Eagle Nuclear Energy Corp.: Form 10-Q for the period ended Aug 31, 2026

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated interim financial statements and related notes contained therein which have been prepared in accordance with US GAAP. This discussion contains forward-looking statements reflecting our current expectations, estimates and assumptions concerning events and financial trends that may affect our future operating results or financial position. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” appearing elsewhere in this Quarterly Report. All figures are in US dollars unless otherwise noted. Unless the context otherwise requires, for the purposes of this section, “Eagle Nuclear”, “we”, “us”, “our”, or the “Company” refer to Eagle Nuclear Energy Corp. and its subsidiaries.

Company Overview

Eagle Nuclear Energy Corp. was incorporated on December 19, 2025, under the laws of the state of Nevada. The Company is a next-generation nuclear energy company that seeks to combine domestic uranium exploration and development with proprietary small modular reactor (“SMR”) technology, with the intent of establishing a vertically integrated business model, combining uranium exploration, extraction, and production with the design and development of modular nuclear reactors intended to supply reliable power for industrial use and electricity grids. Through this approach, the Company aims to support energy security and meet growing demand for clean and scalable nuclear power solutions.

The Company’s corporate office and mailing address are located at 5470 Kietzke Lane, Suite 300, Reno, NV 89511 and the Company’s phone number is (775) 335-2029. The Company’s website address is https://eaglenuclear.com. Information contained on our website or connected thereto does not constitute part of, and is not incorporated by reference into, this Quarterly Report.

Through the acquisition of Oregon Energy LLC (“Oregon Energy”) on February 24, 2026, the Company currently owns mining claims to explore and extract uranium (Aurora Uranium Project (“AUP”)) located in Malheur County, Oregon, approximately 16 kilometers northwest of McDermitt, Nevada. As of August 31, 2026, the Company holds 263 unpatented lode mining claims and 71 unpatented placer mining claims in the AUP, along with 27 unpatented placer mining claims in Humboldt County, Nevada. These claims collectively cover an area of approximately 43 square kilometers.

Company Formation and Reverse Recapitalization

The Company was incorporated as a subsidiary of Spring Valley Acquisition Corp. II (“SVII”), a special purpose acquisition corporation incorporated in the Cayman Islands, for the purpose of completing a reverse acquisition between Eagle Energy Metals Corp. (“Eagle Energy”) and SVII, pursuant to an agreement and plan of merger (“BCA”) entered into on July 30, 2025 and as amended on September 29, 2025. On February 24, 2026, the Company, Eagle Energy, and SVII completed the reverse acquisition transaction. The transaction is also referred to as the “de-SPAC” transaction. Each of Eagle Energy and SVII became a subsidiary of the Company as part of the de-SPAC transaction. Eagle Energy is deemed as the acquirer for accounting purposes, and therefore its assets, liabilities and operations are included in the unaudited condensed consolidated interim financial statements at their historical carrying values. The Company’s operations are considered to be a continuance of the business and operations of Eagle Energy, with the Company’s operations being included beginning on February 24, 2026, the closing date of the de-SPAC transaction.

Under the BCA, former shareholders of nonredeemable common stock of Eagle Energy received 18,888,289 shares of common stock in the Company, representing a consolidation on a 5.8349:1 basis. The former shareholder of redeemable common stock of Eagle Energy received 2,750,000 shares of common stock in the Company, representing a consolidation on a 5.8:1 basis. Former shareholders of SVII received 3,630,051 shares of common stock in the Company, representing a one-for-one exchange of shares of Class A and Class B common stock of SVII. The Company also issued 2,299,982 shares of common stock to holders of 23,000,000 rights of SVII, which were converted into shares of SVII on a 10:1 basis upon the consummation of a business combination by SVII. A total of 5,930,033 shares of common stock are retained by former shareholders of SVII. A further 300,000 shares of common stock was issued to a service provider in consideration for transaction costs associated with the de-SPAC transaction.

The common stock and public warrants of the Company began trading on Nasdaq under the ticker symbols of “NUCL” and “NUCLW”, respectively, on February 25, 2026.

