{"url_path":"/sec/eu/10-q/2026/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1500881/0001628280-26-035003-index.html","accession_number":"0001628280-26-035003","cik":"0001500881","ticker":"EU","issuer_name":"enCore Energy Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1500881/0001628280-26-035003-index.html","primary_entity_key":"0001500881","primary_entity_name":"enCore Energy 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of Contents](#i65d9a83f99df4f6faa8b9f9e308575ba_7)\n\nUNITED STATES\n\nSECURITIES AND EXCHANGE COMMISSION\n\nWashington, D.C. 20549\n\nFORM 10-Q\n\n(Mark One)\n\nx\nQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934\n\n FOR THE QUARTERLY PERIOD ENDED March 31, 2026\n\no\nTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934\n\nFOR THE TRANSITION PERIOD OF _________ TO _________.\n\n Commission File Number: 001-41489\n\nENCORE ENERGY CORP.\n\n(Exact name of registrant as specified in its charter)\n\nBritish Columbia, Canada\n\nNot Applicable\n\nState or other jurisdiction of incorporation or organization\n\n(I.R.S. Employer Identification No.)\n\nOne Galleria Tower\n\n13355 Noel Rd, Suite 1700\n\nDallas, Texas 75240\n\n(Address of principal executive offices, including zip code)\n\nRegistrant’s telephone number, including area code: 361-239-2025 \n\nSecurities registered pursuant to Section 12(b) of the Act:\n\nTitle of each class\n\nTrading Symbol\n\nName of each exchange on which registered\n\nCommon Shares, no par value\n\nEU\n\nThe Nasdaq Capital Market LLC\n\nTSX Venture Exchange\n\nSecurities registered pursuant to Section 12(g) of the Act: None\n\nIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 x No o\n\nIndicate 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 x No o\n\nIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.\n\n Large accelerated filer\n\no\n\nAccelerated filer\n\no\n\nNon-accelerated filer\n\nx\n\nSmaller reporting company \n\nx\n\nEmerging growth company\n\no\n\n If an emerging growth company, 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. o\n\nIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒\n\nAs of May 12, 2026, there were  194,233,004 shares of the registrant’s no par value common shares, the registrant’s only outstanding class of voting securities, outstanding.\n\n1\n\n[Table of Contents](#i65d9a83f99df4f6faa8b9f9e308575ba_7)\n\nTABLE OF CONTENTS\n\nCautionary Note Regarding Forward Looking Statements\n[2](#i65d9a83f99df4f6faa8b9f9e308575ba_10)\n\n[PART I](#i65d9a83f99df4f6faa8b9f9e308575ba_16) - FINANCIAL INFORMATION\n\n[Item 1.](#i65d9a83f99df4f6faa8b9f9e308575ba_19)\nFinancial Statements\n[5](#i65d9a83f99df4f6faa8b9f9e308575ba_67)\n\n     Consolidated Unaudited Balance Sheets as of March 31, 2026 and Consolidated Audited Balance Sheet as of December 31, 2025\n\n     Consolidated Unaudited Statements of Operations for the Three Months Ended March 31, 2026 and 2025\n\n     Consolidated Unaudited Statements of Equity for the Three Months Ended March 31, 2026 and 2025\n\n     Consolidated Unaudited Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025\n\n     Notes to the Consolidated Unaudited Financial Statements\n\n[Item](#i65d9a83f99df4f6faa8b9f9e308575ba_169)[2](#i65d9a83f99df4f6faa8b9f9e308575ba_169)[.](#i65d9a83f99df4f6faa8b9f9e308575ba_169)\n\n[Management’s Discussion and Analysis of Financial Condition and Results of Operations](#i65d9a83f99df4f6faa8b9f9e308575ba_169)\n\n[30](#i65d9a83f99df4f6faa8b9f9e308575ba_169)\n\n[Item](#i65d9a83f99df4f6faa8b9f9e308575ba_172)3.\n\n[Quantitative and Qualitative Disclosures about Market Risk](#i65d9a83f99df4f6faa8b9f9e308575ba_172)\n\n[41](#i65d9a83f99df4f6faa8b9f9e308575ba_172)\n\n[Item](#i65d9a83f99df4f6faa8b9f9e308575ba_208)[4](#i65d9a83f99df4f6faa8b9f9e308575ba_208)[.](#i65d9a83f99df4f6faa8b9f9e308575ba_208)\n\n[Controls and Procedures](#i65d9a83f99df4f6faa8b9f9e308575ba_208)\n\n[41](#i65d9a83f99df4f6faa8b9f9e308575ba_175)\n\n[PART II](#i65d9a83f99df4f6faa8b9f9e308575ba_178) - OTHER INFORMATION\n\n[Item 1.](#i65d9a83f99df4f6faa8b9f9e308575ba_181)\n\n[Legal Proceedings](#i65d9a83f99df4f6faa8b9f9e308575ba_181)\n\n[42](#i65d9a83f99df4f6faa8b9f9e308575ba_181)\n\n[Item 1A.](#i65d9a83f99df4f6faa8b9f9e308575ba_184)\n\n[Risk Factors](#i65d9a83f99df4f6faa8b9f9e308575ba_184)\n\n[42](#i65d9a83f99df4f6faa8b9f9e308575ba_184)\n\n[Item 2.](#i65d9a83f99df4f6faa8b9f9e308575ba_229)\n\n[Unregistered Sales of Equity Securities and Use of Proceeds](#i65d9a83f99df4f6faa8b9f9e308575ba_187)\n\n[42](#i65d9a83f99df4f6faa8b9f9e308575ba_187)\n\n[Item 3.](#i65d9a83f99df4f6faa8b9f9e308575ba_232)\n\n[Defaults Upon Senior Securities](#i65d9a83f99df4f6faa8b9f9e308575ba_190)\n\n[43](#i65d9a83f99df4f6faa8b9f9e308575ba_190)\n\n[Item 4.](#i65d9a83f99df4f6faa8b9f9e308575ba_193)\n\n[Mine Safety Disclosures](#i65d9a83f99df4f6faa8b9f9e308575ba_193)\n\n[43](#i65d9a83f99df4f6faa8b9f9e308575ba_193)\n\n[Item 5.](#i65d9a83f99df4f6faa8b9f9e308575ba_196)\n\n[Other Information](#i65d9a83f99df4f6faa8b9f9e308575ba_196)\n\n[Item 6.](#i65d9a83f99df4f6faa8b9f9e308575ba_199)\n\n[Exhibits](#i65d9a83f99df4f6faa8b9f9e308575ba_199)\n\nSignatures\n\n[44](#i65d9a83f99df4f6faa8b9f9e308575ba_202)\n\n1\n\n[Table of Contents](#i65d9a83f99df4f6faa8b9f9e308575ba_7)\n\nWhen we use the terms “enCore Energy Corp.,” “we,” “us,” “our,” or the “Company,” we are referring to enCore Energy Corp. and its subsidiaries, unless the context otherwise requires. Throughout this document we make statements that are classified as “forward-looking.” Please refer to the “Cautionary Note Regarding Forward-Looking Statements” section of this document for an explanation of these types of assertions.\n\nCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS\n\nThis Quarterly Report on Form 10-Q (“Quarterly Report”) and information incorporated by reference herein, contains forward-looking statements and forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation that are subject to risks and uncertainties. Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “continue,” “plans,” “maintains,” “projects,” and similar terminology or variations (including negative variations) of such words and phrases or statements. Forward-looking statements and information are not historical facts, are made as of the date of this Quarterly Report, and include, but are not limited to, statements regarding discussions of results from operations (including, without limitation, statements about the Company’s opportunities, strategies, competition, expected activities, revenues from existing contracts and expenditures, including its sales strategy providing a base level of projected income as the Company pursues its business plan, the adequacy of the Company’s available cash resources and other statements about future events or results), performance (both operational and financial), including operational expansion and exploration, statements regarding the ability to complete, and the timing of completion of a distribution of common shares of Verdera (as defined below), and the ability to meet expectations regarding the continuation of delineation drilling adjacent to existing wellfields, future business plans and opportunities and statements as to management’s expectations with respect to, among other things, the activities contemplated in this Quarterly Report.\n\nForward-looking statements and information may include, but are not limited to, statements with respect to:\n\n●the Company’s future financial and operational performance;\n\n●the sufficiency of the Company’s current working capital, anticipated cash flow or its ability to raise necessary funds;\n\n●the anticipated amount and timing of work programs;\n\n●our expectations with respect to future exchange rates;\n\n●the estimated cost of and availability of funding necessary for sustaining capital;\n\n●\nforecast capital and non-operating spending, including changes in cost as a result of changes in trade restrictions, for example: the imposition of tariffs;\n\n●the Company’s plans and expectations for its property, exploration, development, extraction and community\nrelations operations;\n\n●the use of available funds;\n\n●expectations regarding the process for and receipt of regulatory approvals, permits and licenses under governmental and other applicable regulatory regimes, including U.S. government policies towards domestic uranium supply;\n\n●expectations about future uranium market prices, production costs and global uranium supply and demand;\n\n●expectations regarding holding physical uranium for long-term investment;\n\n●the establishment of mineral resources on any of the Company’s current or future mineral properties\n(other than the Company’s properties that currently have established mineral resource estimates);\n\n●future royalty and tax payments and rates;\n\n●expectations regarding possible impacts of litigation and regulatory actions; and\n\n●the completion of reclamation activities at former mine or extraction sites.