Eagle Nuclear Energy Corp.

**1.**NATURE OF OPERATIONS AND LIQUIDITY

**a)**Nature of operations

Eagle Nuclear Energy Corp. (the “Company”) was incorporated on December 19, 2025, under the laws of the state of Nevada. The Company’s corporate office is located at 5470 Kietzke Lane, Suite 300, Reno, NV 89511. The Company is a next-generation nuclear energy company that seeks to combine domestic uranium exploration and development with proprietary small modular reactor (“SMR”) technology, with the intent of establishing a vertically integrated business model, combining uranium exploration, extraction, and production with the design and development of modular nuclear reactors intended to supply reliable power for industrial use and electricity grids. Through this approach, the Company aims to support energy security and meet growing demand for clean and scalable nuclear power solutions.

The Company was incorporated as a subsidiary of Spring Valley Acquisition Corp. II (“SVII”), a special purpose acquisition corporation incorporated in the Cayman Islands, for the purpose of completing a reverse acquisition between Eagle Energy Metals Corp. (“Eagle Energy”) and SVII (Note 3), pursuant to an agreement and plan of merger (“BCA”) entered into on July 30, 2025 and as amended on September 29, 2025. On February 24, 2026, the Company, Eagle Energy, and SVII completed the reverse acquisition transaction. The transaction is also referred to as the “de-SPAC” transaction. Each of Eagle Energy and SVII became a subsidiary of the Company as part of the de-SPAC transaction. Eagle Energy is deemed the acquirer for accounting purposes, and therefore its assets, liabilities and operations are included in the unaudited condensed consolidated interim financial statements at their historical carrying values. The Company’s operations are considered to be a continuance of the business and operations of Eagle Energy, with the Company’s operations being included beginning on February 24, 2026, the closing date of the de-SPAC transaction.

The Company is a public company, and its common stock and public warrants are listed on the Nasdaq Capital Market (“Nasdaq”) under the ticker symbols of “NUCL” and “NUCLW,” respectively.

On February 24, 2026, the Company also completed the acquisition of Oregon Energy LLC (“Oregon Energy”) (Note 4), through which the Company acquired mining claims to explore and extract uranium (Aurora Uranium Project (“AUP”)) located in Malheur County, Oregon, approximately 16 kilometers northwest of McDermitt, Nevada. As of August 31, 2026, the Company holds 263 unpatented lode mining claims and 71 unpatented placer mining claims in the AUP, along with 27 unpatented placer mining claims in Humboldt County, Nevada. These claims collectively cover an area of approximately 43 square kilometers.

**b)**Going concern

The unaudited condensed consolidated interim financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company has accumulated deficits, historically operated at a loss and had negative cash flows from operations. However, during the nine months ended August 31, 2026, as a result of the successful completion of the de-SPAC transaction (Note 3) and a PIPE financing (Note 9), the Company possesses sufficient financial resources to sustain its operations over the next 12 months from August 31, 2026 and from the filing date of these unaudited condensed consolidated financial statements. Thus the substantial doubt regarding the Company’s ability to continue as a going concern has been alleviated.

As of the date of filing the quarterly report on Form 10-Q for the three months ended August 31, 2026, the Company has sufficient cash to fund its corporate activities and general and administrative costs and has undertaken project activities related to permitting and continued exploration and development. However, in order to advance any of its projects past the aforementioned objectives, the Company will need to raise additional funds. Such financing may not be available at acceptable terms, if at all. If the Company is unable to obtain additional funding when it becomes necessary it could have a material adverse effect on the Company’s business, results of operations and financial condition.

**2.**SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation and principles of consolidation

The accompanying unaudited condensed consolidated interim financial statements are presented using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for financial information. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. In the opinion of management, the unaudited condensed consolidated interim financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The interim results for the three and nine months ended August 31, 2026 are not necessarily indicative of the results of operations to be anticipated for the full year ending November 30, 2026. All significant intercompany balances and transactions have been eliminated in consolidation. These unaudited condensed consolidated interim financial statements should be read in conjunction with the financial statements for the year ended November 30, 2025 and the period from December 14, 2023 (inception) through November 30, 2024, included in the Registration Statement on Form S-1 initially filed with the Securities and Exchange Commission (the “SEC”) on March 19, 2026 (File No. 333-294464) (the “Registration Statement”) and declared effective by the SEC on April 24, 2026 (the “Effective Date”).

These unaudited condensed consolidated interim financial statements include the accounts of the Company, and its wholly-owned subsidiaries, Eagle Energy and SVII, following the reverse recapitalization as further discussed in Note 3, as well as its wholly-owned subsidiary, Oregon Energy, following the acquisition of Oregon Energy as further discussed in Note 4. For periods prior to the reverse recapitalization and acquisition of Oregon Energy, the reported share and per share amounts have been retroactively adjusted, with the exception of authorized shares. Accompanying financial statements as of November 30, 2025, and accompanying unaudited condensed interim financial statements for the three and nine months ended August 31, 2025, include only the accounts of Eagle Energy.