Recent Developments

Engagement of government affairs firm and appointment of advisor

On September 9, 2026, the Company announced that it has engaged LSN Partners (“LSN”) to provide government affairs, strategic advisory and stakeholder engagement services. LSN will support the Company’s federal and state public-sector objectives, with a focus on domestic uranium production, advanced nuclear technologies, critical minerals policy, energy security, permitting and regulatory matters, and federal funding and procurement opportunities, including outreach to relevant federal agencies and key state governments in Oregon and Nevada. In connection with these efforts, the Company also appointed a former uranium industry executive as an advisor to the Company to support the advancement of the AUP.

Inclusion in the Solactive Global Uranium & Nuclear Components Total Return Index

On August 3, 2026, the Company announced that it has been added to the Solactive Global Uranium & Nuclear Components Total Return Index as part of the index’s semi-annual rebalancing, effective at the market open on August 3, 2026, which qualifies the Company’s common stock for inclusion in the Global X Uranium ETF (NYSE Arca: URA).

Engagement of key technical consultants for AUP drill program

On July 8, 2026, the Company announced it has engaged Yukuskokon Professional Services, LLC to provide turnkey project management and geological support, and expanded its existing agreements with BBA USA Inc. and SLR International Corporation to provide geological modeling, drill hole targeting, resource consulting, and hydrogeological and geochemical support, in connection with the planned pre-feasibility study-related drill program at the AUP. Drilling is expected to commence upon receipt of requisite permit approvals from state-level regulators in Oregon, and the pre-feasibility study is expected to be completed in the second half of 2027.

Engagement of consultant to support reactor simulation and optimization for SMR program

On June 9, 2026, the Company announced it has engaged Tensor Medium Corporation, an advanced algorithm and artificial intelligence company, to support reactor modeling, simulation and optimization efforts connected to the Company’s SMR program, including reactor engineering support, materials optimization, quantum development, and support for future licensing readiness in connection with the Company’s SMR development initiatives.

Approval of CEO and CFO employment agreements

On June 5, 2026, the board of directors of the Company approved and ratified the written CEO and CFO employment agreements, effective upon the consummation of the de-SPAC, with annualized base salaries at $350,000 and $180,000, respectively, and eligibility to receive certain incentive bonuses and to participate in the EIP of the Company.

Commencement of environmental baseline studies at AUP

On April 1, 2026, the Company announced its intention to conduct a 27,000 ft drill program at the AUP during the summer of 2026, pursuant to a comprehensive “Gap Analysis” study completed by the Company’s resource consultants, designed to address data gaps at the AUP in order to advance the AUP towards a pre-feasibility study.

In connection with these studies, the Company announced on April 9, 2026 that it has entered into a Drilling Services Agreement with Harris Exploration Drilling & Associates Inc. of Fallon, NV to complete the drill program, with program commencement expected to be in second half of 2026, subject to requisite permit approvals from the federal Bureau of Land Management (“BLM”) and the Oregon Department of Geology and Mineral Industries (“DOGAMI”), with permitting efforts led by SLR International Corporation.

Pre-drilling environmental baseline studies are under way to collect meteorological, hydrological, cultural, and archeological data, with additional environmental baseline studies expected to be undertaken in advance of commencement of drilling. In connection with these efforts, the Company has completed the installation of a 10-meter high meteorological station at the AUP for the collection of ambient weather and atmospheric data, including wind speed and direction, temperature, humidity, barometric pressure, and solar radiation.

PIPE Financing

Concurrently with the completion of the de-SPAC transaction, the Company also completed a PIPE Financing and raised $29,700,000, in exchange for the issuance of 29,700 shares of Series A Cumulative Convertible Preferred Stock with an initial stated value of $1,000 per share, which are initially convertible into common stock at a conversion price of $11.88 per share (a conversion ratio of 1-to-84.18), subject to adjustment, and 2,500,000 PIPE warrants with an exercise price of $12.00 per share. The Series A Cumulative Convertible Preferred Stock have an initial stated value of $1,000 per share, are redeemable at the option of the holder beginning February 24, 2031, and accrues dividends at 12% annually (if paid in kind), or 10% annually (if paid in cash), the manner of which is at the election of the Company.