\n\nSuch forward-looking statements reflect the Company’s current views with respect to future events, based on information currently available to the Company and are subject to and involve certain known and unknown risks, uncertainties, assumptions 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 in or implied by such forward-looking statements and information. The forward-looking statements and information in this Quarterly Report are based on material assumptions, including the following:\n\n2\n\n[Table of Contents](#i65d9a83f99df4f6faa8b9f9e308575ba_7)\n\n●\nour budget, including expected levels of exploration, evaluation, development, extraction and operational activities and costs, as well as assumptions regarding market conditions and other factors upon which we have based our income and expenditure expectations;\n\n●assumptions regarding the timing and use of our cash resources;\n\n●our ability to, and the means by which the Company can, raise additional capital to advance other exploration and evaluation objectives;\n\n●\nour operations and key suppliers of essential services;\n\n●the availability of our employees, contractors and subcontractors to continue operations;\n\n●\nour ability to obtain all necessary regulatory approvals, permits and licenses for our planned activities under governmental and other applicable regulatory regimes;\n\n●our expectations regarding the demand for and supply of uranium, the outlook for long-term contracting, changes in regulations, public perception of nuclear power, and the construction of new and ongoing operation of existing nuclear power plants;\n\n●our expectations regarding spot and long-term prices and realized prices for uranium;\n\n●our expectations that our holdings of physical uranium will be helpful in securing project financing and/or in securing long- term uranium supply agreements in the future;\n\n●\nour expectations regarding tax rates, currency exchange rates, and interest rates;\n\n●our decommissioning and reclamation obligations and the status and ongoing maintenance of agreements with third parties with respect thereto;\n\n●\nour mineral resource estimates, and the assumptions upon which they are based;\n\n●\nour, and our contractors’, ability to comply with current and future environmental, safety and other regulatory requirements and to obtain and maintain required regulatory approvals; and\n\n●our operations are not significantly disrupted by political instability, nationalization, terrorism, sabotage, pandemics, social or political activism, breakdown, natural disasters, governmental or political actions, litigation or arbitration proceedings, equipment or infrastructure failure, labor shortages, transportation disruptions or accidents, or other development or exploration risks.\n\nSome of the risks and uncertainties that could cause actual results to differ materially from any future results expressed in or implied by the forward-looking statements and information in this Quarterly Report include, among others, the following:\n\n3\n\n[Table of Contents](#i65d9a83f99df4f6faa8b9f9e308575ba_7)\n\n●\nour history of negative operating cash flows and our ability to develop or maintain positive cash flow\n\nfrom our extraction activities and the ability to obtain additional financing, if needed, in connection with the implementation of business and strategic plans;\n\n●risks associated with our expansion-by-acquisition strategy;\n\n●\nour properties do not contain mineral reserves and some of our properties, projects and facilities may not be economic within a reasonable time period or at all;\n\n●reliance on key personnel, contractors and experts;\n\n●conflicts of interest of our directors and officers;\n\n●risks associated with exploration of, development of, and extraction from mineral properties;\n\n●our reliance on third party drilling contractors, including an increased risk of loss, including weather related risks or underutilization of drilling rigs;\n\n●risks inherent to mineral exploration and extraction;\n\n●the commercial viability of economic extraction of minerals from uranium deposits;\n\n●the subjectiveness and uncertainty of estimations of mineral resources;\n\n●future mineral extraction estimates may not be achieved;\n\n●estimates of commodity prices used in preliminary economic assessments may never be realized;\n\n●requirements to obtain or retain key permits to advance or achieve extraction;\n\n●\ninvolvement of external groups, including Native American tribes or non-governmental organizations, in the permitting process;\n\n●challenges to title of our mineral property interests;\n\n●our ability to attract, retain, train, motivate, and develop skilled employees;\n\n●existing competition and geopolitical changes in the competitive landscape;\n\n●public opinion and perception of nuclear energy;\n\n●volatility in market prices of uranium;\n\n●applicable laws, regulations and standards, including environmental protection laws and regulations;\n\n●\nour ability to raise equity or obtain debt financing, including obtaining additional financing on acceptable terms when needed;\n\n●accuracy of extraction, capital and operating cost estimates;\n\n●\nability of novel methods for extraction to yield anticipated results;\n\n●the need for technical innovation and risk of obsolescence;\n\n●\navailability of a public market for uranium, including global demand and supply;\n\n●\nchanges and uncertainty in United States trade policy, tariff and import/export regulations;\n\n●risks related to our operations on federal lands, including possible designation of national monuments or withdrawal of permits;\n\n●risks related to our Alta Mesa joint venture;\n\n●\ntaxation implications of United States holders if the Company is a passive foreign investment company;\n\n●\npotential dilution if we issue additional common shares, no par value (the “common shares”) or securities convertible into common shares;\n\n●price volatility of our common shares;\n\n●our expectation to not declare or pay dividends;\n\n●\nreliance on information technology systems, and cybersecurity risks;\n\n●\nthe time and resources necessary to comply with corporate governance practices and securities rules and regulations in the United States and Canada;\n\n●our management’s ability to maintain effective internal controls;\n\n●our remediation plan and ability to remediate the material weaknesses in our internal controls over financial reporting;\n\n●potential lack of access to enforcement of civil liabilities against the Company or its directors and officers;\n\n●our ability to protect our proprietary data, technology and intellectual property;\n\n●changes in climate conditions; and\n\n●other risks included under the heading “Risk Factors” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 31, 2026 (the “Annual Report”).\n\n4\n\n[Table of Contents](#i65d9a83f99df4f6faa8b9f9e308575ba_7)\n\nWhile forward-looking statements and information reflect our good faith beliefs, they are not guarantees of future performance. Any forward-looking statements and information are based on estimates and assumptions only as of the date of this Quarterly Report, and the Company undertakes no obligation to update or revise any forward-looking statement or information to reflect information, events, results, circumstances or the occurrence of unanticipated events, except as required by applicable laws. New factors emerge from time to time, and it is not possible for management to predict all of such factors and to assess in advance the impact of each such factors on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements or information.\n\n5\n\n[Table of Contents](#i65d9a83f99df4f6faa8b9f9e308575ba_7)\n\nenCore Energy Corp\n\nConsolidated Balance Sheets\n\n(in thousands, except per share data)March 31, 2026 (Unaudited)December 31, 2025\n\nASSETS\n\nCurrent assets\n\nCash and cash equivalents$41,562 $52,403 \n\nAccounts receivable5,039 4,944 \n\nPrepaid expenses and other current assets6,867 3,559 \n\nMarketable securities70,117 43,591 \n\nInventory, net9,934 5,317 \n\nTotal current assets133,519 109,814 \n\nMineral rights and properties, net262,926 265,834 \n\nProperty, plant and equipment, net40,510 41,160 \n\nIntangible assets, net1,256 1,465 \n\nRestricted cash9,764 8,388 \n\nRight of use assets - operating lease3,051 3,083 \n\nOther long-term assets637 678 \n\nTotal assets$451,663 $430,422 \n\nLIABILITIES AND STOCKHOLDERS' EQUITY\n\nCurrent liabilities\n\nAccounts payable and accrued liabilities$11,611 $12,434 \n\nAccounts payable - related parties128 1,060 \n\nOperating lease liabilities, current314 186 \n\nTotal current liabilities12,053 13,680 \n\nDeferred tax liabilities26,190 26,384 \n\nAsset retirement obligations18,994 18,915 \n\nConvertible senior notes110,220 109,986 \n\nOperating lease liabilities, non-current3,006 3,077 \n\nTotal liabilities170,463 172,042 \n\nCommitments and contingencies (Note 10)\n\nStockholders’ equity\n\nCommon stock 194,216,153 and 187,354,424 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively\n409,567 382,842 \n\nAdditional paid-in-capital50,329 56,733 \n\nAccumulated deficit(202,300)(207,704)\n\nAccumulated other comprehensive loss(2,817)(2,626)\n\nTotal stockholders' equity254,779 229,245 \n\nNon-controlling interests26,421 29,135 \n\nTotal equity281,200 258,380 \n\nTotal liabilities and stockholders' equity$451,663 $430,422 \n\nSee accompanying notes to the unaudited consolidated financial statements.\n\n6\n\n[Table of Contents](#i65d9a83f99df4f6faa8b9f9e308575ba_7)\n\nenCore Energy Corp\n\nConsolidated Statements of Operations (Unaudited)\n\nThree Months Ended March 31,\n\n(in thousands, except share amounts)20262025\n\nRevenue$18,301 $18,239 \n\nCost of sales18,365 18,262 \n\nGross profit (loss)(64)(23)\n\nOperating costs:\n\nMineral property expenditures10,660 5,544 \n\nGeneral and administrative10,153 8,032 \n\nDepreciation, amortization and accretion1,230 1,149 \n\nGain on sale of mineral properties(34,438)- \n\nOther operating costs2,374 878 \n\nTotal operating expenses(10,021)15,603 \n\nOperating income (loss)9,957 (15,626)\n\nGain on marketable securities, realized3,840 - \n\nLoss on marketable securities, unrealized(10,048)(9,876)\n\nInterest income386 279 \n\nInterest expense(1,815)(346)\n\nTotal other expense\n(7,637)(9,943)\n\nNet income (loss) before income taxes2,320 (25,569)\n\nIncome tax benefit(193)(182)\n\nNet income (loss)2,513 (25,387)\n\nLess: Net loss attributable to non-controlling interests(2,891)(1,144)\n\nNet income (loss) attributable to enCore Energy Corp.$5,404 $(24,243)\n\nNet income (loss) per share basic and diluted$0.03 $(0.13)\n\nWeighted average number of shares\n\nBasic and diluted191,415,846186,222,285\n\nSee accompanying notes to the unaudited consolidated financial statements.