Eagle Nuclear Energy Corp.
For the period ended May 31, 2026. Filed Jul 20, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
May 31, 2026 · Filed Jul 20, 2026
NUCL$4.12+2.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-02-28; filed 2026-04-15.
0001104659-26-043856
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-05-31; filed 2026-07-20.
0001104659-26-085069
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 93 previous paragraphs and 128 current paragraphs.
56 unchanged; 31 reworded; 34 added; 4 removed; 2 previous and 7 current paragraphs rearranged.
Tables are not compared: 2 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (34)
Current report
Engagement of consultant to support reactor simulation and optimization for SMR program
Current report
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.
Current report
Commencement of environmental baseline studies at AUP
Current report
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.
Current report
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 July 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.
Current report
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.
Current report
Business development expenses for the six months ended May 31, 2026, was $348,277, an increase of $348,277 compared to $Nil for the six months ended May 31, 2025. This increase is primarily driven by the Company’s engagement of external business development firms as part of its previous efforts to complete its go public transaction, and continued engagement with the capital market. Expenditure on business development is inclusive of stock-based compensation of $223,038 in connection with stock options and RSUs granted to business development consultants during the six months ended May 31, 2026. No such costs were incurred in the comparative period.
Current report
Office and administrative expenses for the six months ended May 31, 2026, were $1,238,685, an increase of $1,147,105 compared to $91,580 for the six months ended May 31, 2025. This increase is primarily driven by expanded operations. This mainly includes an
Current report
Professional fees for the six months ended May 31, 2026, were $2,469,761, an increase of $1,256,308 compared to $1,213,453 for the six months ended May 31, 2025. This increase is primarily driven by stock-based compensation of $1,292,686 in connection with stock options and RSUs granted during the six months ended May 31, 2026 to directors, and consultants of the Company during the six months ended May 31, 2026, with $731,157 attributable to directors’ compensation, $311,652 attributable to legal and other professional fees, and $249,877 attributable to consulting. The increase is partially offset by changes such as remuneration of the Company’s CEO and CFO being reported as salaries and wages upon de-SPAC, with the replacement of previous consulting agreements with executive employment agreements.
Current report
Investor relations for the six months ended May 31, 2026, was $159,211, an increase of $159,211 compared to $Nil for the six months ended May 31, 2025. This increase is primarily driven by the Company’s engagement of an external investor relations firm in relation to becoming a public company. No such costs were incurred in the comparative period.
Current report
Salaries and wages for the six months ended May 31, 2026, was $3,353,846, an increase of $3,353,846 compared to $Nil for the six months ended May 31, 2025. This increase is mainly due to the hiring of a full-time Head of Licensing in November 2025, the Company entering into executive employment agreements with its CEO and CFO upon de-SPAC, and $3,100,910 in stock-based compensation in connection with stock options and RSUs granted during the six months ended May 31, 2026 to the CEO, CFO, and employees of the Company.
Current report
Travel and entertainment expense for the six months ended May 31, 2026, was $287,971, an increase of $18,419 compared to $269,552 for the six months ended May 31, 2025. This increase is due to a slight increase in executive and consultant travel in the current period.
Current report
Change in fair value of warrant liability
Current report
Change in fair value of warrant liability for the six months May 31, 2026, was a loss of $17,750,724, an increase of $17,750,724 compared to $Nil for the six months ended May 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 six months ended May 31, 2026 is mainly due to changes to inputs into the Monte Carlo valuation of the warrant liability, including the increasing valuation of shares of the Company, and the removal of a discount for lack of marketability due to the Company’s current public company status.
Current report
Business development
Current report
Exploration** **expenses
Current report
Office and administrative
Current report
Professional fees
Current report
Professional fees for the three months ended May 31, 2026, were $2,010,841, an increase of $1,300,301 compared to $710,540 for the three months ended May 31, 2025. This increase is primarily driven by stock-based compensation of $1,292,686 in connection with stock options and RSUs granted during the three months ended May 31, 2026 to directors, and consultants of the Company during the three months ended May 31, 2026, with $731,157 attributable to directors’ compensation, $311,652 attributable to legal and other professional fees, and $249,877 attributable to consulting.