The unaudited condensed consolidated interim financial statements for the three and nine months ended August 31, 2026 reflect (i) the historical operating results of Eagle Energy prior to the de-SPAC transaction, (ii) the combined results of the Company, Eagle Energy, SVII, and Oregon Energy following the closing of the de-SPAC transaction and the acquisition of Oregon Energy, (iii) the assets and liabilities of Eagle Energy at their historical costs, (iv) the assets and liabilities of the Company and SVII at their historical costs, (v) the assets and liabilities assumed in the acquisition of Oregon Energy as recognized in an asset acquisition, as further discussed in Note 4, and (vi) the Company’s equity structure for all periods presented.

Functional and presentation currencies

The unaudited condensed consolidated interim financial statements of the Company are presented in United States dollars, which is the Company’s functional currency. A significant portion of the Company’s vendor payments and expenses is denominated in Canadian dollars. Foreign exchange gains and losses resulting from the translation of Canadian-dollar transactions into United States dollars at the exchange rates in effect on the transaction dates are recognized in the accompanying unaudited condensed consolidated interim statements of operations within other income (expense).

Use of estimates and judgments

The preparation of unaudited condensed consolidated interim financial statements in conformity with U.S. GAAP requires the Company’s management to make judgments, estimates and assumptions about future events that may impact the amounts reported in the unaudited condensed consolidated interim financial statements. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized prospectively.

Significant items subject to such estimates include the useful lives of the Company’s long-lived assets, the valuation of stock-based compensation, and valuation of warrant liability.

Reverse recapitalization with SVII

While Eagle Energy was a legal acquiree in the BCA, and the Company is the legal parent of both SVII and Eagle Energy after the de-SPAC transaction, for financial accounting and reporting purposes under U.S. GAAP, Eagle Energy is the accounting acquirer and the de-SPAC transaction is accounted for as a “reverse recapitalization”.

For accounting purposes, the de-SPAC transaction was treated as the equivalent of Eagle Energy issuing stock for the net assets of SVII and the Company, accompanied by a recapitalization. The Company was determined to be a vehicle through which the reverse recapitalization is effected. The net assets of SVII and the Company are stated at historical cost, and no goodwill or other intangible assets were recorded. As Eagle Energy was deemed the accounting acquirer in the de-SPAC transaction, the Company is a continuation of the operations of Eagle Energy. The historical financial statements of Eagle Energy are the historical financial statements of the Company upon the consummation of the de-SPAC transaction.

The equity structure has been retroactively restated in all comparative periods up to the consummation of the de-SPAC transaction to reflect the number of shares of the Company’s common stock, $0.0001 par value per share, issued to Eagle Energy stockholders in connection with the Business Combination. As such, the shares and corresponding capital amounts and earnings per share have been retroactively restated as shares reflecting the exchange ratios established in the de-SPAC transaction.

Reported shares of common stock, weighted average number of shares outstanding, and loss per share available to the Company’s common stock, prior to the de-SPAC transaction, have been retroactively restated to reflect the exchange ratio established in the BCA. Amounts in common stock and additional paid-in capital were recast for reallocation, in order to reflect the par value of shares post-consolidation.

Asset acquisitions and business combinations

The Company assesses acquisition transactions under ASC 805,Business Combinations (“ASC 805”) as to whether or not the transaction should be accounted for as a business combination or asset acquisition, by first applying a screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If the initial screen test is met, the transaction is considered an asset acquisition and not a business combination. If the initial screen test is not met, further assessment is necessary to determine if the following are present: outputs, inputs and substantive processes, an organized workforce to convert existing inputs into output. Based on the results of this analysis and conclusion on an acquisition’s classification of a business combination or asset acquisition, the accounting treatment is determined. Business combinations are accounted for under the acquisition method, where identifiable assets, liabilities and contingent liabilities are measured at their fair values at the date of acquisition, with excesses or shortfalls in purchase price recognized as goodwill or bargain purchase. Asset acquisitions are accounted for by using a cost accumulation model, with no recognition of goodwill. The purchase price was allocated to the identifiable assets acquired and liabilities assumed based on their relative fair value as of the acquisition date, excluding assets or liabilities for which the subsequent accounting under other U.S. GAAP principles would result in recognition of an immediate impairment.

Restricted cash

Restricted cash consists of cash balances that are legally or contractually restricted as to withdrawal or use and are not available for general operations. Such amounts are classified as current or noncurrent based on the expected timing of release. As of August 31, 2026, this includes $140,960 held as collateral for reclamation and environmental obligations (Note 5), and $50,114 held as collateral for a corporate credit card. All restricted cash balances are classified as noncurrent.

Preferred stock dividends

Preferred stock dividends are recognized in accordance with the contractual terms of the underlying instruments. Dividends on preferred stock are recorded when declared; however, for cumulative preferred stock, dividends are accrued as they are earned, whether or not declared, if the terms require payment upon redemption or otherwise create an obligation, on the basis of the expected manner of settlement upon such an event. Such dividends are generally recorded as a reduction of retained earnings (or decrease in additional paid-in capital, if no retained earnings are available) and, where applicable, as an increase to the carrying amount of the preferred stock. Dividends payable in cash, common stock, or additional preferred shares are measured based on the fair value or contractual amount at the declaration date, depending on the nature of the arrangement. Preferred stock dividends reduce income available to common stockholders in the calculation of earnings per share.