\n\n7\n\n[Table of Contents](#i65d9a83f99df4f6faa8b9f9e308575ba_7)\n\nenCore Energy Corp\n\nConsolidated Statements of Comprehensive Loss (Unaudited)\n\nThree Months Ended March 31,\n\n(in thousands)20262025\n\nNet income (loss)$2,513 $(25,387)\n\nForeign currency translation adjustment(191)65 \n\nTotal other comprehensive gain (loss), (net of tax)(191)65 \n\nComprehensive income (loss)2,322 (25,322)\n\nComprehensive loss attributable to non-controlling interests(2,891)(1,144)\n\nComprehensive income (loss) attributable to enCore Energy Corp.$5,213 $(24,178)\n\nSee accompanying notes to the unaudited consolidated financial statements.\n\n8\n\n[Table of Contents](#i65d9a83f99df4f6faa8b9f9e308575ba_7)\n\nenCore Energy Corp\n\nConsolidated Statements of Cash Flow (Unaudited)\n\nThree Months Ended March 31,\n\n(in thousands)        20262025\n\nOPERATING ACTIVITIES\n\nNet income (loss)$2,513 $(25,387)\n\nAdjustments to reconcile net loss to net cash used in operating activities\n\nAmortization, depreciation and accretion1,230 1,149 \n\nAmortization of debt issuance costs\n234 - \n\nDepletion\n1,083 1,010 \n\nStock based compensation2,374 878 \n\nInventory impairment charge76 155 \n\nGain on sale of mineral properties(34,438)- \n\nExploration costs related to mineral properties8,631 2,746 \n\nUnrealized loss on marketable securities10,048 9,876 \n\nDeferred tax liability(194)(182)\n\nRealized gain on marketable securities(3,840)- \n\nChanges in operating assets and liabilities:\n\nAccounts receivables(95)- \n\nPrepaids and deposits(1,552)822 \n\nInventories(5,084)14,350 \n\nAccounts payable and accrued liabilities(1,188)(867)\n\nAsset retirement obligations(333)(37)\n\nDue to related parties\n(891)(12,248)\n\nNet cash used in operating activities$(21,426)$(7,735)\n\nINVESTING ACTIVITIES\n\nPurchase of property, plant, and equipment(995)(3,964)\n\nPurchase of intangible assets- (1,000)\n\nExploration costs related to mineral properties(8,631)(2,746)\n\nPurchase of marketable securities(6,070)- \n\nProceeds from sale of marketable securities9,725 - \n\nNet cash used in investing activities$(5,971)$(7,710)\n\nFINANCING ACTIVITIES\n\nProceeds from exercise of warrants17,798 236 \n\nProceeds from exercise of stock options149 141 \n\nContributions from non-controlling interest- 5,045 \n\nNet cash provided by financing activities$17,947 $5,422 \n\nNet decrease in cash, cash equivalents and restricted cash(9,450)(10,023)\n\nForeign exchange difference on cash, cash equivalents and restricted cash(15)27 \n\nCash, cash equivalents and restricted cash, beginning of period60,791 47,452 \n\nCash, cash equivalents and restricted cash, end of period$51,326 $37,456 \n\nSee accompanying notes to the unaudited consolidated financial statements.\n\n9\n\n[Table of Contents](#i65d9a83f99df4f6faa8b9f9e308575ba_7)\n\nenCore Energy Corp\n\nConsolidated Statements of Cash Flow (Unaudited) (continued)\n\nThree Months Ended March 31,\n\n20262025\n\nSupplemental disclosures:\n\nCash paid for interest$3,040 $1,809 \n\nNon-cash activities:\n\nProperty, plant, and equipment additions included in accounts payable and accrued liabilities454 1,429 \n\nMineral property depletion costs capitalized into inventory during the period1,017 1,781 \n\nInvestments obtained as part of sale of mineral property36,530 - \n\nInventory distributions to non-controlling interest1,579 1,053 \n\nSee accompanying notes to unaudited consolidated financial statements.\n\n10\n\n[Table of Contents](#i65d9a83f99df4f6faa8b9f9e308575ba_7)\n\nenCore Energy Corp\n\nConsolidated Statements of Stockholders’ Equity (Unaudited)\n\nCommon StockAdditional Paid-\nin-Capital\nAccumulated Deficit\n\nAccumulated Other Comprehensive Loss\n\nNoncontrolling Interests\n\nTotal Equity\n\n(in thousands, except share amounts)\nShares\nAmount\n\nBalance at January 1, 2025186,114,948$380,325 $59,856 $(150,848)$(3,597)$32,806 $318,542 \n\nNet loss-- - (24,243)- (1,144)(25,387)\n\nContributions from non-controlling interest-- 5,045 - - 1,457 6,502 \n\nInventory transfers to non-controlling interest-- - - - (1,053)(1,053)\n\nShares issued for exercise of warrants90,000302 (66)- - - 236 \n\nShares issued for exercise of stock options181,333241 (100)- - - 141 \n\nShare-based compensation-- 878 - - - 878 \n\nCumulative translation adjustment-- - - 65 - 65 \n\nBalance at March 31, 2025186,386,281$380,868 $65,613 $(175,091)$(3,532)$32,066 $299,924 \n\nBalance at January 1, 2026187,354,424$382,842 $56,733 $(207,704)$(2,626)$29,135 $258,380 \n\nNet income (loss)-- - 5,404 - (2,891)2,513 \n\nCash contributions from non-controlling interest-- - - - 1,756 1,756 \n\nInventory transfers to non-controlling interest-- - - - (1,579)(1,579)\n\nShares issued for exercise of warrants6,786,49526,465 (8,667)- - - 17,798 \n\nShares issued for exercise of stock options75,234260 (111)- - - 149 \n\nShare-based compensation-- 2,374 - - - 2,374 \n\nCumulative translation adjustment-- - - (191)- (191)\n\nBalance at March 31, 2026194,216,153$409,567 $50,329 $(202,300)$(2,817)$26,421 $281,200 \n\nSee accompanying notes to the unaudited consolidated financial statements.\n\n11\n\nenCore Energy Corp.\n\nNotes to Consolidated Financial Statements (Unaudited)\n\n(all amounts in thousands, except for shares)\n\n1.Nature of Operations\n\nenCore 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, development and extraction of uranium resource properties in the United States. The Company’s corporate headquarters is located at 13355 Noel Rd, Suite 1700, Dallas, Texas 75240.\n\nThe Company is focused on the extraction of domestic uranium in the United States. The Company utilizes the proven In-Situ Recovery technology (“ISR”) to provide necessary fuel for the generation of clean, reliable, and carbon-free nuclear energy.\n\nThe Company is an “Exploration Stage Issuer” as defined by Regulation S-K subpart 1300 (“S-K 1300”) of the Securities Act of 1933, as amended (the “Securities Act”) as it has not established proven or probable mineral reserves, as required by the SEC to be defined as a Development Stage Issuer.\n\n2.Summary of Significant Accounting Policies\n\nBasis of Presentation\n\nThese unaudited consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the SEC applicable to interim financial information and should be read in conjunction with the consolidated financial statements and notes thereto and the summary of significant accounting policies included in the Company’s Annual Report for the year ended December 31, 2025, which was filed with the SEC on March 31, 2026.\n\nAs of January 1, 2025, the Company became a U.S. Domestic Issuer, as defined by the SEC. Upon becoming a U.S. Domestic Issuer, and including the report herein, the Company has prepared its consolidated financial statements in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”) for all periods presented.\n\nIn management’s opinion, the consolidated financial statements include all normal and recurring adjustments that are considered necessary for the fair presentation of the Company’s financial position and operating results. The results for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the twelve months ending December 31, 2026.\n\nThese financial statements are presented in thousands of United States Dollars (“USD”) unless otherwise noted. There are certain disclosures where the Company discloses the amount in Canadian Dollars (“CAD,”) if this is the currency in which the instrument is denominated.\n\nPrinciples of Consolidation\n\nThese financial statements incorporate the financial statements of the Company and its controlled subsidiaries. The Company consolidates entities that it controls due to ownership of a majority voting interest and consolidates variable interest entities (“VIEs”) when it is the primary beneficiary. All intercompany transactions and balances have been eliminated.\n\nThe Company has a 70% interest in the Alta Mesa Central Processing Plant (“CPP”) and Wellfield project (“Alta Mesa” or the “Alta Mesa Project”) with Boss Energy Limited (“Boss” or “Boss Energy”) owning the remaining 30%. The Company retained control after Boss acquired its interest in February 2024. Alta Mesa is considered a VIE, with the Company being considered the primary beneficiary. As a result, the Company consolidates the operations of Alta Mesa with an offsetting non-controlling interest being recorded.\n\nNon-controlling interests represent the portion of their equity which is not attributable, directly or indirectly, to the Company. These amounts are required to be reported as equity instead of as a liability on the audited and unaudited consolidated balance sheets. Financial Accounting Standards Board (the “FASB”) Accounting Standard\n\n12\n\nenCore Energy Corp.\n\nNotes to Consolidated Financial Statements (Unaudited)\n\n(all amounts in thousands, except for shares)\n\nCodification (“ASC”) Topic 810, Consolidation requires net income or loss from non-controlling interests to be shown separately on the consolidated statements of operations.\n\nUse of Estimates\n\nThe preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenues and expenses during the reported periods. Areas requiring significant judgments, estimates, and assumptions include the valuation of acquired mineral rights and properties, equity-method accounted investments, existence of impairment indicators for the Company’s long-lived assets, valuation and measurement of impairment losses on mineral rights and properties, valuation of asset retirement obligations, and valuation of stock options, share purchase warrants and share-based compensation. Other areas requiring estimates include depletion and amortization of mineral rights and properties and depreciation of property, plant and equipment. Actual results could differ significantly from those estimates and assumptions.