Current report
Rent expense
Current report
Investor relations
Current report
Salaries and wages
Current report
Licensing fee expense
Current report
Travel and entertainment
Current report
Change in fair value of warrant liability
Current report
Change in fair value of warrant liability for the three months May 31, 2026, was a loss of $17,750,724, an increase of $17,750,724 compared to $Nil for the three months ended May 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 three months ended May 31, 2026 is mainly due to changes to inputs into the Monte Carlo valuation of the warrant liability, including the increasing valuation of shares of the Company, and the removal of a discount for lack of marketability due to the Company’s current public company status.
Current report
During the six months ended May 31, 2026, the Company granted the following stock options and RSUs to related parties:
Current report
During the six months ended May 31, 2026, the Company incurred $3,069,747 (for the six months ended May 31, 2025 - $Nil) of stock based compensation to the CEO and CFO, recognized in salaries and wages; and $731,157 (for the six months ended May 31, 2025 - $Nil) of stock based compensation to the Company’s directors, recognized in professional fees.
Current report
On September 29, 2025, the Company entered into the PIPE Agreement with Eagle Energy and a private investor, regarding a potential issuance by the Company, of 29,700 shares of Series A Cumulative Convertible Preferred Stock for $29,700,000 (“PIPE Issuance”), upon the completion of the de-SPAC transaction as contemplated by the BCA. The PIPE Issuance was completed on February 24, 2026. The Series A Cumulative Convertible Preferred Stock accrues dividends at 12% annually (if paid in kind), or 10% annually (if paid in cash). At the option of the holder, the PIPE Issuance is convertible to common stock of the Company initially at a conversion price of $11.88, representing a conversion ratio of 1-to-84.18, subject to adjustments. In connection with the PIPE Issuance, the Company also issued to the investor 2,500,000 warrants with an exercise price of $12.00 per share. As of May 31, 2026, the Company accrued dividends of $781,151.
Current report
On February 24, 2026, upon the completion of the de-SPAC transaction, the Company granted the right to certain shareholders of the Company to receive Earnout Shares. During the Earnout Period until February 24, 2031, 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. No Earnout Share has been issued as of May 31, 2026.
Current report
On March 27, 2026, the Company entered into a drilling services agreement with Harris Exploration Drilling & Associates Inc. to complete a 27,000 ft drill program at the AUP to address data gaps and advance the AUP towards a pre-feasibility study. The drill program is expected to commence in July 2026, subject to requisite permit approvals from BLM and DOGAMI. The agreement may be terminated for convenience at any time by the Company with 30 days prior written notice at no penalty, with only payment required for work actually performed up to the effective date of termination and for reasonable, documented demobilization costs directly resulting from such termination.
Current report
On April 28, 2026, the Company entered into a services agreement with Tensor Medium Corporation, an advanced algorithm and artificial intelligence company, to support reactor modeling, simulation and optimization efforts connected to the Company’s SMR
Current report
program, including reactor engineering support, materials optimization, quantum development, and support for future licensing readiness in connection with the Company’s SMR development initiatives. The contract is for a term of 12 months and may be terminated for convenience at any time by either party with 30 days prior written notice at no penalty.
Current report
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, as disclosed in Note 16 to the unaudited condensed consolidated interim financial statements.
Removed paragraphs (4)
Previous report
Professional fees for the three months ended February 28, 2026, were $458,920, a decrease of $43,993 compared to $502,913 for the three months ended February 28, 2025. This decrease is primarily driven by a number of expenditures in legal and accounting fees being classified as transaction costs for the de-SPAC transaction of the Company and offset against additional paid-in capital.
Previous report
On March 19, 2026, the Company filed registration statement on Form S-1, which was subsequently amended on April 9, 2026. The registration statement relates to (i) a primary offering of up to 23,422,133 shares of common stock issuable upon the exercise of warrants and up to 5,940,000 shares of common stock issuable upon the conversion of Series A Cumulative Convertible Preferred Stock; and (ii) a secondary offering of up to 30,688,995 shares of common stock and up to 11,922,133 warrants that may be offered for resale from time to time by the selling securityholders named in the registration statement, pursuant to the Company’s registration rights obligations under the registration rights agreement entered into with certain stockholders of the Company in connection with the completion of the de-SPAC transaction.
Previous report
On March 28, 2026, the board of directors of the Company approved the increase of size of the board of directors to seven. The board of directors of the Company also approved the appointment of Mark Mukhija, CEO of the Company, as the chairman of the board of directors.
Previous report
On April 6, 2026, the board of directors approved the appointment of Kuljit Basi as a director of the Company.
Reworded paragraphs (31)
Previous wording
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.