Acquisition of Oregon Energy

Eagle Energy, a subsidiary of the Company, previously entered into a property option agreement with Aurora Energy Metals Ltd. (“Aurora”) (the “Aurora Option Agreement”) on November 18, 2024 for a property option agreement over Oregon Energy, and paid an aggregate of $1,000,000 in option and extension payments (for extension options triggered on May 18, 2025 and November 18, 2025), as well as $219,545 in reimbursements of mining expenditures of Oregon Energy, pursuant to the terms of the Aurora Option Agreement, which Eagle Energy was committed to reimburse up to $500,000 of mining operations expenditures of Oregon Energy due to the triggering of the extension options.

On November 26, 2025, Eagle Energy, Aurora Energy, and Oregon Energy executed a First Amendment to the Property Option Agreement. The amendment (i) revised the second extension to complete a Listing Event from a six month period (deadline of May 18, 2026) to a 225 day period (deadline of July 2, 2026), and (ii) provides that the Resource Payment provisions under which Aurora Energy may be entitled to additional payment shares as mentioned hereinafter are amended such that the determination is made following the next newly prepared SK1300 mineral resource update published by the Company.

On February 24, 2026, immediately before the completion of the de-SPAC transaction, Eagle Energy, Aurora Energy, and Oregon Energy executed a Second Amendment to the Property Option Agreement. The amendment (i) confirmed the number of Aurora Option Payment Shares to be issued, (ii) set the deadline for grant of NSR to Aurora Energy to be on or before 10 business days after the closing date, and (iii) clarified certain terms and conditions of the Aurora Option Agreement, including terms related to the Resource Payment and the Pre-Feasibility Bonus (as hereinafter defined) are intended to survive closing until those covenants have been fully performed.

On February 24, 2026, the Company issued 1,710,991 shares of common stock to Aurora Energy for the acquisition of 100% interest in Oregon Energy, upon the completion of the de-SPAC transaction. The number of shares issued, initially set at 1,600,000 shares, was adjusted for 50% of the percentage increase in the uranium spot price between November 18, 2024 and February 24, 2026, resulting in 1,710,991 shares. At a fair value of $6.99 per share, the total share consideration had a fair value of $11,959,827 which, together with cash payments of $1,219,545 made to Aurora Energy prior to closing, resulted in total consideration of $13,179,372. The acquisition was accounted for as an asset acquisition, as Oregon Energy did not qualify as a business under ASC 805.

If the Company identifies a measured and/or indicated mineral resource, in its next newly prepared SK1300 mineral resources update, of at least 40 million pounds of U3O8, Aurora Energy will be entitled to receive additional shares of the Company’s common stock having an aggregate value of $4,000,000 (the “Resource Payment”). Each additional 1,000,000 pounds of U3O8 above 40 million pounds will further increase the total value of the Resource Payment by $200,000, up to a maximum of $1,000,000, resulting in an overall maximum of $5,000,000 of Resource Payment. The number of shares issuable for a Resource Payment is calculated based on the 30-day volume-weighted average trading price (“VWAP”) of the Company’s shares for the 30 trading days prior to the date of the announcement of the SK1300 mineral resource update.

Further, upon completion of a positive pre-feasibility study on the project following the listing of the Company on Nasdaq, the Company will issue to Aurora Energy additional payment in shares (the “Pre-Feasibility Bonus”) with a value of $5,000,000, determined by the 30-day VWAP of the Company’s shares during the 30 days prior to the announcement of the pre-feasibility study.

Under the terms of the Aurora Option Agreement, Aurora Energy retained a 1.0% net smelter return (“NSR”) royalty on the mineral rights, which constitutes a perpetual interest in the underlying assets. The Resource Payment and Pre-Feasibility Bonus, which in aggregate could total up to $10,000,000 payable in additional shares, were not included in the cost of the acquired mineral rights and will be recognized as an addition to the cost basis of the asset if and when the applicable milestone is achieved and the obligation becomes probable. As of August 31, 2026, neither milestone had been achieved. The Company has a right to repurchase one-half of the NSR for $1,000,000; or the entire NSR for $2,000,000; and has a right of first refusal of any proposed sale by Aurora Energy of all or part of the NSR.

In 2025, Eagle Energy, a subsidiary of the Company, engaged BBA USA Inc, to complete a S-K 1300 Technical Report Summary on the AUP (the “S-K 1300 AUP TRS”). BBA USA Inc completed the S-K 1300 AUP TRS which is entitled S-K 1300 Technical Report Summary Mineral Resources Estimate for the Aurora Uranium Project; Report Date: August 8, 2025. The report was filed with the Securities and Exchange Commission on September 30, 2025, as an exhibit to a Form S-4 of the Company.

