enCore Energy Corp美股招股说明书(2026-08-13版)

enCore Energy Corp. Common Shares This prospectus supplement and the accompanying prospectus relate to the issuance and sale, from time to time, of our common shares, no par value, (the “OfferedShares”) pursuant to an “at the market” equity offering program having an aggregate sales price of up to $250,000,000 (or equivalent thereof in Canadian dollarsdetermined using the daily exchange rate posted by the Bank of Canada on the date such common shares are sold) through Cantor Fitzgerald Canada Corporation (the“Canadian Lead Agent”) and RBC Dominion Securities Inc., as Canadian sales agents (each, a “Canadian sales agent” and collectively, the “Canadian sales agents”), andCantor Fitzgerald& Co. (the “U.S. Lead Agent” and, together with the Canadian Lead Agent, the “Lead Agents” and each, a “Lead Agent”), RBC Capital Markets, LLC,B. Riley Securities, Inc. and Jett Capital Advisors, LLC, as U.S. sales agents (each, a “U.S. sales agent” and collectively, the “U.S. sales agents”) (the “U.S. sales agents,”together with the “Canadian sales agents,” the “sales agents”). These sales will be made pursuant to the terms of the Controlled Equity OfferingSMSales Agreement (the“Sales Agreement”), dated August13, 2026, among us and the sales agents. Our common shares are listed on The Nasdaq Capital Market LLC, or Nasdaq, and the TSX Venture Exchange, or TSX-V, under the symbol “EU.” On August12, 2026,the last reported sale price of our common shares on Nasdaq was $1.38 per common share and on the TSX-V CAD$1.93 per common share. Sales of the Offered Shares, if any, under this prospectus supplement and the accompanying prospectus may be made in transactions that are deemed to be “at themarket” offerings, as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including, without limitation, sales made by means ofordinary brokers’ transactions on Nasdaq or the TSX-V, to or through a market maker at market prices prevailing at the time of sale, at prices related to prevailing marketprices or at negotiated prices based on prevailing market prices. The sales agents may also sell the Offered Shares by any other method agreed by the Company and theapplicable sales agent and permitted by applicable law, including, without limitation, as block transactions. The Lead Agents are not required, individually or collectively,to sell any specific number of Offered Shares or dollar amount of the Offered Shares, but each Lead Agent will use commercially reasonable efforts consistent with itsnormal trading and sales practices to sell the Offered Shares on terms mutually agreeable to the Lead Agent and us. See “Plan of Distribution” included in this prospectussupplement. The Lead Agents will be entitled to compensation that will not exceed, but may be lower than, 2.25% of the gross offering proceeds for any Offered Shares sold throughthem as sales agents from time to time under the Sales Agreement. Each of the sales agents may be deemed an “underwriter” within the meaning of the Securities Act,and the compensation paid to the sales agents may be deemed to be underwriting discounts or commissions. This “at the market” offering is being made concurrently in Canada under the terms of a prospectus supplement to a short form base shelf prospectus filed with thesecurities commissions or similar authorities in each of the provinces and territories of Canada. Neither this prospectus supplement nor the accompanying prospectusconstitutes a prospectus under Canadian securities laws and therefore does not qualify the Offered Shares in Canada. Investing in the Offered Shares involves a high degree of risk. You should read carefully the section entitled “Risk Factors” beginning onpage S-3 of this prospectus supplement and the risks set forth under the caption “Item 1A. Risk Factors” in our most recent AnnualReport on Form 10-K and Quarterly Reports on Form 10-Q, as well as additional risks that may be described in future reports orinformation that we file with the Securities and Exchange Commission, or the SEC, which are incorporated by reference in thisprospectus supplement and the accompanying prospectus. Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of thisprospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. JettCapitalAdvisors,LLC Table of Contents TABLE OF CONTENTSProspectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUSCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSDILUTIONPLAN OF DISTRIBUTIONCANADIAN TAX PROPOSALWHERE YOU CAN FIND MORE INFORMATIONDOCUMENTS INCORPORATED BY REFERENCELEGAL MATTERSEXPERTS Prospectus ABOUT THIS PROSPECTUSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUMMARYRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF COMMON SHARESDES