\n\nEquity Method Investments\n\nInvestments in an entity in which our ownership is greater than 20% but less than 50%, a 50/50 joint venture which the Company does not control, or an entity where other facts and circumstances indicate that we have the ability to exercise significant influence over its operating and financing policies, are accounted for using the equity method in accordance with FASB ASC Topic 323, Investments – Equity Method and Joint Ventures.\n\nThe Company accounts for equity method investments over which the Company exerts significant influence, but not control, over the financial and operating policies through the fair value option of FASB ASC Topic 825, Financial Instruments. The fair value of the investee’s common shares is measured based on its closing market price. Subsequent to initial recognition, equity method investments are measured at fair value and changes therein are recognized as a component of loss on marketable securities, unrealized in the unaudited consolidated statements of operations.\n\nRevenue Recognition and Accounts Receivables\n\nOur revenues are primarily derived from the sale of uranium concentrates under contracts with major U.S. utilities. Revenue is recognized when delivery is evidenced by book transfer at the applicable uranium storage facility. The sales contracts specify the quantity to be delivered, the price, payment terms and the year of the delivery. Under these contracts, each product delivered to the customer represents a separate performance obligation. The Company's contracts with its customers include minimum quantities to be delivered over terms greater than one year and may include fixed prices, market-based prices, and other variable pricing. In many contracts the variable consideration is allocated entirely to a wholly unsatisfied performance obligation, having met the criteria to do so. Other contracts may require certain variable consideration to be estimated and constrained as part of the transaction price.\n\nUnder the Company’s uranium contracts, it invoices customers after the performance obligations have been satisfied, at which point payment is unconditional. Accordingly, the Company’s uranium contracts generally do not give rise to contract assets or liabilities.\n\nThe Company applies the optional exemption not to disclose the remaining transaction price that is variable and allocated to wholly unsatisfied future quantities. The Company expects to recognize revenue related to fixed and unconstrained variable consideration of $186,501 through December 31, 2029, and $128,615 thereafter under the non-cancelable portion of these contracts.\n\nTrade accounts receivables are recorded at the invoiced amount and do not bear interest. The Company evaluates its estimate of expected credit losses based on historical experience and current and forecasted future economic conditions for each portfolio of customers. As of March 31, 2026 and December 31, 2025, the Company did not have an allowance for expected credit losses for trade accounts receivable. As of March 31, 2026 and\n\n13\n\nenCore Energy Corp.\n\nNotes to Consolidated Financial Statements (Unaudited)\n\n(all amounts in thousands, except for shares)\n\nDecember 31, 2025, the Company had $5,039 and $4,944 of receivables from contracts with customers, respectively.\n\nRecently Adopted and Issued Accounting Standards\n\nRecently Adopted Accounting Standards\n\nIn July 2025, the FASB issued Accounting Standards Update (“ASU’) 2025‑05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This ASU provides a practical expedient that permits entities to assume that current conditions as of the unaudited balance sheet date will remain unchanged for the remaining life of current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. The guidance is effective for annual reporting periods beginning after December 15, 2025, including interim reporting periods within those annual periods. The Company adopted this ASU effective January 1, 2026, and has elected not to use the practical expedient for the period ended March 31, 2026. The adoption did not have a material impact on the Company's consolidated financial statements.\n\nRecently Issued Accounting Standards\n\nIn September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This ASU modernizes outdated guidance for internal-use software costs to reflect current development practices, including agile and iterative methods, replacing the previous waterfall-based model. The amendments eliminate the requirement to classify costs by development stages (preliminary, application development, and post-implementation) and introduce a principles-based threshold for capitalization. Under the new guidance, capitalization begins when management authorizes and commits funding for the project and it is probable the project will be completed and the software will perform its intended function (probable-to-complete threshold). The amendments are effective for fiscal years beginning after December 15, 2027, which would require us to adopt the provisions as of the beginning of our fiscal year 2028. Management does not expect this ASU to have a material impact on our disclosures.\n\nIn November 2024, the FASB issued ASU 2024‑03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220‑40): Disaggregation of Income Statement Expenses. This ASU requires public business entities to disclose, in the notes to the financial statements, disaggregated information about certain expense categories included within income statement captions, without changing the presentation of the income statement. The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting this ASU on its unaudited consolidated financial statements and related disclosures.\n\nIn December 2025, the FASB issued Accounting Standards Update (ASU) 2025‑12, Codification Improvements (Issue 4 - Calculation of Earnings per Share When a Loss from Continuing Operations Exists). This ASU clarifies the application of earnings per share (“EPS”) guidance when an entity reports a loss from continuing operations, including the interaction between basic and diluted EPS calculations in such circumstances. The amendments are intended to reduce diversity in practice without changing the underlying economics of EPS presentation. The guidance is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting this ASU on its unaudited consolidated financial statements and related disclosures.\n\n14\n\nenCore Energy Corp.\n\nNotes to Consolidated Financial Statements (Unaudited)\n\n(all amounts in thousands, except for shares)\n\n3.Inventory, Net\n\nCosts of inventory consisted of the following:\n\nMarch 31, 2026December 31, 2025\n\nPurchased uranium inventories$5,603 $- \n\nRaw uranium1,541 3,558 \n\nUranium concentrates from extraction2,674 1,647 \n\nMaterials and supplies116 112 \n\nTotal$9,934 $5,317 \n\nIn order to measure inventory at the lower of cost and net realizable value for the three months ended March 31, 2026 and 2025, the Company recognized impairment losses related to purchased uranium in the amount of $76 and $155, respectively. These losses are recorded in cost of goods sold in the Company’s unaudited consolidated statements of operations.\n\nThe Company recognized depletion in cost of sales of $1,083 and $1,010 for the three months ended March 31, 2026 and 2025, respectively. Depletion relates to capitalized costs for mineral properties that were depleted to inventory using the units-of-production method and subsequently recognized in cost of sales upon the sale of related inventory.\n\n4.Investments in Equity and Marketable Securities\n\nThe Company records both marketable securities and equity method investments at fair value. The Company has classified these investments on the Company’s unaudited consolidated balance sheets as marketable securities.\n\nThe following table summarizes the changes in fair value of the Company’s investment in equity securities as of March 31, 2026 and December 31, 2025:\n\nMarch 31, 2026December 31, 2025\n\nBalance, beginning of period$43,591 $24,883 \n\nInvestment obtained as part of sale of mineral property (Verdera)36,530 - \n\nInvestment in publicly traded companies (Non-Verdera)6,069 34,396 \n\nDivestment of publicly traded companies(5,885)(11,151)\n\nFair value loss on marketable securities (unrealized)(10,048)(5,681)\n\nForeign exchange gain (loss) translation(140)1,144 \n\nBalance, end of period70,117 43,591 \n\nNoncurrent marketable securities- - \n\nCurrent marketable securities$70,117 $43,591 \n\nDuring the three months ended March 31, 2026, the Company purchased an additional 3,332,000 shares for $6,069 and disposed of 11,003,813 shares for $5,885. As of March 31, 2026, the remaining shares and warrants are carried at a fair value of $70,117.\n\nDuring the three months ended March 31, 2025, the Company did not purchase or dispose of shares related to investments held as of December 31, 2024. As of March 31, 2025, the shares and warrants are carried at a fair value of $14,817.\n\nThe realized gain on marketable securities sold during the three months ended March 31, 2026 was $3,840. The Company had no realized gains or losses on marketable securities sold during the three months ended March 31,\n\n15\n\nenCore Energy Corp.\n\nNotes to Consolidated Financial Statements (Unaudited)\n\n(all amounts in thousands, except for shares)\n\n2025. The Company recorded an unrealized loss on marketable securities for the three months ended March 31, 2026 of $10,048 and an unrealized loss of $9,876, for the same period in 2025.\n\n5.Intangible Assets, Net\n\nIntangible assets consist of the following as of March 31, 2026 and December 31, 2025:\n\nGross Carrying AmountAccumulated\nAmortizationNet Carrying Amount\n\nMarch 31, 2026\n\nDefinite-lived: Data access agreement$258 $134 $124 \n\nIndefinite-lived: Data purchases1,132 - 1,132 \n\n$1,390 $134 $1,256 \n\nDecember 31, 2025\n\nDefinite-lived: Data access agreement$263 $132 $131 \n\nIndefinite-lived: Data purchases1,334 - 1,334 \n\n$1,597 $132 $1,465 \n\nAggregate intangible asset amortization expense was $5 for the three months ended March 31, 2026 and 2025, respectively, and was recorded in depreciation, amortization and accretion expense in the unaudited consolidated statements of operations.