Redeemable preferred stock

Applicable accounting guidance requires an equity instrument that is redeemable for cash or other assets to be classified outside of permanent equity if it is redeemable (a) at a fixed or determinable price on a fixed or determinable date, (b) at the option of the holder, or (c) upon the occurrence of an event that is not solely within the control of the issuer. Conditionally redeemable preferred stock is classified as temporary equity. Such redeemable preferred stock is presented at the present value of its redemption amount. Present value of redemption amounts is accreted over the period from date of issuance to the earliest date on which the Company cannot avoid redemption of the preferred stock, using the effective interest method. Accretion of the present value of redemption amounts is recognized to retained earnings or additional paid-in capital.

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480,Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Common Stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be liability classified and recorded at their initial fair value on the date of issuance and remeasured at fair value and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the unaudited condensed consolidated interim statements of operations.

Stock-based compensation

The Company applies the provisions of ASC 718,Compensation-Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all stock-based awards in the consolidated statements of operations. For stock options issued, the Company estimates each option’s grant-date fair value using the Black-Scholes option pricing model or the Monte Carlo model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates, and expected dividend yields of the Common Stock. The use of the Monte Carlo model requires management to make assumptions with respect to the expected volatility of the common stock, risk-free interest rates, and price hurdles for early exercises. For RSUs issued, the grant-date fair value is determined using the closing price of the Company’s common stock traded on the public market on the day of grant. For awards subject to service-based vesting conditions, including those with a graded vesting schedule, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock options on a ratable basis over the requisite service period, where each tranche is accounted for separately. Forfeitures are recorded as incurred instead of estimated at the time of grant and revised.

Earnout shares

Earnout shares are first evaluated under ASC 718 to determine whether they are conditioned on the grantees’ future service to the Company. To the extent where earnout shares are outside the scope of ASC 718, they are evaluated under ASC 815-40,Derivatives and Hedging – Contracts in Entity’s Own Equity (“ASC 815-40”), to determine whether they are deemed to be indexed to the Company’s common stock and meet the equity classification criteria. If the equity-classification criteria are met, the earnout shares are accounted for as part of additional paid-in capital; otherwise they are classified as liabilities.

Earnings (loss) per share

Basic earnings (loss) per share (“EPS”) exclude dilution for common stock equivalents and is computed by dividing net income or loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. The Company computes basic and diluted net loss per share under the two-class method required for participating securities. The two-class method of computing earnings per share is an earnings allocation formula that determines earnings per share for common stock and any participating securities according to dividends declared (whether paid or unpaid) and participation rights in undistributed earnings. Basic and diluted net loss for common stock equivalents is computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period.

Diluted EPS is calculated based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period. Potentially dilutive securities consist of common stock options, warrants, RSUs, earnout shares and convertible preferred securities. The dilutive effect of stock options, warrants and RSUs is reflected in diluted EPS by application of the treasury stock method. The dilutive effect of earnout shares is only reflected to the extent if the preconditions of issuances would be satisfied by the end of the reporting period, if the end of the reporting period were the end of the contingency period. The dilutive effect of convertible preferred securities is reflected in the diluted EPS by application of the “if-converted” method. The “if-converted” method is only assumed in periods where such application would be dilutive. Basic and diluted net income (loss) per share is determined by dividing income (loss) by the weighted average ordinary shares outstanding during the period. For periods presented with a net loss, the shares underlying the ordinary share options, warrants, RSUs and preferred stock have been excluded from the calculation because their effect would be anti-dilutive. Therefore, the weighted-average shares outstanding used to calculate both basic and diluted loss per share is the same for periods with a net loss.

Reclassification

Certain balances in the unaudited condensed consolidated interim financial statements for the three and nine months ended August 31, 2025 have been reclassified to conform to the presentation in the unaudited condensed consolidated interim financial statements for the three and nine months ended August 31, 2026. In the prior year, the Company separately disclosed bank charges, business development, amortization, office and administrative, professional fees, rent expense, investor relations, salaries and wages, licensing fee expense and travel and entertainment, and in the current year the Company has reclassified these costs on the unaudited condensed consolidated statement of operations within general and administrative. The Company also previously separately disclosed gain (loss) on foreign currency transactions, and in the current year the Company has reclassified these costs on the unaudited condensed consolidated statement of operations within other expenses. These reclassifications had no effect on the Company’s previously reported results of operations, changes in stockholders’ equity, or cash flows.

Recent accounting pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure of specified information about certain costs and expenses (such as purchases of inventory, employee compensation, depreciation, and amortization) within the relevant expense captions presented on the face of the statements of operations and comprehensive loss. In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses: Clarifying the Effective Date to clarify that all public business entities are required to adopt the guidance for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted, and should be applied either prospectively or retrospectively. The Company is evaluating the impact of this amendment to the related financial statement disclosures.

In April 2026, the FASB issued ASU 2026-01, Equity (Topic 505): Initial Measurement of Paid-in-Kind Dividends on Equity-Classified Preferred Stock, which requires that paid-in-kind (“PIK”) dividends on equity-classified preferred stock, including preferred stock that is classified as temporary equity, be initially measured on the basis of the PIK dividend rate stated in the preferred stock agreement. The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted and may be applied using a prospective or modified retrospective approach. The Company is evaluating the impact of this amendment to the financial statements.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The ASU provides clarity on the current interim reporting disclosures and introduces a disclosure principle which requires us to disclose events since the end of the last annual reporting period that have a material impact on us. The guidance is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted and may be applied using a prospective or retrospective approach. The Company is evaluating the impact of this amendment to the financial statements.