Results of Operations – For the Nine Months Ended August 31, 2026 and 2025 (unaudited):

During the nine months ended August 31, 2026, the Company incurred a net loss of $22,187,888 compared to a net loss of $2,974,432 for the nine months ended August 31, 2025. An analysis of the increase in net loss of $19,213,456, including the major components of our results for the periods, is below.

General and administrative

General and administrative expenses for the nine months ended August 31, 2026 were $11,409,951, an increase of $8,656,414, or 314%, compared to $2,753,537 for the nine months ended August 31, 2025. This category includes business development, office and administrative costs, professional fees, rent, investor relations, salaries and wages, licensing fees, and travel and entertainment. The increase was primarily due to $6,080,147 of stock-based compensation related to stock options and RSUs granted under the EIP to officers, directors, employees and consultants in April and May 2026. Excluding stock-based compensation, the remaining increase of $2,576,267 was primarily driven by non-stock-based increases in office and administrative costs, salaries and wages, business development, and investor relations costs of $1,740,021, $456,016, $210,950 and $214,145, respectively, partially offset by a $236,867 decrease in professional fees excluding impact from stock-based compensation. Salaries and wages increased, reflecting the hiring of the CEO, CFO and other personnel following the de-SPAC transaction. Office and administrative costs increased mainly due to marketing, directors’ and officers’ insurance and public company costs following the Company’s Nasdaq listing. Professional fees decreased mainly due to higher legal and accounting fees in the comparative period related to the de-SPAC transaction. Business development and investor relations costs increased as the Company engaged external advisors following its Nasdaq listing.

Exploration expense

Exploration expenses for the nine months ended August 31, 2026 were $1,084,406, an increase of $873,126 compared to $211,280 for the nine months ended August 31, 2025. The increase is primarily driven by activities undertaken by the Company on mineral rights assessments and other related work in connection with the AUP, in connection with its ongoing environmental baseline studies in preparation for the commencement of a new exploration program.

Change in fair value of warrant liability

Change in fair value of warrant liability for the nine months ended August 31, 2026 was a loss of $9,675,724, an increase of $9,675,724 compared to $0 for the nine months ended August 31, 2025. This warrant liability relates to PIPE warrants of the Company which are puttable under certain circumstances. The increase in liability balance during the nine months ended August 31, 2026 is mainly due to changes to inputs into the Monte Carlo valuation of the warrant liability, including the removal of a discount for lack of marketability due to the effectiveness of the resale Registration Statement.

Results of Operations – For the Three Months Ended August 31, 2026 and 2025 (unaudited):

During the three months ended August 31, 2026, the Company recognized net income of $4,345,941 compared to a net loss of $1,282,331 for the three months ended August 31, 2025, an improvement of $5,628,272 year-over-year, primarily due to a $8,075,000 non-cash gain from the change in fair value of warrant liability. An analysis of the major components of our results for the periods is below.

General and administrative

During the three months ended August 31, 2026, we incurred general and administrative costs of $3,364,327 compared to $1,130,009 for the three months ended August 31, 2025, an increase of $2,234,318 year-over-year. The increase was primarily due to $1,483,975 of stock-based compensation related to stock options and RSUs granted under the EIP to officers, directors, employees and consultants in April and May 2026. Excluding stock-based compensation, the remaining increase of $750,343 was primarily driven by non-stock-based increases in office and administrative costs, salaries and wages, business development, and investor relations costs of $592,916, $203,080, $65,250 and $54,934, respectively, partially offset by a $200,490 decrease in professional fees excluding impact from stock-based compensation. Salaries and wages increased, reflecting the hiring of the CEO, CFO and other personnel following the de-SPAC transaction. Office and administrative costs increased mainly due to marketing, directors’ and officers’ insurance and public company costs following the Company’s Nasdaq listing. Professional fees decreased mainly due to higher legal and accounting fees in the comparative period related to the de-SPAC transaction. Business development and investor relations costs increased as the Company engaged external advisors following its Nasdaq listing.

Exploration expense

During the three months ended August 31, 2026, we incurred exploration expense of $360,486 compared to $147,297 for the three months ended August 31, 2025, an increase of $213,189 year-over-year. The increase is primarily driven by activities undertaken by the Company on mineral rights assessments and other related work in connection with the AUP, in connection with its ongoing environmental baseline studies in preparation for the commencement of a new exploration program.