Current wording
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.
Previous wording
During the three months ended February 28, 2026, we incurred a net loss of $1,471,882 compared to a net loss of $666,995 for the three months ended February 28, 2025. An analysis of the increase in net loss of $804,887 including the major components of our results for the periods, is below.
Current wording
During the three months ended May 31, 2026, we incurred a net loss of $25,061,947 compared to a net loss of $1,025,106 for the three months ended May 31, 2025. An analysis of the increase in net loss of $24,036,841 including the major components of our results for the periods, is below.
Previous wording
Business development expenses for the three months ended February 28, 2026, was $80,450, an increase of $80,450 compared to $Nil for the three months ended February 28, 2025. This increase is primarily driven by the Company’s engagement of external business development firms as part of its efforts to complete its go public transaction, which did not occur in the prior period.
Current wording
Business development expenses for the three months ended May 31, 2026, was $267,827, an increase of $267,827 compared to $Nil for the three months ended May 31, 2025. This increase is primarily driven by the Company’s engagement of external business development firms as part of its previous efforts to complete its go public transaction, and continued engagement with the capital market. Expenditure on business development is inclusive of stock-based compensation of $223,038 in connection with stock options and RSUs granted to business development consultants during the three months ended May 31, 2026. No such costs were incurred in the comparative period.
Previous wording
Exploration expenses for the three months ended February 28, 2026, was $227,501, an increase of $220,196 compared to $7,305 for the three months ended February 28, 2025. The increase is primarily driven by activities undertaken by the Company on mineral rights assessments and other related work in connection with the Aurora Uranium Project, in preparation for the commencement of a new exploration program.
Current wording
Exploration expenses for the three months ended May 31, 2026, was $496,419, an increase of $439,741 compared to $56,678 for the three months ended May 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 Aurora Uranium Project, in connection with its ongoing environmental baseline studies in preparation for the commencement of a new exploration program.
Previous wording
Office and administrative expenses for the three months ended February 28, 2026, were $404,676, an increase of $373,946 compared to $30,730 for the three months ended February 28, 2025. This increase is primarily driven by expanded operations. This includes a $231,116 increase in marketing expenses incurred by the Company for various advertising and promotional activities in connection with the Company’s recent listing, an $67,089 increase in various recruitment, website, telecommunication, and other office expenses, and an increase of approximately $50,000 in expenses incurred for Nasdaq entry and listing fees.
Current wording
Office and administrative expenses for the three months ended May 31, 2026, were $831,489, an increase of $770,950 compared to $60,539 for the three months ended May 31, 2025. This increase is primarily driven by expanded operations. This mainly includes an increase of $305,360 in marketing expenses incurred by the Company for various advertising and promotional activities in connection with the Company’s recent listing, an increase of $224,900 in insurance expenses, and an increase of $225,282 in public company costs incurred for Nasdaq listing and other public company filing costs.
Previous wording
Rent expense for the three months ended February 28, 2026, was $72,742, an increase of $46,282 compared to $26,460 for the three months ended February 28, 2025. This increase is primarily driven by two new leases for new offices in Vancouver commencing November 2025 and New York commencing January 2026.
Current wording
Rent expense for the three months ended May 31, 2026, was $80,856, an increase of $58,373 compared to $22,483 for the three months ended May 31, 2025. This increase is primarily driven by two new leases for new offices in Vancouver commencing November 2025 and New York commencing January 2026.
Previous wording
Investor relations for the three months February 28, 2026, was $89,821, an increase of $89,821 compared to $Nil for the three months ended February 28, 2025. This increase is primarily driven by the Company’s engagement of an external investor relations firm as part of its efforts to go public, which did not occur in the prior period.
Current wording
Investor relations for the three months ended May 31, 2026, was $69,390, an increase of $69,390 compared to $Nil for the three months ended May 31, 2025. This increase is primarily driven by the Company’s engagement of an external investor relations firm in relation to becoming a public company. No such costs were incurred in the comparative period.
Previous wording
Salaries and wages for the three months February 28, 2026, was $57,941, an increase of $57,941 compared to $Nil for the three months ended February 28, 2025. This increase is mainly due to the hiring of a full-time Head of Licensing in November 2025.