**3.**REVERSE RECAPITALIZATION

As described in Note 1, on July 30, 2025, and as amended on September 29, 2025, Eagle Energy, SVII, and the Company entered into the BCA. Pursuant to the BCA, on February 24, 2026, the Company, Eagle Energy, and SVII completed a business combination through which each of Eagle Energy and SVII amalgamated with a wholly owned subsidiary of the Company domiciled in Nevada and the Cayman Islands, respectively, with Eagle Energy and SVII surviving the amalgamations.

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. Reported shares of common stock, weighted average number of shares outstanding, and loss per share available to the Company’s common stock, prior to the de-SPAC transaction, have been retroactively restated to reflect the exchange ratio established in the BCA. Amounts in common stock and additional paid-in capital were recast for reallocation, in order to reflect the par value of shares post-consolidation.

Concurrently, former shareholders of SVII received 3,630,051 shares of common stock in the Company, representing aone-for-one exchange of Class A and Class B ordinary shares 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.

Upon completion of the de-SPAC transaction, the Company also issued 300,000 shares of common stock with fair value of $2,097,000 to a service provider in consideration for transaction costs associated with the de-SPAC transaction, and was included in additional paid-in capital of the Company.

Concurrently with the completion of the de-SPAC transaction, the Company received $29,700,000 from a PIPE financing (Note 9) consisting of the (i) issuance of 29,700 shares of Series A Cumulative Convertible Preferred Stock and (ii)2,500,000 PIPE warrants. The Series A Cumulative Preferred Stock have an initial stated value of $1,000 per share, and are initially convertible into common stock on a 1-to-84.18 basis.

Upon completion of the de-SPAC transaction, the Company also assumed 18,500,000 warrants of SVII (Note 9). The Company also issued 2,422,133 warrants (Note 9) to the sponsor of SVII (the “SVII Sponsor”) in exchange for settlement of $2,422,133 of loans owed by SVII to the SVII Sponsor, at $1.00 per warrant, which has been accounted for as a capital transaction with a shareholder of the Company.

In addition, in accordance with the BCA, certain former shareholders of Eagle Energy will have the contingent right to receive, in aggregate,1,500,000 shares of common stock (the “Earnout Shares”), if at any time before February 24, 2031 (the “Earnout Period”), the VWAP (as defined in the BCA) of the shares of common stock of the Company equals or exceeds $16.00 for any 20 trading days within a period of 30 consecutive trading days (the “Earnout Target”), or if a change of control transaction occurs during the Earnout Period, and the Earnout Target was not already met. 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.

The de-SPAC transaction was accounted for as a reverse recapitalization, with the net assets of Eagle Energy stated at historical cost, with no recognition of goodwill or other intangible assets. Under this method of accounting, the de-SPAC transaction was accounted for as a capital transaction of Eagle Energy and equivalent to the issuance of shares by Eagle Energy for the net assets of SVII, accompanied by a recapitalization for financial reporting purposes. This determination was primarily based on relative voting rights, composition of the board of directors, and management. The reported amounts from operations included herein prior to the de-SPAC transaction are those of Eagle Energy.

The following summarizes the common stock outstanding immediately following the de-SPAC transaction, on February 24, 2026:

A reconciliation of net contributions from reverse recapitalization is as follows:

**4.**ACQUISITION OF OREGON ENERGY

On November 18, 2024 (the “Option Effective Date”), Eagle Energy entered into a property option agreement (the “Aurora Option Agreement”) with Aurora Energy and its then-wholly owned subsidiary Oregon Energy who, through Oregon Energy, is the owner of 100% interest in the AUP. As part of the Aurora Option Agreement, Aurora Energy, agreed to grant Eagle Energy the sole, exclusive option to acquire all of the issued and outstanding equity interests in Oregon Energy. The option was exercised on February 24, 2026, upon which Eagle Energy acquired 100% of Oregon Energy including all of its right, title and interest in the AUP.

In order to exercise the option, Eagle Energy was required to:

The Aurora Option Agreement provided for up totwo six-month extensions to the date of the Listing Event, each subject to additional consideration. For the first extension, Eagle Energy was required to pay $300,000 to Aurora Energy and fund $250,000 of Oregon Energy’s mining expenditures. For the second extension, Eagle Energy was required to pay $400,000 and fund an additional $250,000 of such expenditures.

On May 18, 2025, Eagle Energy exercised its right to the firstsix-month extension and made an additional payment of $300,000 to Aurora Energy. On November 18, 2025, Eagle Energy exercised its right to the secondsix-month extension and made an additional payment of $400,000 to Aurora Energy. As part of the extensions, Eagle Energy was obligated to reimburse up to $500,000 of mining operations expenditures of Oregon Energy. As of February 24, 2026, prior to the exercise of the option, Eagle Energy made reimbursements totaling $219,545.

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

On February 24, 2026, immediately before the completion of the de-SPAC transaction (Note 3), Eagle Energy, Aurora Energy, and Oregon Energy executed a Second Amendment to the Property Option Agreement. The amendment (i) confirmed the number of Aurora Option Payment Shares to be issued, (ii) set the deadline for grant of NSR to Aurora Energy to be on or before 10 business days after the closing date, and (iii) clarified certain terms and conditions of the Aurora Option Agreement, including terms related to the Resource Payment and the Pre-Feasibility Bonus (as hereinafter defined) are intended to survive closing until those covenants have been fully performed.