Change in fair value of warrant liability

During the three months ended August 31, 2026, we recognized a gain on the change in fair value of warrant liability of $8,075,000 compared to $0 for the three months ended August 31, 2025. This warrant liability relates to PIPE warrants of the Company which are puttable under certain circumstances. The gain is mainly due to changes to inputs into the Monte Carlo valuation of the warrant liability, including the simulated impact from the exercise price reset expected to take place in November 2026, which resulted in a decrease in the fair value of the warrant liability during the period.

Liquidity and Capital Resources

We continually monitor and manage cash flow to assess the liquidity necessary to fund operations and capital projects. We manage our capital resources and adjust them to take into account changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust our capital resources, we may, where necessary, control the amount of working capital, pursue financing or manage the timing of our capital expenditures. As of August 31, 2026, we had a working capital of $24,916,862 (current assets of $26,182,316, less current liabilities of $1,265,454). As of November 30, 2025, we had a working capital of $621,306 (current assets of $1,464,825, less current liabilities of $843,519).

Our continuing operations does not currently achieve profitable operations. The Company will continue to obtain additional financing in the future through appropriate avenues such as debt or equity financing when such requirements arise.

Since our inception, we have incurred operating losses and have experienced negative cash flows from operations. While the Company had a positive working capital as at August 31, 2026, the Company expects to expend significant portion of its assets to fund ongoing operations and planned exploration activities, and is currently pre-revenue. Management assessed the Company currently has cash resources that could sustain operations for at least the next 12 months, as a result of recently completed financings.

As of August 31, 2026, we had $25,657,697 in cash, including restricted cash of $191,074. We are actively managing current cash flows until such time that we are profitable.

The chart below highlights our cash flows for the period indicated:

Cash Used in Operating Activities

Our net cash used in operating activities is primarily due to cash payments for operating expenses that we incur in the day-to-day operations of the business. During the nine months ended August 31, 2026, net cash used in operating activities was $7,341,171. The net loss for the nine months ended August 31, 2026 of $22,187,888 was offset by $15,884,126 in non-cash items, consisting mainly of $9,675,724 in non-cash change in fair value of warrant liability and $6,080,147 in stock-based compensation, and was further increased by changes in operating working capital of $1,037,409.

Net cash used in operating activities for the nine months ended August 31, 2025, was $3,458,094. Operating expenses resulted in a net loss of $2,974,432 for the period. This was offset by $25,539 in non-cash adjustments, consisting mainly of $15,250 in consulting fees settled by shares. Changes in working capital items increased cash usage by $509,201.

Cash Provided (Used) in Investing Activities

During the nine months ended August 31, 2026, net cash provided by investing activities totaled $35,794, primarily related to the $141,262 cash assumed by the acquisition of Oregon Energy. This was partially offset by net cash used for the purchase of property, plant and equipment, intangible assets, and investments in mineral rights, totaling $105,468.

Net cash used in investing activities for the nine months ended August 31, 2025, was $841,081, primarily related to $773,651 invested in mineral rights and $67,430 for the purchase of intangible assets, in connection with the Aurora Option Agreement.

Cash Provided by Financing Activities

We have funded our business to date from the issuance of our common stock through private placements, and assumption of cash from SVII through the reverse acquisition transaction undertaken in our process of going public.

During the nine months ended August 31, 2026, net cash provided by financing activities totaled $31,680,113, primarily related to the proceeds from PIPE financing through the issuance of cumulative convertible preferred shares of $29,700,000 and $4,894,595 in proceeds from the reverse recapitalization transaction as mentioned above, reduced by cash paid for transaction costs for the de-SPAC transaction of $2,916,782. The Company also received $2,300 in cash proceeds upon exercise of warrants.

Net cash provided by financing activities for the nine months ended August 31, 2025, was $7,736,478, comprised of $7,436,478 in proceeds from the issuance of common stock in private placements and Reg CF financings, net of issuance costs, and $300,000 in proceeds from the issuance of redeemable common stock.

