seller Parent and enCore (the “Side Letter”), duly executed by enCore, setting forth certain terms and conditions under the Note; and

(j) all other instruments, documents and other items necessary to effectuate the terms of this Agreement.

Section 7.03 Obligations of the Seller at the Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by the enCore Parties of their obligations pursuant to Section 7.02, the Seller shall deliver or cause to be delivered to the enCore Parties the following:

(a) a duly executed assignment of the Membership Interests in each of the Acquired Companies in the form attached hereto as Exhibit 1;

(b) the written resignation or other evidence of termination of each manager, director and officer of the Acquired Companies (except as otherwise designated in writing by the enCore Parties) and a release of all claims against the Acquired Companies by each such manager, director and officer, each in form and substance satisfactory to the enCore Parties, acting reasonably;

(c) certificates executed by an authorized officer of the Seller, dated as of the Closing Date, certifying on behalf of the Seller that the conditions set forth in Section 6.01(a), Section 6.01(b) and Section 6.01(c) have been fulfilled and certifying as to the Accrued Rental Liabilities as required by Section 5.11(b);

(d) where consents, approvals or releases are received by the Seller pursuant to Section 6.01(d), Section 6.01(e), or Section 6.01(h), copies of those approvals or releases;

(e) a completed and signed IRS Form W-9 by Seller;

(f) copies of any books and records, minute books, Alta Mesa Contracts, Permits, Records and other documents and files of the Acquired Companies that were not previously provided to the enCore Parties;

(g) a duly executed Guaranty Agreement in substantially the form attached hereto as Exhibit 9 made by Energy Fuels Holdings Corp., in its capacity as the parent company of Seller, in favor of Purchaser, guarantying the Seller’s indemnification obligations under this Agreement;

(h) a counterpart of the Side Letter, duly executed by Seller Parent in its capacity as the parent company of Seller; and

(i) all other instruments, documents and other items necessary to effectuate the terms of this Agreement.

ARTICLE VIII.

TERMINATION

Section 8.01 Termination. This Agreement, and the transactions contemplated hereby, may be terminated at any time prior to the Closing by:

(a) the mutual written consent of the Parties;

(b) either the enCore Parties or the Seller, by written notice delivered to the other if the Closing shall not have occurred by the later of (i) 5:00 pm prevailing central time on December 31, 2022, or (ii) if the enCore Parties have exercised the Financing Extension, 5:00 pm prevailing central time on February 15, 2023 (such date and time, the “Completion Date”); provided, that the right to terminate under this Section 8.01(b) shall not be available to a Party whose failure to comply with this Agreement has been the primary cause of, or resulted in the failure of the Closing to occur on or before the Completion Date; provided, further, that, if the CFIUS Approval has not been obtained by 5:00 pm prevailing central time on December 30, 2022, either Party may extend the Completion Date to 5:00 pm prevailing central time on March 1, 2022 by delivering written notice to the other Party; provided, further that, the right to extend the Completion Date pursuant to the preceding proviso shall not be available (A) to either Party if a CFIUS Declaration has not been submitted to CFIUS on or before November 18, 2022, or (B) to any party whose failure to comply with this Agreement has been the primary cause of, or resulted in the failure of the CFIUS Approval to be obtained by December 30, 2022;

(c) either the enCore Parties or the Seller, by written notice delivered to the other, if any Governmental Authority shall have issued an order or taken any other action permanently enjoining, restraining or otherwise prohibiting the transactions contemplated by this Agreement, and such order or other action shall have become final and non-appealable; provided, however, the Party seeking to terminate this Agreement pursuant to this Section 8.01(b) shall not have initiated such proceeding or taken any action in support of such proceeding;

(d) the enCore Parties, by written notice to the Seller, if, (i) there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement by the Seller, that would, individually or in the aggregate, result in a failure of a condition set forth in Section 6.01(a) or Section 6.01(b) to be satisfied on any date prior to the Closing Date (it being understood that, for purposes of this Section 8.01(d), such date prior to the Closing Date shall be substituted for the Closing Date in determining whether the conditions contained in Section 6.01(a) or Section 6.01(b) have been satisfied) and (ii) such breach has not been cured within fifteen (15) days after written notice is provided to the Seller of such breach; provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured;

(e) the Seller, by written notice to the enCore Parties, if (i) there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement by an enCore Party that would, individually or in the aggregate, result in a failure of a condition set forth in Section 6.02(a) or Section 6.02(b) to be satisfied on any date prior to the Closing Date (it being understood that, for purposes of this Section 8.01(e), such date prior to the Closing Date shall be substituted for the Closing Date in determining whether the conditions contained in Section 6.02(a) or Section 6.02(b) have been satisfied) and (ii) such breach has not been cured within fifteen (15) days after written notice is provided to the enCore Parties of such breach; provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured; or

(f) the enCore Parties or the Seller pursuant to Section 5.12.

Section 8.02 Effect of Termination. If this Agreement is terminated pursuant to Section 8.01, this Agreement shall become void and of no further force or effect, except for the provisions of Section 1.02, Section 5.03, Article VIII, Article XI (other than Section 11.01 and Section 11.03), and Appendix A, which shall survive the termination of this Agreement and continue in full force and effect; provided, however, that termination of this Agreement shall not relieve any Party from any liability for any intentional breach of this Agreement arising prior to such termination.

Section 8.03 Reverse Termination Fee.

(a) In the event that this Agreement is terminated before Purchaser has exercised the Financing Extension (i) by the enCore Parties or the Seller pursuant to Section 8.01(b)(i) and the Financing Condition is the only condition to Closing in Section 6.01 that has not been satisfied, or (ii) by Seller pursuant to Section 8.01(e) (with respect to the enCore Parties’ breach of their obligations under Section 5.13 or Section 5.18), then the enCore Parties shall promptly (and in any event, within three Business Days after termination of this Agreement) pay to the Seller a termination fee in an amount equal to $6,000,000.00 (such payment or the retention of the Financing Deposit provided for in Section 8.03(b) or Section 8.03(c), as applicable, the “Purchaser Termination Fee”).

(b) In the event that this Agreement is terminated after Purchaser has exercised the Financing Extension (i) by the enCore Parties or the Seller pursuant to Section 8.01(b)(ii) or Section 8.01(c) or (ii) by Seller pursuant to Section 8.01(e) the Seller may retain the Financing Deposit and such retention shall be deemed to constitute payment of the Purchaser Termination Fee.

(c) In the event that this Agreement is terminated by Purchaser after Purchaser has exercised the Financing Extension (other than in the circumstances provided for in Section 8.03(b)) Seller may retain the Financing Deposit unless six Business Days prior to such termination (i) Purchaser delivers written notice to Seller confirming that its conditions to Closing in Section 6.01 have been satisfied (other than those conditions that by their nature are to be satisfied at the Closing) or is willing to waive any unsatisfied condition in Section 6.01 and (ii) the Closing shall not have been consummated within five Business Days (other than as a result of Purchaser failing to consummate the Closing or Seller’s conditions to Closing not having been satisfied). For the avoidance of doubt, nothing in this Agreement shall limit the enCore Parties from asserting an action for any liability of the Seller for breach of this Agreement that expressly survives the termination of this Agreement that the retention of the Financing Deposit by the Seller constitutes, in whole or in part, damages incurred by the enCore Parties.

(d) For the avoidance of doubt, any payment of the Purchaser Termination Fee pursuant to this Section 8.03 shall be payable only once and not in duplication, even though such payment may be payable under one or more provisions hereof. In the event that (i) the enCore Parties have complied with Section 5.13 and (ii) Seller has received full payment of the Purchaser Termination Fee pursuant to this Section 8.03 (including as a result of the Financing Deposit being deemed to have satisfied Purchaser’s obligation to pay the Purchaser Termination Fee), the receipt of the Purchaser Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by the Seller, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof) and the transactions contemplated by this Agreement (and the abandonment thereof) or any matter forming the basis for such termination, and the enCore Parties and their Affiliates shall have no further liability, whether pursuant to a claim at Law or in equity, to the Seller or any of its Affiliates in connection with this Agreement (and the termination hereof) or the transactions contemplated by this Agreement (and the abandonment thereof) or any matter forming the basis for such termination, and none of the Seller, any of its Affiliates or any other Person shall be entitled to bring or maintain any action against the enCore Parties or their Affiliates for damages or any equitable relief arising out of or in connection with this Agreement. Notwithstanding the foregoing, in the event this Agreement is terminated for any reason other than the failure of the enCore Parties to satisfy the Financing Condition after satisfying their covenant to use commercially reasonable efforts to obtain financing as set forth in Section 5.13, then the Parties shall have all rights and remedies that expressly survive termination of this Agreement pursuant to Section 8.02.

ARTICLE IX.

INDEMNIFICATION

Section 9.01 Indemnification by the Seller. The Seller covenants and agrees to indemnify, defend, and hold harmless the enCore Parties and their Affiliates and their respective shareholders, partners, directors, officers, employees, agents, representatives, successors and assigns (the “Purchaser Indemnified Parties”) from and against any Damages which any of the Purchaser Indemnified Parties may suffer or incur as a result of, or arising out of, or in respect of, without duplication:

(a) any Taxes payable, including for greater certainty any amount required to be paid, withheld or remitted, by the Acquired Companies in respect of taxable periods (or portions of taxable periods) ending on or before the Closing Date;

(b) any non-performance or breach of any covenant or agreement on the part of the Seller contained in this Agreement;

(d) any Transaction Expenses incurred by the Acquired Companies on or before the Closing Date; or

(e) any inaccuracy in or breach of any representation or warranty of the Seller contained in this Agreement (or in any certificate delivered pursuant to this Agreement).

Section 9.02 Indemnification by the enCore Parties. The enCore Parties covenant and agree to indemnify, defend, and hold harmless the Seller and its members, directors, officers, employees, agents, representatives, successors and assigns (the “Seller Indemnified Parties”) from and against any Damages which any of the Seller Indemnified Parties may suffer or incur as a result of, or arising out of, or in respect of: any non-performance or breach of any covenant or agreement on the part of the enCore Parties contained in this Agreement;

(b) any inaccuracy in or breach of any representation or warranty of the enCore Parties contained in this Agreement (or in any certificate delivered pursuant to this Agreement); or

(c) any Taxes payable, including for greater certainty any amount required to be paid, withheld or remitted, by the Acquired Companies in respect of taxable periods (or portions of taxable periods) commencing after the Closing Date.

Section 9.03 Indemnification Actions. All claims for indemnification under this Article IX shall be asserted and resolved as follows:

(a)

Third Party Claims.

(i)

Promptly after receipt by a Person entitled to indemnity under Section 9.01 or Section 9.02 (an “Indemnified Party”) of notice of the assertion or commencement of an action, suit, claim or other legal proceeding made or brought against it by a Third Party (a “Third Party Claim”), such Indemnified Party shall promptly give written notice to the Person obligated to indemnify against such Third Party Claim (an “Indemnifying Party”) of the assertion or commencement of such Third Party Claim; provided, that the failure to timely notify the Indemnifying Party will not relieve the Indemnifying Party of any Liability that it may have to any Indemnified Party, except to the extent of actual prejudice arising from such failure.

(ii)

If an Indemnified Party gives notice to the Indemnifying Party pursuant to Section 9.02(c)(a)(i) of the assertion of a Third Party Claim, then the Indemnifying Party shall be entitled to assume the defense of such Third Party Claim with counsel of its choosing that is reasonably acceptable to the Indemnified Party (it being agreed that the Indemnifying Party’s counsel as of the date hereof shall be reasonably acceptable to the Indemnified Party); provided, however, (i) the Indemnifying Party shall not be entitled to assume defense of a Third Party Claim if the Indemnified Party has one (1) or more defenses that cannot be asserted by the Indemnifying Party and such inability would actually prejudice the Indemnified Party, (ii) the Indemnifying Party shall not be entitled to assume defense of a Third Party Claim if such claim is being brought by a Governmental Authority or seeks an injunction or provisional relief, and (iii) as a condition to assuming the defense of such Third Party Claim, the Indemnifying Party must acknowledge and agree in writing that each Indemnified Party will be indemnified and held harmless hereunder with respect to the full amount of any and all Damages the Indemnified Party may suffer or incur arising out of or relating to the Third Party Claim. After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party under this Article IX for any fees of other counsel or any other expenses with respect to the defense of such Third Party Claim. If the Indemnifying Party assumes the defense of a Third Party Claim, then no compromise or settlement of such Third Party Claims may be effected by the Indemnifying Party without the Indemnified Party’s express written consent unless (i) there is no finding or admission of any wrongdoing by the Indemnified Party, (ii) the sole relief provided is monetary Damages that is paid in full by the Indemnifying Party, and (iii) the claim does not relate to Taxes. If notice is given to an Indemnifying Party of the assertion of any Third Party Claim and the Indemnifying Party does not, within fifteen (15) Business Days after the Indemnified Party’s notice is given, give notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Third Party Claim, then the Indemnifying Party shall be bound by any determination made in such Third Party Claim or any compromise or settlement reasonably effected by the Indemnified Party.

(iii)

With respect to any Third Party Claim subject to indemnification under this Article IX: (i) both the Indemnified Party and the Indemnifying Party, as the case may be, shall keep the other fully informed of the status of such Third Party Claim and any related legal actions at all stages thereof where such other person is not represented by its own counsel, and (ii) each Party agrees (at its own expense) to render to each other such assistance as a Party may reasonably require of another and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third Party Claim.

(iv)

With respect to any Third Party Claim subject to indemnification under this Article IX, the Parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges of the other Party. In connection therewith, each Party agrees that: (i) it will use its reasonable efforts, in respect of any Third Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable Law and rules of procedure); and (ii) all communications between any Party and counsel responsible for or participating in the defense of any Third Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

(b) Direct Claims. In order for an Indemnified Party to be entitled to indemnification under this Article IX for a claim which has not arisen in respect of a Third Party Claim (a “Direct Claim”), the Indemnified Party shall give the Indemnifying Party prompt written notice thereof; provided, however, the failure to give such prompt written notice shall not relieve the Indemnifying Party of its indemnification obligations hereunder, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure or is otherwise materially prejudiced as a result of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of Damages that have been or may be sustained by the Indemnified Party. The Indemnifying Party shall have 60 days after its receipt of such notice to respond in writing to such Direct Claim. During such 60-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such 60-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Section 9.04 Survivability; Limitation on Actions.

(a) The representations and warranties of the enCore Parties contained in this Agreement shall survive the Closing for the benefit of the Seller as follows:

(i)

as to the representations and warranties contained in Section 4.01, Section 4.02, Section 4.03, and Section 4.04, for the maximum period permitted by Law; and

(ii)

as to all other representations and warranties not listed in Section 9.04(a)(i), until (A) if the Closing occurs on or prior to December 31, 2022, 12 months following the Closing Date or (B) if the Closing occurs after December 31, 2022, April 1, 2024, in each case unless a notice of a bona fide Third Party Claim shall have been given in writing before the expiry of that period, in which case the representation and warranty to which such notice applies shall survive in respect of that Third Party Claim until the final determination or settlement of that Third Party Claim.

(b) The covenants and agreements of the enCore Parties contained in this Agreement shall survive the Closing for the benefit of the Seller until the last date on which any such covenants and agreements are performed or satisfied.

(c) The representations and warranties of the Seller contained in this Agreement shall survive the Closing for the benefit of the enCore Parties as follows:

(i)

as to the representations and warranties contained in Section 3.01, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.06, Section 3.28 (the “Fundamental Representations”), for the maximum period permitted by Law;

(ii)

as to the representations and warranties contained in Section 3.17, until the expiration of the applicable statute of limitations under applicable tax Law plus sixty (60) days;

(iii)

as to all other representations and warranties not listed in Section 9.04(c)(i) or Section 9.04(c)(ii), until (A) if the Closing occurs on or prior to December 31, 2022, 12 months following the Closing Date or (B) if the Closing occurs after December 31, 2022, April 1, 2024, in each case unless a notice of a bona fide Third Party Claim shall have been given in writing before the expiry of that period, in which case the representation and warranty to which such notice applies shall survive in respect of that Third Party Claim until the final determination or settlement of that Third Party Claim.

(d) The covenants and agreements of the Seller contained in this Agreement shall survive the Closing for the benefit of the enCore Parties until the last date on which any such covenants and agreements are performed or satisfied.

(e) The limitations on survivability of representations and warranties under Section 9.04(a) and Section 9.04(c) and of covenants and agreements under Section 9.04(b) and Section 9.04(d) shall not be applicable to the extent that a Party to which the limitation applies has committed fraud or made an intentional misrepresentation or omission in connection with this Agreement or the transactions contemplated herein.

(f) In no event shall any Indemnified Party be entitled to duplicate compensation with respect to the same Damage or Liability under more than one provision of this Agreement and the Ancillary Documents.

(g) The Indemnified Party shall take, and cause its Affiliates and Representatives to make, all commercially reasonable efforts to mitigate any Damages for which the Indemnifying Party may be liable under this Article IX upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto.

(h) Payments by the Indemnifying Party in respect of any Damages shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party in respect of any such Damages. Further, Payments by the Indemnifying Party in respect of any Damages shall be reduced by an amount equal to any Tax benefit actually realized as a result of such Damages by the Indemnified Party.

(i) The Seller shall not be required to indemnify the Purchaser Indemnified Parties under Section 9.01(e) until the aggregate amount of all Damages in respect of indemnification under Section 9.01(e) exceeds $250,000 (the “Deductible”); provided, however, that any claims for indemnification by the Purchaser for a breach of any Fundamental Representation or breach of the representations in Section 3.17 shall not be subject to the Deductible. The aggregate amount of all Damages for which the Seller shall be liable to the Purchaser Indemnified Parties pursuant to Section 9.01(e) shall not exceed $24,000,000 (the “Cap”); provided, however, that any indemnification by Seller pursuant to Section 9.01(e) for breach of the representation in Section 3.17 or for any Fundamental Representation shall not be subject to, or otherwise considered in determining the Cap. In the event the Seller is liable to the Purchaser Indemnified Parties for any amount under this Article IX, in lieu of paying such amount, the principal amount of the Note may be reduced.

(j) Notwithstanding any other provision of this Agreement to the contrary, the aggregate amount of the Damages for which the Seller shall be liable to the Purchaser Indemnified Parties shall not exceed $120,000,000.

ARTICLE X.

TAX MATTERS

Section 10.01 Tax Filings. The Seller shall be responsible for filing with the appropriate Governmental Authority the applicable Tax Returns for Taxes which are required to be filed on or before the Closing Date and paying the Taxes reflected on such Tax Returns as due and owing. The enCore Parties shall be responsible for filing with the appropriate taxing authorities the applicable Tax Returns for all Taxes that are required to be filed after the Closing Date and paying the Taxes reflected on such Tax Returns as due and owing; provided, however, that in the event that the Seller is required by applicable Law to file a Tax Return with respect to such Taxes after the Closing Date which includes all or a portion of a tax period for which the enCore Parties are liable for such Taxes, following the Seller’s request, the enCore Parties shall promptly pay to the Seller all such Taxes allocable to the period or portion thereof beginning at or after the Closing Date (but only to the extent that such amounts have not already been accounted for under Section 10.02), whether such Taxes arise out of the filing of an original return or a subsequent audit or assessment of Taxes. The Seller shall be entitled to all Tax credits and Tax refunds which relate to any such Taxes allocable to any tax period, or portion thereof, ending before the Closing Date. The enCore Parties shall be entitled to all Tax Credits and Tax refunds which related to any such Taxes allocable to any tax period, or portion thereof, beginning on or after the Closing Date.

Section 10.02 Current Tax Period Taxes. Taxes assessed with respect to the Tax period in which the Closing occurs (the “Current Tax Period”) that are ad valorem, property or other Taxes imposed on a periodic basis, but excluding Taxes that are based upon or related to sales or receipts, imposed on a transactional basis or which are based on quantity of or the value of production of Minerals, shall be apportioned between the enCore Parties and the Seller as of the Closing Date with (a) the Seller being obligated to pay a proportionate share of the actual amount of such Taxes for the Current Tax Period determined by multiplying such actual Taxes by a fraction, the numerator of which is the number of days in the Current Tax Period prior to the Closing Date and the denominator of which is the total number of days in the Current Tax Period and (b) the enCore Parties being obligated to pay a proportionate share of the actual amount of such Taxes for the Current Tax Period determined by multiplying such actual Taxes by a fraction, the numerator of which is the number of days in the Current Tax Period on and after the Closing Date and the denominator of which is the total number of days in the Current Tax Period. Any Taxes which are based upon or related to sales or receipts, imposed on a transactional basis or on quantity of or the value of production of Minerals shall be apportioned between the Seller and the enCore Parties based on the period in which the transaction or the number of units or value of production actually produced and sold, as applicable, giving rise to such Taxes occurred. In the event that the Seller or the enCore Parties shall have made any payment for which it is entitled to reimbursement under this Article X, the applicable Party shall make such reimbursement promptly but in no event later than thirty (30) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting Party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of the reimbursement.

Section 10.03 Purchase Consideration Allocation

(a) The Parties agree that the transactions contemplated by this Agreement shall be treated as a purchase and sale of the Alta Mesa Assets for U.S. federal income (and applicable state and local) Tax purposes.

(b) The enCore Parties shall prepare an allocation schedule allocating the Purchase Consideration (plus any other amounts that are required to be taken into account as consideration for the purchase and sale contemplated under this Agreement for U.S. federal income Tax purposes) based upon the relative fair market values of the Alta Mesa Assets among the categories of assets specified in Part II of IRS Form 8594 (Asset Acquisition Statement under Section 1060) (i.e., “Class V assets”, “Class VI assets”, “Class VII assets”, etc.) in a manner consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Allocation Schedule”), and shall deliver the Allocation Schedule to Seller within 120 days after the Closing Date. Within 30 days after receiving such Allocation Schedule, Seller shall notify the enCore Parties in writing if Seller has any reasonable objections to the allocations on the Allocation Schedule. If Seller does not notify the enCore Parties of any reasonable objection to the Allocation Schedule, then it shall be deemed agreed to by Seller and the enCore Parties, and the Allocation Schedule shall be final and binding (subject to any updates thereto arising in connection with any subsequent adjustment to the Purchase Consideration). If Seller objects to any items on the Allocation Schedule, then Seller and the enCore Parties shall negotiate in good faith to resolve any disagreement regarding the Allocation Schedule as soon as practicable (taking into account the due date of any Tax Returns on which the allocation set forth in the Allocation Schedule is required to be reflected) and shall memorialize the agreed allocation, if any, in a final Allocation Schedule, which shall be final and binding (subject to any updates thereto arising in connection with any subsequent adjustment to the Purchase Consideration). If Seller and the enCore Parties are unable to resolve their disagreement within the 15 days following the delivery of comments by Seller, solely the matters that are the subject of the disagreement shall be submitted to a mutually agreed valuation firm for resolution within 15 days of such submission, which resolution shall be final, binding and non-appealable, and then the Allocation Schedule shall be revised to reflect such resolutions and become final and binding (subject to any updates thereto arising in connection with any subsequent adjustment to the Purchase Consideration). The fees, costs and expenses of the valuation firm retained to resolve any dispute with respect to the Allocation Schedule, if applicable, shall be borne equally by Seller, on the one hand, and the enCore Parties, on the other.

(c) Seller and the enCore Parties shall (and shall cause their respective affiliates to) report and file all information reports and Tax Returns (including IRS Form 8594 (which Seller and the enCore Parties shall respectively timely file with the IRS) and any amended Tax Returns or claims for refund) in all respects consistent with the Allocation Schedule and neither Seller nor the enCore Parties shall take, or permit any of their respective affiliates to take, any position inconsistent with the Allocation Schedule on any Tax Return unless required to do so by applicable Law. If any Governmental Authority disputes the allocation set forth in the Allocation Schedule, the Party receiving notice of the dispute shall promptly notify the other Party of such dispute and the Parties shall cooperate in good faith in responding to such dispute in order to preserve the effectiveness of the allocation set forth in the Allocation Schedule; provided, however, that no Party shall be unreasonably impeded in its ability and discretion to negotiate, compromise and/or settle any Tax audit, claim or similar proceeding in connection with such allocation. The Parties shall, and shall cause their respective affiliates to, use commercially reasonable efforts to update the Allocation Schedule in a manner consistent with Section 1060 of the Code following any adjustment to the Purchase Consideration. The Allocation Schedule may be revised, from time to time, by the mutual written consent of Seller and the enCore Parties.

ARTICLE XI.
MISCELLANEOUS

Section 11.01 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original instrument, but all such counterparts together shall constitute but one agreement. Each Party’s delivery of an executed counterpart signature page by facsimile (or email) is as effective as executing and delivering this Agreement in the presence of the other Parties. No Party shall be bound by the terms and provisions of this Agreement until such time as all of the Parties have executed counterparts of this Agreement.

Section 11.02 Notice. All notices and other communications which are required or may be given pursuant to this Agreement must be given in writing, and delivered personally, by courier, or by email followed by delivery by courier, as follows:

	If to Seller:

		Energy Fuels Inc.
		225 Union Blvd., Suite 600
		Lakewood, Colorado 80228 Attention: David Frydenlund
		Email: dfrydenlund@energyfuels.com

	With a copy to (which shall not constitute notice):

		Dorsey & Whitney LLP TD Canada Trust Tower
		Brookfield Place 161 Bay Street, Suite 4310 Toronto, ON M5J 2S1-
		Canada
		Attention: James Guttman
		Email: guttman.james@dorsey.com

	If to any enCore Party:

		enCore Energy Corp.
		101 N. Shoreline Blvd., Suite 450 Corpus Christi, TX 78401 Attention: Paul Goranson
		Email: pgoranson@encoreuranium.com

	With a copy to (which shall not constitute notice):

		Greg Zerzan, General Counsel and Chief Administrative Officer Email: gzerzan@encoreuranium.com

Any Party may change its address for notice by notice to the other Parties in the manner set forth above. All notices shall be deemed to have been duly given at the time of receipt by the Party to which such notice is addressed if received prior to 5:00 p.m. local time on a Business Day or on the following Business Day if received after 5:00 p.m. local time or on a non-Business Day.

Section 11.03 Tax, Recording Fees, Similar Taxes & Fees. The Seller shall pay and be liable for any sales, use, excise, real property transfer, goods and services, registration, documentary, stamp or transfer Taxes, recording fees and similar Taxes and fees incurred and imposed upon, or with respect to, the sale and transfer of the Acquired Companies hereunder and any other “change of control” payments arising from the transactions hereunder. Except as otherwise provided herein, all costs and expenses (including legal and financial advisory fees and expenses) incurred in connection with, or in anticipation of, this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such costs and expenses. Notwithstanding anything to the contrary in the foregoing, Seller shall bear and pay all Transaction Expenses of the Acquired Companies. Any CFIUS filing fee associated with obtaining CFIUS Approval in the event the Parties file a CFIUS Notice will be borne by the Purchaser.

Section 11.04 Governing Law; Jurisdiction.

(a) THIS AGREEMENT AND THE LEGAL RELATIONS BETWEEN THE PARTIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW WHICH WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

(b) THE PARTIES HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN HOUSTON, TEXAS (OR, IF REQUIREMENTS FOR FEDERAL JURISDICTION ARE NOT MET, STATE COURTS LOCATED IN HARRIS COUNTY, TEXAS) AND APPROPRIATE APPELLATE COURTS THEREFROM FOR THE RESOLUTION OF ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF OR IN RELATION TO THIS AGREEMENT, AND EACH PARTY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH DISPUTE, CONTROVERSY OR CLAIM MAY BE HEARD AND DETERMINED IN SUCH COURTS. THE PARTIES HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH DISPUTE, CONTROVERSY OR CLAIM BROUGHT IN ANY SUCH COURT OR ANY DEFENSE OF INCONVENIENT FORUM FOR THE MAINTENANCE OF SUCH DISPUTE, CONTROVERSY OR CLAIM. EACH PARTY AGREES THAT A JUDGMENT IN ANY SUCH DISPUTE MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY APPLICABLE LAW.

(c) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES THAT THIS SECTION 11.04(c) CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH SUCH PARTY IS RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT, THE ANCILLARY DOCUMENTS, AND ANY OTHER AGREEMENTS RELATING HERETO OR CONTEMPLATED HEREBY OR THEREBY.

Section 11.05 Waivers. Any failure by a Party to comply with any of its obligations, agreements or conditions herein contained may only be waived by the Party to whom such compliance is owed by a written instrument signed by such Party and expressly identified as a waiver, but not in any other manner. No waiver of, consent to a change in, or any delay in timely exercising any rights arising from, any of the provisions of this Agreement shall be deemed or shall constitute a waiver of, or consent to a change in, other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

Section 11.06 Assignment. Prior to the Closing Date, no Party shall assign all or any part of this Agreement, nor shall any Party assign or delegate any of its rights or duties hereunder, without the prior written consent of the other Parties (which consent may not be unreasonably withheld) and any assignment or delegation made without such written consent shall be void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

Section 11.07 Entire Agreement. This Agreement (including, for purposes of certainty, the Appendix, Exhibits and Schedules attached hereto), the Ancillary Documents to be executed hereunder, and the Confidentiality Agreement, as amended hereby, constitute the entire agreement among the Parties pertaining to the subject matter hereof, and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties pertaining to the subject matter hereof.

Section 11.08 Amendment. This Agreement may be amended or modified only by an agreement in writing executed by all Parties and, in the case of the enCore Parties, approved by the Special Committee of the Board of Directors of enCore, their respective successors or permitted assigns and expressly identified as an amendment or modification hereto.

Section 11.09 No Third-Party Beneficiaries. Nothing in this Agreement shall entitle any Person, other than the Parties, to any claim, cause of action, remedy or right of any kind.

Section 11.10 Construction. The Parties acknowledge that (a) each Party has had the opportunity to exercise business discretion in relation to the negotiation of the details of the transaction contemplated hereby, (b) this Agreement is the result of arm’s-length negotiations from equal bargaining positions, and

(c) the Parties and their respective legal counsel equally participated in the preparation and negotiation of this Agreement. Any rule of construction that a contract be construed against the drafter shall not apply to the interpretation or construction of this Agreement.

Section 11.11 Conspicuous. THE PARTIES AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE OR ENFORCEABLE, THE PROVISIONS IN THIS AGREEMENT IN BOLD-TYPE FONT ARE “CONSPICUOUS” FOR THE PURPOSE OF ANY APPLICABLE LAW.

Section 11.12 Severability. Should any provision of this Agreement be held by a court of law to be illegal, invalid or unenforceable, such provision shall be replaced by such provision as most closely reflects the intent of the invalid provision, and the legality, validity and enforceability of the remaining provisions of this Agreement will not be affected or impaired thereby.

[signature pages follow]

IN WITNESS WHEREOF, each Party has caused this Agreement to be duly executed by its authorized representative as of the Execution Date.

	SELLER:

	EFR WHITE CANYON CORP.

	By:	“Mark Chalmers”
	Name:	Mark Chalmers
	Title:	CEO

	ENCORE:

	ENCORE ENERGY CORP.

	By:	“W. Paul Goranson”
	Name:	W. Paul Goranson
	Title:	Chief Executive Officer and Director

	PURCHASER:

	ENCORE ENERGY US CORP.

	By:	“W. Paul Goranson”
	Name:	W. Paul Goranson
	Title:	President and CEO

APPENDIX A

ATTACHED TO AND MADE A PART OF THAT CERTAIN MEMBERSHIP INTEREST PURCHASE AGREEMENT DATED NOVEMBER 13, 2022, BY AND AMONG EFR WHITE CANYON CORP., ENCORE ENERGY CORP., AND ENCORE ENERGY US CORP.

DEFINITIONS

“Accounting Principles” means the principles described in Schedule 1 hereto.

“Accrued Rental Liabilities” means the accrued liabilities of Seller or any of the Acquired Companies, with respect to the Alta Mesa Assets, of the items set forth on Schedule 5.11 for unpaid lease rentals to be paid in arrears after Closing which benefit the Seller or the Acquired Companies before the Closing.

“Acquired Company” and “Acquired Companies” have the meanings set forth in the Recitals to this Agreement.

“Acquired Company IP Agreements” means all Contracts containing licenses, sublicenses, consents to use, settlements, coexistence agreements, covenants not to sue, or the right to receive or obligation to pay royalties or any other consideration, whether oral or written, in which any right in Acquired Company Intellectual Property or any other material Intellectual Property used in the conduct of the Business is granted, transferred, assigned or licensed to or from the Acquired Companies and that involves annual aggregate consideration in excess of $50,000, excluding, in all cases, any Contracts for off- the-shelf, click-wrap or other commercially available software, in each case where the cost of the same is less than $25,000 annually.

“Acquired Company IP Registrations” means all Intellectual Property Registrations owned by the Acquired Companies.

“Acquired Company Intellectual Property” means all Intellectual Property that is owned or purported to be owned by the Acquired Companies.

“Acquisition Proposal” means, with respect to any of the Acquired Companies or Alta Mesa Assets, any proposal or offer, or public announcement of an intention to make a proposal or offer, to any of the Seller or the Acquired Companies or any of their security holders, members, shareholders, partners or Representatives, from any Person or group of Persons “acting jointly or in concert” (within the meaning of Canadian Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids) which constitutes, or may be reasonably expected to lead to (in either case whether in one transaction or a series of transactions):

(i) any take-over bid, issuer bid, amalgamation, plan of arrangement, business combination, merger, tender offer, exchange offer, consolidation, recapitalization or reorganization resulting in any Person or group of Persons owning any of the issued and outstanding membership, equity or voting interests of any of the Acquired Companies;

(ii) any sale of any Alta Mesa Assets (or any lease, long-term supply arrangement, license or other arrangement having the same economic effect as a sale);

(iii) any sale or issuance of membership interests, shares or other equity interests (or securities convertible into or exercisable for such membership interests, shares or other interests) in any of the Acquired Companies; and

(iv) any arrangement whereby effective operating control of an Acquired Company is granted to another party or Person.

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“Action” means any claim, action, lawsuit, arbitration, mediation, audit, written notice of violation, proceeding, litigation, summons, subpoena, or, to the Seller’s Knowledge, investigation of any nature by or before any Governmental Authority, whether civil, criminal, administrative, regulatory or otherwise, or whether at law or in equity.

“Affiliate” means, with respect to any Person, any Person that directly or indirectly Controls, is Controlled by, or is under common Control with, such Person.

“Agreement” has the meaning set forth in Preamble of this Agreement.

“Allocation Schedule” has the meaning set forth in Section 10.03(b).

“Alta Mesa Assets” means any and all of the Contracts, the Alta Mesa Real Property, the Alta Mesa Personal Property, the Records and any and all other assets and properties of the Acquired Companies.

“Alta Mesa Contracts” has the meaning set forth in Section 3.13.

“Alta Mesa Personal Property” has the meaning set forth in Section 3.15.

“Alta Mesa Real Property” has the meaning set forth in Section 3.14.

“Amendment Date” has the meaning set forth in Section 3.13(a).

“Ancillary Documents” has the meaning set forth in Section 3.03.

“Audited Financial Statements” has the meaning set forth in Section 5.14.

“Balance Sheet” has the meaning set forth in Section 3.08.

“Balance Sheet Date” has the meaning set forth in Section 3.08.

“Benefit Plan” means any plan, agreement, program or policy, whether funded or unfunded, registered or unregistered, under which any of the Acquired Companies has any liability or contingent liability to any current or former employees relating to retirement savings, pensions or benefits, including any defined benefit pension plan, defined contribution pension plan, group registered retirement savings plan or supplemental pension or retirement plan, or any bonus, deferred profit-sharing, profit-sharing, stock option, share purchase, stock appreciation, deferred compensation, incentive compensation, supplemental unemployment benefits, hospitalization, health, dental, disability, life insurance, death or survivor’s benefit, employment insurance, vacation pay, severance or termination pay or other benefit plan with respect to any current or former employees of any of the Acquired Companies or any eligible dependents of such employees.

“Burden” means any and all royalties (including lessor’s royalties), overriding royalties, production payments, net profits interests and other burdens upon, measured by, or payable out of production from the Alta Mesa Assets, the Business, or the Acquired Companies (excluding, for the avoidance of doubt, any Taxes).

“Business” has the meaning set forth in the Recitals.

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“Business Day” means each calendar day except Saturdays, Sundays, and federal holidays in the United States.

“Cash Collateral Amount” has the meaning set forth in Section 2.03.

“Cash Consideration” has the meaning set forth in Section 2.02(a).

“Casualty Loss” has the meaning set forth in Section 5.12.

“CFIUS” means the Committee on Foreign Investment in the United States.

“CFIUS Approval” means (a) the Purchaser and Seller have received written notice from CFIUS that (i) it has determined that the acquisition of the Acquired Companies by the Purchaser is not a covered transaction under Section 721 of the DPA; or (ii) it has concluded all action under Section 721 of the DPA with respect to the acquisition of the Acquired Companies by the Purchaser and has determined that there are no unresolved national security concerns; or (b) if CFIUS has sent a report (the “CFIUS Report”) to the President of the United States requesting the President’s decision, then the President has (i) announced a decision not to take any action to suspend or prohibit the acquisition of the Acquired Companies by the Purchaser or (ii) not taken any action to suspend or prohibit such transactions during the 15-day period following the date of receipt of the CFIUS Report.

“CFIUS Declaration” means a declaration prepared jointly by the Purchaser and Seller with respect to the transactions contemplated by this Agreement and submitted to CFIUS in accordance with the DPA.

“CFIUS Notice” means a joint voluntary notice prepared by the Purchaser and Seller with respect to the transactions contemplated by this Agreement and submitted to CFIUS in accordance with the DPA.

“Closing” has the meaning set forth in Section 7.01.

“Closing Date” has the meaning set forth in Section 7.01.

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Company Agreements” means (1) the Amended and Restated Company Agreement of EFR Alta Mesa LLC, dated effective as of October 6, 2021, as amended; (2) the Company Agreement of Leoncito Plant, L.L.C., dated effective October 6, 2021, as amended; (3) the Company Agreement of Leoncito Project, L.L.C., dated effective October 6, 2021, as amended; and (4) the Company Agreement of Leoncito Restoration, L.L.C., dated effective October 6, 2021, as amended.

“Completion Date” has the meaning set forth in Section 8.01(b).

“Confidential Information” has the meaning set forth in the Confidentiality Agreement.

“Confidentiality Agreement” means that certain Confidentiality Agreement between enCore and Energy Fuels Inc. dated January 31, 2022.

“Control” means the ability to direct the management and policies of a Person through ownership of voting shares or other equity rights, pursuant to a written agreement, or otherwise. The terms “Controls” and “Controlled by” and other derivatives shall be construed accordingly.

“Current Tax Period” has the meaning set forth in Section 10.02.

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“Damages” means the amount of any actual Liability, loss, cost, expense, claim, award or judgment incurred or suffered by any Person (to be indemnified under this Agreement) arising out of or resulting from the indemnified matter, whether attributable to personal injury or death, property damage, contract claims (including contractual indemnity claims), torts, or otherwise, including reasonable fees and expenses of attorneys, consultants, accountants or other agents and experts reasonably incident to matters indemnified against, and the reasonable costs of investigation and/or monitoring of such matters, and the reasonable costs of enforcement of the indemnity; provided, however, that the term “Damages” shall not include (i) loss of profits or other consequential damages suffered by the Party claiming indemnification, or any punitive damages (except as otherwise provided herein), or (ii) any Liability, loss, cost, expense, claim, award or judgment to the extent resulting from or to the extent increased by the actions or omissions of any indemnified Party after the Closing Date.

“Deductible” has the meaning set forth in Section 9.04.

“Deed of Trust” has the meaning set forth in Section 2.02(b).

“Defensible Title” means title that is:

(i)

free from such reasonable doubt that a prudent Person engaged in the business of ownership, development and operation of producing uranium mining properties with knowledge of all of the facts and their legal bearing would be willing to accept the same; and

(ii)

free and clear of any and all Encumbrances, obligations, and defects, other than Permitted Encumbrances.

“Direct Claim” has the meaning set forth in Section 9.03(b).

“DPA” means the Defense Production Act of 1950 as amended.

“EFR USA” means Energy Fuels Resources (USA) Inc., a Delaware corporation.

“enCore Party” or “enCore Parties” has the meaning set forth in the Preamble of this Agreement.

“Encumbrance” means a mortgage, pledge, hypothecation, lien, easement, right-of-way, encroachment, covenant, condition, right of re-entry, lease, license, assignment, option, claim, royalty or other encumbrance or charge, whether or not registered or registrable, but does not include a Permitted Encumbrance.

“Environmental Condition” means: (i) any event or condition with respect to air, land, soil, surface, subsurface strata, surface water, ground water, or sediment that causes, or could reasonably be expected to cause, any Alta Mesa Asset to become subject to, or its owner or operator to incur any Liability or be potentially liable for, any removal, remediation, or response action under, or not be in compliance with, any Permits or Environmental Law; or (ii) any event or condition described in the preceding clause (i) that results, or could reasonably be expected to result, in any Liability to any Governmental Authority for any removal, remediation, or response action, or to any other Person for injury to or death of any Person, Persons, or other living thing, or damage, loss, or destruction of property located on such Alta Mesa Asset.

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“Environmental Laws” means CERCLA, the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et-seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et-seq.; the Clean Air Act, 42 U.S.C. § 7401 et-seq.; the Hazardous Materials Transportation Act, 49 U.S.C. § 1471 et-seq.; the Toxic Substances Control Act, 15 U.S.C. §§ 2601 through 2629; the Oil Pollution Act, 33 U.S.C. § 2701 et-seq.; the Endangered Species Act, 16 U.S.C. §§ 1531 to 1544; the Emergency Planning and Community Right- to-Know Act, 42 U.S.C. § 11001 et-seq.; the Atomic Energy Act of 1954, as amended, 42 U.S.C. § 2011 et-seq.; and the Safe Drinking Water Act, 42 U.S.C. §§ 300f through 300j; and all similar Laws of any Governmental Authority having jurisdiction over the property in question addressing pollution or protection of the environment, human health, natural resources or threatened, endangered or protected species, and all regulations implementing the foregoing that are applicable to the operation and maintenance of the Alta Mesa Assets.

“Equity Exception” has the meaning set forth in Section 3.03.

“Excess Amount” has the meaning set forth in Section 9.04(i)

“Execution Date” has the meaning set forth in the Preamble of this Agreement.

“Financial Statements” has the meaning set forth in Section 3.08(a).

“Financing Condition” has the meaning set forth in Section 6.01(i).

“Financing Extension” has the meaning set forth in Section 5.16.

“GAAP” has the meaning set forth in Section 3.08.

“Governmental Authority” means any instrumentality, subdivision, court, administrative agency, commission, official or other authority of the United States or any other country or any state, province, prefect, municipality, locality or other government or political subdivision thereof, or any quasi- governmental or private body exercising any administrative, executive, judicial, legislative, police, regulatory, taxing, importing or other governmental or quasi-governmental authority.

“Governmental Order” means any order, writ, judgment, injunction, decree, consent, stipulation, determination or award entered by or with any Governmental Authority.

“Guaranty” has the meaning set forth in Section 2.02(b).

“Hazardous Substances” means any pollutants, contaminants, toxic, radioactive or hazardous substances, materials, wastes, constituents, compounds or chemicals that are regulated by, or may form the basis of liability under any Environmental Laws, including asbestos-containing materials (but excluding any Minerals).

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“Indebtedness” of any Person means and includes, without duplication, (a) indebtedness for borrowed money or indebtedness issued or incurred in substitution or exchange for indebtedness for borrowed money; (b) amounts owing as deferred purchase price for property or services, including all seller notes and “earn-out” payments; (c) indebtedness evidenced by any note, bond, debenture, mortgage or other debt instrument or financial debt security; (d) commitments or obligations by which such Person assures a creditor against loss (including contingent reimbursement obligations with respect to letters of credit); (e) obligations or commitments to repay deposits or other amounts advanced by and owing to third Persons, (f) obligations under any interest rate, currency or other hedging agreement; (g) obligations or commitments under capitalized leases (capital portion) or finance leases; (h) any change of control payments or prepayment premiums, penalties, charges or equivalents thereof with respect to any indebtedness, obligation, or liability of the type described in clauses (a) through (g) above, (i) any indebtedness for borrowed money secured by an encumbrance on the assets of such Person, (j) all liabilities for the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business consistent with past practice) and all deferred purchase price liabilities related to past acquisitions, (k) all deferred rent obligations, (l) any stimulus packages, government assistance or other benefits received (such as, but not limited to, loans, benefits, rights or amounts) pursuant to the CARES Act or any other Law that are subject to a repayment obligation (absolute or contingent), (m) deferred payroll taxes (to the extent not included in Net Working Capital), (n) any related party payables (other than between any of the Acquired Companies or any of their Affiliates) including declared but unpaid dividends or distributions, (o) all liabilities arising out of interest rate, currency or other hedge agreements or other hedging arrangements, (p) any amounts deposited by a customer with any of the Acquired Companies or pre-paid by a customer to any of the Acquired Companies in respect of goods or services to be provided by any of the Acquired Companies, (q) all credit card balances of any of the Acquired Companies, and (r) all accrued interest, prepayment premiums or the like or penalties related to any of the foregoing; provided, however, that notwithstanding any other provision of this Agreement, Indebtedness shall not include any of the liabilities of such Person included within Transaction Expenses. Notwithstanding the forgoing, Indebtedness shall not include or encompass the Slurry Payment Obligation, any Reclamation Obligations, or any matters addressed pursuant to the adjustment described in Section 5.11.

“Indemnified Party” has the meaning set forth in Section 9.03(a).

“Indemnifying Party” has the meaning set forth in Section 9.03(a).

“Intellectual Property” means all of the following, in any jurisdiction throughout the world: (a) patents and patent applications, including all reissues, divisions, continuations, continuations-in-part, reexaminations and extensions thereof; (b) trademarks, service marks and trade names, together with any registrations and registration applications in connection therewith and all goodwill associated therewith; (c) copyrights and any registrations and registration applications in connection therewith; (d) trade secrets and other rights in confidential information and know-how, including rights in inventions (whether patentable or not), invention disclosures, and protectable business information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals); (e) rights in computer software (including all source code, object code, data and related documentation), and (f) internet addresses, domain names, and other related rights in websites and web pages.

“Intellectual Property Registrations” means all Intellectual Property that is subject to any issuance registration, application or other filing by, to or with any Governmental Authority or authorized private domain registrar in any jurisdiction, including trademark registrations, domain names, copyright registrations, issued and reissued patents, and pending applications for any of the foregoing.

“IT Assets” means all information technology assets, computer systems, devices, mobile devices, equipment, hardware, servers, platforms, software applications, cloud storage services, firmware or middleware, networks, telecommunications systems, printers and related infrastructure and facilities owned, operated, licensed or controlled by the Acquired Companies.

“knowledge of the enCore Parties” or “the enCore Parties’ Knowledge” have the meaning set forth in Section 1.02(d).

“knowledge of the Seller” or “the Seller’s Knowledge” have the meaning set forth in Section 1.02(d).

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“Laws” means all Permits, statutes, rules, regulations, ordinances, orders, and codes of Governmental Authorities.

“Lease(s)” means any lease, sublease, occupancy agreement, license, concession or other similar agreement, in each case whether written or oral, in connection with the lease, occupancy or use of any of the Real Property, together with all amendments, modifications, extensions renewals, notices, guaranties, agreements and other documents with respect thereto.

“Leoncito Restoration” has the meaning set forth in the Recitals to this Agreement.

“Liability” (and with the correlative meaning,

“Liabilities”) means any and all claims, demands, complaints, actions, litigation, hearings, lawsuits, proceedings, investigations, charges, damages, fines, penalties, deficiencies, judgments, injunctions, orders, decrees, rulings, losses, costs, liabilities, amounts paid in settlement, obligations, Taxes and Encumbrances, including, in each case, costs and reasonable expenses contesting and defending such matters (including reasonable attorneys’ fees and expenses, interest, court costs and other costs of suit, litigation or other proceedings of any kind or of any claim, default or assessment).

“LR Membership Interests” has the meaning set forth in the Recitals to this Agreement.

“Material Adverse Effect” means any event, condition, effect, change, development or circumstance that, individually or when considered together with any other events, conditions, effects, changes, developments or circumstances (a) would reasonably be expected to materially delay or impair the performance of the Seller’s obligations under the Agreement or (b) would reasonably be expected to have a material adverse effect on the Acquired Companies, the Project or the Alta Mesa Assets, taken as a whole; provided, however, “Material Adverse Effect” shall not include any condition, effect, change, development or circumstance arising out of or attributable to: (i) general economic or political conditions; (ii) conditions generally affecting uranium prices or mining; or (iii) any changes in applicable Laws or accounting rules or the enforcement, implementation or interpretation thereof.

“Material Mitigation Measure” means any mitigation measure proposed by CFIUS that (i) requires the Purchaser to hold its ownership interests in the Acquired Companies indirectly, such as through proxy holders or in a voting trust; (ii) materially interferes with the enCore Parties’ ability to participate in the management of the Acquired Companies; (iii) requires the exclusion of any material asset from the scope of the transaction or the enCore Parties or the Acquired Companies to dispose of any material portion of its businesses, operations, assets or product lines (or any combination thereof); or (iv) otherwise is reasonably likely to result in a Material Adverse Effect on the Acquired Companies or the enCore Parties.

“Membership Interests” has the meaning set forth in the Recitals to this Agreement.

“Mesteña Parties” has the meaning set forth in Section 5.09.

“Minerals” means all minerals of any kind or character, other than oil and gas, including, but not limited to, uranium and all other minerals mined or extracted primarily for values derived from their content of minerals, in the form of ores, mine waters, leachates, pregnant liquors, pregnant slurries, concentrated slurries, precipitates, whether in dry or slurry state, concentrates, or products beneficiated, upgraded or refined further than concentrates, and whether occurring in intimate depositional relationship with uranium and recovered as secondary values during the mining, extraction, processing, or treatment of uranium.

“Note” has the meaning set forth in Section 2.02(b).

“Party” and “Parties” have the meanings set forth in the Preamble of this Agreement.

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“Permits” means any permits, licenses, approvals, certificates of authority, franchises, concessions, registrations, consents, or similar qualifications or authorizations issued, granted or given by or under the authority of, or filings with, any Governmental Authority.

“Permitted Encumbrances” means any or all of the following: (i) this Agreement; (ii) consents to assignment that have been obtained, or will be obtained prior to the Closing, from the appropriate Person(s) and preferential rights to purchase with respect to which written waivers are obtained prior to the Closing from the appropriate Person(s) for the transactions contemplated by this Agreement and the Ancillary Documents; (iii) liens for Taxes or assessments not yet delinquent; (iv) materialmen’s, mechanic’s, repairman’s, employee’s, contractor’s, operator’s and other similar liens or charges arising in the ordinary course of business for amounts not yet delinquent (including any amounts being withheld as provided by Law); (v) all rights to consent by, required notices to, filings with, or other actions by Governmental Authorities in connection with the conveyance of the Alta Mesa Assets or rights or interests therein if they are not required prior to, or are customarily obtained subsequent to, a conveyance in the region where the Alta Mesa Assets are located; (vi) easements, rights-of-way, covenants, servitudes, permits, surface leases and other rights in respect of surface operations which do not, individually or in the aggregate, prevent or materially adversely affect the use, ownership, development or operation of any Alta Mesa Assets; (vii) all rights reserved to or vested in any Governmental Authority to control or regulate any of the Alta Mesa Assets in any manner or to assess Tax with respect to the Alta Mesa Assets, the ownership, use or operation thereof, or revenue, income or capital gains with respect thereto, and all obligations and duties under all applicable Laws of any such Governmental Authority or under any franchise, grant, license or permit issued by any Governmental Authority; (viii) the royalties set out in the Uranium Lease; and (ix) any Encumbrance on or affecting the Alta Mesa Assets which is expressly waived in writing, bonded or paid by EF Holding on or before the Closing or which is discharged on or before the Closing.

“Person” means any individual, firm, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, Governmental Authority or any other entity.

“Pledge Agreement” has the meaning set forth in Section 2.02(b).

“Potential Acquisition Proposal” has the meaning set forth in Section 5.06(d).

“Prepaid Expenses” means the prepaid expenses of Seller or any of the Acquired Companies, with respect to the Alta Mesa Assets, of the items set forth on Schedule 5.11 for licensing fees, property taxes, lease rentals, insurance and bond premiums, telephone rentals, utilities and rentals with a continuing benefit to enCore Parties or the Acquired Companies after the Closing.

“Prepaid Expenses Reimbursement Amount” has the meaning set forth in Section 5.11.

“Project” means all exploration, development, mining, milling, processing, transportation, marketing and related operations and activities of the Acquired Companies, including all such exploration, development, mining, milling, processing, transportation, marketing and related operations and activities involving the Alta Mesa Assets.

“Project Employees” has the meaning set forth in Section 2.04.

“Purchase Consideration” has the meaning set forth in Section 2.02.

“Purchased Company” and “Purchased Companies” have the meanings set forth in the Recitals to this Agreement.

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“Purchaser” has the meaning set forth in the Recitals.

“Purchaser Indemnified Parties” has the meaning set forth in Section 9.01.

“Purchaser Termination Fee” has the meaning set forth in Section 8.03(a).

“Reclamation Obligations” means all reclamation and asset retirement obligations of the Acquired Companies resulting from uranium mineral exploration and extraction operations on the Alta Mesa Real Property.

“Records” means copies of any files, records, maps, information, and data, whether written or electronically stored, relating to the Alta Mesa Assets or the Acquired Companies, including: (i) land and title records (including title documents and warranties, abstracts of title, title opinions and memoranda, title curative documents and prospect files); (ii) contracts, electric logs, core data, pressure data, decline curves, graphical production curves, geological and mineral resource data (including all maps, logs and reports) and a non-exclusive license to all geophysical data owned by an Acquired Company or any of its Affiliates; (iii) correspondence; (iv) operations, production, accounting, lease and division order records; (v) production, facility and well records and data; and (vi) any other records, books and files relating to any of the Alta Mesa Assets or the Acquired Companies.

“Replacement Equities” has the meaning set forth in Section 2.04.

“Representatives” means (i) partners, employees, personnel, officers, directors, members, equity owners and counsel of a Party or any of its Affiliates; or (ii) any consultant, advisor or agent retained by a Party or the parties listed in subsection (i) above.

“Required Consents” has the meaning set forth in Section 3.20.

“Security Agreement” has the meaning set forth in Section 2.02(b).

“Seller” has the meaning set forth in the Recitals.

“Seller Indemnified Parties” has the meaning set forth in Section 9.02.

“Seller Parent” means Energy Fuels Inc.

“Slurry Payment Obligation” has the meaning set forth in Section 5.09.

“Surface Use Agreements” has the meaning set forth in Section 3.13.

“Tax Return” means any return (including any information return), report, statement, schedule, notice, form, election, estimated Tax filing, claim for refund or other document (including any attachments thereto and amendments thereof) filed with or submitted to, or required to be filed with or submitted to, any Governmental Authority with respect to any Tax.

“Taxes” means all federal, state, local, and foreign income, profits, franchise, sales, use, ad valorem, property, severance, production, excise, stamp, documentary, real property transfer or gain, gross receipts, goods and services, registration, capital, transfer, or withholding taxes or other assessments, duties, fees or charges imposed by any Governmental Authority relating to any of the Acquired Companies or the Alta Mesa Assets, including any interest, penalties or additional amounts which may be imposed with respect thereto.

“Third Party” means any Person other than a Party to this Agreement or an Affiliate of a Party to this Agreement or their respective Representatives.

“Third Party Claim” has the meaning set forth in Section 9.03(a).

“Transaction Expenses” means, without duplication, (a) all fees and expenses incurred by or on behalf of the Acquired Companies at or prior to the Closing in connection with the preparation, negotiation and execution of this Agreement and the performance and consummation of the transactions contemplated hereby (including (i) such fees, costs and expenses that are incurred at or prior to the Closing that are invoiced post-Closing and (ii) fees and disbursements of counsel, investment bankers, accountants, brokers, service providers, representatives and other experts and third parties); provided, however, that notwithstanding any other provision of this Agreement, Transaction Expenses shall exclude (A) any amounts based upon or arising from any arrangements put in place by the Acquired Companies at or prior to the Closing at the written request of Purchaser

“Uranium Lease” has the meaning set forth in Section 3.13.

“Uranium Option” has the meaning set forth in Section 3.13.

A-9

EXHIBIT 1

FORM OF MEMBERSHIP INTEREST ASSIGNMENT

ATTACHED TO AND MADE A PART OF THAT CERTAIN MEMBERSHIP INTEREST PURCHASE AGREEMENT DATED NOVEMBER 13, 2022, BY AND AMONG EFR WHITE CANYON CORP., ENCORE ENERGY CORP., AND ENCORE ENERGY US CORP.

Ex 1-1

ASSIGNMENT AND CONVEYANCE AGREEMENT

This ASSIGNMENT AND CONVEYANCE AGREEMENT (this “Agreement”) is entered into as of [●], 2022, by and between EFR White Canyon Corp., a Delaware corporation (“Assignor”), and enCore Energy US Corp., a Nevada corporation (“Assignee”). All capitalized terms used but not defined herein shall have the meanings set forth in that certain Membership Interest Purchase Agreement, dated as of November [●], 2022 (the “Purchase Agreement”), by and among Assignor, Assignee, , and enCore Energy Corp., a British Columbia corporation (“enCore”). Each of Assignor and Assignee are referred to individually as a “Party” or collectively as the “Parties.”

WHEREAS, pursuant to the Purchase Agreement, Assignor has agreed to sell to Assignee, and Assignee has agreed to purchase from Assignor all of the issued and outstanding membership interests (the “Purchased Interests”) of each of three Texas limited liability companies: EFR Alta Mesa LLC (formerly known as Mesteña Uranium, L.L.C.), Leoncito Plant, L.L.C., and Leoncito Project, L.L.C. (the “Acquired Companies”), which Purchased Interests are owned by Assignor and which constitute 100% of the issued and outstanding membership interests of the Acquired Companies.

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement and in the Purchase Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

Section 1. Assignment of Purchased Interests. Assignor hereby irrevocably and unconditionally sells, conveys, assigns, transfers and delivers unto Assignee, free and clear of all Encumbrances, all of Assignor’s right, title and interest in and to the Purchased Interests.

Section 2. Acceptance by Assignee. Assignee hereby accepts the sale, conveyance, assignment, transfer and delivery of the Purchased Interests, and assumes and agrees to keep, perform and fulfill all of the terms, covenants, conditions, agreements and obligations required of it as the owner of such Purchased Interests and as a member of the Acquired Companies under their respective organizational documents to the extent incurred or arising on or after the date hereof, including, subject to the terms of the Purchase Agreement, all of the obligations, liabilities and duties of Assignor to the extent incurred or arising on or after the date hereof out of the ownership of the Purchased Interests.

Section 3. Amendment; Waiver. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by each person signatory hereto, or in the case of a waiver, by the person against whom the waiver is to be effective. No failure or delay by any person in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by laws.

Section 4. Purchase Agreement Controls. The terms of the Purchase Agreement, including but not limited to the respective representations, warranties, covenants, agreements and indemnities of the Parties relating to the Purchased Interests are incorporated herein by this reference. Assignor and Assignee acknowledge and agree that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the fullest extent provided therein. Notwithstanding anything herein to the contrary, the provisions of this Agreement shall be subject to the provisions of the Purchase Agreement, and, if and to the extent the provisions of this Agreement are inconsistent in any way with the provisions of the Purchase Agreement, the provisions of the Purchase Agreement shall be controlling. Nothing contained herein shall be deemed to alter, modify, expand or diminish the terms and provisions set forth in the Purchase Agreement.

Furthermore, the applicable provisions of Article XI of the Purchase Agreement (Miscellaneous) shall apply to this Agreement, mutatis mutandis.

[Signature pages follow.]

Ex 1-2

IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be executed effective as of the date and year first written above.

	ASSIGNOR:

	EFR WHITE CANYON CORP.

	By:
	Name:
	Title:

[Signature Page to Assignment and Conveyance Agreement]

	ASSIGNEE:

	ENCORE ENERGY US CORP.

	By:
	Name:
	Title:

[Signature Page to Assignment and Conveyance Agreement]

EXHIBIT 2

FORM OF NOTE

ATTACHED TO AND MADE A PART OF THAT CERTAIN MEMBERSHIP INTEREST PURCHASE AGREEMENT DATED NOVEMBER 13, 2022, BY AND AMONG EFR WHITE CANYON CORP., ENCORE ENERGY CORP., AND ENCORE ENERGY US CORP.

Ex 2-1

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

SECURED CONVERTIBLE PROMISSORY NOTE DUE [______] [__], [____]

$60,000,000.00

[_______] [___], 2022

1. Principal. For value received, enCore Energy US Corp. , a Nevada corporation (“Acquireco”), [EFR Alta Mesa LLC]¹, a Texas limited liability company (“Alta Mesa”), Leoncito Plant, L.L.C., a Texas limited liability company (“Plant”), Leoncito Restoration, L.L.C., a Texas limited liability company (“Restoration”), and Leoncito Project, L.L.C., a Texas limited liability company (“Project” and, together with Acquireco, Alta Mesa, Plant, and Restoration, individually and collectively, as the context requires, the “Maker”), hereby jointly and severally, unconditionally promise to pay to the order of EFR White Canyon Corp., a Delaware corporation (together with its successors and permitted assigns, the “Payee”), the principal sum of SIXTY MILLION AND 00/100 DOLLARS ($60,000,000.00) in legal and lawful money of the United States of America, pursuant to this Secured Convertible Promissory Note (this “Note”).

2. Maturity. The unpaid principal balance of this Note, together with all accrued and unpaid interest thereon (such outstanding amounts at any given time, the “Outstanding Balance”), shall become due and payable on [________] [__], 20[__]² (the “Maturity Date”), if not paid or converted before that date in accordance with the terms hereof. Earlier repayment may be made by the Maker, in whole or in part, pursuant to Section 7 hereof. The principal amount of this Note may be converted by the Payee, in whole or in part, pursuant to Section 4 hereof.

3. Interest. Except as otherwise provided herein, interest shall accrue on the unpaid outstanding principal balance of this Note at a rate of eight percent (8.00%) per annum, and shall be due and payable on (i) June 30 and December 31 of each year, starting on [__________] [__], 20[__], (iii) the Maturity Date, and (iv) if earlier than the dates specified in clauses (i) through (iii), payment in full of the Outstanding Balance. Notwithstanding the foregoing, if any provisions of this Note would require the Maker to pay interest hereon at a rate exceeding the highest rate allowed by applicable law, the Maker shall instead pay interest under this Note at the highest rate permitted by applicable law. Interest payable under this Note shall be computed on the basis of a year of 365 or 366 days, as applicable, and actual days elapsed occurring in the period for which payable.

¹	[NTD: Name to be changed at or after closing.]

²	[NTD: Insert second anniversary of closing date.]

Ex 2-2

4. Conversion Rights. The Payee shall have the right to convert the principal due under this Note into Common Shares (“Common Shares”) issued by enCore Energy Corp., a British Columbia corporation (“enCore”), as set forth below.

4.1 Conversion into Common Shares.

(a) At the election of the Payee, Payee shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion or all the outstanding principal amount of this Note, into fully paid and nonassessable Common Shares, or any shares of capital stock of enCore into which such Common Stock shall hereafter be changed or reclassified, at the conversion price as specified in Section 4.1(b) hereof (the “Conversion Price”). Upon delivery to enCore of this Note together with a fully completed and duly executed notice of conversion in the form of Exhibit A hereto (a “Notice of Conversion”), enCore shall be obligated to issue and deliver to Payee within five (5) Business Days (as defined below) after the Conversion Date (such fifth day being the “Delivery Date”) that number of Common Shares for the principal amount of this Note so converted in accordance with the foregoing. With respect to each such conversion, the date the Notice of Conversion pertaining thereto is deemed given to enCore in accordance with the terms hereof is referred to herein as the a “Conversion Date.” All accrued and unpaid interest on the converted principal amount of this Note to and including the Delivery Date, shall be paid in cash in the manner provided herein directly to Payee on or before the Delivery Date. The number of Common Shares to be issued upon each conversion of all or any portion of the outstanding principal of this Note shall be determined by dividing the amount of the principal of this Note to be converted, by the Conversion Price. enCore shall not issue any fractional Common Shares upon conversion of this Note and shall instead pay cash in lieu of delivering any fractional Common Shares based on the Conversion Price for the relevant Conversion Date. Notwithstanding the foregoing, if the number Common Shares issuable to the Payee upon any such conversion of all or a portion of the principal amount of this Note would, upon such conversion, result in the Payee beneficially owning or having control or direction, directly or indirectly, over a number of Common Shares (including Common Shares that may be acquired other than pursuant to a conversion hereunder) that is greater than 19.99% of the total number of issued and outstanding Common Shares (the “Conversion Limit”), then the principal amount hereof to be converted upon such conversion shall be reduced to the minimum extent necessary such that the number of Common Shares issued upon such conversion will not result in the Payee beneficially owning or having control or direction, directly or indirectly, over a number of Common Shares that is greater than the Conversion Limit. In determining whether to reduce the principal amount hereof to be converted upon any conversion hereunder (and the extent of any such reduction), enCore shall be entitled to rely on the Payee’s representation in the Notice of Conversion as to the number of Common Shares beneficially owned by Payee or over which Payee, directly or indirectly has control or direction.

(b) Subject to adjustment as provided in Section 4.1(c) hereof, the Conversion Price shall be $[____].³

[NTD: Conversion Price to be inserted at Closing and shall equal 120% of the volume-weighted average price for Common Stock on the Most Active Market, as reported on Bloomberg calculated to four decimal places and determined without regard to after-hours trading or any other trading outside the regular trading session trading hours, on each of the ten consecutive complete trading days ending on the last trading day prior to the Closing Date. As used in this footnote, the “Most Active Market” shall mean, of the TSX Venture Exchange and the OTCQB market, whichever of the foregoing exchange or market that has highest aggregate trading volume in the Common Stock over the ten consecutive trading days for such exchange of market ending on the trading day prior to the Closing Date. In determining the Conversion Price, any amounts referenced by Canadian dollars shall be converted into United States dollar based on the average of the daily exchange rates published by the Bank of Canada on each of the ten consecutive complete trading days ending on the last trading day prior to the Closing Date.]

Ex 2-3

(c) The Conversion Price and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 4.1(a) hereof, shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

(i) Merger, Sale of Assets, etc. If enCore at any time shall consolidate with or merge into or sell or convey all or substantially all its assets to any other person/entity, this Note, as to the unpaid principal portion thereof and accrued interest thereon, shall thereafter be deemed to evidence the right to convert into such number and kind of shares or other securities and property as would have been issuable or distributable on account of such consolidation, merger, sale or conveyance, had the Payee been the registered holder of the number of Common Shares to which the Payee was entitled upon the conversion of this Note immediately prior to such consolidation, merger, sale or conveyance, subject to adjustment thereafter in accordance with provisions of this Section 4.1(c). The foregoing provision shall similarly apply to successive transactions of a similar nature by any such successor.

(ii) Reclassification, etc. If enCore at any time shall, by recapitalization, reclassification or otherwise, change the Common Shares into the same or a different number of securities of any class or classes that may be issued or outstanding, this Note, as to the unpaid principal portion thereof and accrued interest thereon, shall thereafter be deemed to evidence the right to convert into an adjusted number of such securities and kind of securities as would have been issuable as the result of such change with respect to the Common Shares immediately prior to such recapitalization, reclassification or other change.

(iii) Stock Splits, Combinations and Stock Dividends. If the Common Shares are subdivided or combined into a greater or smaller number of Common Shares, or if a dividend is paid on the Common Shares in the form of Common Shares, the Conversion Price shall be proportionately reduced in case of subdivision of shares or stock dividend or proportionately increased in the case of combination of shares, in each such case by the ratio which the total number of Common Shares outstanding immediately after such event bears to the total number of Common Shares outstanding immediately prior to such event.

(d) Whenever the Conversion Price is adjusted pursuant to Section 4.1(c) above, enCore shall promptly mail to Payee a notice setting forth the Conversion Price after such adjustment and setting forth a statement of the facts requiring such adjustment.

(e) enCore has reserved and shall continue to reserve out of its authorized but unissued Common Shares or its Common Shares held in treasury enough Common Shares to permit the conversion in full of this Note. All Common Shares that may be issued upon conversion of this Note shall be fully paid and non-assessable. The issuance of this Note shall constitute full authority to enCore’s officers, agents, and transfer agents who are charged with the duty of executing and issuing share certificates to execute and issue the necessary certificates for Common Shares upon the conversion of this Note.

(f) In lieu of delivering physical certificates representing the Common Shares issuable upon conversion of all or any portion of this Note, provided enCore’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, upon request of Payee set forth in the Notice of Conversion and its compliance with the provisions contained in this paragraph, enCore shall use its reasonable commercial efforts to cause its transfer agent to electronically transmit the Common Shares issuable upon conversion to Payee by crediting the account of Payee’s prime broker with DTC through its Deposit Withdrawal Agent Commission system.

4.2 Partial Conversions. As set forth in Section 4.1(a) hereof, the principal amount of this Note may be converted by Payee in whole or in part. Upon partial conversion of this Note, a new Note containing the same date and provisions of this Note shall, at the request of Payee, be issued by enCore to Payee for the principal balance of this Note that shall not have been converted or paid.

Ex 2-4

5. Manner of Payment. All payments of money hereunder shall be applied to any interest payment or principal as elected by the Maker, in its sole discretion. When and as required hereunder, all payments of money to be made by the Maker under this Note (whether principal, interest or otherwise) shall be made in U.S. Dollars, in immediately available funds, by wire transfer to such account at a commercial bank located in the United States of America that is identified in a notice to the Maker, not later than 4:00 p.m. Eastern Time on the date such payment shall become due (any such payment made after such time on such due date to be deemed to have been made on the next succeeding week day on which commercial banks are not authorized or required to close in the State of Texas (a “Business Day”)).

6. Payments and Performance on Business Days. If the due date of any payment or performance under this Note would otherwise fall on a day that is not a Business Day, such due date shall be extended to the next succeeding Business Day.

7. Prepayment. The principal amount of this Note and any interest payable hereunder may be prepaid, in whole or in part without premium or penalty, at any time and from time to time prior to the Maturity Date, at the option of the Maker and without the consent of the Payee. All prepayments hereunder shall be applied to any interest payment or principal as elected by the Maker, in its sole discretion.

8. Representations and Warranties. Maker hereby represents and warrants to Payee that (i) Maker has full power and authority to enter into and deliver this Note and to consummate the transactions contemplated hereby and (ii) the execution, delivery and performance of this Note do not require Maker to obtain any consent or approval that has not been obtained and do not contravene or result in a default under any provision of any existing law or regulation applicable to Maker, or any agreement or instrument to which Maker is a party or by which Maker is bound.

9. Security. This Note and the obligations evidenced hereby are secured by certain assets of Maker and Alta Mesa Companies (as defined below) pursuant to the terms and conditions of (i) the Pledge Agreement dated as of the date hereof by and between Acquireco and Payee, (ii) the Security Agreement dated as of the date hereof by and among Alta Mesa, Plant, Restoration, and Project (collectively, the “Alta Mesa Companies”), on the one hand, and Payee on the other hand, (iii) the Guaranty Agreement (the “enCore Guaranty”) dated as of the date hereof by enCore in favor of Payee, (iv) the Deed of Trust, Leasehold Deed of Trust, Security Agreement, Financing Statement, Fixture Filing, and As-Extracted Collateral Filing dated as of the date hereof by and among the Alta Mesa Companies and Payee and (v) any other mortgages and/or deeds of trust executed by any of the Alta Mesa Companies and all other instruments and documents at any time executed by any of enCore, Acquireco or any of the Alta Mesa Companies to, evidencing, or setting out any of the terms of or security for the obligations under each of the foregoing (this Note together with each such agreements, in each case, as the same may be amended or modified from time to time, collectively, the “Loan Documents”).

10. Covenants.

10.1 Debt. Maker shall not create, incur, assume, or suffer to exist any indebtedness, for borrowed money on any Alta Mesa Company, (“Debt”) except: (i) Debt contemplated by the Note in favor of Payee; (ii) Debt listed on Schedule A hereto; (iii) other Debt in the form of purchase money indebtedness secured only by the asset acquired with such Debt; (iv) Debt incurred to refinance this Note, and (v) other Debt incurred with the prior written consent of the Payee.

10.2 Mergers, Consolidations, Etc. Each of enCore and the Makers (collectively, the “enCore Note Parties,” and each, an “enCore Note Party”) will not liquidate, or dissolve or reorganize, consolidate or amalgamate with or merge with any other Person or convey, transfer, or lease all or substantially all of its assets in a single transaction or series of transactions to any Person, unless (i) in the case of any such consolidation, amalgamation or merger of such enCore Note Party or any such conveyance, transfer or lease by such enCore Note Party, the successor formed by such consolidation or amalgamation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of such enCore Note Party as an entirety, as the case may be, shall be a solvent corporation or limited liability company or limited partnership organized and existing under the laws of the United States of America, Canada, or any state or province of the United States or Canada (including the District of Columbia), and such corporation or limited liability company or limited partnership shall have executed and delivered to the Payee its assumption of the due and punctual performance and observance of each covenant and condition of this Note and the other Loan Documents or (ii) in the case of any such liquidation or dissolution of such enCore Note Party, such dissolution would otherwise meet the requirements of any transaction listed in clause (i) above.

Ex 2-5

10.3 Liens. Maker shall not create or provide, or suffer to exist any lien, security interest or encumbrance against any of the equity interests issued by any Alta Mesa Company or any assets of any Alta Mesa Company (“Liens”) except: (i) Liens contemplated by the Note in favor of Payee; (ii) Liens listed on Schedule B hereto; (iii) Liens securing purchase money indebtedness permitted hereby; (iv) Liens existing as of the date hereof, (v) Liens securing Debt as long as all amount owed pursuant to this Note are paid in full substantially concurrently with, or prior to, the incurrence of such Debt; and (vi) other Liens incurred with the prior written consent of the Payee. Maker shall not create or provide, or suffer to exist, any royalty, stream, or other similar revenue arrangement against or in respect of any of the equity interests issued by any Alta Mesa Company or any assets of any Alta Mesa Company other than any royalty, stream or other arrangement in effect as of the date hereof.

10.4 Loans; Distributions; Redemptions/Repurchases. No Alta Mesa Company shall make any loans or pay any advances of any nature whatsoever to any person/entity, except advances in the ordinary course of business to vendors, suppliers, and contractors. No Alta Mesa Company shall: (i) declare or pay any cash dividends or distributions on account of equity interests (whether shares, stock, rights, options, warrants, other securities, indebtedness or other property or assets (including cash or any combination thereof)) (“Distributions”), other than distributions for tax purposes, or make any other Distribution by reduction of capital or otherwise in respect of any equity interests, in each case, without the prior written consent of Payee.