The number of Aurora Option Payment Shares to be issued was to be adjusted to provide for additional shares based on an increase in uranium spot price over the period between the Option Effective Date and the Listing Event, equal to the product of (I)50% of the percentage increase in the spot price and (II) the number of Aurora Option Payment Shares, which was initially set at 1,600,000 shares. If the spot price did not increase, there will be no adjustment to the number of Aurora Option Payment Shares. The number of Aurora Option Payment Shares was adjusted to be 1,710,991 shares on February 24, 2026, immediately before closing.

On February 24, 2026, the Company completed the acquisition of Oregon Energy. The number of Aurora Option Payment Shares issued by the Company was 1,710,991. At a fair value of $6.99 per share, the total share consideration had a fair value of $11,959,827. The Company also made cash payments totaling $1,219,545 to Aurora Energy pursuant to the terms of the Aurora Option Agreement prior to closing, which were previously capitalized as mineral rights (Note 6), which had a balance of $1,201,390 in mineral rights as of November 30, 2025. Upon completion, the Company acquired 100% membership interest in Oregon Energy.

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 acquisition was accounted for as an asset acquisition under ASC 805, as Oregon Energy did not qualify as a business according to the definition of ASC 805. The purchase price was allocated to the identifiable assets acquired and liabilities assumed based on their estimated fair value as of the acquisition date. The Company utilized a market approach, based on observed and implied valuation multiples of public companies, to assess the components of its purchase price allocation. The allocation of the purchase price is summarized below:

Total net assets (liabilities) acquired was $13,179,372, with asset acquired comprised of $12,755,725 of mineral rights, $242,012 of fixed assets, $140,960 of restricted cash and $40,675 of net assumed assets.

The acquisition also included contingent considerations payable upon the achievement of certain post-closing milestones related to future measured and/or indicated mineral resources and the completion of a positive pre-feasibility study (Note 12). Such contingent considerations were not included in the purchase consideration recognized on the closing date of the asset acquisition, as the related milestones are dependent on future events with uncertain outcomes and were not considered probable as of the closing date.

**5.**RECLAMATION AND ENVIRONMENTAL OBLIGATION

Reclamation and environmental costs are based principally on legal and regulatory requirements. Management estimates the costs associated with reclamation of land to its original condition following mineral exploration activities. These estimates are reviewed periodically; however, actual results may differ from those estimates.

In connection with the acquisition of Oregon Energy (Note 4), reclamation and environmental obligations were evaluated in accordance with ASC 805, and recorded at their estimated fair value as of the acquisition date. The Company also considered the guidance under ASC 410,Asset Retirement and Environmental Obligations, for subsequent measurement of such obligations.

Prior to the acquisition, Oregon Energy posted cash bonds as financial assurance with the Bureau of Land Management of the United States Department of the Interior (“BLM”) and the Oregon Department of Geology and Mineral Industries (“DOGAMI”) to satisfy reclamation requirements. As of August 31, 2026, restricted cash representing amounts held as collateral for these obligations totaled $140,960 which were assumed as part of the Oregon Acquisition (Note 4). These bonds relate to mineral exploration activities conducted in fiscal years prior to the acquisition, dating back to 2023, for which reclamation activities have been completed prior to the acquisition.

Oregon Energy originally deposited $160,470 with BLM and DOGAMI. In February 2025, refunds of $19,510 were received from the BLM following partial satisfaction of reclamation requirements. The remaining bonds are retained by the BLM and DOGAMI, until revegetation was deemed successful by these regulatory agencies.

As reclamation and environmental obligations were substantially settled prior to the acquisition, and the Company has yet to commence new exploration activities, the carrying amount of reclamation and environmental obligation was $0 as of August 31, 2026.

Increases in reclamation and environmental obligation associated with exploration activities of the Company are not capitalized to mineral rights (Note 6), as only acquisition costs are capitalizable in accordance with ASC 930,Extractive Activities – Mining.

**6.**MINERAL RIGHTS

The Company capitalized the following acquisition costs for the payments made to Aurora Energy beginning on November 30, 2025 through August 31, 2026.

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

Further, upon completion of a positive pre-feasibility study on the project following a Listing Event, 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.

**7.**OPERATING LEASES

On October 16, 2025, the Company entered into an office lease agreement in New York, NY for 5 years and 2 months from the lease commencement date, which is defined as the first business day following the substantial completion of the landlord’s work and delivery of possession of the premises to the Company. The lease commencement date was determined to be January 1, 2026, when the Company obtained possession of the premises. Lease liabilities are measured at the commencement date based on the present value of future lease payments. The Company recognized a right of use asset and a corresponding lease liability of $678,096 during the nine months ended August 31, 2026.

On November 3, 2025, the Company entered into an office lease agreement in Vancouver, Canada for 2 years. Lease liabilities are measured at the commencement date based on the present value of future lease payments.

As the Company’s lease did not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. The Company used a discount rate of 10.00% in determining its lease liabilities.