Related party transaction

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is a related party transaction when there is a transfer of resources or obligations between related parties:

Management Compensation

The CEO, the CFO, and the former CFO were paid through consulting arrangements prior to the de-SPAC transaction. Their remuneration, reported in general and administrative expenses, is as follows:

(1) As of August 31, 2026 and November 30, 2025, $0 and $15,000, respectively, of management compensation from consulting arrangements owed to the CEO were included in accounts payable and accrued liabilities.

(2) As of August 31, 2026 and November 30, 2025, $0 and $10,750, respectively, of management compensation from consulting arrangements owed to the CFO were included in accounts payable and accrued liabilities.

(3) As of August 31, 2026 and November 30, 2025, $0 and $15,000, respectively, of management compensation from consulting arrangements owed to the former CFO were included in accounts payable and accrued liabilities.

Consulting fees

The Company incurred other general and administrative expenses to significant shareholders and directors as follows:

(1) As of August 31, 2026 and November 30, 2025, $0 and $67,875, respectively, of consulting fees owed to companies controlled by a greater-than-5% stockholder were included in accounts payable and accrued liabilities.

(2) The stockholder no longer holds over 5% of the Company’s stock during the nine months ended August 31, 2026. No amount was owed to this stockholder as of November 30, 2025.

(3) As of August 31, 2026 and November 30, 2025, $0 and $22,500, respectively, of consulting fees owed to a company controlled by a director were included in accounts payable and accrued liabilities.

Commitments and Contingencies

In relation to the Oregon Acquisition, the aggregate maximum Resource Payment and Pre-Feasibility Bonus potentially payable to Aurora Energy is $10,000,000, payable in additional payment shares. This contingent consideration was not included in the cost of the acquired mineral rights recognized at the closing date and will be recognized as an addition to the cost basis of the asset if and when the applicable milestone is achieved and the obligation becomes probable. As of August 31, 2026, neither milestone had been achieved. The Company currently expects a pre-feasibility study to be completed by the end of calendar year 2027. The Company expects to prepare its next SK1300 mineral resources update in connection with the completion of the pre-feasibility study.

In connection with the de-SPAC transaction, the Company has reserved an additional 1,500,000 shares of common stock (“Earnout Share Pool”) in the EIP to be granted to eligible shareholders of the Company. During the Earnout Period, if the Earnout Target is met, or if a change of control transaction occurs during the Earnout Period and the Earnout Target was not already met, the Company will grant 1,500,000 Earnout Shares to the eligible shareholders. The Company evaluated the Earnout Shares under ASC 815-40, and concluded the Earnout Shares meet the definition of an equity instrument, and accordingly will be accounted for as part of additional paid-in capital. No Earnout Share has been issued as of August 31, 2026.

Capital Management

Capital is comprised of our stockholders’ equity (deficit) and any debt that we may issue. Our objectives when managing capital are to maintain financial strength and to protect our ability to execute our exploration and operational plans towards the development of the AUP and capabilities for the SMR business, to maintain creditworthiness and to maximize returns for our stockholders over the long term. Protecting the ability to pay current and future liabilities includes maintaining capital above minimum regulatory levels, current financial strength rating requirements and internally determined capital guidelines and calculated risk management levels. We manage capital structure to maximize financial flexibility by adjusting in response to changes in economic conditions and the risk characteristics of the underlying assets and business opportunities. We do not presently utilize any quantitative measures to monitor our capital, but rather we rely on our management’s expertise to sustain the future development of the business. Management reviews its capital management approach on an ongoing basis and believes that this approach, given our size, is reasonable.

There were no changes to our approach to capital management during the period. We are not subject to externally imposed capital requirements.

Critical Accounting Estimates

Our unaudited condensed consolidated interim financial statements are prepared in accordance with generally accepted accounting principles in the U.S., which require our management to make estimates that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the balance sheet dates, as well as the reported amounts of expenses during the reporting periods. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations would be affected. We base our estimates on our own historical experience and other assumptions that we believe are reasonable after taking account of our circumstances and expectations for the future based on available information. We evaluate these estimates on an ongoing basis. We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. There are items within our financial statements that require estimation but are not deemed critical, as defined above.

We believe the following accounting estimates to be the most critical estimates we used in preparing our unaudited condensed consolidated financial statements for the three and nine months ended August 31, 2026.