11. Event of Default and Remedies. At the election of Payee pursuant to written notice to Maker, the full remaining unpaid Outstanding Balance shall become at once and automatically due and payable in case of any of the following (each an “Event of Default”):

(A) The Maker defaults in the payment of any of its obligations to Payee or any part thereof for a period of five (5) Business Days after such payments are due and payable;

(B) Any enCore Note Party files a petition under any section or chapter of the United States Bankruptcy Code or any similar federal or state law or regulation; any enCore Note Party admits its inability to pay debts as they mature; any enCore Note Party makes an assignment for the benefit of one or more of its creditors; any enCore Note Party makes an application for the appointment of a receiver, trustee or custodian for any of any enCore Note Party’s assets; or any enCore Note Party files any case or proceeding for its reorganization, dissolution or liquidation or for relief from creditors;

(C) The Maker is permanently enjoined, restrained or in any way legally prevented, in each case, by a non-appealable order of a court of competent jurisdiction, from conducting all or substantially all of its business activities;

(D) The issuance of a notice of any lien, levy, assessment, injunction or attachment against all or substantially all the collateral securing this Note, that is not stayed or lifted within sixty (60) days;

(E) A petition under any section or chapter of the United States Bankruptcy Code or any similar federal or state law or regulation is filed against any enCore Note Party; any case or proceeding is filed against or by any enCore Note Party for its reorganization, dissolution or liquidation or for creditor relief; or an application is made by any Person other than any enCore Note Party for the appointment of a receiver, trustee, or custodian for any other of any enCore Note Party’s assets, and such injunction, restraint, petition or application is not dismissed or stayed within sixty (60) days after the entry or filing thereof;

Ex 2-6

(F) Any judgment or judgments are rendered or judgment liens filed against any Maker for an aggregate amount in excess of $500,000, which within sixty (60) days of such rendering or filing is not either appealed, satisfied, stayed, discharged of record or bonded;

(G) The failure of the Common Shares to be listed for trading on a Principal Market, or a valid and binding securities regulatory or judicial stop trade order is issued with respect to the Common Shares or a Principal Market trading suspension occurs, in each case, that lasts for twenty (20) or more consecutive Trading Days.

(H) Failure by enCore to comply with its obligation to convert this Note in accordance with the terms and conditions hereof after due exercise of the Holder’s conversion right in accordance with the terms and conditions hereof and such failure continues for a period of three (3) Business Days;

(I) The enCore Guaranty ceases to be in full force and effect or is declared null and void in a final and non-appealable judicial proceeding or enCore denies or disaffirms its obligations under this Note or the enCore Guaranty; or

(J) Default in the performance or observance by Maker or enCore of any term, covenant or agreement contained in this Note, the enCore Guaranty or any other Loan Document and such default remains continuing and uncured for a period of 30 days after the earlier of (i) a senior officer of enCore obtaining actual knowledge of such default and (ii) the enCore Note Parties receiving written notice of such default from the Payee.

Upon an Event of Default, the outstanding principal amount of the Note shall accrue interest at a rate equal to fifteen percent (15.00%) (the “Default Rate”) due and payable on demand. The Maker shall immediately notify the Payee of the occurrence of any Event of Default.

12. Waiver. No failure on the part of the Payee to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege under this Note shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under this Note preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The remedies provided herein are cumulative and not exclusive of any other remedy given hereunder or any remedy existing at law or in equity or by statute or otherwise.

13. Notices. All notices and other communications in respect of this Note (including, without limitation, any modifications of, or requests, waivers or consents under, this Note) shall be given in writing and shall be deemed effectively given (a) upon personal delivery to the other party, (b) the next Business Day after deposit with a national overnight delivery service, postage prepaid, addressed as set forth below, as applicable; provided that the sending party receives confirmation of delivery from such delivery service or (c) three (3) Business Days after deposit with the United States Post Office, postage prepaid, addressed to enCore and the Maker at enCore Energy U.S. Corp., 101 N. Shoreline Blvd., Suite 450, Corpus Christi, Texas 78401, attention: Paul Goranson; or to the Payee at Energy Fuels Inc., 225 Union Blvd., Suite 600, Lakewood, Colorado 80228, attention: David Frydenlund, or at such other address as such party may designate by three (3) days’ advance written notice to the other party.

14. Amendments. This Note may not be amended, modified or supplemented except by an instrument in writing signed by the Maker and the Payee.

15. Successors; Assignments. This Note shall be binding upon and inure to the benefit of the Maker and the Payee and their respective successors and permitted assigns. Unless the Payee has consented in writing (which consent may be granted or denied in Payee’s sole discretion), the Maker shall not assign, transfer or delegate all or any portion of its rights or obligations under this Note. Unless enCore has consented in writing (which consent shall not be withheld unreasonably), Payee shall not (i) assign, transfer or delegate all or a portion of its rights or obligations under this Note or (ii) cease to be wholly-owned by Energy Fuels Inc; provided, however, that in no event shall enCore’s consent be required to the extent an Event of Default has occurred and is then continuing. Without limiting the application of the immediately preceding sentence, and to the extent an Event of Default has not occurred and is not then continuing, Payee shall not assign, transfer or delegate all or a portion of its rights or obligations under this Note, unless prior to such assignment, transfer or delegation, such assignee, transferee or delegee has delivered a written instrument to the enCore Note Parties agreeing to be bound as a party to that certain letter agreement, dated the date hereof, between Maker and Payee. Any purported assignment, transfer or delegation in violation of this Section 15 will be null and void ab initio.

Ex 2-7

16. Governing Law; Submission to Jurisdiction; Venue. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE MAKER AND PAYEE HEREBY IRREVOCABLY SUBMITS ITSELF TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN HOUSTON, TEXAS AND AGREES AND CONSENTS THAT SERVICE OF PROCESS MAY BE MADE UPON IT IN ANY LEGAL PROCEEDING RELATING TO THIS NOTE BY ANY MEANS ALLOWED UNDER TEXAS OR FEDERAL LAW.

17. Severability. If any provision of this Note shall be held by any court of competent jurisdiction to be illegal, invalid, or unenforceable, such provision shall be construed and enforced as if it had been more narrowly drawn so as not to be illegal, invalid, or unenforceable, and such illegality, invalidity, or unenforceability shall have no effect upon and shall not impair the enforceability of any other provision of this Note.

18. Replacement of Note. Promptly following receipt by the Maker of (a) an affidavit of an authorized representative of the Payee stating the circumstances of the loss, theft, destruction or mutilation of this Note (and in the case of any such mutilation, on surrender and cancellation of such Note), and (b) if reasonably required by the Maker, an indemnity bond sufficient in the reasonable judgment of the Maker to protect the Maker from any loss that it may suffer if this Note is replaced, then the Maker, at the Payee’s expense, will promptly execute and deliver, in lieu thereof, a new Note of like tenor.

19. Obligations Joint and Several. All obligations of each Maker pursuant to this Note and the other Loan Documents shall be joint and several obligations of each Maker. Each reference to Maker or Makers herein and in the other Loan Documents shall be deemed to refer to each Maker individually and collectively and each obligation to be performed by Maker or Makers herein and in the other Loan Documents shall be performed by each Maker. Each Maker hereby irrevocably appoints each other Maker, individually, as its agent and attorney-in-fact for all purposes of the Loan Documents, including, without limitation, the giving and receiving of notices and other communications, the making of requests for advances, the making of all certifications and reports required pursuant to the Loan Documents. The action of any Maker and the requests, notices, reports and other materials submitted by any Maker shall bind each Maker. The establishment of the obligations evidenced hereby with Makers described herein as joint obligors is solely as an accommodation to the Makers, and Payee shall incur no liability to any Maker as a result thereof. Notwithstanding anything to the contrary herein, if any Fraudulent Transfer Law (as hereinafter defined) is determined by a court of competent jurisdiction to be applicable to the obligations of any Maker under this Note or any other Loan Document, such obligations shall be limited to a maximum aggregate amount equal to the largest amount that would not render such Maker’s, as the case may be, obligations under this Note subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any applicable provisions of comparable state law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such Maker, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Maker in respect of intercompany indebtedness, if any, to another Maker to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such Maker under this Note pursuant to which the liability of such Maker under this Note is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, reimbursement, indemnification, or contribution of such Maker pursuant to applicable law or pursuant to the terms of any agreement.

Ex 2-8

20. enCore Obligations. Except as provided in this Note with respect to conversion of all or any portion of the principal amount hereof into Common Shares, and except as provided in the enCore Guaranty, enCore shall have no obligations or liability hereunder, in respect of payment or otherwise.

21. Rights and Remedies. All rights and remedies hereunder are cumulative and not exclusive of any rights or remedies otherwise provided by law. Any single or partial exercise of any right or remedy shall not preclude the further exercise thereof or the exercise of any other right or remedy.

22. Non-Recourse. No individual director, manager, member, general partner, affiliate, officer or employee of the Maker or enCore will have any personal liability for any obligations of the Maker or enCore under this Note.

23. Certain Defined Terms. As used herein, “Principal Market” means any national securities exchange or trading market (including, without limitation, the TSX Venture Exchange and the OTCQB market) that is the principal trading market where Common Shares are traded. “Trading Day” means a day on which the Principal Market is open for the transaction of business.

24. Waiver of Jury Trial; Other Waivers. EACH OF THE MAKER AND THE PAYEE, BY ITS ACCEPTANCE OF THE BENEFITS OF THIS NOTE, KNOWINGLY AND VOLUNTARILY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE. EACH OF THE MAKER AND THE PAYEE AGREES THAT NO CLAIM MAY BE MADE AGAINST THE OTHER PARTY FOR ANY LOST PROFITS OR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES IN RESPECT OF ANY BREACH OR WRONGFUL CONDUCT (OTHER THAN WILLFUL MISCONDUCT CONSTITUTING ACTUAL FRAUD) IN CONNECTION WITH, ARISING OUT OF OR IN ANY WAY RELATED TO THE NOTE; AND EACH OF THE MAKER AND THE PAYEE HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE UPON ANY SUCH CLAIM FOR ANY SUCH DAMAGES. THE MAKER AND THE PAYEE AGREE THAT THIS SECTION IS A SPECIFIC AND MATERIAL ASPECT OF THIS NOTE AND ACKNOWLEDGE THAT THE PAYEE WOULD NOT MAKE THE LOAN IN RESPECT OF WHICH THIS NOTE WAS INITIALLY ISSUED IF THIS SECTION WERE NOT PART OF THIS NOTE.

25. U.S. Securities Laws. If this Note is held by or for the account or benefit of a U.S. Person (as defined in Regulation S of the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”)), the Common Shares issuable upon conversion of this Note may be offered, sold, pledged or otherwise transferred only: (a) to an enCore Note Party, (b) pursuant to an effective registration statement under the U.S. Securities Act, (c) in accordance with Rule 144 or Rule 144A under the U.S. Securities Act, if available, and in each case in compliance with applicable state securities laws, (d) in accordance with the provisions of Rule 904 of Regulation S under the U.S. Securities Act or (e) in a transaction that does not otherwise require registration under the U.S. Securities Act or any applicable state securities laws; provided, that if the Common Shares are being sold in accordance with Rule 904 of Regulation S under the U.S. Securities Act, the legend may be removed by providing a declaration to the registrar and transfer agent for the Common Shares, to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act; provided further, that if the Common Shares are being sold pursuant to Rule 144 of the U.S. Securities Act, if available, the legend may be removed by delivering to enCore and enCore’s transfer agent for the Common Shares an opinion of counsel in form and substance reasonably acceptable to enCore, to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act.

(Signature Pages to follow)

Ex 2-9

	Maker:

	ENCORE ENERGY U.S. CORP.

	By:
	Name:	[●]
	Title:	[●]

	[EFR ALTA MESA LLC]⁴

	By:
	Name:	[●]
	Title:	[●]

	LEONCITO PLANT, L.L.C.

	By:
	Name:	[●]
	Title:	[●]

	LEONCITO RESTORATION, L.L.C.

	By:
	Name:	[●]
	Title:	[●]

	LEONCITO PROJECT, L.L.C.

	By:
	Name:	[●]
	Title:	[●]

	enCore:

	ENCORE ENERGY CORP.

	By:
	Name:	[●]
	Title:	[●]

⁴	[NTD: Name to change at closing.]

	Payee:

	EFR WHITE CANYON CORP.

	By:
	Name:	[●]
	Title:	[●]

Exhibit A

Notice of Conversion

(To be executed by the Payee in order to convert principal of the Note)

[Date]

enCore Energy U.S. Corp.

101 N. Shoreline Blvd., Suite 450
Corpus Christi, TX 78401

Attention: Paul Goranson

Re:

Secured Convertible Promissory Note due [________] [__], [_____], jointly issued and made by enCore Energy US Corp., a Nevada corporation, [EFR Alta Mesa LLC], a Texas limited liability company, Leoncito Plant, L.L.C., a Texas limited liability company, Leoncito Restoration, L.L.C., a Texas limited liability company, and Leoncito Project, L.L.C., a Texas limited liability company.

Please find enclosed the above referenced Secured Convertible Promissory Note (the “Note”). The undersigned hereby elects to convert [all / $[_____________]] of the outstanding principal of the Note into Common Shares in accordance with the terms and conditions set forth in the Note. Please deliver such Common shares in accordance with the delivery instructions set forth below.

The undersigned hereby represents and warrants to enCore that as at the date hereof, the undersigned beneficially owns or has control or direction over, directly or indirectly, [______________] Common Shares, and agrees and acknowledges that that pursuant to the terms of the Note, the principal amount of the Note to be so converted may be reduced to the minimum extent necessary to avoid exceeding the Conversion Limit.

Capitalized terms used but not defined in this notice have the respective meanings given to such terms in the Note.

Delivery Instructions:

[select physical or electronic delivery as set forth below]

[The undersigned hereby requests that physical certificates representing such Common Shares be delivered to:

[insert name and address]]

[The undersigned hereby requests that such Common Shares be delivered by electronic transmission to its prime broker as follows:

[insert brokerage account information]]

	[NAME]

	By:
	Name:
	Title:

Schedule A

Permitted Debt

[to come]

Schedule B

Permitted Liens

[to come from enCore: other necessary permitted liens]

(a)

Liens imposed by law for taxes and assessments or governmental charges or levies that are not yet due or are being contested in good faith;

(b)

carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlord’s and other like Liens imposed by law, arising in the ordinary course of business and security obligations that are not overdue by more than thirty (30) days or are being contested in good faith;

(c)

pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations;

(d)

deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

(e)

easements, zoning restrictions, use restrictions, rights of way and similar encumbrances or title defects, survey exceptions and similar Liens on real property imposed by law or arising in the ordinary course of business that do not secure any past due monetary obligations and that do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the enCore or any of its subsidiaries;

(f)

rights reserved to or vested in any municipality or public authority by the terms of any right, power, franchise, grant, license or permit, or by any provision of law, to terminate such right, power, franchise, grant, license or permit or to purchase or recapture or to designate a purchaser of any of the property of such Person;

(g)

any landlords’ Lien on fixtures or movable property located on premises leased by such Person in the ordinary course of business so long as the rent secured thereby is not in default, together with all proceeds thereof, including insurance proceeds;

(h)

(i) Liens created by or resulting from any litigation or legal proceeding that is currently being contested in good faith by appropriate proceedings and (ii) Liens arising in connection with judgments, only to the extent, in each case, under clauses (i) and (ii) for an amount and for a period not resulting in an Event of Default with respect thereto;

(i)

any interest or title of a lessor under any operating lease entered into by enCore or any of its subsidiaries in the ordinary course of business;

(j)

Liens created in the ordinary course of business in favor of banks and other financial institutions over credit balances of any bank accounts, commodity trading accounts or other brokerage accounts held at such banks or financial institutions, as the case may be, in the ordinary course of business;

(k)

Liens securing obligations under this Note or any of the other Loan Documents;

EXHIBIT 3

PLEDGE AGREEMENT

ATTACHED TO AND MADE A PART OF THAT CERTAIN MEMBERSHIP INTEREST PURCHASE AGREEMENT DATED NOVEMBER 13, 2022, BY AND AMONG EFR WHITE CANYON CORP., ENCORE ENERGY CORP., AND ENCORE ENERGY US CORP.

Ex 3-1

FORM PLEDGE AGREEMENT

This PLEDGE AGREEMENT (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made and entered into as of [___] ___, 2022 by ENCORE ENERGY US CORP., a Nevada corporation (the “Pledgor”), in favor of EFR WHITE CANYON CORP., a Delaware corporation (together with its successors and permitted assigns, “Secured Party” or “Lender”).

Recitals

A. Pledgor, [EFR Alta Mesa LLC], a Texas limited liability company (“Alta Mesa”), Leoncito Plant, L.L.C., a Texas limited liability company (“Plant”), Leoncito Restoration, L.L.C., a Texas limited liability company (“Restoration”), and Leoncito Project, L.L.C., a Texas limited liability company (“Project” and, together with Pledgor, Alta Mesa, Plant, and Restoration, individually and collectively, as the context requires, the “Maker”), has delivered to Lender a Secured Promissory Note dated as of the date hereof (as the same may hereafter be amended, restated, or otherwise modified from time to time, the “Note”) pursuant to which Lender has agreed to extend to Maker certain credit accommodations consisting of a loan or loans in the stated principal amount of $60,000,000 (collectively, the “Loan”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Note.

B. Lender is willing to provide the Loan, but only upon the execution and delivery by Pledgor of this Agreement and the other Loan Documents.

C. This Agreement is given by the Pledgor in favor of Secured Party to secure the payment and performance of all of the Secured Obligations (as defined herein).

D. It is a condition to the obligations of Secured Party to make the Loan under the Note that the Pledgor execute and deliver this Agreement.

Agreement

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions.

(a) Unless otherwise specified herein, all references to Sections and Schedules herein are to Sections and Schedules of this Agreement.

(b) Unless otherwise defined herein, terms used herein that are defined in the UCC shall have the meanings assigned to them in the UCC. However, if a term is defined in Article 9 of the UCC differently than in another Article of the UCC, the term has the meaning specified in Article 9.

“Collateral” has the meaning set forth in Section 2.

“Event of Default” means (i) any “Event of Default” as defined under the Note, or (ii) any breach by Pledgor of any warranty, representation, or covenant set forth herein.

Ex 3-2

“Pledged Equity” means 100% or all capital stock, shares, membership interests, units, voting interests, management rights and other beneficial interests or other equity ownership interests in Alt Mesa and owned by Pledgor from time to time, including any options or other rights entitling Pledgor to purchase or acquire any such equity interest.

“Proceeds” means “proceeds” as such term is defined in Section 9-102 of the UCC and, in any event, shall include, without limitation, all dividends or other income from the Pledged Equity, collections thereon or distributions with respect thereto.

“Secured Obligations” has the meaning set forth in Section 3.

“UCC” means the Uniform Commercial Code as the same may from time to time be in effect in the State of [Texas] (and each reference in this Agreement to an Article thereof shall refer to that Article as from time to time in effect, which shall include and refer to Article 9 of the UCC); provided, however, in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of Secured Party’s security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of [Texas], the term “UCC” shall mean the Uniform Commercial Code (including the Articles thereof) as in effect at such time in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of definitions related to such provisions.

2. Pledge. The Pledgor hereby pledges, assigns and grants to Secured Party, and hereby creates a continuing first priority lien and security interest in favor of Secured Party in and to all of its right, title and interest in and to the following, wherever located, whether now existing or hereafter from time to time arising or acquired (collectively, the “Collateral”):

(a) the Pledged Equity;

(b) all right, title and interest of Pledgor in, to and under the organizational documents of the issuer of the Pledged Equity or any other agreement or instrument relating to the Pledged Equity, including, without limitation, (i) all rights of the Pledgor to receive moneys or distributions with respect to the Pledged Equity due and to become due under or pursuant to such organizational documents, any other constituent document or otherwise, whether as contractual obligations or otherwise, (ii) all rights of Pledgor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Pledged Equity, (iii) all claims of Pledgor for damages arising out of or for breach of or default under the such organizational documents, (iv) any right of Pledgor to perform under such organizational documents and to compel performance and otherwise exercise all rights and remedies thereunder, and (v) all of the right, title and interest of Pledgor as a member to participate in the operation or management of the issuer of the Pledged Equity and all of Pledgor’s ownership interests under such organizational documents;

(c) all of Pledgor’s interest in any “securities,” “accounts,” “general intangibles,” “instruments” and “investment property” (in each case as defined in the UCC) constituting or relating to the foregoing; and

(d) all Proceeds and products of the foregoing, all books and records relating to the foregoing, all supporting obligations related thereto, and all accessions to, substitutions and replacements for, and profits and products of, each of the foregoing, and any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to the Pledgor from time to time with respect to any of the foregoing.

Ex 3-3

3. Secured Obligations. The Collateral secures the payment and performance of the obligations of the Maker from time to time under the Note, the obligations of the Pledgor from time to time arising under this Agreement and the other Loan Documents to which Pledgor is a party, the obligations of any other party (other than Secured Party) from time to time arising under the Loan Documents, all other agreements, duties, indebtedness, obligations and liabilities of any kind of Maker and any other party (other than Secured Party) under, out of, or in connection with the other Loan Documents or any other document made, delivered or given in connection with any of the foregoing, in each case, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether allowed in any bankruptcy, insolvency, receivership or other similar proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several (all such obligations, liabilities, sums and expenses set forth in Section 3 being herein collectively called the “Secured Obligations”).

4. Perfection of Pledge.

(a) The Pledgor shall, from time to time, as may be required by Secured Party with respect to all Collateral, take all actions as may be requested by Secured Party to perfect the security interest of Secured Party in the Collateral, including, without limitation, with respect to all Collateral over which control may be obtained within the meaning of Section 8-106 of the UCC, the Pledgor shall take all actions as may be requested from time to time by Secured Party so that control of such Collateral is obtained and at all times held by Secured Party. All of the foregoing shall be at the sole cost and expense of the Pledgor.

(b) The Pledgor hereby irrevocably authorizes Secured Party at any time and from time to time to file in any relevant jurisdiction any financing statements and amendments thereto that contain the information required by Article 9 of the UCC of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Collateral. The Pledgor agrees to provide all information required by Secured Party pursuant to this Section promptly to Secured Party upon request.

5. Representations and Warranties. The Pledgor represents and warrants as follows:

(a) The Pledged Equity have been duly authorized and validly issued, and are fully paid and subject to no options to purchase or similar rights.

(b) At the time the Collateral becomes subject to the lien and security interest created by this Agreement, the Pledgor will be the sole, direct, legal and beneficial owner thereof, free and clear of any lien, security interest, encumbrance, claim, option or right of others except for the security interest created by this Agreement and any lien permitted under the Note.

(c) The pledge of the Collateral pursuant to this Agreement creates a valid and perfected first priority security interest in the Collateral, securing the payment and performance when due of the Secured Obligations.

(d) It has full power, authority and legal right to pledge the Collateral pursuant to this Agreement.

(e) Each of this Agreement and the other Loan Documents to which Pledgor is a party has been duly authorized, executed and delivered by the Pledgor and constitutes a legal, valid and binding obligation of the Pledgor enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to equitable principles (regardless of whether enforcement is sought in equity or at law).

Ex 3-4

(f) No authorization, approval, or other action by, and no notice to or filing with, any governmental authority, regulatory body or any other entity is required for the pledge by the Pledgor of the Collateral pursuant to this Agreement or for the execution and delivery by the Pledgor of this Agreement or the other Loan Documents to which Pledgor is a party or the performance by the Pledgor of its obligations thereunder.

(g) The execution and delivery of this Agreement and the other Loan Documents to which Pledgor is a party and the performance by the Pledgor of its obligations thereunder, will not violate any provision of any applicable law or regulation or any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, applicable to the Pledgor or any of its property, or Pledgor is party or by which its or its property is bound.

(h) Upon request by Secured Party, the Pledgor will take all action required on its part for control (as defined in Section 8-106 of the UCC) to have been obtained by Secured Party over all Collateral with respect to which such control may be obtained pursuant to the UCC. No person other than Secured Party may have control or possession of all or any part of the Collateral.

(i) Pledgor’s mailing address, and the location of its place of business (if it has only one) or its chief executive office (if it has more than one place of business), are disclosed in Exhibit A. Pledgor has no other places of business except those set forth in Exhibit A.

6. Dividends and Voting Rights.

(a) Secured Party agrees that unless an Event of Default shall have occurred and be continuing, the Pledgor may, to the extent the Pledgor has such right as a holder of the Pledged Equity, vote and give consents, ratifications and waivers with respect thereto, except to the extent that, any such vote, consent, ratification or waiver would result in any violation of any provision of the Note or this Agreement.

(b) Secured Party agrees that the Pledgor may, unless an Event of Default shall have occurred and be continuing, receive and retain all distributions with respect to the Pledged Equity.

(c) Notwithstanding any of the foregoing to the contrary, Pledgor shall not receive and retain any (i) dividends and interest paid or payable other than in cash in respect of Pledged Equity, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Equity, (ii) dividends and other distributions paid or payable in cash in respect of such Pledged Equity in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer or (iii) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, Pledged Equity and all rights to such distributions shall remain subject to the lien and security interest created by this Agreement. Any sums paid to Pledgor upon or in respect of the Pledged Equity upon the liquidation or dissolution of an issuer shall be paid over to Secured Party to be held by it hereunder as additional security for the Secured Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Equity or any property shall be distributed upon or with respect to the Pledged Equity pursuant to the recapitalization or reclassification of the capital of the issuer or pursuant to the reorganization thereof, the property so distributed shall be delivered to Secured Party to be held by it, subject to the terms hereof, as additional security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Equity shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to Secured Party, hold such money or property in trust for Secured Party, segregated from other funds of Pledgor, as additional security for the Secured Obligations.

Ex 3-5

7. Further Assurances.

(a) The Pledgor shall, at its own cost and expense, defend title to the Collateral and the first priority lien and security interest of Secured Party therein against the claim of any person claiming against or through the Pledgor and shall maintain and preserve such perfected first priority security interest for so long as this Agreement shall remain in effect.

(b) The Pledgor agrees that at any time and from time to time, at the expense of the Pledgor, the Pledgor will promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary, or that Secured Party may reasonably request, in order to perfect and protect any security interest granted hereby or to enable Secured Party to exercise and enforce its rights and remedies hereunder or under any other agreement with respect to any Collateral.

8. Transfers and Other Liens. The Pledgor agrees that it will not sell, offer to sell, dispose of, convey, assign or otherwise transfer, grant any option with respect to, restrict, or grant, create, permit or suffer to exist any mortgage, pledge, lien, security interest, option, right of first offer, encumbrance or other restriction or limitation of any nature whatsoever on, any of the Collateral or any interest therein except as expressly provided for herein or with the prior written consent of Secured Party.

9. Secured Party Appointed Attorney-in-Fact. The Pledgor hereby appoints Secured Party the Pledgor’s attorney-in-fact, with full authority in the place and stead of the Pledgor and in the name of the Pledgor or otherwise, from time to time during the continuance of an Event of Default in Secured Party’s discretion to take any action and to execute any instrument which Secured Party may deem necessary to accomplish the purposes of this Agreement, including, without limitation, to receive, endorse and collect all instruments made payable to the Pledgor representing any dividend, interest payment or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same (but Secured Party shall not be obligated to and shall have no liability to the Pledgor or any third party for failure to do so or take action). Such appointment, being coupled with an interest, shall be irrevocable. The Pledgor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof.

10. Secured Party May Perform. If the Pledgor fails to perform any obligation contained in this Agreement and a Default results therefrom and is continuing, Secured Party may itself perform, or cause performance of, such obligation, and the expenses of Secured Party incurred in connection therewith shall be payable by the Pledgor; provided that Secured Party shall not be required to perform or discharge any obligation of the Pledgor.

11. Reasonable Care. Secured Party shall have no duty with respect to the care and preservation of the Collateral beyond the exercise of reasonable care. Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which Secured Party accords its own property, it being understood that Secured Party shall not have any responsibility for (a) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not Secured Party has or is deemed to have knowledge of such matters, or (b) taking any necessary steps to preserve rights against any parties with respect to any Collateral. Nothing set forth in this Agreement, nor the exercise by Secured Party of any of the rights and remedies hereunder, shall relieve the Pledgor from the performance of any obligation on the Pledgor’s part to be performed or observed in respect of any of the Collateral.

Ex 3-6

12. Remedies Upon Default. If any Event of Default shall have occurred and be continuing:

(a) Secured Party may, without any other notice to or demand upon the Pledgor, assert all rights and remedies of a secured party under the UCC or other applicable law, including, without limitation, the right to take possession of, hold, collect, sell, lease, deliver, grant options to purchase or otherwise retain, liquidate or dispose of all or any portion of the Collateral. If notice prior to disposition of the Collateral or any portion thereof is necessary under applicable law, written notice mailed to the Pledgor at its notice address as provided in Section 16 hereof ten days prior to the date of such disposition shall constitute reasonable notice, but notice given in any other reasonable manner shall be sufficient. So long as the sale of the Collateral is made in a commercially reasonable manner, Secured Party may sell such Collateral on such terms and to such purchaser(s) as Secured Party in its absolute discretion may choose, without assuming any credit risk and without any obligation to advertise or give notice of any kind other than that necessary under applicable law. Without precluding any other methods of sale, the sale of the Collateral or any portion thereof shall have been made in a commercially reasonable manner if conducted in conformity with reasonable commercial practices of creditors disposing of similar property in compliance with the UCC and other applicable laws. At any sale of the Collateral, if permitted by applicable law, Secured Party may be the purchaser, licensee, assignee or recipient of the Collateral or any part thereof and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold, assigned or licensed at such sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price of the Collateral or any part thereof payable at such sale. To the extent permitted by applicable law, the Pledgor waives all claims, damages and demands it may acquire against Secured Party arising out of the exercise by Secured Party of any rights hereunder. The Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Secured Obligations or otherwise. At any such sale, unless prohibited by applicable law, Secured Party or any custodian may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither Secured Party nor any custodian shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing, nor shall it be under any obligation to take any action whatsoever with regard thereto.

(b) All rights of the Pledgor to (i) exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 6(a) hereof and (ii) receive the dividends and other distributions which it would otherwise be entitled to receive and retain pursuant to Section 6(b) hereof, shall immediately cease, and all such rights shall thereupon become vested in Secured Party, which shall have the sole right to receive and hold such dividends and other distributions as Collateral and to exercise such voting and other consensual rights as if it were the absolute owner thereof. In furtherance of the foregoing, Pledgor hereby agrees to irrevocably appoint Secured Party as its proxy, and to execute such additional documents as are necessary to effect the same, pursuant to the organizational documents of any issuer of the Collateral.

(c) Any cash held by Secured Party as Collateral and all cash Proceeds received by Secured Party in respect of any sale of, collection from, or other realization upon all or any part of the Collateral shall be applied in whole or in part by Secured Party to the payment of expenses incurred by Secured Party in connection with the foregoing or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of Secured Party hereunder, including reasonable attorneys’ fees, and the balance of such proceeds shall be applied or set off against all or any part of the Secured Obligations in such order as Secured Party shall elect. Any surplus of such cash or cash Proceeds held by Secured Party and remaining after payment in full of all the Secured Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplus. The Pledgor shall remain liable for any deficiency if such cash and the cash Proceeds of any sale or other realization of the Collateral are insufficient to pay the Secured Obligations and the fees and other charges of any attorneys employed by Secured Party to collect such deficiency.

Ex 3-7

(d) If Secured Party shall determine to exercise its rights to sell all or any of the Collateral pursuant to this Section, the Pledgor agrees that, upon request of Secured Party, the Pledgor will, at its own expense, do or cause to be done all such acts and things as may be necessary to make such sale of the Collateral or any part thereof valid and binding and in compliance with applicable law.

13. No Waiver and Cumulative Remedies. Secured Party shall not by any act (except by a written instrument pursuant to Section 15 hereof), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. All rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies provided by law.

14. Security Interest Absolute. The Pledgor hereby waives demand, notice, protest, notice of acceptance of this Agreement, notice of loans made, credit extended, Collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any description. All rights of Secured Party and liens and security interests hereunder, and all Secured Obligations of the Pledgor hereunder, shall be absolute and unconditional irrespective of:

(a) any illegality or lack of validity or enforceability of any Secured Obligation or any related agreement or instrument;

(b) any change in the time, place or manner of payment of, or in any other term of, the Secured Obligations, or any rescission, waiver, amendment or other modification of any of the Loan Documents or any other agreement, including any increase in the Secured Obligations resulting from any extension of additional credit or otherwise;

(c) any taking, exchange, substitution, release, impairment or non-perfection of any Collateral or any other collateral, or any taking, release, impairment, amendment, waiver or other modification of any guaranty, for all or any of the Secured Obligations;

(d) any manner of sale, disposition or application of proceeds of any Collateral or any other collateral or other assets to all or part of the Secured Obligations;

(e) any default, failure or delay, willful or otherwise, in the performance of the Secured Obligations;

(f) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to, or be asserted by, the Pledgor against Secured Party; or

(g) any other circumstance (including, without limitation, any statute of limitations) or manner of administering the Loan or any existence of or reliance on any representation by Secured Party that might vary the risk of the Pledgor or otherwise operate as a defense available to, or a legal or equitable discharge of, the Pledgor or any other grantor, guarantor or surety.

15. Amendments. None of the terms or provisions of this Agreement may be amended, modified, supplemented, terminated or waived, and no consent to any departure by the Pledgor therefrom shall be effective unless the same shall be in writing and signed by Secured Party and the Pledgor, and then such amendment, modification, supplement, waiver or consent shall be effective only in the specific instance and for the specific purpose for which made or given.

Ex 3-8

16. Addresses For Notices. All notices and other communications provided for in this Agreement shall be in writing and shall be given in the manner and become effective as set forth in the Note, and addressed to the respective parties at their addresses as specified on the signature pages hereof or as to either party at such other address as shall be designated by such party in a written notice to each other party.

17. Continuing Security Interest; Further Actions. This Agreement shall create a continuing first priority lien and security interest in the Collateral and shall (a) subject to Section 18 hereof, remain in full force and effect until payment and performance in full of the Secured Obligations, (b) be binding upon the Pledgor, its successors and assigns, and (c) inure to the benefit of Secured Party and its successors, transferees and assigns; provided that the Pledgor may not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of Secured Party. Without limiting the generality of the foregoing clause (c), any assignee of Secured Party’s interest in any agreement or document which includes all or any of the Secured Obligations shall, upon assignment become vested with all the benefits granted to Secured Party herein with respect to such Secured Obligations.

18. Termination; Release. On the date on which all Loan and other Secured Obligations have been paid and performed in full, Secured Party will, at the request and sole expense of the Pledgor, (a) duly assign, transfer and deliver to or at the direction of the Pledgor (without recourse and without any representation or warranty) such of the Collateral as may then remain in the possession of Secured Party, together with any monies at the time held by Secured Party hereunder, and (b) execute and deliver to the Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement.

19. GOVERNING LAW. In all respects, including all matters of construction, validity and performance, this Security Agreement and the Secured Obligations arising hereunder shall be governed by, and construed and enforced in accordance with, the laws of the State of [Texas].

20. Counterparts. This Agreement and any amendments, waivers, consents or supplements hereto may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement. This Agreement and the other Loan Documents constitute the entire contract among the parties with respect to the subject matter hereof and supersede all previous agreements and understandings, oral or written, with respect thereto.

[The remainder of this page is intentionally left blank]

Ex 3-9

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

	Pledgor:

	ENCORE ENERGY US CORP.

	By
	Name:
	Title:

	Name:
	Title:
	Address for Notices:

	Secured Party:

	EFR WHITE CANYON CORP.

	By
	Name:
	Title:

	Name:
	Title:
	Address for Notices:

Acknowledged and Agreed to by:

[EFR ALTA MESA LLC]

By
Name:
Title:

PLEDGE AGREEMENT

Signature Page

EXHIBIT 4

FORM OF SECURITY AGREEMENT

ATTACHED TO AND MADE A PART OF THAT CERTAIN MEMBERSHIP INTEREST PURCHASE AGREEMENT DATED NOVEMBER 13, 2022, BY AND AMONG EFR WHITE CANYON CORP., ENCORE ENERGY CORP., AND ENCORE ENERGY US CORP.

Ex 4-1

FORM OF SECURITY AGREEMENT

This SECURITY AGREEMENT (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made and entered into as of [___________], 2022 by [EFR Alta Mesa LLC], a Texas limited liability company (“Alta Mesa”), Leoncito Plant, L.L.C., a Texas limited liability company (“Plant”), Leoncito Restoration, L.L.C., a Texas limited liability company (“Restoration”), and Leoncito Project, L.L.C., a Texas limited liability company (“Project” and, together with Alta Mesa, Plant, and Restoration, individually and collectively, as the context requires, the “Grantor”), in favor of EFR WHITE CANYON CORP., a Delaware corporation (together with its successors and permitted assigns, “Secured Party” or “Lender”).

RECITALS

A. Grantor, together with ENCORE ENERGY US CORP., a Nevada corporation (“Acquireco” and, together with Grantor, “Maker”), has delivered to Lender a Secured Promissory Note dated as of the date hereof (as the same may hereafter be amended, restated, or otherwise modified from time to time, the “Note”) pursuant to which Lender has agreed to extend to Maker certain credit accommodations consisting of a loan or loans in the stated principal amount of $60,000,000 (collectively, the “Loan”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Note.

B. This Agreement is given by the Grantor in favor of Secured Party to secure the payment and performance of all of the Secured Obligations (as defined herein).

C. It is a condition to the obligations of Secured Party to make the Loan under the Note that the Grantor execute and deliver this Agreement.

Agreement

1. Defined Terms. When used in this Agreement the following terms shall have the following meanings (such meanings being equally applicable to both the singular and plural forms of the terms defined):

“Article 9” means Article 9 of the UCC.

“Collateral” has the meaning assigned to such term in Section 2 hereof.

“Contracts” means all contracts (including any customer, vendor, supplier, service or maintenance contract), leases, licenses, undertakings, purchase orders, permits, franchise agreements or other agreements (other than any right evidenced by Chattel Paper, Documents or Instruments), whether in written or electronic form, in or under which Grantor now holds or hereafter acquires any right, title or interest, including, without limitation, with respect to an Account, any agreement relating to the terms of payment or the terms of performance thereof.

“Debt” means all present and future indebtedness of Grantor which may be, from time to time, directly or indirectly incurred by it including, but not limited to, any negotiable instruments evidencing the same, and all guaranties, debts, demands, monies, indebtedness, liabilities, and obligations owed or to become owing, including interest, principal, costs, and other charges, and all claims, rights, causes of action, judgments, decrees, remedies, security interests, or other obligations of any kind whatsoever and howsoever arising, whether voluntary, involuntary, absolute, contingent, or by operation of law.

Ex 4-2

“Event of Default” means (i) any “Event of Default” as defined under the Note, or (ii) any breach by Grantor of any warranty, representation, or covenant set forth herein.

“Excluded Property” has the meaning assigned to such term in Section 2 hereof.

“Indemnitee” shall have the meaning assigned to such term in Section 7.5 hereof.

“Lien” means any mortgage, lien, deed of trust, charge, pledge, security interest or other encumbrance.

“Permitted Lien” means: (a) Liens for taxes, fees, assessments or other governmental charges or levies, either not delinquent or being contested in good faith by appropriate proceedings, provided the same have no priority over any of Secured Party’s security interests; (b) Liens in favor of Secured Party; and (c) other Liens approved by Lender in writing.

“Secured Obligations” means, collectively, (i) the obligations of Grantor from time to time arising under this Agreement and the other Loan Documents to which it is a party, (ii) the obligations of any other party (other than Secured Party) from time to time arising under the Loan Documents, and (iii) all other agreements, duties, indebtedness, obligations and liabilities of any kind of Grantor and any other party (other than Secured Party) under, out of, or in connection with the other Loan Documents or any other document made, delivered or given in connection with any of the foregoing, in each case, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether allowed in any bankruptcy, insolvency, receivership or other similar proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, joint or several or fixed or otherwise and including fees, costs, attorneys’ fees and disbursements, reimbursement obligations, expenses and indemnities (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding).

“UCC” means the Uniform Commercial Code as the same may from time to time be in effect in the State of [Texas] (and each reference in this Agreement to an Article thereof shall refer to that Article as from time to time in effect, which shall include and refer to Article 9); provided, however, in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of Secured Party’s security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of [Texas], the term “UCC” shall mean the Uniform Commercial Code (including the Articles thereof) as in effect at such time in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of definitions related to such provisions.

In addition, unless otherwise defined herein, capitalized terms used in this Agreement that are defined in the UCC shall have the meanings assigned to them in the UCC. However, if a term is defined in Article 9 of the UCC differently than in another Article of the UCC, the term has the meaning specified in Article 9.

Ex 4-3

2. Grant of Security Interest. As collateral security for the full, prompt, complete and final payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all the Secured Obligations and in order to induce Secured Party to make the Loan, Grantor hereby assigns, conveys, mortgages, pledges, hypothecates and transfers to Secured Party, and hereby grants to Secured Party, a security interest in all of Grantor’s right, title and interest in, to and under the following, whether now owned or hereafter acquired, (all of which being collectively referred as the “Collateral”):

(a)

all Accounts;

(b)

all Equipment, Goods, Inventory and Fixtures;

(c)

all Documents, Instruments and Chattel Paper;

(d)

all Letters of Credit and Letter-of-Credit Rights;

(e)

all Investment Property;

(f) all Contracts, intellectual property and other General Intangibles, including all copyrights, trademarks, service marks, trade names and patents;

(g)

all money and all deposit accounts;

(h)

all books and records relating to the Collateral; and

(i) to the extent not covered by clauses (a) through (h) of this sentence, all other assets, personal property and rights of Grantor, whether tangible or intangible, all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, and any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to Grantor from time to time with respect to any of the foregoing.

Notwithstanding the foregoing provisions of this Section 2 hereof, the grant, assignment and transfer of a security interest as provided herein shall not extend to, and the term “Collateral” shall not include any (the following collectively referred to herein as “Excluded Property”): (i) permit or license or any contractual obligation entered into by Grantor (A) that prohibits or requires the consent of any person/entity other than Grantor which has not been obtained as a condition to the creation by Grantor of a Lien on any right, title or interest in such permit, license or contractual obligation or (B) to the extent that any applicable state or federal law prohibits the creation of a Lien thereon, but only, with respect to the prohibition in (A) and (B), to the extent, and for as long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the UCC or any other applicable law; and (ii) any “intent to use” trademark applications for which a statement of use has not been filed (but only until such statement is filed) to the extent that the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application or the resulting trademark registration under applicable United States federal law; provided, however, “Excluded Property” shall not include any proceeds, products, substitutions or replacements of Excluded Property (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Property).

Grantor hereby irrevocably authorizes Secured Party at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the UCC of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Collateral, including (i) whether Grantor is an organization, the type of organization and any organizational identification number issued to Grantor, and (ii) any financing or continuation statements or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by Grantor hereunder, without the signature of Grantor where permitted by law, including the filing of a financing statement describing the Collateral as “all assets now owned or hereafter acquired by the Grantor or in which the Grantor otherwise has rights”.

Ex 4-4

Grantor agrees to provide all information described in the immediately preceding sentence to Secured Party promptly upon request by Secured Party. Grantor hereby further authorizes Secured Party to file with the United States Patent and Trademark Office and the United States Copyright Office (and any successor office and any similar office in any United States state or other country) this Agreement, an Intellectual Property Security Agreement, and other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by Grantor hereunder, without the signature of Grantor where permitted by law, and naming Grantor as debtor, and Secured Party as secured party.

3. Representations and Warranties. Grantor hereby represents and warrants to Secured Party that:

(a) Except for the security interest granted to Secured Party under this Agreement and Permitted Liens, Grantor is the sole legal and equitable owner or, has the power to transfer each item of the Collateral in which it grants a security interest hereunder, having good and marketable title thereto or the power to transfer, free and clear of any and all Liens except for Permitted Liens.

(b) No effective security agreement, financing statement, equivalent security or other Lien instrument or continuation statement covering all or any part of the Collateral exists, except for Permitted Liens.

(c) This Agreement creates a legal and valid security interest on and in all of the Collateral and all filings and other actions necessary or desirable to perfect and protect such security interest have been duly taken. Accordingly, Secured Party has a fully perfected first priority security interest in all of the Collateral subject only to Permitted Liens. This Agreement will create a legal and valid and fully perfected first priority security interest in the Collateral in which Grantor later acquires rights, when Grantor acquires those rights subject only to Permitted Liens.

(d) Grantor shall take such further actions, and execute and/or deliver to the Secured Party such additional financing statements, amendments, assignments, agreements, supplements, powers and instruments, as Secured Party may in its reasonable judgment deem necessary or appropriate in order to perfect, preserve and protect the security interest in the Collateral as provided herein and the rights and interests granted to Secured Party hereunder, and enable Secured Party to exercise and enforce its rights, powers and remedies hereunder with respect to any Collateral, including the filing of any financing statements, continuation statements and other documents under the UCC (or other similar laws) in effect in any jurisdiction with respect to the security interest created hereby, the filing of a Intellectual Property Security Agreement with the United States Patent and Trademark Office and the United States Copyright Office, all in form reasonably satisfactory to Secured Party in such offices wherever required by law to perfect, continue and maintain a valid, enforceable, first priority security interest in the Collateral as provided herein and to preserve the other rights and interests granted to Secured Party hereunder, as against third parties, with respect to the Collateral. Without limiting the generality of the foregoing, but subject to applicable law, Grantor shall make, execute, endorse, acknowledge, file or refile and/or deliver to Secured Party from time to time upon reasonable request by Secured Party such lists, schedules, descriptions and designations of the Collateral, statements, copies of warehouse receipts, bills of lading, documents of title, vouchers, invoices, schedules, confirmatory assignments, supplements, additional security agreements, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments as Secured Party shall reasonably request. If an Event of Default has occurred, Secured Party may institute and maintain, in its own name or in the name of Grantor, such suits and proceedings as Secured Party may deem or be advised by counsel to be necessary or expedient to prevent any impairment of the security interest in or the perfection thereof in the Collateral. All of the foregoing shall be at the sole cost and expense of Grantor.

Ex 4-5

(e) Grantor (i) is duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its formation, (ii) is duly qualified as a foreign corporation or other organization and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (iii) is in compliance with all applicable laws.

(f) Grantor has the power and authority, and the legal right, to own or lease and operate its property, and to carry on the business as now conducted and as proposed to be conducted, and to execute, deliver and perform the Loan Documents. Grantor has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents. No consent or authorization of, filing with, notice to or other act by, or in respect of, any governmental authority or any other person/entity is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents. Each of the Loan Documents has been duly executed and delivered by Grantor.

(g) This Agreement constitutes, and each of the other Loan Documents when delivered hereunder will constitute, a legal, valid and binding obligation of Grantor, enforceable against Grantor in accordance with its terms.

(h) On the date hereof, Grantor’s type of organization, jurisdiction of organization, legal name, Federal Taxpayer Identification Number, organizational identification number (if any) and chief executive office or principal place of business are reflected on Exhibit A hereto.

4. Covenants. Grantor covenants and agrees with Secured Party that from and after the date of this Agreement and until the Secured Obligations have been performed and paid in full:

4.1 Disposition of Collateral. Grantor shall not sell, lease, transfer or otherwise dispose of any of the Collateral, or attempt or contract to do so, other than the sale of Inventory and the disposal of worn-out or obsolete Equipment, all in the ordinary course of Grantor’s business, without the prior written consent of the Secured Party.

4.2 Insurance. Grantor shall maintain insurance policies insuring the Collateral against loss or damage from such risks and in such amounts and forms and with such companies as are customarily maintained by businesses similar to Grantor. In the event that the proceeds of any insurance claim are paid to Grantor after during the existence of an Event of Default, such proceeds shall be held in trust for the benefit of Secured Party and immediately after receipt thereof shall be paid to Secured Party for application against the Secured Obligations in the order as Secured Party determines in its sole discretion.

4.3 Taxes, Assessments, Etc. Grantor shall pay promptly when due all property and other taxes, assessments and government charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against the Collateral, except to the extent the validity thereof is being contested in good faith and adequate reserves are being maintained in connection therewith.

4.4 Maintenance of Collateral and Records. Grantor shall, at its own cost and expense, defend title to the Collateral and Secured Party’s first priority security interest and Lien with respect thereto against all claims and demands of all persons/entities at any time claiming any interest therein adverse to Secured Party other than Permitted Liens. Except as expressly permitted by this Agreement or the other Loan Documents, there is no agreement, order, judgment or decree, and Grantor shall not enter into any agreement or take any other action, that could reasonably be expected to restrict the transferability of any of the Collateral or otherwise impair or conflict with Grantors’ obligations or the rights of the Secured Party hereunder without the prior written consent of the Secured Party. Grantor shall keep and maintain at its own cost and expense satisfactory and complete records of the Collateral.

Ex 4-6

4.5 Liens; Financing Statements. Grantor shall not (a) create or permit to exist and Liens on the Collateral, other than the Permitted Liens or (b) execute, authorize or permit to be filed in any recording office any financing statement or other instrument similar in effect covering all or any part of the Collateral or listing such Grantor as debtor with respect to all or any part of the Collateral, except financing statements and other instruments filed in respect of Permitted Liens or such instruments filed with the prior written consent of the Secured Party.

4.6 Changes in Name, Jurisdiction of Organization, Etc. Grantor shall not, except upon not less than 30 days’ prior written notice, or such lesser notice period agreed to by Secured Party, to Secured Party, and delivery to Secured Party of all additional financing statements, information and other documents reasonably requested by Secured Party to maintain the validity, perfection and priority of the security interests provided for herein:

(i) change its legal name, identity, type of organization or corporate structure; provided, however, that Secured Party is deemed to have proper notice under this Section 4.6 of the legal name change of Alta Mesa to [•]¹ to occur after the date hereof;

(ii) change the location of its chief executive office or its principal place of business;

(iii) change its Federal Taxpayer Identification Number or organizational identification number (if any); or

(iv) change its jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, organizing, dissolving, liquidating, reincorporating or incorporating in any other jurisdiction).

4.7 Compliance with Law; Inspection of Collateral. Grantor shall comply with all material requirements of law applicable to the Collateral. Grantor has at all times operated, and shall continue to operate, its business in compliance with all material and applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances. Grantor shall keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon. Grantor shall permit Secured Party, or its designee, to inspect the Collateral at any reasonable time during normal business hours, wherever located upon at least two (2) days prior written notice; provided in no event shall Secured Party inspect the collateral more than one (1) time in any calendar year unless an Event of Default has occurred and is continuing.

5. Rights and Remedies Upon Default.

(a) Upon any Event of Default while such Event of Default is continuing, Secured Party may exercise in addition to all other rights and remedies granted to it under this Agreement and any other of the Loan Documents and under any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC including without limitation:

(i) requiring Grantor to, and Grantor hereby agrees that it will at its expense and upon request of Secured Party immediately, assemble the Collateral or any part thereof, as directed by Secured Party and make it available to Secured Party at a place and time to be designated by Secured Party;

¹	Name to be inserted at Closing.

Ex 4-7

(ii) without notice except as specified below, selling, reselling, assigning and delivering or granting a license to use or otherwise disposing of the Collateral or any part thereof, in one or more parcels at public or private sale, at any of Secured Party’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Secured Party may deem commercially reasonable;

(iii) occupying any premises owned or leased by Grantor where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to Grantor in respect of such occupation; and

(iv) exercising any and all rights and remedies of Grantor under or in connection with the Collateral, or otherwise in respect of the Collateral, including without limitation, (A) any and all rights of Grantor to demand or otherwise require payment of any amount under, or performance of any provision of, the Contracts and the other Collateral, (B) withdraw, or cause or direct the withdrawal, of all funds with respect to the deposit accounts, (C) exercise all other rights and remedies with respect to the Contracts and the other Collateral.

Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. At any sale of the Collateral, if permitted by applicable law, Secured Party may be the purchaser, licensee, assignee or recipient of the Collateral or any part thereof and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold, assigned or licensed at such sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price of the Collateral or any part thereof payable at such sale. To the extent permitted by applicable law, Grantor waives all claims, damages and demands it may acquire against Secured Party arising out of the exercise by it of any rights hereunder. Grantor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Secured Obligations or otherwise. Secured Party shall not be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall it be under any obligation to take any action with regard thereto. Secured Party shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefore, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

(b) The Proceeds of any sale, disposition or other realization upon all or any part of the Collateral shall be distributed by Secured Party in the following order of priorities:

FIRST, to Secured Party in an amount sufficient to pay in full the reasonable costs of Secured Party in connection with such sale, disposition or other realization, including all reasonable fees, costs, expenses, liabilities and advances incurred or made by Secured Party in connection therewith, including, without limitation, reasonable attorneys’ fees;

SECOND, to Secured Party in an amount equal to the then unpaid Secured Obligations; and

Ex 4-8

FINALLY, upon payment in full of the Secured Obligations, to Grantor or its representatives, in accordance with the UCC or as a court of competent jurisdiction may direct.

6. Reinstatement. This Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against Grantor for liquidation or reorganization, should Grantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of Grantor’s property and assets, and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Secured Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Secured Obligations, whether as a “voidable preference,” “fraudulent conveyance,” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Secured Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

7. Miscellaneous.

7.1 No Waiver; Cumulative Remedies; Power of Attorney. Secured Party shall not by any act, delay, omission or otherwise be deemed to have waived any of its rights or remedies hereunder, nor shall any single or partial exercise of any right or remedy hereunder on any one occasion preclude the further exercise thereof or the exercise of any other right or remedy. The rights and remedies hereunder provided are cumulative and may be exercised singly or concurrently, and are not exclusive of any rights and remedies provided by law. None of the terms or provisions of this Agreement may be waived, altered, modified or amended except by an instrument in writing, duly executed by Grantor and Secured Party. Grantor hereby appoints Secured Party as its attorney-in-fact, with full power and authority in the place and stead of Grantor and in the name of Grantor, or otherwise, from time to time during the existence of an Event of Default in Secured Party’s discretion to take any action and to execute any instrument consistent with the terms of this Agreement and the other Loan Documents which Secured Party may deem necessary or advisable to accomplish the purposes hereof (but Secured Party shall not be obligated to and shall have no liability to Grantor or any third party for failure to so do or take action). Secured Party shall use commercially reasonable efforts to provide notice to Grantor prior to taking any action taken in the preceding sentence, provided that failure to deliver such notice shall not limit Secured Party’s right to take such action or the validity of any such action. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

7.2 Termination of this Agreement. This Agreement shall terminate upon the payment and performance in full of the Secured Obligations. Upon termination of the Security Agreement in accordance with the preceding sentence, at the request and cost of Grantor, the Secured Party shall file a termination of any financing statements with appropriate regulatory agencies.

7.3 Successor and Assigns. This Agreement and all obligations of Grantor hereunder shall be binding upon the successors and assigns of Grantor, and shall, together with the rights and remedies of Secured Party hereunder, inure to the benefit of Secured Party, any future holder of any of the indebtedness and their respective successors and assigns; provided that, Grantor shall not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of Secured Party and any attempted assignment or transfer without such consent shall be null and void. No sales of participations, other sales, assignments, transfers or other dispositions of any agreement governing or instrument evidencing the Secured Obligations or any portion thereof or interest therein shall in any manner affect the Lien granted to Secured Party hereunder.

Ex 4-9

7.4 Modifications. None of the terms or provisions of this Agreement may be amended, modified, supplemented, terminated or waived, and no consent to any departure by Grantor therefrom shall be effective, except by a written consent by Secured Party. Any amendment, modification or supplement of any provision hereof, any waiver of any provision hereof and any consent to any departure by Grantor from the terms of any provision hereof in each case shall be effective only in the specific instance and for the specific purpose for which made or given.

7.5 Indemnifications; Waiver; Expenses. Grantor shall indemnify and hold harmless Secured Party and each of Secured Party’s officers, managers, directors, members and agents (each such person together with Secured Party being called an “Indemnitee”) from any losses, damages, liabilities, claims and related expenses (including the fees and expenses of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any person/entity arising out of, in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement) or any failure of any Secured Obligations to be the legal, valid, and binding obligations of Grantor enforceable against Grantor in accordance with their terms, whether brought by a third party or by Grantor, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. To the fullest extent permitted by applicable law, Grantor hereby agrees not to assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other of the Loan Documents or any agreement or instrument contemplated hereby or the transactions contemplated hereby or thereby. No Indemnitee shall be liable for any damages arising from the use of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby by unintended recipients. Grantor agrees to pay or reimburse Secured Party for all its costs and expenses incurred in collecting against Grantor its Secured Obligations or otherwise enforcing or preserving any rights under this Agreement and the other of the Loan Documents, including the fees and other charges of counsel.

7.6 Notices. All notices and other communications provided for in this Agreement shall be in writing and shall be given in the manner and become effective as set forth in the Note, and addressed to the respective parties at their addresses as specified on the signature pages hereof or as to either party at such other address as shall be designated by such party in a written notice to each other party.

7.7 Severability of Provisions. Any provision hereof which is invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without invalidating the remaining provisions hereof or affecting the validity, legality or enforceability of such provision in any other jurisdiction.

7.8 Counterparts; Integration; Effectiveness. This Agreement and any amendments, waivers, consents or supplements hereto may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all taken together shall constitute a single contract. This Agreement and the Loan Documents constitute the entire contract among the parties with respect to the subject matter hereof and supersede all previous agreements and understandings, oral or written, with respect thereto. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement.

7.9 Governing Law. In all respects, including all matters of construction, validity and performance, this Agreement and the Secured Obligations arising hereunder shall be governed by, and construed and enforced in accordance with, the laws of the State of [Texas].

[The remainder of this page is intentionally left blank]

Ex 4-10

In Witness Whereof, each of the parties hereto has caused this Agreement to be executed and delivered by its duly authorized officer on the date first set forth above.

GRANTOR:	[EFR ALTA MESA LLC]

	By
	Name:
	Title:

	LEONCITO PLANT, L.L.C.

	By
	Name:
	Title:

	LEONCITO RESTORATION, L.L.C.

	By
	Name:
	Title:

	LEONCITO PROJECT, L.L.C.

	By
	Name:
	Title:

Secured Party:	EFR WHITE CANYON CORP.

	By
	Name:
	Title:

SECURITY AGREEMENT

Signature Page

EXHIBIT 5

FORM OF FEE DEED OF TRUST

ATTACHED TO AND MADE A PART OF THAT CERTAIN MEMBERSHIP INTEREST PURCHASE AGREEMENT DATED NOVEMBER 13, 2022, BY AND AMONG EFR WHITE CANYON CORP., ENCORE ENERGY CORP., AND ENCORE ENERGY US CORP.

Ex 5-1

Notice of Confidentiality rights: If you are a natural person, you may remove or strike any or all of the following information from this instrument before it is filed for record in the public records: your social security number or your driver's license number.

RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

Dorsey & Whitney LLP
200 Crescent Court, Suite 1600
Dallas, TX 75201
Attention: Steven Smith

A.P.N. _______________

SPACE ABOVE THIS LINE RESERVED FOR RECORDER’S USE

LEONCITO PLANT, L.L.C.,

as trustor (Trustor)

STEVEN R. SMITH,

as trustee (Trustee)

for the benefit of

EFR WHITE CANYON CORP., as beneficiary (Beneficiary)

DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS,
SECURITY AGREEMENT, FINANCING STATEMENT, AND FIXTURE FILING

	Dated:	As of ______ _______, 2022

	Location:	________________________

		________________________
	County:	Brooks County

Ex 5-2

DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT, FINANCING STATEMENT, AND FIXTURE FILING

This Deed of Trust, Assignment of Leases and Rents, Security Agreement, Financing Statement, and Fixture Filing (as amended, restated, supplemented, renewed, extended, or otherwise modified from time to time, this “Deed of Trust”), dated as of , 2022, is made by Leoncito Plant L.L.C., a Texas limited liability company, having an address at c/o encore Energy Corp., 101 N. Shoreline, Corpus Christi, Texas 78401 (the “Grantor”) in favor of Steven R. Smith, an individual, c/o Dorsey & Whitney LLP, 200 Crescent Court, Suite 1600, Dallas, Texas 75201, (together with all substitute and successor trustee(s) under this Deed of Trust, the “Trustee”), for the benefit of EFR WHITE CANYON CORP., a Delaware corporation, having an address at c/o Energy Fuels Inc., 225 Union Blvd., Suite 600, Lakewood, Colorado 80228, Attn: David Frydenlund, (together with its successors and assigns, “Beneficiary”).

RECITALS

On , 2022, [Grantor; Encore Energy US Corp., a Nevada corporation; [EFR Alta Mesa, LLC], a Texas limited liability company; Leoncito Restoration, L.L.C, a Texas limited liability company; and Leoncito Project, L.L.C. a Texas limited liability company (collectively the “Borrowers”)] executed that certain Secured Convertible Promissory Note made payable to Beneficiary in the amount of $60,000,000 (as amended, restated, supplemented, renewed, extended, or otherwise modified from time to time, the “Note”);

B.	It is a condition of the obligation of the Beneficiary to extend credit to the Borrower under the Note and the other Loan Documents (defined below) that Grantor execute and deliver this Deed of Trust for the benefit of Beneficiary;

C.	Grantor will receive substantial benefit from the execution, delivery, and performance of the Note and the other Loan Documents and is, therefore, willing to grant this Deed of Trust; and

D.	Grantor is the owner of certain fee surface and mineral interests in the Land (defined below) and Improvements (defined below).

AGREEMENT

NOW THEREFORE, in consideration of the recitals and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, and in order to secure the due and punctual payment and performance of all of the Secured Obligations (defined below) as and when the same become due and payable, Grantor represents, warrants, covenants, and agrees for the benefit of Beneficiary as follows:

ARTICLE I

DEFINITIONS

For purposes of this Deed of Trust, the following terms have the following meanings. Capitalized terms used in this Deed of Trust without definition have the meanings ascribed to such terms in the Note.

“Assignment Exercise Notice” has the meaning set forth in Section 3.02.

“Beneficiary” has the meaning set forth in the introductory paragraph.

Ex 5-3

“Borrower” has the meaning set forth in the Recitals.

“Compliance Notice” has the meaning set forth in Section 6.10.

“Debtor” has meaning set forth in Section 4.02.

“Deed of Trust” has the meaning set forth in the introductory paragraph.

“Event of Default” has the meaning set forth in the Note.

“Excluded Property” has the meaning set forth in the Security Agreement.

“Fixtures and Equipment” has the meaning set forth in Section 2.01(b).

“Grantor” have the meaning set forth in the introductory paragraph.

“Guaranty Agreement” means that certain Guaranty Agreement dated as of the date hereof by enCore Energy Corp., a British Columbia corporation, in favor of Beneficiary, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

“Improvements” has the meaning set forth in Section 2.01(b).

“Land” has the meaning set forth in Section 2.01(a).

“Leases” has the meaning set forth in Section 2.01(e).

“License” has the meaning set forth in Section 3.02.

“Loan Documents” means, collectively, this Deed of Trust, the Note, the Security Agreement, the Pledge Agreement, the Guaranty Agreement, any other mortgages and/or deeds of trusts executed by any Obligor and all other instruments and documents at any time executed by a Grantor or any Obligor relating to, evidencing, or setting out any of the terms of or security for the Secured Obligations, and the term.

“Loan Document” means any of the Loan Documents, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

“Nonpecuniary Obligations” has the meaning set forth in Section 2.02.

“Note” has the meaning set forth in the Recitals.

“Obligors” means collectively the Grantor, the other Borrowers and enCore Energy Corp., a British Columbia corporation, together with their respective successors and assigns and each an “Obligor”.

“Permitted Exceptions” means those matters set forth on Exhibit A attached hereto and incorporated herein by this reference.

Ex 5-4

“Personal Property” has the meaning set forth in Section 4.01.

“Pledge Agreement” means that certain Pledge Agreement dated as of the date hereof by and between enCore Energy US Corp., a Nevada corporation, as pledger, and Beneficiary, as Secured Party, granting a security interest in the Collateral (as defined therein) to Beneficiary, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

“Property Agreements” has the meaning set forth in Section 2.01(f).

“Receiver” has the meaning set forth in Section 6.02.

“Release” has the meaning set forth in Section 7.16.

“Rents” has the meaning set forth in Section 2.01(d).

“Secured Indebtedness” has the meaning set forth in Section 2.02.

“Secured Party” has the meaning set forth in Section 4.02.

“Secured Obligations” has the meaning set forth in Section 2.02.

“Secured Property” has the meaning set forth in Section 2.01.

“Security Agreement” means that certain Security Agreement dated as of the date hereof by and among Obligors (other than enCore Energy US Corp., a Nevada corporation), as grantor, and Beneficiary, as secured party, granting a security interest in the Collateral (as defined therein) to Beneficiary, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

“Trustee” has the meaning set forth in the introductory paragraph.

“UCC” has the meaning set forth in Section 2.01(b).

ARTICLE II

GRANT AND SECURED OBLIGATIONS

Section 2.01 Grant. In order to secure the due and punctual payment and performance of all of the Secured Obligations (defined below) as and when the same become due and payable or performable, whether at the stated due date, at the maturity date, by acceleration, or otherwise, Grantor does hereby grant, bargain, sell, assign, transfer, and convey, unto Trustee, its successors, and assigns, with a power of sale and right of entry and possession as provided below, the following described property now owned or held or hereafter acquired from time to time by Grantor, its successors, or assigns (collectively, the “Secured Property”); provided, however, that in no event shall the Secured Property include any Excluded Property:

(a) All those certain tracts or parcels of land in Brooks County, Texas, and being more particularly described in Exhibit A attached hereto and incorporated herein by this reference (the “Land”) and all minerals, oil, gas, and other hydrocarbon substances, sand, gravel, and other materials that may be mined, produced, or extracted in, on, or under the surface of the Land (to the extent owned by Grantor), as well as all development rights, air rights, water, water rights, water stock, utility reservations, sanitary sewer, and other utility capacities relating to the Land;

Ex 5-5

(b) All buildings, structures, and other improvements of every kind and nature whatsoever now or hereafter situated on the Land (collectively, the “Improvements”), all apparatus, equipment, fittings, fixtures, machinery, materials, supplies, and other items of personal property now owned or hereafter acquired by Grantor and now or hereafter affixed or attached to, installed in, or used in connection with the operation or maintenance of the Land or Improvements, including any fixtures as defined in the Uniform Commercial Code in effect in Texas and/or the jurisdiction where Grantor is located or organized (the “UCC”), and any appliances, storm doors and windows, lighting, plumbing, pipes, pumps, tanks, conduits, sprinkler and other fire prevention or suppression, refrigeration, incineration, escalator, elevator, loading, security, water, steam, gas, electrical, telephone, cable, internet, switchboards, storm and sanitary sewer, drainage, HVAC, boilers, waste removal, or other utility equipment or systems (collectively, the “Fixtures and Equipment”) and building, construction, development, and landscaping supplies and materials now or hereafter affixed to or located on or about the Land or the Improvements and all replacements, substitutions, and additions to the foregoing;

(c) All easements, rights-of-way, strips and gores of land, streets, ways, alleys, passages, sewer rights, utility reservations and capacity rights, waters, water courses, water rights and powers, estates, rights, titles, interests, minerals, royalties, privileges, liberties, tenements, hereditaments, and appurtenances whatsoever, in any way now or hereafter belonging, relating, or appertaining to the Land or the Improvements, or any part thereof and the reversions, remainders, rents, issues, and profits thereof, and all right to receive excess payments in any tax sale of the Land and the Improvements;

(d) Any and all rents, revenues, issues, profits, royalties, income, cash proceeds, security deposits, accounts, moneys, and other benefits that are now due or may hereafter become due by reason of the renting, leasing, bailment of all or any portion of the Land or the Improvements, or the use or occupancy thereof (collectively “Rents”);

(e) Subject to the rights of Grantor under this Deed of Trust, under the other Loan Documents, and under Chapter 64 of the Texas Property Code (and any amendments thereto or replacements thereof) all leases, subleases, sub-subleases, licenses, concessions, occupancy agreements, or other agreements (written or oral, now or at any time in effect and every modification, amendment, or other agreement relating thereto, including every guarantee of the performance and observance of the covenants, conditions, and agreements to be performed and observed by the other party thereto) pursuant to which Grantor has granted a possessory interest in, or the right to use or occupy, all or any part of the Land and/or Improvements, together with all related security and other deposits (in each case, as amended, amended and restated, supplemented, renewed, extended, substituted, or otherwise modified from time to time, collectively, “Leases”);

Ex 5-6

(f) All other contracts and agreements in any way relating to, executed in connection with, or used in the development, construction, use, occupancy, operation, maintenance, enjoyment, acquisition, management, or ownership of the Land and/or Improvements or the sale of goods or services produced in or relating to the Land and/or Improvements (collectively, in each case as amended, amended and restated, supplemented, renewed, extended, substituted, or otherwise modified from time to time, the “Property Agreements”) including: (i) all construction contracts, architects’ agreements, engineers’ contracts, utility contracts, letters of credit, escrow agreements, maintenance agreements, management, leasing, and related agreements, parking agreements, equipment leases, service contracts, operating leases, catering and restaurant leases and agreements, franchise agreements, agreements for the sale, lease, or exchange of goods or other property, agreements for the performance of services, permits, variances, licenses, certificates and entitlements; (ii) all material agreements and instruments under which Grantor or any of its affiliates or the seller of the Land and/or Improvements have remaining rights or obligations in respect of Grantor’s acquisition of the Land and/or Improvements or equity interests therein; (iii) business licenses, variances, entitlements, certificates, state health department licenses, liquor licenses, food service licenses, certificates of need, and all other permits, licenses, and rights obtained from any governmental authority or private person; (iv) all rights of Grantor to receive monies due and to become due under or pursuant to the Property Agreements; (v) all claims of Grantor for damages arising out of or for breach of or default under the Property Agreements; and (vi) all rights of Grantor to terminate, amend, supplement, modify, or waive performance under the Property Agreements, to compel performance and otherwise to exercise all remedies thereunder, and, with respect to Property Agreements that are letters of credit, to make any draws thereon;

(g) All insurance or other settlement proceeds (or any unearned premiums therefor) relating to or arising out of the foregoing, all proceeds of a sale of all or any portion of the foregoing, and all causes of action, claims, compensation, awards, damages, proceeds, payments, relief, or recoveries, including interest thereon, as a result of any casualty or condemnation event of all or any part of the Land and/or Improvements or for any damage or injury to it or for any loss or diminution in value of the Land and/or Improvements (collectively, the “Proceeds”); and

(h) To the extent not included in the foregoing, all cash and non-cash proceeds, products, offspring, rents, revenues, issues, profits, royalties, income, benefits, additions, renewals, extensions, substitutions, replacements, and accessions of and to any and all of the foregoing.

TO HAVE AND TO HOLD the Secured Property and the rights, remedies, and privileges hereby granted and conveyed unto Trustee, its successors, and assigns, forever, in trust, and Grantor does hereby bind Grantor, its successors, and assigns, to warrant and forever defend the Secured Property unto Trustee, its successors, and assigns, forever, against the claim or claims of all persons whomsoever claiming or to claim the same, or any part thereof.

Ex 5-7

Section 2.02 Secured Obligations. This Deed of Trust is made and intended to secure the due and punctual payment and performance of the following obligations, indebtedness, and liabilities: (a) the Note, providing, in part, that if certain defaults occur, the unpaid principal amount thereof and all accrued unpaid interest may be declared due and payable, at the holder’s option, prior to the stated maturity thereof, and providing further for the payment of reasonable attorney’s fees and other expenses of collection, subject to the terms and conditions of the Loan Documents; (b) any funds subsequently advanced by any Lender to or for the benefit of any Obligor, or as contemplated by any Loan Document and all other indebtedness or monetary obligations, of whatever kind or character, owing or which may hereafter become owing by any Obligor to any Lender pursuant to the Loan Documents, whether such indebtedness is direct or indirect, primary or secondary, fixed or contingent, or arises out of or is evidenced by note, deed of trust, endorsement, surety agreement, letter of credit, reimbursement agreement, guaranty, or otherwise, it being contemplated that any Obligor may hereafter become indebted to the Beneficiary in further sum or sums; and (c) the obligations of any party (other than Beneficiary) from time to time arising under the Loan Documents, all other agreements, duties, indebtedness, obligations and liabilities of any kind of any Obligor and any other party (other than Beneficiary) under, out of, or in connection with the other Loan Documents or any other document made, delivered or given in connection with any of the foregoing, in each case, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether allowed in any bankruptcy, insolvency, receivership or other similar proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several (all of the aforesaid, the “Secured Indebtedness”). The Secured Indebtedness shall be payable in accordance with the Note; and, unless otherwise provided herein or in the instruments evidencing the Secured Indebtedness, shall bear interest as provided therein. In addition, any and all reasonable attorney’s fees and expenses of collection payable under the terms of the Loan Documents shall be and constitute a part of the Secured Indebtedness secured hereby. This Deed of Trust shall also secure all renewals, rearrangements, extensions, and increases of any of the Secured Indebtedness; and (c) any and all obligations of any Obligor under the Loan Documents that are not related to timely making the required payments on the Secured Indebtedness (the “Nonpecuniary Obligations”). The Secured Indebtedness and the Nonpecuniary Obligations are collectively referred to herein as the “Secured Obligations.”

ARTICLE III

ASSIGNMENT OF LEASES AND RENTS

Section 3.01 Assignment of Leases and Rents.

(a) As additional collateral security for the payment of the Secured Indebtedness and the performance of the Nonpecuniary Obligations, Grantor grants, assigns, and transfers to Beneficiary and its successors and assigns a security interest in all of Grantor’s right, title, and interest in, to, and under the Leases and Rents, whether now owned or subsequently acquired by Grantor and the right to receive, collect, and possess all Rents.

(b) Such grant, assignment, and transfer shall not be construed to: (i) bind Beneficiary to the performance of any of the covenants, conditions, or provisions contained in any of the Leases or otherwise impose any obligation on Beneficiary; or (ii) create or operate to impose any obligation upon Beneficiary for: (A) the control, care, maintenance, management, or repair of the Secured Property; (B) any dangerous or defective condition of the Secured Property, including, without limitation, the presence of any environmental contamination or condition; (C) any waste committed on the Secured Property by any person; and/or (D) any negligence in the management, upkeep, repair, or control of the Secured Property.

(c) Beneficiary may exercise its rights relating to the Rents, in Beneficiary’s sole discretion and without prejudice to any particular remedy, as provided herein or as otherwise allowed by applicable law, including without limitation, Title 5, Chapter 64 of the Texas Property Code, the Texas Assignment of Rents Act (TARA) (as amended), and any replacement statute relating to the assignment of rents.

Ex 5-8

Section 3.02 Revocable License.

In addition to the security interest granted in Article IV hereof, Grantor GRANTS, BARGAINS, SELLS, ASSIGNS, TRANSFERS, and CONVEYS unto Beneficiary the Leases and Rents TO HAVE AND TO HOLD forever. Until delivery of a notice (an “Assignment Exercise Notice”) of an exercise of the assignment of Leases and Rents following an Event of Default, Beneficiary grants to Grantor a revocable license (the “License”) to collect and receive the Rents and administer the Leases. Under the License, Grantor will have the right to receive rents and to use the rents collected in any manner consistent with the Loan Documents.

Each tenant under the Leases shall pay Rents directly to Grantor under the License; provided, however, during the continuance of an Event of Default and after delivery of an Assignment Exercise Notice, the License will automatically be revoked and Beneficiary will immediately be entitled to possession of the Rents.

Upon delivery of an Assignment Exercise Notice, each tenant under the Leases is authorized and directed to pay directly to Beneficiary all Rents thereafter accruing and the receipt of Rents by Beneficiary will be a release of such tenant to the extent of all amounts so paid. The receipt by a tenant of an Assignment Exercise Notice will be sufficient and irrevocable authorization for such tenant to make all future payments of Rents directly to Beneficiary and each such tenant will be entitled to rely on such Assignment Exercise Notice. Beneficiary will apply all Rents actually collected by Beneficiary: (w) first, to the payment of costs and expenses related to the collection of Rents, the taking and retaining possession of the Secured Property and placing it in a rentable condition, operating expenses relating to the Secured Property and complying with the terms of the Leases, (x) second, to any unpaid interest due on the Secured Indebtedness, the principal balance of the Secured Indebtedness (whether or not due and payable), and any expenses owed by the Grantor to Beneficiary under the Loan Documents; (y) third, to such persons or entities as payments that may be required by applicable laws; and (z) fourth, to the applicable Grantor.

Section 3.03 Certain Rights of Beneficiary.

(a) The Assignment Exercise Notice is intended solely for the benefit of each tenant and will not inure to the benefit of Grantor. It shall not be necessary for Beneficiary to institute legal proceedings of any kind whatsoever to enforce the provisions of such assignment. Without impairing its rights hereunder, Beneficiary may, at its option, at any time and from time to time, release to Grantor Rents received by Beneficiary or any part thereof. Grantor will not, under any circumstances, receive credit for the value or present value of the Rents, but only for the actual amount of Rents as and when received by Beneficiary and applied to the Secured Indebtedness.

