encr-20260630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2026
o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD OF _________ TO _________.

Commission File Number: 001-41489

ENCORE ENERGY CORP.

(Exact name of registrant as specified in its charter)


British Columbia, Canada						Not Applicable
State or other jurisdiction of incorporation or organization						(I.R.S. Employer Identification No.)

One Galleria Tower

13355 Noel Rd, Suite 1700

Dallas, Texas 75240

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: 361-239-2025

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


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Shares, no par value	EU	The Nasdaq Capital Market LLC TSX Venture Exchange

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

Indicate 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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate 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.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 10, 2026, there were 194,280,971 shares of the registrant’s no par value common shares, the registrant’s only outstanding class of voting securities, outstanding.

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TABLE OF CONTENTS



	Cautionary Note Regarding Forward Looking Statements	2

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	5
	Consolidated Unaudited Balance Sheets as of June 30, 2026 and Consolidated Audited Balance Sheet as of December 31, 2025
	Consolidated Unaudited Statements of Operations for the Three and Six Months Ended June 30, 2026 and 2025
	Consolidated Unaudited Statements of Equity for the Three and Six Months Ended June 30, 2026 and 2025
	Consolidated Unaudited Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025
	Notes to the Consolidated Unaudited Financial Statements











Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	45


Item 4.	Controls and Procedures	45



PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	46
Item 1A.	Risk Factors	46
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	47

Item 3.	Defaults Upon Senior Securities	47
Item 4.	Mine Safety Disclosures	47
Item 5.	Other Information
Item 6.	Exhibits








	Signatures	49

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When 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.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This 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 and expected wellfield capacities, statements regarding expected annualized cost savings, 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.

Forward-looking statements and information may include, but are not limited to, statements with respect to:

●

the Company’s future financial and operational performance;

●

the sufficiency of the Company’s current working capital, anticipated cash flow or its ability to raise necessary funds;

●

the anticipated amount and timing of work programs;

●

our expectations with respect to future exchange rates;

●

the estimated cost of and availability of funding necessary for sustaining capital;

●

forecast capital and non-operating spending, including changes in cost as a result of changes in trade restrictions, for example: the imposition of tariffs;

●

the Company’s plans and expectations for its property, exploration, development, extraction and community
relations operations;

●

the use of available funds;

●

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;

●

expectations about future uranium market prices, production costs and global uranium supply and demand;

●

expectations regarding holding physical uranium for long-term investment;

●

the establishment of mineral resources on any of the Company’s current or future mineral properties
(other than the Company’s properties that currently have established mineral resource estimates);

●

future royalty and tax payments and rates;

●

expectations regarding possible impacts of litigation and regulatory actions; and

●

the completion of reclamation activities at former mine or extraction sites.

Such 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:

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●

our 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;

●

assumptions regarding the timing and use of our cash resources;

●

our ability to, and the means by which the Company can, raise additional capital to advance other exploration and evaluation objectives;

●

our operations and key suppliers of essential services;

●

the availability of our employees, contractors and subcontractors to continue operations;

●

our ability to obtain all necessary regulatory approvals, permits and licenses for our planned activities under governmental and other applicable regulatory regimes;

●

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;

●

our expectations regarding spot and long-term prices and realized prices for uranium;

●

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;

●

our expectations regarding tax rates, currency exchange rates, and interest rates;

●

our decommissioning and reclamation obligations and the status and ongoing maintenance of agreements with third parties with respect thereto;

●

our mineral resource estimates, and the assumptions upon which they are based;

●

our, 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

●

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.

Some 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:

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●						our history of negative operating cash flows and our ability to develop or maintain positive cash flow from our extraction activities and the ability to obtain additional financing, if needed, in connection with the implementation of business and strategic plans;
●						risks associated with our expansion-by-acquisition strategy;
●						our 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;
●						reliance on key personnel, contractors and experts;
●						conflicts of interest of our directors and officers;
●						risks associated with exploration of, development of, and extraction from mineral properties;
●						our reliance on third party drilling contractors, including an increased risk of loss, including weather related risks or underutilization of drilling rigs;
●						risks inherent to mineral exploration and extraction;
●						the commercial viability of economic extraction of minerals from uranium deposits;
●						the subjectiveness and uncertainty of estimations of mineral resources;
●						future mineral extraction estimates may not be achieved;
●						estimates of commodity prices used in preliminary economic assessments may never be realized;
●						requirements to obtain or retain key permits to advance or achieve extraction;
●						involvement of external groups, including Native American tribes or non-governmental organizations, in the permitting process;
●						challenges to title of our mineral property interests;
●						our ability to attract, retain, train, motivate, and develop skilled employees;
●						existing competition and geopolitical changes in the competitive landscape;
●						public opinion and perception of nuclear energy;
●						volatility in market prices of uranium;
●						applicable laws, regulations and standards, including environmental protection laws and regulations;
●						our ability to raise equity or obtain debt financing, including obtaining additional financing on acceptable terms when needed;
●						accuracy of extraction, capital and operating cost estimates;
●						ability of novel methods for extraction to yield anticipated results;
●						the need for technical innovation and risk of obsolescence;
●						availability of a public market for uranium, including global demand and supply;
●						changes and uncertainty in United States trade policy, tariff and import/export regulations;
●						risks related to our operations on federal lands, including possible designation of national monuments or withdrawal of permits;
●						risks related to our Alta Mesa joint venture;
●						taxation implications of United States holders if the Company is a passive foreign investment company;
●						potential dilution if we issue additional common shares, no par value (the “common shares”) or securities convertible into common shares;
●						price volatility of our common shares;
●						our expectation to not declare or pay dividends;
●						reliance on information technology systems and cybersecurity risks;
●						the time and resources necessary to comply with corporate governance practices and securities rules and regulations in the United States and Canada;
●						our management’s ability to maintain effective internal controls;
●						our remediation plan and ability to remediate the material weaknesses in our internal controls over financial reporting;
●						potential lack of access to enforcement of civil liabilities against the Company or its directors and officers;
●						our ability to protect our proprietary data, technology and intellectual property;
●						changes in climate conditions; and
●						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”).

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While 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.

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enCore Energy Corp

Consolidated Balance Sheets



(in thousands, except per share data)	June 30, 2026 (Unaudited)		December 31, 2025
ASSETS
Current assets
Cash and cash equivalents	$	21,811	$	52,403
Accounts receivable	-		4,944
Prepaid expenses and other current assets	11,050		3,559
Marketable securities	52,221		43,591
Inventory, net	14,396		5,317
Total current assets	99,478		109,814

Mineral rights and properties, net	262,333		265,834

Property, plant and equipment, net	40,321		41,160
Intangible assets, net	1,246		1,465
Restricted cash	9,802		8,388

Right of use assets - operating lease	2,900		3,083
Other long-term assets	593		678
Total assets	$	416,673	$	430,422

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	11,431	$	12,434
Accounts payable - related parties	642		1,060

Operating lease liabilities, current	360		186

Total current liabilities	12,433		13,680

Deferred tax liabilities	26,190		26,384
Asset retirement obligations	19,569		18,915
Convertible senior notes	110,458		109,986
Operating lease liabilities, non-current	2,851		3,077
Total liabilities	171,501		172,042
Commitments and contingencies (Note 10)
Stockholders’ equity
Common stock 194,250,599 and 187,354,424 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively	409,625		382,842

Additional paid-in-capital	52,472		56,733
Accumulated deficit	(243,748)		(207,704)
Accumulated other comprehensive loss	3,570		(2,626)
Total stockholders' equity	221,919		229,245
Non-controlling interests	23,253		29,135
Total equity	245,172		258,380
Total liabilities and stockholders' equity	$	416,673	$	430,422

See accompanying notes to the unaudited consolidated financial statements.

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enCore Energy Corp

Consolidated Statements of Operations (Unaudited)


	Three Months Ended June 30,		Six Months Ended June 30,
(in thousands, except share amounts)	2026		2025		2026		2025
Revenue	$	15,696	$	3,664	$	33,997	$	21,904
Cost of sales	18,272		2,534		36,637		20,796
Gross profit (loss)	(2,576)		1,130		(2,640)		1,108
Operating costs:
Mineral property expenditures	9,211		8,391		19,871		13,935
General and administrative	13,811		10,091		23,965		18,117
Depreciation, amortization and accretion	1,696		1,175		2,924		2,331
Gain on sale of mineral properties	-		-		(34,438)		-
Other operating costs	2,201		750		4,575		1,628
Total operating costs	26,919		20,407		16,897		36,011

Operating loss	(29,495)		(19,277)		(19,537)		(34,903)

Gain on marketable securities, realized	2,298		7,671		6,137		7,671
Gain (Loss) on marketable securities, unrealized	(15,870)		2,810		(25,918)		(7,066)
Interest income	272		201		658		480
Interest expense	(1,819)		(240)		(3,634)		(586)



Total other (income) expense	(15,119)		10,442		(22,757)		499
Net loss before income taxes	(44,614)		(8,835)		(42,294)		(34,404)