Current wording
Salaries and wages for the three months ended May 31, 2026, was $3,295,905, an increase of $3,295,905 compared to $Nil for the three months ended May 31, 2025. This increase is mainly due to the hiring of a full-time Head of Licensing in November 2025, the Company entering into executive employment agreements with its CEO and CFO upon de-SPAC, and $3,100,910 in stock-based compensation in connection with the stock options and RSUs granted during the three months ended May 31, 2026 to the CEO, CFO, and employees of the Company.
Previous wording
Licensing fee expense for the three months February 28, 2026, was $13,646, an increase of $13,646 compared to $Nil for the three months ended February 28, 2025. This increase is due to the Company’s entrance into a patent license agreement with UNM Rainforest Innovations in June 2025.
Current wording
Licensing fee expense for the three months ended May 31, 2026, was $12,603, an increase of $12,603 compared to $Nil for the three months ended May 31, 2025. This increase is due to the Company’s entrance into a patent license agreement with UNM Rainforest Innovations in June 2025.
Previous wording
Travel and entertainment expense for the three months ended February 28, 2026, was $51,462, a decrease of $47,384 compared to $98,846 for the three months ended February 28, 2025. This decrease is mainly driven by reduced travel in the current period compared to the prior quarter.
Current wording
Travel and entertainment expense for the three months ended May 31, 2026, was $236,509, an increase of $65,803 compared to $170,706 for the three months ended May 31, 2025. This increase is mainly driven by increased travel in the current period compared to the prior quarter.
Previous wording
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 February 28, 2026, we had a working capital of $30,703,239 (current assets of $31,502,013, less current liabilities of $798,774). 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).
Current wording
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 May 31, 2026, we had a working capital of $27,164,690 (current assets of $28,989,912, less current liabilities of $1,825,222). 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).
Previous wording
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 February 28, 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 the next 24 months, as a result of recently completed financings.
Current wording
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 May 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 the next 21 months, as a result of recently completed financings.
Previous wording
As of February 28, 2026, we had $31,433,782 in cash, including restricted cash. We are actively managing current cash flows until such time that we are profitable.
Current wording
As of May 31, 2026, we had $28,282,050 in cash, including restricted cash. We are actively managing current cash flows until such time that we are profitable.
Previous wording
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 three months ended February 28, 2026, net cash used in operating activities was $1,569,303. The loss for the three months ended February 28, 2026 of $1,471,882 was increased by the changes in operating working capital of $134,262 and partially offset by $36,841 in non-cash items consisting mainly of non-cash lease adjustment.
Current wording
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 six months ended May 31, 2026, net cash used in operating activities was $4,711,877. The loss attributable to common stockholders for the six months ended May 31, 2026 of $27,314,980 was increased by the changes in operating working capital of $570,210 and offset by $23,173,313 in non-cash items consisting mainly of non-cash change in fair value of warrant liability, stock-based compensation, and preferred stock dividend accrual.
Previous wording
Net cash used in operating activities for the three months ended February 28, 2025, was $785,897. Operating expenses resulted in a net loss of $666,995 for the period, which is increased by changes in working capital items increased cash usage by $134,152. The operating cash outflow is partially offset by $15,250 in non-cash adjustments for consulting fees settled by shares.
Current wording
Net cash used in operating activities for the six months ended May 31, 2025, was $1,944,253. Operating expenses resulted in a net loss of $1,692,101 for the period. Additionally, changes in working capital items increased cash usage by $270,026. The operating cash outflow was partially offset by $17,874 in non-cash adjustments for consulting fees settled by shares.
Previous wording
During the three months ended February 28, 2026, net cash provided by investing activities totaled $69,348, 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 $71,914.
Current wording
During the six months ended May 31, 2026, net cash provided by investing activities totaled $63,215, 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 $78,047.
Previous wording
Net cash used in investing activities for the three months ended February 28, 2025, was $300,000 and relates to the initial option payment for the Aurora Option Agreement.
Current wording
Net cash used in investing activities for the six months ended May 31, 2025, was $600,000 and relates to $300,000 paid for the initial option payment for the Aurora Option Agreement and an additional $300,000 for the exercise of the Company’s right to the first six-month extension to the option agreement.
Previous wording
During the three months ended February 28, 2026, net cash provided by financing activities totaled $31,639,457, primarily related to the proceeds from PIPE financing through the issuance of cumulative convertible preferred shares of $29,700,000 and $1,939,457 in cash assumed upon the reverse recapitalization transaction as mentioned above.