(b) Neither the acceptance by Beneficiary of this Deed of Trust nor the exercise of any rights concerning the Rents will: (i) deem Beneficiary to be a “mortgagee in possession;” or (ii) obligate Beneficiary to: (A) appear in or defend any action or proceeding relating to the Leases, Rents, or the Secured Property; (B) take any action hereunder; (C) expend any money or incur any expenses or perform or discharge any obligation, duty, or liability with respect to any Lease; (D) assume any obligation or responsibility for any tenant deposits which are not physically delivered to Beneficiary; or (E) assume any obligation or responsibility for any injury or damage to person or property sustained in or about the Secured Property, except to the extent caused by the act or omission of the Beneficiary.

Ex 5-9

(c) Notwithstanding anything to the contrary contained herein, Beneficiary is entitled to all the rights and remedies of an assignee as set forth in the TARA under Chapter 64 of the Texas Property Code. This Deed of Trust shall constitute and serve as a security instrument under the TARA. Beneficiary shall have the ability to exercise its rights related to the Leases and Rents, in Beneficiary’s sole discretion and without prejudice to any other remedy available, as provided in this Deed of Trust or as otherwise allowed by applicable law, including, without limitation, the TARA.

ARTICLE IV

SECURITY AGREEMENT AND FIXTURE FILING

Section 4.01 Security Agreement. This Deed of Trust shall also constitute a security agreement and fixture filing within the meaning of the UCC with respect to all of Grantor’s present and future estate, right, title, and interest in, to, and under the Fixtures and Equipment and any portion of the Secured Property that is not real property (the “Personal Property”). Grantor hereby grants to Beneficiary a security interest in and to the Personal Property and the Fixtures and Equipment and every component thereof, and transfers and assigns to Beneficiary all of Grantor’s present and future estate, right, title, and interest in, to, and under the Personal Property and the Fixtures and Equipment and every component thereof, to secure the due and punctual payment and performance of all of the Secured Obligations as and when the same become due and payable, whether at the stated maturity date, by acceleration, or otherwise. With respect to the Fixtures and Equipment, upon the occurrence and during the continuance of an Event of Default, Beneficiary shall also have the right: (a) to proceed against the Fixtures and Equipment in accordance with Beneficiary’s rights and remedies with respect to the Land, in which event the provisions of the UCC shall not govern the default and Beneficiary’s remedies; or (b) to proceed against the Fixtures and Equipment separately from the Land in accordance with the UCC. If Beneficiary elects to proceed under the UCC, then thirty (30) days’ notice of sale of the Personal Property and/or the Fixtures and Equipment shall be deemed reasonable notice and the reasonable expenses of retaking, holding, preparing for sale, selling, and the like incurred by Beneficiary shall include, but not be limited to, reasonable attorneys’ fees and expenses. Grantor authorizes Beneficiary to file financing and continuation statements under the UCC in such filing offices as may be necessary, advisable, or required by law in order to create, establish, perfect, preserve, and protect the security interest hereunder.

Section 4.02 Fixture Filing. To the extent permitted under applicable law, the filing or recording of this Deed of Trust is intended to and will constitute a fixture filing with respect to the portions of the Secured Property that are or are to become Fixtures and Equipment. For purposes of the UCC, the “Secured Party” is Beneficiary and the “Debtor” is Grantor. The name, type of organization, jurisdiction of organization, and mailing addresses of Secured Party and of each Debtor are set out in the preamble to this Deed of Trust. The land to which the Fixtures and Equipment are related is the Land, and Debtor is the record owner of the Land.

Section 4.03 Other Security Agreement; Harmonization of Conflicts. If any Obligor has executed and delivered to Beneficiary one or more separate security agreements in connection with the Secured Obligations, such security agreements and the security interests created thereby are in addition to and not in substitution of this Deed of Trust and the liens and security interests created hereby, and this Deed of Trust shall be in addition to and not in substitution of such security agreements and security interests. In all cases, this Deed of Trust and the aforesaid security agreements shall be applied and enforced in harmony with and in conjunction with each other to the end that Beneficiary realizes fully upon its rights and remedies in each and the liens and security interests created by each. If conflicts exist among this Deed of Trust and such other security agreements, Beneficiary may elect which of such instruments govern with respect to each category of Secured Property encumbered hereby and thereby.

Ex 5-10

ARTICLE V

GRANTOR’S REPRESENTATIONS, WARRANTIES, AND COVENANTS

Section 5.01 Grantor’s Covenants.

(a) Without Beneficiary’s prior written consent, which may be withheld in Beneficiary’s sole discretion, Grantor shall not grant, bargain, sell, assign, transfer, convey, lease, let, mortgage, pledge, encumber, create, or permit a lien on or security interest in, or otherwise hypothecate all or any part of the Secured Property except for: (i) the Permitted Exceptions; and (ii) other liens, encumbrances, and transfers expressly permitted under the Note or other Loan Documents.

(b) Grantor shall forever warrant and defend the title to the Secured Property unto Beneficiary against the claims of all persons claiming by, through or under Grantor.

(c) Grantor shall pay to Beneficiary the Secured Indebtedness with interest thereon as and when the same becomes due and payable in accordance with the terms thereof and shall perform and comply with all of the Nonpecuniary Obligations and the covenants and provisions of the Note.

(d) Grantor represents and warrants that it has full right and authority to make the conveyance and grant the security interests pursuant to the Loan Documents.

Ex 5-11

ARTICLE VI

REMEDIES

Section 6.01 Remedies Following an Event of Default. Upon the occurrence and during the continuance of an Event of Default, in addition to any other rights, remedies, and powers that Beneficiary may have under the other Loan Documents or as provided by law, Beneficiary (either personally or by its agents, nominees, or attorneys) may immediately take such action as it deems advisable to protect and enforce the lien and security interest hereof and its rights hereunder, including without limitation the following actions, each of which may be pursued in its own name or in the name of Grantor, concurrently or otherwise, at such time and in such manner as Beneficiary may determine in its sole discretion, without impairing or otherwise affecting the other rights, remedies, and powers of Beneficiary:

(a) Entry and Possession. (i) Enter upon and take possession of the Secured Property, with or without the appointment of a Receiver or an application therefor; (ii) dispossess and exclude Grantor and its agents and servants wholly therefrom by summary proceedings or otherwise; (iii) take possession of all books, records, and accounts relating thereto; (iv) use, operate, manage, control, insure, maintain, repair, restore, improve, alter, and otherwise deal with all and every part of the Secured Property and conduct the business thereat; (v) make, cancel, enforce, or modify Leases and obtain and evict tenants; or (vi) demand, sue for, collect, and receive the Rents, incomes, issues, and profits of the Secured Property and apply the same, after payment of all charges and expenses (including reasonable attorneys’ fees and expenses), on account of the Secured Obligations.

(b) Payment of Sums. (i) Pay any sums in any form or manner deemed expedient by Beneficiary to protect the lien and security interest of this Deed of Trust or to cure any Event of Default other than payment of principal of or interest on the Secured Indebtedness; and (ii) make any payment hereby authorized to be made according to any bill, statement, or estimate furnished or procured from the appropriate public officer or the party claiming payment without inquiry into the accuracy or validity thereof, and the receipt of any such public officer or party in the hands of Beneficiary shall be conclusive evidence of the validity and amount of items so paid, in which event the amounts so paid, with interest thereon from the date of such payment shall be added to and become a part of the Secured Indebtedness and be immediately due and payable to Beneficiary. Beneficiary shall be subrogated to any encumbrance, lien, claim, or demand, and to all the rights and securities for the payment thereof, paid or discharged with the principal sum secured hereby or by Beneficiary under the provisions hereof, and any such subrogation rights shall be additional and cumulative security to this instrument.

(c) Acceleration. Declare the entire Secured Indebtedness immediately due, payable, and collectible, regardless of maturity, and in that event, the entire Secured Indebtedness shall become immediately due, payable, and collectible; and thereupon Beneficiary may institute proceedings to foreclose this Deed of Trust, either by judicial action or by the exercise of the statutory power of sale, or to enforce its provisions or any of the indebtedness or obligations secured by this Deed of Trust.

(d) Foreclosure.

(i) Judicial Foreclosure. Institute a judicial foreclosure action in a court of competent jurisdiction and proceed to final judgment and execution for the amount of the Secured Indebtedness owed as of the date of the judgment, together with all costs of suit, reasonable attorneys’ fees, and interest on the judgment at the maximum rate permitted by law from the date of the judgment until paid. If Beneficiary is the purchaser of the Secured Property at the foreclosure sale, in lieu of paying cash, Beneficiary may make settlement for all or a portion of the purchase price by crediting the net sale proceeds (after deducting costs and expenses of enforcing the Secured Obligations including reasonable attorneys’ fees and expenses) against the Secured Indebtedness.

Ex 5-12

(ii) Foreclosure under a Power of Sale. By or through Trustee or otherwise, sell or offer for sale, in one or more sales, all or any part of the Secured Property, in such portions, order, and parcels as Beneficiary may determine, with or without having first taken possession of same, to the highest bidder for cash (or credit on the Secured Indebtedness if Beneficiary or its affiliate or designee is the highest bidder) at public auction, by general warranty. Such sale shall be made at the courthouse of the county in which the Secured Property (or any portion thereof to be sold) is located, on the first Tuesday of any month between the hours of 10:00 A.M. and 4:00 P.M., or on the first Wednesday of the month if the first Tuesday is January 1 or July 4, after giving legally adequate written notice of sale of that portion of the Secured Property to be sold, at least twenty-one (21) consecutive days prior to the date of said sale: (A) by posting at the courthouse of each county in which the Secured Property (or the portion thereof to be sold) is located, either on the courthouse door or in the location otherwise designated by the commissioner’s court of said county, a written notice of sale complying with the requirements of Section 51.002 of the Texas Property Code, as such statute may be amended or replaced as of the date of such notice; (B) by filing in the office of the county clerk of each county in which the Secured Property (or the portion thereof to be sold) is located, a copy of the notice posted under subparagraph (A); and (C) by serving written notice of the sale on each debtor who, according to the records of Beneficiary, is obligated to pay the Note (and, in the event the proceeds of the foreclosure sale are to be applied to a portion of the Secured Indebtedness other than or in addition to amounts secured by the Note, then to each debtor who, according to the records of Beneficiary, is obligated to pay such portion of the Secured Indebtedness), such service to be complete and effective when the notice is deposited in the United States mail, postage prepaid, sent by certified mail, and addressed to the debtor at the debtor’s last known address as shown in the records of Beneficiary.

(iii) Compliance with Applicable Law. Accomplish the necessary notice and the sale in such manner as permitted or required by Title 5, Section 51.002 of the Texas Property Code relating to the sale of real property under contract lien and/or by Chapter 9 of the Texas Business and Commerce Code relating to the sale of collateral after default by a debtor (as said title and chapter now exist or may hereafter be amended or succeeded), or by any other present or subsequent laws or regulations relating to same. In instances where the Secured Property is located in states other than Texas, such sales shall be made in accordance with legal requirements for such state, including, to the extent relevant, the Uniform Commercial Code in effect for such state (also included in the defined term “UCC”). Nothing in this paragraph shall be construed to limit in any way Trustee’s right to sell the Secured Property by private sale if, and to the extent that, such private sale is permitted under the laws of the state where the Secured Property (or that portion thereof to be sold) is located, or by public or private sale after entry of a judgment by any court of competent jurisdiction ordering same. At any such sale: (A) whether made under the power of sale herein contained, the Texas Property Code, the UCC, any other legal requirement, by virtue of any judicial proceedings, or any other legal right, remedy, or recourse, it will not be necessary for Trustee to have physically present, or to have constructive possession of, the Secured Property (Grantor hereby covenanting and agreeing to deliver to Trustee any portion of the Secured Property not actually or constructively possessed by Trustee immediately upon demand by Trustee), and the title to and right of possession of any such Secured Property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to the purchaser at such sale; (B) to the fullest extent permitted by applicable law, Grantor will be entirely and irrevocably divested of all its right, title, interest, claim, and demand whatsoever, either at law or in equity, in and to the Secured Property sold, and such sale shall be a perpetual bar both at law and in equity against Grantor, and against any and all other persons claiming the Secured Property sold or any part thereof, by, through, or under Grantor; (C) any and all recitals and other statements of fact made in any instrument of conveyance evidencing any foreclosure sale hereunder as to nonpayment of the Secured Indebtedness or as to the occurrence of any Event of Default, or as to Beneficiary having declared all of the Secured Indebtedness to be due and payable, or as to notice of time, place, and terms of sale and of the properties to be sold having been duly given, or as to any other act or thing having been duly done by Beneficiary, shall be taken as prima facie evidence of the truth of the facts so stated and recited; and (D) to the extent and under such circumstances as are permitted by law, Beneficiary (or any affiliates or designees thereof) may be a purchaser at any such sale and may bid credit against the Secured Indebtedness.

Ex 5-13

(iv) Right to Suspend, Postpone, Adjourn, or Cancel the Sale. Suspend bidding at any time and for any duration deemed appropriate by Trustee in Trustee’s sole and absolute discretion for purposes of requiring proof of a bidder’s financial ability and to confirm that the bidder can produce the funds for the cash bid, as long as the sale is completed within the statutorily prescribed timeframe.

(v) Delegation of Agent to Perform Ministerial Acts. Appoint or delegate any one or more persons as agent to perform any ministerial act or acts necessary or incidental to any sale held by Trustee, including the posting or filing of notices, but in the name and on the behalf of Trustee, its successor, or substitute. If Trustee or its successor, or substitute has given a notice of sale hereunder, any successor or substitute trustee thereafter appointed may complete the sale and the conveyance of the Secured Property under the notice of sale as if such notice of sale had been given by the successor or substitute trustee conducting the sale.

(vi) Sale in Parcels. Sell the Secured Property or any part thereof together or separately, in one sale or separate sales, in one parcel and as an entirety, or in such parcels, manner, or order as the Beneficiary in its sole discretion may elect, and one or more exercises of the rights and powers herein granted shall not extinguish or exhaust Beneficiary’s rights and powers unless the entirety of the Secured Property is sold or the Secured Indebtedness is paid in full.

(vii) Application of Foreclosure Sale Proceeds. Receive the proceeds of the sale and apply same as follows: (A) to the payment of all expenses of advertising, selling, and conveying the Secured Property or any part thereof, and/or prosecuting or otherwise collecting Rents, proceeds, premiums, or other sums including reasonable attorneys’ fees and expenses and the reasonable fees and expenses of Trustee; (B) to that portion, if any, of the Secured Indebtedness for which no party is personally liable for payment; (C) to the payment of all amounts other than the principal amount of the Secured Indebtedness and accrued unpaid interest thereon that may be due to Beneficiary under this Deed of Trust, including amounts due based on the breach or failure by any Obligor to meet any Nonpecuniary Obligations; (D) to the payment of all accrued but unpaid interest on the Secured Indebtedness; (E) to the matured portion of principal of the Secured Indebtedness; (F) to prepayment of the unmatured portion, if any, of the principal in inverse order of maturity; (G) to the lender of any inferior liens covering the Secured Property, if any, in order of the priority of such inferior liens (to allocate priority, Trustee and Beneficiary may rely on a commitment for title insurance); and (H) to Grantor.

Ex 5-14

(e) Other Rights. Exercise any and all rights, remedies, and powers accruing to a secured party under this Deed of Trust, the other Loan Documents, the UCC, any other applicable law, or available in equity.

Section 6.02 Receiver. In any action to foreclose this Deed of Trust, or upon the occurrence and during the continuance of an Event of Default, Beneficiary will have the right, without: (a) notice to Grantor or any other party; (b) a showing of insolvency of Grantor; (c) a showing of waste, imminent harm, fraud, or mismanagement with respect to the loan or the Secured Property; (d) regard to the sufficiency of the security for the repayment of the Secured Indebtedness; or (e) the necessity of filing any proceeding other than a proceeding for appointment of a receiver, to apply for the appointment of a receiver, trustee, liquidator, or conservator (a “Receiver”) of the Rents and profits or of the Secured Property or both, and shall be entitled to the appointment of such Receiver as a matter of right, without consideration of the value of the Secured Property as security for the amounts due Beneficiary, or the solvency of any person or entity liable for the payment of such amounts. Grantor hereby consents to such appointment and waives notice of any application therefor (except as may be required by applicable law).

Section 6.03 Beneficiary’s Right to Sue. Beneficiary shall have the right from time to time to sue for any sums, whether interest, principal, or any installment of either or both, taxes, penalties, or any other sums required to be paid under the terms of this Deed of Trust, without regard to whether or not all of the Secured Indebtedness shall be due on demand and without prejudice to the right of Beneficiary thereafter to enforce any appropriate remedy against Grantor, including an action of foreclosure, or any other action, for a default or defaults by Grantor existing at the time such earlier action was commenced.

Section 6.04 No Obligation to Marshal Assets. In exercising its rights and remedies hereunder, Beneficiary shall have no obligation whatsoever to marshal assets, or to realize upon all of the Secured Property. Beneficiary shall have the right to realize upon all or any part of the Secured Property from time to time as Beneficiary deems appropriate. Grantor hereby waives any right to have any of the Secured Property marshaled in connection with any sale or other exercise of Beneficiary’s rights, remedies, and powers hereunder.

Section 6.05 Remedies Cumulative. The rights, powers, and remedies of Beneficiary granted and arising under this Deed of Trust and the other Loan Documents are separate, distinct, and cumulative of other rights, powers, and remedies granted herein or therein and all other rights, powers, and remedies that Beneficiary may have at law or in equity, none of which are to the exclusion of the others and all of which are cumulative to the rights, powers, and remedies provided at law for the collection of indebtedness, enforcement of rights under deeds of trust, and preservation of security. No act of Beneficiary shall be construed as an election to proceed under any one provision herein or under the Note, this Deed of Trust, or any other Loan Document to the exclusion of any other provision, or an election of remedies to the bar of any other remedy allowed at law or in equity, anything herein or otherwise to the contrary notwithstanding.

Section 6.06 Discontinuance of Proceedings. If Beneficiary commences the enforcement of any right, power, or remedy, whether afforded under this Deed of Trust or otherwise, and including without limitation foreclosure or entry upon the Secured Property, and such enforcement is then discontinued or abandoned for any reason, or is determined adversely to Beneficiary, then and in every such case Grantor and Beneficiary shall be restored to their former positions and rights hereunder, without waiver of any Event of Default and without novation, and all rights, powers, and remedies of Beneficiary shall continue as if no such enforcement had been commenced.

Ex 5-15

Section 6.07 Expenses. Grantor shall reimburse Beneficiary within thirty (30) days after demand for all reasonable documented out-of-pocket costs, fees, and expenses (including reasonable expenses and fees of its outside counsel) incurred by Beneficiary in connection with the enforcement of Beneficiary’s rights, powers, or remedies hereunder, all of which sums are part of the Secured Indebtedness and are secured by this Deed of Trust.

Section 6.08 Grantor as Tenant at Sufferance. If Grantor or its successors, assigns, or tenants remain in possession of the Secured Property after the Secured Property is sold or transferred as provided above or after Beneficiary otherwise becomes entitled to possession of the Secured Property, then Grantor and its successors, assigns, and tenants shall become tenants at sufferance of Beneficiary or the purchaser of the Secured Property and shall either: (a) pay a reasonable rental for the use of the Secured Property after the date of such sale or transfer of possession; or (b) vacate the Secured Property immediately upon the demand of Beneficiary or such purchaser. If Grantor or its successors, assigns, or tenants fail to vacate the Secured Property as required under this paragraph, then Grantor and its successors, assigns, and tenants may be summarily dispossessed in accordance with the provisions of law applicable to tenants holding over.

Section 6.09 Grantor’s Waivers. To the fullest extent permitted by law, Grantor, for itself and its successors and assigns, and for any and all persons ever claiming any interest in the Secured Property, except as otherwise provided herein or in the other Loan Documents, hereby:

(a) Waives and renounces all right of homestead exemption in the Secured Property and any other right to designate all or any portion of the Secured Property as exempt from forced sale under any provision of the Constitution or the laws of the United States, the State of Texas, or any other state in the United States.

(b) Acknowledges the right to accelerate the Secured Indebtedness and the power given to Beneficiary to sell the Secured Property by foreclosure without any notice other than such notice (if any) as is specifically required to be given hereunder or under applicable law in connection with the enforcement of the Secured Indebtedness or the taking of any action to collect sums owing under the Loan Documents.

(c) Waives the benefit of all laws now or subsequently in effect providing for: (i) any appraisement before sale of any portion of the Secured Property; (ii) any extension of the time for the enforcement of the collection of the Secured Indebtedness or the creation or extension of a period of redemption from any sale made in collecting such debt; and (iii) exemption of the Secured Property from attachment, levy, or sale under execution or exemption from civil process.

(d) Agrees not at any time to insist upon, plead, claim, or take the benefit or advantage of any law now or hereafter in force providing for any appraisement, valuation, stay, exemption, extension, or redemption, or requiring foreclosure of this Deed of Trust before exercising any other remedy granted hereunder.

Ex 5-16

Section 6.10 Right to Cure Violations. If Grantor or Beneficiary receives notice of a current or pending violation of any applicable law, rule, regulation, ordinance, code, requirements, covenants, conditions, restrictions, orders, licenses, permits, or approvals related to the maintenance, repair, replacement, nuisance, or other condition of the Secured Property or any Improvements or tangible property thereon (a “Compliance Notice”) and an Event of Default has occurred and is continuing, then Beneficiary and any person authorized by Beneficiary shall have the right, but not the obligation, to enter upon the Secured Property at any reasonable time to repair, alter, replace, clean up, or perform any necessary or appropriate work or maintenance activities that, in Beneficiary’s sole discretion, are necessary or advisable to comply with the requirements of the Compliance Notice and cure the alleged, possible, or pending violation. Beneficiary shall have the right to remove any tangible property, motor vehicles, rubbish, stored materials, debris, refuse, trash, or other items on the Secured Property and to dispose of the same as Beneficiary may determine in its sole discretion without being deemed guilty of trespass or theft of such items.

ARTICLE VII

MISCELLANEOUS

Section 7.01 Amendments, Extensions, and Modifications. No amendment, supplement, or other modification of this Deed of Trust shall be effective unless it is in writing and executed by Grantor and Beneficiary.

Section 7.02 Counterparts; Entire Agreement. This Deed of Trust and any amendments, waivers, consents, or supplements hereto may be executed in counterparts, each of which shall constitute an original, but all taken together shall constitute a single contract. This Deed of Trust and the other Loan Documents constitute the entire agreement between Grantor and Beneficiary with respect to the subject matter hereof and supersede all previous agreements and understandings, oral or written, with respect thereto. Delivery of an executed counterpart of a signature page to this Deed of Trust and the Loan Documents or any amendment, modification, or supplement thereto by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Deed of Trust and the Loan Documents.

Section 7.03 Successors and Assigns. Grantor may not assign or transfer this Deed of Trust or any of its rights hereunder without the prior written consent of Beneficiary. This Deed of Trust shall inure to the benefit of and be binding upon the parties hereto and their permitted assigns. The terms “Grantor” and “Beneficiary” shall include the legal representatives, heirs, executors, administrators, successors, and assigns of the parties hereto, and all those holding under either of them.

Section 7.04 No Merger. In the event that Beneficiary’s interest under this Deed of Trust and title to the Secured Property or any estate therein shall become vested in the same person or entity, this Deed of Trust shall not merge in such title but shall continue as a valid lien on the Secured Property for the amount secured hereby, unless expressly provided otherwise in a writing executed by the person in whom such interests, title, and estate are vested.

Section 7.05 Relationship of Parties. The relationship of Beneficiary to Grantor is that of a creditor or a lender to an obligor (inclusive of a person obligated on a supporting obligation) or a debtor; and in furtherance thereof and in explanation thereof, Beneficiary has no fiduciary, trust, advisor, business consultant, guardian, representative, partnership, joint venture, or other similar relationship to or with Grantor and no such relationship shall be drawn or implied from this Deed of Trust or any of Beneficiary’s actions or inactions hereunder or with respect hereto or from any prior relationship between the parties. Beneficiary has no obligation to Grantor or any other person relative to administration of the Secured Indebtedness or the Secured Property, or any part or parts thereof.

Ex 5-17

Section 7.06 Commercial Transaction. The interest of Beneficiary under this Deed of Trust and the liability and obligation of Grantor for the payment and performance of the Secured Obligations arise from a commercial transaction.

Section 7.07 Joint and Several Liability. If more than one party executes this Deed of Trust as a grantor, the term “Grantor” means all parties signing, and each of them, and each agreement, Nonpecuniary Obligation, and Secured Indebtedness of Grantor shall be and mean the several as well as joint undertaking of each of them.

Section 7.08 Headings. The headings of the various articles, sections, and subsections in this Deed of Trust are for reference only and shall not define, expand, or limit any of the terms or provision hereof.

Section 7.09 Severability. If any term or provision of this Deed of Trust is found to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Deed of Trust or invalidate or render unenforceable such term or provision in any other jurisdiction.

Section 7.10 Governing Law. This Deed of Trust and any claim, controversy, dispute, or cause of action (whether in contract, equity, tort, or otherwise) based upon, arising out of, or relating to this Deed of Trust and the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of Texas, without regard to principles of conflicts of law.

Section 7.12 Submission to Jurisdiction. Subject to Section 9.2 of the Note, each party hereto hereby irrevocably and unconditionally: (i) agrees that any legal action, suit, or proceeding arising out of or relating to this Deed of Trust shall be brought in the state or federal courts of the State of New York; and (ii) submits to the jurisdiction of any such court in any such action, suit, or proceeding.

Section 7.13 Waiver of Venue. Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Deed of Trust or the Secured Obligations in any court referred to in Section 7.12 and the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Ex 5-18

Section 7.14 Notices. Unless specifically stated otherwise in this Deed of Trust, all notices, requests, and communications required or permitted to be delivered hereunder shall be in writing and delivered to all persons at the addresses below, by one of the following methods:

(a) Hand delivery, whereby delivery is deemed to have occurred at the time of delivery.

(b) A nationally recognized overnight courier company, whereby delivery is deemed to have occurred the business day following deposit with the courier.

(c) Registered or certified United States mail, signature required and postage-prepaid, whereby delivery is deemed to have occurred on the third business day following deposit with the United States Postal Service.

(d) Electronic transmission (facsimile or e-mail) provided that the transmission is completed no later than 5:00 p.m. Central Standard Time on a business day and the original also is sent via overnight courier or United States mail, whereby delivery is deemed to have occurred at the end of the business day on which electronic transmission is completed.

To Grantor:	Name:	Leoncito Plant, L.L.C.

	Address:	c/o enCore Energy Corp.
		101 N. Shoreline
		Corpus Christi, Texas 78401

	E-mail:	pgoranson@encoreuranium.com

	Attn.:	Paul Goranson

with a copy to:	Name:	Greg Zerzan, General Counsel and Chief Administrative Officer

	E-mail:	gzerzan@encoreuranium.com

To Beneficiary:	Name:	David Frydenlund

	Address:	225 Union Blvd., Suite 600
		Lakewood, Colorado 80228

	E-mail:	dfrydenlund@energyfuels.com

with a copy to:	Name:	James Guttman

	Address:	c/o Dorsey & Whitney, LLP TD Canada Trust Tower
		Brookfield Place 161 Bay Street, Suite 4310
		Toronto, ON M5J 2S1
		Canada

	E-mail:	guttman.james@dorsey.com

To Trustee:	Name:	Steven R. Smith

	Address:	c/o Dorsey & Whitney, LLP
		200 Crescent Court, Suite 1600 Dallas, TX 75201

	E-mail:	smith.steve@dorsey.com

Ex 5-19

Any party may change its address for purposes of this Section 7.14 by giving written notice as provided in this Section 7.14.

All notices and demands delivered by a party’s attorney on a party’s behalf shall be deemed to have been delivered by said party. Notices shall be valid only if served in the manner provided in this Section 7.14.

Section 7.15 No Waiver; No Course of Dealing; No Invalidity. No failure to exercise and no delay in exercising on the part of Beneficiary any right, remedy, or power hereunder or rights, remedies, and powers otherwise provided by law or available in equity shall operate as a waiver thereof or preclude the exercise thereof during the continuance of any Event of Default or if any subsequent Event of Default occurs, nor shall any single or partial exercise of any right, remedy, or power hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, or power. No action or inaction of Beneficiary under this Deed of Trust shall be deemed to constitute or establish a “course of performance or dealing” that would require Beneficiary to so act or refrain from acting in any particular manner at a later time under similar or dissimilar circumstances. Wherever possible, each provision of this Deed of Trust shall be interpreted in such manner as to be effective and valid to the maximum extent allowed under applicable law.

Section 7.16 Release of Deed of Trust.

(a) Release on Satisfaction of Secured Obligations. If at any time during the period of this Deed of Trust the Secured Indebtedness has been paid and the Nonpecuniary Obligations have been performed in full, no indebtedness remains outstanding under the Loan Documents, and Beneficiary has no further obligation under the Loan Documents to make any additional advances to Grantor, then Beneficiary will, upon written request of Grantor, execute and deliver to Grantor a release, reconveyance, satisfaction, or cancellation (a “Release”) of this Deed of Trust and such other documentation (including without limitation UCC-3 termination statements) as may be reasonably necessary to effectuate the release and termination of Beneficiary’s liens and security interests on the Secured Property.

(b) Release on Sale or Transfer of the Secured Property. If the Secured Property or any portion thereof is sold or otherwise transferred in accordance with the provisions of the Note, then Beneficiary will, upon Grantor’s written request, execute and deliver to Grantor a Release of this Deed of Trust with respect to such portion of the Secured Property as is so sold or transferred and such other documentation (including without limitation UCC-3 termination statements) as may be reasonably necessary to effectuate the release and termination of Beneficiary’s liens and security interests on such portion of the Secured Property.

(c) Compliance with Applicable Laws. The foregoing provisions relating to the release, reconveyance, satisfaction, or cancellation of this Deed of Trust shall not be deemed or construed to supersede any obligation of Beneficiary to cause the release, reconveyance, satisfaction, or cancellation of this Deed of Trust that may be addressed by applicable law of the State of Texas, and it is expressly declared to be the intention and agreement of Beneficiary to comply with the requirements of applicable law with respect to such obligation.

Ex 5-20

ARTICLE VIII

TRUSTEE PROVISIONS

Section 8.01 Trustee’s Liability and Powers; Indemnification of Trustee. TRUSTEE WILL NOT BE LIABLE FOR ANY JUDGMENT ERROR OR ACT PERFORMED BY TRUSTEE IN GOOD FAITH, OR BE OTHERWISE RESPONSIBLE OR ACCOUNTABLE UNDER ANY CIRCUMSTANCES WHATSOEVER (INCLUDING FOR TRUSTEE’S OWN NEGLIGENCE AND/OR IN STRICT LIABILITY), EXCEPT FOR TRUSTEE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. Trustee will have the right to rely on any instrument, document, or signature authorizing or supporting any action taken or proposed to be taken by Trustee hereunder that is believed by Trustee in good faith to be genuine. All monies received by Trustee shall, until used or applied as herein specified, be held in trust by Trustee for the purposes for which they were received, but need not be segregated in any manner from any other moneys (except to the extent required by law), and Trustee will be under no liability for interest on any moneys received by Trustee hereunder. GRANTOR SHALL REIMBURSE TRUSTEE FOR, INDEMNIFY, AND SAVE TRUSTEE HARMLESS AGAINST, ANY AND ALL LIABILITY AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPENSES) WHICH MAY BE INCURRED BY TRUSTEE IN THE PERFORMANCE OF TRUSTEE’S DUTIES UNDER THIS DEED OF TRUST (INCLUDING ANY LIABILITY AND EXPENSES RESULTING FROM TRUSTEE’S OWN NEGLIGENCE AND/OR STRICT LIABILITY). The foregoing indemnity will not terminate upon release, foreclosure, or other termination of this Deed of Trust.

Section 8.02 Substitute Trustee. Beneficiary (or any agent, servicer, or special servicer acting on behalf of Beneficiary) may (without notice to Grantor) remove or replace Trustee, at any time, and/or from time to time, for any or no reason whatsoever, and Beneficiary (or any agent, servicer, or special servicer acting on behalf of Beneficiary) may, without notice and without specifying any reason therefor and without applying to any court, select and appoint a successor trustee or multiple successor trustees. Such appointment may be by instrument in writing, executed by any authorized agent or officer of Beneficiary, which need not be recorded to be effective, and all powers, rights, duties, and authority of Trustee, as set forth herein, shall thereupon become vested in such successor or successors. Such substitute trustee(s) shall not be required to give bond for the faithful performance of the duties of Trustee hereunder unless required by Beneficiary. The procedure provided for in this Section 8.02 for substitution of Trustee shall be in addition to and not in exclusion of any other provisions for substitution by law or otherwise. If multiple successor trustees are appointed as permitted hereunder, each of them shall be empowered to act hereunder without the joinder of any other successor trustees.

Ex 5-21

ARTICLE IX

STATE-SPECIFIC PROVISIONS

Section 9.01 State-Specific Provisions Control. In the event of any conflict between the terms and provisions set forth in this Article IX and the other terms and provisions of this Deed of Trust, this Article IX shall control.

Section 9.03 No Oral Agreements. IN ACCORDANCE WITH SECTION 26.02 OF THE TEXAS BUSINESS AND COMMERCE CODE, THE PARTIES ACKNOWLEDGE THAT THE WRITTEN LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Ex 5-22

IN WITNESS HEREOF, Grantor has executed this Deed of Trust on the dates set forth in the acknowledgment below to be effective as of the date first set forth above.

	Leoncito Plant, L.L.C.
	a Texas limited liability company

	By:
	Name:
	Title:

STATE OF _________________§

§

COUNTY OF_______________§

This instrument was acknowledged before me on the ______________day of _____________by______________, the ______ of ___________________, a __________________, on behalf of said _____________, for the purposes and consideration therein stated.

_____________________________

Notary Public in and for the State of ___________

[Seal]

Ex 5-23

EXHIBIT A

LEGAL DESCRIPTION

Ex 5-24

EXHIBIT 6

FORM OF LEASEHOLD DEED OF TRUST

ATTACHED TO AND MADE A PART OF THAT CERTAIN MEMBERSHIP INTEREST PURCHASE
AGREEMENT DATED NOVEMBER 13, 2022, BY AND AMONG EFR WHITE CANYON CORP.,
ENCORE ENERGY CORP., AND ENCORE ENERGY US CORP.

Ex 6-1

RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO:

Dorsey & Whitney LLP
200 Crescent Court, Suite 1600
Dallas, TX 75201
Attention: Steven Smith

A.P.N. _______________

SPACE ABOVE THIS LINE RESERVED FOR RECORDER’S USE

LEONCITO PROJECT, L.L.C.,
as trustor (Trustor)

STEVEN R. SMITH,
as trustee (Trustee)

for the benefit of

EFR WHITE CANYON CORP., as beneficiary (Beneficiary)

LEASEHOLD DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS,
SECURITY AGREEMENT, FINANCING STATEMENT, AND FIXTURE FILING

	Dated:	As of [______] _______, 2022

	Location:	________________________

		________________________
	County:	Brooks County

Ex 6-2

LEASEHOLD DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY

AGREEMENT, FINANCING STATEMENT, AND FIXTURE FILING

This Leasehold Deed of Trust, Assignment of Leases and Rents, Security Agreement, Financing Statement, and Fixture Filing (as amended, restated, supplemented, renewed, extended, or otherwise modified from time to time, this “Deed of Trust”), dated as of [__] , 2022, is made by Leoncito Project, L.L.C., a Texas limited liability company, having an address at c/o enCore Energy Corp., 101 N. Shoreline, Corpus Christi, Texas 78401 (the “Grantor”) in favor of Steven R. Smith, an individual, c/o Dorsey & Whitney LLP, 200 Crescent Court, Suite 1600, Dallas, Texas 75201, (together with all substitute and successor trustee(s) under this Deed of Trust, the “Trustee”), for the benefit of EFR WHITE CANYON CORP., a Delaware corporation, having an address at c/o Energy Fuels Inc., 225 Union Blvd., Suite 600, Lakewood, Colorado 80228, Attn: David Frydenlund, (together with its successors and assigns, “Beneficiary”).

RECITALS

On [_______], 2022, [Grantor; enCore Energy US Corp., a Nevada corporation; [EFR Alta Mesa, LLC], a Texas limited liability company; Leoncito Restoration, L.L.C, a Texas limited liability company; and Leoncito Plant, L.L.C. a Texas limited liability company (collectively the “Borrowers”)], executed that certain Secured Convertible Promissory Note made payable to Beneficiary in the amount of $60,000,000 (as amended, restated, supplemented, renewed, extended, or otherwise modified from time to time, the “Note”);

The Grantor is the lessee under that certain Amended and Restated Uranium Solution Mining Lease by and between Mesteña Unproven, Ltd., Jones Ranch Minerals Unproven Ltd., Mesteña Proven, Ltd., and Jones Ranch Minerals Proven, Ltd. (as Lessors) and Grantor, and Grantor is Grantee under that certain Amended and Restated Uranium Testing Permit and Lease Option Agreement by and between Mesteña Unproven, Ltd., Jones Ranch Minerals Unproven, Ltd., and Mesteña Proven Ltd. (together as Grantor), and Grantor dated May 1, 2016, effective August 1, 2006 (collectively the “Ground Leases”)

C.	It is a condition of the obligation of the Beneficiary to extend credit to the Borrower under the Note and the other Loan Documents (defined below) that Grantor execute and deliver this Deed of Trust for the benefit of Beneficiary;

D.	Grantor will receive substantial benefit from the execution, delivery, and performance of the Note and the other Loan Documents and is, therefore, willing to grant this Deed of Trust; and

E.	Grantor is the owner of certain fee surface and mineral interests in the Land (defined below) and Improvements (defined below).

AGREEMENT

ARTICLE I

DEFINITIONS

“Assignment Exercise Notice” has the meaning set forth in Section 3.02.

“Beneficiary” has the meaning set forth in the introductory paragraph.

Ex 6-3

“Borrower” has the meaning set forth in the Recitals.

“Compliance Notice” has the meaning set forth in Section 6.10.

“Debtor” has meaning set forth in Section 4.02.

“Deed of Trust” has the meaning set forth in the introductory paragraph.

“Event of Default” has the meaning set forth in the Note.

“Excluded Property” has the meaning set forth in the Security Agreement.

“Fixtures and Equipment” has the meaning set forth in Section 2.01(b).

“Grantor” have the meaning set forth in the introductory paragraph.

“Ground Leases” has the meaning set forth in the Recitals.

“Improvements” has the meaning set forth in Section 2.01(b).

“Land” has the meaning set forth in Section 2.01(a).

“Leases” has the meaning set forth in Section 2.01(e).

“License” has the meaning set forth in Section 3.02.

“Loan Document” means any of the Loan Documents, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

“Nonpecuniary Obligations” has the meaning set forth in Section 2.02.

Ex 6-4

“Note” has the meaning set forth in the Recitals.

“Permitted Exceptions” means those matters set forth on Exhibit A attached hereto and incorporated herein by this reference.

“Personal Property” has the meaning set forth in Section 4.01.

“Property Agreements” has the meaning set forth in Section 2.01(f).

“Receiver” has the meaning set forth in Section 6.02.

“Release” has the meaning set forth in Section 7.16.

“Rents” has the meaning set forth in Section 2.01(d).

“Secured Indebtedness” has the meaning set forth in Section 2.02.

“Secured Party” has the meaning set forth in Section 4.02.

“Secured Obligations” has the meaning set forth in Section 2.02.

“Secured Property” has the meaning set forth in Section 2.01.

“Trustee” has the meaning set forth in the introductory paragraph.

“UCC” has the meaning set forth in Section 2.01(b).

ARTICLE II

GRANT AND SECURED OBLIGATIONS

(a) The Ground Leases, and all rights, title, estate and interest of Grantor in, to and under the Ground Leases;

Ex 6-5

(b) The leasehold interest and estate created by the Ground Leases in all those certain tracts or parcels of land in Brooks County, Texas, and being more particularly described in Exhibit A attached hereto and incorporated herein by this reference (the “Land”) and all minerals, oil, gas, and other hydrocarbon substances, sand, gravel, and other materials that may be mined, produced, or extracted in, on, or under the surface of the Land (to the extent owned by Grantor), as well as all development rights, air rights, water, water rights, water stock, utility reservations, sanitary sewer, and other utility capacities relating to the Land;

(c) All buildings, structures, and other improvements of every kind and nature whatsoever now or hereafter situated on the Land (collectively, the “Improvements”), all apparatus, equipment, fittings, fixtures, machinery, materials, supplies, and other items of personal property now owned or hereafter acquired by Grantor and now or hereafter affixed or attached to, installed in, or used in connection with the operation or maintenance of the Land or Improvements, including any fixtures as defined in the Uniform Commercial Code in effect in Texas and/or the jurisdiction where Grantor is located or organized (the “UCC”), and any appliances, storm doors and windows, lighting, plumbing, pipes, pumps, tanks, conduits, sprinkler and other fire prevention or suppression, refrigeration, incineration, escalator, elevator, loading, security, water, steam, gas, electrical, telephone, cable, internet, switchboards, storm and sanitary sewer, drainage, HVAC, boilers, waste removal, or other utility equipment or systems (collectively, the “Fixtures and Equipment”) and building, construction, development, and landscaping supplies and materials now or hereafter affixed to or located on or about the Land or the Improvements and all replacements, substitutions, and additions to the foregoing;

(d) All easements, rights-of-way, strips and gores of land, streets, ways, alleys, passages, sewer rights, utility reservations and capacity rights, waters, water courses, water rights and powers, estates, rights, titles, interests, minerals, royalties, privileges, liberties, tenements, hereditaments, and appurtenances whatsoever, in any way now or hereafter belonging, relating, or appertaining to the Land or the Improvements, or any part thereof and the reversions, remainders, rents, issues, and profits thereof, and all right to receive excess payments in any tax sale of the Land and the Improvements;

(e) Any and all rents, revenues, issues, profits, royalties, income, cash proceeds, security deposits, accounts, moneys, and other benefits that are now due or may hereafter become due by reason of the renting, leasing, bailment of all or any portion of the Land or the Improvements, or the use or occupancy thereof (collectively “Rents”);

(f) Subject to the rights of Grantor under this Deed of Trust, under the other Loan Documents, and under Chapter 64 of the Texas Property Code (and any amendments thereto or replacements thereof) all leases, subleases, sub-subleases, licenses, concessions, occupancy agreements, or other agreements (written or oral, now or at any time in effect and every modification, amendment, or other agreement relating thereto, including every guarantee of the performance and observance of the covenants, conditions, and agreements to be performed and observed by the other party thereto) other than the Ground Leases pursuant to which Grantor has granted a possessory interest in, or the right to use or occupy, all or any part of the Land and/or Improvements, together with all related security and other deposits (in each case, as amended, amended and restated, supplemented, renewed, extended, substituted, or otherwise modified from time to time, collectively, “Leases”);

Ex 6-6

(g) All other contracts and agreements in any way relating to, executed in connection with, or used in the development, construction, use, occupancy, operation, maintenance, enjoyment, acquisition, management, or ownership of the Land and/or Improvements or the sale of goods or services produced in or relating to the Land and/or Improvements (collectively, in each case as amended, amended and restated, supplemented, renewed, extended, substituted, or otherwise modified from time to time, the “Property Agreements”) including: (i) all construction contracts, architects’ agreements, engineers’ contracts, utility contracts, letters of credit, escrow agreements, maintenance agreements, management, leasing, and related agreements, parking agreements, equipment leases, service contracts, operating leases, catering and restaurant leases and agreements, franchise agreements, agreements for the sale, lease, or exchange of goods or other property, agreements for the performance of services, permits, variances, licenses, certificates and entitlements; (ii) all material agreements and instruments under which Grantor or any of its affiliates or the seller of the Land and/or Improvements have remaining rights or obligations in respect of Grantor’s acquisition of the Land and/or Improvements or equity interests therein; (iii) business licenses, variances, entitlements, certificates, state health department licenses, liquor licenses, food service licenses, certificates of need, and all other permits, licenses, and rights obtained from any governmental authority or private person; (iv) all rights of Grantor to receive monies due and to become due under or pursuant to the Property Agreements; (v) all claims of Grantor for damages arising out of or for breach of or default under the Property Agreements; and (vi) all rights of Grantor to terminate, amend, supplement, modify, or waive performance under the Property Agreements, to compel performance and otherwise to exercise all remedies thereunder, and, with respect to Property Agreements that are letters of credit, to make any draws thereon;

(h) All insurance or other settlement proceeds (or any unearned premiums therefor) relating to or arising out of the foregoing, all proceeds of a sale of all or any portion of the foregoing, and all causes of action, claims, compensation, awards, damages, proceeds, payments, relief, or recoveries, including interest thereon, as a result of any casualty or condemnation event of all or any part of the Land and/or Improvements or for any damage or injury to it or for any loss or diminution in value of the Land and/or Improvements (collectively, the “Proceeds”); and

(i) To the extent not included in the foregoing, all cash and non-cash proceeds, products, offspring, rents, revenues, issues, profits, royalties, income, benefits, additions, renewals, extensions, substitutions, replacements, and accessions of and to any and all of the foregoing.

Ex 6-7

Section 2.02 Secured Obligations. This Deed of Trust is made and intended to secure the due and punctual payment and performance of the following obligations, indebtedness, and liabilities:

(a) the Note, providing, in part, that if certain defaults occur, the unpaid principal amount thereof and all accrued unpaid interest may be declared due and payable, at the holder’s option, prior to the stated maturity thereof, and providing further for the payment of reasonable attorney’s fees and other expenses of collection, subject to the terms and conditions of the Loan Documents; (b) any funds subsequently advanced by any Lender to or for the benefit of any Obligor, or as contemplated by any Loan Document and all other indebtedness or monetary obligations, of whatever kind or character, owing or which may hereafter become owing by any Obligor to any Lender pursuant to the Loan Documents, whether such indebtedness is direct or indirect, primary or secondary, fixed or contingent, or arises out of or is evidenced by note, deed of trust, endorsement, surety agreement, letter of credit, reimbursement agreement, guaranty, or otherwise, it being contemplated that any Obligor may hereafter become indebted to the Beneficiary in further sum or sums; and (c) the obligations of any party (other than Beneficiary) from time to time arising under the Loan Documents, all other agreements, duties, indebtedness, obligations and liabilities of any kind of any Obligor and any other party (other than Beneficiary) under, out of, or in connection with the other Loan Documents or any other document made, delivered or given in connection with any of the foregoing, in each case, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether allowed in any bankruptcy, insolvency, receivership or other similar proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several(all of the aforesaid, the “Secured Indebtedness”). The Secured Indebtedness shall be payable in accordance with the Note; and, unless otherwise provided herein or in the instruments evidencing the Secured Indebtedness, shall bear interest as provided therein. In addition, any and all reasonable attorney’s fees and expenses of collection payable under the terms of the Loan Documents shall be and constitute a part of the Secured Indebtedness secured hereby. This Deed of Trust shall also secure all renewals, rearrangements, extensions, and increases of any of the Secured Indebtedness; and (c) any and all obligations of any Obligor under the Loan Documents that are not related to timely making the required payments on the Secured Indebtedness (the “Nonpecuniary Obligations”). The Secured Indebtedness and the Nonpecuniary Obligations are collectively referred to herein as the “Secured Obligations.”

ARTICLE III

ASSIGNMENT OF LEASES AND RENTS

Section 3.01 Assignment of Leases and Rents.

Ex 6-8

Section 3.02 Revocable License.

Section 3.03 Certain Rights of Beneficiary.

Ex 6-9

ARTICLE IV

SECURITY AGREEMENT AND FIXTURE FILING

Ex 6-10

ARTICLE V

GRANTOR’S REPRESENTATIONS, WARRANTIES, AND COVENANTS

Section 5.01 Grantor’s Covenants.

(b) Grantor shall forever warrant and defend the title to the Secured Property unto Beneficiary against the claims of all persons claiming by, through or under Grantor.

(d) Grantor represents and warrants that it has full right and authority to make the conveyance and grant the security interests pursuant to the Loan Documents.

Section 5.02 Covenants Regarding Ground Leases.

(a) Grantor shall at all times fully perform and comply with all the agreements, covenants, terms and conditions imposed upon the Grantor under the Ground Leases, and if Grantor shall fail so to do, Beneficiary may (but shall not be obligated to) take any action Beneficiary deems necessary or desirable to prevent or cure any default thereunder including, without limitation, performance of any of the Grantor’s covenants or obligations under the Ground Leases; provided, however, to the extent that an Event of Default is not continuing, Beneficiary shall allow Grantor an opportunity to cure any such breach under the applicable Ground Lease by providing to Grantor not less than 5 Business Days’ prior notice of Beneficiary’s intent to exercise any action pursuant to this Section 5.02(a) and, to the extent Grantor has failed to cure any such breach within such 5 Business Day period in Beneficiary’s reasonable determination, Beneficiary shall have the right (and not the obligation) to take any action Beneficiary deems necessary or desirable to prevent or cure any such default. Upon Beneficiary’s request, Grantor will submit satisfactory evidence of payment of all of its monetary obligations under the Ground Leases (including but not limited to rents, taxes, assessments, insurance premiums and operating expenses).

Ex 6-11

(b) Upon receipt by Beneficiary from the Landlord under the applicable Ground Lease of any written notice of default by Grantor, Beneficiary may rely thereon and take such action as aforesaid to cure such default even though the existence of such default or the nature thereof be questioned or denied by Grantor. Beneficiary may pay and expend such sums of money as Beneficiary in its sole discretion deems necessary for any such purpose, and Grantor hereby agrees to pay to Beneficiary, immediately and without demand, all such sums so paid and expended by Beneficiary, together with interest thereon from the date of each such payment at the Default Rate (as defined in the Note). All sums so paid and expended by Beneficiary, and the interest thereon, shall be added to and be secured by the lien of this Deed of Trust.

(c) Grantor shall not surrender its leasehold estate and its interest created under the Ground Leases, nor terminate or cancel any of the Ground Leases.

(d) So long as any of the Secured Obligations remain unpaid or unperformed, the fee title to and the leasehold estate in the Land subject to the Ground Leases shall not merge but shall always be kept separate and distinct notwithstanding the union of such estates in the landlord under the applicable Ground Lease or Grantor, or in a third party, by purchase or otherwise. If Grantor acquires the fee title or any other estate, title or interest in the Land, or any part thereof by the exercise of any purchase option or right under the applicable Ground Leases or otherwise, the lien of this Deed of Trust shall attach to, cover and be a lien upon such acquired estate, title or interest and the same shall thereupon be and become a part of the Secured Property with the same force and effect as if specifically encumbered herein. Grantor agrees to execute all instruments and documents that Beneficiary may reasonably require to ratify, confirm and further evidence the lien of this Deed of Trust on the acquired estate, title or interest. Furthermore, Grantor hereby appoints Beneficiary as its true and lawful attorney-in- fact to execute and deliver, after the occurrence and during the continuation of an Event of Default, all such instruments and documents in the name and on behalf of Grantor. This power, being coupled with an interest, shall be irrevocable as long as any portion of the Secured Obligations remain unpaid or unsatisfied.

ARTICLE VI

REMEDIES

Ex 6-12

(d) Foreclosure.

Ex 6-13

Ex 6-14

Ex 6-15

Ex 6-16

ARTICLE VII

MISCELLANEOUS

Ex 6-17

(a) Hand delivery, whereby delivery is deemed to have occurred at the time of delivery.

(b) A nationally recognized overnight courier company, whereby delivery is deemed to have occurred the business day following deposit with the courier.

Ex 6-18

To Grantor:	Name:	Leoncito Project, L.L.C.

	Address:	c/o enCore Energy Corp. 101 N. Shoreline Corpus Christi, Texas 78401

	E-mail:	pgoranson@encoreuranium.com

	Attn.:	Paul Goranson

with a copy to:	Name:	Greg Zerzan, General Counsel and Chief Administrative Officer

	E-mail:	gzerzan@encoreuranium.com

To Beneficiary:	Name:	David Frydenlund

	Address:	225 Union Blvd., Suite 600 Lakewood, Colorado 80228

	E-mail:	dfrydenlund@energyfuels.com

with a copy to:	Name:	James Guttman

	Address:	c/o Dorsey & Whitney, LLP TD Canada Trust Tower Brookfield Place 161 Bay Street, Suite 4310 Toronto, ON M5J 2S1 Canada

	E-mail:	guttman.james@dorsey.com

To Trustee:	Name:	Steven R. Smith

	Address:	c/o Dorsey & Whitney, LLP 200 Crescent Court, Suite 1600 Dallas, TX 75201

	E-mail:	smith.steve@dorsey.com

Any party may change its address for purposes of this Section 7.14 by giving written notice as provided in this Section 7.14.

Ex 6-19

Section 7.16 Release of Deed of Trust.

Ex 6-20

ARTICLE VIII

TRUSTEE PROVISIONS

ARTICLE IX

STATE-SPECIFIC PROVISIONS

Ex 6-21

IN WITNESS HEREOF, Grantor has executed this Deed of Trust on the dates set forth in the acknowledgment below to be effective as of the date first set forth above.

	Leoncito Project, L.L.C.
	a Texas limited liability company

	By:
	Name:
	Title:

STATE OF _______________§

COUNTY OF ______________§

This instrument was acknowledged before me on the ___ day of _____________________ by ___________________, the ______________ of ______________, a ______________, on behalf of said ______________, for the purposes and consideration therein stated.

Notary Public in and for the State of ______________

[Seal]

Ex 6-22

EXHIBIT A

LEGAL DESCRIPTION

Ex 6-23

EXHIBIT 7

FORM OF GUARANTY AGREEMENT

ATTACHED TO AND MADE A PART OF THAT CERTAIN MEMBERSHIP INTEREST PURCHASE AGREEMENT DATED NOVEMBER 13, 2022, BY AND AMONG EFR WHITE CANYON CORP., ENCORE ENERGY CORP., AND ENCORE ENERGY US CORP.

Ex 7-1

FORM OF GUARANTY AGREEMENT

THIS GUARANTY AGREEMENT (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this "Agreement") made and entered into as of ______________, 2022, by ENCORE ENERGY CORP., a British Columbia corporation ("Guarantor"), in favor of EFR WHITE CANYON CORP., a Delaware corporation (together with its successors and permitted assigns, “Lender”).

RECITALS

A. ENCORE ENERGY US CORP., a Nevada corporation (“Acquireco”), [EFR Alta Mesa LLC], a Texas limited liability company (“Alta Mesa”), Leoncito Plant, L.L.C., a Texas limited liability company (“Plant”), Leoncito Restoration, L.L.C., a Texas limited liability company (“Restoration”), and Leoncito Project, L.L.C., a Texas limited liability company (“Project” and, together with Acquireco, Alta Mesa, Plant, and Restoration, individually and collectively, as the context requires, the “Maker”), has delivered to Lender a Secured Promissory Note dated as of the date hereof (as the same may hereafter be amended, restated, or otherwise modified from time to time, the “Note”) pursuant to which Lender has agreed to extend to Maker certain credit accommodations consisting of a loan or loans in the stated principal amount of $60,000,000 (collectively, the "Loan"). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Note.

B. In order to induce Lender to make the Loan, and as additional security for the Loan and all other monies to be advanced under the Note and the other Loan Documents, Guarantor has agreed to give this Agreement.

C. Lender has refused to make the Loan unless this Agreement is executed by Guarantor and delivered to Lender.

Agreement

NOW, THEREFORE, in consideration of the recitals and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Guarantor hereby covenants and agrees as follows:

1. Guaranty. Guarantor hereby irrevocably, unconditionally and absolutely, guarantees to Lender the due and prompt payment (whether at stated maturity or earlier by acceleration or otherwise) and not just the collectability, of (a) all indebtedness, liabilities and other amounts and the due and prompt performance by Maker of all obligations to Lender arising under or relating to the terms of the Loan Documents of every kind, nature or description, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether allowed in any bankruptcy, insolvency, receivership or other similar proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several including, without limitation, all attorneys' fees and all other costs of collection, to the extent that Maker becomes fully liable to Lender for such amounts under the terms of the Loan Documents, and any extensions, renewals, refinancings or modifications of, or substitutes or replacements for, the Note or the other Loan Documents and the amount of any payments made to Lender or another by or on behalf of Maker that are recovered from Lender by a trustee, receiver, creditor or other party pursuant to applicable federal or state law, and (b) out-of-pocket costs and expenses (including, without limitation, all attorneys’ fees and expenses) incurred in connection with the enforcement of the rights of Lender under this Agreement (the payment and performance of the items set forth in this Section being hereinafter collectively referred to as the "Indebtedness Guaranteed").

Ex 7-2

2. Incorporation of Loan Documents. The Loan Documents (other than this Agreement) are hereby made a part of this Agreement by reference thereto with the same force and effect as if fully set forth herein and, to the best of Guarantor's knowledge, all representations and warranties made by Maker in the Loan Documents are true and correct.

3. Representations and Warranties. In order to induce Lender to make the Loan, Guarantor makes the representations and warranties to Lender set forth in this Section. Guarantor acknowledges that but for the truth and accuracy of the matters covered by the following representations and warranties, Lender would not have agreed to make the Loan. Guarantor represents and warrants to Lender as follows:

a. Neither the execution and delivery of this Agreement nor the performance of the provisions of the agreements herein contained on the part of Guarantor will result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under any agreement, indenture, loan or credit agreement or other instrument to which Guarantor is subject or result in the violation of any law, rule, regulation, order, judgment or decree to which Guarantor is subject.

b. There are no (i) bankruptcy proceedings involving Guarantor and none is contemplated; (ii) dissolution proceedings involving Guarantor and none is contemplated; (iii) unsatisfied judgments of record against Guarantor; or (iv) tax liens filed against Guarantor or its assets.

c. This Agreement has been duly executed and delivered by Guarantor and constitutes the legal, valid and binding obligation of Guarantor, enforceable in accordance with its terms, except as to enforcement of remedies, as may be limited by bankruptcy, insolvency or similar laws affecting generally the exercise and enforcement of creditor's rights and remedies.

d. There are no judgments, suits, actions or proceedings at law or in equity or by or before any governmental instrumentality or agency now pending against or, to the best of Guarantor's knowledge, threatened against or affecting Guarantor or its assets, or both, nor has any judgment, decree or order been issued against Guarantor or its assets, or both.

e. No consent or approval of any regulatory authority having jurisdiction over Guarantor is necessary or required by law as a prerequisite to the execution, delivery and performance of the terms of this Agreement.

f. Guarantor is not, as of the date hereof, (i) in default in the payment or performance of any of its obligations in connection with borrowed money or any other major obligation, or (ii) in default under any other material contract or agreement to which Guarantor is a party.

4. Reserved.

5. Payments. All payments due under this Agreement are payable upon demand by Lender and shall be paid in the manner set forth in the Note or at such other place as Lender shall notify Guarantor in writing.

Ex 7-3

6. Absolute and Unconditional Guaranty. This Agreement and the obligations of Guarantor under this Agreement constitute an absolute, present and continuing guaranty of payment and performance and not of collectability. The obligations of Guarantor under this Agreement are in no way conditioned or contingent upon any action or omission by Lender or upon any other action, occurrence, or circumstance whatsoever. It is expressly understood and agreed that the obligations of Guarantor hereunder are and shall be absolute under any and all circumstances and shall not be subject to any counterclaim, setoff, deduction or defense based upon any claim that Guarantor may have against Maker or Maker may have against Lender. Guarantor agrees that its liability hereunder shall be direct and immediate as a primary obligation and liability, irrespective of whether Lender has declared an Event of Default or commenced the exercise of any remedies under the Loan Documents, Lender may, at its option, proceed directly and at once, without notice, against Guarantor to collect and recover the full amount of the Indebtedness Guaranteed, or any portion thereof, without proceeding against Maker or any other person or entity, and/or without first foreclosing upon, selling, or otherwise disposing of or collecting or applying against any of the collateral for the Loan.

7. Waiver of Notice and Consent. The obligations of Guarantor hereunder shall remain in full force and shall not be impaired by: (a) any agreement extending or otherwise altering the time for or the terms of payment of all or any part of the sums due under the Note, any other Loan Document; (b) any express or implied modification, renewal, extension or acceleration of or to the Note, any other Loan Document; (c) any exercise or non-exercise by Lender of any right or privilege under any of the Loan Documents or this Agreement; (d) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Guarantor, Maker, or any affiliate of Maker or Guarantor, or any action taken with respect to this Agreement by any trustee or receiver or by any court in any such proceeding, whether or not Guarantor shall have had notice or knowledge of any of the foregoing; (e) any release, settlement, compromise, waiver or discharge of any claim of Lender against Maker or any Guarantor from liability under any of the Loan Documents; (f) any subordination, compromise, settlement, release (by operation of law or otherwise), discharge, compound, collection, liquidation, waiver, modification, resort to, exercise or refrain from exercising any right Lender may have under any of the Loan Documents or any collateral, if any, described in any of the Loan Documents, this Agreement or otherwise, or any substitution with respect thereto; (g) any assignment or other transfer of any of the Loan Documents, in whole or in part; (h) any acceptance of partial performance of any of the obligations of Maker or Guarantor under any of the Loan Documents or this Agreement; (i) any consent to the transfer of any collateral, if any, described in any of the Loan Documents or otherwise; (j) any bid or purchase at any sale of the collateral, if any, described in any of the Loan Documents or otherwise; (k) any acceptance of additional security or guarantees of any kind; and (l) any additional loan or extension of credit to or for the benefit of Maker or Guarantor. Guarantor hereby agrees that Lender may from time to time without notice to or consent of Guarantor and upon such terms and conditions as Lender deems advisable take any of the above actions without affecting this Agreement.

8. Waiver of Defenses. Guarantor hereby unconditionally and absolutely waives the following defenses to enforcement of this Agreement: (a) any obligation on the part of Lender to protect, secure or insure any of the security given for the payment of the sums due under the Note and the other Loan Documents; (b) any defense arising by reason of the invalidity or unenforceability of any of the Loan Documents; (c) the release of any of the security given for the payment of the Note; (d) notice of acceptance of this Agreement by Lender; (e) notice of presentment, demands, demands for payment or performance, notice of non-performance, protests, notices of protest and notices of dishonor, notice of non-payment or partial payment and all other notices or formalities; (f) notice of any defaults under the Note or in the performance of any of the covenants and agreements contained therein or in any other Loan Document given as security for the Note; (g) any limitation or exculpation of liability on the part of Maker whether contained in the Note or otherwise; (h) the transfer or sale by Maker of the security, if any, given for the Note, the other Loan Documents or the Indebtedness Guaranteed or the diminution in value thereof; (i) any failure, neglect or omission on the part of Lender to realize on or protect the security, if any, given for the Note or the other Loan Documents; (j) any right to require that Lender proceed against Maker or exercise its rights under the Loan Documents or exhaust its rights with respect to any security given in the Loan Documents prior to enforcing this Agreement; provided, however, at its sole discretion Lender may either in a separate action or an action pursuant to this Agreement pursue its remedies against Maker or any other guarantor or surety, without affecting its rights under this Agreement; (k) notice to Guarantor of the existence of or the extending to Maker of the Loan; (l) any order, method or manner of application of any payments on the Loan, the Loan Documents or the Indebtedness Guaranteed; (m) any right to insist Lender disburse the full principal amount of the Note to Maker or the order, method, manner or amounts disbursed under the Note; (n) any defense arising by reason of the manner in which Lender has exercised its remedies; (o) any right of subrogation and any rights to enforce any remedy which Lender now has or may hereafter have against Maker and any benefit of, and any right to participate in, any security now or hereafter held by Lender; (p) any defense of waiver, release, discharge in bankruptcy, statute of limitations, res judicata, statute of frauds, anti-deficiency statute, fraud, ultra vires acts, usury, illegality or unenforceability which may be available to Maker in respect of the Note or any other Loan Document; or (q) any setoff available against Lender to Maker whether or not on account of a related transaction. Guarantor further agrees that no act or thing, except for payment in full, which but for this provision might or could in law or in equity act as a release of the liabilities of Guarantor hereunder, shall in any way affect or impair this Agreement.

Ex 7-4

9. Deficiency. Guarantor expressly agrees that it shall be and remain liable for the Indebtedness Guaranteed to the extent that it constitutes a deficiency remaining after foreclosure of the security interest, if any, securing the Note, notwithstanding provisions of law that may prevent Lender from enforcing such deficiency against Maker.

10. Insolvency of Maker. The liability of Guarantor shall not be affected or impaired by any voluntary or involuntary dissolution, sale or other disposition of all or substantially all the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar event or proceeding affecting Maker or any of its assets.

11. Subordination to Indebtedness Guaranteed; No Subrogation.

a. Any indebtedness of Maker to Guarantor now or hereafter existing (including, but not limited to, any rights to subrogation that Guarantor may have as a result of any payment by Guarantor under this Agreement), together with any interest thereon, shall be, and such indebtedness is, hereby deferred, postponed and subordinated to the prior payment in full of the Indebtedness Guaranteed. Until payment in full of the Indebtedness Guaranteed, Guarantor agrees not to accept any payment or satisfaction of any kind of indebtedness of Maker to Guarantor and hereby assign such indebtedness to Lender, including the right to file proof of claim and to vote thereon in connection with any such proceeding under the U.S. Bankruptcy Code, including the right to vote on any plan of reorganization. Further, Guarantor agrees that until such payment in full of the Indebtedness Guaranteed, (a) Guarantor shall not accept payment from the others by way of contribution on account of any payment made hereunder by such party to Lender, (b) Guarantor will not take any action to exercise or enforce any rights to such contribution, and (c) if Guarantor should receive any payment, satisfaction or security for any indebtedness of Maker to Guarantor or for any contribution by any other guarantor for payment made hereunder by the recipient to Lender, the same shall be delivered to Lender in the form received, endorsed or assigned as may be appropriate for application on account of, or as security for, the Indebtedness Guaranteed and until so delivered, shall be held in trust for Lender as security for the Indebtedness Guaranteed.

b. In consideration of the benefits accruing to Guarantor from Maker, Guarantor hereby expressly waives all rights of subrogation, contribution, indemnification or other similar legal or equitable rights which Guarantor may now or hereafter otherwise be entitled to assert against Maker, whether arising by contract, by operation of law (including, without limitation, any such right arising under the U.S. Bankruptcy Code) or otherwise with respect to or by reason of any payment by Guarantor under this Agreement or on account of the Loan in connection herewith. Guarantor agrees that the payment of any amount or amounts by Guarantor pursuant to this Agreement shall not in any way entitle Guarantor whether at law, in equity or otherwise to any right to participate in any security held by Lender for the payment of the Indebtedness Guaranteed, any right to direct the application or disposition of any such security or any right to direct the enforcement of any such security.

c. Guarantor hereby agrees that this Agreement shall continue to be effective or be reinstated, as the case may be, if at any time payment of any amount due under this Agreement or otherwise with respect to the Loan is rescinded or must otherwise be restored or returned by Lender upon the insolvency, bankruptcy or reorganization of Maker, or for any other reason, whether by court order, administrative order or settlement, all as though such payment had not been made.

12. Maker's Financial Condition. Guarantor has knowledge of Maker's financial condition and affairs and of all other circumstances which bear upon the risk assumed by Guarantor under this Agreement. Guarantor hereby agrees to continue to keep itself informed thereof while this Agreement is in force and agree that Lender has no obligation to investigate the financial condition or affairs of Maker for the benefit of Guarantor or to advise Guarantor of any fact respecting, or any change in, the financial condition or affairs of Maker or any other circumstance which may bear upon Guarantor's risk hereunder which come to the knowledge of Lender at any time, whether or not Lender knows, believes or has reason to know or to believe that any such fact or change is unknown to Guarantor or might or does materially increase the risk of Guarantor hereunder.

Ex 7-5

13. Transfer of Assets. Guarantor shall not transfer any of its assets for the sole purpose of preventing Lender from satisfying any judgment rendered under this Agreement therefrom, either before or after the entry of any such judgment. In no event shall the foregoing prevent Guarantor from assigning, transferring, selling or disposing of assets in the ordinary course of its business, including granting security interests in connection with any financing transaction.

14. Release of Liability. Any one or more parties liable upon or in respect of this Agreement or any other guaranty in support of the obligations under the Note or the other Loan Documents may be released without affecting the liability of any party not so released.

15. Transfer of the Note and Loan Documents. This Agreement shall run with the Note and the other Loan Documents without the need for any further assignment of this Agreement to any subsequent holder of the Note or the need for any notice to Guarantor thereof. Upon endorsement or assignment of the Note to any subsequent holder, said subsequent holder of the Note may enforce this Agreement as if said holder had been originally named as a Lender hereunder.

16. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Texas.

17. Jurisdiction. Guarantor irrevocably (a) agree that any suit, action or other legal proceeding arising out of or relating to this Agreement may be brought in a court of record in the State of Texas or in the courts of the United States of America located in the State of Texas, (b) consent to the non-exclusive jurisdiction of each such court in any suit, action or proceeding, and (c) waive any objection which it may have to the laying of venue of any such suit, action or proceeding in any of such courts and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. Nothing contained herein shall prevent Lender from bringing any action or exercising any rights against any security given to Lender by Maker, or against Maker personally, or against any property of Maker, within any other state or commonwealth. Commencement of any such action or proceeding in any other state or commonwealth shall not constitute a waiver of the agreement as to the laws of the state or commonwealth which shall govern the rights and obligations of Guarantor and Lender hereunder.

Ex 7-6

18. Guarantor Not Released. No delay or omission of Lender to exercise any of its rights and remedies under this Agreement or any other Loan Document at any time following the happening of an Event of Default, as defined in the Note, shall constitute a waiver of the right of Lender to exercise such rights and remedies at a later time by reason of such Event of Default or by reason of any subsequently occurring Event of Default. The acceptance by Lender of payment of any sum payable hereunder after the due date of such payment shall not be a waiver of Lender’s right to either require prompt payment when due of all other sums payable hereunder or to declare a default for failure to make prompt payment.

19. Captions. The captions to the Sections of this Agreement are for convenience only and shall not be deemed part of the text of the respective Sections and shall not vary, by implication or otherwise, any of the provisions of this Agreement

20. Severability. The parties hereto intend and believe that each provision of this Agreement comports with all applicable local, state and federal laws and judicial decisions. However, if any provision or any portion of any provision contained in this Agreement is held by a court of law to be invalid, illegal, unlawful, void or unenforceable as written in any respect, then it is the intent of all parties hereto that such portion or provision shall be given force to the fullest possible extent that it is legal, valid and enforceable, that the remainder of the Guaranty shall be construed as if such illegal, invalid, unlawful, void or unenforceable portion or provision was not contained therein, and the rights, obligations and interests of any Guarantor and Lender under the remainder of this Agreement shall continue in full force and effect.

21. Successors and Assigns. The provisions of this Agreement shall be binding upon Guarantor and upon Guarantor’s heirs, administrators, representatives, executors, successors and assigns and shall inure to the benefit of Lender and its successors and assigns. As used herein the words “successors and assigns” shall also be deemed to include the heirs, representatives, administrators and executors of any natural person who is a party to this Agreement.

22. Remedies Cumulative. The remedies of Lender as provided in this Agreement and the Loan Documents and the warranties contained herein or therein shall be cumulative and concurrent, may be pursued singly, successively or together at the sole discretion of Lender, may be exercised as often as occasion for their exercise shall occur and in no event shall the failure to exercise any such right or remedy be construed as a waiver or release of such right or remedy. No remedy under this Agreement or under any other Loan Document conferred upon or reserved to Lender is intended to be exclusive of any other remedy provided in this Agreement or in any other Loan Document or provided by law, but each shall be cumulative and shall be in addition to every other remedy given under this Agreement or any other Loan Document or now or hereafter existing at law or in equity or by statute.

23. No Oral Modification. No waiver, amendment, release or modification of this Agreement shall be made orally or shall be established by conduct, custom or course of dealing but only by an instrument in writing duly executed by Lender and Guarantor.

Ex 7-7

24. Notices. All notices and other communications in respect of this Agreement (including, without limitation, any modifications of, or requests, waivers or consents under, this Agreement) shall be given in writing and shall be deemed effectively given (a) upon personal delivery to the other party, (b) the next Business Day after deposit with a national overnight delivery service, postage prepaid, addressed as set forth below, as applicable, provided that the sending party receives confirmation of delivery from such delivery service or (c) three (3) Business Days after deposit with the United States Post Office, postage prepaid, addressed to Guarantor at enCore Energy Corp. 101 N. Shoreline Blvd., Suite 450, Corpus Christi, TX 78401, Attention: Paul Goranson; or to the Lender at Energy Fuels Inc., 225 Union Blvd., Suite 600, Lakewood, Colorado 80228, attention: David Frydenlund, or at such other address as such party may designate by three (3) days’ advance written notice to the other party.

25. Joint and Several Liability. The promises and agreements herein shall be construed to be and are hereby declared to be the joint and several promises and agreements of Guarantor and any other guarantor, if any, of the Indebtedness Guaranteed and shall constitute the joint and several obligations of Guarantor and any such guarantor and shall be fully binding upon and enforceable against Guarantor and each such guarantor. Neither the death nor release of Guarantor or any other guarantor, if any, of the Indebtedness Guaranteed shall affect or release the joint and several liability of any other person or party. Lender may at its option enforce this Agreement against Guarantor, and Lender shall not be required to resort to enforcement against any other guarantor, if any, of the Indebtedness Guaranteed and the failure to proceed against or join any such guarantor shall not affect the joint and several liability of any other guarantor.

26. WAIVER OF JURY TRIAL. LENDER BY ITS ACCEPTANCE HEREOF AND GUARANTOR HEREBY VOLUNTARILY, KNOWINGLY AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AGREEMENT, REGARDLESS OF WHETHER SUCH ACTION OR PROCEEDING CONCERNS ANY CONTRACTUAL OR TORTIOUS OR OTHER CLAIM. GUARANTOR ACKNOWLEDGES THAT THIS WAIVER OF JURY TRIAL IS A MATERIAL INDUCEMENT TO LENDER IN EXTENDING CREDIT TO MAKER, THAT LENDER WOULD NOT HAVE EXTENDED SUCH CREDIT WITHOUT THIS JURY TRIAL WAIVER, AND THAT GUARANTOR HAS BEEN REPRESENTED BY AN ATTORNEY OR HAS HAD AN OPPORTUNITY TO CONSULT WITH AN ATTORNEY IN CONNECTION WITH THIS JURY TRIAL WAIVER AND UNDERSTANDS THE LEGAL EFFECT OF THIS WAIVER.

27. Effectiveness. This Agreement and the other Loan Documents constitute the entire contract among the parties with respect to the subject matter hereof and supersede all previous agreements and understandings, oral or written, with respect thereto. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement.

[The remainder of this page is intentionally left blank]

Ex 7-8

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the day and year first above written.

	GUARANTOR:

	ENCORE ENERGY CORP.

	By:
	Name:
	Title:

Ex 7-9

EXHIBIT 8

FORM OF SIDE LETTER

ATTACHED TO AND MADE A PART OF THAT CERTAIN MEMBERSHIP INTEREST PURCHASE AGREEMENT DATED NOVEMBER 13, 2022, BY AND AMONG EFR WHITE CANYON CORP., ENCORE ENERGY CORP., AND ENCORE ENERGY US CORP.

Ex 8-1

ENCORE ENERGY, INC.

Date: [____________] [__], 2022

Energy Fuels Inc.