The discount is the rate of interest that the Company would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of comparable value to the right-of-use asset in a similar economic environment. The discount rate therefore reflects what the Company “would have to pay”, which requires estimation when no observable rates are available or where the applicable rates need to be adjusted to reflect the terms and conditions of the lease. The Company estimates the discount using observable inputs (such as market interest rates) when available and is required to make certain entity-specific estimates. The Company determined its discount rates based on the rate used by comparable public companies.

The following table presents the net lease cost and other supplemental lease information:

Operating and short-term lease costs are reported with general and administrative expenses.

Lease balance sheet information as of August 31, 2026 and November 30, 2025:

Future minimum lease payments to be paid by the Company as a lessee as of August 31, 2026 are as follows:

As of August 31, 2026, the weighted average lease term remaining was 4.21 years, and incremental borrowing rate was 10%.

As of November 30, 2025, the weighted average lease term remaining was 2.17 years, and incremental borrowing rate was 10%.

**8.**WARRANT LIABILITY

On February 24, 2026, in connection with the PIPE financing (Note 9), the Company issued warrants to an accredited investor to purchase an aggregate of 2,500,000 shares of common stock of the Company at an exercise price of $12.00 per share, in addition to 29,700 shares of Series A Cumulative Convertible Preferred Stock. The fair value of warrants upon issuance was $4,174,276.

These warrants were determined to meet the definition of a derivative liability and recorded at fair value. As such, the warrants are recognized initially at fair value and subsequently remeasured at fair value through earnings, reported as change in fair value of warrant liability in the unaudited condensed consolidated interim statements of operations.

The warrant liability is classified within Level 3 of the fair value hierarchy, as the valuation technique uses significant unobservable inputs, including expected volatility and, at issuance, a discount for lack of marketability.

The following is a continuity of the Company’s warrant liabilities:

The fair value of the warrant liability arising from 2,500,000 warrants issued with the PIPE financing was calculated using the Monte Carlo model. The key inputs used in the Monte Carlo model were as follows:

A Monte Carlo model is utilized due to the existence of an exercise price reset mechanism attached to these warrants, that could be triggered on the twenty-first trading day following the date that issix months after the Effective Date of the Registration Statement, the VWAP of the Company’s common stock for the 20 trading days preceding such date (the “Measurement Price”) is less than the exercise price then in effect (initially $12.00 per share), the exercise price will be reduced to the greater of the Measurement Price and $7.50.

As of August 31, 2026, a discount for lack of marketability for warrant liability valuation has been reduced from 64.9% at issuance tonil, as a resale Registration Statement covering the underlying shares became effective on April 24, 2026, permitting holders to publicly resell those shares pursuant to the Registration Statement. A discount for lack of marketability of 64.9% was selected as of February 24, 2026 to calibrate the valuation model to the transaction price of the PIPE Financing, in line with the AICPA’s Valuation of Portfolio Company Investments of Venture Capital and Private Equity Funds and Other Investment Companies guide.

Expected volatility was estimated based on the median observed historical share price volatility of a set of comparable publicly traded exploration stage uranium companies that have similar risk considerations as the Company, due to the Company’s limited trading history.

**9.**STOCKHOLDERS’ EQUITY (DEFICIT) AND MEZZANINE EQUITY

Common stock

The Company has 300,000,000 shares of common stock authorized with a par value of $0.0001 per share. Prior to the de-SPAC transaction (Note 3) on February 24, 2026, the Company, being Eagle Energy at the time, had 350,000,000 shares of common stock authorized with a par value of $0.0001 per share.

Activities during the nine months ended August 31, 2026:

On February 24, 2026, the Company completed its de-SPAC transaction (Note 3), with each share of former nonredeemable Eagle Energy common stock converted to common stock of the Company on a 5.8349:1 basis, representing 18,888,289 shares of common stock. All disclosures in these unaudited condensed consolidated interim financial statements on number of shares have been accordingly converted on the same basis. The former shareholders of SVII received an aggregate of 5,930,033 shares of common stock in the Company as consideration for the de-SPAC transaction. The Company also issued 300,000 shares of common stock in respect of transaction costs. The Company recorded a net contribution from reverse recapitalization of $1,991,184 as a result of the de-SPAC transaction.

On February 24, 2026, upon the completion of the de-SPAC transaction (Note 3),2,750,000 shares of common stock previously subject to redemption were no longer redeemable and reclassified to permanent equity. The Company reclassified $300,000 from redeemable common stock in mezzanine equity to permanent equity.

On February 24, 2026, the Company also issued 1,710,991 shares of common stock with a fair value of $11,959,827 as consideration for the acquisition of Oregon Energy (Note 4).

During the nine months ended August 31, 2026, the Company issued 104,168 shares of common stock upon vesting of RSUs.

Preferred stock

The Company has 3,500,000 shares of preferred stock authorized with a par value of $0.0001 per share. Prior to the de-SPAC transaction (Note 3) on February 24, 2026, the Company, being Eagle Energy at the time, had 50,000,000 shares of preferred stock authorized with a par value of $0.0001 per share.

Mezzanine equity

Redeemable common stock

In July 2025, the Company issued 2,750,000 common shares, with a par value of $0.0001 per share, to an investor pursuant to a Common Stock Purchase Agreement for total proceeds of $300,000. Prior to the closing of the de-SPAC transaction as contemplated by the BCA (Note 3), the shares were subject to automatic redemption if such transaction did not close. In accordance with the ASC 480-10-S99-3A,Classification and Measurement of Redeemable Securities, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Immediately upon the closing of the private placement, the Company recognized a charge against additional paid-in capital of $170 for share issuance costs incurred in this private placement. On February 24, 2026, upon the completion of the de-SPAC transaction (Note 3), these common shares are no longer redeemable. The face value of $300,000 is reclassified to permanent equity.