Current wording
During the six months ended May 31, 2026, net cash provided by financing activities totaled $31,641,757, primarily related to the proceeds from PIPE financing through the issuance of cumulative convertible preferred shares of $29,700,000 and $1,939,457 in cash assumed upon the reverse recapitalization transaction as mentioned above. The Company also received $2,300 in cash proceeds upon exercise of warrants.
Previous wording
Net cash provided by financing activities for the three months ended February 28, 2025, was $2,423,557. The Company received proceeds from the issuance of common shares of $1,073,087 and proceeds from pending issuance of common shares of $1,350,470.
Current wording
Net cash provided by financing activities for the six months ended May 31, 2025, was $7,438,301 in proceeds from the issuance of common stock in private placements and Reg CF financings, net of issuance costs.
Previous wording
During the three months ended February 28, 2026, the Company incurred $45,000 (for the three months ended February 28, 2025 - $45,000) in fees to the Chief Executive Officer (the “CEO”) of the Company, and $25,000 of bonus to the CEO (for the three months ended February 28, 2025 - $Nil) payable upon completion of the de-SPAC transaction (Note 4). As of February 28, 2026, $15,000 of CEO fees (November 30, 2025 - $15,000), $25,000 of bonus (November 30, 2025 - $Nil) and $Nil in expense reimbursements (November 30, 2025 - $Nil) were included in due to related parties.
Current wording
During the six months ended May 31, 2026, the Company incurred $135,030 (for the six months ended May 31, 2025 - $90,000) in fees to the CEO of the Company, and $25,000 of bonus to the CEO (for the six months ended May 31, 2025 - $Nil) payable upon completion of the de-SPAC transaction. As of May 31, 2026, $60,030 of CEO fees (November 30, 2025 - $15,000), and $12,886 in expense reimbursements (November 30, 2025 - $Nil) were included in due to related parties.
Previous wording
During the three months ended February 28, 2026, the Company incurred $32,250 (for the three months ended February 28, 2025 - $Nil) in fees with a company controlled by the Chief Financial Officer (the “CFO”) of the Company. As of February 28, 2026, $10,750 of CFO fees (November 30, 2025 - $10,750) were included in due to related parties.
Current wording
During the six months ended May 31, 2026, the Company incurred $78,009 (for the six months ended May 31, 2025 - $Nil) in fees to the Chief Financial Officer (the “CFO”) of the Company. As of May 31, 2026, $24,259 of CFO fees (November 30, 2025 - $10,750) and $1,947 in expense reimbursements (November 30, 2025 - $Nil) were included in due to related parties.
Previous wording
During the three months ended February 28, 2026, the Company incurred $Nil (for the three months ended February 28, 2025 - $45,000) in fees with a company controlled by the former Chief Financial Officer (the “former CFO”) of the Company. As of February 28, 2026, $Nil of former CFO fees (November 30, 2025 - $15,000) and $Nil in expense reimbursements (November 30, 2025 - $Nil) were included in due to related parties.
Current wording
During the six months ended May 31, 2026, the Company incurred $Nil (for the six months ended May 31, 2025 - $90,000) in fees with a company controlled by the former Chief Financial Officer (the “former CFO”) of the Company. As of May 31, 2026, $Nil of former CFO fees (November 30, 2025 - $15,000) and $Nil in expense reimbursements (November 30, 2025 - $Nil) were included in due to related parties.
Previous wording
During the three months ended February 28, 2026, the Company incurred $45,000 (for the three months ended February 28, 2025 - $45,000) of consulting fees with a company controlled by a former director of the Company, prior to the former director’s cessation upon the de-SPAC transaction. As of February 28, 2026, $Nil (November 30, 2025 - $22,500) of consulting fees and $Nil (November 30, 2025 - $7,971) in expense reimbursements were included in due to related parties. As of February 28, 2026, $30,000 (November 30, 2025 - $Nil) of such consulting fees were included in accounts payable and accrued liabilities.
Current wording
During the six months ended May 31, 2026, the Company incurred $72,500 (for the six months ended May 31, 2025 - $90,000) of consulting fees with a company controlled by a director of the Company. As of May 31, 2026, $15,000 (November 30, 2025 - $22,500) of consulting fees and $6,008 (November 30, 2025 - $7,971) in expense reimbursements were included in due to related parties.
Previous wording
During the three months ended February 28, 2026, the Company incurred $75,000 (for the three months ended February 28, 2025 - $121,250) of consulting fees with a company (for the three months ended February 28, 2025 - two companies) controlled by a stockholder of the Company. As of February 28, 2026, $Nil (November 30, 2025 - $232,000) of consulting fees and $15,044 (November 30, 2025 - $6,112) in expense reimbursements were included in due to related parties.