Long-lived assets

Long-lived assets including mineral rights are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable. Management applies significant judgment to assess whenever events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable giving rise to the requirement to conduct an impairment test. Circumstances which could trigger an impairment test include, but are not limited to: (i) significant decreases in the market price of the asset; (ii) significant adverse changes in the business climate or legal factors including significant decreases in uranium prices and material adverse changes relating to our legal rights to its mineral rights and properties; (iii) significant increase in reclamation costs and accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; iv) current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and (v) current expectation that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life. Recoverability of these assets is measured by comparing the carrying value to the future undiscounted cash flows expected to be generated by the assets. When the carrying value of an asset exceeds the related undiscounted cash flows, an impairment loss is recorded by writing down the carrying value of the related asset to its estimated fair value, which is determined using discounted future cash flows or other measures of fair value.

Stock-based compensation

The valuation of the stock-based compensation requires the use of significant estimates and assumptions. The fair values of stock-based compensation are estimated using stochastic valuation techniques, including the Black-Scholes option pricing model and Monte Carlo simulation models.

In a Black-Scholes option pricing model, grant-date fair value was estimated with the following inputs: estimates of equity volatility based on selected peer companies, and estimated life of the equity grant. Peer companies are selected based on uranium-exploration companies that are of similar size, operates in similar geography, and similarly early stages of operation. Estimated life is established using the simplified method if the grant is a “plain vanilla” option.

In a Monte Carlo simulation model, grant-date fair value was estimated with the following inputs: estimates of equity volatility based on selected peer companies, the time to expiration of the equity grant, and the estimated early exercise price hurdle. The time to expiration is based on the contractual maturity date. The early exercise price hurdle is established using available academic research on exercise behavior of individuals that have similar characteristics as grantees of the Company holding those equity grants.

While we believe that the assumptions and estimates utilized were appropriate based on the information available to management, different assumptions, judgments and estimates could materially affect our valuations of grant-date fair values of stock-based compensation.

Warrant liability

The valuation of the PIPE Warrant requires the use of significant estimates and assumptions. The fair value of the warrant liabilities is estimated using the Monte Carlo simulation models which uses as inputs estimates of equity volatility based on selected peer companies, the time to expiration of the warrant, and discount for lack of marketability at initial valuation. Peer companies are selected based on uranium-exploration companies that are of similar size, operates in similar geography, and similarly early stages of operation. Discount for lack of marketability is established using judgment based on the legal ability to freely trade the securities, credit and non-performance risks of the Company. We recorded warrant liability at issuance at its fair value, and subsequent changes in fair value are recognized in earnings at each reporting period.

While we believe that the assumptions and estimates utilized were appropriate based on the information available to management, different assumptions, judgments and estimates could materially affect our valuations of warrant liability at issuance and at each reporting period.

Off-Balance Sheet Arrangements

We have not entered into any material off-balance sheet arrangements such as guarantee contracts, contingent interests in assets transferred to unconsolidated entities, derivative financial obligations, or with respect to any obligations under a variable interest equity arrangement.

Proposed Transactions

We have not entered into any proposed transactions that have not been disclosed herein.

Emerging Growth Company Status

The Jumpstart Our Business Startups (“JOBS”) Act permits an “emerging growth company” such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, we will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies, and our financial statements may not be comparable to other public companies that comply with new or revised accounting pronouncements as of public company effective dates. However, we may choose to early adopt any new or revised accounting standards whenever such early adoption is permitted for private companies.

We will cease to be an emerging growth company on the date that is the earliest of (i) the last day of the fiscal year in which the market value of the shares of Common Stock that are held by non-affiliates exceeds $700 million as of that year’s second fiscal quarter, (ii) the last day of the fiscal year in which we have total annual gross revenue of $1.235 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which we have issued more than $1 billion in non-convertible debt in the prior three-year period or (iv) November 30, 2031.

Further, even after we no longer qualify as an emerging growth company, we may still qualify as a “smaller reporting company,” which would allow us to take advantage of many of the same exemptions from disclosure requirements, including reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our share price may be more volatile.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item. However, we have elected to provide the following information related to market risk.

Our board of directors have overall responsibility for the establishment and oversight of our risk management policies on an annual basis. Management identifies and evaluates our financial risks and is charged with the responsibility of establishing controls and procedures to ensure financial risks are mitigated in accordance with the approved policies.