As of August 31, 2026, the amount of redeemable common stock reflected on the unaudited condensed consolidated interim balance sheets is reconciled in the following table:

Series A Cumulative Convertible Preferred Stock

On February 24, 2026, in connection with the de-SPAC transaction (Note 3), the Company, Eagle Energy, and SVII entered into an Amended and Restated Securities Purchase Agreement (the “PIPE Agreement”) with an accredited investor, pursuant to which the investor agreed to purchase 29,700 shares of Series A Cumulative Convertible Preferred Stock of the Company with an initial stated value of $1,000 per share for an aggregate price of $29,700,000. The shares of Series A Cumulative Convertible Preferred Stock have an initial stated value of $1,000 per share and are redeemable at the holder’s option beginning February 24, 2031. The Series A Cumulative Convertible Preferred Stock accrues dividends at an annual rate of 12% if paid in kind or 10% if paid in cash, the manner of which is at the election of the Company. Dividends are due semi-annually, on June 1 and December 1. The preferred stock carries the rights, preferences, and privileges as set forth in its certificate of designation, including the holder’s right to convert the preferred stock into common stock of the Company at any time, at an initial conversion price of $11.88 per share, representing an initial conversion ratio of 1-to-84.18, subject to adjustment. In addition, the investor received warrants to purchase an aggregate of 2,500,000 shares of common stock of the Company at an exercise price of $12.00 per share, which had a grant-date fair value of $4,174,276. The proceeds of the PIPE financing were first allocated to the liability-classified warrants (Note 8), with the residual allocated to the Series A Cumulative Convertible Preferred Stock.

The Series A Cumulative Convertible Preferred Stock is also redeemable at the option of the Company:

As of August 31, 2026, the amount of redeemable Series A Cumulative Convertible Preferred Stock reflected on the unaudited condensed consolidated interim balance sheets is reconciled in the following table:

For the three months ended August 31, 2026, mezzanine equity accretion and preferred stock dividend accruals recognized were $197,095 and $928,460, respectively.

As of August 31, 2026, the stated value of each share of Series A Cumulative Convertible Preferred Stock is approximately $1,031.56 per share, as a result of dividends paid-in-kind. The current conversion ratio into common stock is 1-to-86.83.

As of August 31, 2026, the Company accrued dividends of $772,230 which the Company may have an obligation to settle in cash, should holders of the Series A Cumulative Convertible Preferred Stock exercise the right to convert into common stock prior to a Semi-Annual Dividend Date.

The conversion price is subject to a price reset. If, on the twenty-first trading day following the date that issix months after the Effective Date of the Registration Statement (which became effective on April 24, 2026), the VWAP of the Company’s common stock for the 20 trading days preceding such date (the “Measurement Price”) is less than the conversion price then in effect (initially $11.88 per share), the conversion price will be reduced to the greater of the Measurement Price and $7.50.

Equity incentive plan

Upon the de-SPAC transaction (Note 3), the Company implemented a 2025 Equity Incentive Plan (“EIP”). The Company may grant stock-based awards under the EIP, including options, stock appreciation rights (“SARs”), restricted stock units (“RSUs”), restricted stock awards (“RSAs”) and other stock-based awards. The maximum number of shares the Company may issue pursuant to awards granted under the 2025 EIP is 4,437,008 shares, subject to an annual increase to be added on the first day of each fiscal year, commencing on January 1, 2027 and continuing until, and including, January 1, 2035, equal to the lesser of (i)5% of the outstanding shares of all classes of common stock on such date or (ii) such lesser number of shares of common stock as determined by the board of directors. As of August 31, 2026, the remaining unused capacity under the 2025 EIP is 2,957,508 shares.

Stock options

As of August 31, 2026, the continuity of stock options is as follows:

As of August 31, 2026, the aggregate intrinsic values of outstanding options and exercisable options were $0 and $0, respectively.

On August 19, 2026,4,687 stock options issued to a former director were accelerated to vest immediately. Stock-based compensation cost of $19,639 was recognized associated with the acceleration.

The fair value of the options was determined using the Black-Scholes option pricing model or the Monte Carlo model depending on characteristics of the terms of the options, and is recognized as stock-based compensation expense over the requisite service period. Monte Carlo model is selected where stock options issued are not “plain vanilla”, and expected life of the option is not readily determinable, for which a closed-form model such as Black-Scholes option pricing model is found to be inadequate. The Company issued 137,375 stock options with an at-the-money exercise price upon grant, having a contractual term of 5 years, and a requisite service period of 1 to 2 years; and 750,000 stock options with an out-of-the-money exercise price upon grant, having a contractual term of 5 years, and a requisite service period of 2 years. The Company determined that the stock options had an aggregate grant-date fair value of $5,696,173 during the nine months ended August 31, 2026.