Current wording
During the six months ended May 31, 2026, the Company incurred $135,000 (for the six months ended May 31, 2025 - $231,250) of consulting fees with a company (for the six months ended May 31, 2025 - two companies) controlled by a stockholder of the Company. As of May 31, 2026, $Nil (November 30, 2025 - $67,875) of consulting fees and $Nil (November 30, 2025 - $128,064) in expense reimbursements were included in due to related parties.
Previous wording
Additionally, there were two stockholders, who held over 5% of the Company’s common stock during the three months ended February 28, 2025, that provided consulting services to the Company. The two stockholders no longer hold over 5% of the Company’s common stock during the three months ended February 28, 2026. During the three months ended February 28, 2026, the Company incurred $Nil (for the three months ended February 28, 2025 - $45,000) and $Nil (for the three months ended February 28, 2025 - $45,250) of consulting fees with these two stockholders. As of February 28, 2026, $Nil (November 30, 2025 - $44,819) and $Nil (November 30, 2025 - $46,250), respectively, in consulting fees to these two stockholders were included in due to related parties.
Current wording
Additionally, there was one stockholder who held over 5% of the Company’s common stock during the six months ended May 31, 2025 that provided consulting services to the Company. The stockholder no longer holds over 5% of the Company’s common stock during the six months ended May 31, 2026. During the six months ended May 31, 2026, the Company incurred $Nil (for the six months ended May 31, 2025 - $90,250) of consulting fees with this stockholder. As of May 31, 2026, $Nil (November 30, 2025 - $12,865) was included in due to related parties for amounts relating to expense reimbursements due to a stockholder.
Previous wording
On January 1, 2024, the Company entered into a consulting agreement with the CEO of the Company. Pursuant to the agreement, the CEO is eligible to receive a one-time cash payment of $25,000 upon completion of an initial public offering. In connection with the completion of the de-SPAC transaction (Note 4), this condition was satisfied, and accordingly, the $25,000 payment became payable and was accrued as of February 28, 2026. Following the de-SPAC transaction, the CEO is expected to enter into an executive employment agreement with the Company, which is currently subject to approval by the board of directors. Pursuant to the new executive employment agreement, if approved by the board of directors, the CEO will be entitled to receive $50,000 of cash bonus payable upon the commencement of the Company’s technical work program at the AUP, 183,333 RSUs pursuant to the EIP, and additional equity awards consisting of a mix of stock options and RSUs totaling 1,000,000 shares, with allocations to be determined by the Company’s board of directors.
Current wording
On January 1, 2024, the Company entered into a consulting agreement with the CEO of the Company. Pursuant to the agreement, the CEO is eligible to receive a one-time cash payment of $25,000 upon completion of an initial public offering. In connection with the completion of the de-SPAC transaction, this condition was satisfied, and accordingly, the $25,000 payment was paid during the six months ended May 31, 2026. Following the de-SPAC transaction, the CEO is expected to enter into an executive employment agreement with the Company, which was approved by the board on June 5, 2026. Pursuant to the new executive employment agreement, the CEO will be entitled to receive (i) $50,000 of cash bonus payable upon the commencement of the Company’s technical work program at the AUP; and, at the board’s discretion, (ii) 183,333 RSUs pursuant to the EIP; and, (iii) additional equity awards consisting of a mix of stock options and RSUs totaling 1,000,000 shares, with allocations to be determined by the Company’s board of directors. The additional equity awards totaling 1,000,000 shares, consisting of 750,000 stock options and 250,000 RSUs, were granted to the CEO on April 15, 2026.
Previous wording
On June 1, 2024, the Company began leasing office space on a month-to-month basis from an unrelated third party under an operating lease agreement. The monthly payments approximate $7,500 (CAD$10,500) and ancillary expenses. During the three months ended February 28, 2026, rent expense under this agreement totaled $22,678 (for the three months ended February 28, 2025 - $26,460).
Current wording
On June 1, 2024, the Company began leasing office space on a month-to-month basis from an unrelated third party under an operating lease agreement. The monthly payments approximate $7,500 (CAD$10,500) and ancillary expenses. This operating lease agreement has been terminated as of March 31, 2026. During the six months ended May 31, 2026, rent expense under this agreement totaled $30,274 (for the six months ended May 31, 2025 - $48,943).