225 Union Blvd., Suite 600

Lakewood, Colorado 80228

Attention: David Frydenlund

Email: dfrydenlund@energyfuels.com

Ladies and Gentlemen:

This letter agreement (this “Letter Agreement”) is being delivered pursuant to that certain Secured Convertible Promissory Note, dated the date hereof (the “Note”), by and among Encore Energy US Corp., a Nevada corporation (“Acquireco”), EFR Alta Mesa LLC, a Texas limited liability company (“Alta Mesa”), Leoncito Plant, L.L.C., a Texas limited liability company (“Plant”), Leoncito Restoration, L.L.C., a Texas limited liability company (“Restoration”), and Leoncito Project, L.L.C., a Texas limited liability company (“Project” and, together with Acquireco, Alta Mesa, Plant, and Restoration, individually and collectively, as the context requires, the “Maker”), enCore Energy Corp., a British Columbia corporation (“enCore”), and EFR White Canyon Corp., a Delaware corporation (“Payee”). Capitalized terms used but not otherwise defined in this Letter Agreement will have the respective meanings set forth in the Note.

As a condition and inducement to the willingness of the each Maker and enCore to enter into the Note and incur the obligations set forth therein, each of enCore, Energy Fuels, Inc., an Ontario corporation (“Energy Fuels”), and Seller hereby acknowledge and agree as follows:

Restrictions on Transfer. Without the prior written consent of enCore (which consent may be granted or withheld in its sole discretion), and except as expressly permitted by Section 2 of this Letter Agreement, Seller hereby agrees that it will not (and Energy Fuels shall cause Seller not to), during the period beginning on the date of this Letter Agreement and ending on the later to occur of (x) the date Seller ceases to own any Conversion Shares (without violating any of the provisions of this Section 1) and (y) the date the Note is prepaid in full (the “Transfer Restriction Period”), directly or indirectly, (A) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, hypothecate, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise dispose of or transfer, any Conversion Shares, (B) enter into any swap, hedge or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Conversion Shares, whether any such swap, hedge or transaction is to be settled by delivery of Conversion Shares or other securities, in cash or otherwise, or (C) publicly disclose the intention to make any such offer, pledge, sale or disposition, or to enter into any such swap, hedge, transaction or other arrangement. Each of Seller and Energy Fuels represents and warrants to enCore that, as of the date hereof, neither Seller, Energy Fuels nor any of their Affiliates has taken any action prohibited by this Section 1.

Ex 8-2

Leak-Out Provisions; Short Sale Restriction. Notwithstanding Section 1, Seller shall be permitted to offer, sell, or contract to sell during the Transfer Restriction Period (a) a number of Conversion Shares resulting from the conversion of up to ten million United States dollars ($10,000,000.00) of the principal amount of the Note in any given thirty (30) day period, (b) negotiated off-market “block trade” or “cross trade” sales each to a single purchaser, provided that, at least one hundred thousand (100,000) Conversion Shares are sold in each such sale, and (c) a secondary distribution of Conversion Shares in a transaction that is underwritten by a registered broker or dealer. Seller shall comply with all applicable laws (including, without limitation, securities laws) in connection with any sales permitted under this Section 2. During the Transfer Restriction Period, Energy Fuels shall not (and shall cause its affiliates not to) engage in any short sales, whether hedged or unhedged, involving Common Shares. In addition, notwithstanding anything in Section 1 or the limitations noted in Section 2, Energy Fuels or Seller shall be permitted to tender any Conversion Shares held by it to a take-over bid or to vote in favour of a plan of arrangement or similar transaction involving the acquisition of enCore in respect of any such transaction, provided at the time of such tender or vote none of Energy Fuels, Seller or any of their affiliates have breached or violated Section 3 of this Letter Agreement.

As used in this Letter Agreement, “Conversion Shares” shall mean any Common Shares issued or to be issued upon a conversion of principal of the Note pursuant to Section 4 thereof, and shall also include any other securities of enCore or any other Person resulting from any reclassification, merger, consolidation, subdivision, stock split of Common Stock or any dividend of any stock or other equity interest paid to holders of Common Stock, and “Person” shall mean any corporation, limited liability company, partnership, trust or other entity.

Standstill Provisions. Without the prior written consent of enCore (which consent may be granted or withheld in its sole discretion), during the period beginning on the date of this Letter Agreement and ending on the earlier of (i) the date that Seller ceases to “beneficially own” (as defined in Rule 13d-3 under the Exchange Act) at least five percent (5%) of all of the outstanding Common Stock (without violating any of the provisions of Section 1), and (ii) the end of the Transfer Restriction Period, it and its affiliates will not, and will cause its representatives acting on its behalf and its affiliates not to, directly or indirectly, acting alone or in concert with others:

(i)

acquire, or offer or agree to acquire, directly or indirectly, by purchase or otherwise, any debt or equity securities of enCore or its subsidiaries (or direct or indirect rights or options to acquire any debt or equity securities (other than Conversion Shares issued pursuant to the Note) of enCore or its subsidiaries or any derivative securities, swaps or similar instruments relating to any debt or equity securities of enCore);

(ii)

directly or indirectly, in any way solicit proxies or consents or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A under the Securities Exchange Act of 1934, as amended) of proxies or consents to vote, or seek to advise or influence any Person with respect to the voting of any, securities of enCore with regard to any matter;

(iii)

seek to control or influence the management or board of directors of enCore with respect to the policies of enCore, seek to advise, encourage or influence any Person with respect to the voting of any securities of enCore or seek to induce or in any manner to assist any other Person to initiate any stockholder proposal with respect to the securities of enCore, any change of control of enCore or for the purpose of convening a meeting of stockholders of enCore or to initiate any tender or exchange offer for securities of enCore;

Ex 8-3

(iv)

except with respect to Conversion Shares issued pursuant to the Note, acquire or agree to acquire, by purchase or otherwise, any Common Stock or other securities of enCore;

(v)

without the prior written consent of the board of directors of enCore, make any public announcement (except as required by law or stock exchange policy) or make any written or oral proposal relating to a tender or exchange offer for securities of enCore, a merger, consolidation, business combination (or other similar transaction that would result in a change of control), recapitalization, sale of assets, liquidation, dissolution or other extraordinary corporate transaction between Energy Fuels or any of its affiliates and enCore (each such transaction being referred to herein as an “Acquisition”) or take any action that might require enCore to make a public announcement regarding any Acquisition;

(vi)

deposit any securities of enCore in a voting trust or subject any securities of enCore to any arrangement, agreement or understanding with respect to the voting of securities of enCore; or

(vii)

form, join or in any way participate in a partnership, limited partnership, syndicate or other group (or otherwise act in concert with any other Person) for the purpose of acquiring, holding, voting or disposing of any securities of enCore or taking any other actions restricted or prohibited under clauses (i) through (vi) of this Section 3.

Nothing in the foregoing shall prohibit (A) Seller from exercising any of its rights under the Note or the other Loan Documents or that certain Membership Interest Purchase Agreement, dated [●], 2022, by and among, enCore, AcquireCo, and Seller, (B) Seller from freely voting (or executing consents or proxies with respect to) the Conversion Shares with respect to any matter not arising out of a violation of this Section 3, (C) Energy Fuels from engaging in ordinary course private discussions with enCore, (D) Energy Fuels from making any request (but only privately to the board of directors of enCore) for any amendments, waivers, consents under or agreement not to enforce this Section 3 or (E) Energy Fuels or Seller from tendering to a take-over bid or voting in favour of a plan of arrangement or similar transaction involving the acquisition of enCore or entering into a lock-up or voting agreement in respect of any such transaction.

Foreign Private Issuer Status. enCore is, and shall be on the date the Note is issued, a “foreign private issuer” as defined in Rule 405 of the U.S. Securities Act of 1933, as amended.

This Letter Agreement may not be amended, modified, or supplemented except by an instrument in writing signed by the parties hereto.

This Letter Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Unless, enCore has consented in writing (which consent may be granted or denied in enCore’s sole discretion), Seller and Energy Fuels shall not assign, transfer or delegate all or any portion of its rights or obligations under this Letter Agreement and any purported assignment in violation of the terms hereof shall be null and void ab initio.

Seller and Energy Fuels acknowledge and agree that remedies at law will be inadequate to protect enCore and its subsidiaries from any actual or threatened breach of this Letter Agreement by Seller, Energy Fuels or their representations and, without prejudice to the rights and remedies otherwise available to enCore and its subsidiaries, each of Seller and Energy Fuels agree to the granting of injunctive relief, specific performance or other equitable relief in favor of enCore and its subsidiaries without proof of actual damages and to waive, and to cause its representatives to waive, any requirement for the securing or posting of any bond in connection with such remedy to the extent permitted by applicable law.

The provisions of Sections 16, 17, 22, and 23 of the Secured Convertible Promissory Note are incorporated by reference into this letter agreement, mutatis mutandis.

[Signature Page Follows]

Ex 8-4

EXHIBIT 9

FORM OF ENERGY FUELS HOLDINGS CORP. GUARANTY

ATTACHED TO AND MADE A PART OF THAT CERTAIN MEMBERSHIP INTEREST PURCHASE AGREEMENT DATED NOVEMBER 13, 2022, BY AND AMONG EFR WHITE CANYON CORP., ENCORE ENERGY CORP., AND ENCORE ENERGY US CORP

Ex 9-1

FORM OF GUARANTY AGREEMENT

THIS GUARANTY AGREEMENT (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made and entered into as of ________________, 2022, by ENERGY FUELS HOLDINGS CORP., a Delaware corporation (“Guarantor”), in favor of ENCORE ENERGY US CORP., a Nevada corporation (together with its successors and permitted assigns, “Beneficiary”).

RECITALS

A. EFR WHITE CANYON CORP., a Delaware corporation (“Seller”), Beneficiary, and enCore Energy Corp., a British Columbia corporation, have entered into that certain Membership Interest Purchase Agreement dated as of [●] (as amended, supplemented and otherwise modified from time to time, the “Purchase Agreement”).

B. In order to induce Beneficiary to enter into the Purchase Agreement, Guarantor has agreed to give this Agreement.

C. Beneficiary has refused to enter into the Purchase Agreement unless this Agreement is executed by Guarantor and delivered to Beneficiary.

Agreement

NOW THEREFORE, in consideration of the recitals and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Guarantor hereby covenants and agrees as follows:

1. Capitalized terms. Capitalized terms used but not defined herein shall have the meanings given to them in the Purchase Agreement.

2. Guaranty. Guarantor hereby irrevocably, unconditionally and absolutely, guarantees to Beneficiary the due and prompt payment and not just the collectability, of (a) all of Seller’s indemnification obligations under Section 9.01 of the Purchase Agreement and (b) out-of-pocket costs and expenses (including, without limitation, all attorneys’ fees and expenses) incurred in connection with the enforcement of the rights of Beneficiary under this Guarantee (the payment and performance of the items set forth in this Section being hereinafter collectively referred to as the “Obligations Guaranteed”). Subject to Section 9, this Agreement shall automatically terminate on, and no longer be in full force and effect (and the Guarantor shall have no further obligations hereunder or in connection herewith) following, the earliest to occur of: (i) the date Seller has paid or otherwise satisfied obligations under the Purchase Agreement in an aggregate amount equal to One Hundred Twenty Million Dollars ($120,000,000); and (ii) the six-year anniversary of the date first written above (the date described in this clause (ii) being the “Survival Date”). It is understood and agreed that notwithstanding any such termination of this Agreement pursuant to the foregoing clause (ii), if a claim has been validly made hereunder prior to the Survival Date and any portion thereof has not been settled, resolved or paid in full prior to the Survival Date, this Agreement shall survive solely with respect to the obligations of Seller under the Purchase Agreement covering such portion until such claim is settled, resolved or paid in full, at which time the obligations and liabilities of Guarantor under this Agreement with respect thereto shall terminate and be of no further force and effect.

3. Incorporation of Purchase Agreement. The Purchase Agreement is hereby made a part of this Agreement by reference thereto with the same force and effect as if fully set forth herein and, to the best of Guarantor’s knowledge, all representations and warranties made by Seller in the Purchase Agreement are true and correct.

Ex 9-2

4. Representations and Warranties. In order to induce Beneficiary to enter into the Purchase Agreement, Guarantor makes the representations and warranties to Beneficiary set forth in this Section 4. Guarantor acknowledges that but for the truth and accuracy of the matters covered by the following representations and warranties, Beneficiary would not have agreed to enter into the Purchase Agreement. Guarantor represents and warrants to Beneficiary as follows:

d. There are no judgments, suits, actions or proceedings at law or in equity or by or before any governmental instrumentality or agency now pending against or, to the best of Guarantor’s knowledge, threatened against or affecting Guarantor or its assets, or both, nor has any judgment, decree or order been issued against Guarantor or its assets, or both.

5. Payments. All payments due under this Agreement are payable upon demand by Beneficiary and shall be paid by wire transfer of freely transferable funds to Beneficiary.

6. Absolute and Unconditional Guaranty. This Agreement and the obligations of Guarantor under this Agreement constitute an absolute, present and continuing guaranty of payment and performance and not of collectability. The obligations of Guarantor under this Agreement are in no way conditioned or contingent upon any action or omission by Beneficiary or upon any other action, occurrence, or circumstance whatsoever. It is expressly understood and agreed that the obligations of Guarantor hereunder are and shall be absolute under any and all circumstances and shall not be subject to any counterclaim, setoff, deduction or defense based upon any claim that Guarantor may have against Seller or Seller may have against Beneficiary. Guarantor agrees that its liability hereunder shall be direct and immediate as a primary obligation and liability, irrespective of whether Beneficiary has commenced the exercise of any remedies under the Purchaser Agreement (other than delivery of notice under Section 11.02 of the Purchaser Agreement), Beneficiary may, at its option, proceed directly and at once, without notice, against Guarantor to collect and recover the full amount of the Obligations Guaranteed, or any portion thereof, without proceeding against Seller or any other person or entity.

Ex 9-3

7. Waiver of Notice and Consent. The obligations of Guarantor hereunder shall remain in full force and shall not be impaired by: (a) any agreement extending or otherwise altering the Obligations Guaranteed; (b) any express or implied amendment, modification, or waiver of the Purchase Agreement; (c) any exercise or non-exercise by Beneficiary of any right or privilege under the Purchase Agreement; (d) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Guarantor, Seller, or any affiliate of Seller or Guarantor, or any action taken with respect to this Agreement by any trustee or receiver or by any court in any such proceeding, whether or not Guarantor shall have had notice or knowledge of any of the foregoing; (e) any release, settlement, compromise, waiver or discharge of any claim of Beneficiary against Seller from liability under the Purchase Agreement; (f) any subordination, compromise, settlement, release (by operation of law or otherwise), discharge, compound, collection, liquidation, waiver, modification, resort to, exercise or refrain from exercising any right Beneficiary may have under the Purchase Agreement, this Agreement or otherwise, or any substitution with respect thereto; (g) any assignment or other transfer of any of the Purchase Agreement, in whole or in part; (h) any acceptance of partial performance of any of the Obligations Guaranteed of Seller under the Purchase Agreement or Guarantor under this Agreement; and (i) any acceptance of additional security or guarantees of any kind with respect to the Guaranteed Obligations. Guarantor hereby agrees that Beneficiary may from time to time without notice to or consent of Guarantor and upon such terms and conditions as Beneficiary deems advisable take any of the above actions without affecting this Agreement.

8. Waiver of Defenses. Guarantor hereby unconditionally and absolutely waives the following defenses to enforcement of this Agreement: (a) any obligation on the part of Beneficiary to protect, secure or insure any of the security given for the Obligations Guaranteed; (b) any defense arising by reason of the invalidity or unenforceability of the Purchase Agreement; (c) the release of any of the security given for the payment of the Obligations Guaranteed ; (d) notice of acceptance of this Agreement by Beneficiary; (e) notice of presentment, demands, demands for payment or performance, notice of non- performance, protests, notices of protest and notices of dishonor, notice of non-payment or partial payment and all other notices or formalities; (f) notice of any breach under the Purchase Agreement or in the performance of any of the covenants and agreements contained therein other than notice pursuant to Section 11.02 of the Purchase Agreement; (g) any limitation or exculpation of liability on the part of Seller whether contained in the Purchase Agreement or otherwise; (h) the transfer or sale by Seller of the security, if any, given for the Obligations Guaranteed or the diminution in value thereof; (i) any failure, neglect or omission on the part of Beneficiary to realize on or protect the security, if any, given for Obligations Guaranteed; (j) any right to require that Beneficiary proceed against Seller or exercise its rights under the Purchase Agreement prior to enforcing this Agreement; provided, however, at its sole discretion Beneficiary may either in a separate action or an action pursuant to this Agreement pursue its remedies against Seller or any other guarantor or surety, without affecting its rights under this Agreement; (k) notice to Guarantor of the existence of the Purchase Agreement; (l) any defense arising by reason of the manner in which Beneficiary has exercised its remedies; (o) any right of subrogation and any rights to enforce any remedy which Beneficiary now has or may hereafter have against Seller and any benefit of, and any right to participate in, any security now or hereafter held by Beneficiary; (p) any defense of waiver, release, discharge in bankruptcy, statute of limitations, res judicata, statute of frauds, anti-deficiency statute, fraud, ultra vires acts, usury, illegality or unenforceability which may be available to Seller in respect of the Purchase Agreement or the Obligations Guaranteed; or (q) any setoff available against Beneficiary to Seller whether or not on account of a related transaction. Guarantor further agrees that no act or thing, except for payment in full, which but for this provision might or could in law or in equity act as a release of the liabilities of Guarantor hereunder, shall in any way affect or impair this Agreement. Insolvency of Seller. The liability of Guarantor shall not be affected or impaired by any voluntary or involuntary dissolution, sale or other disposition of all or substantially all the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar event or proceeding affecting Seller or any of its assets.

Ex 9-4

9. No Subrogation. In consideration of the benefits accruing to Guarantor from Seller, Guarantor hereby expressly waives all rights of subrogation, contribution, indemnification or other similar legal or equitable rights which Guarantor may now or hereafter otherwise be entitled to assert against Seller, whether arising by contract, by operation of law (including, without limitation, any such right arising under the U.S. Bankruptcy Code) or otherwise with respect to or by reason of any payment by Guarantor under this Agreement or on account of the Purchase Agreement in connection herewith. Guarantor hereby agrees that this Agreement shall continue to be effective or be reinstated, as the case may be, if at any time payment of any amount due under this Agreement or otherwise with respect to the Purchase Agreement is rescinded or must otherwise be restored or returned by Beneficiary upon the insolvency, bankruptcy or reorganization of Seller, or for any other reason, whether by court order, administrative order or settlement, all as though such payment had not been made

10. Seller’s Financial Condition. Guarantor has knowledge of Seller’s financial condition and affairs and of all other circumstances which bear upon the risk assumed by Guarantor under this Agreement. Guarantor hereby agrees to continue to keep itself informed thereof while this Agreement is in force and agree that Beneficiary has no obligation to investigate the financial condition or affairs of Seller for the benefit of Guarantor or to advise Guarantor of any fact respecting, or any change in, the financial condition or affairs of Seller or any other circumstance which may bear upon Guarantor’s risk hereunder which come to the knowledge of Beneficiary at any time, whether or not Beneficiary knows, believes or has reason to know or to believe that any such fact or change is unknown to Guarantor or might or does materially increase the risk of Guarantor hereunder.

11. Transfer of Assets. Guarantor shall not transfer any of its assets for the sole purpose of preventing Beneficiary from satisfying any judgment rendered under this Agreement therefrom, either before or after the entry of any such judgment. In no event shall the foregoing prevent Guarantor from assigning, transferring, selling or disposing of assets in the ordinary course of its business, including granting security interests in connection with any financing transaction.

12. Release of Liability. Any one or more parties liable upon or in respect of this Agreement or any other guaranty in support of the Obligations Guaranteed may be released without affecting the liability of any party not so released.

13. Transfer of the Purchase Agreement. This Agreement shall run with the Purchase Agreement without the need for any further assignment of this Agreement to any subsequent holder of the Purchase Agreement or the need for any notice to Guarantor thereof. Upon endorsement or assignment of the Purchase Agreement to any subsequent holder, said subsequent holder of the Purchase Agreement may enforce this Agreement as if said holder had been originally named as a Beneficiary hereunder.

14. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Texas.

15. Jurisdiction. Guarantor irrevocably (a) agree that any suit, action or other legal proceeding arising out of or relating to this Agreement may be brought in a court of record in the State of Texas or in the courts of the United States of America located in the State of Texas, (b) consent to the non-exclusive jurisdiction of each such court in any suit, action or proceeding, and (c) waive any objection which it may have to the laying of venue of any such suit, action or proceeding in any of such courts and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. Nothing contained herein shall prevent Beneficiary from bringing any action or exercising any rights against any security given to Beneficiary by Seller, or against Seller personally, or against any property of Seller, within any other state or commonwealth. Commencement of any such action or proceeding in any other state or commonwealth shall not constitute a waiver of the agreement as to the laws of the state or commonwealth which shall govern the rights and obligations of Guarantor and Beneficiary hereunder.

Ex 9-5

16. Guarantor Not Released. No delay or omission of Beneficiary to exercise any of its rights and remedies under this Agreement or the Purchase Agreement shall constitute a waiver of the right of Beneficiary to exercise such rights and remedies at a later time. The acceptance by Beneficiary of payment of any sum payable hereunder after the due date of such payment shall not be a waiver of Beneficiary’s right to either require prompt payment when due of all other sums payable hereunder or to declare a default for failure to make prompt payment.

17. Captions. The captions to the Sections of this Agreement are for convenience only and shall not be deemed part of the text of the respective Sections and shall not vary, by implication or otherwise, any of the provisions of this Agreement

18. Severability. The parties hereto intend and believe that each provision of this Agreement comports with all applicable local, state and federal laws and judicial decisions. However, if any provision or any portion of any provision contained in this Agreement is held by a court of law to be invalid, illegal, unlawful, void or unenforceable as written in any respect, then it is the intent of all parties hereto that such portion or provision shall be given force to the fullest possible extent that it is legal, valid and enforceable, that the remainder of the Guaranty shall be construed as if such illegal, invalid, unlawful, void or unenforceable portion or provision was not contained therein, and the rights, obligations and interests of any Guarantor and Beneficiary under the remainder of this Agreement shall continue in full force and effect.

19. Successors and Assigns. The provisions of this Agreement shall be binding upon Guarantor and upon Guarantor’s heirs, administrators, representatives, executors, successors and assigns and shall inure to the benefit of Beneficiary and its successors and assigns. As used herein the words “successors and assigns” shall also be deemed to include the heirs, representatives, administrators and executors of any natural person who is a party to this Agreement.

20. Remedies Cumulative. The remedies of Beneficiary as provided in this Agreement and the Purchase Agreement and the warranties contained herein or therein shall be cumulative and concurrent, may be pursued singly, successively or together at the sole discretion of Beneficiary, may be exercised as often as occasion for their exercise shall occur and in no event shall the failure to exercise any such right or remedy be construed as a waiver or release of such right or remedy. No remedy under this Agreement or under the Purchase Agreement conferred upon or reserved to Beneficiary is intended to be exclusive of any other remedy provided in this Agreement or the Purchase Agreement or provided by law, but each shall be cumulative and shall be in addition to every other remedy given under this Agreement or the Purchase Agreement or now or hereafter existing at law or in equity or by statute.

21. No Oral Modification. No waiver, amendment, release or modification of this Agreement shall be made orally or shall be established by conduct, custom or course of dealing but only by an instrument in writing duly executed by Beneficiary and Guarantor.

22. Notices. All notices and other communications in respect of this Agreement (including, without limitation, any modifications of, or requests, waivers or consents under, this Agreement) shall be given in writing and shall be deemed effectively given (a) upon personal delivery to the other party, (b) the next Business Day after deposit with a national overnight delivery service, postage prepaid, addressed as set forth below, as applicable, provided that the sending party receives confirmation of delivery from such delivery service or (c) three (3) Business Days after deposit with the United States Post Office, postage prepaid, addressed to Guarantor at Energy Fuels Holdings Corp., 225 Union Blvd., Suite 600, Lakewood, Colorado 80228, attention: David Frydenlund or to Beneficiary at enCore Energy US Corp. 101 N. Shoreline Blvd., Suite 450, Corpus Christi, TX 78401, Attention: Paul Goranson, or at such other address as such party may designate by three (3) days’ advance written notice to the other party.

Ex 9-6

23. Joint and Several Liability. The promises and agreements herein shall be construed to be and are hereby declared to be the joint and several promises and agreements of Guarantor and any other guarantor, if any, of the Indebtedness Guaranteed and shall constitute the joint and several obligations of Guarantor and any such guarantor and shall be fully binding upon and enforceable against Guarantor and each such guarantor. Neither the death nor release of Guarantor or any other guarantor, if any, of the Indebtedness Guaranteed shall affect or release the joint and several liability of any other person or party. Beneficiary may at its option enforce this Agreement against Guarantor, and Beneficiary shall not be required to resort to enforcement against any other guarantor, if any, of the Indebtedness Guaranteed and the failure to proceed against or join any such guarantor shall not affect the joint and several liability of any other guarantor.

24. WAIVER OF A JURY TRIAL. BENEFICIARY BY ITS ACCEPTANCE HEREOF AND GUARANTOR HEREBY VOLUNTARILY, KNOWINGLY AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AGREEMENT, REGARDLESS OF WHETHER SUCH ACTION OR PROCEEDING CONCERNS ANY CONTRACTUAL OR TORTIOUS OR OTHER CLAIM. GUARANTOR ACKNOWLEDGES THAT THIS WAIVER OF JURY TRIAL IS A MATERIAL INDUCEMENT TO BENEFICIARY IN ENTERING INTO THE PURCHASE AGREEMENT WITH SELLER AND THAT BENEFICIARY WOULD NOT HAVE ENTERED INTO THE PURCHASE AGREEMENT WITHOUT THIS JURY TRIAL WAIVER, AND THAT GUARANTOR HAS BEEN REPRESENTED BY AN ATTORNEY OR HAS HAD AN OPPORTUNITY TO CONSULT WITH AN ATTORNEY IN CONNECTION WITH THIS JURY TRIAL WAIVER AND UNDERSTANDS THE LEGAL EFFECT OF THIS WAIVER.

25. Effectiveness. This Agreement and the other Loan Documents constitute the entire contract among the parties with respect to the subject matter hereof and supersede all previous agreements and understandings, oral or written, with respect thereto. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement.

[The remainder of this page is intentionally left blank]

Ex 9-7

IN WITNESS WHEREOF, the Guarantor has executed this Agreement as of the date first written above.

	GUARANTOR:

	ENERGY FUELS HOLDINGS CORP.

	By:
	Name:
	Title:

Signature Page

Guaranty

Ex 9-8

Exhibit 99.163

enCore Energy Corp.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

(Expressed in Canadian dollars)

Notice to Reader

These condensed consolidated interim financial statements of enCore Energy Corp. have been prepared by management and approved by the Audit Committee of the Board of Directors of the Company. In accordance with National Instrument 51-102 released by the Canadian Securities Administrators, the Company discloses that its external auditors have not reviewed these condensed consolidated interim financial statements, notes to the financial statements or the related quarterly Management’s Discussion and Analysis.

ENCORE ENERGY CORP.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

(Unaudited - Expressed in Canadian Dollars)

	Notes	September 30, 2022			December 31, 2021
ASSETS
Current
Cash		$	17,376,460		$	11,649,157
Receivables and prepaid expenses			1,675,530			795,141
Deposits	13		4,112,100			-
Marketable Securities	6		5,088,712			-
Assets held for sale	10		-			2,207,231
			28,252,803			14,651,619
Intangible assets	7		701,703			649,233
Property, plant and equipment	8		2,970,946			2,032,909
Investment in associate	4		-			746,487
Investment in uranium	5		-			5,337,438
Mineral properties	10		196,914,993			172,521,685
Reclamation deposit	10		121,307			112,200
Right of use asset	9		269,044			307,260
Restricted cash	2		6,191,470			5,726,828
Total assets		$	235,422,265		$	202,085,659
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current
Accounts payable and accrued liabilities	12	$	1,281,845		$	7,397,760
Due to related parties	15		52,225			8,739
Lease liability - current	9		124,458			104,107
			1,458,528			7,510,606
Non - current
Asset retirement obligations	11		6,177,497			5,294,958
Lease liability – non-current	9		153,930			212,220
Total liabilities			7,789,955			13,017,784
Shareholders’ Equity
Share capital	14		239,369,665			206,480,756
Contributed surplus	14		20,238,810			16,059,307
Accumulated other comprehensive income			16,012,884			705,604
Deficit			(47,989,049	)		(34,177,792	)
Total shareholders’ equity			228,632,310			189,067,875
		$	235,422,265		$	202,085,659

Nature of operations and going concern (Note 1)

Subsequent events (Note 20)

Approved by the Board of Directors:

“William M. Sheriff”		“William B. Harris”
Director		Director

ENCORE ENERGY CORP.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE LOSS

(Unaudited - Expressed in Canadian Dollars)

		Three months ended September 30,						Nine months ended September 30,
	Notes	2022			2021			2022			2021
Expenses
Amortization and depreciation	7,8,9	$	73,032		$	208,884		$	358,244		$	1,049,266
Accretion	11		200,345			21,471			426,332			37,379
Community Engagement			22,612						22,612
Consulting			95,801			18,935			251,040			74,647
General administrative costs	15		1,451,248			1,291,685			4,332,105			3,400,090
Interest expense			4,698			4,817			14,963			4,817
Professional fees			394,559			197,689			981,987			679,644
Project investigation			1,977			-			1,977			-
Promotion and shareholder communications			73,469			51,877			210,426			140,451
Travel			89,163			9,421			271,114			11,909
Transfer agent and filing fees			111,359			18,690			373,545			127,211
Staff costs	15		1,435,505			538,802			3,310,114			1,320,163
Stock option expense	14,15		2,053,837			408,617			5,986,335			1,418,494
			(6,007,605	)		(2,770,888	)		(16,540,794	)		(8,264,071	)
Interest income			133,310			3,762			221,026			22,648
Miscellaneous income			2,312			-			2,312
Foreign exchange gain (loss)			38,672			2,580			22,823			35,245
Gain (loss) on divestment of mineral properties	10		226			(387	)		2,071,269			(112,510	)
Loss on contract termination	11		-			(3,441,075	)		-			(3,441,075	)
Gain on sale of uranium investment	5		395			655,775			44,898			655,775
Gain on marketable securities	6		(113,083	)		-			1,130,825			-
Loss on investment in associate	4		(577,186	)		(18,608	)		(763,616	)		(82,476	)
Gain on investment in uranium	5		-			1,366,299			-			2,057,137
Loss for the period			(6,522,959	)		(4,202,542	)		(13,811,257	)		(9,129,327	)

Other comprehensive income (loss)
Exchange differences on translating foreign operations			12,238,253			594,548			15,310,546			249,726
Comprehensive income (loss) for the period		$	5,715,294		$	(3,607,994	)	$	1,499,289		$	(8,879,601	)
Basic and diluted income (loss) per share		$	0.05		$	(0.05	)	$	0.01		$	(0.14	)
Weighted average number of common shares outstanding, basic and diluted			108,342,121			66,489,412			104,665,896			64,656,023

ENCORE ENERGY CORP.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

(Unaudited - Expressed in Canadian Dollars)

	Nine months ended September 30,
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the period	$	(13,811,257	)	$	(9,129,327	)

Items not affecting cash:
Accretion		426,332			37,379
Amortization and depreciation		358,244			1,049,266
Gain on investment in uranium		-			(2,057,137	)
Gain on sale of uranium		(44,898	)		-
Loss on investment in associate		763,616			82,476
Gain on marketable securities		(1,130,825	)		-
(Gain) loss on divestment of mineral properties		(2,071,270	)		244,647
Shares issued for services		795,117			-
Stock option expense		5,986,336			1,418,494
Changes in non-cash working capital items:
Deposit for future uranium purchase		(4,112,100	)		-
Receivables and prepaids		(839,457	)		(429,772	)
Contracts payable		(3,769,425	)		3,503,775
Accounts payable and accrued liabilities		(2,746,173	)		97,108
Due to related parties		43,486			13,161
Net cash used in operating activities		(20,152,274	)		(5,169,930	)

CASH FLOWS FROM INVESTING ACTIVITIES

Acquisition of intangible asset		(71,756	)		-
Mineral property costs		(9,698,620	)		(2,350,540	)
Expenditures on property, plant and equipment		(1,042,866	)		(59,644	)
Proceeds received from sale of uranium investment		5,825,475			8,179,722
Consideration received from divestment of mineral properties		4,572,607			(132,137	)
Interest on restricted cash		221,026			(22,649	)
Investment in uranium		-			(11,248,794	)
Investment in marketable securities		(3,957,888	)		-
Settlement of asset retirement obligation		(2,769	)		(907,700	)
Net cash used in investing activities		(4,154,791	)		(6,541,742	)

CASH FLOWS FROM FINANCING ACTIVITIES

Payment of lease liability		(87,934	)		-
Financings		29,999,998			15,000,000
Share issuance costs		(1,917,658	)		(956,298	)
Exercise of warrants		1,076,994			2,293,982
Exercise of stock options		1,107,229			345,538
Net cash provided by financing activities		30,178,629			16,683,222
Effect of exchange rate changes on cash		(144,261	)		16,269
Change in cash		5,727,303			4,987,819
Cash, beginning		11,649,157			6,603,281
Cash, ending	$	17,376,460		$	11,591,100

Supplemental disclosure with respect to cash flows – Note 19

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

ENCORE ENERGY CORP.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited - Expressed in Canadian Dollars)

	Number of Shares		Share Capital			Contributed Surplus			Cumulative Translation Adjustment		Deficit			Total
Balance as at December 31, 2020		59,453,233	$	36,093,475		$	2,718,737		$	499,522	$	(23,443,476	)	$	15,868,258
Private placements		5,000,000		15,000,000			-			-		-			15,000,000
Share issuance costs		-		(1,492,972	)		536,673			-		-			(956,299	)
Shares issued for exercise of warrants		1,773,035		2,493,110			(199,128	)		-		-			2,293,982
Shares issued for exercise of stock options		539,167		667,983			(322,445	)		-		-			345,538
Stock option expense		-		-			1,418,494			-		-			1,418,494
Loss and comprehensive loss for the period		-		-			-			249,726		(9,129,327	)		(8,879,601	)
Balance as at September 30, 2021		66,765,435	$	52,761,596		$	4,152,331		$	749,248	$	(32,572,803	)	$	25,090,372

	Number of Shares		Share Capital			Contributed Surplus			Cumulative Translation Adjustment			Deficit			Total
Balance as at December 31, 2021		98,902,678	$	206,480,756		$	16,059,307		$	705,604		$	(34,177,792	)	$	189,067,875
Bought deal financing		6,535,947		29,999,998			-			-			-			29,999,998
Share issuance costs		-		(2,792,444	)		874,785			-			-			(1,917,659	)
Shares issued for exercise of warrants		1,190,176		1,224,732			(147,738	)		-			-			1,076,994
Shares issued for exercise of stock options		785,416		3,661,504			(2,554,274	)		-			-			1,107,229
Stock option expense		-		-			5,986,336			-			-			5,986,336
Shares issued for services		193,348		795,119			-			-			-			795,119
Adjustment to investment in associate		-		-			20,395			(3,266	)		-			17,129
Loss and comprehensive loss for the period		-		-			-			15,310,546			(13,234,071	)		2,076,475
Balance as at September 30, 2022		107,607,565	$	239,369,665		$	20,238,810		$	16,012,884		$	(47,411,863	)	$	228,209,496

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

ENCORE ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the nine months ended September 30, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

1.	NATURE OF OPERATIONS AND GOING CONCERN

enCore Energy Corp. was incorporated on October 30, 2009 under the Laws of British Columbia, Canada. enCore Energy Corp., together with its subsidiaries (collectively referred to as the “Company” or “enCore”), is principally engaged in the acquisition, exploration, and development of uranium resource properties in the United States. The Company’s common shares trade on the TSX Venture Exchange under the symbol “EU” and on the OTCQB Venture Market under the symbol “ENCUF”.

The Company’s head office is located at 101 N Shoreline, Suite 450, Corpus Christi, TX 78401.

The condensed consolidated interim financial statements have been prepared assuming the Company will continue on a going-concern basis, which assumes that the Company will be able to continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of operations. The Company has no source of operating cash flow and operations to date have been funded primarily from the issue of share capital. For the nine months ended September 30, 2022, the Company reported a net loss of $13,811,257 (2021 - $9,129,327), had working capital of $26,794,274 (December 31, 2021 - $7,141,013) and an accumulated deficit of $47,989,049 (December 31, 2021 - $34,177,792). These financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and statement of financial position classifications that would be necessary were the going concern assumption not appropriate. Such adjustments could be material.

In March 2020, the World Health Organization declared the COVID-19 outbreak a global pandemic and the Company continues to evaluate the COVID-19 situation and monitor any impacts or any potential impacts to the business. enCore Energy Corp has implemented health and safety measures in accordance with the health officials and guidance from local government authorities. While the pandemic has had limited impact on the Company’s operations to date, future activities could be impacted as a result of the pandemic. As the COVID- 19 health crisis continues, the Company will continue to rely on guidance and recommendations from local health authorities, Health Canada and the Centers for Disease Control and Prevention to update the Company’s policies.

Management estimates that it has adequate working capital to fund all of its planned activities for the next year. However, the Company’s long-term continued operations are dependent on its abilities to monetize assets or raise additional funding from loans or equity financings, or through other arrangements. There is no assurance that future financing activities will be successful.

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These condensed consolidated interim financial statements, including comparatives, have been prepared in accordance and compliance with International Accounting Standard (“IAS”) 34, Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).

The policies applied in these consolidated financial statements are based on IFRS issued and effective as of September 30, 2022.

The Company uses the same accounting policies and methods of computation as in the annual audited consolidated financial statements for the year ended December 31, 2021.

The condensed consolidated interim financial statements have been prepared on a historical cost basis except for certain financial instruments which are measured at fair value. All dollar amounts presented are in Canadian dollars unless otherwise specified. In addition, these condensed consolidated interim financial statements have been prepared using the accrual basis of accounting except for cash flow information.

These condensed consolidated interim financial statements were approved for issuance by the audit committee of the board of directors on November 28, 2022.

ENCORE ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the nine months ended September 30, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

Basis of Consolidation

These condensed consolidated financial statements incorporate the financial statements of the Company and its controlled subsidiaries. Control is defined as the exposure, or rights, to variable returns from involvement with an investee and the ability to affect those returns through power over the investee. Power over an investee exists when an investor has existing rights that give it the ability to direct the activities that significantly affect the investee’s returns. This control is generally evidenced through owning more than 50% of the voting rights or currently exercisable potential voting rights of a Company’s share capital. All significant intercompany transactions and balances have been eliminated.

The consolidated financial statements include the financial statements of the Company and its significant subsidiaries listed in the following table:

Name of Subsidiary	Place of Incorporation	Ownership Interest	Principal Activity	Functional Currency
Tigris Uranium US Corp.	Nevada, USA	100%	Mineral Exploration	USD
Metamin Enterprises US Inc.	Nevada, USA	100%	Mineral Exploration	USD
URI, Inc.	Delaware, USA	100%	Mineral Exploration	USD
Neutron Energy, Inc.	Nevada, USA	100%	Mineral Exploration	USD
Uranco, Inc.	Delaware, USA	100%	Mineral Exploration	USD
Uranium Resources, Inc.	Delaware, USA	100%	Mineral Exploration	USD
HRI-Churchrock, Inc.	Delaware, USA	100%	Mineral Exploration	USD
Hydro Restoration Corp.	Delaware, USA	100%	Mineral Exploration	USD
Belt Line Resources, Inc.	Texas, USA	100%	Mineral Exploration	USD
Cibola Resources, LLC¹	Delaware, USA	100%	Mineral Exploration	USD
enCore Energy US Corp.	Nevada, USA	100%	Holding Company	USD
Azarga Uranium Corp.	British Columbia, CA	100%	Mineral Exploration	USD
Powertech (USA) Inc.	South Dakota, USA	100%	Mineral Exploration	USD
URZ Energy Corp.	British Columbia, CA	100%	Mineral Exploration	USD
Ucolo Exploration Corp.	Utah, USA	100%	Mineral Exploration	USD
Azarga Resources Limited	British Virgin Islands	100%	Mineral Exploration	USD
Azarga Resources (Hong Kong) Ltd.	Hong Kong	100%	Mineral Exploration	USD
Azarga Resources USA Company	Colorado, USA	100%	Mineral Exploration	USD
Azarga Resources Canada Ltd.	British Columbia, CA	100%	Mineral Exploration	USD

¹ Cibola Resources, LLC was divested in May 2022 (Note 10).

ENCORE ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the nine months ended September 30, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

Cash

Cash is comprised of cash held at banks and demand deposits.

Restricted cash

Funds deposited by the Company for collateralization of performance obligations are not available for the payment of general corporate obligations. The bonds are collateralized performance bonds required for future restoration and reclamation obligations related to URI, Inc’s South Texas operations (Note 10).

Provision for environmental rehabilitation

The Company recognizes liabilities for legal or constructive obligations associated with the retirement of mineral properties. The net present value of future rehabilitation costs is capitalized to the related asset along with a corresponding increase in the rehabilitation provision in the period incurred. Discount rates, using a pretax rate that reflects the time value of money, are used to calculate the net present value.

The Company’s estimates of reclamation costs could change as a result of changes in regulatory requirements, discount rates and assumptions regarding the amount and timing of the future expenditures. These changes are recorded directly to the related assets with a corresponding entry to the rehabilitation provision. The increase in a provision due to the passage of time is recognized as finance expense.

Assets held for sale

The Company classifies long-lived assets or disposal groups to be sold as held for sale in the period in which all of the following criteria are met: Management commits to a plan to sell the asset or disposal group; the asset or disposal group is available for immediate sale; an active program to locate a buyer is initiated; the sale of the asset or disposal group is highly probable, within 12 months.

Mineral properties

Costs related to the acquisition of mineral property interests are capitalized. Costs directly related to the exploration and evaluation of mineral properties are capitalized once the legal rights to explore the mineral properties are acquired or obtained. When the technical and commercial viability of a mineral resource has been demonstrated and a development decision has been made, the capitalized costs of the related property are transferred to mining assets and depreciated using the units of production method on commencement of commercial production.

If it is determined that capitalized acquisition, exploration and evaluation costs are not recoverable, or the property is abandoned, the property is written down to its recoverable amount. Mineral properties are reviewed for impairment when facts and circumstances suggest that the carrying amount may exceed its recoverable amount.

From time to time, the Company acquires or disposes of properties pursuant to the terms of property option agreements. Such payments are made entirely at the discretion of the optionee and, accordingly, are recorded as mineral property costs or recoveries when the payments are made or received. After costs are recovered, the balance of the payments received is recorded as a gain on option or disposition of mineral property.

ENCORE ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the nine months ended September 30, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

Investments Investments in uranium

Investments in uranium are initially recorded at cost, on the date that control of the uranium passes to the Company. Cost is calculated as the purchase price and any directly attributable expenditure. Subsequent to initial recognition, investments in uranium are measured at fair value at each reporting period end. Fair value is determined based on the most recent month-end spot prices for uranium published by UxC LLC (“UxC”) and converted to Canadian dollars using the foreign exchange rate at the date of the consolidated statement of financial position. Related fair value gains and losses subsequent to initial recognition are recorded in the consolidated statement of loss and comprehensive loss as a component of “Other Income (Expense)” in the period in which they arise.

Due to the lack of specific IFRS guidance on accounting for investments in uranium, the Company considered IAS 1 Presentation of Financial Statements and IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors, to develop and apply an accounting policy that would result in information that is most relevant to the economic decision-making needs of users within the overall IFRS accounting framework. Consequently, the uranium investments are presented at fair value based on the application of IAS 40, Investment Property, which allows the use of a fair value model for assets held for long-term capital appreciation.

Investments in associates

Investments in associates are accounted for using the equity method. The equity method involves the recording of the initial investment at cost and the subsequent adjusting of the carrying value of the investment for the Company’s proportionate share of the earnings or loss. The cost of the investment includes transaction costs.

Adjustments are made to align the accounting policies of the associate with those of the Company before applying the equity method. When the Company’s share of losses exceeds its interest in an equity-accounted investee, the carrying amount of that interest is reduced to zero, and the recognition of further losses is discontinued except to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate. If the associate subsequently reports profits, the Company resumes recognizing its share of those profits only after its share of the profits equals the share of losses not recognized.

Property, Plant and Equipment

Uranium Plants

Uranium plant expenditures for new facilities or equipment and expenditures that extend the useful lives of existing facilities or equipment are capitalized and recorded at cost. Depreciation on other property is computed based upon the estimated useful lives of the assets. Repairs and maintenance costs are expensed as incurred. Gain or loss on disposal of such assets is recorded as other income or expense as such assets are disposed.

Other Property, Plant and Equipment

Other property, plant and equipment consists of office equipment, furniture and fixtures and transportation equipment. Depreciation on other property is computed based upon the estimated useful lives of the assets. Repairs and maintenance costs are expensed as incurred. Gain or loss on disposal of such assets is recorded as other income or expense as such assets are disposed.

Buildings

Depreciation on buildings is computed based upon the estimated useful lives of the asset. Repairs and maintenance costs are expensed as incurred. Gain or loss on disposal of such assets is recorded as other income or expense as such assets are disposed.

ENCORE ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the nine months ended September 30, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

Intangible Assets

Intangible assets are recognized and measured at cost. Intangible assets with indefinite useful lives are assessed for impairment annually and whenever there is an indication that the intangible asset may be impaired. Intangible assets that have finite useful lives are amortized over their estimated remaining useful lives. Amortization methods and useful lives are reviewed at each reporting period and are adjusted if appropriate

Impairment of non-financial assets

At the end of each reporting period, the Company’s assets are reviewed to determine whether there is any indication that those assets may be impaired. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. The recoverable amount is the higher of fair value less costs of disposal and the value in use. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects a current market assessment of the time value of money and the risks specific to the asset. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in profit or loss for the period. For an asset that does not generate largely independent cash flows, the recoverable amount is determined for the cash generating unit to which the asset belongs.

When an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.

Leases

In accordance with IFRS 16, the Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset represents the Company’s right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Right-of- use assets and lease liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term using a discount rate of 7%.

Income taxes

Income tax expense comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity. Current tax expense is the expected tax payable on taxable income for the year, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous years.

Deferred tax is recorded using the liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

Temporary differences are not provided for the initial recognition of assets or liabilities that do not affect either accounting or taxable loss or those differences relating to investments in subsidiaries to the extent that they are not probable to reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the date of the statement of financial position.

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. To the extent that the Company does not consider it probable that a deferred tax asset will be recovered, it is not recorded.

ENCORE ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the nine months ended September 30, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

Foreign exchange

The financial statements for the Company and each of its subsidiaries are prepared using their functional currencies. Functional currency is the currency of the primary economic environment in which an entity operates. The presentation currency of the Company is the Canadian dollar. The functional currency of enCore Energy Corp. is the Canadian dollar and the functional currency of all of its subsidiaries is the US dollar.

Foreign currency transactions are translated into the functional currency using exchange rates prevailing at the dates of the transactions. At the end of each reporting period, monetary assets and liabilities that are denominated in foreign currencies are translated at the rates prevailing at that date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All gains and losses on translation of these foreign currency transactions are charged to income (loss).

The statement of financial position of each foreign subsidiary is translated into Canadian dollars using the exchange rate at the statement of financial position date and the statement of loss and comprehensive loss is translated into Canadian dollars using the average exchange rate for the period. All gains and losses on translation of a subsidiary from the functional currency to the presentation currency are charged to other comprehensive income (loss).

Basic and diluted loss per share

Basic earnings or loss per share represents the income or loss for the period, divided by the weighted average number of common shares outstanding during the period. Diluted earnings or loss per share represents the income or loss for the period, divided by the weighted average number of common shares outstanding during the period plus the weighted average number of dilutive shares resulting from the exercise of stock options, warrants and other similar instruments when the inclusion of these would not be anti-dilutive.

Share-based payments

The fair value of all stock options granted to directors, officers, and employees is recorded as a charge to operations and a credit to contributed surplus. The fair value of these stock options is measured at the grant date using the Black-Scholes option pricing model. The fair value of stock options which vest immediately is recorded at the grant date. For stock options which vest in the future, the fair value of stock options, as adjusted for the expected level of vesting of the stock options and the number of stock options which ultimately vest, is recognized over the vesting period. Stock options granted to non-employees are measured at the fair value of goods or services rendered or at the fair value of the instruments issued, if it is determined that the fair value of the goods or services received cannot be reliably measured. The number of shares and options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognized for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest.

Warrants issued to brokers are measured at their fair value on the vesting date and are recognized as a deduction from equity and credited to contributed surplus. The fair value of stock options and warrants issued to brokers are estimated using the Black-Scholes option pricing model. Any consideration received on the exercise of stock options and/or warrants, together with the related portion of contributed surplus, is credited to share capital.

Warrants issued in equity financing transactions

The Company engages in equity financing transactions to obtain the funds necessary to continue operations and explore its exploration and evaluation assets. These equity financing transactions may involve the issuance of common shares or units. Each unit comprises a certain number of common shares and a certain number of share purchase warrants (“Warrants”). Depending on the terms and conditions of each equity financing agreement, the Warrants are exercisable into additional common shares at a price prior to expiry as stipulated by the agreement. Warrants that are part of units are valued based on the residual value method. Warrants that are issued as payment for agency fees or other transactions costs are accounted for as share-based payments.

ENCORE ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the nine months ended September 30, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

Financial instruments

The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVTPL”), at fair value through other comprehensive income (loss) (“FVTOCI”), or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or the Company has opted to measure them at FVTPL.

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in profit or loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the consolidated statements of loss and comprehensive loss in the period in which they arise.

Impairment of financial assets at amortized cost

An ‘expected credit loss’ impairment model applies which requires a loss allowance to be recognized based on expected credit losses. The estimated present value of future cash flows associated with the asset is determined and an impairment loss is recognized for the difference between this amount and the carrying amount as follows: the carrying amount of the asset is reduced to estimated present value of the future cash flows associated with the asset, discounted at the financial asset’s original effective interest rate, either directly or through the use of an allowance account and the resulting loss is recognized in profit or loss for the period.

In a subsequent period, if the amount of the impairment loss related to financial assets measured at amortized cost decreases, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.

Derecognition of financial assets

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in profit or loss.

Asset Retirement Obligations

Various federal and state mining laws and regulations require the Company to reclaim the surface areas and restore underground water quality for its ISR projects to the pre-existing or background average quality after the completion of mining. Asset retirement obligations, consisting primarily of estimated restoration and reclamation costs at the Company’s South Texas ISR projects, are recognized in the period incurred and recorded as liabilities at fair value. Such obligations, which are initially estimated based on discounted cash flow estimates, are accreted to full value over time through charges to accretion expense. In addition, the asset retirement cost is capitalized as part of the asset’s carrying value and amortized over the life of the related asset. Asset retirement obligations are periodically adjusted to reflect changes in the estimated present value resulting from revisions to the estimated timing or amount of restoration and reclamation costs. As the Company completes its restoration and reclamation work at its properties, the liability is reduced by the carrying value of the related asset retirement liability which is based upon the percentage of completion of each restoration and reclamation activity. Any gain or loss upon settlement is charged to income or expense for the period. The Company reviews and evaluates its asset retirement obligations annually or more frequently at interim periods if deemed necessary.

ENCORE ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the nine months ended September 30, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

3.	CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of financial statements in conformity with IFRS requires management to use judgment in applying its accounting policies and estimates and assumptions about the future. Estimates and other judgments are continuously evaluated and are based on management’s experience and other factors, including expectations about future events that are believed to be reasonable under the circumstances. Although management uses historical experience and its best knowledge of the expected amounts, events or actions to form the basis for estimates, actual results may differ from these estimates.

Critical accounting estimates:

The assessment of the recoverable amount of mineral properties as a result of impairment indicators - When indicators of impairment are identified, recoverable amount calculations are based either on discounted estimated future cash flows or on comparable recent transactions. The assumptions used are based on management’s best estimates of what an independent market participant would consider appropriate. Changes in these assumptions may alter the results of impairment testing, the amount of the impairment charges recorded in the statement of loss and comprehensive loss and the resulting carrying values of assets.

Share-based payments - The fair value of stock options issued is subject to the limitation of the Black-Scholes option pricing model that incorporates market data and involves uncertainty in estimates used by management in the assumptions. Because the Black-Scholes option pricing model requires the input of highly subjective assumptions, including the volatility of share prices, changes in subjective input assumptions can materially affect the fair value estimate.

Asset Retirement Obligations - Significant estimates were utilized in determining future costs to complete groundwater restoration, plugging and abandonment of wellfields and surface reclamation at the Company’s uranium in-situ recovery (ISR) sites. Estimating future costs can be difficult and unpredictable as they are based principally on current legal and regulatory requirements and ISR site closure plans that may change materially. The laws and regulations governing ISR site closure and remediation in a particular jurisdiction are subject to review at any time and may be amended to impose additional requirements and conditions which may cause our provisions for environmental liabilities to be underestimated and could materially affect our financial position or results of operations. Estimates of future asset retirement obligation costs are also subject to operational risks such as acceptability of treatment techniques or other operational changes.

Recovery of deferred tax assets - Judgment is required in determining whether deferred tax assets are recognized in the statement of financial position. Deferred tax assets, including those arising from unutilized tax losses, require management to assess the likelihood that the Company will generate taxable earnings in future periods in order to utilize recognized deferred tax assets. Estimates of future taxable income are based on forecast cash flows from operations and the application of existing tax laws in each jurisdiction. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Company to realize the net deferred tax assets recorded at the date of the statement of financial position could be impacted. Additionally, future changes in tax laws in the jurisdictions in which the Company operates could limit the ability of the Company to obtain tax deductions in future periods. The Company has not recorded any deferred tax assets.

Amortization and impairment of intangible assets - Amortization of intangible assets is dependent upon the estimated useful lives, which are determined through the exercise of judgement. The assessment of any impairment of these assets is dependent upon estimates of recoverable amounts that take into account factors such as economic and market conditions and the useful lives of assets.

Critical accounting judgments:

The assessment of indicators of impairment for mineral properties – The Company follows the guidance of IFRS 6 to determine when a mineral property asset is impaired. This determination requires significant judgment. In making this judgment, the Company evaluates, among other factors, the results of exploration and evaluation activities to date and the Company’s future plans to explore and evaluate a mineral property.

ENCORE ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the nine months ended September 30, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

3.	CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS (cont’d)

Critical accounting judgments (cont’d):

Business combinations - The determination of whether a set of assets acquired and liabilities assumed constitute a business may require the Company to make certain judgments, taking into account all facts and circumstances. A business is presumed to be an integrated set of activities and assets capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower costs or economic benefits.

Determination of functional currency - In accordance with IAS 21, The Effects of Changes in Foreign Exchange Rates, management determined that the functional currency of the Company is the Canadian dollar and the functional currency of its subsidiaries is the U.S. dollar.

4.	INVESTMENT IN ASSOCIATE

During the year ended December 31, 2020, the Company acquired 12,000,000 shares of Group 11 Technologies Inc. (“Group 11”), a US-based technology firm, representing 40% of the issued and outstanding shares of Group 11. The Company advanced $750,000 in accordance with the Letter of Intent with EnviroLeach Technologies Inc. and Golden Predator Mining Corp. to establish Group 11. The Company has determined that it exercises significant influence over Group 11 and accounts for this investment using the equity method of accounting. During the year ended December 31, 2021, Group 11 completed a private placement financing, resulting in the issuance of additional shares and a dilution of the Company’s ownership in the associate to 34.46%.

As at September 30, 2022, Group 11 has severely constrained its activities as financing is unavailable in its market. The Company, using conservative judgement, determined its investment to be unrecoverable and wrote the balance of its investment off through its condensed consolidated interim statement of income (loss).

The investment in associate continuity summary is as follows:

Balance, December 31, 2021	$	746,487
Adjustments to carrying value:
Proportionate share of net loss		(186,430	)
Adjustment to investment in Group 11		20,395
Write-off of investment		(577,186	)
Currency translation adjustment		(3,266	)
Balance, September 30, 2022	$	-

5.	INVESTMENT IN URANIUM

During the year ended December 31, 2021, the Company entered into purchase agreements to acquire a total of 300,000 pounds of physical uranium as U₃O₈ for a total of $11,376,766 (USD $9,076,000) including associated expenses to be held as a long-term investment.

During the year ended December 31, 2021, the Company sold 200,000 pounds of physical uranium as U₃O₈ for gross proceeds of $8,047,470 and a gain of $656,928.

During the nine months ended September 30, 2022, the Company sold 100,000 pounds of physical uranium as U₃O₈ for gross proceeds of $5,825,475 and a gain of $44,898.

Investments in uranium are categorized in Level 2 of the fair value hierarchy.

ENCORE ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the nine months ended September 30, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

5.	INVESTMENT IN URANIUM (cont’d)

The following table summarizes the fair value of the physical uranium investment:

Balance, December 31, 2021	$	5,337,438
Sale of uranium investments		(5,770,647	)
Currency translation adjustment		433,209
Balance, September 30, 2022	$	-

6.	MARKETABLE SECURITIES

In May 2022, the Company divested of Cibola Resources, LLC to Elephant Capital pursuant to a share purchase agreement whereby the Company received consideration in the form of 11,308,250 common shares with a market value of $3,957,888. Elephant Capital was subsequently acquired by Evolving Gold, who renamed themselves American Future Fuel Corp (CSE: AMPS). Accordingly, the 11,308,250 shares of Elephant Capital were converted to 11,308,250 shares of American Future Fuel Corporation (CSE: AMPS).

This investment is categorized as a Level 1 of the fair value hierarchy. The fair value at September 30, 2022 reflects the closing stock price of $0.45 per common share. In accordance with IAS 9, the company recorded a fair value adjustment in its consolidated statement of loss and comprehensive loss.

The following table summarizes the fair value of the Company’s marketable securities at September 30, 2022:

Balance, December 31, 2021	$	-
Initial investment		3,957,887
Fair value adjustment		1,130,825
Balance, September 30, 2022	$	5,088,712

7.	INTANGIBLE ASSETS

During the year ended December 31, 2018, the Company entered into an agreement with VANE Minerals (US) LLC (“VANE”) which grants the Company exclusive access to certain VANE uranium exploration data and information as well as a first right of refusal covering seven of Vane’s current uranium projects in Arizona and Utah. In exchange for this exclusive access and rights, the Company issued 3,000,000 common shares at a fair value of $360,000 and has granted VANE certain back-in rights for any projects developed from the use of the data. The primary term of the agreement is five years and may be renewed by the Company by written notice for three successive renewal periods of three years each. Thus, the Company’s access to these data may extend for 14 years. The intangible assets have been determined to have a life of 14 years.

On December 7, 2020, the Company acquired from Signal Equities, LLC, through a data purchase agreement, certain electronic data pertaining to properties and geology situated in South Texas. Through this agreement, enCore acquired ownership rights to this data permanently. The intangible asset thereby acquired has been determined to have an indefinite life and therefore will not be amortized but reviewed for impairment annually and more frequently if required.

On December 31, 2020, through an asset acquisition with Westwater Resources, Inc., the Company acquired the Grants Mineral Belt database. The Grants Mineral Belt database is a uranium information database of historic drill hole logs, assay certificates, maps, and technical reports for the western United States. The acquisition of this data resulted in permanent purchase of the data by the Company. Thus, the intangible asset has been determined to have an indefinite life and therefore will not be amortized but reviewed for impairment annually and more frequently if required.

ENCORE ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the nine months ended September 30, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

7.	INTANGIBLE ASSETS (cont’d)

On October 28, 2021, the Company acquired additional borehole logs for the Grants Mineral Belt property for $21,611 (USD $17,500). The Company’s rights to this data do not expire and have been determined to have an indefinite life and will not be amortized, but reviewed for impairment annually or more frequently if required.

On June 21, 2022, the Company entered into an agreement with Platoro West Incorporated which grants the Company access to certain uranium exploration data and information contained in the Getty Minerals database for $71,756. The Company received exclusive use of data pertaining to projects or properties in Texas and priority access to all other uranium related project or property data in the United States contained in the Getty Minerals database outside of Texas, but in the United States. This license shall expire at such time the Company is no longer in business, no longer has interests in properties or projects in Texas, or no longer is actively seeking property or project interests in Texas. The intangible asset has been determined to have an indefinite life and therefore will not be amortized, but reviewed for impairment annually and more frequently if required.

Useful lives are based on the Company’s estimate at the date of acquisition and are as follows for each class of intangible asset

Category		Range
Data Access Agreement		Straight-line over 14 years
Data Purchases		Indefinite life intangible asset

The following table summarizes the continuity of the Company’s intangible assets:

	VANE Agreement			Getty Minerals Database		Signal Equities Database		Grants Mineral Belt Database		Total Intangible Assets
Balance, December 31, 2021	$	282,857		$	-	$	90,125	$	276,251	$	649,233
Additions:		-			71,756		-		-		71,756
Amortization:		(19,286	)		-		-		-		(19,286	)
Balance, September 30, 2022	$	263,572		$	71,756	$	90,125	$	276,251	$	701,703

8.	PROPERTY PLANT AND EQUIPMENT

Uranium Plants

Through an asset acquisition in December 2020, the Company acquired two licensed processing facilities located at the Kingsville Dome project and at the Rosita project located in South Texas. Each of these plants have been idle since 2009 and each will require significant capital expenditures to return them to current productive capacity. The Company also has portable satellite ion exchange equipment at the Kingsville Dome project and the Rosita project.

Other Property, Plant and Equipment

Buildings

The company owns an office building located in South Dakota. Depreciation on buildings is computed based upon the estimated useful lives of the asset. Repairs and maintenance costs are expensed as incurred. Gain or loss on disposal of such assets is recorded as other income or expense as such assets are disposed.

ENCORE ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the nine months ended September 30, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

8.	PROPERTY PLANT AND EQUIPMENT (cont’d)

Software

Software acquired in the normal course of business through a perpetual license is capitalized and depreciated over the estimated useful life of the asset. Support and maintenance costs are expensed as incurred. Gain or loss on disposal of such assets is recorded as other income or expense as such assets are disposed

Useful lives are based on the Company’s estimate at the date of acquisition and are as follows for each class of assets

Category		Range
Uranium Plants		Straight-line over 15-25 years
Other Property Plant and Equipment		Straight-line over 3-5 years
Software		Straight line over 2-3 years
Buildings		Straight-line over 10-40 years

	Uranium Plants			Other Property Plant and Equipment			Buildings			Software			Total
Balance, December 31, 2021	$	1,660,203		$	292,903		$	79,803		$	-		$	2,032,909
Additions		719,575			232,505			-			78,242			1,030,322
Disposals
Depreciation		(156,472	)		(75,872	)		(2,228	)		(17,931	)		(252,503	)
Impairment		-			-			-			-			-
Currency translation		124,027			29,867			6,324			-			160,219
Balance, September 30, 2022	$	2,347,333		$	479,403		$	83,899		$	60,311		$	2,970,946

9.	RIGHT OF USE ASSETS

The Company had a contractual arrangement to lease a copier through August 8, 2022.

In July 2021, the Company entered a contractual agreement to lease office space in Corpus Christi, Texas through June 30, 2025. The terms of the lease call for a monthly lease payment of USD $5,417. The Company recorded a right-of use asset based on the corresponding lease obligation of $280,361 on July 1, 2021.When measuring the present value of lease obligations, the remaining lease payments were discounted using the estimated borrowing rate of 7%.

Through its asset acquisition on December 31, 2021, the Company acquired a contractual agreement to lease additional office space in Corpus Christi, Texas through July 10, 2023. The terms of the lease call for a monthly payment of $4,068. The Company recorded a right-of-use asset based on that corresponding lease obligation of $57,614. When measuring the present value of lease obligations, the Company discounted the remaining lease payments using the estimated borrowing rate of 7%.

In September 2022, the Company entered a contractual agreement to lease office space in Corpus Christi, Texas through August 31, 2024. The terms of the lease call for a monthly lease payment of USD $1,640. The Company recorded a right-of use asset based on the corresponding lease obligation of $45,406 on September 1, 2022.When measuring the present value of lease obligations, the remaining lease payments were discounted using the Company’s estimated borrowing rate of 7%.

ENCORE ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the nine months ended September 30, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

9.	RIGHT OF USE ASSETS (cont’d)

The change in the right-of-use asset during the nine months ended September 30, 2022 was as follows:

	Leased Copier			Leased Offices			Total
Balance – December 31, 2021	$	4,331		$	302,929		$	307,260
New Lease - office					45,406			45,406
Amortization		(4,682	)		(75,986	)		(80,668	)
Currency translation adjustment		351			(3,305	)		(2,954	)
Balance – September 30, 2022	$	-		$	269,044		$	269,044

The change in the Long-Term lease liability during the nine months ended September 30, 2022 was as follows:

	Copier Lease			Office Leases			Total
Balance – December 31, 2021	$	4,330		$	311,997		$	316,327
New Lease – office LT portion		-			45,406			45,406
Lease payments made		(3,841	)		(84,093	)		(87,934	)
Currency translation adjustment		(489	)		5,078			4,589
Less: current portion		-			(124,458	)		(124,458	)
Balance – September 30, 2022	$	-		$	153,930		$	153,930

Future lease payments are as follows for the nine months ended September 30, 2022:

	Total
2022	$	42,839
2023		151,017
2024		111,394
2025		44,550

ENCORE ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the nine months ended September 30, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

10.	MINERAL PROPERTIES

	Arizona		Colorado		New Mexico			South Dakota		Texas		Utah			Wyoming			Total
Balance, December 31, 2021	$	1,141,931	$	1,845,507	$	5,573,022		$	108,609,788	$	1,844,910	$	2,287,469		$	51,219,058		$	172,521,685
Exploration costs:
Drilling		-		-		-			-		238.245		-			-			238,245
Maintenance and lease fees		141,559		-		378,791			-		3,178,828		25,492			334,069			4,058,739
Permitting & Licensing		-		-		-			272,051		291,285		-			266,390			829,726
Personnel		5,773		18,112		-			317,836		266,273		21,185			215,367			844,546
Recoveries		-		-		-			-		-		(2,566	)		(25,656	)		(28,222	)
Resource review		75,975		-		47,626			-		51,183		-			-			174,785
Divestment of Mineral Interest		-		-		(2,233,089	)		-		-		(36,541	)		-			(2,269,630	)
Assets held for sale		-		-		2,207,321			-		-		-			-			2,207,321
Project Development costs:
Construction		-		-		-			-		1,630,513		-			-			1,630,513
Drilling		-		-		-			-		1,650,674		-			-			1,650,674
Personnel		-		-		-			-		361,923		-			-			361,923
																			-
Currency translation adjustment		107,984		151,030		507,316			8,855,645		675,232		186,180			4,211,301			14,694,688
Balance, September 30, 2022	$	1,473,223	$	2,014,649	$	6,480,987		$	118,055,320	$	10,189,066	$	2,481,219		$	56,220,529		$	196,914,993

Assets Previously Held for Sale

Pursuant to an agreement dated August 27, 2021, the Company completed the sale of its subsidiary entity Cibola Resources, LLC, including its holding of the Ceboletta project to a private arm’s length company.

ENCORE ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the nine months ended September 30, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

10	MINERAL PROPERTIES (cont’d)

Arizona Moonshine Springs

The Moonshine Springs project is located in Mohave County, Arizona. The Company holds cash bonds for $121,307 (USD $88,500) with the Bureau of Land Management.

Other Arizona Properties

The Company owns or controls three Arizona State mineral leases and 467 unpatented federal lode mining claims covering more than 10,000 acres in the northern Arizona strip district.

Colorado Centennial

The Centennial Uranium Project is located in the western part of Weld County in northeastern Colorado. In 2006, the Company entered into an option agreement, as amended, to purchase uranium rights on certain areas of the Centennial Project for consideration of $1,895,000 plus contingent payments of $3,165,000. Pursuant to the agreement, the contingent payments are payable upon receipt of regulatory permits and licenses allowing uranium production on the area of the Centennial Project pertaining to these uranium interests. Further, unless otherwise agreed, if the Company does not obtain such permits and licenses by September 27, 2019, the uranium rights, at the option of the seller, can be transferred back to the seller. To date, the Company has neither obtained the required regulatory permits and licenses nor has the Company been able to renegotiate the option agreement. However, the Company is attempting to renegotiate the option agreement and the seller has not exercised its option to have the uranium rights transferred back.

New Mexico Marquez, Nose Rock, & Treeline

The Marquez project is located in McKinley and Sandoval counties of New Mexico adjacent to the Company’s Juan Tafoya property.

The Nose Rock Project is located in McKinley County, New Mexico, on the northern edge of the Grants Uranium District.

The Treeline project is located west-northwest of Albuquerque, in McKinley and Cibola Counties, Grants Uranium District, New Mexico.

McKinley, Crownpoint and Hosta Butte

The Company owns a 100% interest in the McKinley properties and a 60% - 100% interest in the adjacent Crownpoint and Hosta Butte properties, all of which are located in McKinley County, New Mexico. The Company holds a 60% interest in a portion of a certain section at Crownpoint. The Company owns a 100% interest in the rest of the Crownpoint and Hosta Butte project. area, subject to a 3% gross profit royalty on uranium produced.

Juan Tafoya

The Juan Tafoya property, located in Cibola County in west-central New Mexico near the Company’s Marquez project is leased from the Juan Tafoya Land Corporation (“JTLC”).

ENCORE ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the nine months ended September 30, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

10	MINERAL PROPERTIES (cont’d)

Cebolletta

The Cebolletta project is situated in the eastern-most portion of Cibola County, New Mexico. The lands that comprise the Cebolleta uranium project are owned in fee by La Merced del Pueblo de Cebolleta [the “Cebolleta Land Grant” (CLG)].

On May 24, 2022, the Company divested of the Cebolletta mineral property via its sale of Cibola Resources, LLC to Elephant Capital pursuant to a share purchase agreement dated August 27, 2021. Consideration received in the transaction included $320,650 (USD $250,000) and 11,308,250 shares of Elephant Capital valued at $3,957,887 (Note 6).

The asset had a book value of $2,233,089 at the transaction date, resulted in a gain of $2,045,620 recorded on the Company’s consolidated statement of loss and comprehensive loss. In conjunction with Elephant Capital’s subsequent acquisition by American Future Fuel Corp (AMPS), these shares were converted to shares of Future Fuels Corporation.

West Largo

The West Largo Project is near the north-central edge of the Grants Mineral Belt in McKinley County, New Mexico.

Other New Mexico Properties

The Company holds mineral properties in the “checkerboard” area located primarily in McKinley County in northwestern New Mexico.

In January 2022, the Company divested of approximately 808 acres fee mineral interest to Ambrosia Solar, LLC. The assets, having no net book value at the transaction date, resulted in a gain on disposal of the mineral interests of $62,190 (USD $48,480) recorded on the Company’s consolidated statement of loss and comprehensive loss. Under the agreement, Ambrosia Solar, LLC has the rights through January 14, 2023, with the option to extend to January 14, 2024, to acquire the uranium mineral rights associated with the property by quit claim deed to be furnished by the Company for an additional payment of USD $24,240.

South Dakota Dewey-Burdock

The Dewey-Burdock Project is an in-situ recovery uranium project located in the Edgemont uranium district in South Dakota.

Texas Kingsville Dome

The Kingsville Dome project is located in Kleberg County, Texas on land leased from third parties. A Central Processing Plant at the site has been on standby since 2009.

Rosita

The Rosita Project is located in Duval County, Texas on land owned by the Company.

Upper Spring Creek

The Upper Spring Creek Project is located in Live Oak and Bee counties in Texas.

Butler Ranch

The Butler Ranch Exploration project is located in Karnes County, Texas.

ENCORE ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the nine months ended September 30, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

10	MINERAL PROPERTIES (cont’d)

Utah Ticaboo

The Company owns three uranium stockpiles within a claim block located in Shootaring Canyon, Utah. The Company has a federal Plan of Operation and State of Utah approval for removal of the stockpiles.

Other Utah Properties

The Company owns various mining claims throughout Utah, as well as its Cedar Mountain project located northwest of the White Mesa Mill in Blanding County, Utah.

In June 2022, the Company divested of its mineral interests in the Lisbon Valley to Prime Fuels Corp. In consideration of the transaction the Company was granted a 2.0% Net Smelter Royalty. Additionally, pursuant to the purchase agreement dated June 20, 2022, should Prime Fuels sell, transfer or exchange the property or all of its shares to a third party, the Company shall receive 5% of the consideration that Prime receives for the lease, license, loan or sale of the property or the shares of Prime to any third party. The asset had a net book value of $36,541 at the transaction date, resulted in a loss on disposal of the mineral interests of $36,541 recorded on the Company’s consolidated statement of loss and comprehensive loss.

Also in June 2022, the Company divested of a portion of its mineral interests, JB Claims, to Prime Fuels Corp. In consideration of the transaction the Company was granted a 2.0% Net Smelter Royalty. Additionally, pursuant to the purchase agreement dated June 20, 2022, should Prime Fuels sell, transfer or exchange the property or all of its shares to a third party, the Company shall receive 5% of the consideration that Prime receives for the lease, license, loan or sale of the property or the shares of Prime to any third party. The asset had no discernable net book value at the transaction date, resulted in no recognition of a gain or loss on disposal.

Wyoming Gas Hills

The Gas Hills Project is located in the historic Gas Hills uranium district 45 miles east of Riverton, Wyoming.

Dewey Terrace

The Dewey Terrace Project is located in Weston and Niobrara Counties of Wyoming. The Project is located immediately adjacent to the Company’s NRC licensed Dewey-Burdock Project along the Wyoming-South Dakota state line.

Juniper Ridge

The Juniper Ridge Project is located in the southwest portion of Wyoming, approximately 10 miles west of the town of Baggs.

ENCORE ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the nine months ended September 30, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

11.	ASSET RETIREMENT OBLIGATION

The Company is obligated by various federal and state mining laws and regulations which require the Company to reclaim surface areas and restore underground water quality for certain assets in Texas, Wyoming, Utah and Colorado. These projects must be returned to the pre-existing or background average quality after completion of mining.

Annually, the Company updates this reclamation provision based on cash flow estimates, and changes in regulatory requirements and settlements. This review may result in an adjustment to the asset retirement obligation in addition to the outstanding liability balance. The inflation factor used in this calculation is set annually by the Texas Commission on Environmental Quality (TCEQ) and the interest rate used to discount future cash flows was 11 percent.

The asset retirement obligations balance consists of:

	September 30, 2022		December 31, 2021
Kingsville	$	3,967,022	$	3,386,668
Rosita		1,792,049		1,519,149
Vasquez		51,343		49,617
Centennial		231,385		214,012
Gas Hills		86,354		79,871
Ticaboo		49,344		45,641
Asset Retirement Obligation:	$	6,177,497	$	5,294,958

The asset retirement obligations continuity summary is as follows:

	Asset Retirement Obligation
Balance, December 31, 2021	$	5,294,958
Accretion		426,332
Settlement		(2,769	)
Currency translation adjustment		458,976
Balance, September 30, 2022	$	6,177,497

12.

SALES CONTRACTS

On December 31, 2020, through an asset acquisition from Westwater Resources, Inc. the Company acquired an agreement with UG U.S.A., Inc.(“UG”). The contract provided for delivery of one- half of the Company’s actual production, for a total of 3 million pounds U₃O₈, from its properties in Texas at discounted spot market prices. In August 2021, the Company and UG agreed to terminate this agreement for a cancellation fee of $3,543,650, which was paid by the Company to UG on January 15, 2022.

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

In December 2021, the Company entered into a new uranium supply contract. Pursuant to the agreement, a large 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.

In June 2022, the Company entered into a new uranium supply contract. Pursuant to the agreement, a domestic utility will purchase U3O8 from the Company up to 600,000 pounds commencing in 2025. The sales price will be market based with a floor price and an inflation adjusted ceiling price.

ENCORE ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the nine months ended September 30, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

13.