\n\nEstimated future intangible asset amortization expense based upon the carrying value as of March 31, 2026 is as follows:\n\nRemainder of 202620272028202920302031ThereafterTotal\n\nAmortization expense$14 $19 $19 $19 $19 $19 $15 $124 \n\n6.Property, Plant & Equipment, Net\n\nProperty, plant and equipment, net consists of the following:\n\nMarch 31, 2026December 31, 2025\n\nUranium plants$20,190 $12,196 \n\nOther property and equipment16,326 23,420 \n\nConstruction in progress12,616 13,356 \n\nTotal property, plant and equipment49,132 48,972 \n\nLess: Accumulated depreciation(8,622)(7,812)\n\nTotal property, plant and equipment, net$40,510 $41,160 \n\nAggregate depreciation expense was $810 and $687 for the three months ended March 31, 2026 and 2025, respectively. These amounts are included in depreciation, amortization and accretion in the unaudited consolidated statements of operations.\n\n16\n\nenCore Energy Corp.\n\nNotes to Consolidated Financial Statements (Unaudited)\n\n(all amounts in thousands, except for shares)\n\n7.Mineral Rights and Properties\n\nAs of March 31, 2026, we had mineral rights in the states of Texas, Wyoming, South Dakota, Colorado, Arizona and New Mexico. These mineral rights were acquired through asset acquisitions, lease agreements or option agreements. As of March 31, 2026 and 2025, annual maintenance payments of approximately $2,262 and $1,610 are required to maintain these mineral rights.\n\nAs of March 31, 2026, the activity of these mineral rights and properties was as follows:\n\nAmount\n\nBalance, December 31, 2025$265,834 \n\nDepletion capitalized into inventory(1,017)\n\nDivestments(1,891)\n\nBalance, March 31, 2026$262,926 \n\nThe Company recognized depletion of $1,017 and $2,209 that was capitalized to inventory during the three months ended March 31, 2026 and 2025, respectively, utilizing the units-of-production method. Of this amount, $219 and $231 was included in distributions to non-controlling interest and $774 and $1,978 was capitalized into ending inventory as of March 31, 2026 and 2025, respectively.\n\nTexas\n\nAlta Mesa Project\n\nThe Alta Mesa Project is located in Brooks County, Texas. In February 2024, the Company completed several transactions under a master transaction agreement (the “MT Agreement”) with Boss Energy. The completion of these transactions resulted in the Company holding a 70% interest in the project while also remaining as the project manager. Boss Energy holds a 30% interest in the project. As of March 31, 2026, $110,799 was capitalized as Mineral rights and property on the Company’s unaudited consolidated balance sheets.\n\nWyoming\n\nGas Hills\n\nThe Company owns a 100% interest in the Gas Hills Project located in the historic Gas Hills Uranium District 45 miles east of Riverton, Wyoming, in Fremont County. The Gas Hills Project consists of approximately 1,280 surface acres and 12,960 net mineral acres of unpatented lode claims, a State of Wyoming mineral lease, and private mineral leases, within a brownfield site which has experienced extensive development including extraction and mill site production. For a more detailed discussion of the Gas Hills Project, see the section titled “Material Properties,” below for this project.\n\nJuniper Ridge\n\nThe Juniper Ridge Project is an Exploration Stage Property located in Wyoming. The Company owns a 100% interest in the Juniper Ridge Project located in Carbon County that consists of approximately 640 surface acres and 3,240 net mineral acres of unpatented lode mining claims, a State of Wyoming mineral lease and is located within a brownfield site which has experienced extensive exploration, development, and mine production.\n\nSouth Dakota\n\nDewey Burdock\n\nThe Dewey Burdock Project is an ISR uranium project located in Fall River County, near Edgemont, South Dakota.\n\n17\n\nenCore Energy Corp.\n\nNotes to Consolidated Financial Statements (Unaudited)\n\n(all amounts in thousands, except for shares)\n\nNotably, the advanced stage Dewey Burdock Uranium Project (“Dewey Burdock” or “Dewey Burdock Project”) in South Dakota has demonstrated ISR resources, including a 2019 Preliminary Economic Assessment (“PEA”) citing robust economics. The Dewey Burdock Project has its source material license from the U.S. Nuclear Regulatory Commission (“NRC”) and its underground injection permits and aquifer exemption from the U.S. Environmental Protection Agency (“EPA”).\n\nOn September 2, 2025, the Company announced that the Dewey Burdock Project had been approved for inclusion in the FAST-41 Program by the U.S. Federal Permitting Improvement Steering Council (“Permitting Council”). This is a component of the implementation of President Trump’s Executive Order on Immediate Measures to Increase American Mineral Production. The Dewey Burdock Project received its Source and Byproduct Materials License in 2014, from the NRC. The Company will work with the NRC as the lead agency for federal permitting with an objective to advance the Dewey Burdock Project into development and operation utilizing the ISR uranium extraction process. Under the Executive Order, the Permitting Council identifies priority infrastructure and critical mineral projects to receive accelerated permitting review. The addition of the first South Dakota ISR project supports the domestic uranium production focus of the United States. This focus enables the development of essential clean energy, extracted through environmentally responsible ISR technology, to provide affordable, reliable domestic energy.\n\nOn September 16, 2025, the Company announced that the EPA Environmental Appeals Board (“EAB”) has denied in full a petition for review filed by the Oglala Sioux Tribe, Black Hills Clean Water Alliance, and NDN Collective against the EPA’s issuance of Class III and Class V Underground Injection Control (“UIC”) permits for the Company’s 100%-owned Dewey Burdock Project. The decision allows the Dewey Burdock Project to advance through federal permitting with the intent to continue state permitting activities in 2026, accelerating the Project towards development ahead of schedule.\n\nNew Mexico\n\nMcKinley, Crownpoint and Hosta Butte\n\nIn April 2025, the Company executed a definitive sale and purchase agreement to sell certain mineral rights and properties that were classified as held for sale and owned by NM Energy Holding Canada Corp. (“NM Energy Canada”), an enCore subsidiary (the “Verdera Transaction”) that holds the Crownpoint and Hosta Butte projects located in McKinley County, New Mexico, to Verdera Energy Corp. (“Verdera”) pursuant to a share purchase agreement, dated March 17, 2025 (the “Share Purchase Agreement”). As a result of the Verdera Transaction, the Company received 50,000,000 Preferred Shares of Verdera. The Preferred Shares provide voting rights related to approval of a “Going Public Transaction”, which is defined as a transaction that results in the common shares of Verdera being listed on a Canadian stock exchange and concurrent registration under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which the Company agreed to vote in favor of so long as the Going Public Transaction results in aggregate gross proceeds to Verdera of at least CAD $20 million.\n\nOn February 20, 2026, Verdera announced POCML 7 Inc. acquired all issued and outstanding common shares of Verdera and as a result of such transaction, the resulting issuer was renamed Verdera Energy Corp. (“Resulting Verdera”) and listed on the TSX-V. The initial public offering resulted in the conversion of 15,000,000 non-voting preferred shares to common shares that the Company was issued as part of the NM Energy Canada Share Purchase Agreement. As a result of the transaction, the Going Public Transaction in the Verdera Transaction was satisfied, and the Verdera Transaction is now accounted for as a sale, resulting in the de-recognition of the NM Energy Canada assets and liabilities and recognition of the consideration received and any resulting gain or loss. The Company and Resulting Verdera entered into a Side Letter, dated March 31, 2026, to confirm the acquisition by POCML 7 Inc. and subsequent listing of Resulting Verdera’s common stock on the TSX-V satisfied the Going Public Transaction requirement pursuant to the Share Purchase Agreement while continuing to require Resulting Verdera to register its common shares under the Exchange Act. Verdera completed its listing on TSX-V in March of 2026, and 15,000,000 Preferred Shares were converted into common shares of Verdera. As previously disclosed, the Company agreed, subject to the satisfaction of certain conditions, including, but not limited to, the effectiveness of a resale registration statement of Resulting Verdera, to elect to convert the 35,000,000 Preferred Shares into common shares of Verdera and set a record date for, and complete, a distribution of such shares to the Company’s shareholders by way of stock dividend or similar distribution.\n\n18\n\nenCore Energy Corp.\n\nNotes to Consolidated Financial Statements (Unaudited)\n\n(all amounts in thousands, except for shares)\n\nAs a result, the Company derecognized the $1,891 and $200 carrying values of NM Energy Canada’s mineral properties and intangible assets, respectively, and recognized consideration consisting of equity interests in Verdera, which the Company has elected to measure at fair value under the fair value option, with subsequent changes in fair value recognized in earnings. The fair value of the equity interests received as of February 20, 2026 was $36,530, which is included in marketable securities – current on the condensed consolidated balance sheets, with changes in fair value being recognized in gain (loss) on marketable securities, unrealized in the condensed consolidated statements of operations. Refer to[Note 4. Investments in Equity and Marketable](#i65d9a83f99df4f6faa8b9f9e308575ba_103) Securities. The Company recognized a gain on sale of $34,438, which is included in gain on divestment of mineral properties in the condensed consolidated statements of operations.