Our financial instruments consist of cash, restricted cash, due to related parties, accounts payable and accrued liabilities. The carrying value of the Company’s cash, restricted cash, due to related parties, and accounts payable and accrued liabilities approximate their fair value due to their short terms to maturity.

Our risk exposures and the impact on our financial instruments are summarized below:

Credit Risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. Our credit risk is primarily attributable to our liquid financial assets including cash. Our financial assets are cash and restricted cash. Our maximum exposure to credit risk, as of period end, is the carrying value of our financial assets, being $25,657,697 (November 30, 2025 - $1,301,928) as of August 31, 2026. We hold cash with major financial institutions, therefore minimizing our credit risk.

Liquidity Risk

Liquidity risk is the risk that we will not be able to meet financial obligations as they fall due. We manage liquidity by maintaining adequate cash balances and by raising equity and debt financings. We have no assurance that such financings will be available on favorable terms in the future. In general, we attempt to avoid exposure to liquidity risk by obtaining corporate financing through the issuance of shares.

As of August 31, 2026, we had cash of $25,466,623 (November 30, 2025 - $1,301,928) to settle current liabilities of $1,265,454 (November 30, 2025 - $843,519) which fall due for payment within 12 months of the date of the unaudited condensed consolidated interim balance sheet.

Market Risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect our income or value of holdings or financial instruments. As of August 31, 2026, our exposure to market risk was insignificant as we did not hold material amounts of financial instruments in foreign currencies, nor did we hold any debt that was subject to variable interest rates.

Inflation Risk

We do not believe that inflation had a significant impact on our results of operations for any period presented in our unaudited condensed consolidated interim financial statements. Nonetheless, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs, and our inability or failure to do so could harm our business, financial condition and results of operations.

Evaluation of Disclosure Controls and Procedures

Based on an evaluation as of August 31, 2026, our management, including the Chief Executive Officer and Chief Financial Officer, has concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were not effective to provide reasonable assurance because of a material weakness in our internal control over financial reporting as described below.

Material Weaknesses

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual financial statements will not be prevented or detected in a timely manner.

We did not design or maintain an effective control environment commensurate with financial reporting requirements. Specifically, we did not consistently have documented evidence of review procedures and, due to resource limitations, did not always maintain segregation of duties between preparing and reviewing analyses, reconciliations, and complex accounting matters.

The above material weakness did not result in a material misstatement of our unaudited condensed consolidated interim financial statements, however, it could result in a misstatement of our account balances or disclosures that would result in a material misstatement that would not be prevented or detected.

Remediation Efforts to Address the Identified Material Weaknesses

We have taken, and continue to take, steps to remediate the material weakness and strengthen our internal control over financial reporting through the continued hiring of additional appropriately skilled finance and accounting personnel, in order to have sufficient personnel and expertise to implement appropriate segregation of duties, formalize internal controls and enable sufficient technical review for complex accounting transactions. We are in the process of strengthening review-related controls to enhance evidence of review and reduce threat of self-review, where practicable. We currently retain a third-party advisor with qualified personnel to support the preparation of quarterly financial reporting and disclosures and on technical accounting matters. We continue to evaluate options, given the resource limitations described above, regarding the hiring of qualified personnel and additional policies to be implemented in order to improve segregation of duties.

We will not be able to fully remediate these control deficiencies until these steps have been completed and have been operating effectively for a sufficient period of time. We expect to make continued progress on these remediation efforts throughout fiscal 2026, with the pace of the segregation-of-duties component dependent on resourcing as noted above. Management will continue to review and make necessary changes to the overall design of our internal control environment, as well as policies and procedures to improve the overall effectiveness of internal control over financial reporting. The material weakness will not be considered remediated, however, until the applicable controls operate for a sufficient period of time and management has concluded that these controls are operating effectively.

Changes in Internal Control over Financial Reporting

Except as described above under “Remediation Efforts to Address the Identified Material Weaknesses”, there was no change in our internal control over financial reporting during the fiscal quarter ended August 31, 2026 covered by this Quarterly Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item. You should carefully consider the risks discussed in the section entitled “Risk Factors” in the Registration Statement, which could materially affect our business, financial condition, or future results. The risks described in the Registration Statement are not the only risks we face. Additional risks and uncertainties not currently known to us or that we do not currently deem material, may also materially affect our business, results of operations, cash flows and financial position.