DEPOSITS

On February 15, 2022, the Company entered into a Uranium Concentrates Sales Agreement with an arm’s length party (the “Seller”) whereby the Company will purchase 200,000 pounds of uranium concentrate from the Seller for total consideration of USD $8,750,000 (USD $43.75/pound). The Contract required an initial payment of USD $2,000,000 ($2,741,400) paid in March 2022, and will require a final payment of USD $6,750,000 on March 31, 2023.

On August 4, 2022, the Company entered into a Uranium Concentrates Sales Agreement with an arm’s length party (the “Seller”) whereby the Company will purchase 100,000 pounds of uranium concentrate from the Seller for total consideration of USD $4,900,000 (USD $49.00/pound). The Contract required an initial payment of USD $1,000,000 ($1,370,700) paid in August 2022, and will require a final payment of USD $3,900,000 two days prior to the delivery date, which shall occur between May 1, 2023 and August 31, 2023.

As the purchase is intended to be for the Company’s own use, there is no derivative present. As such, the Contract has not been accounted for as a financial asset at fair value, and the purchase will be recognized as inventory on the Delivery Date.

14.	SHARE CAPITAL

The authorized share capital of the Company consists of an unlimited number of common and preferred shares without par value.

During the nine months ended September 30, the Company issued:

	i)	6,535,947 units through a “bought deal” prospectus offering at a price of $4.59 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 $6.00 for a period of two years. The Company paid commissions of $1,612,500, other cash costs of $302,157 and issued 351,307 finders’ warrants valued at $874,785. The finder’s warrants are exercisable into one common share of the Company at a price of $4.59 for two years from closing;

	ii)	193,348 shares for the settlement and compensation for services received in relation to the Company’s asset acquisition on December 31, 2021;

	iii)	1,190,176 shares for warrants exercised, for gross proceeds of $1,076,994; and

iv)

785,416 shares for stock options exercised, for gross proceeds of $1,107,229.

During the nine months ended September 30, 2021, the Company issued:

5,000,000 units through a private placement at a price of $3.00 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 $3.90 for a period of three years. The Company paid commissions of $758,001, other cash costs of $198,297 and issued 252,667 finders’ warrants valued at $536,673. The finder’s warrants are exercisable into one common share of the Company at a price of $3.00 for two years from closing;

	ii)	1,773,035 shares for warrants exercised, for gross proceeds of $2,293,982; and

iii)

539,167 shares for stock options exercised, for gross proceeds of $345,538.

ENCORE ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the nine months ended September 30, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

14	SHARE CAPITAL (cont’d)

Stock options

The Company has adopted a stock option plan under which it is authorized to grant options to officers, directors, employees and consultants enabling them to acquire common shares of the Company. The number of shares reserved for issuance under the plan cannot exceed 10% of the outstanding common shares at the time of the grant. The options can be granted for a maximum of five years and vest as determined by the Board of Directors.

The Company’s stock options outstanding at September 30, 2022 and the changes for the nine months ended, are as follows:

	Outstanding Options			Weighted Average Exercise Price
Balance, December 31, 2021		5,272,294		$	1.42
Granted		2,859,167			4.15
Exercised		(752,083	)		0.73
Forfeited/expired		(52,708	)		3.04
Balance, September 30, 2022		7,326,670		$	2.54
Exercisable, September 30, 2022		5,063,649		$	1.71

ENCORE ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the nine months ended September 30, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

14	SHARE CAPITAL (cont’d)

As at September 30, 2022, stock options outstanding were as follows:

Expiry Date	Outstanding Options		Exercise Price ($)
October 30, 2022¹		1,250		0.615
October 30, 2022¹		1,251		4.320
November 14, 2022¹		2,500		4.200
November 14, 2022¹		833		4.320
November 29, 2022		2,500		4.320
December 31, 2022		62,500		0.600
December 31, 2022		96,250		1.920
December 31, 2022		63,125		1.840
December 31, 2022		78,625		1.398
December 31, 2022		112,994		2.400
February 7, 2023		25,000		1.920
February 7, 2023		15,625		1.840
February 7, 2023		20,312		1.398
February 7, 2023		25,390		2.400
May 15, 2023		125,000		0.180
August 22, 2023		135,625		1.920
January 8, 2024		35,833		0.370
March 27, 2024		16,667		0.400
March 31, 2024		95,833		4.710
May 23, 2024		121,875		1.840
June 3, 2024		1,072,917		0.450
October 19, 2024		66,667		5.760
May 19, 2025		166,562		1.398
May 21, 2025		955,000		0.615
September 1, 2025		50,000		1.050
September 10, 2025		475,000		1.349
October 5, 2025		25,000		1.200
November 25, 2025		33,333		1.245
December 7, 2025		13,333		1.440
January 28, 2026		53,333		2.820
February 26, 2026		145,000		3.240
May 13, 2026		208,202		2.400
May 26, 2026¹		145,000		4.320
July 7, 2026		53,333		3.780
December 1, 2026		33,333		5.400
December 3, 2026		31,667		5.190
January 10, 2027		16,667		5.010
February 14, 2027		2,360,000		4.200
May 2, 2027		83,333		4.320
June 1, 2027		166,667		3.750
July 15, 2027		133,333		3.210
		7,326,670

¹Subsequent to the period ended September 30, 2022, these options expired.

During the nine months ended September 30, 2022, the Company granted an aggregate of 2,859,167 (2021 – 430,000) stock options to directors, officers and consultants of the Company. A fair value of $9,324,079 was calculated for these options as measured at the grant date using the Black-Scholes option pricing model.

ENCORE ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the nine months ended September 30, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

14	SHARE CAPITAL (cont’d)

The Company’s standard stock option vesting schedule calls for 25% every six months commencing six months after the grant date.

During the nine months ended September 30, 2022, the Company recognized stock option expense of $3,932,498 (2021 - $1,009,887) for the vested portion of the stock options.

The unrecognized stock option expense at September 30, 2022 was $5,986,336 (2021 - $1,418,494).

The fair value of all compensatory options granted is estimated on the grant date using the Black-Scholes option pricing model. The weighted average assumptions used in calculating the fair values are as follows:

	Nine months ended September 30
	2022			2021
Risk-free interest rate		1.95	%		0.81	%
Expected life of option		5 years			5 years
Expected dividend yield		0	%		0	%
Expected stock price volatility		117.56	%		133.98	%
Fair value per option	$	1.09		$	1.04

Share purchase warrants

The Company’s share purchase warrants outstanding at September 30, 2022 and the changes for the nine months ended, are as follows:

	Outstanding Warrants			Weighted Average Exercise Price
Balance, December 31, 2021		6,298,839		$	2.44
Granted		3,645,100			5.83
Exercised		(1,223,509	)		0.88
Expired		(183,610	)		1.67
Balance, September 30, 2022		8,536,820		$	4.13

As at September 30, 2022, share purchase warrants outstanding were as follows:

Expiry Date	Outstanding Warrants		Exercise Price
December 31, 2022		745,894		2.22
April 17, 2023		397,083		1.59
October 22, 2023¹		1,292,111		1.80
October 22, 2023		51,638		1.20
March 9, 2024		158,917		3.00
March 9, 2024²		2,271,896		3.90
March 25, 2024		351,307		4.59
March 25, 2024		3,267,974		6.00
		8,536,820

¹Power warrants exercisable into one share and one-half warrant. Each whole warrant is exercisable at $1.80 for 36 months.

Power warrants exercisable into one share and one-half warrant. Each whole warrant is exercisable at $3.90 for 36 months.

ENCORE ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the nine months ended September 30, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

15.	RELATED PARTY TRANSACTIONS AND BALANCES

Key management personnel and compensation

Related parties include key management of the Company and any entities controlled by these individuals as well as other entities providing key management services to the Company. Key management personnel consist of directors and senior management including the Executive Chairman, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, and Chief Administrative Officer.

The amounts paid to key management or entities providing similar services are as follows:

	Nine months ended September 30,
	2022		2021
Consulting¹	$	88,789	$	-
Data acquisition²		71,756		-
Director’s Fees³		106,151		-
Office and administration		-		16,800
Staff costs		1,193,740		788,399
Stock option expense		4,901,441		812,267
Total key management compensation	$	6,361,877	$	1,617,466

¹During the nine months ended September 30, 2022, the Company incurred communications & community engagement consulting fees of $88,789 according to a contract with Tintina Holdings, Ltd., a company owned and operated by the spouse of the Company’s executive chairman.

²In June of 2022, the Company acquired access to the Getty database pursuant to a purchase agreement with Platoro West Inc., a company owned and operated by the Company’s executive chairman.

³Director’s Fees are included in staff costs on the comprehensive statement of income (loss) and other comprehensive income (loss).

During the nine months ended September 30, 2022, the Company granted 2,566,667 options to related parties (2021 – 150,000).

Related party liabilities

		September 30, 2022		As at December 31, 2021
Tintina Holdings, Ltd	Consulting services		37,388		8,739
Officers and board members	Expense reimbursements		14,837		-
		$	52,225	$	8,739

16.	MANAGEMENT OF CAPITAL

The Company’s objectives when managing capital are to safeguard its ability to continue as a going concern in order to support the exploration and evaluation of its mineral properties and to maintain a flexible capital structure that optimizes the cost of capital within a framework of acceptable risk. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust its capital structure, the Company may issue new shares, issue debt, and acquire or dispose of assets.

The Company is dependent on the capital markets as its primary source of operating capital and the Company’s capital resources are largely determined by the strength of the junior resource markets, the status of the Company’s projects in relation to these markets, and its ability to compete for investor support of its projects.

The Company considers the components of shareholders’ equity as capital.

ENCORE ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the nine months ended September 30, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

16.

MANAGEMENT OF CAPITAL (cont’d)

There were no changes in the Company’s approach to capital management during the nine months ended September 30, 2022, and the Company is not subject to any externally imposed capital requirements.

17.	FINANCIAL INSTRUMENTS

Financial instruments include cash and receivables and any contract that gives rise to a financial asset to one party and a financial liability or equity instrument to another party. Financial assets and liabilities measured at fair value are classified in the fair value hierarchy according to the lowest level of input that is significant to the fair value measurement. Assessment of the significance of a particular input to the fair value measurement requires judgement and may affect placement within the fair value hierarchy levels. The hierarchy is as follows:

	●	Level 1 fair value measurements are those derived from quoted prices in active markets for identical assets or liabilities.

	●	Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1, that are observable either directly or indirectly.

●

Level 3 fair value measurements are those derived from valuation techniques that include inputs that are not based on observable market data.

Cash and restricted cash are measured at Level 1 of the fair value hierarchy. The Company classifies its receivables as financial assets measured at amortized cost. Accounts payable and accrued liabilities, notes payable, lease liability and due to related parties are classified as financial liabilities measured at amortized cost. The carrying amounts of receivables, accounts payable and accrued liabilities, notes payable, and amounts due to related parties approximate their fair values due to the short-term nature of the financial instruments.

Investments in uranium are measured at Level 2 of the fair value hierarchy. The Company classifies these investments as financial assets measured at fair value as determined based on the most recent month-end spot prices for uranium published by UxC and converted to Canadian dollars at the date of the consolidated statement of financial position.

Marketable securities are measured at Level 1 of the fair value hierarchy. The Company classifies these investments as financial assets who’s value is derived from quoted prices in active markets and carries them at FVTPL.

Discussions of risks associated with financial assets and liabilities are detailed below:

Foreign Exchange Risk

A portion of the Company’s financial assets and liabilities is denominated in US dollars. The Company monitors this exposure but has no hedge positions. The Company is exposed to foreign currency risk on fluctuations related to cash, accounts payable, accrued liabilities, and due to related parties that are denominated in US dollars. At September 30, 2022, a 10% change in the ‘value to the US dollar as compared to the Canadian dollar would affect net loss and shareholders’ equity by approximately $379,930.

Credit Risk

Credit risk arises from cash held with banks and financial institutions and receivables. The maximum exposure to credit risk is equal to the carrying value of these financial assets. The Company’s cash is primarily held with a major Canadian bank.

Market Risk

The Company is in the exploration stage and commodity prices are not reflected in operating financial results. However, fluctuations in commodity prices may influence financial markets and may indirectly affect the Company’s ability to raise capital to fund exploration.

ENCORE ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the nine months ended September 30, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

17.

FINANCIAL INSTRUMENTS (cont’d)

Interest Rate Risk

Interest rate risk mainly arises from the Company’s cash, which receives interest based on market interest rates. Fluctuations in interest cash flows due to changes in market interest rates are not significant.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its current obligations as they become due. The majority of the Company’s accounts payable and accrued liabilities are payable in less than 90 days. The Company prepares annual exploration and administrative budgets and monitors expenditures to manage short- term liquidity. Due to the nature of the Company’s activities, funding for long-term liquidity needs is dependent on the Company’s ability to obtain additional financing through various means, including equity financing.

18.	SEGMENTED INFORMATION

The Company operates in a single segment: the acquisition and exploration of mineral properties in the United States.

19.	SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

Significant non-cash transactions for the nine months ended September 30, 2022 include the following:

	a)	Transferred $2,554,275 from contributed surplus to share capital when 785,416 stock options were exercised.

	b)	Transferred $147,736 from contributed surplus to share capital when 364,395 broker warrants were exercised.

Issued 193,348 shares valued at $795,119 in consideration of services rendered by Haywood in conjunction with the Company’s acquisition of Azarga Uranium Corp.

Significant non-cash transactions for the period ended September 30, 2021 include the following:

	a)	Transferred $199,128 from contributed surplus to share capital when 93,750 brokers’ warrants were exercised.

Transferred $322,445 from contributed surplus to share capital when 539,167 stock options were exercised

20.	SUBSEQUENT EVENTS

Subsequent to September 30, 2022, the Company issued 802,661 shares pursuant to the exercise of warrants for gross proceeds of $1,534,643.

Subsequent to September 30, 2022, the Company granted incentive stock options to employees to purchase up to 198,334 common shares in the capital of the Company at an average price of $3.58 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 September 30, 2022, the Company announced that as a component of its on-going Non-Core Exploration Asset Divestment Strategy, that the Company entered into agreements to sell certain uranium exploration assets to Nuclear Fuels Inc. (“Nuclear Fuels”), a private British Columbia company, for shares in Nuclear Fuels, royalty interests and production back- in rights in the properties.

ENCORE ENERGY CORP.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the nine months ended September 30, 2022 and 2021

(Unaudited - Expressed in Canadian Dollars)

20.

SUBSEQUENT EVENTS (cont’d)

Subsequent to September 30, 2022, the Company announced that it had entered into a definitive agreement to acquire Alta Mesa In-Situ Recovery Uranium Project (“Alta Mesa”) from Energy Fuels Inc. for total consideration of US$120 Million.

Subsequent to September 30, 2022, the Company entered into an agreement with Canaccord Genuity Corp., on behalf of a syndicate of underwriters, pursuant to which the Underwriters have agreed to purchase, on a “bought deal” private placement basis, 20,000,000 subscription receipts of enCore at a price of C$3.00 per Subscription Receipt for aggregate gross proceeds to enCore of C$60 million. The Company has granted the Underwriters an over-allotment option exercisable to purchase up to an additional 3,000,000 Subscription Receipts at the Issue Price until 48 hours prior to the closing of the Offering.

Exhibit 99.164

enCore Energy Corp.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

(Expressed in Canadian Dollars)

enCore Energy Corp.
Management’s Discussion and Analysis
For the nine months ended September 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 nine months ended September 30, 2022 and 2021. The following information, prepared as of November 28, 2022 should be read in conjunction with the unaudited condensed consolidated interim financial statements for the nine months ended September 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.

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 UO 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.

enCore Energy Corp.
Management’s Discussion and Analysis
For the nine months ended September 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. It is located approximately 60 miles from Corpus Christi, Texas and has a 800,000 pound UO per year capacity, recently modernized and refurbished. 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.

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

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 US$42.50 per pound for realized revenue of US$4,250,000.

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 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.

enCore Energy Corp.
Management’s Discussion and Analysis
For the nine months ended September 30, 2022 and 2021

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.

On August 5, 2022, the Company entered into an agreement to forward purchase 100,000 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 September 14, 2022, the Company consolidated its common shares on a one (1) post-consolidation share for every three (3) current shares basis.

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. The Company does not currently have an estimated time for the Common Shares to begin trading on NASDAQ or another America stock exchange.

On November 1, 2022, the Company announced that it has completed the refurbishment and modernization of its Rosita processing plant and has subsequently commenced commissioning work. 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 November 3, 2022, the Company announced that as a component of its on-going Non-Core Exploration Asset Divestment Strategy, that the Company entered into agreements to sell certain uranium exploration assets to Nuclear Fuels Inc. (“Nuclear Fuels”), a private British Columbia company, for shares in Nuclear Fuels, royalty interests and production back-in rights in the properties. The Company has agreed to sell its Belt Line Resources, Inc. (“Belt Line”) and Hydro Restoration Corporation (“Hydro”) subsidiaries to Nuclear Fuels. Belt Line holds the Moonshine Springs Uranium property in Mohave County, Arizona and Hydro holds the Kaycee Uranium property in Johnson County, Wyoming as well as the Bootheel Uranium project in Albany County, Wyoming. Historic Resource are known on all three projects.

Subsequent to September 30, 2022, the Company issued 802,661 shares pursuant to the exercise of warrants for gross proceeds of $1,534,643.

enCore Energy Corp.
Management’s Discussion and Analysis
For the nine months ended September 30, 2022 and 2021

Subsequent to September 30, 2022, the Company announced that it had entered into a definitive agreement to acquire Alta Mesa In- Situ Recovery Uranium Project (“Alta Mesa”) from Energy Fuels Inc. for total consideration of US$120 Million.

●

Pursuant to the terms of the Agreement, enCore, through its wholly owned subsidiary enCore Energy US Corp., will acquire all of the limited liability company membership interests in each of the three Texas limited liability companies which collectively own and control Alta Mesa, being EFR Alta Mesa LLC, Leoncito Plant, LLC and Leoncito Project, LLC from EFR White Canyon Corp. (“EFR White Canyon”), a wholly owned subsidiary of Energy Fuels. enCore will additionally assume the reclamation obligations and surety bonds associated with Alta Mesa in exchange for paying to Energy Fuels the cash equivalent of the existing collateral.

●

The Consideration payable to Energy Fuels consists of US$60 million in cash and A US$60 million secured vendor take- back convertible promissory note (the “Note”) with EFR White Canyon. The Note will have a two (2) year term and will bear interest at a rate of 8% per annum payable on June 30th and December 31st of each year during the term. The Note will be convertible at the election of the holder, to acquire common shares of enCore at a price equal to a 20% premium to the volume weighted average price of the enCore shares for the 20 consecutive trading days immediately prior to the closing of the Transaction. Energy Fuels has agreed not to transact with the common shares of enCore received on conversion of the Note, including hedging and short sales, with exceptions for sale transactions of up to US$10 million in value in any 30- day period, block trades and underwritten distributions. In addition, Energy Fuels has agreed to standard standstill provisions restricting additional acquisitions of enCore securities.

●

The board of directors of enCore (the “Board”), after consultation with its financial and legal advisors, and after receiving a unanimous recommendation from a special committee of the Board comprised of independent directors (the “Special Committee”), has unanimously approved the Transaction. The Board, in conducting its review of the Transaction, was advised by Haywood Securities Inc. (“Haywood”) and received a fairness opinion from Haywood which determined that, in Haywood’s opinion, based upon and subject to the assumptions, limitations and qualifications set out therein, the consideration to be paid by enCore in connection with the Transaction is fair to enCore. The Special Committee, in its review and evaluation of the Transaction, additionally received its own separate fairness opinion from Clarus Securities Inc. (“Clarus”) which determined that, in Clarus’s opinion, based upon and subject to the assumptions, limitations and qualifications set out therein, the consideration to be paid by enCore in connection with the Transaction is fair to enCore.

●

Subsequent to September 30, 2022, the Company entered into an agreement with Canaccord Genuity Corp., on behalf of a syndicate of underwriters, pursuant to which the Underwriters have agreed to purchase, on a “bought deal” private placement basis 20,000,000 subscription receipts of enCore at a price of C$3.00 per Subscription Receipt for aggregate gross proceeds to enCore of C$60 million. The Company has granted the Underwriters an over-allotment option exercisable to purchase up to an additional 3,000,000 Subscription Receipts at the Issue Price until 48 hours prior to the closing of the Offering.

INDUSTRY TRENDS AND OUTLOOK

The uranium spot price closed the third quarter at approximately $48 (USD) per pound UO following a period earlier in 2022 where there was significant appreciation as a result of several factors. Geopolitical uncertainty continued to define the nuclear fuel markets that started with unrest in Kazakhstan in early January and was further amplified by the Russian invasion of Ukraine in late February. The supply chain concerns as a result these two events have led both governments and nuclear utilities, in particular those that have been heavily reliant on Russian nuclear fuels, to consider alternatives. Currently, the global nuclear industry relies on Russia for approximately 14% of its supply of uranium concentrates, 27% of conversion supply and 39% of enrichment capacity. Further, transportation risks have manifested as the most immediate concern. Sanctions on Russia, government restrictions, and the restrictions on and cancellations of some cargo insurance coverage create uncertainty about the reliability of uranium shipments from Central Asia.

The continuing geopolitical uncertainty has created pressure on all segments of the nuclear fuel cycle. While the spot price for uranium has increased by 15% in 2022, year to date spot prices for conversion and enrichment have increased 136% and 67%, respectively. Despite the recent increase in prices across most segments of the fuel cycle, years of underinvestment in new production capacity combined with supply chain challenges on uranium mining and processing has shifted the supply risk from producers to utilities.

Uranium remains a highly trade-dependent commodity, and that is further amplified in the U.S. where domestic uranium production remains sidelined due to markets forcing the world’s largest uranium market to be 100% reliant on imports. Nearly 80% of the world’s primary production is in the hands of state-owned enterprises, and that production occurs in regions that rely on long supply chains to reach their primary markets. Further, the countries where uranium is consumed are enacting policies to extend nuclear power plant life and increased generation, increasing demand, while implementing trade policies, more recently in response to Russia’s invasion of Ukraine, that have further disrupted supply chains and transportation routes.

enCore Energy Corp.
Management’s Discussion and Analysis
For the nine months ended September 30, 2022 and 2021

According to the International Atomic Energy Agency, there are currently 427 reactors operating globally and 56 reactors under construction. Nuclear power continues to be recognized in more and different policy forums for the role it plays in providing safe, affordable,carbon-free baseload electricity that achieves a low-carbon economy while being a reliable energy source to help countries diversify away from Russian energy. The conflict between national and global climate goals and shifting energy shortages resulting from geopolitical uncertainty has amplified nuclear power’s ability to balance various objectives such as providing: 1.) clean emissions energy generation; 2.) reliable and secure baseload energy; and 3.) affordable generation costs. These objectives have led several countries to reverse planned nuclear plant shutdowns, created opportunities for power upgrades and life extension, accelerated restarts of idled plants, and plans for new builds. Additionally, the future deployment and potential impact of small modular reactors (SMR) and advanced reactors continues to add further demand for nuclear fuels.

The combination of both geopolitical uncertainty and increased support for nuclear for clean energy generation has dramatically changed the supply/demand balance. In the case of U.S. nuclear utilities, there is an increasing move to reliable western uranium supply that has been manifested in the form of further interest in contracting of North American uranium production. We see demand continue to increase for U.S. produced uranium, and the U.S. government continues to consider the means to secure nuclear fuel production capacity in the U.S. as additional, non-traditional demand.

Some recent developments during the 3^rd Quarter.

●

On August 16, President Biden signed the Inflation Reduction Act of 2022 (IRA) into law. Through $369 billion (US) in tax incentives and other investments, IRA is the most consequential federal legislation ever enacted to address climate change. The IRA includes significant support for nuclear power with the establishment of a Production Tax Credit to support existing nuclear reactors, and it also provides $700 million (USD) to incentivize the development of domestic sources of high-assay low enriched uranium. This has led to some nuclear utilities filing for life extensions and power upgrades for several U.S. nuclear power plants.

●

The U.S. Government continues to pursue support for a domestic nuclear fuel cycle for at least $3.5 billion. The Department of Energy and Congress are seeking a legislative path to pay to bolster the supply of low-enriched uranium, conversion services and uranium to eliminate US dependence on Russian nuclear fuel imports.

●

Kazatomprom (KAP) announced in August its plan to produce 10% below its total Subsoil Use Contracts level in 2024. This plan is expected to result in increased production in Kazakhstan of about 5 million to 8 million pounds UO in 2024 compared to in 2023, bringing total expected annual uranium production to about 65 million pounds. KAP stated the decision was based on its contracting progress but that it may still face significant challenges to any increase above current production levels due to the current state of global supply chains.

●

Orano announced plans to increase its enrichment production capacity by 30%, which could involve an extension of the Georges- Besse II plant located in France. The cost of the project is estimated at $970M (USD).

●

Sprott Physical Uranium Trust (SPUT) purchased about 2 million pounds U3O8 from July to September bringing total purchases since inception to over 40 million pounds U3O8. The challenging equity markets in recent months have contributed to SPUT shares trading at a discount to net asset value, impacting its ability to raise funds to purchase uranium.

●

China announced plans to accelerate new nuclear projects to combat future electricity shortages, indicating it could raise the number of new reactor construction approvals to ten or more per year. In 2022, there have now been ten new reactor build approvals.

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Japan’s Prime Minister Kishida pledged to have up to 17 reactors restarted by the summer of 2023 and has asked the government to study the possibility of adding new advanced reactors. In addition, Japan’s nuclear regulator recently confirmed plans to remove regulations that limit the operating life of nuclear power plants to a maximum of 60 years.

●

South Korea announced its 2030 draft energy plan that includes an increase to nuclear power’s share of its energy mix from 30% to 33%, while reducing solar and wind power. In addition, nuclear power has now been included in its green taxonomy, reversing the previous administration’s stance.

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In France, the government and regulator are working on conditions to extend the operating lives of existing reactors and are planning an “industrial build” program with the start of construction around 2028 for the first two of six new European Pressurized Reactors (EPR) and with plans for eight additional EPRs in the future. The government has also pledged to quickly restart 25 reactors currently offline for maintenance and technical issues with a target to have 50 of 56 French reactors in operation by year end.

enCore Energy Corp.
Management’s Discussion and Analysis
For the nine months ended September 30, 2022 and 2021

●

Sweden’s right-wing parties combined to form a newly elected majority government and immediately updated their energy policy to be more pro-nuclear. They cited a significant shift away from the previous focus on renewables, changing the previous goal of “100% renewable” electricity by 2040 to “100% fossil free electricity” and are making legislative changes to allow for construction of new nuclear power plants.

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Belgium shut down its Doel-3 nuclear reactor in September, but government officials are now looking at how to potentially restart the reactor to help mitigate the current energy crisis.

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Germany’s Chancellor Olaf Scholz has ordered the life extension of Germany’s three remaining reactors until mid-April 2023, keeping them on stand-by due to energy concerns.

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Egypt began construction on the first of four Russian-built VVER 1200 reactors, at the El-Dabaa Power Plant as the government looks to accelerate the project.

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In California, Governor Newsom signed a bill seeking to extend operations at the Diablo Canyon Power Plant for five years beyond its current licence, which expires in 2025.

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Holtec International announced potential plans to restart the Palisades nuclear plant in Michigan, which was prematurely retired in May, taking advantage of loans and tax credits provided in the newly-signed IRA.

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Southern Company announced fuel loading began in October for Vogtle unit 1, the first of two 1250 MWe AP1000’s under construction in Georgia. The company also confirmed its plans to apply to have the operating licences for its Edwin and Hatch nuclear reactors extended to 80 years. Tennessee Valley Authority announced similar plans for the extension of their Browns Ferry reactor in Alabama.

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Mexico’s Laguna Verde nuclear plant has been granted 30-year operating life extensions for its two units.

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In Finland, Teollisuuden Voima Oyj announced Olkiluoto 3, the 1,600 MWe EPR, reached full power on September 30, 2022. Commissioning testing remains ongoing with regular electricity production scheduled to start in December 2022.

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Ontario Power Generation (OPG) signed an agreement with X-energy to examine deploying their Xe-100 SMRs. In addition, OPG issued a $300 million Nuclear Green Bond, a first-of-its-kind for the company and part of its commitment to be net zero in carbon emissions by 2040. The funds are to be used to finance the refurbishment at its Darlington plant, where extensions to four of the site’s six units were recently announced, enabling them to operate for a further 30 years.

enCore Energy Corp.
Management’s Discussion and Analysis
For the nine months ended September 30, 2022 and 2021

MINERAL PROPERTIES

enCore holds a portfolio of uranium assets located in New Mexico, South Dakota, Wyoming, Texas, Utah, Colorado, and Arizona in the USA, and is focused on advancing its properties utilizing in-situ recovery.

Figure XX – enCore Energy Corp. mineral property locations

enCore Energy Corp.
Management’s Discussion and Analysis
For the nine months ended September 30, 2022 and 2021

enCore’s material properties and projects are the Marquez-Juan Tafoya Uranium Project located in New Mexico, the Crownpoint and Hosta Butte Uranium Project located in New Mexico, the Dewey-Burdock Project located in South Dakota, and the Gas Hills Project located in Wyoming. In addition to enCore’s material properties, enCore also holds the Rosita uranium processing plant and well fields located in Texas. Due to the diversity of the Company’s properties, they are presented below by State.

TEXAS

Rosita Project, Texas

URI’s Rosita uranium processing plant and associated well fields are located in Duval County, Texas on a 200-acre tract of land owned by the Company. The facility is located within the South Texas uranium province, about 22 miles west of the town of Alice. The plant at Rosita was constructed in 1990 and was originally designed and constructed to operate as an up-flow ion exchange facility, in a similar manner to the Kingsville Dome plant. Resin was processed at the Rosita plant, and the recovered uranium was precipitated into slurry, which was then transported to Kingsville Dome for final drying and packaging. Production from the Rosita plant began in 1990 and continued until 1999, when it was placed on standby. In the 2007-2008 period, upgrades were made to the processing equipment and additions to the facility were installed, including revisions to the elution and precipitation circuits, and the addition of a full drying system. Construction terminated when the plant was 95% complete, due to production and price declines. The plant is anticipated to have an operating capacity of 800,000 pounds of U3O8 per year when the upgrades are completed. One satellite ion exchange system is in place at the Rosita project, but it only operated for a short period of time in 2008. On April 18, 2022, the Company provided an update on the progress of the refurbishment of its 100% owned Rosita ISR Central Processing Plant. The Plant modernization and refurbishment is essential to the Company goal of becoming the next producer of American uranium. The modernization and refurbishment is complete and testing has commenced.

The Rosita property holdings consist of mineral leases from private landowners covering approximately 2,759 gross and net acres of mineral rights. All of the leases for the Rosita area provide for payment of sliding scale royalties based on the price of uranium, ranging from 6.25% to 18.25% of uranium sales produced from the leased lands. Under the terms of the leases, the lands can be held after the expiration of their primary term and secondary terms, if restoration and reclamation activities remain ongoing. The leases initially had primary and secondary terms ranging from 2012 to 2016, with provisions to extend the leases beyond the initial terms. URI holds these leases by payment of annual property rental fees ranging from $10 to $30 per acre.

Access to the Rosita project and process facility is good, from an improved company-owned private drive that connects with an unpaved but maintained county road, which in turn connects with Texas Farm to Market Road 3196, about one mile northeast of the intersection of State Highway 44 and FM3196 in Duval County. Electrical power for the Rosita project is readily available, with an industrial-scale power line extending to the Rosita process plant.

Initial production of uranium from the Rosita project, utilizing the ISR process, commenced in 1990, and continued until July 1999. During that time, 2.64 million pounds of U3O8 were produced. Production was halted in July of 1999 due to depressed uranium prices, and it resumed in June 2008. Technical difficulties, coupled with a sharp decline in uranium prices, led to the decision to suspend production activities in October 2008, after the production of 10,200 pounds of U3O8. No production has occurred at Rosita since that time.

Uranium mineralization at the Rosita project occurs as roll-fronts hosted in porous and permeable sandstones of the Goliad Formation, at depths ranging from 125 to 350 feet below the surface.

The Rosita project is comprised of four TCEQ authorized production areas. Production areas 3 and 4 contain limited uranium resources that have yet to be produced. Existing wells in production area 4 were plugged by the prior owner, but the production area authorization remains valid. Production areas 1 and 2 consisted of seven wellfields whose groundwater has been restored by the circulation and processing of approximately 1.3 billion gallons of reverse osmosis treated water. In 2013, URI completed the final phase of TCEQ required stabilization in production areas 1 and 2. URI began plugging wells in production areas 1 and 2 in 2014 and completed those activities in 2016. TCEQ has accepted that plugging was completed in accordance with the approved closure plan. Remaining wells for other uses are being transferred or reclassified in order to complete closure of the two production areas. Completion of the surface reclamation in production areas 1 and 2 was temporarily halted in 2019 and resumed in early 2020 with completion anticipated in 2023 pending acceptance by the TCEQ.

A radioactive material license issued by the TCEQ for the Rosita project is in timely renewal, and on April 14, 2022, the renewal application was updated to meet current license and regulatory requirements. That application has completed administrative review, and the technical review has commenced. The underground injection control permit, issued on October 14, 2014, remains in good standing. Production could resume in areas already included in existing production area authorizations. As new areas are proposed for production, additional authorizations from the TCEQ under the permit will be required. The waste disposal well permit has been renewed.

enCore Energy Corp.
Management’s Discussion and Analysis
For the nine months ended September 30, 2022 and 2021

Satellite Operations for Rosita Project

Rosita Project Extension, Texas – The Company is advancing wellfield development of mineral resources previously included in the former production area authorization 4 within the Rosita Project radioactive materials license and injection permit boundaries. The mineral resources in this area were never produced and present a rapid opportunity for early production.

Rosita South, Texas – The Company announced positive results from its on-going uranium delineation and exploration drill programs at its 100% owned Rosita South project. The Rosita South project is adjacent to the Rosita Uranium Project. The Rosita South area provides one of the most optimal sources of satellite feed for the Rosita Central Processing Plant. 32 drill holes were reported for a total of approximately 11,000 feet including 20 delineation drill holes and 12 exploration drill holes. 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. Delineation drill results established an extension of mineralization in the future Production Area which supports the start-up of production

Butler Ranch Project, Texas. Through its subsidiary URI, the Company acquired the Butler Ranch project from Rio Grande Resources in 2014, as part of a larger property exchange. The property is comprised of non-contiguous fee leases that cover an area of about 438 acres of mineral rights. The Butler Ranch project is located in the southwestern end of Karnes County, Texas, about 45 miles southeast of the city of San Antonio, and 12 miles northwest of the town of Kenedy. The project is situated in the southwestern end of the Karnes County uranium mining district, which was one of the largest uranium production areas in Texas.

Upper Spring Creek Project, Texas. The Company, through its subsidiary URI, is acquiring or has acquired several mineral properties located in South Texas, including the area described generally as the Upper Spring Creek Project area. The property is currently comprised of non-contiguous fee leases that cover an area of approximately 510 acres of surface and mineral rights, and the Company is actively acquiring additional mineral properties for this project. This project area includes mineral properties that were identified in the Signal Equities LLC database that the Company acquired in December 2020. These properties are intended to be developed as satellite ion-exchange plants that will provide loaded resin to the central processing plant at the Rosita Project.

Kingsville Dome, Texas

The Company acquired URI, Inc. (“URI”) as part of the acquisitions related to the Westwater Transaction on December 31, 2020. URI’s Kingsville Dome property is located in Kleberg County, Texas and is situated on several tracts of land leased from third parties. The property is situated approximately eight miles southeast of the city of Kingsville, Texas. The project was constructed in 1987 as an up-flow uranium ion exchange circuit, with complete drying and packaging facilities within the recovery plant. The Kingsville Dome project produced uranium in the period 1988 through 1990, from 1996 to 1999, and most recently from 2007 through 2009.Two independent resin processing circuits and elution systems are part of the plant’s processing equipment, and it also has a single drying circuit. As currently configured, the Kingsville Dome plant has a production capacity of 800,000 pounds of U3O8 per year. Uranium production at Kingsville Dome was suspended in 2009 and the plant has been in a standby status since that time. The plant has two 500 gallon per minute reverse osmosis systems for groundwater restoration. The first unit was idled in 2010 and the second unit was idled in January of 2014, when groundwater restoration was completed. The plant can serve as a processing facility that can accept resin from multiple satellite facilities. In addition to the processing plant, there are four satellite ion exchange systems in the project area. Each of the satellite systems is capable of processing approximately 900 gallons per minute of uranium-bearing ISR fluids from well fields, and these satellite plants can be relocated to alternate extraction sites as needed. As is the case with the main plant, the satellite facilities have been on standby since 2009.

The project is comprised of numerous mineral leases from private landowners, covering an area of approximately 2,434 gross and 2,227 net acres of mineral rights. The leases are held through the payment of annual rents, and the leases provide for the payment of production royalties, ranging from 6.25% to 9.375%, based upon uranium sales from the respective leases. The leases initially had expiration dates ranging from 2000 to 2007; however, URI continues to hold most of these leases through ongoing restoration activities. With a few minor exceptions, the leases contain clauses that permit us to extend the leases not held by production by payment of royalties ranging from $10 to $30 per acre per year

Access to the Kingsville Dome process facility is very good, as an improved company-owned private road connects the facility with Texas Farm to Market Road 1118 about eight miles southeast of Kingsville, Texas, and about four miles east of U.S. Highway 77 at the town of Ricardo. Numerous county and ranch roads, some of which are only intermittently maintained, provide access to the entire project area. Suitable electrical power is present at the site of the Kingsville Dome processing plant, and additional power lines exist throughout the areas of the wellfields across the project area.

enCore Energy Corp.
Management’s Discussion and Analysis
For the nine months ended September 30, 2022 and 2021

Initial production from the Kingsville Dome uranium deposit commenced in May 1988. From the onset of production until July 1999, URI produced a total of 3.5 million pounds of U3O8 from the project area. Production was suspended in July 1999, due to depressed uranium prices, but resumed in April 2006. Production in 2006 was 94,100 pounds of U3O8, 338,100 pounds in 2007, 252,000 pounds in 2008 and 56,000 pounds in 2009. URI has not produced any uranium at the Kingsville Dome project since 2009.

Uranium mineralization at the Kingsville Dome project occurs as a series of roll-front deposits hosted in porous and permeable sandstones of the Goliad Formation, at depths ranging from 600 to 750 feet beneath the surface. The mineralization is localized along the southwestern to northern flanks of the Kingsville Dome geological feature, which also hosts oil and gas deposits in geological units that are substantially deeper than the Goliad Formation sandstones. The Company does not control those oil and gas deposits.

URI completed the groundwater restoration program during 2013 and entered the required stabilization period. As a result, the Company did not incur any costs related to restoration and reclamation activities during 2020. During 2020, URI conducted stability and standby care activities at the Kingsville Dome project, as required by permits and licenses. There are three production areas authorized by the TCEQ at the Kingsville Dome project. In 2012, restoration was completed within ten wellfields located in production areas 1 and 2. In 2013, the Company continued to sample and observe the wellfields in production areas 1 and 2 during a stabilization period required by TCEQ rules, and on October 15, 2013, URI declared to TCEQ that groundwater restoration was complete in production areas 1 and 2. Groundwater restoration for production area 3 was conducted throughout 2013, completed in December 2013 and simultaneously placed into stability. Subject to regulatory approval, groundwater restoration is completed for the entire project. Since URI began its groundwater activities in 1998, they have processed and cleaned approximately 2.6 billion gallons of groundwater at the Kingsville Dome project.

A radioactive material license issued by the TCEQ is in timely renewal. On September 26, 2012, URI filed the requisite application for renewal of its Underground Injection Control (“UIC”) permit, and on December 12, 2012, URI filed an amendment to the application that would provide for resumption of uranium recovery activities. In June 2016, URI requested to withdraw its UIC permit and resubmit at a later date. The request to withdraw was granted by the TCEQ in April 2017. As new areas are proposed for production, additional authorizations under the area permit will be required.

Vasquez Project, Texas. The Vasquez project is located in Duval County, Texas, a short distance northwest of the town of Hebbronville. The project operated from 2004 through 2008 as a satellite plant operation to the Kingsville Dome Central Processing Plant until the mineral resource was depleted and reclamation commenced. The project is situated on a leased tract of land that is being held until final restoration has been completed. The Vasquez property consists of a mineral lease on 1,023 gross and net acres. While the primary term of the mineral lease expired in February 2008, URI continues to hold the lease by carrying out restoration activities.

SOUTH DAKOTA

The Dewey-Burdock Project, South Dakota

The Company’s 100% owned Dewey-Burdock Project is an ISR uranium project located in the Edgemont uranium district, in South Dakota. Through property purchase agreements, mining leases and/or mining claims, the Dewey-Burdock Project is comprised of approximately 12,613 surface acres and 16,962 net mineral acres. The Dewey-Burdock Project is one of the Company’s initial development priorities. In December 2020, the Company filed an amended and restated NI 43-101 compliant independent Technical Report and PEA for the Dewey-Burdock Project prepared by Woodard & Curran and Rough Stock Mining Services (the “Dewey- Burdock PEA”) with an effective date of December 3, 2019. The amended and restated report presents the following resources for the Dewey-Burdock Project.

2019 Mineral Resource Estimate Summary (Effective date-December 3,2019)

ISR Resources	Measured			Indicated			M & I			Inferred
Pounds		14,285,988			2,836,159			17,122,147			712,624
Tons		5,419,779			1,968,443			7,388,222			645,546
Avg. GT		0.733			0.413			0.655			0.324
Avg. Grade (% U3O8)		0.132	%		0.072	%		0.116	%		0.055	%
Avg. Thickness (ft)		5.56			5.74			5.65			5.87

Note:

Resource pounds and grades of U₃O₈ were calculated by individual grade-thickness contours. Tonnages were estimated using average thickness of resource zones multiplied by the total area of those zones.

enCore Energy Corp.
Management’s Discussion and Analysis
For the nine months ended September 30, 2022 and 2021

The Company’s Dewey-Burdock Project received its Source and Byproduct Materials License SUA-1600 on April 8, 2014 from the NRC, covering 10,580 acres. The Company controls the mineral and surface rights for the area pertaining to the NRC license.

In December 2020, a petition for review of contentions previously resolved in favor of the Company and the NRC staff was filed by certain petitioners with the United States Court of Appeals for the District of Columbia Circuit (the “DC Circuit Court”). Final briefs in this proceeding were filed on July 22, 2021 and oral arguments were held on November 9, 2021. On August 9, 2022, the Company announced that the DC Circuit Court issued an opinion that deemed that the actions taken by NRC in its licensing of the Dewey- Burdock Project were lawful and denied the petitioners request for further review. On September 23, 2022, the petitioners requested from the DC Circuit Court an en banc review. Despite the requested en banc review, the current full effectiveness of the Company’s NRC license for its Dewey-Burdock Project remains in place and the Company does not expect this petition for review to be successful. The Company has previously prevailed at both the Atomic Safety and Licensing Board and the NRC Commission on these issues.

In November 2020, the EPA issued the Company their final Class III and Class V UIC permits, and associated aquifer exemption, for the Dewey-Burdock Project. After the permits being issued, the Class III and Class V UIC permits were appealed to the Environmental Appeals Board (the “EAB”). The aquifer exemption was appealed to the United States Court of Appeals for the Eighth Circuit (the “Eighth Circuit”). The EAB proceeding has been stayed until such time as the DC Circuit Court renders a decision disposing of the challenge to the National Historic Preservation Act compliance in connection with the Dewey-Burdock Project that is pending before it. Further, the proceeding before the Eighth Circuit has been held in abeyance pending the resolution of the EAB and NRC proceedings. The Company does not expect either of these appeals with respect to the EPA approvals to be successful.

The Company submitted applications to the Department of Agriculture and Natural Resources (DANR) in 2012 for its Groundwater Discharge Plan (“GDP”), Water Rights (“WR”) and Large Scale Mine Plan (“LSM”) permits. All permit applications have been deemed complete and have been recommended for conditional approval by the DANR staff. The GDP and WR permits are subject to hearing with public participation. The hearing commenced on October 28, 2013 and continued through November 25, 2013, at which point it was determined that the hearing will resume once the NRC and EPA have ruled and set the federal surety. The LSM permit has been finalized subject to continuation of a hearing before the Board of Minerals and Environment, which commenced the week of September 23, 2013, and continued through November 5, 2013, at which point it was determined that the hearing will resume once the NRC and EPA have ruled and set the federal surety. The Company is focused on recommencing the hearing process for the GDP, WR and LSM permits now that the EPA permits and NRC license have been issued. However, the Company has not yet been successful due to the ongoing appeals at the federal level.

The Company continues to be in compliance with existing permitting and licensing requirements. Prior to commencing construction and operations at the Dewey-Burdock Project, the Company requires three state permits to be issued by the DANR, the EAB appeal to be denied or resolved in favor of the Company, certain pre-operational conditions under the Company’s permits and licenses to be satisfied, certain minor permits to be obtained and the development and implementation of mitigation plans for protection of cultural resources under the programmatic agreement.

WYOMING

Gas Hills Project, Wyoming

The Company’s 100% owned Gas Hills Project is located in the historic Gas Hills uranium district situated 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 mining claims, a State of Wyoming mineral lease, and private mineral leases, within a brownfield site which has experienced extensive development including mine and mill site production. In August 2021, the Company filed a maiden NI 43-101 compliant independent Technical Report and PEA for the Gas Hills Project prepared by WWC Engineering and Rough Stock Mining Services (the “Gas Hills PEA”) with an effective date of June 28, 2021. Importantly, an ISR resource estimate was established and supported by numerous hydrology studies confirming that the resources located below the water table are ideally suited for ISR mining techniques. The Gas Hills PEA is preliminary in nature; it includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves. There is no certainty that the Gas Hills PEA will be realized. Mineral resources that are not mineral reserves do not have demonstrated economic viability.

The Project consists of four resource areas that contain ISR amenable resources named by Azarga as the West Unit, Central Unit, South Black Mountain, and Jeep. There is an additional non-ISR amenable resource area at the Project named the Rock Hill Unit was as well as other shallow deposits with resources located above the water table that were not considered in the economic assessment portion of this PEA. For the purposes of this PEA, uranium recovery was estimated at 6,507,000 pounds UO at a production rate of 1.0 million pounds UO per year with a long-term uranium price of USD $55.00/pound using a low pH lixiviant.

enCore Energy Corp.
Management’s Discussion and Analysis
For the nine months ended September 30, 2022 and 2021

Gas Hills Project, Wyoming

Resource Category	Million Tons		Grade eU O %		Attributable U O (M lbs.*)
Measured & Indicated mineral resource (ISR)		3.83		0.101		7.71
Inferred mineral resource (ISR)		0.41		0.052		0.43
Measured & Indicated mineral resource (non-ISR)		3.20		0.048		3.06
Inferred mineral resource (non-ISR)		0.12		0.030		0.06

NI 43-101 Technical Report, Preliminary Economic Assessment, Gas Hills Uranium Project, Fremont and Natrona Counties, Wyoming, USA, completed by WWC Engineering and Rough Stock Mining Services (effective 28 June 2021) (“Gas Hills Technical Report and PEA”).

The uranium mineralization is contained in roll-front deposits hosted by arkosic sandstone beds of the Eocene Wind River Formation. Based on areas of wide-spaced limited historical drilling and areas of past mine production, the Company believes that there is sufficient geological evidence to interpret that mineralization may extend from current mineral resource areas along identified trends. The Company is now focused on commencing the permitting process and growing the ISR-amenable resources at the Gas Hills Project.

Dewey Terrace Project, Wyoming. This project consists of approximately 1,874 acres of surface rights and approximately 7,514 acres of net mineral rights. The Dewey Terrace Project is located adjacent to the Dewey-Burdock Project.

Juniper Ridge Project, Wyoming. The Company, through its subsidiary Azarga, holds the Juniper Ridge project in Carbon County, Wyoming. The project consists of approximately 640 surface acres and 3,240 net mineral acres of unpatented lode mining claims and a State of Wyoming mineral lease, and is located within a brownfield site which has experienced extensive exploration, development, and mine production. Azarga acquired the property through its acquisition of URZ Energy Corp. in July 2018.

Juniper Ridge Project, Wyoming

Project	Million Tons		Grade eU O %		*U O (M lbs.)**
Indicated mineral resource (non-ISR)		5.14		0.058		6.01
Inferred mineral resource (non-ISR)		0.11		0.085		0.18

Juniper Ridge Uranium Project, Carbon County, Wyoming USA. Amended and Restated NI 43-101 Mineral Resource and Preliminary Economic Assessment, completed by Douglass L.Beahm, P.E., P.G., Principal Engineer, BRS Inc. and Terrance P. (Terry) McNulty. P.E, D.Sc., T.P McNulty and Associates (effective 9 June 2017).

Shirley Basin Project, Wyoming. The Company, through its subsidiary Azarga, holds the Shirley Basin Project in Wyoming. Azarga acquired the property through its acquisition of URZ Energy Corp. in July 2018.

Aladdin Project, Wyoming. The Company, through its subsidiary Azarga, holds the Aladdin Project in Wyoming which is comprised of private leases that cover approximately 5,166 acres of surface rights and 4,712 acres of net mineral rights located in Wyoming. The Aladdin Project is 80 miles northwest of the Dewey-Burdock Project. Azarga acquired the property through its acquisition of URZ Energy Corp. in July 2018.

Aladdin Project, Wyoming

Project	Million Tons		Grade eU O %		U O (M lbs.)
Indicated mineral resource		0.47		0.111		1.04
Inferred mineral resource		0.04		0.119		0.10

Technical Report on the Aladdin Uranium Project, Cork County, Wyoming, completed by Jerry D.Bush, certified Professional Geologist (effective 21 June 2012).

NEW MEXICO

Crownpoint and Hosta Butte Uranium Project, New Mexico

The Crownpoint and Hosta Butte uranium project (the Project) is located in the Grants Uranium Region. The Grants Uranium Region is located in northwestern New Mexico and is part of the Colorado Plateau physiographic province. The Grants Uranium Region has been the most prolific producer of uranium in the United States. With production as early as 1948, over 347 million lbs. of U3O8 have been produced from the region. The majority was produced during the years 1953 through 1990.

enCore Energy Corp.
Management’s Discussion and Analysis
For the nine months ended September 30, 2022 and 2021

On February 25, 2022, and revised on March 16, 2022, the Company issued the NI-43-101 Technical Report, Crownpoint and Hosta Bute Uranium Project, McKinley County, New Mexico, USA completed by BRS Inc. and enCore Energy Corp. The report was authored by Douglas L. Beahm, P.E., P.G., Principal, BRS, Inc. and coauthored by Carl Warren, P.E., P.G., Project Engineer, BRS Inc. and W. Paul Goranson, P.E., CEO, enCore Energy Corp. The report provided the following mineral resources.

Total Indicated Mineral Resources

*0.02% eU3O8 Grade Cutoff and GT Cutoff 0.25 ft%**		Total Indicated Resource		enCore Controlled
Crownpoint	Pounds eUO		19,565,000		16,223,000
	Tons		9,027,000		7,321,000
	Avg. Grade % eUO		0.108		0.111

Hosta Butte	Pounds eUO		9,479,000		9,479,000
	Tons		3,637,000		3,637,000
	Avg. Grade % eUO		0.130		0.130

Total Indicated Mineral Resource	Pounds eUO		29,044,000		25,702,000
	Tons		12,664,000		10,958,000
	Avg. Grade % eUO		0.115		0.117

Pounds and tons as reported are rounded to the nearest 1,000

GT cutoff: Minimum Grade (% eU₃O₈) x Thickness (Feet) for Grade > 0.02 % eU₃O₈.

Total Inferred Mineral Resources

*0.02% eU3O8 Grade Cutoff and GT Cutoff >0.25 ft%**		Total Inferred Resource		enCore Controlled
Crownpoint	Pounds eUO		1,445,000		1,388,000
	Tons		708,000		676,000
	Avg. Grade % eUO		0.102		0.103

Hosta Butte	Pounds eUO		4,482,000		4,482,000
	Tons		1,712,000		1,712,000
	Avg. Grade % eUO		0.131		0.131

Total Inferred Mineral Resource	Pounds eUO		5,927,000		5,870,000
	Tons		2,420,000		2,388,000
	Avg. Grade % eUO		0.122		0.121

Pounds and tons as reported are rounded to the nearest 1,000

GT cutoff: Minimum Grade (% eU₃O₈) x Thickness (Feet) for Grade > 0.02 % eU₃O₈.

The Project is located in portions of Sections 24, Township 17 North, Range 13 West; Sections 19 and 29, Township 17 North, Range 12 West; and Sections, 3, 9, and 11, Township 16 North, Range 13 West, comprising approximately 3,020 acres mineral estate outright. There are no annual payments, maintenance, or other requirements to be met to maintain the mineral estate subject only to a 3% gross proceeds royalty on uranium mined from the Project. Surface rights are held separately from the mineral rights on the Project. The surface rights have not been removed from development and are not under other restrictions. The property is outside of the Navajo Reservation and is situated on the western edge and to the southwest of the small town of Crownpoint, New Mexico.

The Crownpoint area (Sections 24, Township 17 North, Range 13 West; Sections 19 and 29, Township 17 North, Range 12 West) is different than that the of regulatory status of the Hosta Butte property (Sections, 3, 9, and 11, Township 16 North, Range 13 West). The Crownpoint area of the Project is wholly within NuFuels, Inc.’s (a wholly owned subsidiary of Laramide Resources LTD) Source Materials License SUA-1580 for the in-situ recovery (ISR) of uranium which was issued by the US Nuclear Regulatory Commission (NRC) (http://www.nrc.gov/info-finder/materials/uranium). Water rights have been approved by the New Mexico State Engineer for a portion of the Crownpoint area. Other permits will be required to operate the project at the Crownpoint area. There have been no permits or licenses issued for the Hosta Butte property.

enCore Energy Corp.
Management’s Discussion and Analysis
For the nine months ended September 30, 2022 and 2021

Uranium mineralization is typical of sandstone hosted roll-front deposits found within the Western US. The Westwater Canyon member of the Morrison Formation is the principal host of uranium mineralization in the vicinity of the Project and is approximately 360 feet thick. For the purposes of estimating mineral resources, the authors subdivided the Westwater Canyon into four vertically and laterally distinct sand units/zones.

In the Crownpoint area, mineralized thickness ranges from the minimum of 2 feet to over 40 feet. Average thickness of all intercepts was 7.6 feet. Average grade – thickness (GT) of all intercepts was 0.77 ft%. Grade varies from the minimum grade cutoff of 0.02 % eU3O8 to a maximum grade by intercept of 0.38 % eU3O8. Individual mineralized trends may persist for several thousand feet with trend width typically in the range from 100 up to 400 feet.

In the Hosta Butte area, mineralized thickness ranges from the minimum of 2 feet to over 33 feet. Average thickness of all intercepts was 7.4 feet. Average GT of all intercepts was 0.83 ft%. Grade varies from the minimum grade cutoff of 0.02 % eU3O8 to a maximum grade by intercept of 0.52 % eU3O8. Individual mineralized trends may persist for 2,000 thousand feet or more with trend width typically in the range of 100 to 300 feet.

Drilling within the Crownpoint area focused on portions of three sections 19 and 29, T17N, R12W and Section 24 T17N, R13W. Within the Crownpoint area, 482 rotary drill holes and 37 core holes were completed. Drilling within the Hosta Butte area also included three sections, 3, 9, and 11, T16N, R13W. However, the drilling at Hosta Butte focused primarily on Section 3 with 133 rotary holes and 2 cores holes completed. In Sections 9 and 11, T16N, R13W, 14 rotary drill holes and 32 rotary drill holes were completed, respectively.

Marquez-Juan Tafoya Uranium Project, New Mexico

The Marquez-Juan Tafoya Uranium Project (Project) is an advanced-stage exploration property which has been extensively explored in the past by drilling. In the 1970s to early 1980s, extensive mineral exploration was done by drilling defined significant uranium resources on the two properties. Mine and mineral processing infrastructure was constructed by Bokum Resources on the Juan Tafoya portion of the Project, including a 14-foot production shaft (completed to within 200 feet of the mine zone), a 5-foot ventilation shaft, and a partially built mill processing facility and tailings disposal cells. The surface facilities were dismantled and reclaimed in the early 2000s. No mining or mineral processing has occurred at the site.

The Project consists of two adjacent properties; Marquez and Juan Tafoya, that were previously developed by separate mining companies, Kerr-McGee Corporation and Bokum Resources, respectively. This is the first time that the two properties are controlled by one company., The host for known uranium mineralization within the project is the Westwater Canyon member of the Upper Jurassic Morrison Formation. The Westwater deposits dip gently 1-3° to the west. The mineralization is sandstone-type present as coffinite and uraninite within primary trend deposits and varies from 1,800 to 2,500 feet deep.

On June 9, 2021, the Company announced that it had filed a Preliminary Economic Assessment (PEA) Results and combined, N.I. 43-101 Technical Report for its Juan Tafoya-Marquez Project, New Mexico. The PEA was constructed based on a combined and updated NI 43-101 Technical Report using an Indicated resource of 7.1 million tons at a grade of 0.127% eU3O8 for a total of 18.1 million pounds of U3O8. The PEA reports the Net Present Value (“NPV”) for the project that ranges from $20.9 million using $60.00 per pound of yellowcake (U3O8) to $71.2 million using $70.00 per pound of yellowcake with internal rate of returns (“IRR”) ranging from 17% to 39% with corresponding yellowcake prices; these scenarios are pre-tax and assume a 7% discount rate. The break-even price of production is estimated to be $56.00 per pound. The PEA evaluated the economics of mining at Juan Tafoya-Marquez through underground mining and on-site processing (milling) to produce yellowcake. The study has an effective date of June 9, 2021, and was prepared by Douglas L. Beahm, P.E, P.G., of BRS Inc. in cooperation with Terence P. McNulty, P.E., PhD, of McNulty and Associates. The mineral resources used to support the PEA within the report are shown below.

Indicated Mineral Resource

Minimum 0.60 GT

TONS

%eU₃O₈

Pounds

ROUNDED TOTAL (x 1,000)

7,100

0.127

18,100

Mineral resources are not mineral reserves and do not have demonstrated economic viability in accordance with CIM standards.

The Marquez-Juan Tafoya uranium project is approximately 50 miles west-northwest of Albuquerque, New Mexico (Figure 4-1, Location and Access Map). The project is in an area of mostly un-surveyed lands, in what would be Township 13 North, Ranges 04 and 05 West, 23rd Principal Meridian, New Mexico. The Company controls private land leases, Marquez and Juan Tafoya, totaling some 18,712 acres (7,572 ha).

enCore Energy Corp.
Management’s Discussion and Analysis
For the nine months ended September 30, 2022 and 2021

Marquez History - Kerr McGee Corporation entered into a mineral lease agreement with the Williams family for the Marquez Property in the early 1970s. In 1973, exploration drilling began. In 1978, Kerr McGee sold a 50% interest in the project to the Tennessee Valley Authority (TVA). At that time, the joint venture proposed mining the uranium deposit by conventional underground methods, with recovery at Kerr McGee’s Ambrosia Lake mill facility. However, with the decrease in the uranium market beginning in 1980, the property was returned to the mineral lease holder. In 2007, Strathmore Minerals Corporation acquired a mineral lease to the Marquez property. Strathmore was subsequently acquired by Energy Fuels who sold the Marquez property to enCore.

Juan Tafoya History - In 1969, mineral leases were acquired in the Juan Tafoya area by Devilliers Nuclear and exploratory drilling began. In the early 1970s, Exxon acquired the rights to 25 small mineral leases, all within the boundary of the Juan Tafoya Land Company (“JTLC”) lease, and began exploratory drilling. In 1975, the JTLC lease was acquired from Devilliers by Bokum Resources Corporation, which subsequently acquired the Exxon mineral leases also. In 1976, Bokum entered into a uranium purchase agreement with Long Island Lighting Company, a New York-based utility. However, with the decrease in the uranium market beginning in 1980, the property was returned to the mineral lease holders. In 2006-07, Neutron Energy Inc. acquired the mineral leases. In 2012, Neutron was acquired by Uranium Resources Inc (now Westwater Resources Inc) and in September 2020, enCore Energy announced the purchase of Westwater Resources’ US uranium assets, including the mineral leases to the Juan Tafoya properties. The purchase was completed on December 31, 2020. enCore has yet to explore on the property.

With the exception of an exploratory drilling permit received by Neutron Energy from the State of New Mexico, and currently held by the Company, no other permits have been obtained for the Project. No mining or mineral processing has been completed on the property. A variety of Federal and State permits will be required prior to any mine and/or mineral processing developments.

The host for known uranium mineralization at the Project, present as coffinite and uraninite, is sandstone deposits within the Westwater Canyon member of the Upper Jurassic Morrison Formation. The Westwater consists of a fluvial sedimentary sequence deposited during a period of wet subtropical climate as the San Juan Basin subsided and filled with synorogenic deposits during a pre-Laramide orogenic event. The major source of the sandstones was from uplifted highlands to the south and southwest; sediments were laid down by coalescing alluvial fans and associated braided streams. The Westwater deposits dip gently 1-3° to the west. Mineralization at the project varies from 1,800 to 2,500 feet deep.

The Westwater sands hosting the uranium mineralization consist of a series of fluvial stacked, quartz-rich arkosic sandstones separated by clay and mudstone beds. The Westwater is 250-325 feet thick at the Project, consisting of four main sand units. The mineralization was formed by the down-gradient movement of groundwater solutions flowing through the arkosic-rich sediments and inter-formational and overlying tuffaceous (volcanic) materials. The uranium was precipitated where the action of pyrite-rich sediments and carbonaceous materials (humates) developed a reducing environment (oxidation-reduction contact). The mineralization is contained within mostly primary (trend-type) mineralized bodies previously deposited synorogentically. These trend-type deposits are similar in nature to those discovered and extensively mined in the Ambrosia Lake Uranium District 20 miles to the west. A lesser amount of the mineralization is possibly post-faulting or redistributed mineralization; perhaps amenable to in-situ recovery methods.

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.

Nose Rock, New Mexico. The Nose Rock project is located in McKinley County New Mexico, USA on the northern edge of the Grants Uranium District, approximately 10 miles north-northeast of the Crownpoint and Hosta Butte Uranium Project. The Nose Rock property consists of 42 owned unpatented lode mining claims comprising over 800 acres.

West Largo, New Mexico. The West Largo project consist of approximately 3,840 acres (i.e., six square miles) in McKinley County, New Mexico, along the north-central edge of the Grants Uranium District, approximately 25 miles north of Grants. The majority of the property is held through deeded mineral rights and also includes 75 unpatented lode claims. The property is located on six contiguous sections of land: 17, 19, 20, 21, 28 and 29, all within T15N, R10W. The West Largo Project is about 6 miles northwest of the westernmost deposits in the Ambrosia Lake District and about 5 miles east-northeast of the West Ranch area deposits. The project is accessed via New Mexico Highway 605 north from Grants, N.M., Highway 509 northwest from Ambrosia Lake and unimproved roads west from Highway 509. The West Largo Project was acquired by the Company with the Westwater Assets Acquisition on December 31, 2020. There are no current Mineral Reserves or Mineral Resources on the West Largo property.

Ambrosia Lake-Treeline, New Mexico. The Ambrosia Lake - Treeline Property consists of the Treeline Property owned by the Company and the Ambrosia Lake property that was acquired through the Westwater Assets Acquisition on December 31, 2020. The combined property consists of deeded mineral rights totaling 24,555 acres and a mining lease along with certain unpatented mining claims covering approximately 1,700 acres. The project is located approximately 115 miles west-northwest of Albuquerque, in McKinley and Cibola Counties, Grants Uranium District, New Mexico. The project is situated within the boundaries of the Ambrosia Lake mining district, which is the largest uranium mining area (in terms of pounds of U3O8 production) in the United States. There are no current Mineral Reserves or Mineral Resources on the Ambrosia Lake - Treeline property.

enCore Energy Corp.
Management’s Discussion and Analysis
For the nine months ended September 30, 2022 and 2021

Checkerboard Mineral Rights, New Mexico. The land position covers approximately 300,000 acres of deeded ‘checkerboard’ mineral rights, also known as the Frisco and Santa Fe railroad grants. They are located within a large area of about 75 miles long by 25 miles wide along trend of the Grants Uranium District. The portion known as the Frisco railroad grants are owned by the Company, and the portion known as the Santa Fe railroad grants were acquired from Westwater on December 31, 2020. The properties are located primarily in McKinley County in northwestern New Mexico. The properties are approximately 125 miles northwest of Albuquerque, and as close as 4 miles from the town of Crownpoint. There are no current uranium resources or reserves on the McKinley Properties.

ARIZONA

Moonshine Springs, Arizona. The Moonshine Springs project is located in Mohave County, Arizona, USA. The project comprises approximately 1000 acres, including 23 owned unpatented lode mining claims along with 7 unpatented lode mining claims and 320 acres of fee land held under lease.

enCore holds the following additional properties and projects located in Arizona, Wyoming, Utah, and Colorado:

Metamin Properties, Arizona, Utah and Wyoming. During the year ended December 31, 2018, the Company entered into an agreement with Metamin Enterprises Inc., a private British Columbia company, to acquire its wholly owned subsidiary, Metamin Enterprises US Inc. (“MEUS”), which includes 13,605 acres of prospective uranium mining properties located in the States of Arizona, Utah and Wyoming, USA, along with drill core, geophysical data, drilling data and equipment related to the properties. MEUS owns or controls three Arizona State mineral leases and 467 unpatented federal lode mining claims covering more than 10,000 acres in the northern Arizona strip district. In Utah and Wyoming, MEUS owns unpatented claims, state leases and private leases covering 4.4 square miles including several former producing mines with historic resources remaining.

Tigris Uranium US Corp. Properties. The Company, through its subsidiary Tigris Uranium US Corp. controls approximately 1,500 and 1,300 mineral acres in Wyoming and Utah, respectively. These mineral holdings consist mostly of unpatented mining claims along with a few Wyoming state leases.

JB Project, Colorado and Utah. The Company, through its subsidiary Azarga, holds the JB Project in Colorado and Utah. Azarga acquired the property through its acquisition of URZ Energy Corp. in July 2018.

Ticaboo Project, Utah. The Company, through its subsidiary Ucolo Exploration Corp. , holds the Ticaboo project in Garfield County, Utah.

VANE Dataset and ROFR, Arizona and Utah. During the year ended December 31, 2018, the Company entered into an agreement with VANE granting the Company exclusive access to certain VANE uranium exploration data and information as well as a first right of refusal (“ROFR”) covering seven of VANE’s current uranium projects in Arizona and Utah. In exchange, the Company issued 3,000,000 common shares of the Company and granted VANE certain back-in rights for any projects developed from the use of the data. The primary term of the agreement is five years and may be renewed by the Company by written notice for three successive renewal periods of three years each (a total of 14 years).

COLORADO

Centennial Project, Colorado

The Centennial Project is located in western Weld County in northeastern Colorado, specifically located in Townships 8, 9 and 10 North; Range 67 West; 6th Principal Meridian. The project is situated within the Cheyenne Basin where uranium was discovered in 1969. RME, a subsidiary of Union Pacific Railroad Corporation, began uranium exploration on its Union Pacific Railroad mineral rights within Weld County, Colorado in 1974 and continued through 1984. In 2006, Powertech Uranium Corp. and its wholly owned subsidiary, Powertech (USA), Inc. acquired uranium rights over this area from Anadarko Petroleum Corp (“Anadarko”), the successor to Union Pacific in ownership of the mineral rights. As part of this acquisition, Powertech Uranium Corp. and/or its subsidiaries (collectively, “Powertech”) has obtained all available historic data from over 3,500 exploratory drill holes, that were completed by RME and other companies in the project area during this time.

Geologically the uranium mineralization within the Centennial Project occurs as epigenetically deposited solution fronts called “roll fronts” within shallow dipping marginal marine sands of the Fox Hills Sandstone of Cretaceous age. The roll fronts consist of several stacked horizons of continuous mineralization occurring at the oxidation/reductions “(redox”) boundary of downward migrating oxidizing solutions which entered the Fox Hills at the outcrop. The configuration of these roll front deposits is typical of shallow, sedimentary uranium deposits that occur within the western United States and are characterized as “C” shaped rolls, convex down gradient, with the highest grade mineralization occurring immediately on the reduced side of the redox boundary.

enCore Energy Corp.
Management’s Discussion and Analysis
For the nine months ended September 30, 2022 and 2021

Powertech (USA) Inc. (“Powertech”), a wholly-owned subsidiary of enCore Energy Corp., engaged W. Cary Voss, C.P.G., to write an updated National Instrument (NI) 43-101 compliant report, effective on February 25, 2010, on its Centennial Project in order to categorize its resource base under current standards of review. The author, a geologist with an abundance of uranium exploration and mining experience, has first-hand field and data review experience on these and adjacent properties. Mr. Voss is a former employee of Rocky Mountain Energy Company (“RME”), has over 35 years’ experience as a geologist and was familiar with the Centennial Project during its initial exploration and development phases. Mr. Voss was also instrumental in the development and use of the RME project exploration and resource calculation techniques used on this and other RME uranium properties. The results of the updated technical report are as follows.

Centennial Project,

Project	Million Tons		Grade eU O %		*U O (M lbs.)**
Indicated mineral resource		6.87		0.090		10.37
Inferred mineral resource		1.36		0.090		2.33

Powertech received approval from the Colorado Division of Reclamation, Mining and Safety (“DRMS”) in 2008, through the filing of a Notice of Intent to conduct Prospecting Operations (“NOI”), for the completion of selected rotary drill holes, core holes and water wells. Since the issuance of the NOI,16 water wells and 2 core holes had been completed on the project. These wells were developed for the purpose of conducting a pumping test to investigate aquifer characteristics and the quality of groundwater in the vicinity of Powertech’s initial proposed well field. To date, this report, the pumping test has not yet been conducted. 454 feet of core was collected from the two core holes and selected intervals of two water wells. Laboratory analyses were performed on this core to examine the nature of the uranium mineralization, as well as the physical characteristics of the host sandstones and confining units in the subsurface. A total of 8,677 feet of drilling was completed at the project site.

USE OF PROCEEDS FROM PREVIOUS FINANCING

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. The following table outlines the proposed use of proceeds from the offering as proposed on the closing date and as of September 30, 2022:

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.

	Proposed use of net proceeds		Through 31-Dec-22		Through 30-Sep-22		Through 30-Jun-22
Crownpoint Hosta Butte Uranium Project		1,100,000		-		45,495		45,095
Marquez-Juan Tafoya Uranium Project		1,750,000		-		322,806		201,251
Dewey-Burdock Project		1,500,000		-		589,887		242,114
Gas Hills Project		1,150,000		-		251,315		73,859
Upper Spring Creek		700,000		-		2,921,550		2,325,398
Rosita Plant		4,250,000		-		1,189,114		397,029
Rosita Satellite Projects		1,900,000		-		3,468,040		2,755,978
Kingsville Dome		4,850,000		-		422,769		146,580
Contingency		1,984,500		-		549,952		482,341
Working Capital		9,165,498		-		10,758,978		5,463,987
Total:	$	28,349,998		-	$	20,519,906	$	12,133,632

Notes:

(1)

The above table is not presented according to accounting standards.

(2)

Gross proceeds from the Offering were $29,999,998. Cash commissions and other financing related expenses were $1,612,500.

(3)

The Company planned 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.

enCore Energy Corp.
Management’s Discussion and Analysis
For the nine months ended September 30, 2022 and 2021

SELECTED ANNUAL INFORMATION

Year ended December 31, 2021

The following is a summary of selected information of the Company for the years ended December 31, 2021, 2020 and 2019:

	2021			2020			2019
Total revenues		-			-			-
Loss		(10,734,316	)		(2,216,861	)		(1,372,678	)
Earnings (loss) per share (basic and diluted)		(0.05	)		(0.01	)		(0.01	)
Total assets		202,085,659			23,442,963			8,287,129
Deferred exploration and evaluation expenditures in the year		2,954,815			309,949			307,916
Dividends declared		-			-			-

During the year ended December 31, 2021, the Company recorded stock option expense of $1,787,046 (2020 - 1,079,962) and staff costs of $1,983,446 (2020 - 538,838).

QUARTERLY INFORMATION

Quarter ended September 30, 2022

The following selected financial data is prepared in accordance with IFRS for the last eight quarters ending with the most recently completed quarter:

	September 30,			June 30,			March 31,			December 31,
	2022			2022			2022			2021
Operating expenses, excluding stock option expense	$	(3,953,768	)	$	(3,069,561	)	$	(3,531,130	)	$	(2,917,242	)
Stock option expense		(2,053,837	)		(2,377,371	)		(1,555,127	)		(368,552	)
Interest income		133,310			80,518			7,198			3,659
Miscellaneous income		2,312
Foreign exchange gain		38,672			334			(16,183	)		(1,071	)
(loss) Loss on contract termination		-			-			-			(6,050	)
Gain on change in ARO estimate		-			-			-			2,155,949
Gain on sale of physical uranium		395			186			44,317			1,153
Gain (loss) on investment in uranium		-			-			-			(109,198	)
Gain (loss) on marketable securities		(113,083	)		1,243,908			-			-
Gain (loss) on divestment of mineral interest rights		226			2,009,658			61,385			(198	)
Gain (loss) from investment in associate		(577,186	)		(84,156	)		(102,274	)		(363,438	)
Loss	$	(6,522,959	)	$	(2,196,484	)	$	(5,091,814	)	$	(3,760,937	)
Basic and diluted earnings (loss) per share¹	$	0.05		$	0.03		$	(0.08	)	$	(0.06	)

	September 30, 2021			June 30, 2021			March 31, 2021			December 31, 2020
Operating expenses, excluding stock option expense	$	(2,362,271	)	$	(1,909,744	)	$	(2,573,564	)	$	(557,798	)
Stock option expense		(408,617	)		(490,210	)		(519,667	)		(672,723	)
Interest income		3,762			9,378			9,508			7,263
Foreign exchange gain (loss)		2,580			27,956			4,709			65,762
Loss on contract termination		(3,441,075	)		-			-			-
Gain (loss) on extinguishment of accounts payable		-			(730	)		(730	)		(730	)
Gain on sale of physical uranium		655,755			-			-			-
Gain (loss) on investment in uranium		1,366,299			690,838			-			-
Gain (loss) on divestment of mineral interest rights		(387	)		21,965			(134,088	)		-
Gain (loss) from investment in associate		(18,608	)		(44,971	)		(18,897	)		(14,657	)
Loss	$	(4,202,542	)	$	(1,694,788	)	$	(3,231,999	)	$	(1,172,884	)
Basic and diluted loss per share¹	$	(0.05	)	$	(0.03	)	$	(0.06	)	$	(0.03	)

Basic and diluted loss per share has been adjusted to reflect the share consolidation that occurred on September 14, 2022.

enCore Energy Corp.
Management’s Discussion and Analysis
For the nine months ended September 30, 2022 and 2021

RESULTS OF OPERATIONS

Three months ended September 30, 2022

The consolidated net loss for the three months ended September 30, 2022 was $5,945,773 compared to $4,202,542 for the three months ended September 30, 2021. The significant changes between the current period and the comparative period are discussed below:

●

The Company recognized an unrealized loss on marketable securities of ($113,083) for the three months ended September 30, 2022 compared to an unrealized gain of $nil for the three months ended September 30, 2021. This change reflects the Company’s investment in America Future Fuels Corp.

●

The Company recognized a loss of ($577,186) as a result of the write-off of the Company’s investment in Group 11 Technologies Inc. in the three months ended September 30, 2022 compared to an unrealized loss on investment of $84,156 for the three months ended September 30, 2021.

●

Stock option expense was $2,053,837 for the three months ended September 30, 2022 compared to $408,617 for the three months ended September 30, 2021. Significant stock option grants over the last 12 months have caused an expected increase in stock option expense.