\n\n8.Noncontrolling Interest in Alta Mesa\n\nBoss Energy holds a 30% minority interest in the Company’s Alta Mesa operations (the “JV Alta Mesa”). The Company continues to retain a 70% interest and serve as a manager of the JV Alta Mesa property, for which it is entitled to a management fee. As a result, the Company continues to consolidate the operations of the JV Alta Mesa with the non-controlling interest being recorded.\n\nThe table below is a summary of the activity related to the non-controlling interest from December 31, 2025 through March 31, 2026.\n\nAmount\n\nBalance at December 31, 2025$29,135 \n\nNet loss for the period attributable to non-controlling interest(2,891)\n\nInventory transfers to non-controlling interest(1,579)\n\nContributions from non-controlling interest1,756 \n\nBalance at March 31, 2026$26,421 \n\n9.Asset Retirement Obligations and Restricted Cash\n\nThe asset retirement obligations continuity summary is as follows:\n\nAmount\n\nBalance, December 31, 2025$18,915 \n\nAccretion412 \n\nSettlement(333)\n\nBalance, March 31, 2026$18,994 \n\nAs of March 31, 2026 and December 31, 2025, the undiscounted cash flows related to asset retirement obligations totaled $26,110 and $26,443, respectively.\n\nAs of March 31, 2026 and December 31, 2025, the Company deposited $9,764 and $8,388, respectively, for collateralization of its performance obligations with an unrelated third party also known as performance bonds. These funds are not available for the payment of general corporate obligations. The performance bonds are required for future restoration and reclamation obligations related to the Company’s operations. These funds are categorized as restricted cash on the Company’s unaudited consolidated balance sheets.\n\n10.Commitments and Contingencies\n\n    General Legal Matters\n\n19\n\nenCore Energy Corp.\n\nNotes to Consolidated Financial Statements (Unaudited)\n\n(all amounts in thousands, except for shares)\n\nOn March 14, 2025, a purported shareholder of the Company filed a putative federal securities class action in the United States District Court for the Southern District of Texas against the Company and certain of its current and former officers and directors (the “Litigation”).\n\nThe complaint asserts claims under Sections 10(b) and 20(a) of the Exchange Act and SEC Rule 10b-5 and principally alleges that the defendants failed to disclose that: (1) enCore lacked effective internal controls over financial reporting; (2) enCore could not capitalize certain exploratory and development costs under U.S. GAAP; and (3) as a result, the Company’s net losses would materially increase. The foregoing omissions allegedly made defendants’ positive public statements about Company’s business, operations, and prospects materially false or misleading and artificially inflated the Company’s share price during the class period. The Litigation seeks damages and costs. Management believes that this litigation is preliminary in nature and the Company believes that an adverse outcome is not probable or estimable at this time.\n\nOn June 2, 2025, the Company’s former Chief Operating Officer filed a demand for arbitration with the Judicial Arbiter Group against the Company. The demand principally alleges that the Company breached the former Chief Operating Officer’s employment agreement by refusing to pay him the amount he claimed to be owed under the employment agreement had the Company terminated his employment without just cause. Therefore, the former Chief Operating Officer seeks damages for the amounts allegedly owed under the employment agreement for termination without just cause, including salary and his COBRA coverage for 24 months. Management believes that this demand for arbitration is preliminary in nature and that a loss is not probable or estimable at this time.\n\nThe Company is subject to routine litigation incidental to our business. The Company is not currently a party to any material legal proceedings that management believes would be likely to have a material adverse effect on our financial position, results of operations, or cash flows.\n\nMineral Property Commitments\n\nThe Company enters into commitments with federal and state agencies and private individuals to lease mineral rights. These leases are renewable annually. As of March 31, 2026, annual maintenance payments of approximately $2,262 are required to maintain these mineral rights.\n\nSales Contracts\n\nThe Company’s sales commitments, for all sales contracts, are presented in pounds (in thousands) below.\n\nYear\nVolume (in pounds)\n\nRemainder of 2026685\n\n2027925\n\n20281,000\n\n20291,500\n\n20301,200\n\nThereafter2,500\n\nTotal7,810\n\nReclamation Bonds\n\nThe Company has indemnified third-party companies to provide reclamation bonds as collateral for the Company’s Asset Retirement Obligation (“ARO”). The Company is obligated to replace this collateral in the event of a default and is obligated to repay any reclamation or closure costs due. As of March 31, 2026 and December 31, 2025, the Company had $9,764 and $8,388, respectively, posted as collateral against an undiscounted ARO of $26,110 and $26,443, respectively.\n\n20\n\nenCore Energy Corp.\n\nNotes to Consolidated Financial Statements (Unaudited)\n\n(all amounts in thousands, except for shares)\n\n11.Leases\n\nThe Company leases office space in the United States under non‑cancelable operating lease agreements. The Company does not have any finance leases. Leases with an initial term of 12 months or less are not recorded on the unaudited consolidated balance sheets, and lease expense related to these leases is recognized on a straight‑line basis over the lease term.\n\nOperating lease right‑of‑use (“ROU”) assets and lease liabilities are recognized at lease commencement. Lease liabilities are measured based on the present value of future lease payments over the lease term. As the implicit rate is not readily determinable, the Company uses its incremental borrowing rate at lease commencement. ROU assets are measured based on the related lease liabilities, adjusted for prepaid rent, accrued rent, and lease incentives.\n\nThe Company has elected the practical expedient to not separate lease and non‑lease components for all leases. Operating lease expense is recognized on a straight‑line basis over the lease term. Variable lease payments, which primarily relate to non‑fixed operating costs, are excluded from the measurement of ROU assets and lease liabilities and are expensed as incurred.\n\nAs of March 31, 2026, the Company did not have any material leases that had not yet commenced. Operating lease cost was $146 and $55 for the periods ended March 31, 2026 and 2025, respectively, which was included in general and administrative expenses on the Company’s unaudited consolidated statements of operations.\n\nThe following table represents the weighted-average remaining lease term and discount rate:\n\nMarch 31, 2026December 31, 2025\n\nOperating Leases:\n\n     Weighted-average remaining lease term (in years)8.979.50\n\n     Weighted-average discount rate7.0%7.0%\n\nAs of March 31, 2026, future minimum lease payments for the Company’s operating lease liabilities are as follows:\n\nYear ending, Amount\n\nRemainder of 2026$391\n\n2027592 \n\n2028519 \n\n2029382 \n\n2030389 \n\nThereafter2,262 \n\n     Total future lease payments4,535 \n\nLess: imputed interest(1,215)\n\nPresent value of lease liabilities$3,320\n\nAs of March 31, 2026 and December 31, 2025, the following balances related to the Company’s operating leases are recorded in the unaudited consolidated balance sheets:\n\nMarch 31, 2026December 31, 2025\n\nRight of use asset3,051 3,083 \n\nLease liability, current314 186 \n\nLease liability, non-current3,006 3,077 \n\n21\n\nenCore Energy Corp.\n\nNotes to Consolidated Financial Statements (Unaudited)\n\n(all amounts in thousands, except for shares)\n\nSupplemental cash flow information related to leases was as follows:\n\nThree Months Ended March 31,\n\n20262025\n\nCash paid for operating leases$52$56\n\nSupplemental disclosure of noncash leasing activities:\n\nRight-of-use-assets obtained in exchange for new operating lease liabilities$108$-\n\n12.Fair Value\n\nFair value accounting establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).\n\nThe three levels of the fair value hierarchy are described below:\n\n•Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical unrestricted assets or liabilities;\n\n•Level 2 - Quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, quoted prices or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability, and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and\n\n•Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).\n\nThe financial instruments, including cash and cash equivalents, accounts and other receivables, restricted cash, accounts payable and accrued liabilities, are carried at cost, which approximates their fair values due to the immediate or short-term maturity.\n\nThe Company’s investments in equity securities are publicly traded stocks measured at fair value and classified within Level 1 in the fair value hierarchy. Level 1 equity securities use quoted prices for identical assets in active markets.\n\nThe Company’s investments include certain investments accounted for at fair value consisting of warrants that are valued using the Black-Scholes option model based on observable inputs and as such are classified within Level 2 of the hierarchy. The warrant asset is included in marketable securities, long-term, on the unaudited consolidated balance sheets.