An anonymous director reports

ENCORE ENERGY ANNOUNCES C$30 MILLION UNDERWRITTEN PUBLIC OFFERING

EnCore Energy Corp., in connection with its previously announced overnight marketed offering, has entered into an underwriting agreement with Canaccord Genuity as lead underwriter, together with a syndicate of underwriters, for the sale of 9,231,000 units of the company at a price of $3.25 per unit for total gross proceeds to the company of approximately $30-million.

Each unit will consist of one common share in the capital of the company and one-half of one common share purchase warrant. Each whole warrant will entitle the holder thereof to purchase one common share of the company for a period of 36 months following the closing date of the offering at an exercise price of $4.05 per warrant share, subject to adjustment in certain events.

In addition, the company has granted the underwriters an option to purchase up to an additional 1,384,650 units on the same terms and conditions, exercisable at any time, in whole or in part, until 30 days following the closing date, for market stabilization purposes and to cover overallotments, if any.

The company expects to use the net proceeds from the offering to maintain and advance its material properties, acquire properties, plant upgrades, drilling, maintenance and refurbishment, community outreach and communications, licensing and permitting, and for general corporate and working capital purposes, in the manner as set forth in the preliminary short form prospectus. In addition, if the company is not able to complete a potential loan transaction contemplated by a non-binding term sheet prior to Feb. 15, 2023, the company expects to use a portion of the proceeds from the offering to finance amounts required to be paid to complete the company's pending acquisition of the Alta Mesa ISR (in situ recovery) uranium project.

Closing of the offering, which is expected on or about Feb. 10, 2023, is subject to market and other customary conditions, including approvals of the TSX Venture Exchange and the NYSE American.

The preliminary short form prospectus for the offering has been filed and an amendment to the preliminary short form prospectus containing the definitive terms of the offering will be filed with the securities commissions or similar securities regulatory authorities in each of the provinces of Canada except Quebec. A registration statement on Form F-10 relating to the offering (including such prospectus) has also been filed with the United States Securities and Exchange Commission (SEC) for the offering to which this communication relates, but has not yet become effective; an amendment to such registration statement will also be filed, including an amendment to the short form prospectus for the offering. The preliminary short form prospectus (and any amendment thereto) and the registration statement contain important detailed information relating to the company and the offering. The preliminary prospectus for the offering (and any amendment thereto) is still subject to completion and amendment. There will not be any sale or acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued and the registration statement becomes effective.

Before you invest, you should read the prospectus (and any amendment thereto) in that registration statement and other documents the company has filed with the SEC for more complete information about the company and this offering. You may get these documents for free by visiting EDGAR and SEDAR. Alternatively, the company, any underwriter or any dealer participating in the offering will arrange to send you the prospectus for the offering (and any amendment thereto) if you request it: in Canada, from Canaccord Genuity Corp., 40 Temperance St., Suite 2100, Toronto, Ont., M5H 0B4, and in the U.S., from Canaccord Genuity LLC, 99 High St., Suite 1200, Boston, Mass., 02110, attn: syndicate department, by telephone at 617-371-3900, or by e-mail at prospectus@canaccordgenuity.com.

In addition, the company has agreed to file a preliminary short form prospectus to qualify 23,277,000 units of the company to be issued for the conversion of 23,277,000 previously issued subscription receipts. The subscription receipts were issued by the company on Dec. 6, 2022. The subscription receipt units will be issued upon satisfaction of certain escrow release conditions, including the satisfaction of each of the conditions precedent to the closing of the Alta Mesa acquisition (other than the payment of the cash portion of the consideration in connection the Alta Mesa acquisition). Each subscription receipt unit will be composed of one common share in the capital of the company and one common share purchase warrant. Each subscription receipt warrant will entitle the holder thereof to purchase one common share of the company at a price of $3.75 for a period of three years following the satisfaction of the escrow release conditions.

The subscription receipts and the subscription receipt units have not been, and will not be, registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold in the United States without registration under the U.S. Securities Act and all applicable state securities laws, or compliance with the requirements of an applicable exemption therefrom. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About EnCore Energy Corp.

EnCore Energy is the most diversified in situ recovery (ISR) uranium development company in the United States and recently announced it entered into a definitive agreement to acquire the Alta Mesa in situ recovery uranium project. The Alta Mesa acquisition will position EnCore as a leading U.S.-focused ISR uranium company with the proven management expertise required to advance multiple production opportunities within its portfolio. EnCore is focused on becoming the next uranium producer from its licensed and past-producing South Texas Rosita processing plant by 2023. The South Dakota-based Dewey-Burdock project and the Wyoming Gas Hills project offer midterm production opportunities, with significant New Mexico uranium resource endowments providing long-term opportunities. The EnCore team is led by industry experts with extensive knowledge and experience in all aspects of ISR uranium operations and the nuclear fuel cycle. EnCore is committed to engaging and working with local communities and indigenous governments to create positive impact from corporate developments.

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