The grant-date fair values of 137,375 stock options were calculated using the Black-Scholes option pricing model. The key inputs used were as follows:

The grant-date fair values of 750,000 stock options were calculated using the Monte Carlo model. The key inputs used were as follows:

During the three and nine months ended August 31, 2026, the Company recognized stock-based compensation relating to stock options of $702,691 and $3,011,559 (August 31, 2025 – $0 and $0), respectively, recognized in general and administrative expenses. As of August 31, 2026, future unrecognized stock-based compensation expense arising from the stock options amount to $2,684,614, which will be recognized over 1.68 years.

Restricted stock units (“RSUs”)

As of August 31, 2026, the continuity of RSUs is as follows:

On August 19, 2026,14,062 RSUs issued to a former director were accelerated to vest immediately. Stock-based compensation cost of $87,071 was recognized associated with the acceleration.

During the three and nine months ended August 31, 2026, the Company recognized stock-based compensation relating to RSUs of $781,284 and $3,068,588 (August 31, 2025 - $0 and $0), respectively, recognized in general and administrative expenses. As of August 31, 2026, future unrecognized stock-based compensation expense arising from the RSUs amount to $2,441,856, which will be recognized over 1.68 years.127,583 RSUs are vested but not yet settled.

Warrants

As of August 31, 2026, the continuity of share purchase warrants is as follows:

Activities during the nine months ended August 31, 2026:

On February 24, 2026, in connection with its reverse recapitalization (Note 3), the Company issued the following warrants:

The issuance of 2,422,133 warrants in settlement of loans owed by SVII to the SVII Sponsor has been accounted for as a capital transaction with a shareholder of the Company, in connection with the reverse recapitalization (Note 3).

On February 24, 2026, in connection with the PIPE financing, the Company issued warrants to an accredited investor to purchase an aggregate of 2,500,000 shares of the Company’s common stock at an exercise price of $12.00 per share. These warrants are classified as liabilities and had a fair value of $4,174,276 at issuance (Note 8).

Earnout shares

In connection with the de-SPAC transaction (Note 3), 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.

**10.**EARNINGS (LOSS) PER SHARE

Basic and diluted earnings per share is computed using the two-class method. The two-class method is an earnings allocation formula that determines net income per share for each class of common stock and participating security according to dividends declared and participation rights in undistributed earnings. Per share amounts are computed by dividing net income attributable to common shareholders by the weighted average shares outstanding during each period. The Company’s Series A Cumulative Convertible Preferred Stock does not participate in net losses.

As of August 31, 2026,127,583 RSUs are vested but not yet settled, which are included in the calculation of basic weighted average number of shares of common stock outstanding, but not included in the number of shares of common stock outstanding in the unaudited condensed consolidated interim statements of changes in stockholders’ equity (deficit).

The computations for basic and diluted earnings per share for the periods presented are as follows:

The Company has the following anti-dilutive securities for the nine months ended August 31, 2026 and 2025:

The following securities are anti-dilutive for the three months ended August 31, 2026 and 2025:

**11.**RELATED PARTY TRANSACTIONS

Related Party Transactions

Total related party transactions reported for the three and nine months ended August 31, 2026 and 2025 are as follows:

Management Compensation

The CEO, the CFO, and the former CFO were paid through consulting arrangements prior to the de-SPAC transaction (Note 3). Their compensation, reported in general and administrative expenses, was as follows:

Consulting fees

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

**12.**COMMITMENTS AND CONTINGENCIES

Commitments

In relation to the Oregon Acquisition (Note 4), 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 (Note 6) recognized at the closing date and will be recognized as an addition to the cost basis of the asset if and when the applicable milestone is achieved and the obligation becomes probable. As of August 31, 2026, neither milestone had been achieved. The Company currently expects a pre-feasibility study to be completed by the end of calendar year 2027. The Company expects to prepare its next SK1300 mineral resources update in connection with the completion of the pre-feasibility study.

In connection with the de-SPAC transaction (Note 3), the Company has reserved an 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.

Contingencies

The Company could potentially become involved in various lawsuits, actions and claims, from time to time, arising in the ordinary course of business, although management is not aware of any such lawsuits, actions or claims at the date of issuance of these unaudited condensed consolidated interim financial statements. In management’s opinion, should any such items occur, the ultimate outcome will not have a material adverse effect on the financial position or results of operations of the Company.

**13.**SEGMENT INFORMATION

Operating segments are defined as components of an entity for which separate financial information is available and regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and assess performance. The Company’s CODM is the Chief Executive Officer. The Company has determined that it operates in asingle operating segment, as the Company is an integrated uranium exploration and SMR development operation. Substantially all of the Company’s long-lived assets are located in the United States.

The CODM receives and reviews financial information on a consolidated basis. The CODM evaluates performance and allocates resources based on consolidated net loss, as presented in the Company’s unaudited condensed consolidated interim statement of operations, and monitors budget-to-actual variances for significant expense categories given their direct relationship to cash burn. The CODM also reviews the consolidated balance sheet to assess liquidity.

Segment assets are the same as consolidated total assets of $40,252,095 as of August 31, 2026, and $2,887,962 as of November 30, 2025.

The table below summarizes the significant expense categories regularly reviewed by the CODM, and reconciles to the Company’s condensed consolidated net loss as presented in the unaudited condensed consolidated statement of operations:

**14.**SUBSEQUENT EVENTS

On October 8, 2026, the compensation committee of the board of directors and the board of directors approved the grant of 200,750 stock options and 870,583 RSUs to various employees, consultants, executives and directors.