\n\nThe Company’s Convertible Senior Notes debt component was fair valued utilizing a 6.6% discount rate, which is the Company’s estimate of the market discount rate for this arrangement. This is classified within Level 2 of the hierarchy.\n\nLevel 1Level 2Level 3Total\n\nMarch 31, 2026\n\nAssets:\n\nMarketable securities, current and non-current$70,006 $- $- $70,006 \n\nWarrant asset- 111 - 111 \n\nTotal assets$70,006 $111 $- $70,117 \n\n22\n\nenCore Energy Corp.\n\nNotes to Consolidated Financial Statements (Unaudited)\n\n(all amounts in thousands, except for shares)\n\nLiabilities:\n\nConvertible debt, non-current- 110,220 - 110,220 \n\nTotal liabilities$- $110,220 $- $110,220 \n\nLevel 1Level 2Level 3Total\n\nDecember 31, 2025\n\nAssets:\n\nMarketable securities, current and non-current$43,460 $- $- $43,460 \n\nWarrant asset- 131 - 131 \n\nTotal assets$43,460 $131 $- $43,591 \n\nLiabilities:\n\nConvertible debt, non-current- 109,986 - 109,986 \n\nTotal liabilities$- $109,986 $- $109,986 \n\n13.Stockholders’ Equity\n\nThe authorized shares of the Company consist of an unlimited number of common and preferred shares, both without par value. All proceeds received for issuances of common shares are attributed to common shares on the Company’s unaudited consolidated balance sheets.\n\nDuring the three months ended March 31, 2026, the Company issued:\n\ni)6,786,495 total common shares on the exercise of warrants. 6,510,400 common shares were issued for gross proceeds of $22,829, which included $5,031 reclassified from additional paid-in capital to common shares. Additionally, 276,095 common shares were issued on cashless exercises of 3,667,002 warrants, which included $3,636 reclassified from additional paid-in capital to common shares.\n\nii)75,234 common shares on the exercise of stock options, for gross proceeds of $260, which included $111 reclassified from additional paid-in capital to common shares.\n\nDuring the three months ended March 31, 2025, the Company issued:\n\ni)90,000 common shares on the exercise of warrants, for gross proceeds of $302, which included $66 reclassified from additional paid-in capital to common shares.\n\nii)181,333 common shares on the exercise of stock options, for gross proceeds of $241, which included $100 reclassified from additional paid-in capital to common shares.\n\nShare Purchase Warrants\n\nA summary of the status of the Company’s warrants as of March 31, 2026, and changes during the three months ended are as follows:\n\nNumber of WarrantsWeighted Average Exercise Price (CAD)\n\nOutstanding, December 31, 202519,741,640C$3.81\n\nExercised(10,177,402)3.86 \n\n23\n\nenCore Energy Corp.\n\nNotes to Consolidated Financial Statements (Unaudited)\n\n(all amounts in thousands, except for shares)\n\nExpired(9,564,238)3.76 \n\nOutstanding, March 31, 2026-C$0.00\n\nAs of March 31, 2026, there were no share purchase warrants outstanding.\n\n14.Share-Based Compensation\n\nOptions\n\nDuring the three months ended March 31, 2026 and 2025, the Company recognized stock option expense of $513 and $878, respectively, for the vested portion of the stock options.\n\nThe Company recognized share-based compensation in connection with two stockholder approved equity plans. The Stock Option Plan (the “Stock Option Plan”) which was adopted in 2015 and later amended in 2021, and the 2024 Long Term Incentive Plan (the “LTIP”) which was adopted in 2024 and replaced the Stock Option Plan. Both plans are detailed below.\n\nStock Option Plan\n\nUnder the Stock Option Plan, the Company was authorized to grant options to officers, directors, employees and consultants, enabling them to acquire common shares of the Company upon exercise of the options. The number of shares reserved for issuance under the Stock Option Plan could not exceed 10% of the outstanding common shares at the time of the grant. The options could be granted for a maximum of five years and vested as determined by the Company’s Board of Directors (the “Board”). No further grants are authorized under the Stock Option Plan as a result of the adoption of the LTIP. See further details on the LTIP below.\n\nActivity of outstanding stock options under the Stock Option Plan for the three months ended March 31, 2026 are as follows:\n\nNumber of stock options\n\nWeighted average exercise price (CAD)\n\nBalance, December 31, 20255,835,459 C$4.37\n\nExercisable, December 31, 20255,359,459 C$4.25\n\nExercised(75,234)2.71\n\nForfeited/expired(239,584)4.98\n\nBalance, March 31, 20265,520,641 C$4.36\n\nExercisable, March 31, 20265,132,141 C$4.26\n\nAs of March 31, 2026, stock options under the Stock Option Plan outstanding and exercisable were as follows:\n\nOptions Outstanding\n\nOptions Exercisable\n\nMarch 31, 2026\n\nMarch 31, 2026\n\nOption price per share (CAD)\n\nOptions #\n\nWeighted average remaining life (years)\n\nWeighted average exercise price (CAD)\n\nOptions #\n\nWeighted average exercise price (CAD)\n\nC$2.40 - 3.79\n\n1,723,807 \n\n0.62\nC$2.97\n1,723,807 \n\nC$2.97\n\nC$4.20 - 5.76\n\n3,796,834 \n\n1.33\n\nC$5.00\n\n3,408,334 \n\nC$4.92\n\n5,520,641 \n\n1.95\n\nC$4.36\n\n5,132,141 \n\nC$4.26\n\n24\n\nenCore Energy Corp.\n\nNotes to Consolidated Financial Statements (Unaudited)\n\n(all amounts in thousands, except for shares)\n\nAs of March 31, 2026, the aggregate intrinsic value of all outstanding stock options granted and vested under the Stock Option Plan was estimated at $0. As of March 31, 2026, the unrecognized compensation cost related to unvested stock options under the Stock Option Plan was $116, which is expected to be recognized over a weighted average period of 0.25 years.\n\nA summary of the Company’s unvested stock option activity under the Stock Option Plan for the three months ended March 31, 2026 is as follows:\n\nNumber of SharesWeighted Average Grant Date Fair Value (CAD)\n\nOutstanding, December 31, 2025\n476,000\n\nC$2.79\n\nVested\n\n(87,500)\n\n3.12 \n\nOutstanding, March 31, 2026\n\n388,500\n\nC$2.71\n\nThere were no stock options granted under the Stock Option Plan during the three months ended March 31, 2026.\n\nThe Company’s standard stock option vesting schedule calls for 25% every six months commencing six months after the grant date.\n\n2024 Long Term Incentive Plan\n\nIn August 2024, the Company adopted the LTIP to replace the Stock Option Plan. Awards previously issued and outstanding pursuant to the Stock Option Plan will continue to be governed by the Stock Option Plan.\n\nThe number of common shares reserved for issuance pursuant to awards granted under the LTIP will not, in the aggregate, exceed 10% of the issued and outstanding common shares at the time of the grant. No award, other than an option, may vest before the date that is one year following the date on which the award is granted, except in the case of accelerated vesting as defined in the LTIP.\n\nActivity of outstanding stock options under the LTIP for the three months ended March 31, 2026 is as follows:\n\nNumber of stock optionsWeighted average exercise price (USD)\n\nBalance, December 31, 20251,060,000 \n$\n\n3.21 \n\nGranted30,000 \n2.72 \n\nBalance, March 31, 20261,090,000 \n$\n\n3.20 \n\nExercisable, March 31, 202680,000 \n$\n\n3.10 \n\nAs of March 31, 2026, stock options outstanding and exercisable under the LTIP were as follows:\n\n25\n\nenCore Energy Corp.\n\nNotes to Consolidated Financial Statements (Unaudited)\n\n(all amounts in thousands, except for shares)\n\nOptions OutstandingOptions Exercisable\n\nMarch 31, 2026March 31, 2026\n\nOption price per share Options #Weighted average remaining life (years)Weighted average exercise price (USD)Options #Weighted average exercise price (USD)\n\n$3.10 - $3.47\n\n1,090,000 \n\n4.40\n\n$\n\n3.20 \n\n80,000 \n\n$\n\n3.10 \n\n1,090,000 \n\n4.40\n\n$\n\n3.20 \n\n80,000 \n\n$\n\n3.10 \n\nA summary of the Company’s unvested stock option activity under the LTIP is as follows:\n\nNumber of SharesWeighted Average Grant Date Fair Value (USD)\n\nOutstanding, December 31, 2025\n1,060,000\n\n$\n\n3.21 \n\nGranted\n\n30,000\n\n2.72 \n\nVested\n\n(80,000)\n\n3.10 \n\nOutstanding, March 31, 2026\n1,010,000\n\n$\n\n3.20 \n\nAs of March 31, 2026, the aggregate intrinsic value of all outstanding stock options granted and vested under the LTIP was estimated at $0. As of March 31, 2026, the unrecognized compensation cost related to unvested stock options under the LTIP was $1,142, which is expected to be recognized over a weighted average period of 1.41 years.\n\nA fair value of $82 was calculated for these options as measured at the grant date using the Black-Scholes option pricing model during the three months ended March 31, 2026. There were 30,000 stock options granted under the LTIP during the three months ended March 31, 2026. The weighted average assumptions used in calculating the fair values as of March 31, 2026, are as follows:\n\nMarch 31, 2026\n\nExercise price$2.72 \n\nShare price$2.72 \n\nRisk-free rate3.56%\n\nExpected life (in years)3.12\n\nExpected volatility72.39%\n\nExpected dividend yield0.00%\n\nWeighted average fair value$1.38 \n\nThe Company has elected to utilize the simplified method for determining the expected life of the options. This is due to the stock options granted being considered “plain vanilla” in accordance with SAB Topic 14 in ASC 718. This simplified method allows for the average of the vesting period and contractual life.\n\nRestricted Stock Units\n\nUnder the LTIP, restricted stock units (“RSUs”) may be granted to the participants and generally vest over multi-year service periods, typically two to five years for officers, employees and consultants and annually for directors.\n\nDuring the three months ended March 31, 2026, the Company granted 32,000 RSUs to officers and directors under its LTIP. The following table summarizes the Company’s RSU activity for the three months ended March 31, 2026:\n\n26\n\nenCore Energy Corp.