●

Staff costs were $1,435,505 for the three months ended September 30, 2022 compared to $538,802 for the three months ended September 30, 2021. The increase in staff costs relates to the addition of key executive and administrative positions as well as the addition of board stipends in 2022.

●

In the three months ended September 30, 2021, the company recognized a contract termination fee of $3,441,075. No comparable fee was recognized in the three months ended September 30, 2022.

LIQUIDITY AND CAPITAL RESOURCES

As at September 30, 2022, the Company had cash and cash equivalents of $17,376,460 (2021 - $11,649,157) and working capital of $26,794,274 (2021 - $7,141,013). The Company has no significant source of operating cash flows and operations to date have been funded primarily from the issue of share capital. Management estimates that it has adequate working capital to fund its planned activities for the next year. However, the Company’s long-term continued operations are dependent on its abilities to monetize assets, raise additional funding from loans or equity financings, or through other arrangements. There is no assurance that future financing activities will be successful.

In March 2022, 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.

From January 1 through September 30, 2022, the Company issued:

●

1,190,176 shares for warrants exercised for gross proceeds of $1,076,994

●

785,416 shares for stock options exercised for gross proceeds of $1,107,229

●

193,348 shares for compensation to a vendor for services rendered, valued at $795,119

enCore Energy Corp.
Management’s Discussion and Analysis
For the nine months ended September 30, 2022 and 2021

TRANSACTIONS WITH RELATED PARTIES

Key management personnel and compensation

The amounts paid to key management or entities providing similar services are as follows:

	Nine months ended September 30,
	2022		2021
Consulting¹	$	88,789	$	-
Data acquisition²		71,756		-
Director’s Fees³		106,151		-
Office and administration		-		16,800
Staff costs		1,193,740		788,399
Stock option expense		4,901,441		812,267
Total key management compensation	$	6,361,877	$	1,617,466

During the nine months ended September 30, 2022, the Company incurred communications & community engagement consulting fees of $88,789 according to a contract with Tintina Holdings, Ltd., a company owned and operated by the spouse of the Company’s executive chairman.

In June of 2022, the Company acquired access to the Getty database pursuant to a purchase agreement with Platoro West Inc., a company owned and operated by the Company’s executive chairman.

Director’s Fees are included in staff costs on the comprehensive statement of income (loss) and other comprehensive income (loss).

During the nine months ended September 30, 2022, the Company granted 2,566,667 options to related parties (2021 – 150,000).

Related party liabilities

		As at
		September 30, 2022		December 31, 2021
Tintina Holdings, Ltd	Consulting services	$	37,388	$	8,739
Officers and board members	Expense reimbursements		14,837		-
		$	52,225	$	8,739

FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT

Please refer to the September 30, 2022 unaudited condensed consolidated financial statements on www.sedar.com.

OFF BALANCE SHEET ARRANGEMENTS

At September 30, 2022 the Company had no material off-balance sheet arrangements such as guarantee contracts, contingent interest in assets transferred to an entity, derivative instruments obligations or any obligations that trigger financing, liquidity, market or credit risk to the Company.

ACCOUNTING POLICIES AND CRITICAL ACCOUNTING ESTIMATES

The Company has prepared its unaudited condensed consolidated financial statements in accordance with IFRS. Note 2 to the audited consolidated financial statements for the year ended December 31, 2021 provides details of significant accounting policies and accounting policy decisions for significant or potentially significant areas that have had an impact on the Company’s financial statements or may have an impact in future periods. Changes resulting from the current year adoption of new accounting standards are described in Note 2 of the Company’s Consolidated financial statements for the year ended December 31, 2021.

The preparation of consolidated financial statements in conformity with IFRS requires management to use estimates and assumptions that affect the reported amounts of assets and liabilities, as well as revenues and expenses. There have been no changes to the Company’s approach to critical accounting estimates since December 31, 2021, and readers are encouraged to refer to the critical accounting policies and estimates as described in the Company’s audited consolidated financial statements for the years ended December 31, 2021.

enCore Energy Corp.
Management’s Discussion and Analysis
For the nine months ended September 30, 2022 and 2021

DISCLOSURE CONTROLS AND PROCEDURES

In connection with National Instrument 52-109 (Certificate of Disclosure in Issuer’s Annual and Interim Filings) (“NI 52-109”), the Chief Executive Officer and Chief Financial Officer of the Company have filed a Venture Issuer Basic Certificate with respect to the financial information contained in the condensed consolidated interim financial statements for the period ended September 30, 2022 and this accompanying MD&A (together, the “Filings”).

In contrast to the full certificate under NI 52-109, the Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures and internal control over financial reporting, as defined in NI 52-109. For further information the reader should refer to the Venture Issuer Basic Certificates filed by the Company on SEDAR at www.sedar.com.

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL STATEMENTS

The information provided in this report, including the financial statements, is the responsibility of management. In the preparation of these statements, estimates are sometimes necessary to make a determination of future values for certain assets or liabilities. Management believes such estimates have been based on careful judgments and have been properly reflected in the financial statements.

OTHER MD&A REQUIREMENTS

Additional disclosure of the Company’s technical reports, material change reports, news releases and other information can be obtained on SEDAR at www.sedar.com.

CONTINGENCIES

There are no contingent liabilities that have not been disclosed herein.

PROPOSED TRANSACTIONS

There are no proposed transactions at this time.

RISK FACTORS AND UNCERTAINTIES

Prior to making an investment decision, investors should consider the investment risks set out below and those described elsewhere in this document, which are in addition to the usual risks associated with an investment in a business at an early stage of development. The directors of the Company consider the risks set out below to be the most significant to potential investors in the Company but are not all of the risks associated with an investment in securities of the Company. If any of these risks materialize into actual events or circumstances or other possible additional risks and uncertainties of which the Directors are currently unaware, or which they consider not to be material in relation to the Company’s business, actually occur, the Company’s assets, liabilities, financial condition, results of operations (including future results of operations), business and business prospects, are likely to be materially and adversely affected. In such circumstances, the price of the Company’s securities could decline, and investors may lose all or part of their investment.

Availability of financing

There is no assurance that additional funding will be available to the Company for additional exploration or for the substantial capital that is typically required in order to bring a mineral project to the production decision or to place a property into commercial production. There can be no assurance that enCore will be able to obtain adequate financing in the future or that the terms of such financing will be favorable. Failure to obtain such additional financing could result in the delay or indefinite postponement of further exploration and development of its properties.

Title matters

While the Company has performed its diligence with respect to title of its properties, this should not be construed as a guarantee of title. The properties may be subject to prior unregistered agreements of transfer or other adverse land claims, and title may be affected by undetected defects.

Management

The Company is dependent on a relatively small number of key personnel, the loss of any of whom could have an adverse effect on the Company.

enCore Energy Corp.
Management’s Discussion and Analysis
For the nine months ended September 30, 2022 and 2021

Economics of developing mineral properties

Mineral exploration and development include a high degree of risk and few properties which are explored are ultimately developed into producing mines.

With respect to the Company’s properties, should any mineral resource exist, substantial expenditures will be required to confirm that mineral reserves which are sufficient to commercially mine exist on its current properties, and to obtain the required environmental approvals and permits required to commence commercial operations. Should any resource be defined on such properties, there can be no assurance that the mineral resources on such properties can be commercially mined or that the metallurgical processing will produce economically viable, merchantable products. The decision as to whether a property contains a commercial mineral deposit and should be brought into production will depend upon the results of exploration programs and/or feasibility studies, and the recommendations of duly qualified engineers and/or geologists, all of which involves significant expense. This decision will involve consideration and evaluation of several significant factors including, but not limited to: (i) costs of bringing a property into production, including exploration and development work, preparation of production feasibility studies and construction of production facilities; (ii) availability and costs of financing; (iii) ongoing costs of production; (iv) market prices for the minerals to be produced; (v) environmental compliance regulations and restraints (including potential environmental liabilities associated with historical exploration activities); and (vi) political climate and/ or governmental regulation and control.

The ability of the Company to sell and profit from the sale of any eventual mineral production from any of the Company’s properties will be subject to the prevailing conditions in the global mineral’s marketplace at the time of sale. The global minerals marketplace is subject to global economic activity and changing attitudes of consumers and other end-users’ demand for mineral products. Many of these factors are beyond the control of the Company and therefore represent a market risk which could impact the long-term viability of the Company and its operations.

Foreign Exchange Risk

A portion of the Company’s financial assets and liabilities are denominated in US dollars. The Company monitors this exposure but has no hedge positions. The Company is exposed to foreign currency risk on fluctuations related to cash, accounts payable and accrued liabilities, and due to related parties, that are denominated in US dollars. September 30, 2022, a 10% change in the value to the US dollar as compared to the Canadian dollar would affect net loss and shareholders’ equity by approximately $379,930.

Credit Risk

Interest Rate Risk

Interest rate risk mainly arises from the Company’s cash, which receive interest based on market interest rates. Fluctuations in interest cash flows due to changes in market interest rates are not significant.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its current obligations as they become due. The majority of the Company’s accounts payable and accrued liabilities and amounts due to related parties are payable in less than 90 days. The Company prepares annual exploration and administrative budgets and monitors expenditures to manage short-term liquidity. Due to the nature of the Company’s activities, funding for long-term liquidity needs is dependent on the Company’s ability to obtain additional financing through various means, including equity financing. There can be no assurance that the Company will be able to obtain adequate financing in the future or that the terms of such financing will be favorable.

Stage of Development

The Company’s properties are in the exploration stage and the Company does not have an operating history. Exploration and development of mineral resources involve a high degree of risk and few properties which are explored are ultimately developed into producing properties. The amounts attributed to the Company’s interest in its properties as reflected in its financial statements represent acquisition and exploration expenses and should not be taken to represent realizable value. There is no assurance that the Company’s exploration and development activities will result in any discoveries of commercial bodies of ore. The long-term profitability of the Company’s operations will be in part directly related to the cost and success of its exploration programs, which may be affected by a number of factors such as unusual or unexpected geological formations, and other conditions.

enCore Energy Corp.
Management’s Discussion and Analysis
For the nine months ended September 30, 2022 and 2021

Profitability of Operations

The Company is not currently operating profitably, and it should be anticipated that it will operate at a loss at least until such time as production is achieved from one of the Company’s properties, if production is, in fact, ever achieved. The Company has never earned a profit. Investors also cannot expect to receive any dividends on their investment in the foreseeable future.

Uranium and Other Mineral Industries Competition is Significant

The international uranium and other mineral industries are highly competitive. The Company will be competing against competitors that may be larger and better capitalized, have state support, have access to more efficient technology, and have access to reserves of uranium and other minerals that are cheaper to extract and process. As such, no assurance can be given that the Company will be able to compete successfully with its industry competitors.

Fluctuations in Metal Prices

Although the Company does not hold any known mineral reserves of any kind, its future revenues, if any, are expected to be in large part derived from the future mining and sale of uranium and other metals or interests related thereto. The prices of these commodities have fluctuated widely, particularly in recent years, and are affected by numerous factors beyond the Company’s control, including international economic and political conditions, expectations of inflation, international currency exchange rates, interest rates, global or regional consumption patterns, speculative activities, levels of supply and demand, increased production due to new mine developments and improved mining and production methods, availability and costs of metal substitutes, metal stock levels maintained by producers and others and inventory carrying costs. The effect of these factors on the prices of uranium and other metals, and therefore the economic viability of the Company’s operations, cannot be accurately predicted. Depending on the price obtained for any minerals produced, the Company may determine that it is impractical to commence or continue commercial production.

The Company’s Operations are Subject to Operational Risks and Hazards Inherent in the Mining Industry

The Company’s business is subject to a number of inherent risks and hazards, including environmental pollution; accidents; industrial and transportation accidents, which may involve hazardous materials; labor disputes; power disruptions; catastrophic accidents; failure of plant and equipment to function correctly; the inability to obtain suitable or adequate equipment; fires; blockades or other acts of social activism; changes in the regulatory environment; impact of non-compliance with laws and regulations; natural phenomena, such as inclement weather conditions, underground floods, earthquakes, pit wall failures, ground movements, tailings, pipeline and dam failures and cave-ins; and encountering unusual or unexpected geological conditions and technical failure of mining methods.

There is no assurance that the foregoing risks and hazards will not result in damage to, or destruction of, the Company’s uranium and other mineral properties, personal injury or death, environmental damage, delays in the Company’s exploration or development activities, costs, monetary losses and potential legal liability and adverse governmental action, all of which could have a material and adverse effect on the Company’s future cash flows, earnings, results of operations and financial condition.

Mineral Reserve and Resource Estimates are Only Estimates and May Not Reflect the Actual Deposits

Reserve and resource figures included for uranium and other minerals are estimates only and no assurances can be given that the estimated levels of uranium and other minerals will actually be produced or that the Company will receive the uranium and other metal prices assumed in determining its reserves. Such estimates are expressions of judgment based on knowledge, mining experience, analysis of drilling and exploration results and industry practices. Estimates made at any given time may significantly change when new information becomes available or when parameters that were used for such estimates change. While the Company believes that the reserve and resource estimates included are well established and reflect management’s best estimates, by their nature reserve and resource estimates are imprecise and depend, to a certain extent, upon statistical inferences which may ultimately prove unreliable. Furthermore, market price fluctuations in uranium and other metals, as well as increased capital or production costs or reduced recovery rates, may render ore reserves containing lower grades of mineralization uneconomic and may ultimately result in a restatement of reserves. The extent to which resources may ultimately be reclassified as proven or probable reserves is dependent upon the demonstration of their profitable recovery. The evaluation of reserves or resources is always influenced by economic and technological factors, which may change over time.

enCore Energy Corp.
Management’s Discussion and Analysis
For the nine months ended September 30, 2022 and 2021

Exploration, Development and Operating Risk

The exploration for and development of uranium and other mineral properties involves significant risks which even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of an ore body may result in substantial rewards, few properties which are explored are ultimately developed into producing mines. Major expenses may be required to locate and establish mineral reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices, which are highly cyclical, drilling and other related costs which appear to be rising; and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company not receiving an adequate return on invested capital.

Environmental Risks and Hazards

All phases of the Company’s operations are subject to environmental regulation in the jurisdictions in which it operates. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the general, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Company’s operations. Environmental hazards may exist on the properties which are unknown to the Company at present and which have been caused by previous or existing owners or operators of the properties. Reclamation costs are uncertain and planned expenditures estimated by management may differ from the actual expenditures required.

Government Regulation

The Company’s mineral exploration and planned development activities are subject to various laws governing prospecting, mining, development, production, taxes, labor standards and occupational health, mine safety, toxic substances, land use, water use, land claims of local people and other matters. Although the Company believes its exploration and development activities are currently carried out in accordance with all applicable rules and regulations, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail production or development. Many of the mineral rights and interests of the Company are subject to government approvals, licenses and permits. Such approvals, licenses and permits are, as a practical matter, subject to the discretion of applicable governments or governmental officials. No assurance can be given that the Company will be successful in maintaining any or all of the various approvals, licenses and permits in full force and effect without modification or revocation. To the extent such approvals are required and not obtained, the Company may be curtailed or prohibited from continuing or proceeding with planned exploration or development of mineral properties. Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Parties engaged in mining operations or in the exploration or development of mineral properties may be required to compensate those suffering loss or damage by reason of the Amendments to current laws and regulation governing operations or more stringent implementation thereof could have a substantial impact on the Company and cause increases in exploration expenses, capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or delays in development of new mining properties.

The Company has No History of Mineral Production or Mining Operations

The Company has never had uranium and other mineral producing properties. There is no assurance that commercial quantities of uranium and other minerals will be discovered at the properties or other future properties nor is there any assurance that the Company’s exploration program thereon will yield positive results. Even if commercial quantities of uranium and other minerals are discovered, there can be no assurance that any property of the Company will ever be brought to a stage where uranium and other mineral resources can profitably be produced therefrom. Factors which may limit the ability of the Company to produce uranium and other mineral resources from its properties include, but are not limited to, the spot prices of metals, availability of additional capital and financing and the nature of any mineral deposits. The Company does not have a history of mining operations and there is no assurance that it will produce revenue, operate profitably or provide a return on investment in the future.

Future Sales of Common Shares by Existing Shareholders

Sales of a large number of Common Shares in the public markets, or the potential for such sales, could decrease the trading price of the Common Shares and could impair the Company’s ability to raise capital through future sales of Common Shares. Substantially all of the Common Shares can be resold without material restriction in Canada.

enCore Energy Corp.
Management’s Discussion and Analysis
For the nine months ended September 30, 2022 and 2021

The Company could be deemed a passive foreign investment company which could have negative consequences for U.S. investors.

Depending upon the composition of the Company’s gross income or its assets, the Company could be classified as a passive foreign investment company (“PFIC”) under the United States tax code. If the Company is declared a PFIC, then owners of the common shares who are U.S. taxpayers generally will be required to treat any “excess distribution” received on their common shares, or any gain realized upon a disposition of common shares, as ordinary income and to pay an interest charge on a portion of such distribution or gain, unless the taxpayer makes a qualified electing fund (“QEF”) election or a mark-to-market election with respect to the common shares. A U.S. taxpayer who makes a QEF election generally must report on a current basis its share of the Company’s net capital gain and ordinary earnings for any year in which the Company is classified as a PFIC, whether or not the Company distributes any amounts to its shareholders. U.S. investors should consult with their tax advisors for advice as to the U.S. tax consequences of an investment in the common shares.

The Russian invasion of Ukraine is recent and the implications on the global economy, energy supplies, and the uranium and nuclear fuel market are uncertain but may prove to negatively impact our operations.

The short and long-term implications of Russia’s invasion of Ukraine are difficult to predict currently. In addition to the possible adverse effects on the global economy, the war may result in impacts felt more directly by the nuclear fuel industries and uranium producers specifically. While the imposition of sanctions and counter sanctions may have an adverse effect on energy and economic markets generally, the vast reliance by the U.S. and other nations on uranium exported from Russia and Russian-controlled or influenced sources, including Kazakhstan and Uzbekistan, could result in an even greater impact related to global supply and pricing. While in the short-term such a reordering of global supply could result in higher uranium prices, the long-term impact on the global demand for uranium is uncertain and may be negative. To the extent the war in Ukraine may adversely affect our business as discussed above, it may also have the effect of heightening many of the other risks described in this section, such as those relating to cyber-security, supply chain, inflationary and other volatility in prices of goods and materials, and the condition of the markets including as related to our ability to access additional capital, any of which could negatively affect our business. Because of the highly uncertain and dynamic nature of these events, it is not currently possible to estimate the impact of the Russian – Ukraine war on our business.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this MD&A, and certain documents incorporated by reference herein, contain “forward-looking statements” within the meaning of applicable securities legislation In certain cases, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking statements involve known and unknown risks, uncertainties 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 or implied by the forward-looking statements. The Company believes the expectations reflected in those forward -looking statements are reasonable, but there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

In particular, this MD&A includes forward-looking statements pertaining to the following, among others:

●

business strategy, strength and focus;

●

proposed future expenditures;

●

the satisfaction of certain conditions in respect of certain properties in which the Company may obtain an interest;

●

the granting of regulatory approvals;

●

the timing and receipt of regulatory approvals;

●

the resource potential of the Company’s properties;

●

the estimated quantity and quality of mineral resources;

●

projections of market prices, costs and the related sensitivity of distributions;

●

expectations regarding the ability to raise capital and to continually add to resources through acquisitions and development;

●

treatment under governmental regulatory regimes and tax laws, and capital expenditure programs;

●

expectations with respect to the Company’s future working capital position; and

●

capital expenditure programs.

enCore Energy Corp.
Management’s Discussion and Analysis
For the nine months ended September 30, 2022 and 2021

With respect to forward-looking statements contained in this MD&A, assumptions have been made regarding, among other things:

●

the future price of commodities;

●

geological estimates in respect of mineral resources;

●

future development plans for the Company’s properties unfolding as currently envisioned;

●

future capital expenditures to be made by the Company;

●

future sources of funding for the Company’s capital program;

●

the Company’s future debt levels;

●

the ability of the Company to make payments required to maintain its existing and future exploration licenses and option agreements in good standing;

●

the timing, amount and cost of estimated future production;

●

costs and timing of the development of new deposits;

●

the regulatory framework governing royalties, taxes and environmental matters in Nevada and any other jurisdictions in which the Company may conduct its business in the future;

●

the impact of any changes in the applicable laws;

●

the ability of the Company to obtain exploration licenses, access rights, approvals, permits and licenses, and the timing of receipt of such items;

●

the Company’s ability to obtain qualified staff and equipment in a timely and cost-efficient manner;

●

the impact of increasing competition on the Company;

●

the intentions of the Company’s board of directors will respect to executive compensation plans and corporate governance programs; and

●

future exchange rates will be consistent with the Company’s expectations.

Actual results could differ materially from those anticipated in these forward-looking statements as a result of the risk factors below and elsewhere in this MD&A:

●

the speculative nature of exploration, appraisal and development of mineral properties;

●

there are no known mineral resources or commercial quantities of mineral reserves on the Company’s properties;

●

uncertainties in access to future funding for exploration and development of the Company’s properties;

●

changes in the cost of operations, including costs of extracting and delivering minerals to market, that affect potential profitability of the Company;

●

operating hazards and risks inherent in mineral exploration and mining;

●

volatility in global equities, commodities, foreign exchange, market price of precious and base metals and a lack of market liquidity;

●

unexpected costs or liabilities for environmental matters, including those related to climate change;

●

changes to laws or regulations, or more stringent enforcement of current laws or regulations;

●

ability of the Company to obtain and maintain required exploration licenses, access rights, approvals or permits;

●

unexpected defects in the Company’s rights or title to its properties, or claims by other parties over the Company’s properties;

●

competition for financial resources and technical facilities;

●

ability of the Company to retain the services of its directors or officers;

●

in case the Company disposes of its properties, it may not be able to acquire other mineral properties of merit;

●

unexpected and uninsurable risks may arise;

●

limitations on the transfer of cash or assets between the Company and its foreign subsidiaries, or among such subsidiaries, could restrict the Company’s ability to fund its operations efficiently;

●

changes in the political and related legal and economic environment in jurisdictions in which the Company operates; and

●

the other factors discussed under “Risk Factors” in this MD&A.

Readers are cautioned that the foregoing lists of factors are not exhaustive. The forward-looking statements in this MD&A are made as of the date of this MD&A or, in the case of documents incorporated by reference herein, as of the date of such documents. The Company does not intend, and does not assume any obligation, to update these forward-looking statements, except as required by applicable securities laws.

enCore Energy Corp.
Management’s Discussion and Analysis
For the nine months ended September 30, 2022 and 2021

OUTSTANDING SHARE DATA AS AT THE DATE OF THIS MD&A

Issued share capital: 108,410,226 common shares.

Outstanding stock options:

Expiry Date	Outstanding Options		Exercise Price ($)
November 29, 2022		2,500		4.320
December 31, 2022		62,500		0.600
December 31, 2022		96,250		1.920
December 31, 2022		63,125		1.840
December 31, 2022		78,625		1.398
December 31, 2022		112,994		2.400
February 7, 2023		25,000		1.920
February 7, 2023		15,625		1.840
February 7, 2023		20,312		1.398
February 7, 2023		25,390		2.400
May 15, 2023		125,000		0.180
August 22, 2023		135,625		1.920
January 8, 2024		35,833		0.370
March 27, 2024		16,667		0.400
March 31, 2024		95,833		4.710
May 23, 2024		121,875		1.840
June 3, 2024		1,072,917		0.450
October 19, 2024		66,667		5.760
May 19, 2025		166,562		1.398
May 21, 2025		955,000		0.615
September 1, 2025		50,000		1.050
September 10, 2025		475,000		1.349
October 5, 2025		25,000		1.200
November 25, 2025		33,333		1.245
December 7, 2025		13,333		1.440
January 28, 2026		53,333		2.820
February 26, 2026		145,000		3.240
May 13, 2026		208,202		2.400
May 26, 2026¹		145,000		4.320
July 7, 2026		53,333		3.780
December 1, 2026		33,333		5.400
December 3, 2026		31,667		5.190
January 10, 2027		16,667		5.010
February 14, 2027²		2,360,000		4.200
May 2, 2027		83,333		4.320
June 1, 2027		166,667		3.750
July 15, 2027		133,333		3.210
November 1, 2027		148,334		3.650
November 14, 2027		50,000		3.250
		7,519,170

enCore Energy Corp.
Management’s Discussion and Analysis
For the nine months ended September 30, 2022 and 2021

Outstanding share purchase warrants:

Expiry Date	Outstanding Warrants		Exercise Price
December 31, 2022		312,356		2.22
April 17, 2023		105,417		1.59
October 22, 2023¹		1,292,111		1.80
March 9, 2024		158,917		3.00
March 9, 2024²		2,271,896		3.90
March 25, 2024		351,307		4.59
March 25, 2024		3,267,974		6.00
		7,759,978

Power warrants exercisable into one share and one-half warrant. Each whole warrant is exercisable at $1.80 for 36 months. Power warrants exercisable into one share and one-half warrant. Each whole warrant is exercisable at $3.90 for 36 months.

Exhibit 99.165

FORM 52-109FV2

CERTIFICATION OF INTERIM FILINGS

VENTURE ISSUER BASIC CERTIFICATE

I, Carrie Mierkey, Chief Financial Officer of enCore Energy Corp., certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of enCore Energy Corp. (the “issuer”) for the interim period ended September 30, 2022.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: November 28, 2022

(signed) “Carrie Mierkey”
Carrie Mierkey
Chief Financial Officer

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of:

controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52- 109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

Exhibit 99.166

FORM 52-109FV2

CERTIFICATION OF INTERIM FILINGS

VENTURE ISSUER BASIC CERTIFICATE

I, W. Paul Goranson, Chief Executive Officer of enCore Energy Corp., certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of enCore Energy Corp. (the “issuer”) for the interim period ended September 30, 2022

Date: November 28, 2022

(signed) “W. Paul Goranson”
W. Paul Goranson
Chief Executive Officer

NOTE TO READER

ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

Exhibit 99.167

ENCORE CLOSES C$69.8 MILLION PRIVATE PLACEMENT FINANCING

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/

FUELING THE FUTURE IN THE UNITED STATES

TSX.V: EU
OTCQB: ENCUF

www.encoreuranium.com

CORPUS CHRISTI, Texas, Dec. 6, 2022 /CNW/ - enCore Energy Corp. (TSXV: EU) (OTCQB: ENCUF) (“enCore”) is pleased to announce the successful completion of its previously announced “bought deal” brokered private placement of an aggregate of 23,000,000 subscription receipts (the “Subscription Receipts”) of enCore at a price of C$3.00 per Subscription Receipt (the “Issue Price”) for aggregate gross proceeds to enCore of C$69 million (the “Offering”), including the full exercise of the Underwriters’ option. Concurrently, enCore completed a non-brokered private placement of 277,000 Subscription Receipts at the Issue Price for aggregate gross proceeds to enCore of C$831,000 (the “Concurrent Offering”, and collectively with the Offering, the “Private Placements”).

The Offering was completed pursuant to an underwriting agreement entered into among enCore, Canaccord Genuity Corp. (the “Lead Underwriter”), Haywood Securities Inc., Cantor Fitzgerald Canada Corporation, PI Financial Corp., Clarus Securities Inc., and Red Cloud Securities Inc. (together with the Lead Underwriter, the “Underwriters”). In consideration for their services, the Underwriters were paid a cash commission equal to 6% of the gross proceeds of the Offering (other than in respect of subscribers on the President’s List for which a 2% commission was paid), subject to 50% of the cash commission payable in respect of the Subscription Receipts being held in escrow pending the satisfaction of the Escrow Release Conditions (as defined below) and in accordance with the terms of the subscription receipt agreement entered into among enCore, Computershare Trust Company of Canada, as subscription receipt agent (the “Escrow Agent”), and the Lead Underwriter (the “Subscription Receipt Agreement”). Additionally, in consideration for their services, the Underwriters were issued an aggregate of 1,350,000 non-transferable broker warrants (the “Broker Warrants”) of enCore, with each Broker Warrant being exercisable into one common share (each, a “Broker Warrant Share”) of enCore at a price of C$3.25 per Broker Warrant Share from the date hereof until 27 months following the satisfaction of the Escrow Release Conditions. In connection with the Concurrent Offering, enCore paid an aggregate of $13,800 as finder’s fee commissions.

The net proceeds of the Private Placements will be used to fund the cash portion of the Consideration (as defined below) payable by enCore pursuant to the definitive agreement (the “Agreement”) to acquire the Alta Mesa In-Situ Recovery uranium project from Energy Fuels Inc. (the “Transaction”) for total consideration of US$120 million (the “Consideration”), and for working capital purposes. For further details relating to the Transaction, see the news release of enCore dated November 14, 2022.

Pursuant to the Subscription Receipt Agreement, the gross proceeds from the Private Placements (less 50% of the Underwriters’ cash commission and the Underwriters’ expenses) (the “Escrowed Funds”) will be held in escrow pending satisfaction of certain conditions, including, amongst others, (a) the satisfaction of each of the conditions precedent to the Transaction in accordance with the Agreement (other than the payment of the cash portion of the Consideration); and (b) the receipt of all required approvals in connection with the Transaction and the Offering, including, without limitation, conditional approval of the Exchange (collectively, the “Escrow Release Conditions”).

All securities issued under the Private Placements will be subject to a hold period expiring four months and one day from the date hereof. The Private Placements remain subject to final acceptance of the TSX Venture Exchange.

The Subscription Receipts were offered in each of the provinces of Canada on a private placement basis, to investors in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the “US Securities Act”), and in those jurisdictions outside of Canada and the United States which were agreed to by enCore and the Underwriters.

The securities have not been, and will not be, registered under the U.S Securities Act or any US state securities laws, and may not be offered or sold in the United States without registration under the US Securities Act and all applicable state securities laws or compliance with the requirements of an applicable exemption therefrom. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About enCore Energy Corp.

enCore Energy is the most diversified In-Situ Recovery uranium development company in the United States and recently announced it entered into a definitive agreement to acquire the Alta Mesa In-Situ Recovery uranium project (the “Transaction”). The Transaction will position enCore as a leading US- focused ISR uranium company with the proven management expertise required to advance multiple production opportunities within its portfolio. enCore is focused on becoming the next uranium producer from its licensed and past-producing South Texas Rosita Processing Plant by 2023. The South Dakota-based Dewey-Burdock project and the Wyoming Gas Hills project offer mid-term production opportunities, with significant New Mexico uranium resource endowments providing long- term opportunities. The enCore team is led by industry experts with extensive knowledge and experience in all aspects of ISR uranium operations and the nuclear fuel cycle. enCore is committed to engaging and working with local communities and indigenous governments to create positive impact from corporate developments.

www.encoreuranium.com

Cautionary Note Regarding Forward-Looking Statements: Certain information contained in this news release, including: any information relating to the Company being a leading uranium company; the ability of the Company to complete the acquisition of Alta Mesa and to realize the expected benefits of the acquisition; statements relating to the intended use of the net proceeds of the Offering and the completion of the Transaction and the Offering; statements relating to final acceptance of the Exchange; expectations regarding exploration potential; and any other statements regarding future expectations, beliefs, goals or prospects; constitute forward-looking information within the meaning of applicable securities legislation (collectively, “forward-looking statements”). All statements in this news release that are not statements of historical fact (including statements containing the words “expects”, “does not expect”, “plans”, “anticipates”, “does not anticipate”, “believes”, “intends”, “estimates”, “projects”, “potential”, “scheduled”, “forecast”, “budget” and similar expressions) should be considered forward-looking statements. All such forward-looking statements are subject to important risk factors and uncertainties, many of which are beyond the companies’ ability to control or predict. Forward-looking statements necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; future legislative and regulatory developments; inability to access additional capital; the ability of enCore to implement its business strategies; and other risks. A number of important factors could cause actual results or events to differ materially from those indicated or implied by such forward-looking statements, including without limitation factors relating to forward looking statements listed above which include risks as disclosed in the companies’ annual information form filings. Each of the above companies assumes no obligation to update the information in this communication, except as required by law. Additional information identifying risks and uncertainties is contained in filings by the above companies with the various securities commissions which are available online at www.sec.gov and www.sedar.com. Forward- looking statements are provided for the purpose of providing information about the current expectations, beliefs and plans of management. Such statements may not be appropriate for other purposes and readers should not place undue reliance on these forward-looking statements, that speak only as of the date hereof, as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

SOURCE enCore Energy Corp.

● View original content to download multimedia: http://www.newswire.ca/en/releases/archive/December2022/06/c9336.html

%SEDAR: 00029787E

For further information: Please contact: William M. Sheriff, Executive Chairman, (972) 333-2214, info@encoreuranium.com

CO: enCore Energy Corp.

CNW 09:11e 06-DEC-22

Exhibit 99.168

FORM 51-102F3 - MATERIAL CHANGE REPORT

1.	NAME AND ADDRESS OF COMPANY

enCore Energy Corp.

101 N. Shoreline Blvd, Suite 450

Corpus Christi, TX 78401

2.	DATE OF MATERIAL CHANGE

December 6, 2022

3.	NEWS RELEASE

News release dated December 6, 2022 was disseminated via Globe Newswire and filed on SEDAR

4.	SUMMARY OF MATERIAL CHANGE

enCore closes $69.8 million private placement financing

5.	FULL DESCRIPTION OF MATERIAL CHANGE

enCore Energy Corp. (TSXV: EU) (OTCQB: ENCUF) (the “Company”) announced the successful completion of its previously announced “bought deal” brokered private placement of an aggregate of 23,000,000 subscription receipts (the “Subscription Receipts”) of enCore at a price of C$3.00 per Subscription Receipt (the “Issue Price”) for aggregate gross proceeds to enCore of C$69 million (the “Offering”), including the full exercise of the Underwriters’ option. Concurrently, enCore completed a non-brokered private placement of 277,000 Subscription Receipts at the Issue Price for aggregate gross proceeds to enCore of C$831,000 (the “Concurrent Offering”, and collectively with the Offering, the “Private Placements”).

The Offering was completed pursuant to an underwriting agreement entered into among enCore, Canaccord Genuity Corp. (the “Lead Underwriter”), Haywood Securities Inc., Cantor Fitzgerald Canada Corporation, PI Financial Corp., Clarus Securities Inc., and Red Cloud Securities Inc. (together with the Lead Underwriter, the “Underwriters”). In consideration for their services, the Underwriters were paid a cash commission equal to 6% of the gross proceeds of the Offering (other than in respect of subscribers on the President’s List for which a 2% commission was paid), subject to 50% of the cash commission payable in respect of the Subscription Receipts being held in escrow pending the satisfaction of the Escrow Release Conditions (as defined below) and in accordance with the terms of the subscription receipt agreement entered into among enCore, Computershare Trust Company of Canada, as subscription receipt agent (the “Escrow Agent”), and the Lead Underwriter (the “Subscription Receipt Agreement”). Additionally, in consideration for their services, the Underwriters were issued an aggregate of 1,350,000 non-transferable broker warrants (the “Broker Warrants”) of enCore, with each Broker Warrant being exercisable into one common share (each, a “Broker Warrant Share”) of enCore at a price of C$3.25 per Broker Warrant Share from the date hereof until 27 months following the satisfaction of the Escrow Release Conditions. In connection with the Concurrent Offering, enCore agreed to pay an aggregate of $24,600 as finder’s fee commissions.

Pursuant to the Subscription Receipt Agreement, the gross proceeds from the Private Placements(less 50% of the Underwriters’ cash commission and the Underwriters’ expenses) (the “Escrowed Funds”) will be held in escrow pending satisfaction of certain conditions, including, amongst others, (a) the satisfaction of each of the conditions precedent to the Transaction in accordance with the Agreement (other than the payment of the cash portion of the Consideration); and (b) the receipt of all required approvals in connection with the Transaction and the Offering, including, without limitation, conditional approval of the Exchange (collectively, the “Escrow Release Conditions”).

6.	RELIANCE ON SUBSECTION 7.1(2) OF NATIONAL INSTRUMENT 51-102

Not applicable.

7.	OMITTED INFORMATION

Not applicable.

8.	EXECUTIVE OFFICER

William M. Sheriff, Executive Chairman Telephone: 972-333-2214

9.	DATE OF REPORT

December 12, 2022

Exhibit 99.169

ENCORE ENERGY CORP.

– and –

COMPUTERSHARE TRUST COMPANY OF CANADA

– and –

CANACCORD GENUITY CORP.

SUBSCRIPTION RECEIPT AGREEMENT

December 6, 2022

TABLE OF CONTENTS

ARTICLE 1 INTERPRETATION			3

	Section 1.1	Definitions	3
	Section 1.2	Interpretation	10
	Section 1.3	Applicable Law	11

ARTICLE 2 THE SUBSCRIPTION RECEIPTS			11

	Section 2.1	Creation and Issue of Subscription Receipts	11
	Section 2.2	Terms of Subscription Receipts	11
	Section 2.3	Form of Subscription Receipts	12
	Section 2.4	CDS Subscription Receipts	14
	Section 2.5	Signing of Subscription Receipt Certificates	16
	Section 2.6	Authentication by Subscription Receipt Agent	16
	Section 2.7	Subscription Receipts to Rank Pari Passu	17
	Section 2.8	Issue in Substitution for Lost Certificates, Etc	17
	Section 2.9	Subscription Receiptholder not a Shareholder	18

ARTICLE 3 REGISTRATION, TRANSFER AND OWNERSHIP OF SUBSCRIPTION RECEIPTS AND EXCHANGE OF SUBSCRIPTION RECEIPT CERTIFICATES			18

	Section 3.1	Registration and Transfer of Subscription Receipts	18
	Section 3.2	Exchange of Subscription Receipt Certificates	20
	Section 3.3	No Charges for Exchange	20
	Section 3.4	Ownership of Subscription Receipts	20

ARTICLE 4 ISSUANCE OF UNDERLYING SECURITIES			21

	Section 4.1	Issuance of Underlying Securities	21
	Section 4.2	Effect of Issuance of Underlying Securities	23
	Section 4.3	Fractions	23
	Section 4.4	Recording	23
	Section 4.5	Securities Restrictions	23

ARTICLE 5 COVENANTS			25

	Section 5.1	Covenants of the Corporation	25
	Section 5.2	Remuneration and Expenses of Subscription Receipt Agent	27
	Section 5.3	Notice of Issue	27
	Section 5.4	Securities Qualification Requirements	27
	Section 5.5	Performance of Covenants by Subscription Receipt Agent	27

ARTICLE 6 DEPOSIT OF PROCEEDS AND CANCELLATION OF SUBSCRIPTION RECEIPTS			28

	Section 6.1	Deposit of Escrowed Proceeds in Escrow	28
	Section 6.2	Investment of Escrowed Funds	28
	Section 6.3	Release of Escrowed Funds	30
	Section 6.4	Additional Payments by the Corporation	31
	Section 6.5	Withholding	31
	Section 6.6	Escrowed Funds Held in Trust	32
	Section 6.7	Representation Regarding Third Party Interests	32

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ARTICLE 7 ADJUSTMENTS			33
	Section 7.1	Adjustment of Number of Underlying Securities	33
	Section 7.2	No Adjustment for Stock Options, etc.	37
	Section 7.3	Determination by Corporation’s Auditors	37
	Section 7.4	Proceedings Prior to any Action Requiring Adjustment	37
	Section 7.5	Certificate of Adjustment	37
	Section 7.6	Notice of Special Matters	38
	Section 7.7	No Action After Notice	38
	Section 7.8	Other Action Requiring Adjustments	38
	Section 7.9	Protection of Subscription Receipt Agent	38

ARTICLE 8 ENFORCEMENT			39

	Section 8.1	Suits by Subscription Receiptholders	39
	Section 8.2	Limitation of Liability	39

ARTICLE 9 MEETINGS OF SUBSCRIPTION RECEIPTHOLDERS			39

	Section 9.1	Right to Convene Meetings	39
	Section 9.2	Notice	40
	Section 9.3	Chairperson	40
	Section 9.4	Quorum	40
	Section 9.5	Power to Adjourn	40
	Section 9.6	Show of Hands	40
	Section 9.7	Poll	41
	Section 9.8	Voting	41
	Section 9.9	Regulations	41
	Section 9.10	The Corporation, the Lead Underwriter and Subscription Receipt Agent may be Represented	42
	Section 9.11	Powers Exercisable by Extraordinary Resolution	42
	Section 9.12	Meaning of “Extraordinary Resolution”	43
	Section 9.13	Powers Cumulative	44
	Section 9.14	Minutes	44
	Section 9.15	Instruments in Writing	44
	Section 9.16	Binding Effect of Resolutions	44
	Section 9.17	Evidence of Subscription Receiptholders	45
	Section 9.18	Holdings by the Corporation and Subsidiaries Disregarded	45

ARTICLE 10 SUPPLEMENTAL AGREEMENTS AND SUCCESSOR COMPANIES			45

	Section 10.1	Provision for Supplemental Agreements for Certain Purposes	45
	Section 10.2	Successor Entities	46

ARTICLE 11 CONCERNING SUBSCRIPTION RECEIPT AGENT			47

	Section 11.1	Applicable Legislation	47
	Section 11.2	Rights and Duties of Subscription Receipt Agent	47
	Section 11.3	Evidence, Experts and Advisers	48
	Section 11.4	Documents, Money, Etc. held by Subscription Receipt Agent	49
	Section 11.5	Action by Subscription Receipt Agent to Protect Interests	50
	Section 11.6	Subscription Receipt Agent not Required to Give Security	50
	Section 11.7	Protection of Subscription Receipt Agent	50
	Section 11.8	Replacement of Subscription Receipt Agent	52
	Section 11.9	Acceptance of Duties and Obligations	53

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ARTICLE 12 GENERAL			53

	Section 12.1	Notice to the Corporation, the Subscription Receipt Agent and the Lead Underwriter	53
	Section 12.2	Notice to Subscription Receiptholders	55
	Section 12.3	Satisfaction and Discharge of Agreement	55
	Section 12.4	Sole Benefit of Parties and Subscription Receiptholders	56
	Section 12.5	Discretion of Directors	56
	Section 12.6	Force Majeure	56
	Section 12.7	Privacy Consent	56
	Section 12.8	Electronic Copies	56
	Section 12.9	Counterparts and Formal Date	56

Schedule “A” FORM OF SUBSCRIPTION RECEIPT CERTIFICATE

Schedule “B” CONDITIONS PRECEDENT CERTIFICATE

Schedule “C” BROKERED ESCROW RELEASE NOTICE

Schedule “D” NON-BROKERED ESCROW RELEASE NOTICE

Schedule “E” FORM OF DECLARATION OF REMOVAL OF LEGEND

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SUBSCRIPTION RECEIPT AGREEMENT

THIS AGREEMENT (the “Agreement”) dated as of December 6, 2022.

AMONG:

ENCORE ENERGY CORP., a company existing under the laws of British Columbia

(the “Corporation”)

AND:

COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company existing under the laws of Canada

(the “Subscription Receipt Agent”)

AND:

CANACCORD GENUITY CORP. (the “Lead Underwriter”), on their own behalf and on behalf of Haywood Securities Inc., Cantor Fitzgerald Canada Corporation, PI Financial Corp., Clarus Securities Inc., and Red Cloud Securities Inc. (collectively, the “Underwriters”)

WHEREAS the Corporation proposes to create, issue and sell on a private placement basis up to 23,333,333 Subscription Receipts at a price of $3.00 (the “Offering Price”) (or if in United States Dollars (US$), then such amount calculated based on the Offering Price converted at the Bank of Canada daily exchange rate or such other exchange rate as determined by the Corporation (in its sole discretion) as at the Closing Date) per Subscription Receipt, with each Subscription Receipt representing the right of the holder thereof to acquire one Unit, subject to certain adjustments, for no additional consideration in the manner herein set forth.

AND WHEREAS Each Unit shall be comprised of one Underlying Share and one Warrant. Each Warrant shall entitle the holder thereof to purchase one Warrant Share, subject to certain adjustments, at an exercise price of $3.75 per Warrant Share for a period of 3 years following the satisfaction of the Escrow Release Conditions, pursuant to the Warrant Indenture.

AND WHEREAS the Corporation has agreed that:

(a)

pending the satisfaction of the Brokered Escrow Release Conditions or the Non-Brokered Escrow Release Conditions, as applicable, the aggregate Brokered Escrowed Proceeds and Non-Brokered Escrowed Proceeds are to be delivered to and held by the Subscription Receipt Agent as escrow agent hereunder, unless otherwise directed, and invested in the manner set out herein;

(b)

if the Brokered Escrow Release Conditions or the Non-Brokered Escrow Release Conditions, as applicable, are satisfied or waived at or before the Escrow Release Deadline, the applicable Subscription Receiptholders will be entitled to receive, without payment of additional consideration or the undertaking of any further action on the part of the applicable Subscription Receiptholders, one Unit (subject to certain adjustments) for each Subscription Receipt then held and the Subscription Receipt Agent will release the Brokered Escrowed Funds or the Non-Brokered Escrowed Funds, as applicable, to the Corporation and the Underwriters in the manner set forth herein; and

(c)

if the Brokered Escrow Release Conditions or the Non-Brokered Escrow Conditions, as applicable, are not satisfied at or before the Escrow Release Deadline, the applicable Subscription Receiptholders will be entitled to receive an amount equal to the aggregate Offering Price of the Subscription Receipts then held, plus a pro rata share of Earned Interest thereon (less any withholding tax required to be withheld in respect thereof).

AND WHEREAS the Subscription Receipt Agent has agreed to act as registrar and transfer agent for the Subscription Receipts, and as escrow agent to receive the Brokered Escrowed Proceeds and Non-Brokered Escrowed Proceeds, in accordance with the terms and conditions set out herein;

AND WHEREAS all things necessary have been done and performed to make Subscription Receipt Certificates and Uncertificated Subscription Receipts, when Authenticated by the Subscription Receipt Agent, as applicable, and issued and delivered as herein provided, legal, valid and binding obligations of the Corporation with the benefits of and subject to the terms of this Agreement;

AND WHEREAS the foregoing recitals are made as representations by the Corporation and not by the Subscription Receipt Agent nor the Lead Underwriter;

AND WHEREAS the Subscription Receipt Agent has agreed to enter into this Agreement and to hold all rights, interests and benefits contained herein for and on behalf of those Persons who from time to time become holders of Subscription Receipts issued pursuant to this Agreement;

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NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable consideration mutually given, the receipt and sufficiency of which are hereby acknowledged by each of the Corporation, the Subscription Receipt Agent and the Lead Underwriter, the Corporation hereby appoints the Subscription Receipt Agent as agent for the Subscription Receiptholders, to hold all rights, interests and benefits contained herein for and on behalf of those Persons who from time to time become holders of Subscription Receipts issued pursuant to this Agreement, and the Corporation, the Subscription Receipt Agent and the Lead Underwriter hereby covenant, agree and declare as follows:

ARTICLE 1

INTERPRETATION

Section 1.1 Definitions

In this Agreement and in the Subscription Receipt Certificates, unless there is something in the subject matter or context inconsistent therewith:

(1)	“Accredited Investor” means an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the U.S. Securities Act;

(2)	“Acquisition” means the acquisition by the Corporation (or a subsidiary thereof) of the Alta Mesa In-Situ Recovery Plant and Project located in the State of Texas from Energy Fuels Inc. in accordance with the MIPA;

(3)

“Applicable Legislation” means such provisions of any statute of Canada or of a province or territory thereof, and of regulations under any such statute, relating to subscription receipt agreements or to the rights, duties and obligations of corporations and of subscription receipt agents under subscription receipt agreements, as are from time to time in force and applicable to this Agreement;

(4)

“Applicable Procedures” means (a) with respect to any transfer or exchange of beneficial ownership interests in, or the issuance of Underlying Securities pursuant to the Subscription Receipts represented by, a Uncertificated Subscription Receipt, the applicable rules, procedures or practices of the Depository and the Subscription Receipt Agent in effect at the applicable time, and (b) with respect to any issuance, deposit or withdrawal of Subscription Receipts to or from an electronic position evidencing a beneficial ownership interest in Subscription Receipts represented by a Uncertificated Subscription Receipt, the rules, procedures or practices of the Depository and the Subscription Receipt Agent in effect at the applicable time with respect to the issuance, deposit or withdrawal of such positions;

(5)	“Approved Bank” has the meaning ascribed thereto in Section 6.2(1) hereof;

(6)

“Authenticated” means (a) with respect to the issuance of a Subscription Receipt Certificate, one which has been duly signed by the Corporation and authenticated by signature of an authorized officer of the Subscription Receipt Agent, (b) with respect to the issuance of an Uncertificated Subscription Receipt, one in respect of which the Subscription Receipt Agent has completed all Internal Procedures such that the particulars of such Uncertificated Subscription Receipt as required by Section 2.6(1) hereof are entered in the register of holders of Subscription Receipts; and “Authenticate” and “Authentication” have the appropriate correlative meanings;

(7)	“Book Entry Participants” means institutions that participate directly or indirectly in the Depository’s book entry registration system for the Subscription Receipts;

(8)	“Brokered Escrow Release Conditions” means the following, all as satisfied and/or waived in form and substance satisfactory to the Underwriters:

(a)

the receipt of all required board, shareholder and regulatory approvals in connection with the Offering and the Acquisition, including, without limitation the conditional approval of the TSXV for the listing of the Underlying Shares and the Warrant Shares and any relevant listing documents having been accepted for filing with the TSXV;

(b)

the completion or the satisfaction of all conditions precedent to the Acquisition substantially in accordance with the MIPA (other than the payment of the cash consideration), to the satisfaction of the Underwriters;

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(c)

delivery of a favourable title report in respect of the Alta Mesa In-Situ Recovery Plant and Project, to the satisfaction of the Underwriters; and

(d)

the delivery of the applicable Escrow Release Notice to the Subscription Receipt Agent.

(9)	“Brokered Escrowed Funds” means the Brokered Escrowed Proceeds and the Earned Interest thereon at any given time;

(10)	“Brokered Escrowed Proceeds” means the aggregate gross proceeds of the Brokered Offering, less the Eligible Expenses and 50% of the Underwriters’ Fee, being $63,765,720 to be held in escrow on the terms and subject to the conditions of this Agreement;

(11)	“Brokered Offering” means the issue and sale of up to 23,000,000 Subscription Receipts by the Corporation on a bought deal private placement basis at the Offering Price for aggregate gross proceeds of up to $69,000,000;

(12)	“Business Day” means a day other than a Saturday, Sunday or any other day on which the principal chartered banks located in Toronto, Ontario and Vancouver, British Columbia are not open for business and shall be a day which the TSXV is open for trading;

(13)

“CDS Subscription Receipt” means Subscription Receipts representing all or a portion of the aggregate number of Subscription Receipts issued in the name of the Depository represented by an Uncertificated Subscription Receipt, or if requested by the Depository or the Corporation, by a Subscription Receipt Certificate;

(14)	“Closing Date” means the closing date of the Offering, being December 6, 2022, or such earlier or later date as may be agreed to by the Corporation and the Lead Underwriter;

(15)	“Common Shares” means common shares in the capital of the Corporation;

(16)	“Conditions Precedent Certificate” means the certificate in substantially the form set out in Schedule “B” attached hereto executed by the Corporation and delivered to the Lead Underwriter certifying that paragraphs (a) and (b) of the Brokered Escrow Release Conditions have been satisfied;

(17)	“Convertible Securities” means securities of the Corporation that are convertible into or exchangeable for or otherwise carry the right to acquire Common Shares, and “Convertible Security” means any one of them;

(18)	“Corporation” means enCore Energy Corp., a company existing under the laws of British Columbia;

(19)	“Counsel” means a barrister and/or solicitor or a firm of barristers and/or solicitors retained by the Corporation, acceptable to the Subscription Receipt Agent;

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(20)

“Current Market Price” of a Common Share at any date means the price per share equal to the volume weighted average trading price at which the Common Shares have traded on the TSXV or any stock exchange or, if the Common Shares are not listed on a stock exchange, then on the over-the-counter market, during the 20 consecutive trading days prior to the relevant date, with the volume weighted average price per Common Share being determined by dividing the aggregate sale price of all Common Shares sold on the said exchange or market, as the case may be, during the said 20 consecutive trading days by the aggregate number of Common Shares so sold or, if the Common Shares are not listed or quoted on any stock exchange or over-the- counter market, then the Current Market Price shall be as determined by the directors of the Corporation, acting reasonably;

(21)	“Depository” means CDS Clearing and Depository Services Inc. or such other Person as is designated in writing by the Corporation to act as depository in respect of the Subscription Receipts;

(22)	“Director” means a director of the Corporation, and reference without more to action by the directors means action by the directors of the Corporation as a board or, to the extent empowered, by a committee of the board, in each case by resolution duly passed;

(23)	“Earned Interest” has the meaning ascribed to it in Section 6.2(1);

(24)	“Eligible Expenses” has the meaning ascribed to it in the Underwriting Agreement;

(25)	“Escrow Release Conditions” means, as applicable, the Brokered Escrow Release Conditions and the Non-Brokered Escrow Release Conditions;

(26)	“Escrow Release Deadline” means 5:00 p.m. (Toronto time) on February 14, 2023;

(27)

“Escrow Release Notice” means (i) in respect of the Brokered Offering, a written notice in substantially the form set out in Schedule “C” attached hereto executed by the Corporation and the Lead Underwriter confirming that paragraphs (a) and (b) of the Brokered Escrow Release Conditions have been satisfied or waived in accordance with this Agreement; and (ii) in respect of the Non-Brokered Offering, a written notice in substantially the form set out in Schedule “D” attached hereto executed by the Corporation only confirming that the Non-Brokered Escrow Release Conditions have been satisfied or waived in accordance with this Agreement;

(28)	“Escrowed Funds” means the Brokered Escrowed Proceeds, the Non-Brokered Escrow Proceeds, and the Earned Interest thereon at any given time;

(29)	“Escrowed Proceeds” means the Brokered Escrowed Proceeds and the Non- Brokered Escrowed Proceeds;

(30)	“Exchange Ratio” means the number of Units that the holder is entitled to receive for each Subscription Receipt held, if the Escrow Release Conditions are satisfied, in accordance with this Agreement, which, at the date of this Agreement is one Unit;

(31)	“Extraordinary Resolution” has the meaning ascribed thereto in Section 9.12 and Section 9.15 hereof;

(32)

“Governmental Authority” means any of the governments of Canada, the United States, any other nation or any political subdivision thereof, whether provincial, state, territorial or local, and any agency, authority, instrumentality, regulatory body, court, central bank, fiscal or monetary authority or other authority regulating financial institutions, and any other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

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(33)

“Internal Procedures” means in respect of the making of any one or more entries to, changes in or deletions of any one or more entries in the register (including without limitation, original issuance or registration of transfer of ownership) based on the Subscription Receipt Agent’s then current internal procedures customary for such entry, change or deletion;

(34)	“Lead Underwriter” means Canaccord Genuity Corp.;

(35)	“MIPA” means the membership interest purchase agreement dated November 13, 2022, entered into among the Corporation, enCore Energy US Corp., and EFR White Canyon Corp.;

(36)	“Non-Brokered Escrow Release Conditions” means:

(a)

(b)

the completion or the satisfaction of all conditions precedent to the Acquisition substantially in accordance with the MIPA (other than the payment of the cash consideration); and

(c)

the delivery of the applicable Escrow Release Notice to the Subscription Receipt Agent.

(37)	“Non-Brokered Escrowed Funds” means the Non-Brokered Escrowed Proceeds and the Earned Interest thereon at any given time;

(38)	“Non-Brokered Escrowed Proceeds” means the aggregate gross proceeds of the Non-Brokered Offering, being $831,000 to be held in escrow on the terms and subject to the conditions of this Agreement;

(39)	“Non-Brokered Offering” means the issue and sale of up to 333,333 Subscription Receipts by the Corporation on a private placement basis at the Offering Price for aggregate gross proceeds of up to $1,000,000;

(40)	“Offering” means collectively, the Brokered Offering and the Non-Brokered Offering for the sale of up to 23,333,333 Subscription Receipts pursuant thereto, for aggregate gross proceeds of up to $70,000,000;

(41)	“Offering Price” has the meaning ascribed to it on the face page of this Agreement;

(42)	“Person” includes an individual, corporation, partnership, joint venture, trustee, unincorporated organization or any other entity whatsoever, and words importing Persons have a similar extended meaning;

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(43)	“Regulation S” means Regulation S under the U.S. Securities Act;

(44)

“Release Date” means either (i) the date, provided that it is prior to the Termination Time, on which the Escrow Release Notice with respect to the Brokered Offering or the Non-Brokered Offering, as applicable, is received by the Subscription Receipt Agent in accordance with the terms of this Agreement, provided that the applicable Escrow Release Notice is received by the Subscription Receipt Agent at or before 8:00 a.m. (Toronto time) on such date; or (ii) the first Business Day, provided that it is prior to the Termination Time, following the date on which the applicable Escrow Release Notice is received by the Subscription Receipt Agent in accordance with the terms of this Agreement, if the applicable Escrow Release Notice is received by the Subscription Receipt Agent after 8:00 a.m. (Toronto time) on such date;

(45)	“Subscription Receipt Agent” means Computershare Trust Company of Canada, including its successors and assigns;

(46)	“Subscription Receipt Certificate” means a certificate representing one or more Subscription Receipts substantially in the form of the certificate attached hereto as Schedule “A”;

(47)	“Subscription Receiptholders” or “holders” means the Persons from time to time entered in a register of holders described in Section 3.1 hereof as holders of Subscription Receipts;

(48)

“Subscription Receiptholders’ Request” means an instrument, signed in one or more counterparts by Subscription Receiptholders who hold in the aggregate not less than 10% of the total number of Subscription Receipts then outstanding, requesting the Subscription Receipt Agent to take some action or proceeding specified therein;

(49)

“Subscription Receipts” means the subscription receipts created and issued pursuant to Section 2.1(1) hereof and authorized for issue hereunder and that have not at the particular time expired, been purchased by the Corporation, or otherwise becomes null, void and of no further force or effect in accordance with the terms hereof;

(50)	“subsidiary” means a subsidiary for purposes of the Securities Act (Ontario), as constituted at the date of this Agreement;

(51)	“Termination Date” means the earlier of:

(a)

with respect to the Brokered Escrowed Funds, the date on which the Subscription Receipt Agent and the Lead Underwriter receive a Termination Notice or on which the Corporation announces to the public that it does not intend to proceed with the Acquisition or satisfy the Brokered Escrow Release Conditions prior to the Escrow Release Deadline, provided that (i) if such notice or announcement is not received or made, as applicable, on a Business Day or is received or made, as applicable, after 4:30 p.m. (Toronto time) on a Business Day the Termination Date shall be the next Business Day; and (ii) the Corporation shall be required to provide a Termination Notice to the Subscription Receipt Agent and Lead Underwriter regardless of whether a public announcement as to not satisfying the Brokered Escrow Release Conditions is made; or

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(b)

with respect to the Non-Brokered Escrowed Funds, the date on which the Subscription Receipt Agent receives a Termination Notice or on which the Corporation announces to the public that it does not intend to proceed with the Acquisition or satisfy the Non-Brokered Escrow Release Conditions prior to the Escrow Release Deadline, provided that (i) if such notice or announcement is not received or made, as applicable, on a Business Day or is received or made, as applicable, after 4:30 p.m. (Toronto time) on a Business Day the Termination Date shall be the next Business Day; and (ii) the Corporation shall be required to provide a Termination Notice to the Subscription Receipt Agent regardless of whether a public announcement as to not satisfying the Non-Brokered Escrow Release Conditions is made; and

(b)

the date that is the first Business Day after the Escrow Release Deadline, if the Subscription Receipt Agent has not received the Escrow Release Notice or Termination Notice at or before the Escrow Release Deadline;

(52)

“Termination Notice” means, with respect to the Brokered Offering, a written notice from the Corporation addressed to the Subscription Receipt Agent and the Lead Underwriter indicating that the Corporation does not intend to proceed with the Acquisition or satisfy the Brokered Escrow Release Conditions prior to the Escrow Release Deadline and directing the Subscription Receipt Agent to return all Brokered Escrowed Funds to the Subscription Receiptholders in accordance with Section 6.3 hereof and with respect to the Non-Brokered Offering, a written notice from the Corporation addressed to the Subscription Receipt Agent only indicating that the Corporation does not intend to proceed with the Acquisition or satisfy the Non- Brokered Escrow Release Conditions prior to the Escrow Release Deadline and directing the Subscription Receipt Agent to return all Non-Brokered Escrowed Funds to the Subscription Receiptholders in accordance with Section 6.3 hereof;

(53)	“Termination Payment Time” means as soon as practically possible following the Termination Date, and in any event, within 5 Business Days following the Termination Date;

(54)	“Termination Time” means 5:00 p.m. (Toronto time) on the Termination Date;

(55)

“this Subscription Receipt Agreement”, “this Agreement”, “hereto”, “hereunder”, “hereof”, “herein”, “hereby” and similar expressions mean or refer to this Subscription Receipt Agreement and any amendment or indenture, deed or instrument supplemental or ancillary hereto, and the expressions “article”, “section”, “subsection”, “paragraph”, “subparagraph”, “clause” and “subclause” followed by a number mean the specified article, section, subsection, paragraph, subparagraph, clause or subclause of this Agreement;

(56)	“Transfer Agent” means Computershare Investor Services Inc., including its successors and assigns;

(57)	“TSXV” means the TSX Venture Exchange;

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(58)	“Uncertificated Subscription Receipt” means any Subscription Receipt which is not evidenced by a Subscription Receipt Certificate;

(59)	“Underlying Securities” means, collectively, the Underlying Shares and the Warrants;

(60)	“Underlying Shares” means the Common Shares issuable to Subscription Receiptholders upon conversion of the Subscription Receipts without payment of additional consideration in accordance with the terms and conditions of this Agreement;

(61)	“Underwriting Agreement” means the underwriting agreement dated as of December 6, 2022 among the Corporation and the Underwriters;

(62)	“Underwriters’ Fee” has the meaning ascribed to it in the Underwriting Agreement;

(63)	“Underwriters” means collectively, the Lead Underwriter, Haywood Securities Inc., Cantor Fitzgerald Canada Corporation, PI Financial Corp., Clarus Securities Inc., and Red Cloud Securities Inc., as underwriters in respect of the Offering.

(64)	“United States” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

(65)	“Units” means the units issuable to Subscription Receiptholders upon conversion of the Subscription Receipts without payment of additional consideration in accordance with the terms and conditions of this Agreement, with each unit being comprised of one Underlying Share and one Warrant;

(66)	“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended;

(67)	“U.S. Person” means a “U.S. person” as that term is defined in Rule 902(k) of Regulation S under the U.S. Securities Act;

(68)

“U.S. Purchaser” means an original purchaser of Subscription Receipts that was at the time of purchase: (a) U.S. Person or a Person purchasing the Subscription Receipts in the United States, (b) a Person purchasing Subscription Receipts on behalf of, or for the account or benefit of, any U.S. Person or Person in the United States, (c) a Person that received an offer to purchase the Subscription Receipts while in the United States, or (d) any Person that was in the United States at the time such Person’s buy order was made or the subscription for the Subscription Receipts was executed or delivered;

(69)	“U.S. Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;

(70)	“Warrant Indenture” means the warrant indenture dated December 6, 2022 between the Corporation and Computershare Trust Company of Canada, as warrant agent, pursuant to which the Warrants shall be issued and governed;

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(71)	“Warrant Shares” means the Common Shares issuable upon the exercise of the Warrants;

(72)

“Warrants” means the warrants issuable to Subscription Receiptholders upon conversion of the Subscription Receipts without payment of additional consideration in accordance with the terms of the Warrant Indenture, with each Warrant entitling the holder thereof the right to purchase one Warrant Share, subject to any adjustment, at an exercise price of $3.75 per Warrant Share for a period of 3 years following the satisfaction of the Brokered Escrow Release Conditions and Non-Brokered Escrow Release Conditions, as applicable;

(73)

“Written Request of the Corporation”, “Written Direction of the Corporation” and “Certificate of the Corporation” mean a written order, request, consent, direction and certificate, respectively, signed in the name of the Corporation by any Director or officer of the Corporation or by any other individual to whom applicable signing authority is delegated by the Directors from time to time, and may consist of one or more instruments so executed respectively.

Section 1.2 Interpretation

(1)	Words Importing the Singular: Words importing the singular include the plural and vice versa and words importing a particular gender or neuter include both genders and neuter.

(2)

Interpretation Not Affected by Headings, etc.: The division of this Agreement into articles, sections, subsections, paragraphs, subparagraphs, clauses and subclauses, the provision of a table of contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

(3)	Day Not a Business Day: Unless otherwise indicated, if the day on or before which any action which would otherwise be required to be taken hereunder is not a Business Day that action will be required to be taken on or before the requisite time on the next succeeding day that is a Business Day.

(4)	Time of the Essence: Time will be of the essence in all respects in this Agreement and the Subscription Receipt Certificates.

(5)

Currency: Except as otherwise stated, all dollar amounts herein and in the Subscription Receipt Certificates are expressed in Canadian dollars. If any portion of the Offering is completed in United States Dollars (US$), then such amount shall be calculated based on the Bank of Canada daily exchange rate or such other exchange rate as determined by the Corporation (in its sole discretion) as at the Closing Date.

(6)	Severability: In the event that any provision hereof shall be determined to be invalid or unenforceable in any respect, such determination shall not affect such provision in any other respect or any other provision hereof, all of which shall remain in full force and effect.

(7)

Conflict: In the event of a conflict or inconsistency between a provision in this Agreement and the Subscription Receipt Certificates issued hereunder, the relevant provision of this Agreement shall prevail to the extent of the inconsistency. In the event of a conflict or inconsistency between a provision in this Agreement and the terms of the Warrants or Warrant Shares, the relevant provision of the Warrant Indenture shall prevail to the extent of the inconsistency.

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Section 1.3 Applicable Law

This Agreement and the Subscription Receipt Certificates will be construed and enforced in accordance with the laws prevailing in the Province of British Columbia and the federal laws of Canada applicable therein and will be treated in all respects as British Columbia contracts. Each of the parties hereto irrevocably attorns to the exclusive jurisdiction of the courts of the Province of British Columbia with respect to all matters arising out of this Agreement and the transactions contemplated herein.

ARTICLE 2

THE SUBSCRIPTION RECEIPTS

Section 2.1 Creation and Issue of Subscription Receipts

(1)

An aggregate of up to 23,333,333 Subscription Receipts, on the terms and subject to the conditions herein provided, are hereby created and authorized for issue at a price of $3.00 for each Subscription Receipt (or if in United States Dollars (US$), then such amount calculated based on the Offering Price converted at the Bank of Canada daily exchange rate or such other exchange rate as determined by the Corporation (in its sole discretion) as at the Closing Date). The Subscription Receipts consist of:

(i)

up to 23,000,000 Subscription Receipts sold pursuant to the Brokered Offering; and

(ii)

up to 333,333 Subscription Receipts sold pursuant to the Non-Brokered Offering.

(2)

One Subscription Receipt shall be issued without any further act or formality on the Closing Date, for each $3.00 (or if in United States Dollars (US$), then such amount calculated based on the Offering Price converted at the Bank of Canada daily exchange rate or such other exchange rate as determined by the Corporation (in its sole discretion) as at the Closing Date) received by the Corporation as payment therefor and each such Subscription Receipt shall be a fully paid and non-assessable security of the Corporation.

(3)

Each Subscription Receipt issued hereunder will entitle the holder thereof, upon the conversion thereof in accordance with the provisions of Article 4 hereof, and without payment of any additional consideration, to be issued one Unit (subject to adjustment as set out herein). Each Unit will be comprised of one Underlying Share and one Warrant.

Section 2.2 Terms of Subscription Receipts

(1)

Purchase by the Corporation: Notwithstanding Section 3.1(2) hereof, the Corporation may from time to time purchase Subscription Receipts by private agreement or otherwise, and any such purchase may be made in such manner, from such Persons, at such prices and on such terms as the Corporation in its sole discretion may determine in agreement with the applicable Subscription Receiptholder. Subscription Receipt Certificates representing Subscription Receipts purchased by the Corporation pursuant to this Section 2.2(1) shall be surrendered to the Subscription Receipt Agent for cancellation and shall be accompanied by a Written Direction of the Corporation to cancel the Subscription Receipts represented thereby and shall not be reissued. For greater certainty, nothing in this Section 2.2(1) shall grant to the Corporation a unilateral right of redemption with respect to the Subscription Receipts.

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(2)

Cancellation of Subscription Receipts: In the event that (a) a Termination Notice with respect to the Brokered Offering or the Non-Brokered Offering, as applicable, is delivered to the Subscription Receipt Agent, or (b) the Escrow Release Notice with respect to the Brokered Offering or the Non-Brokered Offering, as applicable, is not delivered to the Subscription Receipt Agent at or before the Escrow Release Deadline, then those Subscription Receipts issued pursuant to the Brokered Offering or the Non- Brokered Offering, as applicable, shall, without any action on the part of the applicable Subscription Receiptholders (including the surrender of any Subscription Receipt Certificates or deemed surrender of any Uncertificated Subscription Receipts), be terminated and cancelled by the Subscription Receipt Agent as of the Termination Time and holders of Subscription Receipt Certificates shall thereafter have no rights thereunder except to receive an amount equal to the aggregate Offering Price plus a pro rata share of Earned Interest thereon (less any withholding tax required to be withheld in respect thereof) of the Subscription Receipts held by such Subscription Receiptholder and the Subscription Receipt Agent shall pay to such holders from the Brokered Escrowed Funds or the Non-Brokered Escrowed Funds, as applicable, an amount equal to the aggregate Offering Price of the applicable Subscription Receipts then held, plus a pro rata share of Earned Interest thereon (less any withholding tax required to be withheld in respect thereof). Such amount (less any withholding tax required to be withheld in respect thereof), shall be returned to each applicable Subscription Receiptholder by the Subscription Receipt Agent in accordance with Section 6.3 hereof. The Corporation shall be liable for any shortfall between the amounts owing to applicable Subscription Receiptholders under this Section 2.2(2) and the amount of Escrowed Funds. The Subscription Receipt Agent and the Underwriters shall have no responsibility for any shortfall owing to the Subscription Receiptholders.

Section 2.3 Form of Subscription Receipts

(1)

Form: The Subscription Receipts may be issued in both certificated and uncertificated form. Upon the issue of Subscription Receipts that are in certificated form, Subscription Receipt Certificates shall be executed by the Corporation and, in accordance with a Written Direction of the Corporation, Authenticated by or on behalf of the Subscription Receipt Agent and delivered by the Subscription Receipt Agent to the Corporation or to the order of the Corporation in accordance with the Written Direction of the Corporation and Section 2.4 and Section 2.5. The Subscription Receipt Certificates shall be substantially in the form as Schedule “A” attached hereto, subject to the provisions of this Agreement, with such variations and changes as may from time to time be agreed upon by the Subscription Receipt Agent and the Corporation, and the Subscription Receipt Certificates shall be dated as of the Closing Date, shall have such distinguishing letters and numbers as the Corporation may, with the approval of the Subscription Receipt Agent, prescribe and shall be issuable in any denomination excluding fractions. Uncertificated Subscription Receipts shall be Authenticated and issued and evidenced by a book position on the register of Subscription Receiptholders to be maintained by the Subscription Receipt Agent in accordance with Section 3.1(1) hereof.

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(2)

Production: Except as provided in this Article 2, all Subscription Receipts shall, save as to denominations, be of like tenor and effect. The Subscription Receipt Certificates may be engraved, printed, lithographed, photocopied or be partially in one form or another, as the Subscription Receipt Agent may determine.

(3)	Canadian Legend: All Subscription Receipts, as well as all certificates issued in exchange for or in substitution of such Subscription Receipt Certificates shall bear the following legend:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE APRIL 7, 2023.”

(4)	United States Legends:

(a)

The Subscription Receipts, the Underlying Shares and Warrants issuable pursuant to the Subscription Receipts and the Warrant Shares issuable upon exercise of the Warrants have not been and will not be registered under the U.S. Securities Act or under applicable state securities laws;

(b)

Each Subscription Receipt Certificate issued to a U.S. Purchaser, and each Subscription Receipt Certificate issued in exchange therefor in substitution or transfer thereof, for so long as required by the U.S. Securities Act or applicable state securities laws, shall bear the following legend:

“THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE ON CONVERSION HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE ISSUER THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT, (D) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (1) RULE 144 THEREUNDER, IF AVAILABLE, OR (2) RULE 144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (E) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS AND, IN THE CASE OF (D)(1) AND (E) ABOVE, AFTER THE SELLER FURNISHES TO THE ISSUER AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”

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Section 2.4 CDS Subscription Receipts

(1)

Re-registration of beneficial interests in and transfers of Uncertificated Subscription Receipts held by the Depository shall be made only through the book entry registration system and no Subscription Receipt Certificates shall be issued in respect of such Subscription Receipts except as set out herein, from time to time. Except as provided in this Section 2.4, owners of beneficial interests in any CDS Subscription Receipts shall not be entitled to have Subscription Receipts registered in their names and shall not receive or be entitled to receive Subscription Receipts in definitive form or to have their names appear in the register referred to in Section 3.1(1) hereof while they are held as book entry securities with the Depository.

(2)

Notwithstanding any other provision in this Agreement, no CDS Subscription Receipts may be exchanged in whole or in part for Subscription Receipts registered, and no transfer of CDS Subscription Receipts in whole or in part may be registered, in the name of any Person other than the Depository for such CDS Subscription Receipts or a nominee thereof unless:

(a)

the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in respect of the CDS Subscription Receipts and the Corporation is unable to locate a qualified successor;

(b)

the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the Uncertificated Subscription Receipts and the Corporation is unable to locate a qualified successor;

(c)

the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;

(d)

the Corporation determines that the Subscription Receipts shall no longer be held as Uncertificated Subscription Receipts through the Depository;

(e)

such right is required by applicable law, as determined by the Corporation and the Corporation’s Counsel;

(f)

the Subscription Receipt is to be Authenticated to or for the account or benefit of a person in the United States; or

(g)

the Corporation so instructs the Subscription Receipt Agent in writing,

following which Subscription Receipts for those holders requesting such shall be issued to the beneficial owners of such Subscription Receipts or their nominees as directed by the Depository. The Corporation shall provide a certificate executed by an officer of the Corporation giving notice to the Subscription Receipt Agent of the occurrence of any event outlined in this Section 2.4(2), except in the case of Section 2.4(2)(g).

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(3)

Subject to the provisions of this Section 2.4, any exchange of CDS Subscription Receipts for Subscription Receipts which are not CDS Subscription Receipts may be made in whole or in part in accordance with the provisions of Section 3.2 hereof, mutatis mutandis. All such Subscription Receipts issued in exchange for CDS Subscription Receipts or any portion thereof shall be registered in such names as the Depository shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Subscription Receipts) as the CDS Subscription Receipts or portion thereof surrendered upon such exchange.

(4)

Every Subscription Receipt Authenticated upon registration of transfer of a CDS Subscription Receipt or any portion thereof, or in exchange for or in lieu of a CDS Subscription Receipt or any portion thereof, whether pursuant to this Section 2.4, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Subscription Receipt, unless such Subscription Receipt is registered in the name of a Person other than the Depository or a nominee thereof.

(5)	Notwithstanding anything to the contrary in this Agreement, subject to applicable law, the CDS Subscription Receipts can only be issued to the Depository.

(6)

The rights of beneficial owners of Subscription Receipts who hold securities entitlements in respect of the Subscription Receipts through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Subscription Receipts who hold securities entitlements in respect of the Subscription Receipts through the book entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and Applicable Procedures of the Depository.

(7)	For so long as Subscription Receipts are held through the Depository, if any notice or other communication is required to be given to Subscription Receiptholders, the Corporation will give such notices and other communications to the Depository.