Previous wording
On October 15, 2025, the Company entered into a consulting agreement with the CFO of the Company. Pursuant to the agreement, the Company will use commercially reasonable efforts to issue 90,000 stock options to the CFO upon completion of listing on Nasdaq.
Current wording
On October 15, 2025, the Company entered into a consulting agreement with the CFO of the Company. Pursuant to the agreement, the Company will use commercially reasonable efforts to issue 90,000 stock options to the CFO upon completion of listing on Nasdaq. As of May 31, 2026, the Company issued 14,000 stock options and 42,000 RSUs to the CFO. A commitment to issue 34,000 stock options remains yet to be met. Following the de-SPAC transaction, the CFO is expected to enter into an executive employment agreement with the Company, which was approved by the board on June 5, 2026. Pursuant to the new executive employment agreement, the CFO may receive an additional 10,000 RSUs pursuant to the EIP, subject to the board’s approval.
Previous wording
On October 16, 2025, the Company entered into an operating lease agreement from an unrelated third party for the office space in New York for 62 months, which commenced on January 1, 2026. The monthly payments approximate $14,457 and ancillary expenses. During the period ended February 28, 2026, rent expense under this agreement totaled $28,447 (February 28, 2025 - $Nil).
Current wording
On October 16, 2025, the Company entered into an operating lease agreement from an unrelated third party for the office space in New York for 62 months, which commenced on January 1, 2026. The monthly payments approximate $14,457 and ancillary expenses. During the period ended May 31, 2026, rent expense under this agreement totaled $71,118 (May 31, 2025 - $Nil).
Previous wording
On November 3, 2025, the Company entered into an operating lease agreement from an unrelated third party for the office space in Vancouver for 2 years. The monthly payments approximate $4,211 (CAD $5,787) and ancillary expenses. During the period February 28, 2026, rent expense under this agreement totaled $11,312 (February 28, 2025 - $Nil).
Current wording
On November 3, 2025, the Company entered into an operating lease agreement from an unrelated third party for the office space in Vancouver for 2 years. The monthly payments approximate $4,211 (CAD $5,787) and ancillary expenses. During the period ended May 31, 2026, rent expense under this agreement totaled $22,463 (May 31, 2025 - $Nil).
Previous wording
Capital is comprised of our stockholders’ equity 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.
Current wording
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.
Rearranged current paragraphs (7)
Current report — wording carried from elsewhere
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.
Current report — wording carried from elsewhere
Results of Operations – For the Six Months Ended May 31, 2026 and 2025 (unaudited):
Current report — wording carried from elsewhere
During the six months ended May 31, 2026, the Company incurred a net loss of $26,533,829 compared to a net loss of $1,692,101 for the six months ended May 31, 2025. An analysis of the increase in net loss of $24,841,728 including the major components of our results for the periods, is below.
Current report — wording carried from elsewhere
Exploration expenses for the six months ended May 31, 2026, was $723,920, an increase of $659,937 compared to $63,983 for the six months ended May 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 Aurora Uranium Project, in connection with its ongoing environmental baseline studies in preparation for the commencement of a new exploration program.
Current report — wording carried from elsewhere
increase of $536,476 in marketing expenses incurred by the Company for various advertising and promotional activities in connection with the Company’s recent listing, an increase of $241,466 in insurance expenses, and an increase of $283,640 in public company costs incurred for Nasdaq listing and other public company filing costs.
Current report — wording carried from elsewhere
Rent expense for the six months ended May 31, 2026, was $153,598, an increase of $104,655 compared to $48,943 for the six months ended May 31, 2025. This increase is primarily driven by two new leases for new offices in Vancouver commencing November 2025 and New York commencing January 2026.
Current report — wording carried from elsewhere
Licensing fee expense for the six months ended May 31, 2026, was $26,249, an increase of $26,249 compared to $Nil for the six months ended May 31, 2025. This increase is due to the Company’s entrance into a patent license agreement with UNM Rainforest Innovations in June 2025.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
As of February 28, 2026, $Nil (November 30, 2025 - $128,064) was included in due to related parties for amounts relating to expense reimbursements due to corporations over which stockholders of the Company exercise significant influence.
Previous report — wording carried elsewhere
As of February 28, 2026, $Nil (November 30, 2025 - $12,865) was included in due to related parties for amounts relating to expense reimbursements due to a stockholder.