\n\nNotes to Consolidated Financial Statements (Unaudited)\n\n(all amounts in thousands, except for shares)\n\nNumber of\nRSUsWeighted Average\nRemaining Vesting\nTerm (years)Weighted Average\nGrant Date Fair Value\n(USD)\n\nBalance, December 31, 20253,926,4252.42$3.36 \n\nGranted32,000 2.012.72\n\nBalance, March 31, 20263,958,4252.17$3.35 \n\nNo RSUs were vested as of March 31, 2026.\n\nThe Company recognized $1,861 of compensation expense related to RSUs during the three months ended March 31, 2026. As of March 31, 2026, unrecognized compensation cost related to unvested RSUs was $9,684, which is expected to be recognized over a weighted average period of 2.17 years.\n\n15.Debt\n\nConvertible Senior Notes\n\nOn August 19, 2025, the Company issued $115,000 aggregate principal amount of Convertible Senior Notes. The Convertible Senior Notes bear interest at a rate of 5.5%, annually, payable semiannually in arrears, and matures on August 15, 2030.\n\nThe net proceeds from the offering of the Convertible Senior Notes were approximately $109,657, after deducting the debt issuance costs. The Company used $11,549 of the net proceeds from the Convertible Senior Notes offering to pay the costs of entering into the capped call transactions (the “Capped Call Transactions’) in connection with the Convertible Senior Notes and approximately $10,573 of the net proceeds from the Convertible Senior Notes offering to repay amounts outstanding under its Uranium Loan Agreement with Boss.\n\nThe Convertible Senior Notes were issued pursuant to, and are governed by, an indenture, dated August 22, 2025 (the “Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The initial conversion rate for the Convertible Senior Notes is 303.9976 shares per $1,000 principal amount of the Convertible Senior Notes, which represents an initial conversion price of approximately $3.29 per common share, and is subject to adjustment upon the occurrence of certain specified events as set forth in the Indenture. Upon conversion, the Company will pay or deliver, as applicable, cash, common shares or a combination of cash and common shares.\n\nUpon the occurrence of a “make-whole fundamental change” (as defined in the Indenture), the Company will in certain circumstances increase the conversion rate for a specified period of time. In addition, upon the occurrence of a “fundamental change” (as defined in the Indenture), holders of the Convertible Senior Notes may require the Company to repurchase their Convertible Senior Notes at a cash repurchase price equal to the principal amount of the Convertible Senior Notes to be repurchased, plus accrued and unpaid interest, if any.\n\nThe Convertible Senior Notes may be redeemed, in whole or in part, at the Company’s option at any time, and from time to time, on or after August 21, 2028 and on or before the 40th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Convertible Senior Notes to be redeemed, plus accrued and unpaid interest, if any, but only if the last reported sale price per common share exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice, and (ii) the trading day immediately before the date the Company sends such notice. The indenture contains specified events of default and our failure to pay principal, interest or other amounts when due or within the relevant grace period on our Convertible Senior Notes would constitute an event of default under the Indenture, which could result in an acceleration of the maturity of the Convertible Senior Notes.\n\n27\n\nenCore Energy Corp.\n\nNotes to Consolidated Financial Statements (Unaudited)\n\n(all amounts in thousands, except for shares)\n\nThe Convertible Senior Notes are accounted for as a single liability measured at amortized cost, with debt issuance costs recorded as a direct deduction from the carrying amount of the Convertible Senior Notes and amortized over the contractual term using the effective interest method.\n\nMarch 31, 2026\n\nConvertible Senior Notes due 2030$115,000\n\nLess: Unamortized debt issuance costs(4,780)\n\nLong-term debt$110,220\n\nThe effective interest rate of the Convertible Senior Notes was 6.6%, which includes the amortization of debt issuance costs. For the three months ended March 31, 2026, the Company recognized interest expense of $1,815 which is inclusive of amortization of debt issuance costs of $234 related to the Convertible Senior Notes.\n\nCapped Call Transactions\n\nIn connection with the Convertible Senior Notes in August 2025, the Company entered into the Capped Call Transactions.\n\nThe Capped Calls are intended to reduce potential dilution to the Company’s common shares upon conversion of the Convertible Senior Notes and/or offset potential cash payments the Company may be required to make in excess of the principal amount of the Convertible Senior Notes, with such reduction or offset subject to a cap. The Capped Calls are subject to customary anti‑dilution adjustments substantially similar to those applicable to the Convertible Senior Notes and are separate transactions that do not form part of the terms of the Convertible Senior Notes.\n\nThe Capped Calls have an initial strike price of $3.29 per common share and an initial cap price of $4.52 per common share, each subject to customary anti‑dilution adjustments.\n\nThe Capped Calls are considered indexed to the Company’s own equity and are classified as equity. Accordingly, the Capped Calls are recorded in shareholders’ equity and are not accounted for as derivative instruments. The costs of $12,006 incurred in connection with the Capped Calls were recorded as a reduction to additional paid‑in capital. The Capped Calls are excluded from the calculation of diluted earnings per share, as they would be anti‑dilutive under the treasury stock method.\n\n16.Related Party Transactions\n\nRelated parties include key management of the Company and any entities controlled by these individuals or their direct family members. Key management personnel consist of directors and senior management including the Executive Chairman, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and General Counsel. Amounts paid to management personnel were immaterial for the three months ended March 31, 2026 and 2025.\n\nOn April 8, 2025, the Company completed the Verdera transaction. The Company’s Executive Chairman, the spouse of the Company’s Executive Chairman, and certain directors of the Company serve as officers, members of the board of directors or advisors to Verdera and certain directors and officers of the Company own common shares of Verdera. The Audit Committee of the Board consisting solely of disinterested directors oversaw the negotiation of the terms of the sale on behalf of the Company. A third-party valuation firm acted as financial advisor to the Audit Committee and provided the Audit Committee with an opinion as to the fairness from a financial point of view to the Company of the Verdera Transaction. The Verdera Transaction was unanimously approved by the Board upon recommendation by the Audit Committee. For more information regarding the Verdera Transaction, see [Note 7 – Mineral Rights and Properties](#i65d9a83f99df4f6faa8b9f9e308575ba_112).\n\n28\n\nenCore Energy Corp.\n\nNotes to Consolidated Financial Statements (Unaudited)\n\n(all amounts in thousands, except for shares)\n\nAs of March 31, 2026, and December 31, 2025, the following amounts were owed to related parties:\n\nMarch 31, 2026December 31, 2025\n\n5-Spot CorporationConsulting services$- $12 \n\nPowerhaus Gruppe CorpConsulting services20 27 \n\nOfficers and Board membersAccrued compensation108 1,021 \n\nTotal$128 $1,060 \n\n17.Income Taxes\n\nAs of March 31, 2026, the Company maintained a valuation allowance against certain deferred tax assets. The Company continually reviews the adequacy of the valuation allowance and intends to continue maintaining a full valuation allowance on its net deferred tax assets until there is sufficient evidence to support the reversal of all or a portion of the allowance. Should the Company’s assessment change in a future period, it may release all or a portion of the valuation allowance, which would result in a deferred tax benefit in the period of adjustment.\n\nFor the three months ended March 31, 2026 and 2025, the Company recorded an income tax benefit of $193 and $182, respectively. The effective tax rate for the three months ended March 31, 2026 and 2025 was approximately 6% and 1%, respectively.\n\nThe difference in statutory of 15% and effective tax rate of 6% is a result of certain differences on account share-based payments awards, non-taxable portion of capital gain, changes to valuation allowance, statutory tax rate difference between US and Canada, nontaxable or nondeductible items, non-controlling interest, and others.\n\n18.Segments\n\nThe Company’s operations are located in the United States and are organized into a single reportable segment and its sole business is the extraction, recovery and sales of uranium from mineral properties along with the exploration, permitting and evaluation of uranium properties in the United States. All of the Company’s assets are held in the United States. This segment has been identified based on the way the CODM assesses the business and allocates resources. This segment is monitored for performance and is consistent with internal financial reporting.\n\nThe CODM evaluates segment performance and allocates resources using financial information on a basis consistent with the Company’s unaudited consolidated financial statements. The significant segment expense information reviewed by the CODM are those presented on the accompanying unaudited consolidated statements of operations. The CODM evaluates the performance of the Company’s reportable segment based on income (loss) from operations, which is also what is reported on the unaudited consolidated statement of operations. The measure of segment assets is reported on the accompanying unaudited consolidated balance sheets as total consolidated assets.\n\n19.Subsequent Events\n\nNone\n\n29"}