(8)	Notwithstanding anything herein to the contrary, neither the Corporation nor the Subscription Receipt Agent nor any agent thereof shall have any responsibility or liability for:

(a)

the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Subscription Receipts or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any Person in any Subscription Receipts represented by an electronic position in the book entry registration system (other than the Depository or its nominee);

(b)

maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or

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(c)

any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Participant.

(9)	The Corporation may terminate the application of this Section 2.4 in its sole discretion in which case all Subscription Receipts shall be evidenced by Subscription Receipt Certificates registered in the name of a Person other than the Depository or a nominee thereof.

Section 2.5 Signing of Subscription Receipt Certificates

(1)	Signing Officers: The Subscription Receipt Certificates shall be signed by any one officer of the Corporation or any one Director or by any other individual to whom such signing authority is delegated by the Directors from time to time.

(2)

Signatures: The signature of an individual referred to in Section 2.5(1) hereof may be a manual signature, electronic engraved, lithographed or printed in facsimile and Subscription Receipt Certificates bearing such facsimile or electronic signature will, subject to Section 2.6 hereof, be binding on the Corporation as if they had been manually signed by such individual.

(3)

No Longer Officer: Notwithstanding that any individual whose manual or facsimile signature appears on a Subscription Receipt Certificate as one of the officers of the Corporation or Directors referred to in Section 2.5(1) hereof no longer holds the same or any other office with, or is no longer a Director of, the Corporation, at the date of issue of any Subscription Receipt Certificate or at the date of certification or delivery thereof, such Subscription Receipt Certificate will, subject to Section 2.6 hereof, be valid and binding on the Corporation.

Section 2.6 Authentication by Subscription Receipt Agent

(1)	Authentication: No Subscription Receipt shall (i) be considered issued, valid, or obligatory; nor (ii) entitle the holder thereof to the benefits of this Agreement, until it has been Authenticated by the Subscription Receipt Agent.

No Subscription Receipt Certificate, if issued, will be valid or entitle the holder to the benefits hereof until it has been certified by signature by or on behalf of the Subscription Receipt Agent substantially in the form of the certificate attached hereto as Schedule “A” or in such other form as may be approved by the Subscription Receipt Agent and the Corporation. The certification by the Subscription Receipt Agent on a Subscription Receipt Certificate will be conclusive evidence as against the Corporation that such Subscription Receipt Certificate has been duly issued hereunder and that the holder thereof is entitled to the benefits of this Agreement.

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The Subscription Receipt Agent shall Authenticate Uncertificated Subscription Receipts (whether upon original issuance, exchange, registration of transfer or otherwise) by completing its Internal Procedures and the Corporation shall, and hereby acknowledges that it shall, thereupon be deemed to have duly and validly issued such Uncertificated Subscription Receipts under this Agreement. Such Authentication shall be conclusive evidence that such Uncertificated Subscription Receipts have been duly issued hereunder and that the holder or holders are entitled to the benefits of this Agreement. The register shall be final and conclusive evidence as to all matters relating to Uncertificated Subscription Receipts with respect to which this Agreement requires the Subscription Receipt Agent to maintain records or accounts. In case of differences between the register at any time and any other time, the register at the later time shall be controlling, absent manifest error, and any Uncertificated Subscription Receipts recorded therein shall be binding on the Corporation.

Authentication by the Subscription Receipt Agent shall be conclusive evidence as against the Corporation that the Subscription Receipts so Authenticated have been duly issued hereunder and that the holder thereof is entitled to the benefits of this Agreement.

(2)

Form of Certificate: Any Subscription Receipt Certificate validly issued in accordance with the terms of this Agreement in effect at the time of issue of such Subscription Receipt Certificate shall, subject to the terms of this Agreement and applicable law, validly entitle the holder to acquire Units, notwithstanding that the form of such Subscription Receipt Certificate may not be in the form then required by this Agreement.

(3)

Authentication No Representation: Authentication by the Subscription Receipt Agent of any Subscription Receipts, including by way of entry on the register, shall not be construed as a representation or warranty by the Subscription Receipt Agent as to the validity of this Agreement or of such Subscription Receipt Certificates or Uncertificated Subscription Receipts (except the due Authentication thereof) or as to the performance by the Corporation of its obligations under this Agreement and the Subscription Receipt Agent shall in no respect be liable or answerable for the use made of the Subscription Receipts or any of them or, of the consideration thereof.

Section 2.7 Subscription Receipts to Rank Pari Passu

All Subscription Receipts will rank pari passu, whatever may be the actual dates of issue.

Section 2.8 Issue in Substitution for Lost Certificates, Etc.

(1)

Substitution: If any Subscription Receipt Certificate becomes mutilated or is lost, destroyed or stolen, the Corporation, subject to applicable law and to Section 2.8(2) hereof, will issue, and thereupon the Subscription Receipt Agent will Authenticate and deliver, a new Subscription Receipt Certificate of like tenor and bearing the same legends as the one mutilated, lost, destroyed or stolen in exchange for and in place of and on surrender and cancellation of such mutilated certificate or in lieu of and in substitution for such lost, destroyed or stolen certificate.

(2)	Cost of Substitution: The applicant for the issue of a new Subscription Receipt Certificate pursuant to this Section 2.8 shall bear the reasonable cost of the issue thereof and in the case of loss, destruction or theft shall, as a condition precedent to the issue thereof:

(a)

furnish to the Corporation and to the Subscription Receipt Agent such evidence of ownership and of the loss, destruction or theft of the Subscription Receipt Certificate to be replaced as is satisfactory to the Corporation and to the Subscription Receipt Agent in their discretion, acting reasonably;

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(b)

if so requested, furnish an indemnity and surety bond in amount and form satisfactory to the Corporation and to the Subscription Receipt Agent in their discretion, acting reasonably; and

(c)

pay the reasonable charges of the Corporation and the Subscription Receipt Agent in connection therewith.

Section 2.9 Subscription Receiptholder not a Shareholder

Nothing in this Agreement or in the holding of a Subscription Receipt or otherwise shall be construed as conferring on any Subscription Receiptholder any right or interest whatsoever as a shareholder of the Corporation, including but not limited to any right to vote at, to receive notice of, or to attend, any meeting of shareholders or any other proceeding of the Corporation or any right to receive any dividend or other distribution in respect of the Common Shares.

ARTICLE 3

REGISTRATION, TRANSFER AND OWNERSHIP OF SUBSCRIPTION RECEIPTS AND
EXCHANGE OF SUBSCRIPTION RECEIPT CERTIFICATES

Section 3.1 Registration and Transfer of Subscription Receipts

(1)

Register: The Corporation will cause to be kept by the Subscription Receipt Agent at its principal office in Vancouver, British Columbia, a register of holders in which shall be entered the names and addresses of the Subscription Receiptholders and particulars of the Subscription Receipts held by them;

(2)

Transfer: The Subscription Receipts may only be transferred on the register kept by the Subscription Receipt Agent at the principal office by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Subscription Receipt Agent only upon (i) in the case of a Subscription Receipt Certificate, surrendering to the Subscription Receipt Agent at the principal office the Subscription Receipt Certificates representing the Subscription Receipts to be transferred together with a duly executed form of transfer (in the form attached to the Subscription Receipt Certificate as set out in Schedule “A”, (ii) in the case of CDS Subscription Receipts, in accordance with Applicable Procedures prescribed by the Depository under the book entry registration system, (iii) in the case of an Uncertificated Subscription Receipt, which is not a CDS Subscription Receipt, surrendering to the Subscription Receipt Agent at the Subscription Receipt Agency, instruction from the holder in form reasonably satisfactory to the Subscription Receipt Agent, and (iv) in compliance with:

(a)

the conditions herein;

(b)

such reasonable requirements as the Subscription Receipt Agent may prescribe; and

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(c)

all applicable securities legislation and requirements of regulatory authorities including, for the avoidance of doubt, the restrictions on transfer described herein;

and such transfer shall be duly noted in such register by the Subscription Receipt Agent. Upon compliance with such requirements, the Subscription Receipt Agent shall issue to the transferee of an Authenticated Subscription Receipt, a Subscription Receipt Certificate representing the Subscription Receipts transferred, and to the transferee of an Uncertificated Subscription Receipt, an Uncertificated Subscription Receipt (or it shall Authenticate and deliver a Subscription Receipt Certificate instead, upon request) representing the Subscription Receipts transferred, and the transferee of a CDS Subscription Receipt shall be recorded through the relevant Book Entry Participant in accordance with the book entry registration system as the entitlement holder in respect of such Subscription Receipts. Transfers within the systems of the Depository are not the responsibility of the Subscription Receipt Agent and will not be noted on the register maintained by the Subscription Receipt Agent.

(3)	No Notice of Trusts: Subject to applicable law, neither the Corporation nor the Subscription Receipt Agent will be bound to take notice of or see to the execution of any trust, whether express, implied or constructive, in respect of any Subscription Receipt.

(4)

Inspection: The register referred to in Section 3.1(1) hereof, and any branch register maintained pursuant to Section 3.1(5) hereof, will at all reasonable times be open for inspection by the Corporation and any Subscription Receiptholder. The Subscription Receipt Agent will from time to time when requested to do so in writing by the Corporation or any Subscription Receiptholder (upon payment of the reasonable charges of the Subscription Receipt Agent) furnish the Corporation or such Subscription Receiptholder with a list of the names and addresses of holders of Subscription Receipts entered on such register and showing the number of Subscription Receipts held by each such holder.

(5)

Location of Registers: The Corporation may at any time and from time to time change the place at which the register referred to in Section 3.1(1) hereof is kept and/or cause branch registers of holders to be kept, in each case subject to the approval of the Subscription Receipt Agent, at other places and close such branch registers or change the place at which such branch registers are kept. Notice of all such changes or closures shall be given by the Corporation to the Subscription Receipt Agent and to the holders of Subscription Receipts in accordance with Section 12.1 and Section 12.2 hereof.

(6)

U.S. Transfers: No transfer of Subscription Receipts evidenced by a Subscription Receipt Certificate bearing a legend set forth in Section 2.3(4)(b) above shall be made except in accordance with the requirements of such legend and subject to this Agreement. The Subscription Receipt Agent shall be entitled to request any other documents that it may require in accordance with its internal policies for the removal of the legend set forth above.

(7)

Issue of Units. Subject to the provisions of this Agreement, Applicable Legislation and applicable law, the Subscription Receiptholder shall be entitled to the rights and privileges attaching to the Subscription Receipts, and the issue of Units by the Corporation upon the exercise of Subscription Receipts in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Subscription Receipt Agent with respect to such Subscription Receipts and neither the Corporation nor the Subscription Receipt Agent shall be bound to inquire into the title of any such holder.

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Section 3.2 Exchange of Subscription Receipt Certificates

(1)

Exchange: One or more Subscription Receipt Certificates may at any time prior to the earlier of the Release Date and the Termination Date, on compliance with the reasonable requirements of the Subscription Receipt Agent, be exchanged for one or more Subscription Receipt Certificates of different denominations representing in the aggregate the same number of Subscription Receipts and registered in the same name as the Subscription Receipt Certificate or Subscription Receipt Certificates being exchanged.

(2)	Place of Exchange: Subscription Receipt Certificates may be exchanged only at the principal office in Vancouver, British Columbia of the Subscription Receipt Agent or at any other place designated by the Corporation with the approval of the Subscription Receipt Agent.

(3)	Cancellation: Any Subscription Receipt Certificate tendered for exchange pursuant to this Section 3.2 or for transfer pursuant to Section 3.1, shall be surrendered to the Subscription Receipt Agent and cancelled.

(4)	Execution: The Corporation will sign all Subscription Receipt Certificates in accordance with Section 2.5(1) hereof as necessary to carry out exchanges pursuant to this Section 3.2 and such Subscription Receipt Certificates will be Authenticated by the Subscription Receipt Agent.

(5)	Subscription Receipt Certificates: Subscription Receipt Certificates exchanged for Subscription Receipt Certificates that bear the legend set forth in Section 2.3 hereof shall bear the same legend, as applicable.

Section 3.3 No Charges for Exchange

No charge will be levied on a presenter of a Subscription Receipt Certificate pursuant to this Agreement for the exchange of any Subscription Receipt Certificate.

Section 3.4 Ownership of Subscription Receipts

(1)

Owner: The Corporation and the Subscription Receipt Agent may deem and treat the Person in whose name any Subscription Receipt is registered as the absolute owner of such Subscription Receipt for all purposes, and such Person will for all purposes of this Agreement be and be deemed to be the absolute owner thereof, entitled to the rights and privileges attaching to such Subscription Receipt, and the Corporation and the Subscription Receipt Agent will not be affected by any notice or knowledge to the contrary except as required by applicable law or by order of a court of competent jurisdiction.

(2)

Rights of Registered Holder: The registered holder of any Subscription Receipt will be entitled to the rights represented thereby free from all equities and rights of set-off or counterclaim between the Corporation and the original or any intermediate holder thereof and all Persons may act accordingly, and the issue and delivery to any such registered holder of Underlying Securities issuable pursuant thereto (or the payment of amounts payable in respect thereof pursuant to Section 2.2(2) hereof) will be a good discharge to the Corporation and the Subscription Receipt Agent therefor and neither the Corporation nor the Subscription Receipt Agent will be bound to inquire into the title of any such registered holder.

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ARTICLE 4

ISSUANCE OF UNDERLYING SECURITIES

Section 4.1 Issuance of Underlying Securities

(1)

Notice of Escrow Release Conditions: If the Brokered Escrow Release Conditions set forth in paragraphs (a) and (b) of the definition of Brokered Escrow Release Conditions have been satisfied before the Escrow Release Deadline, the Corporation shall forthwith cause the Conditions Precedent Certificate, executed by the Chief Executive Officer of the Corporation (or such other officer as may be acceptable to the Lead Underwriter), to be delivered to the Lead Underwriter notifying the Lead Underwriter that paragraphs (a) and (b) of the definition of Brokered Escrow Release Conditions have been satisfied.

(2)

Escrow Release Notice: The Subscription Receipt Agent will take the actions and comply with the requirements set forth in Section 6.3 and the Subscription Receipts issued pursuant to the Brokered Offering, or the Non-Brokered Offering, as applicable, shall be automatically converted into the applicable Underlying Securities pursuant to Section 4.1(3) upon:

(a)

in respect of the Brokered Offering, the delivery by the Corporation and the Lead Underwriter, on its own behalf and on behalf of the other Underwriters, of the Escrow Release Notice in the form attached hereto as Schedule “C” by email or courier to the address of the Subscription Receipt Agent set out in Section 12.1 within one Business Day of the applicable Brokered Escrow Release Conditions being satisfied or waived in accordance with the terms of this Agreement; and

(b)

in respect of the Non-Brokered Offering, the delivery by the Corporation only of the Escrow Release Notice in the form attached hereto as Schedule “D” by email or courier to the address of the Subscription Receipt Agent set out in Section 12.1 within one Business Day of the applicable Non-Brokered Release Conditions being met or waived in accordance with the terms of this Agreement.

(3)

Conversion of Subscription Receipts by Subscription Receipt Agent: Immediately, and upon receipt of the applicable Escrow Release Notice set out in Section 4.1(2) hereof by the Subscription Receipt Agent, those Subscription Receipts issued pursuant to the Brokered Offering or the Non-Brokered Offering, as applicable, will be automatically converted by the Subscription Receipt Agent on the applicable Release Date for and on behalf of the holder thereof and the holder thereof shall, without any further action on the part of the applicable Subscription Receiptholder (including the surrender of any Subscription Receipt Certificate or deemed surrender of any Uncertificated Subscription Receipts), be deemed to have subscribed for the corresponding number of Underlying Shares and Warrants issuable upon the conversion of such Subscription Receipts.

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(4)	Subscription Receipts Certificates: In the case of Subscription Receipts Certificates, the Corporation will cause the issuance of the applicable Underlying Securities to the holders of Subscription Receipts Certificates.

(5)

Uncertificated Subscription Receipts: In the case of Uncertificated Subscription Receipts and CDS Subscription Receipts, the Corporation will cause the issuance and registration of the applicable Underlying Securities in the name of the holders of Uncertificated Subscription Receipts and the Corporation will direct the Depository to cause to be issued book entry only system customer confirmations to the beneficial holders of the Underlying Securities.

(6)

Rights on Issuance: The holder of any Underlying Securities deemed to be issued pursuant to Section 4.1(3) hereof shall have no rights hereunder except to be issued the Units pursuant to the conversion of the Subscription Receipts and upon issuance of the Underlying Securities pursuant to Section 4.1(4) hereof, the Subscription Receipt Certificates will represent only the right of the holders thereof to be issued the Units pursuant to the conversion of the Subscription Receipts.

(7)

Direction of Subscription Receipt Agent: Provided that the Escrow Release Notice is received by the Subscription Receipt Agent at or before the Escrow Release Deadline, the parties hereby irrevocably authorize the issuance of the applicable Underlying Securities pursuant to Section 4.1(2) hereof upon delivery of the applicable Escrow Release Notice. A treasury direction will be delivered to the Transfer Agent and Warrant Agent, as applicable, for the issuance of the Underlying Securities.

(8)

Release of Escrowed Funds: Upon receipt of the applicable Escrow Release Notice set out in Section 4.1(2) hereof, the Subscription Receipt Agent will release the Brokered Escrowed Funds or Non-Brokered Escrowed Funds, as applicable, in accordance with Section 6.3 hereof. In respect of the Brokered Offering only, the Subscription Receipt Agent will release the remaining Underwriters’ Fee and the Earned Interest thereon to the Lead Underwriter, and release the balance of the Brokered Escrowed Funds to the Corporation (less an amount payable to the Subscription Receipt Agent equal to its reasonable fees for services rendered and disbursements incurred).

(9)	Register of Underlying Securities: The Corporation shall be deemed to enter on the register for the Underlying Securities, the names of each holder of Subscription Receipts as the holder of record of such number of Underlying Securities to which each Subscription Receiptholder is entitled.

(10)

Delivery of Underlying Securities: Within two Business Days after the receipt of the applicable Escrow Release Notice, the Subscription Receipt Agent shall cause delivery of the Underlying Securities in certificate or uncertificated form to the person or persons entitled thereto. For greater clarity, all Subscription Receipts will be deemed cancelled upon conversion thereof.

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Section 4.2 Effect of Issuance of Underlying Securities

Upon the issuance of the Underlying Securities pursuant to the conversion of the Subscription Receipts in accordance with Section 4.1(3) hereof, the Underlying Securities thereby issuable will be issued, and the Person or Persons to whom such securities are to be issued will be the holder or holders of record thereof, on the Release Date unless the transfer registers for the Underlying Securities are closed on the Release Date, in which case such Underlying Securities will be deemed to have been issued and such Person or Persons will become the holder or holders of record thereof on the date on which such transfer registers are reopened, but such Underlying Securities will be issued on the basis of the number of Underlying Securities to which such Person or Persons were entitled on the Release Date.

Section 4.3 Fractions

The Corporation shall not be required, upon issuance of the Underlying Securities pursuant to the conversion of the Subscription Receipts or upon any adjustment in accordance with Article 7 hereof, to issue fractions of Underlying Securities to any Person or to issue certificates which evidence a fractional Underlying Security. To the extent that a Subscription Receiptholder would otherwise have been entitled to receive a fraction or fractions of an Underlying Security pursuant to the Subscription Receipts, that Subscription Receiptholder may exercise such right in respect of the fraction or fractions only in combination with its entitlement to a fraction or fractions of an Underlying Security in respect of another Subscription Receipt or other Subscription Receipts that in the aggregate entitle the Subscription Receiptholder to receive a whole number of Underlying Securities and the Corporation shall issue such whole Underlying Securities to the Subscription Receiptholder in respect of those fractions that in the aggregate form whole Underlying Securities. Subject to the above, all remaining fractions of an Underlying Security will be rounded down to the nearest whole number without any payment or compensation in lieu thereof.

Section 4.4 Recording

The Corporation will record (or cause to be recorded) the name and address of each Person to whom Underlying Securities are issued and the number of such securities so issued on the Release Date.

Section 4.5 Securities Restrictions

(1)

General: No Underlying Securities will be issued pursuant to any Subscription Receipt if the issue of such Underlying Securities would constitute a violation of the securities laws of any jurisdiction and, without limiting the generality of the foregoing, the certificates representing the Underlying Securities thereby issued will bear such legend or legends as may, in the opinion of Counsel to the Corporation, be necessary or advisable in order to avoid a violation of any securities laws of any jurisdiction or to comply with the requirements of any stock exchange on which the Underlying Securities or the Common Shares are then listed, provided that if, at any time, in the opinion of Counsel to the Corporation, such legend or legends are no longer necessary or advisable in order to avoid a violation of any such laws or requirements, or the holder of any such legended certificate, at the expense thereof, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of Counsel satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such Underlying Securities in a transaction in which such legend or legends are not required, such legended certificate may thereafter be surrendered to the applicable transfer agent in exchange for a certificate which does not bear such legend or legends.

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(2)

Canadian Legend on Underlying Securities: In the event that the Underlying Securities are issued before the Escrow Release Deadline, the Underlying Securities issued, or written notices delivered in respect of ownership of the Underlying Securities, upon the conversion of the Subscription Receipts shall bear the following legend:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE APRIL 7, 2023.”

and, if applicable under the policies of the TSXV, the additional legend as follows:

WITHOUT PRIOR WRITTEN APPROVAL OF TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT BEFORE APRIL 7, 2023”

(3)	United States Legend on Underlying Securities:

(a)

Each Underlying Security issued to a U.S. Purchaser, and each Underlying Security issued in exchange therefor in substitution or transfer thereof, for so long as required by the U.S. Securities Act or applicable state securities laws, shall bear the following legend:

“THE SECURITIES REPRESENTED HEREBY [FOR WARRANTS INCLUDE: AND THE SECURITIES ISSUABLE ON EXERCISE HEREOF] HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE ISSUER THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT, (D) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (1) RULE 144 THEREUNDER, IF AVAILABLE, OR (2) RULE 144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (E) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS AND, IN THE CASE OF (D)(1) AND (E) ABOVE, AFTER THE SELLER FURNISHES TO THE ISSUER AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA”

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(b)

Each Warrant issued to a U.S. Purchaser, and each Warrant issued in exchange therefor in substitution or transfer thereof, for so long as required by the U.S. Securities Act or applicable state securities laws, shall also bear the following legend:

“THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THESE SECURITIES MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON OR A PERSON IN THE UNITED STATES UNLESS THESE SECURITIES AND THE UNDERLYING SECURITIES HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.”

ARTICLE 5

COVENANTS

Section 5.1 Covenants of the Corporation

The Corporation covenants with the Lead Underwriter, the Subscription Receipt Agent and the Subscription Receiptholders, that so long as any Subscription Receipts remain outstanding:

(1)

Maintenance: The Corporation will use its commercially reasonable efforts to at all times maintain its corporate existence, carry on and conduct its business, and that of its material subsidiaries, in a proper, efficient and business-like manner and keep or cause to be kept proper books of account in accordance with generally accepted accounting principles.

(2)	Reservation of Underlying Shares and Warrant Shares: The Corporation will reserve and conditionally allot and keep available sufficient unissued Underlying Shares and Warrant Shares to enable it to satisfy its obligations pursuant to the Subscription Receipts and Warrants.

(3)

Issue of Underlying Securities: The Corporation will cause the Underlying Securities to be issued pursuant to the conversion of the Subscription Receipts and the certificates representing such Underlying Securities to be issued in accordance with the provisions of this Agreement and all Underlying Shares and Warrant Shares that are issued pursuant to the conversion of the Subscription Receipts and the exercise of the Warrants will be fully paid and non-assessable Common Shares of the Corporation and all Warrants that are issued pursuant to the Subscription Receipts will be duly and validly created and issued pursuant to the Warrant Indenture.

(4)	Notification of Completion or Termination: The Corporation will provide written notification to the Subscription Receipt Agent of the satisfaction of the Escrow Release Conditions (by way of the Escrow Release Notices) or the Termination Date (by way of the Termination Notice), as the case may be.

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(5)

Securities Exchange Commission Certification: The Corporation confirms that as at the date of execution of this Agreement it does not have a class of securities registered pursuant to Section 12 of the U.S. Exchange Act) or have a reporting obligation pursuant to Section 15(d) of the U.S. Exchange Act.

The Corporation covenants that in the event that (i) any class of its securities shall become registered pursuant to Section 12 of the U.S. Exchange Act or Corporation shall incur a reporting obligation pursuant to Section 15(d) of the U.S. Exchange Act, or (ii) any such registration or reporting obligation shall be terminated by the Corporation in accordance with the U.S. Exchange Act, the Corporation shall promptly deliver to the Subscription Receipt Agent an officers’ certificate (in a form provided by the Subscription Receipt Agent) notifying the Subscription Receipt Agent of such registration or termination and such other information as the Subscription Receipt Agent may require at the time. The Corporation acknowledges that the Subscription Receipt Agent is relying upon the foregoing representation and covenants in order to meet certain United States Securities and Exchange Commission (“SEC”) obligations with respect to those clients who are filing with the SEC.

(6)

Open Registers: The Corporation will cause the Subscription Receipt Agent to keep open the registers of holders referred to in Section 3.1 hereof as required by such section and will not take any action or omit to take any action which would have the effect of preventing the Subscription Receiptholders from receiving any of the Units issued pursuant to the conversion of the Subscription Receipts.

(7)	Filings: The Corporation will make all requisite filings, including filings with appropriate securities commissions and stock exchanges, in connection with the issue of the Units pursuant to the conversion of the Subscription Receipts.

(8)	Record Dates: The Corporation shall provide at least 10 Business Days’ written notice to each holder of Subscription Receipts of any record date to be set or declared by the Corporation with respect to any meeting or written resolution of holders of Common Shares.

(9)	Notice of Default: The Corporation will promptly advise the Subscription Receipt Agent, the Subscription Receiptholders and the Lead Underwriter in writing of any default under the terms of this Agreement.

(10)

Notices to Subscription Receiptholders: Any notices or deliveries required to be provided to holders of Subscription Receipts hereunder shall be sent by email transmission, prepaid mail or delivery to each holder of Subscription Receipts at the address of such holder appearing on the register of Subscription Receipts maintained hereunder.

(11)

General Performance. The Corporation will well and truly perform and carry out all of the acts or things to be done by it as provided in this Agreement and the MIPA, and it will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, all other acts, deeds and assurances in law as may reasonably be required for the better accomplishing and effecting the intentions and provisions of this Agreement and the MIPA.

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(12)	TSXV Listing. The Corporation will use commercially reasonable efforts to meet all listing requirements of the TSXV; and

(13)	Satisfaction of Escrow Release Conditions. The Corporation will use commercially reasonable efforts to satisfy the Escrow Release Conditions prior to the Escrow Release Deadline.

Any failure to comply with this section will result in the right of the Subscription Receipt Agent, at its sole discretion, to resign as Subscription Receipt Agent effective immediately, and such right to resign is hereby acknowledged by all the parties to this Agreement.

Section 5.2 Remuneration and Expenses of Subscription Receipt Agent

The Corporation covenants that it will pay to the Subscription Receipt Agent from time to time reasonable remuneration for its services hereunder and will pay or reimburse the Subscription Receipt Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Subscription Receipt Agent in the administration or execution of its duties hereunder (including the reasonable compensation and the disbursements of its counsel and all other advisers and assistants not regularly in its employ) both before any default hereunder and thereafter until all duties of the Subscription Receipt Agent hereunder shall be finally and fully performed, except for any expense, disbursement or advance that arises out of or results from the Subscription Receipt Agent’s gross negligence, fraud, wilful misconduct or bad faith. Any amount owing hereunder and remaining unpaid after 30 days from the invoice date will bear interest at the then current rate charged by the Subscription Receipt Agent against unpaid invoices and shall be payable upon demand. This Section 5.4 shall survive the resignation of the Subscription Receipt Agent and/or the termination of this Agreement.

Section 5.3 Notice of Issue

The Corporation will give written notice of and make all requisite filings respecting the issue of securities pursuant to the Subscription Receipts, in such detail as may be required, to each securities commission, stock exchange, or similar regulatory authority in each jurisdiction in which there is legislation or regulations requiring the giving of any such notice or making of any such filing in order that such issue of securities and the subsequent disposition of the securities so issued will not be subject to the prospectus or registration requirements, if any, of such legislation or regulations.

Section 5.4 Securities Qualification Requirements

If any instrument is required to be filed with, or any permission is required to be obtained from, any Governmental Authority or any other step is required under any applicable law before any Units which a Subscription Receiptholder is entitled to acquire pursuant to the Subscription Receipts may properly and legally be issued, the Corporation covenants that it will promptly take such required action.

Section 5.5 Performance of Covenants by Subscription Receipt Agent

If either the Corporation fails to perform any of the obligations thereof under this Agreement, the Subscription Receipt Agent may notify the Subscription Receiptholders of such failure or may itself perform any of such obligations capable of being performed by the Subscription Receipt Agent, but the Subscription Receipt Agent will have no obligation to notify the Subscription Receiptholders that it is so doing. All amounts expended or advanced by the Subscription Receipt Agent in so doing will be repayable as provided in Section 5.4 hereof. No such performance, expenditure or advance by the Subscription Receipt Agent will relieve the Corporation of any default or of its continuing obligations hereunder.

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ARTICLE 6

DEPOSIT OF PROCEEDS AND

CANCELLATION OF SUBSCRIPTION RECEIPTS

Section 6.1 Deposit of Escrowed Proceeds in Escrow

The Corporation shall direct that the Lead Underwriter, on its behalf and on behalf of the other Underwriters, deliver the Brokered Escrowed Proceeds to the Subscription Receipt Agent on the Closing Date of the Brokered Offering by electronic wire transfer in immediately available funds, and upon receipt of such funds, the Subscription Receipt Agent shall deliver a signed receipt acknowledging receipt of the Brokered Escrowed Proceeds. The Corporation shall deliver or cause to be delivered the Non-Brokered Escrowed Proceeds to the Subscription Receipt Agent on the Closing Date by electronic wire transfer, in immediately available funds, and upon receipt of such funds, the Subscription Receipt Agent shall deliver a signed receipt acknowledging receipt of the Non-Brokered Escrowed Proceeds. The Subscription Receipt Agent shall immediately place such funds in segregated accounts in accordance with the provisions of this Article 6. The Corporation acknowledges and agrees that it is a condition of the payment by the Subscription Receiptholders of the aggregate Offering Price that the Escrowed Funds are held by the Subscription Receipt Agent in accordance with the provisions of this Article 6. The Corporation further acknowledges and confirms that it has no interest in the Escrowed Proceeds or in the Earned Interest accrued thereon unless and until the applicable Escrow Release Notice is delivered to the Subscription Receipt Agent. The Subscription Receipt Agent shall retain the Escrowed Proceeds and the Earned Interest accrued thereon for the benefit of the holders of the Subscription Receipts and, upon the delivery of the applicable Escrow Release Notices set out in Section 4.1 hereof, to the Subscription Receipt Agent, retroactively for the benefit of the Corporation and the Underwriters in accordance with the provisions of this Article 6.

Section 6.2 Investment of Escrowed Funds

(1)

Until released in accordance with this Agreement, the Escrowed Funds in Canadian dollars shall be kept segregated in the records of the Subscription Receipt Agent and shall be deposited in one or more segregated interest bearing trust accounts, to be denominated in Canadian dollars, to be maintained by the Subscription Receipt Agent in the name of the Subscription Receipt Agent at one or more banks set forth in Section 6.2(6) hereof (each such bank, an “Approved Bank”). Of the amount of interest, if any, earned by the Subscription Receipt Agent on such deposited monies, the Subscription Receipt Agent shall credit to the Escrowed Funds an amount that is equal to 0.20% less than the target overnight rate of interest announced from time to time by The Bank of Canada, converted to a daily rate, and applied to the Escrowed Proceeds, calculated daily (“Earned Interest”). Such calculated amount shall be credited by the Subscription Receipt Agent to the Escrowed Funds within three (3) Business Days of each month-end. The Subscription Receipt Agent may retain the remaining amount of interest, if any, that was earned on such deposited monies for its own use and benefit. Notwithstanding the foregoing, (i) in no event will the Subscription Receipt Agent be obligated to pay or credit any amount on account of interest that exceeds the amount of interest earned from the Approved Bank(s) on the Escrowed Funds, as determined by the Subscription Receipt Agent; and (ii) if an account at any Approved Bank into which the Escrowed Funds or any part thereof has been deposited bears a negative interest rate or there is otherwise any fee or other charge assessed on the account or in respect of the amount of cash on deposit, the cost, as determined by the Subscription Receipt Agent, shall be deducted from the Escrowed Funds.

(2)

Until released in accordance with this Agreement, the Escrowed Funds in US dollars shall be kept segregated in the records of the Subscription Receipt Agent and shall be deposited in one or more segregated interest bearing trust accounts, such accounts to be denominated in US dollars, to be maintained by the Subscription Receipt Agent in the name of the Subscription Receipt Agent at one or more Approved Banks. Of the amount of interest, if any, earned by the Subscription Receipt Agent on such deposited monies, the Subscription Receipt Agent shall credit to the Escrowed Funds an amount that is equal to the average 90 day US TBill rate minus 0.50%. Such calculated amount shall be credited by the Subscription Receipt Agent to the Escrowed Funds within three (3) Business Days of each month-end. The Subscription Receipt Agent may retain the remaining amount of interest, if any, that was earned on such deposited monies for its own use and benefit. Notwithstanding the foregoing, (i) in no event will the Subscription Receipt Agent be obligated to pay or credit any amount on account of interest that exceeds the amount of interest earned from the Approved Bank(s) on the Escrowed Funds, as determined by the Subscription Receipt Agent; and (ii) if an account at any Approved Bank into which the Escrowed Funds or any part thereof has been deposited bears a negative interest rate or there is otherwise any fee or other charge assessed on the account or in respect of the amount of cash on deposit, the cost, as determined by the Subscription Receipt Agent, shall be deducted from the Escrowed Funds.

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(3)

All amounts held by the Subscription Receipt Agent pursuant to this Agreement shall be held by the Subscription Receipt Agent for the benefit of the Subscription Receiptholders and the delivery of the Escrowed Funds to the Subscription Receipt Agent shall not give rise to a debtor-creditor or other similar relationship between the Subscription Receipt Agent and the Subscription Receiptholders. The amounts held by the Subscription Receipt Agent pursuant to this Agreement are the sole risk of the Subscription Receiptholders and, without limiting the generality of the foregoing, the Subscription Receipt Agent shall have no responsibility or liability for any diminution of the Escrowed Funds which may result from any deposit made with an Approved Bank pursuant to this Section 6.2, including any losses resulting from a default by the Approved Bank or other credit losses (whether or not resulting from such a default) and any credit or other losses on any deposit liquidated or sold prior to maturity. The Corporation and the Lead Underwriter acknowledge and agree that the Subscription Receipt Agent acts prudently in depositing the Escrowed Funds at any Approved Bank, and that the Subscription Receipt Agent is not required to make any further inquiries in respect of any such bank.

(4)

At any time and from time to time, the Corporation shall be entitled to direct the Subscription Receipt Agent by written notice (a) not to deposit any new amounts in any Approved Bank specified in the notice and/or (b) to withdraw all or any of the Escrowed Funds that may then be deposited with any Approved Bank specified in the notice and re-deposit such amount with one or more of such other Approved Banks as specified in the notice. With respect to any withdrawal notice, the Subscription Receipt Agent will endeavor to withdraw such amount specified in the notice as soon as reasonably practicable and the Corporation acknowledges and agrees that such specified amount remains at the sole risk of the Subscription Receiptholders prior to and after such withdrawal.

(5)

For tax reporting purposes, all interest or other taxable income earned from the investment of the Escrowed Funds in any tax year shall (i) to the extent such interest is distributed by the Subscription Receipt Agent to any person or entity pursuant to the terms of this Agreement during such tax year, be allocated to such person or entity, and (ii) otherwise be allocated to the Corporation in the taxation year that it was earned, notwithstanding that no such amount has been distributed. The Subscription Receiptholders and Corporation agree to provide the Subscription Receipt Agent with their certified tax identification numbers and others forms, documents and information that the Subscription Receipt Agent may request in order to fulfill any tax reporting function.

(6)	The Approved Banks include the following:

Approved Banks for CAD

Bank	Relevant S&P Issuer Credit Rating (as at June 1st, 2022)
Bank of America NA	A+
Bank of Montreal	A+
The Bank of Nova Scotia	A+
Bank of Scotland	A+
Bank of Tokyo-Mitsubishi UFJ	A
BNP Paribas	A+
Canadian Imperial Bank of Commerce	A+
Citibank NA	A+
National Bank of Canada	A
Royal Bank of Canada	AA-
Societe Generale (Canada Branch)	A
The Toronto-Dominion Bank	AA-

Approved Banks for USD

Bank	Relevant S&P Issuer Credit Rating (as at June 1st, 2022)
Bank of America NA	A+
Bank of Montreal	A+
The Bank of Nova Scotia	A+
Bank of Tokyo-Mitsubishi UFJ	A
BMO Harris Bank	A+
BNP Paribas	A+
Canadian Imperial Bank of Commerce	A+
Santander UK Plc	A
Societe Generale	A

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Section 6.3 Release of Escrowed Funds

(1)

The Subscription Receipt Agent shall release the Brokered Escrowed Funds as follows:

(a)

in the event that the applicable Escrow Release Notice set out in Section 4.1 hereof is delivered to the Subscription Receipt Agent prior to the applicable Termination Date: (x) release on the Release Date an amount equal to the remaining Underwriters’ Fee plus any Earned Interest thereon to the Lead Underwriter, on behalf of the Underwriters, pursuant to payment instructions delivered in the applicable Escrow Release Notice or as otherwise provided by the Lead Underwriter, on behalf of the Underwriters; and (y) release on the Release Date the balance of the Brokered Escrowed Funds to the Corporation or as directed by the Corporation, less an amount payable to the Subscription Receipt Agent equal to its reasonable fees for services rendered and disbursements incurred; or

(b)

following the applicable Termination Date, the Subscription Receipt Agent shall pay to those Subscription Receiptholders from the Brokered Escrowed Funds an amount equal to the aggregate Offering Price for those Subscription Receipts plus their pro rata portion of Earned Interest earned on the Brokered Escrowed Funds (less applicable withholding tax, if any) and the Subscription Receipt Agent shall, within three Business Days of the applicable Termination Date, electronic wire transfer, mail or deliver, or cause to be mailed or delivered a cheque, to those Subscription Receiptholders in the amount so payable at the address on the register of holders of Subscription Receipts. If the Brokered Escrowed Funds are insufficient for the Subscription Receipt Agent to make the payment pursuant to the foregoing in full, the Corporation shall pay within one Business Day of the applicable Termination Date to the Subscription Receipt Agent an amount equal to such shortfall in order that the Subscription Receipt Agent can timely make the payment required by the foregoing; and

(2)

the Subscription Receipt Agent shall release the Non-Brokered Escrowed Funds as follows:

(a)

in the event that the applicable Escrow Release Notice set out in Section 4.1 hereof is delivered to the Subscription Receipt Agent prior to the applicable Termination Date, release on the Release Date the Non-Brokered Escrowed Funds to the Corporation or as directed by the Corporation; or

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(b)

following the applicable Termination Date, the Subscription Receipt Agent shall pay to those Subscription Receiptholders from the Non-Brokered Escrowed Funds an amount equal to the aggregate Offering Price for those Subscription Receipts plus their pro rata portion of Earned Interest earned on the Non- Brokered Escrowed Funds (less applicable withholding tax, if any) and the Subscription Receipt Agent shall, within three Business Days of the applicable Termination Date, electronic wire transfer, mail or deliver, or cause to be mailed or delivered a cheque to those Subscription Receiptholders in the amount so payable at the address on the register of holders of Subscription Receipts. If the Non-Brokered Escrowed Funds are insufficient for the Subscription Receipt Agent to make the payment pursuant to the foregoing in full, the Corporation shall pay within one Business Day of the applicable Termination Date to the Subscription Receipt Agent an amount equal to such shortfall in order that the Subscription Receipt Agent can timely make the payment required by the foregoing.

(3)

The obligation to make the payment of the amounts specified in Section 6.3(1)(b) and Section 6.3(2)(b) hereof shall be satisfied, in the case of CDS Subscription Receipts, by wire transfer of immediately available funds made by the Subscription Receipt Agent to the Depository or otherwise by the Subscription Receipt Agent mailing cheques made payable to the Subscription Receiptholders at their registered addresses. Upon receipt of a wire transfer or the delivery of any cheque (and, in the case of a cheque, provided such cheque has been honoured for payment, if presented for payment within six months of the date thereof) all rights evidenced by the Subscription Receipts held by a Subscription Receiptholder shall be satisfied and such Subscription Receipts shall be void and of no value or effect.

Section 6.4 Additional Payments by the Corporation

The Corporation shall, no later than 4 Business Days before the date upon which any amount due hereunder from the Corporation, if any, is required to be paid pursuant to this Article 6, pay to the Subscription Receipt Agent such amount, if any, in immediately available funds as will be sufficient to allow the Subscription Receipt Agent to pay in full the amounts required to be paid under this Article 6. The Corporation shall notify in writing the Subscription Receipt Agent of such payments when made.

Section 6.5 Withholding

The Subscription Receipt Agent shall be entitled to deduct and withhold from any amount released pursuant to this Agreement all taxes which may be required to be deducted or withheld under any provision of applicable tax law. All such withheld amounts will be treated as having been delivered to the party entitled to the amount released in respect of which such tax has been deducted or withheld and remitted to the appropriate taxing authority.

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Section 6.6 Escrowed Funds Held in Trust

In addition to the other rights granted to holders of Subscription Receipts in this Agreement, until the earlier of the Termination Date and the Release Date, each holder of Subscription Receipts has a claim against the Escrowed Funds held by the Subscription Receipt Agent and against the Corporation, in the amount equal to $3.00 (or if in United States Dollars (US$), then such amount calculated based on the Offering Price converted at the Bank of Canada daily exchange rate or such other exchange rate as determined by the Corporation (in its sole discretion) as at the Closing Date) for each Subscription Receipt held by such holder, which claim shall subsist until such time as the Units issuable pursuant to the conversion of such Subscription Receipts are issued or such amount is paid in full. In the event that, prior to the earlier of the Termination Date and the first Business Day following the Release Date, the Corporation (i) makes a general assignment for the benefit of creditors or any proceeding is instituted by the Corporation seeking relief on behalf thereof as a debtor, or to adjudicate the Corporation a bankrupt or insolvent, or seeking liquidation, winding-up, reorganization, arrangement, adjustment or composition of the Corporation or the debts of the Corporation under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, receiver and manager, trustee, custodian or similar official for the Corporation or any substantial part of the property or assets of the Corporation or the Corporation takes any corporate action to authorize any of the actions set forth above, or (ii) the Corporation shall be declared bankrupt, or a receiver, receiver and manager, trustee, custodian or similar official is appointed for the Corporation or any substantial part of the property or assets of the Corporation or an encumbrancer shall legally take possession of any substantial part of the property or assets of the Corporation or a distress or execution or any similar process is levied or enforced against such property and assets and remains unsatisfied for such period as would permit such property or such part thereof to be sold thereunder, the right of each holder of Subscription Receipts to be issued Units pursuant to the conversion of the Subscription Receipts of such holder will terminate and such holder will be entitled to assert a claim, against the Escrowed Funds held by the Subscription Receipt Agent and against the Corporation for any shortfall, in an amount equal to $3.00 (or if in United States Dollars (US$), then such amount calculated based on the Offering Price converted at the Bank of Canada daily exchange rate or such other exchange rate as determined by the Corporation (in its sole discretion) as at the Closing Date) for each Subscription Receipt held by such holder plus Earned Interest earned thereon less any withholding tax required to be withheld in respect thereof.

Section 6.7 Representation Regarding Third Party Interests

Each of the Corporation and the Lead Underwriter (in this Section 6.7 referred to as a “representing party”) hereby represents to the Subscription Receipt Agent that any account to be opened by, or interest to be held by, the Subscription Receipt Agent in connection with this Agreement, for or to the credit of such representing party, either (i) is not intended to be used by or on behalf of any third party; or (ii) is intended to be used by or on behalf of a third party, in which case such representing party hereby agrees to complete, execute and deliver forthwith to the Subscription Receipt Agent a declaration of third party interest in the Subscription Receipt Agent’s prescribed form in accordance with the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the regulations thereto, or in such other form as may be satisfactory to it, as to the particulars of such third party.

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ARTICLE 7

ADJUSTMENTS

Section 7.1 Adjustment of Number of Underlying Securities

The Subscription Receipts shall be subject to adjustment from time to time in the following circumstances and manner:

(1)	Subject to Section 7.2, if and whenever at any time from the Closing and prior to the applicable Release Date, the Corporation shall:

(a)

subdivide, redivide or change its outstanding Common Shares into a greater number of shares;

(b)

reduce, combine or consolidate its outstanding Common Shares into a smaller number of shares; or

(c)

issue Common Shares or securities convertible into or exchangeable for Common Shares to the holders of all or substantially all of the outstanding Common Shares by way of a stock dividend or make a distribution to all or substantially all of the holders of Common Shares on its outstanding Common Shares payable in Common Shares or securities convertible into or exchangeable for Common Shares;

then, in each such event, the number of Underlying Shares and Warrants issuable upon conversion of the Subscription Receipts shall be adjusted immediately after the effective date of such subdivision, redivision, change, reduction, combination or consolidation, or the record date for such issue of Common Shares by way of a stock dividend or distribution, as the case may be, by multiplying the number of Underlying Shares and Warrants issuable upon conversion of the Subscription Receipts by a fraction:

(i)

the numerator of which shall be the total number of Common Shares outstanding immediately after such date; and

(ii)

the denominator of which shall be the total number of Common Shares outstanding immediately prior to such date.

Such adjustment shall be made successively whenever any event referred to in this Section 7.1(1) shall occur. Any such issue or distribution of Common Shares or securities convertible into or exchangeable for Common Shares shall be deemed to have been made on the record date for such issue or distribution for the purpose of calculating the number of outstanding Common Shares under Section 7.1(2) and Section 7.1(3).

(2)

Subject to Section 7.2, if and whenever at any time from the Closing and prior to the applicable Release Date, the Corporation shall fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible into or exchangeable for Common Shares) at a price per share (or having a conversion or exchange price per share) less than 95% of the Current Market Price on such record date, the number of Underlying Shares and Warrants issuable upon conversion of the Subscription Receipts shall be adjusted immediately after such record date so that it shall equal the number determined by multiplying the number of Underlying Shares and Warrants issuable upon conversion of the Subscription Receipts by a fraction:

(a)

the numerator of which shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares offered for subscription or purchase or into which the convertible or exchangeable securities so offered are convertible or exchangeable; and

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(b)

the denominator of which shall be the total number of Common Shares outstanding on such record date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by such Current Market Price.

Any Common Shares owned by or held for the account of the Corporation or any Subsidiary shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the number of Underlying Shares and Warrants issuable upon conversion of the Subscription Receipts shall be readjusted to the number of Underlying Shares and Warrants issuable upon conversion of the Subscription Receipts which would then be in effect if such record date had not been fixed or to the number of Underlying Shares and Warrants issuable upon conversion of the Subscription Receipts which would then be in effect based upon the number of Common Shares (or securities convertible into or exchangeable for Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be.

(3)	Subject to Section 7.2, if and whenever at any time from the Closing and prior to the applicable Release Date, the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of:

(a)

shares of the Company of any class other than Common Shares or other securities of the Corporation;

(b)

rights, options or warrants to acquire Common Shares (or securities convertible into or exchangeable for Common Shares) or other securities of the Corporation;

(c)

evidences of its indebtedness; or

(d)

any property or other assets;

(excluding, in each case, any distribution referred to in Section 7.1(2) or Section 7.1(3)) then, in each such case, the number of Underlying Shares and Warrants issuable upon conversion of the Subscription Receipts shall be adjusted immediately after such record date so that it shall equal the number determined by multiplying the number of Common Shares and Warrants issuable upon conversion of the Subscription Receipts by a fraction:

(e)

the numerator of which will be the product of the number of Common Shares outstanding on such record date and the Current Market Price on such record date; and

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(f)

the denominator of which will be:

(i)

the product of the number of Common Shares outstanding on such record date and the Current Market Price on such record date; less

(ii)

the aggregate fair market value, as determined by the directors of the Corporation, acting reasonably, (whose determination, absent manifest error, will be conclusive), to the holders of Common Shares of such shares, other securities, rights, options, warrants, evidences of indebtedness or other assets so distributed.

(4)

Subject to Section 7.2, if and whenever at any time from the Closing and prior to the Release Date, there is a reclassification of the Common Shares or a capital reorganization of the Corporation (other than as described in Section 7.1(1), Section 7.1(2) or Section 7.1(3)) or an amalgamation, arrangement or merger of the Company with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity, any Subscription Receiptholder who has not been deemed to have exercised the issuance rights prior to the effective date of such reclassification, reorganization, amalgamation, arrangement, merger, sale or conveyance shall, upon the exercise or deemed exercise of the Subscription Receipts, be entitled to receive and shall accept, in lieu of the number of Underlying Shares and Warrants to which the Subscription Receiptholder was prior thereto entitled upon any such exercise or deemed exercise, the kind and number of shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such reclassification, capital reorganization, amalgamation, arrangement or merger or to which such sale or conveyance may be made, as the case may be, that such Subscription Receiptholder would have been entitled to receive on such reclassification, capital reorganization, amalgamation, arrangement, merger, sale or conveyance, if on the record date or the effective date thereof, as the case may be, the Subscription Receiptholder had been the registered holder of the number of Underlying Shares and Warrants to which immediately before the transaction or event he was entitled upon exercise or deemed exercise of the Subscription Receipts. To give effect to or to evidence the provisions of this Section 7.1(4), the Corporation, its successor, or such purchasing body corporate, partnership, trust or other entity, as the case may be, shall, prior to or contemporaneously with any such reclassification, capital reorganization, amalgamation, arrangement, merger, sale or conveyance, enter into an agreement which shall provide, to the extent possible, for the application of the provisions set out in this Agreement with respect to the rights and interests thereafter of the Subscription Receiptholder to the effect that the provisions set out in this Agreement shall thereafter correspondingly be made applicable, as nearly as may reasonably be possible, with respect to any shares, other securities or property to which a Subscription Receiptholder is entitled on the exercise or deemed exercise of the Subscription Receipts thereafter. Any agreement entered into between the Corporation and the Subscription Receipt Agent pursuant to the provisions of this Section 7.1(4) shall be a supplemental agreement entered into pursuant to the provisions of Article 10. Any agreement entered into between the Corporation, any successor to the Corporation or such purchasing body corporate, partnership, trust or other entity and the Subscription Receipt Agent shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 7.1 and which shall apply to successive reclassifications, capital reorganizations, amalgamations, arrangements, mergers, sales or conveyances.

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(5)

In any case in which this Section 7.1 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein the Corporation may defer, until the occurrence of such event, issuing to the holder of any Subscription Receipt in respect of which the Subscription Receipts are deemed to have been exercised after such event, the additional Underlying Shares and Warrants or other securities or property issuable upon such exercise or deemed exercise as the case may be, by reason of the adjustment required by such event before giving effect to such adjustment; provided, however, that the Corporation shall deliver to such Subscription Receiptholder, as soon as reasonably practicable after such record date, an appropriate instrument evidencing such Subscription Receiptholder’s right to receive such additional Underlying Shares and Warrants or other securities or property upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares or other securities or property declared in favour of holders of record of Common Shares or securities or property on and after the relevant date of exercise or deemed exercise, as the case may be, or such later date as such Subscription Receiptholder would, but for the provisions of this Section 7.1(5), have become the holder of record of such additional Common Shares or other securities or property pursuant to this Section 7.1, provided that if the other securities are not securities of the Corporation, the Corporation will not be liable to any holder should the issuer thereof not pay any distribution declared thereon.

(6)

In any case in which Section 7.1(3) requires that an adjustment be made to the number of Underlying Shares and Warrants issuable upon conversion of the Subscription Receipts, no such adjustment shall be made if the Subscription Receipt Agent receives the shares, other securities, rights, options, warrants, evidences of indebtedness or other assets or property referred to in Section 7.1(3), in such kind and number as Subscription Receiptholders would have received if they had been holders of Common Shares on the applicable record date or effective date, as the case may be, by virtue of their right to be issued Underlying Shares and Warrants upon conversion of the Subscription Receipts. Any such shares, other securities, rights, options, warrants, evidences of indebtedness or other assets or property so received by the Subscription Receipt Agent shall be held and distributed by the Subscription Receipt Agent pursuant hereto.

(7)

The adjustments provided for in this Section 7.1 are cumulative and shall be computed to the nearest two decimal places and will apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 7.1, provided that, notwithstanding any other provision of this Section 7.1, no adjustment of the number of Underlying Shares and Warrants issuable upon conversion of the Subscription Receipts shall be required unless such adjustment would require an increase or decrease of at least one percent in the number of Underlying Shares and Warrants issuable upon conversion of the Subscription Receipts, provided, however, that any adjustments which by reason of this Section 7.1(7) are not required to be made shall be carried forward and taken into account in any subsequent adjustment.

(8)

If the Corporation sets a record date to determine the holders of Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and, thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, legally abandons its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment shall be made to the number of Underlying Shares and Warrants issuable upon conversion of the Subscription Receipts.

(9)

After any adjustment pursuant to this Section 7.1, the term “Common Shares” where used in this Agreement shall be interpreted to mean securities of any class or classes which as a result of such adjustment and all prior adjustments pursuant to this Section 7.1, the Subscription Receiptholder is entitled to receive upon conversion of the Subscription Receipts, and the number of Underlying Shares to be issued upon the conversion of the Subscription Receipts shall be interpreted to mean the number of Common Shares or other property or securities a Subscription Receiptholder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this Section 7.1, upon the full conversion of the Subscription Receipts, as the case may be.

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Section 7.2 No Adjustment for Stock Options, etc.

Notwithstanding anything to the contrary in this Article 7, no adjustment shall be made pursuant to this Agreement in respect of the issue of Common Shares pursuant to any stock option or stock purchase plan in force from time to time for officers, directors or employees of the Corporation or pursuant to any stock option granted or other Convertible Security issued by the Corporation prior to the date of this Agreement.

Section 7.3 Determination by Corporation’s Auditors

In the event of any question arising with respect to the adjustments provided for in this Article 7, such question shall, absent manifest error, be conclusively determined by the Corporation’s auditors, who shall have access to all necessary records of the Corporation, and such determination shall, absent manifest error, be binding upon the Corporation, the Lead Underwriter, the Subscription Receipt Agent, all Subscription Receiptholders and all other Persons interested therein.

Section 7.4 Proceedings Prior to any Action Requiring Adjustment

As a condition precedent to the taking of any action which would require an adjustment in any of the acquisition rights pursuant to any of the Subscription Receipts, including the number of Underlying Shares and Warrants (and Warrant Shares upon exercise of any Warrants) which are to be received pursuant to the Subscription Receipts, the Corporation shall take any corporate action which may, in the opinion of its Counsel, be necessary in order that the Corporation or a successor corporation has unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the securities which the holders of such Subscription Receipts and Warrants issued by it are entitled to receive on the full issuance thereof in accordance with the provisions hereof.

Section 7.5 Certificate of Adjustment

The Corporation shall, immediately after the occurrence of any event which requires an adjustment or readjustment as provided in this Article 7, deliver a Certificate of the Corporation to the Subscription Receipt Agent specifying the nature of the event requiring such adjustment or readjustment and the amount of the adjustment or readjustment necessitated thereby and setting out in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate, if required by the Subscription Receipt Agent, shall be supported by a certificate of the Corporation’s auditors verifying such calculation.

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Section 7.6 Notice of Special Matters

The Corporation covenants with the Subscription Receipt Agent that, so long as any Subscription Receipt remains outstanding, it will give notice to the Subscription Receipt Agent and to the Subscription Receiptholders of its intention to fix the record date for any event referred to in Section 7.1(1), Section 7.1(2), Section 7.1(3) and Section 7.1(4) which may give rise to an adjustment in the number of Underlying Shares and Warrants issuable upon conversion of the Subscription Receipts. Such notice shall specify the particulars of such event and the record date for such event, provided that the Corporation shall only be required to specify in the notice such particulars of the event as shall have been fixed and determined on the date on which the notice is given. The notice shall be given in each case not less than 14 days prior to such applicable record date.

Section 7.7 No Action After Notice

The Corporation covenants with the Subscription Receipt Agent and the Lead Underwriter that it will not close its transfer books or take any other corporate action which might deprive the holder of a Subscription Receipt of the opportunity or right to receive Underlying Securities pursuant thereto during the period of 14 days after the giving of the certificate or notices set forth in Section 7.5 and Section 7.6.

Section 7.8 Other Action Requiring Adjustments

If, and whenever at any time from the Closing Date and prior to the Release Date, the Corporation shall take any action affecting or relating to the Common Shares, other than any action described in this Article 7, which in the opinion of the directors of the Corporation would prejudicially affect the rights of any holders of Subscription Receipts, the Exchange Ratio will be adjusted by the directors of the Corporation in such manner, if any, and at such time, as the directors of the Corporation, may in their sole discretion, subject to any requisite regulatory or stock exchange approval, reasonably determine to be equitable in the circumstances to such holders.

Section 7.9 Protection of Subscription Receipt Agent

The Subscription Receipt Agent:

(1)

shall not at any time be under any duty or responsibility to any Subscription Receiptholder to determine whether any facts exist which may require any adjustment contemplated by Section 7.1 hereof, or with respect to the nature or extent of any such adjustment when made or the method employed in making such adjustment;

(2)	shall not be accountable with respect to the validity or value (or the kind or amount) of any Underlying Securities or other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Subscription Receipt;

(3)	shall not be responsible for any failure of the Corporation to issue, transfer or deliver Underlying Securities or certificates representing Underlying Securities or to comply with any of the covenants contained in this Article 7;

(4)	shall not incur any liability or responsibility whatsoever or be in any way responsible for the consequences of any breach on the part of the Corporation of any of the representations, warranties or covenants herein contained or for any acts of the agents of the Corporation; and

(5)	shall be entitled to act and rely upon the certificates of the Corporation or of the auditor of the Corporation and any other documents filed by the Corporation pursuant to Section 7.5 hereof.

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ARTICLE 8

ENFORCEMENT

Section 8.1 Suits by Subscription Receiptholders

All or any of the rights conferred on the holder of any Subscription Receipt by the terms of the Subscription Receipt Certificate representing such Subscription Receipt or of this Agreement may be enforced by such holder by appropriate legal proceedings but without prejudice to the right which is hereby conferred on the Subscription Receipt Agent to proceed in the name thereof or on behalf of the holders of Subscription Receipts to enforce each and every provision herein contained for the benefit of the Subscription Receiptholders.

Section 8.2 Limitation of Liability

The obligations hereunder are not personally binding on, nor will resort hereunder be had to the private property of, any past, present or future Director, shareholder, officer, employee or agent of the Corporation, but only the property of the Corporation shall be bound in respect hereof.

ARTICLE 9

MEETINGS OF SUBSCRIPTION RECEIPTHOLDERS

Section 9.1 Right to Convene Meetings

(1)

Convening of Meeting: The Subscription Receipt Agent may at any time and from time to time convene a meeting of the Subscription Receiptholders, and will do so on receipt of a Written Request of the Corporation or a Subscription Receiptholders’ Request and on being funded and indemnified to its reasonable satisfaction by the Corporation or by one or more of the Subscription Receiptholders signing such Subscription Receiptholders’ Request against the costs which it may incur in connection with calling and holding such meeting.

(2)

Failure to Convene: If the Subscription Receipt Agent fails, within 5 Business Days after receipt of such Written Request of the Corporation or Subscription Receiptholders’ Request, funding and indemnification, to give notice convening a meeting, the Corporation or any of such Subscription Receiptholders, as the case may be, may convene such meeting.

(3)	Place of Meeting: Every such meeting will be held in Vancouver, British Columbia, or such other place as is approved or determined by the Subscription Receipt Agent and the Corporation.

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Section 9.2 Notice

(1)	Notice: At least 10 Business Days’ notice of any meeting must be given to the Subscription Receiptholders, to the Subscription Receipt Agent (unless the meeting has been called by it) and to the Corporation (unless the meeting has been called by it).

(2)

Contents: The notice of the meeting must state the time when and the place where the meeting is to be held and must state briefly the general nature of the business to be transacted thereat, but it will not be necessary for the notice to set out the terms of any resolution to be proposed or any of the provisions of this Article 9.

Section 9.3 Chairperson

Some individual (who need not be a Subscription Receiptholder) designated in writing by the Subscription Receipt Agent will be chairperson of the meeting or, if no individual is so designated or the individual so designated is not present within 15 minutes after the time fixed for the holding of the meeting, the Subscription Receiptholders present in person or by proxy may choose some individual present to be chairperson.

Section 9.4 Quorum

(1)

Quorum: Subject to the provisions of Section 9.12 hereof, at any meeting of Subscription Receiptholders, a quorum will consist of Subscription Receiptholders present in person or by proxy at the commencement of the meeting holding in the aggregate not less than 25% of the total number of Subscription Receipts then outstanding.

(2)

No Quorum: If a quorum of Subscription Receiptholders is not present within 30 minutes after the time fixed for holding a meeting, the meeting, if summoned by Subscription Receiptholders or on a Subscription Receiptholders’ Request, will be dissolved, but, subject to Section 9.12 hereof, in any other case will be adjourned to the third following Business Day at the same time and place and no notice of the adjournment need be given.

(3)	Quorum at Adjourned Meeting: At the adjourned meeting the Subscription Receiptholders present in person or by proxy will form a quorum and may transact any business for which the meeting was originally convened notwithstanding the number of Subscription Receipts that they hold.

Section 9.5 Power to Adjourn

The chairperson of a meeting at which a quorum of the Subscription Receiptholders is present may, with the consent of the meeting, adjourn the meeting, and no notice of such adjournment need be given except as the meeting prescribes.

Section 9.6 Show of Hands

Every question submitted to a meeting, other than an Extraordinary Resolution, will be decided in the first place by a majority of the votes given on a show of hands and, unless a poll is duly demanded as herein provided, a declaration by the chairperson that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority will be conclusive evidence of the fact.

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Section 9.7 Poll

(1)

Extraordinary Resolution: On every Extraordinary Resolution, and on every other question submitted to a meeting on which a poll is directed by the chairperson or requested by one or more Subscription Receiptholders acting in person or by proxy and holding in the aggregate not less than 10% of the total number of Subscription Receipts then outstanding, a poll will be taken in such manner as the chairperson directs.

(2)	Other: Questions other than those required to be determined by Extraordinary Resolution will be decided by a majority of the votes cast on the poll.

Section 9.8 Voting

On a show of hands each Person present and entitled to vote, whether as a Subscription Receiptholder or as proxy for one or more absent Subscription Receiptholders, or both, will have one vote, and on a poll each Subscription Receiptholder present in person or represented by a proxy duly appointed by instrument in writing will be entitled to one vote in respect of each Subscription Receipt held by such holder. A proxy need not be a Subscription Receiptholder.

Section 9.9 Regulations

(1)	Ability to Make: The Subscription Receipt Agent, or the Corporation with the approval of the Subscription Receipt Agent, may from time to time make or vary such regulations as it thinks fit:

(a)

for the form of instrument appointing a proxy, the manner in which it must be executed, and verification of the authority of a Person who executes it on behalf of a Subscription Receiptholder;

(b)

governing the places at which and the times by which instruments appointing proxies must be deposited;

(c)

generally for the calling of meetings of Subscription Receiptholders and the conduct of business thereof; and

(d)

for the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be sent by mail, facsimile or other means of prepaid, transmitted, recorded communication before the meeting to the Corporation or to the Subscription Receipt Agent at the place where the meeting is to be held and for voting pursuant to instruments appointing proxies so deposited as though the instruments themselves were produced at the meeting.

Any regulations so made will be binding and effective and the votes given in accordance therewith will be valid and will be counted.

(2)

Recognition: Except as such regulations provide, the only Persons who will be recognized at a meeting as the holders of any Subscription Receipts, or as entitled to vote or, subject to Section 9.10 hereof, to be present at the meeting in respect thereof, will be the registered holders of such Subscription Receipts or Persons holding proxies on their behalf.

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Section 9.10 The Corporation, the Lead Underwriter and Subscription Receipt Agent may be Represented

The Corporation, the Lead Underwriter and the Subscription Receipt Agent, by their respective employees, officers or directors, and Counsel to the Corporation, the Lead Underwriter and the Subscription Receipt Agent, may attend any meeting of Subscription Receiptholders, but will have no vote as such.

Section 9.11 Powers Exercisable by Extraordinary Resolution

In addition to all other powers conferred on them by the other provisions of this Agreement or by law, the Subscription Receiptholders at a meeting will have the power, exercisable from time to time by Extraordinary Resolution:

(1)

to assent to or sanction any amendment, modification, abrogation, alteration, compromise or arrangement of any right of the Subscription Receiptholders or, with the consent of the Subscription Receipt Agent (such consent not to be unreasonably withheld), of the Subscription Receipt Agent in its capacity as agent hereunder or on behalf of the Subscription Receiptholders against the Corporation, whether such right arises under this Agreement or otherwise, which shall be agreed to by the Corporation, and to authorize the Subscription Receipt Agent to concur in and execute any amendment or indenture supplemental hereto in connection therewith;

(2)	to amend, alter or repeal any Extraordinary Resolution previously passed;

(3)

subject to arrangements as to financing and indemnity satisfactory to the Subscription Receipt Agent, to direct or authorize the Subscription Receipt Agent to enforce any obligation of the Corporation under this Agreement or to enforce any right of the Subscription Receiptholders in any manner specified in the Extraordinary Resolution;

(4)	to direct or authorize the Subscription Receipt Agent to refrain from enforcing any obligation or right referred to in Section 9.11(3) hereof;

(5)	to waive and direct the Subscription Receipt Agent to waive any default by the Corporation in complying with any provision of this Agreement, either unconditionally or on any condition specified in the Extraordinary Resolution;

(6)	to appoint a committee with power and authority to exercise, and to direct the Subscription Receipt Agent to exercise, on behalf of the Subscription Receiptholders, such of the powers of the Subscription Receiptholders as are exercisable by Extraordinary Resolution;

(7)	to restrain any Subscription Receiptholder from taking or instituting any suit, action or proceeding against the Corporation for the enforcement of any obligation of the Corporation under this Agreement or to enforce any right of the Subscription Receiptholders;

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(8)	to direct any Subscription Receiptholder who, as such, has brought any suit, action or proceeding, to stay or discontinue or otherwise deal therewith on payment of the costs, charges and expenses reasonably and properly incurred by it in connection therewith;

(9)

to assent to any change in or omission from the provisions contained in the Subscription Receipt Certificates and this Agreement or any amendment or ancillary or supplemental instrument which may be agreed to by the Corporation or, with the consent of the Subscription Receipt Agent, such consent not to be unreasonably withheld, concerning any such right of the Subscription Receipt Agent, and to authorize the Subscription Receipt Agent to concur in and execute any amendment or ancillary or supplemental indenture embodying the change or omission;

(10)	to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation;

(11)	from time to time and at any time to remove the Subscription Receipt Agent and appoint a successor Subscription Receipt Agent; or

(12)	extend the Escrow Release Deadline.

Section 9.12 Meaning of “Extraordinary Resolution”

(1)

Meaning: The expression “Extraordinary Resolution” when used in this Agreement means, subject to the provisions of this Section 9.12 and of Section 9.15 and Section 9.16 hereof, a motion proposed at a meeting of Subscription Receiptholders duly convened for that purpose and held in accordance with the provisions of this Article 9 at which there are present in person or by proxy at the commencement of the meeting Subscription Receiptholders holding in the aggregate not less than 25% of the total number of Subscription Receipts then outstanding and passed by the affirmative votes of Subscription Receiptholders who hold in the aggregate not less than 66⅔% of the total number of Subscription Receipts represented at the meeting and voted on the motion.

(2)

No Quorum: If, at a meeting called for the purpose of passing an Extraordinary Resolution, the quorum required by Section 9.12(1) hereof is not present within 30 minutes after the time fixed for the meeting, the meeting, if summoned by Subscription Receiptholders or on a Subscription Receiptholders’ Request, will be dissolved, but in any other case will be adjourned to such day, being not less than 5 Business Days or more than 10 Business Days later, and to such place and time, as is appointed by the chairperson.

(3)	Notice: Not less than 3 Business Days’ notice must be given to the Subscription Receiptholders of the time and place of such adjourned meeting.

(4)	Form of Notice: The notice must state that at the adjourned meeting the Subscription Receiptholders present in person or by proxy will form a quorum but it will not be necessary to set forth the purposes for which the meeting was originally called or any other particulars.

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(5)

Quorum at Adjourned Meeting: At the adjourned meeting, the Subscription Receiptholders present in person or by proxy will form a quorum and may transact any business for which the meeting was originally convened, and a motion proposed at such adjourned meeting and passed by the requisite vote as provided in Section 9.12(1) hereof will be an Extraordinary Resolution within the meaning of this Agreement notwithstanding that Subscription Receiptholders holding in the aggregate at least 25% of the total number of Subscription Receipts then outstanding may not be present in person or by proxy at the commencement of such adjourned meeting.

(6)	Poll: Votes on an Extraordinary Resolution must always be given on a poll and no demand for a poll on an Extraordinary Resolution will be necessary.

Section 9.13 Powers Cumulative

Any one or more of the powers, and any combination of the powers, in this Agreement stated to be exercisable by the Subscription Receiptholders by Extraordinary Resolution or otherwise, may be exercised from time to time, and the exercise of any one or more of such powers or any combination of such powers from time to time will not prevent the Subscription Receiptholders from exercising such power or powers or combination of powers thereafter from time to time.

Section 9.14 Minutes

Minutes of all resolutions passed and proceedings taken at every meeting of the Subscription Receiptholders will be made and duly entered in books from time to time provided for such purpose by the Corporation, and any such minutes, if signed by the chairperson of the meeting at which such resolutions were passed or such proceedings were taken, will be prima facie evidence of the matters therein stated, and, until the contrary is proved, every such meeting in respect of the proceedings of which minutes have been so made, entered and signed will be deemed to have been duly convened and held, and all resolutions passed and proceedings taken thereat to have been duly passed and taken.

Section 9.15 Instruments in Writing

Any action that may be taken and any power that may be exercised by Subscription Receiptholders at a meeting held as provided in this Article 9 may also be taken and exercised by Subscription Receiptholders who hold in the aggregate not less than 50% of the total number of Subscription Receipts at the time outstanding or in the case of an Extraordinary Resolution, Subscription Receiptholders who hold in the aggregate not less than 66⅔% of the total number of Subscription Receipts at the time outstanding, by their signing, each in person or by attorney duly appointed in writing, an instrument in writing in one or more counterparts, and the expression “Extraordinary Resolution” when used in this Agreement includes a resolution embodied in an instrument so signed.

Section 9.16 Binding Effect of Resolutions

Every resolution and every Extraordinary Resolution passed in accordance with the provisions of this Article 9 at a meeting of Subscription Receiptholders will be binding on all Subscription Receiptholders, whether present at or absent from the meeting and whether voting for or against the resolution or abstaining, and every instrument in writing signed by Subscription Receiptholders in accordance with Section 9.15 hereof will be binding on all Subscription Receiptholders, whether signatories thereto or not, and every Subscription Receiptholder and the Subscription Receipt Agent (subject to the provisions for its indemnity herein contained) will be bound to give effect accordingly to every such resolution and instrument in writing.

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Section 9.17 Evidence of Subscription Receiptholders

Any request, direction, notice, consent or other instrument which this Agreement may require or permit to be signed or executed by the Subscription Receiptholders, including a Subscription Receiptholders’ Request, may be in any number of concurrent instruments of similar tenor and may be signed or executed by such Subscription Receiptholders in person or by attorney duly appointed in writing. Proof of the execution of any such request, direction, notice, consent or other instrument or of a writing appointing any such attorney or (subject to the provisions of this Article 9 with regard to voting at meetings of Subscription Receiptholders) of the holding by any Person of Subscription Receipts shall be sufficient for any purpose of this Agreement if the fact and date of execution by any Person of such request, direction, notice, consent or other instrument or writing is proved by a certificate of any notary public, or other officer authorized to take acknowledgements of deeds to be recorded at the place where such certificate is made, to the effect that the Person signing such request, direction, notice, consent or other instrument or writing acknowledged to him the execution thereof, by an affidavit of a witness of such execution or in any other manner which the Subscription Receipt Agent may consider adequate. The Subscription Receipt Agent may, nevertheless, in its discretion require further proof in cases where it deems further proof desirable or may accept such other proof as it shall consider proper.

Section 9.18 Holdings by the Corporation and Subsidiaries Disregarded

In determining whether Subscription Receiptholders holding the required total number of Subscription Receipts are present in person or by proxy for the purpose of constituting a quorum, or have voted or consented to a resolution, Extraordinary Resolution, consent, waiver, Subscription Receiptholders’ Request or other action under this Agreement, a Subscription Receipt held by the Corporation or by a subsidiary of the Corporation will be deemed to be not outstanding. The Corporation shall provide the Subscription Receipt Agent with a Certificate of the Corporation providing details of any Subscription Receipts held by the Corporation or by a subsidiary of the Corporation upon the written request of the Subscription Receipt Agent.

ARTICLE 10

SUPPLEMENTAL AGREEMENTS AND SUCCESSOR COMPANIES

Section 10.1 Provision for Supplemental Agreements for Certain Purposes

From time to time the Corporation, the Subscription Receipt Agent and the Lead Underwriter may, without the consent of the Subscription Receiptholders and subject to the provisions of this Agreement, execute and deliver amendments or agreements or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:

(1)

providing for the issuance of additional Subscription Receipts hereunder and any consequential amendments hereto as may be required by the Subscription Receipt Agent provided the same are not prejudicial to the interests of the Subscription Receiptholders based on the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel;

(2)	evidencing the succession, or successive successions, of any other Person to the Corporation and the assumption by such successor of the covenants of, and obligations of, the Corporation under this Agreement;

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(3)

adding to the provisions hereof such additional covenants and enforcement provisions as are necessary or advisable, provided that the same are not in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the Subscription Receiptholders as a group;

(4)	giving effect to any resolution or Extraordinary Resolution passed as provided in Article 9;

(5)	setting forth any adjustments resulting from the application of Article 7;

(6)

making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the Subscription Receiptholders as a group;

(7)	adding to or amending the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipts and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;

(8)

modifying any of the provisions of this Agreement or relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that no such modification or relief shall be or become operative or effective if, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, such modification or relief impairs any of the rights of the Subscription Receiptholders as a group or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any amendment or supplemental agreement or instrument which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and

(9)

for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, the rights of the Subscription Receipt Agent and the Subscription Receiptholders as a group are not prejudiced thereby.

Section 10.2 Successor Entities

In the case of the reclassification of the securities of the Corporation, a capital reorganization of the Corporation or an amalgamation, arrangement, consolidation or merger of the Corporation or transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety with or to another Person (a “successor entity”), the successor entity resulting from the reclassification, capital reorganization, amalgamation, arrangement, consolidation, merger or transfer (if not the Corporation) shall be bound by the provisions hereof and all obligations for the due and punctual performance and observance of each and every covenant and obligation contained in this Agreement to be performed or observed by the Corporation and the successor entity shall by supplemental agreement, satisfactory in form to the Subscription Receipt Agent and executed and delivered to the Subscription Receipt Agent, expressly assume those obligations.

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ARTICLE 11

CONCERNING SUBSCRIPTION RECEIPT AGENT

Section 11.1 Applicable Legislation

If and to the extent that any provision of this Agreement limits, qualifies or conflicts with a mandatory requirement of Applicable Legislation, the mandatory requirement will prevail. The Corporation and the Subscription Receipt Agent each will at all times in relation to this Agreement and any action to be taken hereunder observe and comply with and be entitled to the benefits of Applicable Legislation.

