Company Announcements

NASDAQ:EU
TSXV:EU
www.encoreuranium.com

DALLAS , Aug. 25, 2025 /CNW/ - enCore Energy Corp. (NASDAQ: EU) (TSXV: EU) (the "Company" or "enCore"), America's Clean Energy Company^TM, today announced William M. Sheriff, Executive Chairman, and Robert Willette, A/Chief Executive Officer are hosting a corporate update on Wednesday, August 27^th at 1:15PM ET. The corporate update will include an overview of current operations at South Texas, expansion of the Alta Mesa project, and details of the recently closed Convertible Notes offering.  Attendees can register for the webcast with this link:

https://app.webinar.net/jeYVQLNX5aN 

About The Convertible Notes

On August 22, 2025, enCore Energy closed a $115 MM USD of senior unsecured convertible notes offering due August 15, 2030.

This unique financing provides the Company with access to long-term capital and maximum balance sheet flexibility going forward.  The notes bear a very attractive cash interest rate of 5.50% with flexibility upon investor conversions in future, to pay the principal in cash, common shares, or any combination thereof, at the Company's election. In addition, the Company also retains the right to redeem the notes ahead of maturity, thereby forcing convertibility if the stock exceeds $4.28 USD for 20 out of 30 trading days from August 21st, 2028 onward.

In addition, the Company also entered into a private Capped-Call arrangement with an international consortium of leading banks to minimize any future dilution attributable to the notes, by raising the effective conversion premium from 127.5% to 175% above the closing price of the Company's shares immediately preceding the transaction announcement on August 19th, 2025.  Simply stated, this means that the Company has successfully diversified their investor base, raising flexible growth capital without dilution to shareholders until the stock price exceeds approximately $4.52 USD per share.

For those who are unable to attend, the webcast recording will be available to watch using the same link.

About enCore Energy Corp.

enCore Energy Corp., America's Clean Energy Company^™, is committed to providing clean, reliable, and affordable fuel for nuclear energy as the only United States uranium company with multiple Central Processing Plants in operation. 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 solely utilizes ISR for uranium extraction, a well-known and proven technology co-developed by the leaders at enCore Energy.

Following upon enCore's demonstrated success in South Texas, future projects in enCore's planned project pipeline include the Dewey-Burdock project in South Dakota and the Gas Hills project in Wyoming. The Company holds other assets including non-core assets and proprietary databases. enCore is committed to working with local communities and indigenous governments to create positive impact from corporate developments.

www.encoreuranium.com  

Cautionary Note Regarding Forward Looking Statements

Neither 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.

Any statements contained in this press release that are not based on historical facts, including statements about the recently completed offering of convertible senior notes due in 2030, third parties entering into or unwinding derivative transactions with respect to enCore's common shares and/or purchasing or selling the Company's common shares, and the potential impact of the capped call transactions and third parties entering into or unwinding derivative transactions with respect to the Company's common shares and/or purchasing or selling the Company's common shares on dilution to enCore's shareholders or the offset of any cash payments enCore is required to make in excess of the principal amount of converted Convertible Notes, the market price of the Company's common shares or the Convertible Notes or the initial conversion price of the Convertible Notes, constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and Canadian securities laws that are based on management's current expectations, assumptions and beliefs. Forward-looking statements can often be identified by such words as "will", "expects", "plans", "believes", "intends", "estimates", "projects", "continue", "potential", and similar expressions or variations (including negative variations) of such words and phrases, or statements that certain actions, events or results "may", "could", or "will" be taken. These forward-looking statements are predictions reflecting the best judgment of senior management and reflect our current expectations regarding the offering, the expected closing of the offering, the intended use of proceeds, third parties entering into or unwinding derivative transactions with respect to enCore's common shares and/or purchasing or selling the Company's common shares, and the potential impact of the capped call transactions and third parties entering into or unwinding derivative transactions with respect to enCore's common shares and/or purchasing or selling the Company's common shares on dilution to enCore's shareholders or the offset of any cash payments enCore is required to make in excess of the principal amount of converted Convertible Notes, the market price of enCore's common shares or the Convertible Notes or the initial conversion price of the Convertible Notes. These expectations may or may not be realized. Some of these expectations may be based on beliefs, assumptions or predictions that may prove to be incorrect. In addition, our business and operations involve numerous risks and uncertainties, many of which are beyond our control, which could result in our expectations not being realized or otherwise materially affect our business, financial condition, results of operations, cash flows and liquidity. Such risks and uncertainties include, but are not limited to, the risks related to whether enCore will consummate the offering of the Convertible Notes on the expected terms or at all, the anticipated terms of, and the effects of entering into, the capped call transactions, third parties entering into or unwinding derivative transactions with respect to enCore's common shares and/or purchasing or selling enCore's common shares, market and general conditions, and those described in greater detail in our filings with the Securities and Exchange Commission, particularly those described in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Should one or more of these risks materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. The Company 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 Company with the respective securities commissions which are available online at www.sec.gov and www.sedarplus.ca .

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 based 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.