Eagle Nuclear Energy Corp.
For the period ended Aug 31, 2026. Filed Oct 13, 2026.
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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.
Aug 31, 2026 · Filed Oct 13, 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 2026-05-31; filed 2026-07-20.
0001104659-26-085069
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-08-31; filed 2026-10-13.
0001104659-26-115550
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 128 previous paragraphs and 101 current paragraphs.
43 unchanged; 25 reworded; 32 added; 59 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 6 previous and 12 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 (32)
Current report
Engagement of government affairs firm and appointment of advisor
Current report
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.
Current report
Inclusion in the Solactive Global Uranium & Nuclear Components Total Return Index
Current report
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).
Current report
Engagement of key technical consultants for AUP drill program
Current report
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.
Current report
General and administrative
Current report
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.
Current report
Exploration expense
Current report
General and administrative
Current report
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.
Current report
Exploration expense
Current report
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.
Current report
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.
Current report
Management Compensation
Current report
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:
Current report
Consulting fees
Current report
The Company incurred other general and administrative expenses to significant shareholders and directors as follows:
Current report
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.
Current report
Critical Accounting Estimates
Current report
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.
Current report
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.
Current report
Long-lived assets
Current report
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.
Current report
Stock-based compensation
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Current report
Warrant liability
Current report
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.
Current report
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.
Removed paragraphs (59)
Previous report
The Company has not yet commenced its principal operations as of May 31, 2026.
Previous report
Business development
Previous 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.
Previous report
Exploration expenses
Previous report
Office and administrative
Previous 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
Previous report
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.
Previous report
Professional fees
Previous 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.
Previous report
Rent expense
Previous report
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.
Previous report
Investor relations
Previous 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.
Previous report
Salaries and wages
Previous 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.
Previous report
Licensing fee expense
Previous report
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.
Previous report
Travel and entertainment
Previous 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.
Previous report
Business development
Previous report
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 report
Exploration** **expenses
Previous report
Office and administrative
Previous report
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 report
Professional fees
Previous 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.
Previous report
Rent expense
Previous report
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 report
Investor relations
Previous report
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 report
Salaries and wages
Previous report
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 report
Licensing fee expense
Previous report
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 report
Travel and entertainment
Previous report
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 report
Our continuing operations are dependent upon our ability to obtain debt or equity financing until such time that we achieve profitable operations. There can be no assurance that we will gain adequate market acceptance for our products or be able to generate sufficient gross margins to reach profitability.
Previous report
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 report
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 report
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.
Showing the first 40 of 59 passages. Open the source sections for the rest.
Reworded paragraphs (25)
Previous wording
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.
Current wording
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.
Previous wording
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 wording
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.
Previous wording
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, which are initially convertible into common stock on a 1-to-84.18 basis, and 2,500,000 PIPE warrants. 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).
Current wording
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.
Previous wording
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 exploration expenditures of Oregon Energy due to the triggering of the extension options.
Current wording
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.
Previous wording
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 was calculated based on a “listing payment” of $16,000,000, upward adjusted for 50% of the increase in uranium spot price between November 18, 2024 and February 24, 2026, to $17,109,910. The number of shares issued, being 1,710,991 shares, was based on the deemed transaction price of $10 per share in the BCA, as the Company’s listing event that triggered the exercise of the option to acquire Oregon Energy was a reverse acquisition transaction.
Current wording
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.
Previous wording
Aurora Energy may be entitled to additional payment shares (the “Resource Payment”). 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 $4,000,000 in 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.
Current wording
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.
Previous wording
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 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.
Current wording
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.
Previous wording
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. Certain contingent and deferred consideration obligations (including resource-based and pre-feasibility milestone payments) remain outstanding and will be recognized when probable. 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.
Current wording
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.
Previous wording
Results of Operations – For the Six Months Ended May 31, 2026 and 2025 (unaudited):
Current wording
Results of Operations – For the Nine Months Ended August 31, 2026 and 2025 (unaudited):
Previous wording
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 wording
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.
Previous wording
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 wording
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.
Previous wording
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 wording
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.
Previous 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.
Current wording
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.
Previous 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.
Current wording
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.
Previous wording
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 wording
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.
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 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).
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 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).
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 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.
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 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.
Previous 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.
Current wording
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.
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 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.
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 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.
Previous 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.
Current wording
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.
Previous wording
Cash Used in Investing Activities
Current wording
Cash Provided (Used) in Investing Activities
Previous 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.
Current wording
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.
Previous 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.
Current wording
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.
Previous 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.
Current wording
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.
Previous wording
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 wording
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.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Approval of CEO and CFO employment agreements
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
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