Section 11.2 Rights and Duties of Subscription Receipt Agent

(1)

Duty of Subscription Receipt Agent: In the exercise of the rights and duties prescribed or conferred by the terms of this Agreement, the Subscription Receipt Agent will act honestly and in good faith with a view to the best interests of Subscription Receiptholders and will exercise that degree of care, diligence and skill that a reasonably prudent subscription receipt agent would exercise in comparable circumstances. The Subscription Receipt Agent shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do under the terms hereof; nor shall the Subscription Receipt Agent be required to take notice of any default hereunder, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Subscription Receipt Agent and in the absence of any such notice the Subscription Receipt Agent may for all purposes of this Agreement conclusively assume that no default has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained therein. Any such notice shall in no way limit any discretion herein given to the Subscription Receipt Agent to determine whether or not the Subscription Receipt Agent shall take action with respect to any default.

(2)	No Relief From Liability: No provision of this Agreement will be construed to relieve the Subscription Receipt Agent from liability for its own grossly negligent act, wilful misconduct, fraud or bad faith.

(3)

Actions: The obligation of the Subscription Receipt Agent to commence or continue any act, action or proceeding in connection herewith, including without limitation, for the purpose of enforcing any right of the Subscription Receipt Agent or the Subscription Receiptholders hereunder is on the condition that the Subscription Receipt Agent shall have received a Subscription Receiptholders’ Request specifying the act, action or proceeding which the Subscription Receipt Agent is requested to take and, when required by notice to the Subscription Receiptholders by the Subscription Receipt Agent, the Subscription Receipt Agent is furnished by one or more Subscription Receiptholders with sufficient funds to commence or continue such act, action or proceeding and an indemnity reasonably satisfactory to the Subscription Receipt Agent to protect and hold it harmless against the costs, charges, expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof.

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(4)	Funding: No provision of this Agreement will require the Subscription Receipt Agent to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless it is so indemnified and funded.

(5)

Deposit of Subscription Receipts: The Subscription Receipt Agent may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Subscription Receiptholders at whose instance it is acting to deposit with the Subscription Receipt Agent the Subscription Receipt Certificates held by them, for which certificates the Subscription Receipt Agent will issue receipts.

(6)	Restriction: Every provision of this Agreement that relieves the Subscription Receipt Agent of liability or entitles it to rely on any evidence submitted to it is subject to the provisions of Applicable Legislation.

(7)

Right Not to Act/ Right to Resign: The Subscription Receipt Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Subscription Receipt Agent, in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering, anti-terrorist legislation or economic sanctions legislation, regulation or guideline. Further, should the Subscription Receipt Agent, in its sole judgment, determine at any time that its acting under this Agreement has resulted in its being in non-compliance with any applicable anti-money laundering, anti-terrorist legislation or economic sanctions legislation, regulation or guideline, then it shall have the right to resign on ten days’ written notice to the Corporation provided (a) that the Subscription Receipt Agent’s written notice shall describe the circumstances of such non-compliance; and (b) that if such circumstances are rectified to the Subscription Receipt Agent’s satisfaction, within such 10 day period, then such resignation shall not be effective.

Section 11.3 Evidence, Experts and Advisers

(1)

Evidence: In addition to the reports, certificates, opinions and other evidence required by this Agreement, the Corporation will furnish to the Subscription Receipt Agent such additional evidence of compliance with any provision hereof, and in such form, as is prescribed by Applicable Legislation or as the Subscription Receipt Agent reasonably requires by written notice to the Corporation.

(2)

Reliance by Subscription Receipt Agent: In the exercise of any right or duty hereunder, the Subscription Receipt Agent, if it is acting in good faith, may act and rely, as to the truth of any statement or the accuracy of any opinion expressed therein, on any statutory declaration, opinion, report, certificate or other evidence furnished to the Subscription Receipt Agent pursuant to a provision hereof or of Applicable Legislation or pursuant to a request of the Subscription Receipt Agent, if the Subscription Receipt Agent examines such evidence and determines that it complies with the applicable requirements of this Agreement.

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(3)

Statutory Declaration: Whenever Applicable Legislation requires that evidence referred to in Section 11.3(1) hereof be in the form of a statutory declaration, the Subscription Receipt Agent may accept such statutory declaration in lieu of a Certificate of the Corporation required by any provision hereof. Any such statutory declaration may be made by any one or more of the Chief Executive Officer, Chief Financial Officer or Secretary of the Corporation or by any other officer(s) or director(s) of the Corporation to whom such authority is delegated by the Directors from time to time. In addition, the Subscription Receipt Agent may act and rely and shall be protected in acting and relying upon any resolution, certificate, direction, instruction, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cablegram or other paper or document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or parties.

(4)

Proof of Execution: Proof of the execution of any document or instrument in writing, including a Subscription Receiptholders’ Request, by a Subscription Receiptholder may be made by the certificate of a notary public, or other officer with similar powers, that the Person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution, or in any other manner that the Subscription Receipt Agent considers adequate and in respect of a corporate Subscription Receiptholder, shall include a certificate of incumbency of such Subscription Receiptholder together with a certified resolution authorizing the Person who signs such instrument to sign such instrument.

(5)

Experts: The Subscription Receipt Agent may employ or retain such Counsel, accountants, appraisers, or other experts or advisers as it reasonably requires for the purpose of determining and discharging its rights and duties hereunder and may pay the reasonable remuneration and disbursements for all services so performed by any of them, and will not be responsible for any misconduct or negligence on the part of any of them. The Corporation shall pay or reimburse the Subscription Receipt Agent for any reasonable fees of such Counsel, accountants, appraisers, or other experts or advisors. The Subscription Receipt Agent may act and rely and shall be protected in acting or not acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser or other expert or advisor, whether retained or employed by the Corporation or by the Subscription Receipt Agent, in relation to any matter arising in the administration of the duties and obligations hereof.

Section 11.4 Documents, Money, Etc. held by Subscription Receipt Agent

(1)

Safekeeping: Any security, document of title or other instrument that may at any time be held by the Subscription Receipt Agent subject to the provisions of this Agreement may be placed in the deposit vaults of the Subscription Receipt Agent or of any Canadian chartered bank or deposited for safekeeping with any such bank.

(2)	Interest: Subject to the terms herein, the Earned Interest received by the Subscription Receipt Agent will belong to the Corporation.

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Section 11.5 Action by Subscription Receipt Agent to Protect Interests

The Subscription Receipt Agent will have power to institute and to maintain such actions and proceedings as it considers necessary or expedient to protect or enforce its interests and the interests of the Subscription Receiptholders.

Section 11.6 Subscription Receipt Agent not Required to Give Security

The Subscription Receipt Agent will not be required to give any bond or security in respect of the execution of the duties and obligations and powers of this Agreement.

Section 11.7 Protection of Subscription Receipt Agent

(1)	Protection: By way of supplement to the provisions of any law for the time being relating to subscription receipt agents, it is expressly declared and agreed that:

(a)

the Subscription Receipt Agent will not be liable for or by reason of, or required to substantiate, any statement of fact, representation or recital in this Agreement or in the Subscription Receipt Certificates (except the representation contained in Section 11.9 hereof or in the certification or Authentication of the Subscription Receipt Agent on the Subscription Receipt Certificates), but all such statements or recitals are and will be deemed to be made by the Corporation;

(b)

nothing herein contained will impose on the Subscription Receipt Agent any obligation to see to, or to require evidence of, the registration or filing (or renewal thereof) of this Agreement or any amendment or instrument ancillary or supplemental hereto;

(c)

the Subscription Receipt Agent will not be bound to give notice to any Person of the execution hereof;

(d)

the Subscription Receipt Agent shall not be liable for any error in judgment or for any act done or step taken or omitted by it in good faith or for any mistake, in fact or law, or for anything which it may do or refrain from doing in connection herewith except arising out of its own gross negligence, wilful misconduct, fraud or bad faith;

(e)

the Subscription Receipt Agent will not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach by the Corporation of any obligation or warranty herein contained or of any act of any director, officer, employee or agent of the Corporation;

(f)

the Subscription Receipt Agent, in its personal or any other capacity, may buy, lend upon and deal in securities of the Corporation, including the Subscription Receipts, and generally may contract and enter into financial transactions with the Corporation or any related entity of the Corporation without being liable to account for any profit made thereby;

(g)

the Subscription Receipt Agent shall incur no liability with respect to the delivery or non-delivery of any certificate or certificates whether delivered by hand, mail or any other means provided that they are sent in accordance with the provisions hereof;

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(h)

if the Subscription Receipt Agent delivers any cheque as required hereunder, the Subscription Receipt Agent shall have no further obligation or liability for the amount represented thereby, unless any such cheque is not honoured on presentation, provided that in the event of the non-receipt of such cheque by the payee, or the loss or destruction thereof, the Subscription Receipt Agent, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and, if required by the Subscription Receipt Agent, an indemnity reasonably satisfactory to it, shall issue to such payee a replacement cheque for the amount of such cheque;

(i)

the Subscription Receipt Agent will disburse funds in accordance with the provisions hereof only to the extent that funds have been deposited with it. The Subscription Receipt Agent shall not under any circumstances be required to disburse funds in excess of the amounts on deposit (including an Earned Interest) with the Subscription Receipt Agent at the time of disbursement; and

(j)

notwithstanding the foregoing or any other provision of this Agreement, any liability of the Subscription Receipt Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Subscription Receipt Agent under this Agreement in the twelve (12) months immediately prior to the Subscription Receipt Agent receiving the first notice of the claim. Notwithstanding any other provision of this Agreement, and whether such losses or damages are foreseeable or unforeseeable, the Subscription Receipt Agent shall not be liable under any circumstances whatsoever for any (i) breach by any other party of securities law or other rule of any securities regulatory authority, (ii) lost profits, or (iii) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

(2)

Indemnity: In addition to and without limiting any protection of the Subscription Receipt Agent hereunder or otherwise by law, the Corporation shall at all times indemnify the Subscription Receipt Agent and its affiliates, their successors and assigns, and each of their directors, officers, agents and employees (the “Indemnified Parties”) and save them harmless from and against all claims, demands, losses, actions, causes of action, suits, proceedings, liabilities, damages, costs, charges, assessments, judgments and expenses (including expert consultant and legal fees and disbursements on a solicitor and client basis) whatsoever arising in connection with this Agreement including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Indemnified Parties and expenses incurred in connection with the enforcement of this indemnity, which the Indemnified Parties, or any of them, may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Subscription Receipt Agent’s duties, and including any services that the Subscription Receipt Agent may provide in connection with or in any way relating to this Agreement (unless arising from Subscription Receipt Agent’s gross negligence, fraud, wilful misconduct or bad faith) and including any action or liability brought against or incurred by the Indemnified Parties in relation to or arising out of any breach by the Corporation. Notwithstanding any other provision hereof, the Corporation agrees that their liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding. Notwithstanding any other provision hereof, this indemnity shall survive the resignation or removal of the Subscription Receipt Agent and the termination or discharge of this Agreement.

- 51 -

Section 11.8 Replacement of Subscription Receipt Agent

(1)

Resignation: The Subscription Receipt Agent may resign and be discharged from all further duties and liabilities hereunder, except as provided in this Section 11.8, by giving to the Corporation not less than 60 days’ notice in writing or, if a new subscription receipt agent has been appointed, such shorter notice as the Corporation accepts as sufficient provided that such resignation and discharge shall be subject to the appointment of a successor thereto in accordance with the provisions hereof.

(2)	Removal: The Subscription Receiptholders by Extraordinary Resolution may at any time remove the Subscription Receipt Agent and appoint a new subscription receipt agent.

(3)

Appointment of New Subscription Receipt Agent: If the Subscription Receipt Agent so resigns or is so removed or is dissolved, becomes bankrupt, goes into liquidation or otherwise becomes incapable of acting hereunder, the Corporation shall forthwith appoint a new subscription receipt agent unless a new subscription receipt agent has already been appointed by the Subscription Receiptholders.

(4)

Failure to Appoint: Failing such appointment by the Corporation, the retiring Subscription Receipt Agent or any Subscription Receiptholder may apply at the expense of the Corporation to the Ontario Superior Court, on such notice as the Court directs, for the appointment of a new subscription receipt agent.

(5)

New Subscription Receipt Agent: Any new subscription receipt agent appointed under this Section 11.8 must be a corporation authorized to carry on the business of a transfer agent or trust company in the Province of Ontario and, if required by the Applicable Legislation of any other province, in such other province. On any such appointment the new subscription receipt agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Subscription Receipt Agent without any further assurance, conveyance, act or deed, but there will be immediately executed, at the expense of the Corporation, all such conveyances or other instruments as, in the opinion of Counsel to the Corporation, are necessary or advisable for the purpose of assuring the transfer of such powers, rights, duties and responsibilities to the new subscription receipt agent including, without limitation, an appropriate instrument executed by the new subscription receipt agent accepting such appointment and, at the request of the Corporation, the predecessor Subscription Receipt Agent shall, upon payment of its outstanding remuneration and expenses, execute and deliver to the new subscription receipt agent an appropriate instrument transferring to such new subscription receipt agent all rights and powers of the Subscription Receipt Agent hereunder, and shall duly assign, transfer and deliver to the new subscription receipt agent all securities, property and all records kept by the predecessor Subscription Receipt Agent hereunder or in connection therewith. Any new subscription receipt agent so appointed by the Corporation, the Subscription Receiptholders or by the Court will be subject to removal as aforesaid by the Subscription Receiptholders.

- 52 -

(6)	Notice of New Subscription Receipt Agent: On the appointment of a new subscription receipt agent, the Corporation will promptly give notice thereof to the Subscription Receiptholders in accordance with Section 12.2(1) hereof.

(7)

Successor Subscription Receipt Agent: Any corporation into which the Subscription Receipt Agent is amalgamated or with which it is consolidated or to which all or substantially all of its corporate trust business is sold or is otherwise transferred or any corporation resulting from any consolidation or amalgamation to which the Subscription Receipt Agent is a party shall become the successor Subscription Receipt Agent under this Agreement, without the execution of any document or any further act, provided such corporation would be eligible for appointment as a new subscription receipt agent under Section 11.8(5) hereof.

(8)

Certificates: A Subscription Receipt Certificate certified but not delivered by a predecessor Subscription Receipt Agent may be delivered by the new or successor subscription receipt agent in the name of the predecessor Subscription Receipt Agent or new or successor subscription receipt agent. In case at any time any of the Subscription Receipt Certificates have not been countersigned, a Subscription Receipt Certificate may be countersigned either in the name of the predecessor Subscription Receipt Agent or new or successor subscription receipt agent, and in all such cases such Subscription Receipt Certificates will have the full force provided in the Subscription Receipt Certificates and in this Agreement.

Section 11.9 Acceptance of Duties and Obligations

The Subscription Receipt Agent hereby accepts the duties and obligations in this Agreement declared and provided for and agrees to perform them on the terms and conditions herein set forth. The Subscription Receipt Agent accepts the duties and responsibilities under this Agreement solely as custodian, bailee and agent. No trust is intended to be or will be created hereby and the Subscription Receipt Agent shall owe no duties hereunder as a trustee.

ARTICLE 12

GENERAL

Section 12.1 Notice to the Corporation, the Subscription Receipt Agent and the Lead Underwriter

(1)	Corporation: Unless herein otherwise expressly provided, a notice to be given hereunder to the Corporation, the Subscription Receipt Agent or the Lead Underwriter will be validly given if delivered personally, if sent by registered letter, postage prepaid, or if sent by email transmission:

(a)

if to the Corporation:

101 N. Shoreline Blvd, Suite 450

Corpus Christi TX 78401

		Email:	[Email redacted]
		Attention:	Paul Goranson, CEO and Director

with a copy to (which shall not constitute notice):

Morton Law LLP

1200 - 750 West Pender Street

Vancouver, British Columbia

V6C 2T8

		Email:	[Email redacted]
		Attention:	Edward L. Mayerhofer

- 53 -

(b)

if to the Subscription Receipt Agent:

Computershare Trust Company of Canada

3^rd Floor, 510 Burrard Street

Vancouver, BC V6C 3B9

		Email:	[Email redacted]
		Attention:	General Manager, Corporate Trust

(c)

if to the Lead Underwriter:

Canaccord Genuity Corp.

40 Temperance Street, Suite 2100

Toronto Ontario, M5H 0B4

		Email:	[Email redacted]
		Attention :	Syndication

with a copy (which shall not constitute notice) to:

Cassels Brock & Blackwell LLP

40 King Street West, Suite 2100

Toronto, ON M5H 3C2

		Email:	[Email redacted]
		Attention:	Chad Accursi

and any such notice delivered or transmitted in accordance with the foregoing prior to 4:00 pm Toronto time on a Business Day will be deemed to have been received on the date of delivery or facsimile or email transmission or, if such day is not a Business Day, on the first Business Day following such delivery or transmission, and any such notice sent by registered letter in accordance with the foregoing will be deemed to have been received on the second Business Day following the day of the mailing of the notice.

(2)

Change of Address: The Corporation, the Subscription Receipt Agent or the Lead Underwriter, as the case may be, may from time to time notify each of the other parties hereto in the manner provided in Section 12.1(1) hereof of a change of address which, from the effective date of such notice and until changed by like notice, will be the address of the Corporation, the Subscription Receipt Agent or the Lead Underwriter, as the case may be, for all purposes of this Agreement.

(3)

Postal Interruption: If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving Canadian postal employees, a notice to be given to the Corporation, the Subscription Receipt Agent or the Lead Underwriter hereunder could reasonably be considered unlikely to reach or likely to be delayed in reaching its destination, the notice will be valid and effective only if it is delivered to an officer of the party to which it is addressed. Any notice delivered in accordance with the foregoing will be deemed to have been received on the date of delivery to such officer.

- 54 -

Section 12.2 Notice to Subscription Receiptholders

(1)

Notice: Unless herein otherwise expressly provided, a notice to be given hereunder to Subscription Receiptholders will be deemed to be validly given if the notice is sent by email transmission, ordinary surface or air mail, postage prepaid, addressed to the Subscription Receiptholders or delivered (or so mailed to certain Subscription Receiptholders and so delivered to the other Subscription Receiptholders) at their respective addresses appearing on any of the registers of holders described in Section 3.1 hereof, provided, however, that if, by reason of a strike, lockout or other work stoppage, actual or threatened, involving Canadian postal employees, the notice could reasonably be considered unlikely to reach or likely to be delayed in reaching its destination, the notice will be valid and effective only if it is so delivered or is given by publication twice in the Report on Business section in the national edition of The Globe and Mail.

(2)

Date of Notice: A notice so given by mail or so delivered will be deemed to have been given on the third Business Day after it has been mailed or on the day on which it has been delivered, as the case may be, and a notice so given by publication will be deemed to have been given on the day on which it has been published as required. In determining under any provision hereof the date when notice of a meeting or other event must be given, the date of giving notice will be included and the date of the meeting or other event will be excluded. Accidental error or omission in giving notice or accidental failure to mail notice to any Subscription Receiptholder will not invalidate any action or proceeding founded thereon.

Section 12.3 Satisfaction and Discharge of Agreement

Upon (i) the delivery of an Escrow Release Notice or Termination Notice in respect of each of the Brokered Offering and the Non-Brokered Offering; and (ii) in the event of delivery of (x) an Escrow Release Notice, the issuance of the Units required to be issued in compliance with the provisions hereof and payment of all of the Brokered Escrowed Funds and the Non- Brokered Escrowed Funds, as applicable, as provided for in Section 6.3 upon satisfaction of all of the Escrow Release Conditions, as applicable and (y) a Termination Notice, the payment of all consideration required pursuant to Section 6.3 with respect to the Brokered Offering and Non-Brokered Offering, as applicable, this Agreement will cease to be of further effect and, on demand of and at the cost and expense of the Corporation and on delivery to the Subscription Receipt Agent of a Certificate of the Corporation stating that all conditions precedent to the satisfaction and discharge of this Agreement have been complied with and on payment to the Subscription Receipt Agent of the fees and other remuneration payable to the Subscription Receipt Agent, the Subscription Receipt Agent will execute proper instruments acknowledging the satisfaction of and discharging of this Agreement. For greater certainty, the delivery of an Escrow Release Notice or Termination Notice with respect to only one of the Brokered Offering and the Non- Brokered Offering shall not result in this Agreement ceasing to be of further force or effect and the satisfaction of and discharging of this Agreement.

- 55 -

Section 12.4 Sole Benefit of Parties and Subscription Receiptholders

Nothing in this Agreement or the Subscription Receipt Certificates, expressed or implied, will give or be construed to give to any Person other than the parties hereto and the Subscription Receiptholders, as the case may be, any legal or equitable right, remedy or claim under this Agreement or the Subscription Receipt Certificates, or under any covenant or provision herein or therein contained, all such covenants and provisions being for the sole benefit of the parties hereto and the Subscription Receiptholders.

Section 12.5 Discretion of Directors

Any matter provided herein to be determined by the Directors will be determined by the Directors in their sole discretion, acting reasonably, and a determination so made will be conclusive.

Section 12.6 Force Majeure

No party hereto shall be liable to the others, or held in breach of this Agreement, if prevented, hindered, or delayed in the performance or observance of any provision contained herein by reason of act of God, riots, terrorism, acts of war, epidemics, pandemics, governmental action or judicial order, earthquakes, or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures). Performance times under this Agreement shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section 12.6.

Section 12.7 Privacy Consent

The parties acknowledge that, the Subscription Receipt Agent may, in the course of providing services hereunder, collect or receive financial and other personal information about such parties and/or their representatives, as individuals, or about other individuals related to the subject matter hereof, and use such information for the following purposes:

(1)	to provide the services required under this Agreement and other services that may be requested from time to time;

(2)	to help the Subscription Receipt Agent manage its servicing relationships with such individuals;

(3)	to meet the Subscription Receipt Agent’s legal and regulatory requirements; and

(4)	if Social Insurance Numbers are collected by the Subscription Receipt Agent, to perform tax reporting and to assist in verification of an individual’s identity for security purposes.

Each party acknowledges and agrees that the Subscription Receipt Agent may receive, collect, use and disclose personal information provided to it or acquired by it in the course of this Agreement for the purposes described above and, generally, in the manner and on the terms described in its privacy code, which the Subscription Receipt Agent shall make available on its website, www.computershare.com, or upon request, including revisions thereto. The Subscription Receipt Agent may transfer personal information to other companies in or outside of Canada that provide data processing and storage or other support in order to facilitate the services it provides.

Further, each party agrees that it shall not provide or cause to be provided to the Subscription Receipt Agent any personal information relating to an individual who is not a party to this Agreement unless that party has assured itself that such individual understands and has consented to the aforementioned uses and disclosures.

Section 12.8 Electronic Copies

Each of the parties hereto shall be entitled to rely on delivery of a facsimile or PDF copy of this Agreement and acceptance by each such party of any such facsimile or PDF copy shall be legally effective to create a valid and binding agreement between the parties hereto in accordance with the terms hereof.

Section 12.9 Counterparts and Formal Date

This Agreement may be executed in several counterparts, each of which when so executed will be deemed to be an original and such counterparts together will constitute one and the same instrument and notwithstanding the date of their execution will be deemed to be dated as of the date of this Agreement.

[Remainder of page left intentionally blank]

- 56 -

IN WITNESS WHEREOF the parties hereto have executed this Subscription Receipt Agreement as of the day and year first above written.

ENCORE ENERGY CORP.

By:	“W. Paul Goranson”
	Name:	W. Paul Goranson
	Title:	Chief Executive Officer

CANACCORD GENUITY CORP.

By:	“David Sadowski”
	Name:	David Sadowski
	Title:	Managing Director

COMPUTERSHARE TRUST COMPANY OF CANADA

By:	“Ruibo Ni”
	Name:	Ruibo Ni
	Title:	Corporate Trust Officer

By:	“Winny Lee”
	Name:	Winny Lee
	Title:	Professional Corporate Trust

- 57 -

SCHEDULE “A”

FORM OF SUBSCRIPTION RECEIPT CERTIFICATE

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE APRIL 7, 2023

[For all Subscription Receipts required to bear the legend in Section 2.3(4)(b) of the Subscription Receipt Agreement, include the following:

Certificate Number: ●

Number of Subscription Receipts: ●

SUBSCRIPTION RECEIPTS ENCORE ENERGY CORP.

(a company existing under the laws of British Columbia)

THIS IS TO CERTIFY THAT, for value received, [●] (the “holder”) is the registered holder of the number of subscription receipts (”Subscription Receipts”) specified above of enCore Energy Corp. (the “Corporation”) and is thereby entitled, without payment of any additional consideration, to be issued, on the Release Date (as defined in the Subscription Receipt Agreement hereinafter referred to) one Unit of the Corporation in respect of each Subscription Receipt held. Each Unit is comprised of one Underlying Share and one Warrant.

This Subscription Receipt Certificate represents Subscription Receipts of the Corporation issued under the provisions of a subscription receipt agreement (which agreement, together with all amendments and instruments supplemental or ancillary thereto, is herein referred to as the “Subscription Receipt Agreement”) dated as of December 6, 2022, among the Corporation, Computershare Trust Company of Canada (the “Subscription Receipt Agent”), and Canaccord Genuity Corp. (the “Lead Underwriter”). Reference is hereby made for particulars of the rights of the holders of the Subscription Receipts, the Corporation, the Subscription Receipt Agent and the Lead Underwriter in respect thereof and of the terms and conditions upon which the Subscription Receipts are issued and held, all to the same effect as if the provisions of the Subscription Receipt Agreement were herein set forth in full, and to all of which the holder, by acceptance hereof, assents. In the event of a conflict between the provisions of this Subscription Receipt Certificate and the Subscription Receipt Agreement, the terms of the Subscription Receipt Agreement shall govern. All capitalized terms used but not defined in this Subscription Receipt Certificate shall have the meaning ascribed thereto in the Subscription Receipt Agreement. The Corporation will furnish to the holder, on request, a copy of the Subscription Receipt Agreement.

The sale of the Subscription Receipts is being completed in connection with the Acquisition.

Upon satisfaction of the Escrow Release Conditions at or before the Escrow Release Deadline, the Subscription Receipts represented by this Subscription Receipt Certificate will automatically evidence the right of the holder to receive Units on the Release Date and the holder will be a holder of the Underlying Securities issuable pursuant to such Subscription Receipts without the taking of any further action by the holder or payment of additional consideration.

Sch A-1

On and after the date of issuance of the Units pursuant to the Subscription Receipts represented by this Subscription Receipt Certificate, the holder will have no rights hereunder except to the Underlying Securities issued to such holder.

Pursuant to the Subscription Receipt Agreement, the Release Date is the date, or the Business Day following such date, on which the Subscription Receipt Agent receives the Escrow Release Notice in the form required under the Subscription Receipt Agreement, which notice will inform the Subscription Receipt Agent of the satisfaction or waiver of the Escrow Release Conditions and will instruct the Subscription Receipt Agent to pay the Escrowed Funds in accordance with the Subscription Receipt Agreement.

In the event that (i) a Termination Notice is delivered to the Subscription Receipt Agent and the Lead Underwriter or the Corporation announces to the public that it does not intend to satisfy the Escrow Release Conditions at or before the Escrow Release Deadline, or (ii) the Escrow Release Notice is not delivered to the Subscription Receipt Agent at or before the Escrow Release Deadline, the Subscription Receipts represented by this Subscription Receipt Certificate shall, without any action on the part of the holder (including the surrender of this Subscription Receipt Certificate), be terminated and cancelled by the Subscription Receipt Agent as of the Termination Time. In such event, the holder shall thereafter have no rights hereunder except to receive the amount equal to the aggregate Offering Price for the Subscription Receipts represented by this Subscription Receipt Certificate (together with a pro rata share of Earned Interest thereon (less any withholding tax required to be withheld in respect thereof)) in accordance with the Subscription Receipt Agreement.

The holder of this Subscription Receipt Certificate is cautioned that in the event that the Subscription Receipts are deemed to be cancelled, a cheque will be mailed to the latest address of record of the registered holder.

The Subscription Receipts evidenced by this Subscription Receipt Certificate and the Underlying Securities issuable pursuant to the Subscription Receipts (and the Warrant Shares issuable upon exercise of the Warrants) have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or under the securities laws of any state of the United States. All or any portion of the Subscription Receipts represented by this Subscription Receipt Certificate may not be offered, sold or pledged or otherwise transferred in the United States (as defined in Regulation S under the U.S. Securities Act) except in limited circumstances contemplated in the Subscription Receipt Agreement.

No Underlying Securities will be issued pursuant to any Subscription Receipt if the issue of such security would constitute a violation of the securities laws of any applicable jurisdiction.

The Subscription Receipt Agreement contains provisions making binding on all holders of Subscription Receipts outstanding thereunder resolutions passed at meetings of such holders held in accordance with such provisions and instruments in writing signed by holders of a specified majority of all outstanding Subscription Receipts.

The holding of this Subscription Receipt Certificate will not constitute the holder a shareholder of the Corporation or entitle such holder to any right or interest in respect thereof except as otherwise provided in the Subscription Receipt Agreement.

This Subscription Receipt Certificate will not be valid for any purpose until it has been certified by or on behalf of the Subscription Receipt Agent for the time being under the Subscription Receipt Agreement.

Time is of the essence hereof.

[Remainder of page intentionally left blank.]

Sch A-2

IN WITNESS WHEREOF the Corporation has caused this Subscription Receipt Certificate to be signed by its officers or other individuals duly authorized in that behalf as of the day of , 2022.

	ENCORE ENERGY CORP.

	By:
		Authorized Signing Officer

This Subscription Receipt Certificate is one of the Subscription Receipt Certificates referred to in the Subscription Receipt Agreement.

Countersigned this day of , 2022.

	COMPUTERSHARE TRUST COMPANY OF CANADA

	By:
		Authorized Signing Officer

Sch A-3

FORM OF TRANSFER

Computershare Trust Company of Canada

3^rd Floor, 510 Burrard Street

Vancouver, V6C 3B9

Attn: Corporate Trust

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers to (print name, address and Social Insurance Number/Social Security Number of transferee) the Subscription Receipts represented by this Subscription Receipt Certificate and hereby irrevocable constitutes and appoints as its attorney with full power of substitution to transfer the said securities on the appropriate register of the Subscription Receipts.

In the case of a Subscription Receipt Certificate that contains a U.S. restrictive legend, the undersigned hereby represents, warrants and certifies that (one (only) of the following must be checked):

☐

(A)

the transfer is being made only to the Corporation;

☐

(B)

the transfer is being made outside the United States in compliance with Rule 904 of Regulation S under the U.S. Securities Act, and in compliance with any applicable local securities laws and regulations and the holder has provided herewith the Declaration for Removal of Legend attached as Schedule “E” to the Subscription Receipt Agreement, and if required, an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation and the Subscription Receipt Agent to such effect; or

☐

(C)

the transfer is being made in accordance with an exemption from the registration requirements of the U.S. Securities Act and in compliance with any applicable state securities laws, and the holder has provided herewith an opinion of counsel of recognized standing, reasonably satisfactory in form and substance to the Corporation and the Subscription Receipt Agent to such effect.

In the case of a Subscription Receipt Certificate that does not contain a U.S. restrictive legend if the proposed transfer is to, or for the account or benefit of a U.S. Person or to a person in the United States, the undersigned hereby represents, warrants and certifies that the transfer of the Subscription Receipts is being completed pursuant to an exemption from the registration requirements of the U.S. Securities Act and any applicable state securities laws, in which case the holder has furnished to the Corporation and the Subscription Receipt Agent an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation and the Subscription Receipt Agent to such effect:

●	If transfer is to a U.S. Person, check this box.

Sch A-4

DATED this day of , 20 .

SPACE FOR GUARANTEES OF SIGNATURES	)

(SEE INSTRUCTIONS BELOW)	)

	)	Signature of Transferor

	)

	)
Guarantor’s Signature/Stamp	)	Name of Transferor

REASON FOR TRANSFER – For US Residents only (where the individual(s) or corporation receiving the securities is a US resident). Please select only one (see instructions below).

☐ Gift

☐ Estate

☐ Private

☐ Sale

☐ Other (or no change in ownership)

Date of Event (Date of gift, death or sale):

Value per Subscription Receipt on the date of event:

/ /	$ . ☐ CAD OR ☐ USD

CERTAIN REQUIREMENTS RELATING TO TRANSFERS – READ CAREFULLY

The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement, or any change whatsoever. All securityholders or a legally authorized representative must sign this form. The signature(s) on this form must be guaranteed in accordance with the transfer agent’s then current guidelines and requirements at the time of transfer. Notarized or witnessed signatures are not acceptable as guaranteed signatures. As at the time of closing, you may choose one of the following methods (although subject to change in accordance with industry practice and standards):

●

Canada and the USA: A Medallion Signature Guarantee obtained from a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Many commercial banks, savings banks, credit unions, and all broker dealers participate in a Medallion Signature Guarantee Program. The Guarantor must affix a stamp bearing the actual words “Medallion Guaranteed”, with the correct prefix covering the face value of the certificate.

●

Canada: A Signature Guarantee obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust. The Guarantor must affix a stamp bearing the actual words “Signature Guaranteed”, sign and print their full name and alpha numeric signing number. Signature Guarantees are not accepted from Treasury Branches, Credit Unions or Caisse Populaires unless they are members of a Medallion Signature Guarantee Program. For corporate holders, corporate signing resolutions, including certificate of incumbency, are also required to accompany the transfer, unless there is a “Signature & Authority to Sign Guarantee” Stamp affixed to the transfer (as opposed to a “Signature Guaranteed” Stamp) obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust or a Medallion Signature Guarantee with the correct prefix covering the face value of the certificate.

●

Outside North America: For holders located outside North America, present the certificates(s) and/or document(s) that require a guarantee to a local financial institution that has a corresponding Canadian or American affiliate which is a member of an acceptable Medallion Signature Guarantee Program. The corresponding affiliate will arrange for the signature to be over-guaranteed.

Sch A-5

The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement, or any change whatsoever. The signature(s) on this form must be guaranteed by an authorized officer of Royal Bank of Canada, Scotia Bank or TD Canada Trust whose sample signature(s) are on file with the transfer agent, or by a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Notarized or witnessed signatures are not acceptable as guaranteed signatures. The Guarantor must affix a stamp bearing the actual words: “SIGNATURE GUARANTEED”, “MEDALLION GUARANTEED” OR “SIGNATURE & AUTHORITY TO SIGN GUARANTEE”, all in accordance with the transfer agent’s then current guidelines and requirements at the time of transfer. For corporate holders, corporate signing resolutions, including certificate of incumbency, will also be required to accompany the transfer unless there is a “SIGNATURE & AUTHORITY TO SIGN GUARANTEE” Stamp affixed to the Form of Transfer obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust or a “MEDALLION GUARANTEED” Stamp affixed to the Form of Transfer, with the correct prefix covering the face value of the certificate.

REASON FOR TRANSFER – FOR US RESIDENTS ONLY

Consistent with US IRS regulations, Computershare is required to request cost basis information from US securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place).

Sch A-6

SCHEDULE “B”

CONDITIONS PRECEDENT CERTIFICATE

TO: CANACCORD GENUITY CORP.

Reference is made to the subscription receipt agreement dated as of December 6, 2022 (the “Subscription Receipt Agreement”) among enCore Energy Corp. (the “Corporation”), Computershare Trust Company of Canada (the “Subscription Receipt Agent”), and Canaccord Genuity Corp. (the “Lead Underwriter”). Unless otherwise defined herein, words and terms with the letter or letters thereof capitalized shall have the meanings given to such words and terms in the Subscription Receipt Agreement.

This Conditions Precedent Certificate is being provided pursuant to the Subscription Receipt Agreement and the undersigned, does hereby certify for and on behalf of the Corporation and not in his or her personal capacity that paragraphs (a) and (b) of the Brokered Escrow Release Conditions have been satisfied.

DATED this day of , 2022.

	ENCORE ENERGY CORP.

	By:
		Name:
		Title:

Sch B-1

SCHEDULE “C”

BROKERED ESCROW RELEASE NOTICE

TO: COMPUTERSHARE TRUST COMPANY OF CANADA

The Subscription Receipt Agent is hereby notified that the Brokered Escrow Release Conditions (other than delivery of this Escrow Release Notice) have been satisfied in full or waived in accordance with the Subscription Receipt Agreement, and, accordingly, the Subscription Receipt Agent is hereby irrevocably directed and authorized to, in accordance with Section 4.1(8) and Section 6.3(1) of the Subscription Receipt Agreement, release on or within one Business Day following the Release Date to:

(i)

the Lead Underwriter, on behalf of the Underwriters, 50% of the Underwriters’ Fee plus any Earned Interest thereon; being $[●], as directed by the Lead Underwriter; and

(ii)

the Corporation, $[●], representing the balance of the Brokered Escrowed Funds (less an amount payable to the Subscription Receipt Agent equal to its reasonable fees for services rendered and disbursements incurred) as directed by the Corporation.

This Escrow Release Notice, which may be signed in counterparts and delivered electronically, is irrevocable and shall constitute your good and sufficient authority for taking the actions described herein.

[Remainder of page intentionally blank.]

Sch C-1

DATED this day of , 2022.

	ENCORE ENERGY CORP.

	By:
		Name:
		Title:


	CANACCORD GENUITY CORP.

	By:
		Name:
		Title:

Sch C-2

SCHEDULE “D”

NON-BROKERED ESCROW RELEASE NOTICE

TO: COMPUTERSHARE TRUST COMPANY OF CANADA

The Subscription Receipt Agent is hereby notified that the Non-Brokered Escrow Release Conditions (other than delivery of this Escrow Release Notice) have been satisfied in full or waived in accordance with the Subscription Receipt Agreement, and, accordingly, the Subscription Receipt Agent is hereby irrevocably directed and authorized to, in accordance with Section 4.1(8) and Section 6.3(2) of the Subscription Receipt Agreement, release on or within one Business Day following the Release Date to the Corporation, $[●], representing the Non-Brokered Escrowed Funds (less an amount payable to the Subscription Receipt Agent equal to its reasonable fees for services rendered and disbursements incurred) as directed by the Corporation.

[Remainder of page intentionally blank.]

Sch D-1

DATED this day of , 2022.

	ENCORE ENERGY CORP.

	By:
		Name:
		Title:

Sch D-2

SCHEDULE “E”

FORM OF DECLARATION OF REMOVAL OF LEGEND

Declarations for Removal of Legend

TO: ENCORE ENERGY CORP. (the “Corporation”).

AND TO: COMPUTERSHARE TRUST COMPANY OF CANADA

The undersigned (A) acknowledges that the sale of securities of the Corporation to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and (B) certifies that (1) the undersigned is not (a) an “affiliate” (as defined in Rule 405 under the U.S. Securities Act) of the Corporation, (b) a “distributor” as defined in Regulation S, or (c) an affiliate of a distributor; (2) the offer of such securities was not made to a “U.S. person” or to a person in the United States and either (a) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, or (b) the transaction was executed on or through the facilities of the TSX Venture Exchange, and neither the seller nor any person acting on its behalf knows that the transaction was prearranged with a buyer in the United States; (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities; (4) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the securities are “restricted securities” (as that term is defined in Rule 144(a)(3) under the U.S. Securities Act); (5) the seller does not intend to replace such securities with fungible unrestricted securities; and (6) the contemplated sale is not a transaction, or part of a series of transactions, which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Unless otherwise defined, terms used herein have the meanings given to them by Regulation S under the

U.S. Securities Act.

By:
	Signature


Name (please print)


Date

Sch E-1

AFFIRMATION BY SELLER’S BROKER-DEALER (REQUIRED FOR SALES IN ACCORDANCE WITH SECTION (B)(2)(B) ABOVE)

We have read the foregoing representations of our customer, (the “Seller”) dated , with regard to our sale, for such Seller’s account, of the securities of the Corporation described therein, and on behalf of ourselves we certify and affirm that (A) we have no knowledge that the transaction had been prearranged with a buyer in the United States, (B) the transaction was executed on or through the facilities of the TSX Venture Exchange, (C) neither we, nor any person acting on our behalf, engaged in any directed selling efforts in connection with the offer and sale of such securities, and (D) no selling concession, fee or other remuneration is being paid to us in connection with this offer and sale other than the usual and customary broker’s commission that would be received by a person executing such transaction as agent. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.


Name of Firm

By:
	Authorized officer

Date:

Sch E-2

Exhibit 99.170

United States Court of Appeals Upholds Nuclear Regulatory Commission’s Handling of enCore Energy’s Dewey Burdock Project Source Material License

CORPUS CHRISTI, Texas, Dec. 15, 2022 /CNW/ - enCore Energy Corp. (“enCore” or the “Company”) (TSXV: EU) (OTCQB: ENCUF) today announced the United States Court of Appeals for the District of Columbia Circuit denied the request of the Oglala Sioux Tribe and the group “Aligning for Responsible Mining” for a full panel review of a prior decision by a three judge panel of that court. In the prior decision (see enCore news release dated August 9, 2022) the panel found that the Nuclear Regulatory Commission had adequately complied with the relevant statutory and regulatory requirements in granting a source materials license to Powertech USA Inc., a subsidiary of enCore Energy Corp., for extraction of uranium from ore beds at the company’s Dewey-Burdock project in South Dakota.

The Sioux and Aligning for Responsible Mining may petition the United States Supreme Court to review the ruling. They have 90 days in which to file for review, and possibly 60 additional days after that period if the court chooses to grant an extension. The case may be cited as 20-1489 Oglala Sioux Tribe and Aligning v. NRC, et al “Per Curiam Order Filed (Merits Panel)” (NRC-40-9075-MLA) (December 13, 2022).

To view the previous Opinion please visit:

https://www.cadc.uscourts.gov/internet/opinions.nsf/E4FBC75E78CE05F08525889900538B63/$file/20-1489-1958435.pdf

The Dewey Burdock Project, South Dakota

The Company’s 100% owned Dewey Burdock Project is an in-situ recovery (“ISR”) uranium project located in the Edgemont uranium district, South Dakota and is comprised of 12,613 surface acres and 16,962 net mineral acres. In December 2020, the Company filed an amended and restated NI 43-101 compliant independent Technical Report and Preliminary Economic Assessment (“PEA”)².

Dewey Burdock Project ISR Mineral Resource Estimate	Measured Resources		Indicated Resources		Measured plus Indicated Resources		Inferred Resources
Tons		5,419,779		1,968,443		7,388,222		645,546
Average grade (%U₃O₈)		0.132		0.072		0.116		0.055
Average thickness (feet)		5.56		5.74		5.65		5.87
Average grade- thickness (“GT”)		0.733		0.413		0.655		0.324
Uranium (pounds) at a 0.20 GTcut-off		14,285,988		2,836,159		17,122,147		712,624

Initial capital expenditures are estimated at $31.7 million. The Dewey Burdock Project is forecast to produce 14.3 million pounds of U3O8 over its 16 years of production and the projected cash flows of the Dewey Burdock Project are expected to be positive in the second year of production, two years after the commencement of construction.

The Dewey Burdock PEA resulted in a pre-income tax NPV of $171.3 million at a discount rate of 8% and an IRR of 55% compared to a post-income tax NPV of $147.5 million at a discount rate of 8% and an IRR of 50%. The Dewey Burdock PEA post-income tax calculations do not include a corporate level assessment of income tax liabilities; taxes have only been calculated at the Dewey Burdock Project level. The estimate of income tax at the corporate level is subject to a number of additional considerations that have not been factored in when calculating income taxes at the project level, including, but not limited to, the capital structure to finance the Dewey Burdock Project, which has not yet been determined and loss carry forwards available at the corporate level.

The Dewey Burdock PEA estimated uranium prices of $55/lb U3O8, direct cash operating costs of $10.46 per pound of production and royalties and local taxes (excluding property tax) of $5.15 per pound of production. The total pre-income tax cost of uranium production is estimated to be $28.88 per pound of production. Income taxes are estimated to be $3.39 per pound of production.

Details of the assumptions and parameters used with respect to the Dewey Burdock PEA, including information on data verification, are set out in the “NI 43-101 Technical Report Preliminary Economic Assessment, Dewey-Burdock Uranium ISR Project, South Dakota, USA”, dated December 22, 2020, with an effective date of December 3, 2019, by Yovich, M., PE and S. Cutler, PG, a copy of which is available under the Company’s profile at www.sedar.com. The Dewey Burdock mineral resource estimate includes resources in the measured, indicated and inferred classes. However Yovich and Cutler (2020) concluded the resources in the inferred class are considered too speculative geologically to have the economic considerations to be included in the PEA. The Dewey Burdock PEA is preliminary in nature; There is no certainty that the Dewey Burdock PEA will be realized. Mineral resources that are not mineral reserves do not have demonstrated economic viability.

William Paul Goranson, P.Eng. Chief Executive Officer, Director and a Qualified Person under NI 43-101, has approved the technical disclosure in this news release.

Mineral resource estimates are based on technical reports prepared in accordance with NI43-101 and available on SEDARas well as company websites at www.encoreuranium.com.

Dewey Burdock Preliminary Economic Assessment: Woodard & Curran and Rough Stock Mining Services (the “Dewey Burdock PEA”) with an effective date of December 3, 2019

About enCore Energy Corp.

enCore Energy is the most diversified In-Situ Recovery uranium development company in the United States and recently announced it entered into a definitive agreement to acquire the Alta Mesa In-Situ Recovery uranium project (the “Transaction”). The Transaction will position enCore as a leading US-focused ISR uranium company with the proven management expertise required to advance multiple production opportunities within its portfolio. enCore is focused on becoming the next uranium producer from its licensed and past-producing South Texas Rosita Processing Plant by 2023. The South Dakota-based Dewey-Burdock project and the Wyoming Gas Hills project offer mid-term production opportunities, with significant New Mexico uranium resource endowments providing long-term opportunities. The enCore team is led by industry experts with extensive knowledge and experience in all aspects of ISR uranium operations and the nuclear fuel cycle. enCore is committed to engaging and working with local communities and indigenous governments to create positive impact from corporate developments.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward- looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “expect”, “potential”, “believe”, “intend” or the negative of these terms and similar expressions. Forward-looking statements in this news release include, but are not limited to, statements relating to the intended use of the net proceeds of the Offering and the completion of any capital project or property acquisitions. Forward-looking statements necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; future legislative and regulatory developments; inability to access additional capital; the ability of enCore to implement its business strategies; and other risks. Readers are cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

● View original content to download multimedia:

https://www.prnewswire.com/news-releases/united-states-court-of-appeals-upholds-nuclear-regulatory-commissions-handling-of-encore-energys-dewey-burdock-p

SOURCE enCore Energy Corp.

● View original content to download multimedia: http://www.newswire.ca/en/releases/archive/December2022/15/c6078.html

%SEDAR: 00029787E

For further information: William M. Sheriff, Executive Chairman, 972-333-2214, info@encoreuranium.com, www.encoreuranium.com

CO: enCore Energy Corp.

CNW 07:00e 15-DEC-22

Exhibit 99.171

Exhibit 99.172

enCore Energy Awarded $7 MM USD United States Department of Energy Uranium Reserve Contract; Applies to Join HALEU Consortium

TSX.V: EU

OTCQB: ENCUF

www.encoreuranium.com

CORPUS CHRISTI, Texas, Dec. 20, 2022 /CNW/ - enCore Energy Corp. (“enCore” or the “Company”) (TSXV: EU) (OTCQB: ENCUF) today announced that the company has been awarded a contract to sell 100,000 pounds of natural uranium concentrates (U₃O₈) to the Government of the United States, at a price of $70.50/pound, under the new Uranium Reserve Program. enCore is one of five qualified United States based operators, with existing licensed facilities, approved to sell domestically sourced natural uranium to the United States government’s Uranium Reserve Program.

The uranium purchase will help the government establish a strategic uranium reserve and represents the first uranium purchase by the United States government in 40 years. The U.S. National Nuclear Security Administration (NNSA), an office within the U.S. Department of Energy (DOE), is the agency tasked with purchasing domestic U₃O₈ and conversion services for the Uranium Reserve. The Uranium Reserve is intended to be a backup source of supply for domestic nuclear power plants in the event of a significant market disruption and provide support for restarting uranium production in the United States.

Additionally, enCore announced its application for membership in the DOE’s newly created HALEU (High Assay Low Enrichment) Consortium. enCore’s prominent private land holdings offer a competitive advantage as a supplier of natural uranium for the program which specifically excludes uranium produced from Federal Lands.

Paul Goranson, CEO of enCore Energy stated “enCore is one of a select few uranium companies qualified and approved to provide uranium to the Uranium Reserve. As we have seen in 2022, global supply chains for nuclear fuel have been severely disrupted by geopolitical events and the need for a domestic and secure supply chain for nuclear fuel is a stark reality. The proceeds from this contract will do exactly as intended and be invested directly into advancing new production from our South Texas Rosita Project in 2023.”

William M. Sheriff, Executive Chairman of enCore Energy added “enCore respectfully acknowledges the government’s vision to secure a domestic source of energy through strengthening and supporting the nuclear fuel cycle including uranium production which, when produced from in-situ recovery technology, provides our nation with clean and efficient energy. Over the past 40 years, the United States has become the world’s largest consumer of uranium, used to produce nuclear energy, although highly dependent upon foreign sources of fuel. The Company gratefully acknowledges the bi-partisan efforts to reverse this reliance on foreign sourced nuclear fuel and develop a strong domestic nuclear industry.”

The United States Uranium Reserve Program¹

The strategy for Restoring America’s Competitive Nuclear Energy Advantage was recently released by the U.S. Department of Energy (DOE) to preserve and grow the entire United States nuclear enterprise. It is a direct result of the Nuclear Fuel Working Group addressing the challenges facing our U.S. nuclear fuel cycle.

The first immediate step in this plan has been initiated through the first purchases under the Uranium Reserve Program managed by the NNSA and was funded by Congress in fiscal year 2021. Under the Uranium Reserve program, NNSA will buy uranium directly from domestic mines and contract for uranium conversion services. The new stockpile is expected to support the operation of at least two U.S. uranium mines, reestablish active conversion capabilities, and ensure a backup supply of uranium for nuclear power operators in the event of a market disruption.

NNSA initiated a competitive procurement process for establishing the Uranium Reserve program and additional support is expected over a 10-year period as market conditions evolve, including consideration of enrichment needs after first addressing the very near-term pressure on the uranium mining and conversion subsectors.

U.S. Department of Energy HALEU Consortium

In addition to the sale of uranium, enCore has made application to participate in the Department of Energy (DOE) High Assay Low Enriched Uranium (HALEU) Consortium. The DOE established the HALEU Consortium to help inform activities carried out by the Department to secure a domestic supply of HALEU. Section 2001 of the Energy Act of 2020 directs the Secretary of Energy to establish and carry out, through the Department’s Office of Nuclear Energy (NE), the HALEU Availability Program (referred to as the Program), including establishing the HALEU Consortium. HALEU is uranium that is enriched above 5% U235, the level of uranium enrichment used in the 93 operating light water nuclear reactors in the U.S., and has an enrichment of up to 20% U235. The level of enrichment is necessary for fueling advanced nuclear reactors and several of the small modular reactor designs.

Currently, the United States has limited capacity to create HALEU. To support a commercial HALEU fuel cycle, in 2020 Congress authorized the creation of the HALEU Availability Program. enCore is uniquely qualified to supply uranium for this program with near term production coming from South Texas from two, soon to be three, fully licensed ISR production facilities located on privately owned surface and mineral properties. Uranium produced at enCore’s operations will meet the program’s requirements and give the company a competitive position to satisfy future government bids.

About enCore Energy Corp.

enCore Energy is the most diversified In-Situ Recovery uranium development company in the United States and recently announced it entered into a definitive agreement to acquire the Alta Mesa In-Situ Recovery uranium project (the “Transaction”). The Transaction will position enCore as a leading US-focused ISR uranium company with the proven management expertise required to advance multiple production opportunities within its portfolio. enCore is focused on becoming the next uranium producer from its licensed and past-producing South Texas Rosita Processing Plant by 2023. The South Dakota-based Dewey-Burdock project and the Wyoming Gas Hills project offer mid-term production opportunities, with significant New Mexico uranium resource endowments providing long-term opportunities. The enCore team is led by industry experts with extensive knowledge and experience in all aspects of ISR uranium operations and the nuclear fuel cycle. enCore is committed to engaging and working with local communities and indigenous governments to create positive impact from corporate developments.

www.encoreuranium.com

¹ Building a Uranium Reserve: The First Step in Preserving the U.S. Nuclear Fuel Cycle | Department of Energy

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward- looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “expect”, “potential”, “believe”, “intend” or the negative of these terms and similar expressions. Forward-looking statements in this news release include, but are not limited to, statements relating to the intended use of the net proceeds of the Offering and the completion of any capital project or property acquisitions. Forward-looking statements necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; future legislative and regulatory developments; inability to access additional capital; the ability of enCore to implement its business strategies; and other risks. Readers are cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

● View original content to download multimedia:

https://www.prnewswire.com/news-releases/encore-energy-awarded-7-mm-usd-united-states-department-of-energy-uranium-reserve-contract-applies-to-join-haleu

SOURCE enCore Energy Corp.

● View original content to download multimedia: http://www.newswire.ca/en/releases/archive/December2022/20/c5296.html

%SEDAR: 00029787E

For further information: For further information please contact: William M. Sheriff, Executive Chairman, 972-333-2214, info@encoreuranium.com, www.encoreuranium.com

CO: enCore Energy Corp.

CNW 07:00e 20-DEC-22

Exhibit 99.173

enCore Energy Provides Alta Mesa Acquisition Update

TSX.V: EU

OTCQB: ENCUF

www.encoreuranium.com

CORPUS CHRISTI, Texas, Jan. 9, 2023 /CNW/ - enCore Energy Corp. (“enCore” or the “Company”) (TSXV: EU) (OTCQB: ENCUF) today announced that the previously announced purchase of the Alta Mesa project from Energy Fuels Inc. (EU new releases dated Nov. 14/22 and Dec. 6/22) is scheduled to close on or before February 15, 2023. Closing is subject to obtaining final stock exchange approval and all closing conditions.

About enCore Energy Corp.

enCore Energy is the most diversified In-Situ Recovery uranium development company in the United States and recently announced it entered into a definitive agreement to acquire the Alta Mesa In-Situ Recovery uranium project (the “Transaction”). The Transaction will position enCore as a leading US-focused ISR uranium company with the proven management expertise required to advance multiple production opportunities within its portfolio. enCore is focused on becoming the next uranium producer from its licensed and past-producing South Texas Rosita Processing Plant by 2023. The South Dakota-based Dewey-Burdock project and the Wyoming Gas Hills project offer mid-term production opportunities, with significant New Mexico uranium resource endowments providing long-term opportunities. The enCore team is led by industry experts with extensive knowledge and experience in all aspects of ISR uranium operations and the nuclear fuel cycle. enCore is committed to engaging and working with local communities and indigenous governments to create positive impact from corporate developments.

● View original content to download multimedia:

https://www.prnewswire.com/news-releases/encore-energy-provides-alta-mesa-acquisition-update-301716188.html

SOURCE enCore Energy Corp.

● View original content to download multimedia: http://www.newswire.ca/en/releases/archive/January2023/09/c9788.html

%SEDAR: 00029787E

For further information: William M. Sheriff, Executive Chairman, 972-333-2214, info@encoreuranium.com, www.encoreuranium.com

CO: enCore Energy Corp.

CNW 07:00e 09-JAN-23

Exhibit 99.174

ENCORE ENERGY CORP.

CODE OF BUSINESS CONDUCT AND ETHICS

(As approved by the Board on January 11, 2023)

enCore Energy Corp., together with its subsidiaries (collectively, “enCore” or the “Company”), is committed to conducting its business in accordance with all applicable laws and regulations and the highest ethical standards. This Code of Business Conduct and Ethics (the “Code”) summarizes the standards that guide the actions of enCore’s directors, officers and employees. This Code is to be read together with the Company’s Corporate Disclosure Policy, Insider Trading Policy, Whistleblower Policy, Health, Safety, Environment and Sustainability Policy, Employee Handbook and other policies of the Company.

All Company directors, officers, and employees must read and fully comply with this Code. In addition, all directors, officers, and employees must take all reasonable steps to prevent contraventions of this Code, to identify and raise issues before they lead to problems, and to seek additional guidance when necessary. If breaches of this Code occur, they must be reported promptly. Employees with questions concerning this Code may contact the Chief Administrative Officer and General Counsel (or the General Counsel’s designee) by telephone at 361.239.5449 or email at gzerzan@encoreuranium.com at any time. Complaints or concerns are to be reported to the Chief Administrative Officer and General Counsel or, in the case of complaints or concerns raised by directors, to the Chair of the Audit Committee (the “Audit Committee”) of the Board of Directors of the Company (the “Board”). In addition, any complaints or concerns arising under this Code may be reported under the Company’s Whistleblower Policy.

Violations of this Code by a director, officer or employee are grounds for disciplinary action, up to and including immediate termination and possible legal prosecution.

The Company also expects all agents, consultants and contractors to comply with this Code.

This Code has been implemented pursuant to the provisions of National Instrument 58-201 – Corporate Governance – promulgated by the Canadian Securities Administrators and complies with the requirements for a “code of ethics” as set forth in section 406 of the Sarbanes-Oxley Act of 2002 (“SOX”) and the listing rules of the NYSE American LLC.

1. Core Principles

This Code sets out written standards that are designed to deter wrongdoing and to promote:

●

Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

●

Full, fair, accurate, timely and understandable disclosure in reports and documents that enCore files with, or submits to, applicable securities regulators and in other public communications made by enCore;

●

Compliance with applicable laws, rules and regulations;

●

The prompt internal reporting to an appropriate person or persons of violations of this Code; and

●

Accountability for adherence to this Code.

While covering a wide range of business practices and procedures, this Code cannot, and does not, cover every issue that may arise, or every situation in which ethical decisions must be made, but rather sets forth key guiding principles of business conduct that the Company expects of all of its directors, officers and employees.

2. Conduct Under the Law

Compliance with Laws, Rules, and Regulations

enCore, and each of its directors, officers and employees, shall conduct their business affairs with honesty and integrity and in full compliance with all applicable laws, rules, regulations, and this Code.

●

No director, officer or employee shall commit an illegal or unethical act, or instruct or authorize others to do so, for any reason, in connection with any act, decision or activity that is or may appear to be related to his or her employment by or position with enCore;

●

All situations shall be avoided which could be perceived as improper, unethical or indicative of a casual attitude towards compliance with the law or regulations; and

●

All directors, officers and employees are expected to be sufficiently familiar with the laws and regulations that apply to their jobs and shall recognize potential liabilities, seeking advice where appropriate.

●

All directors, officers and employees have an individual responsibility for accurate and truthful statements in all matters, including without limitation SOX controls (to the extent applicable).

Insider Trading

All non-public information about enCore or its partners should be considered confidential information. Directors, officers, and employees of enCore must always maintain the confidentiality of such non-public information and never trade in enCore securities when aware of such information, nor use such information to “tip” others who might be reasonably expected to make an investment decision on the basis of this information. Such actions are not only unethical, but also illegal. The Company has adopted a Corporate Disclosure Policy and an Insider Trading Policy that set forth these principles. All levels of management and all employees are responsible for compliance with those policies. For further information, please see the Company’s Corporate Disclosure Policy and Insider Trading Policy. If you have any questions regarding the Corporate Disclosure Policy and Insider Trading Policy, please consult the Company’s Chief Administrative Officer and General Counsel.

Fraud, Bribery and Corruption

Directors, officers, and employees are strictly prohibited from engaging in, condoning, or tolerating fraud, bribery, corruption, or other illegal or unethical actions. Fraud is an intentional act or omission designed to deceive another person or to obtain a benefit to which one is not entitled. Bribery is an intentional offer of monetary or other benefit to another person, government official, company or other organization to secure, or attempt to secure, a benefit in the performance of a duty, to obtain or retain business, or to obtain any other improper advantage in the conduct of business. Fraud can include a wide range of activities, such as falsifying records or timesheets, creating false benefits claims, and misappropriating corporate assets, including proprietary information and corporate opportunities for personal gain. Bribery can take different forms, such as cash payments, bartering transactions, kickbacks, directing business to a particular person, extravagant hospitality, or providing other services or things of value.

Fair Competition

enCore believes in fair competition and is committed to complying with the laws of all countries which prohibit restraints of trade, unfair practices or abuses of power. Directors, officers, and employees of enCore shall not discuss or enter into arrangements with business partners or competitors that unlawfully restrict enCore’s ability to compete with other businesses, or the ability of any other business to compete freely with enCore.

Payments to Government Officials; Political Contributions

The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country.

In addition, the U.S. government has a number of laws and regulations restricting the giving of business gratuities to U.S. government officials. The promise, offer or delivery to an official or employee of the U.S. government of a gift, favor or other gratuity in violation of these rules would not only violate Company policy but could also be a criminal offense. State and local governments, as well as foreign governments, may have similar rules.

The Company may contribute, directly or indirectly, to political campaigns or parties from time to time with the approval of the Chief Executive Officer or the Chief Financial Officer. Employees, officers and members of the Board may not use Company expense accounts to pay for any personal political contributions or seek any other form of Company reimbursement. In addition, employees, officers or members of the Board should not use Company facilities or Company assets, including the time of Company personnel, for the benefit of any party or candidate, including an employee, officer or member of the Board individually running for office.

Payments to Domestic and Foreign Officials

Employees and officers of the Company must comply with all applicable laws prohibiting improper payments to domestic and foreign officials, including the Corruption of Foreign Public Officials Act (Canada) and the Foreign Corrupt Practices Act (United States) (collectively, the “Acts”).

The Acts make it illegal for any person, in order to obtain or retain an advantage in the course of business, directly or indirectly, to offer or agree to give or offer a loan, reward, advantage or benefit of any kind to a foreign public official or to any person for the benefit of a public official. Foreign public officials include persons holding a legislative, administrative or judicial position of a foreign state, persons who perform public duties or functions for a foreign state (such as persons employed by board, commissions or government corporations), officials and agents of international organizations, foreign political parties and candidates for office.

Although “facilitated payments” or certain other transactions may be exempted or not illegal under applicable law, the Company’s policy is to avoid them. If any employee or officer has any questions about the application of this policy to a particular situation, please report to the Chief Executive Officer, Chief Financial Officer or Chief Administrative Officer and General Counsel or such other senior officer as may be designated by the Company from time to time who, with the advice of counsel as necessary, will determine acceptability from both a legal and a corporate policy point of view, and any appropriate accounting treatment and disclosures which are applicable to the particular situation.

Violation of the Acts is a criminal offence, subjecting the Company to substantial fines and penalties and any officer, director or employee acting on behalf of the Company to imprisonment and fines. Violation of this policy may result in disciplinary actions up to and including discharge from the Company.

3. Conduct within enCore

Conflicts of Interest

All directors, officers and employees have an obligation to act in the best interest of the Company. Any situation that presents an actual or potential conflict between a director, officer or employee’s personal interests and the interests of enCore should be reported to the Chief Administrative Officer and General Counsel or, in the case of reports by directors, to the Chair of the Company’s Audit Committee.

Any Director, officer or employee has a conflict of interest when his or her personal interests, relationships or activities, or those of a member of his or her immediate family or business associate, interfere or conflict, or even appear to interfere or conflict, with enCore’s interests. A conflict of interest can arise when any director, officer or employee takes an action or has a personal interest that may adversely influence his or her objectivity or the exercise of sound, ethical business judgment. Conflicts of interest can also arise when any director, officer or employee, or a member of his or her immediate family, receives improper personal benefits as a result of his or her position at enCore. No director, officer or employee shall improperly benefit, directly or indirectly, from his or her status as director, officer or employee of enCore, or from any decision or action by enCore that he or she is in a position to influence.

By way of example, a conflict of interest may arise if any director, officer or employee:

●

Has a material personal interest in a transaction or agreement involving enCore;

●

Accepts a gift, service, payment or other benefit (other than a nominal gift) from a competitor, supplier, or customer of enCore, or any entity or organization with which enCore does business or seeks or expects to do business;

●

Lends to, borrows from, or has a material interest in a competitor, supplier, or customer of enCore, or any entity or organization with which enCore does business or seeks or expects to do business (other than routine investments in publicly-traded companies);

●

Knowingly competes with enCore or diverts a business opportunity from enCore;

●

Serves as an officer, director, employee, consultant, or in any management capacity, in an entity or organization with which enCore does business or seeks or expects to do business (other than routine business involving immaterial amounts, in which the director, officer or employee has no decision-making or other role);

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Knowingly acquires, or seeks to acquire an interest in property (such as real estate, patent rights, securities, or other properties) where enCore has, or might have, an interest; or

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Participates in a venture in which enCore has expressed an interest. Directors, officers and employees are expected to use common sense and good judgment in deciding whether a potential conflict of interest may exist.

Protection and Proper Use of Corporate Assets and Opportunities

Theft, carelessness and waste have a direct, negative impact on the Company’s image and profitability, and will not be tolerated. Directors, officers and employees owe a duty to enCore to advance its legitimate interests when the opportunity to do so arises. All directors, officers and employees shall endeavor to protect Company assets and ensure their efficient use.

Directors, officers and employees are prohibited from (a) taking for themselves property, security or any business interest, or other opportunities that are discovered through the use of Company property, information or position; and (b) using Company property, information, or position for personal gain. By way of example, the following types of activities are prohibited:

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Using Company assets for other business or personal endeavors; or

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Obtaining, or seeking to obtain, any personal benefit from the use or disclosure of information that is confidential or proprietary to enCore, or from the use or disclosure of confidential or proprietary information about another entity acquired as a result of or in the course of employment with enCore.

All of enCore’s assets should only be used for legitimate business purposes, and the use of Company property for any unlawful, unauthorized or unethical purpose is strictly prohibited. No directors, officers or employees shall intentionally damage or destroy Company property or commit or condone theft.

Confidentiality of Corporate Information

Directors, officers and employees must maintain the confidentiality of information entrusted to them by enCore or its customers, except when disclosure is authorized or legally mandated. Confidential information includes (without limitation) all non-public information that might be of use to competitors or might be harmful to enCore or its partners and associates, if disclosed. For further information, see the Company’s Corporate Disclosure Policy.

Proper Use of Computers and the Internet

Company information technology systems, including (without limitation) computers, email, internet, telephones, and voice mail, are Company property and are to be used primarily for business purposes. Corporate information technology systems may be used for minor or incidental use, provided that such use is kept to a minimum and is in compliance with corporate policy. Company information technology systems shall not be used to send harassing, threatening or obscene messages or chain letters, to access the internet for inappropriate use, or to send or distribute copyrighted documents (without proper permissions). EnCore may monitor the use of its information technology systems for business purposes or to conduct internal investigations if approved by the Chief Executive Officer and General Counsel.

4. Conduct with the Company’s Shareholders and the Public

Quality of Public Disclosure

enCore is committed to providing information about the Company to the public in a manner that is consistent with all applicable legal and regulatory requirements and that promotes investor confidence by facilitating fair, orderly, and efficient behavior. enCore’s reports and documents filed with or submitted to securities regulators in Canada and the United States, and enCore’s other public communications, must include full, fair, accurate, timely, and understandable disclosure. All directors, officers and employees who are involved in enCore’s disclosure process are responsible for using their best efforts to ensure that enCore meets such requirements. Directors, officers and employees are prohibited from knowingly misrepresenting, omitting or causing others to misrepresent or omit material information about enCore to others, including to enCore’s independent auditors. For further information, see the Company’s Corporate Disclosure Policy and Disclosure Controls and Procedures.

Retention of Records

enCore retains all business records in accordance with laws and regulations. The term “business records” covers a broad range of files, reports, business plans, receipts, policies and communications, including hard copy and electronic whether maintained at work or at home. enCore prohibits the unauthorized destruction of or tampering with any records, whether written or in electronic form, where enCore is required by law or government regulation to maintain such records or where it has reason to know of a threatened or pending government investigation or litigation relating to such records.

5. Conduct with Customers, Security Holders, Vendors, Suppliers, Competitors and Employees

Dealing with Security Holders, Customers, Suppliers, Competitors and Employees

Directors, officers and employees shall deal honestly, fairly and ethically with all of enCore’s security holders, customers, vendors, suppliers, competitors and employees. In all such dealings, directors, officers and employees shall comply with all laws, rules and regulations and not take any actions that would bring into question the integrity of enCore or any of its directors, officers or employees.

All directors, officers, and employees shall ensure that Company assets are used for legitimate business purposes only and that all transactions shall be made exclusively on the basis of price, quality, service and suitability to Company needs.

enCore shall only deal with vendors, suppliers and contractors who comply with all applicable legal requirements and the Company’s published standards and policies, including this Code and those relating to health and safety, environmental protection, anti-corruption and workplace rights. enCore has adopted a Vendor Code of Conduct which sets out guidelines and requirements for all vendors who provide products and/or services to the Company or who otherwise do business with the Company.

Agreements with Agents, Consultants and Contractors

Agreements with agents, consultants and contractors should include terms requiring compliance with applicable laws, regulations, and, where applicable, this Code, and providing for remedies, up to and including termination, for failure to so comply.

6. Conduct with respect to Health, Safety, Environment and Sustainability

Health and Safety

enCore is committed to making the work environment safe, secure and healthy for its employees and others and complies with all applicable laws and regulations relating to worker health and safety. The Company expects each director, officer, and employee to promote a positive working environment for all and to comply with Company policies concerning health and safety matters. An employee should immediately report any unsafe or hazardous conditions or materials, injuries and accidents connected with enCore’s business and any activity that compromises his or her security to his or her supervisor.

Directors, officers and employees must not possess or use, buy or sell illegal drugs or report for work under the influence of such drugs, marijuana, or alcohol. All threats or acts of physical violence or intimidation are prohibited. For further information, please see the specific safety manuals and procedures applicable to the Company’s various areas of operations.

Environmental Protection

enCore is committed to the operation of its facilities in a manner that puts the safety of its workers, its contractors, its community, the environment and the principles of sustainable development above all else. Whenever issues of safety conflict with other corporate objectives, safety shall be the first consideration. The Company has adopted a Health, Safety, Environment and Sustainability Policy that sets forth these principles. All levels of management and all employees are responsible for compliance with the Health, Safety, Environment and Sustainability Policy within their areas of responsibility. The Company’s Board and the Health, Safety, Environmental and Sustainability Committee are responsible for the implementation of the Health, Safety, Environment and Sustainability Policy. For further information, please see the Company’s Health, Safety, Environment and Sustainability Policy.

7. Conduct within the Workplace

Respect for Our Employees

The Company’s employment decisions will be based on reasons related to its business, such as job performance, individual skills and talents, and other business-related factors. enCore requires adherence to all applicable federal, state and provincial employment laws. In addition to any other requirements of applicable laws in a particular jurisdiction, enCore prohibits discrimination in any aspect of employment based on race, color, appearance, religion, sex, gender, sexual orientation, gender identity or gender expression, national origin, ethnicity, disability or age (collectively, “Diversity”), within the meaning of applicable laws.

Abusive or Harassing Conduct Prohibited

enCore and its directors, officers and employees shall treat each other with professional courtesy and respect at all times and specifically must not subject any other employee to unwelcome sexual advances, requests for sexual favors, verbal or physical conduct which might be construed as sexual or harassing in nature, comments based on Diversity, or other non-business personal comments of conduct that makes others uncomfortable in their employment with the Company. Any employee who believes that he or she has been subjected to sexual or other harassment by any other employee should immediately advise his or her supervisor and the Chief Administrative Officer and General Counsel of the incident. In the event a supervisor is involved in an incident, an employee may advise only the Chief Administrative Officer and General Counsel and/or any other executive officer of the Company. The identity of those involved shall be kept strictly confidential. The incident shall be thoroughly investigated and documented with appropriate action taken.

Privacy

enCore (and third parties who may be authorized by the Company) collects and maintains personal information that relates to each employee’s employment, including compensation, medical and benefit information. enCore follows procedures and applicable laws to protect information wherever it is stored or processed, and access to employees’ personal information is restricted. Employee personal information will only be released to outside parties in accordance with Company policies and applicable legal requirements. Employees who have access to personal information must ensure that personal information is not disclosed in violation of Company policies or practices or applicable laws.

8. Administration of this Code

Periodic Review by Board

This Code has been adopted by the Board and will be reviewed on an annual basis by the Audit Committee and by the Board and amended or supplemented as required from time to time.

Compliance with this Code and Reporting of Any Illegal or Unethical Behavior

Directors, officers and employees are expected to comply with all of the provisions of this Code. This Code will be strictly enforced. Violations will be dealt with immediately, including subjecting the director, officer or employee to corrective and/or disciplinary action, including without limitation, dismissal or removal from office. Violations of this Code that involve unlawful conduct will be reported to the appropriate authorities.

Situations that may involve a violation of ethics, laws, or this Code may not always be clear and may require difficult judgment. Directors, officers or employees who have concerns or questions about violations of laws, rules or regulations, or of this Code should report them to the Chief Administrative Officer and General Counsel or, in the case of reports by directors, to the Chair of the Audit Committee. Any concern under this Code, as well as any concerns that involve accounting, internal controls and auditing matters, may also be reported by employees on a confidential and anonymous basis under the Company’s Whistleblower Policy. Canadian securities regulatory authorities consider that conduct by a director or executive officer which constitutes a material departure from the Code will likely constitute a “material change” within the meaning of National Instrument 51-102 Continuous Disclosure Obligation, and the Company will be required to disclose the material change in a material change report.

Following receipt of any complaints submitted hereunder, the Chief Administrative Officer and General Counsel or Chair of the Audit Committee, as the case may be, will investigate each matter so reported and report to the Audit Committee. Notwithstanding the foregoing, matters of fraud, bribery and corruption shall be escalated to, and have direct executive oversight from, the Chief Executive Officer. The Audit Committee will have primary authority and responsibility for the enforcement of this Code, subject to the supervision of the Board.

enCore encourages all directors, officers, and employees to report promptly any suspected violation of this Code to the Chief Administrative Officer and General Counsel or, in the case of directors, to the Chair of the Audit Committee. Open communication of issues and concerns without fear of retribution or retaliation is vital to the successful implementation of this Code. Therefore, enCore will not tolerate retaliation for reports or complaints regarding suspected violations of this Code that were made in good faith. enCore will take such disciplinary or preventive action as it deems appropriate to address any violations of this Code that are brought to its attention.

Waivers and Amendments

Any waivers from this Code that are granted for the benefit of enCore’s directors or executive officers (including without limitation, its Chief Executive Officer, Chief Financial Officer, Chief Administrative Officer and General Counsel and persons performing similar functions) shall be granted by the Board. Any waivers for all other employees shall be granted exclusively by the Chief Executive Officer or by any other senior officer as may be designated by the Audit Committee. Material amendments to or waivers of the provisions in this Code will be promptly publicly disclosed in accordance with applicable laws and regulations.

Distribution of this Code

This Code will be circulated to all directors, officers and employees of enCore on an annual basis and more frequently whenever changes are made, and all employees are required to certify in writing their acknowledgement of the Code on an annual basis. New directors, officers and employees will be provided with a copy of this Code and will be advised of its importance.

Affirmation by Directors and Officers

At the time of each annual meeting of shareholders, the directors and officers of enCore will affirm their compliance with this Code in writing.

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Please indicate that you have received, read, and will abide by this Code by signing your name and dating the attached acknowledgment and returning it promptly to your supervisor/manager.

Acknowledgment

I certify that I have received and read and that I will abide by the Corporation’s Code of Business Conduct and Ethics distributed to me.


Signature		Date

Name: [Please Print]


Witness Signature		Date

Witness Name: [Please Print]

Exhibit 99.175

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form 40-F/A (Amendment No. 2) of enCore Energy Corp. of our report dated April 29, 2022, relating to the consolidated financial statements of enCore Energy Corp., which is filed as an exhibit to this Registration Statement.

		/s/ DAVIDSON & COMPANY LLP

Vancouver, Canada		Chartered Professional Accountants

January 12, 2023