JAGU 10-K & 10-Q changes, risk factors and insider trading

Jaguar Uranium Corp. (the “Company” or “Jaguar Uranium”) is a uranium exploration and development company focused on uranium discoveries. We are a junior miner engaged in uranium exploration. Our portfolio is comprised of two (2) uranium exploration projects in Argentina and one (1) uranium exploration project in Colombia.

We have not yet generated any income. Total operating expenses for the three months ended March 31, 2026 were $1,421,924, including approximately $165,038 in professional fees (including legal fees, auditor fees, and accounting fees); $1,148,800 in general and administrative expenses; $106,412 in exploration and evaluation expenditures; and, $1,674 in depreciation. Total operating expenses for the three and six months ended MarchJune 31,30, 20252026 were $507,113,$1,041,835 and $2,464,350, respectively, including approximately $113,856$134,321 and $299,950 in professional fees (including legal fees, auditor fees, and accounting fees); $337,332$629,296 and $1,778,096 in general and administrative expenses; $54,676 $271,345 and $377,757 in exploration and evaluation expenditures; and, $1,250$6,873 and $8,547 in depreciation. Total operating expenses for the three and six months ended June 30, 2025 were $432,271 and $939,385, including approximately $34,073 and $147,929 in professional fees (including legal fees, auditor fees, and accounting fees); $325,932 and $663,264 in general and administrative expenses; $71,020 and $125,696 in exploration and evaluation expenditures; and, $1,246 and 2,496 in depreciation.

To date, our ongoing operations have been financed by the sale of equity securities by way of private placements.placements and the proceeds of our initial public offering that was consummated on February 11, 2026 (the “IPO”). We believe that we will be able to secure additional financings in the future, but there can be no assurance that such financing will be available to us in sufficient amounts, on attractive terms, on a timely basis, or at all.

The following financial data is derived from, and should be read in conjunction with the quarterly financial statements. A summary of the Company’s operating results for the three and six months ended MarchJune 31,30, 20252026 and 20262025 are as follows:

The following is an analysis of the Company’s operations for the three and six months ended MarchJune 31,30, 2026 compared to the three and six months ended MarchJune 31,30, 2025. Significant items contributing to the loss incurred during such period were as follows:

Interest income for the three months ended March 31, 2026 was $58,000 (March 31, 2025 - interest expense $110). The interest income is generated by approximately 1.5 months ofthe interest generated on the funds deposited from the IPO net proceeds.

Foreign exchange losses for the three months ended March 31, 2026 were $37,300 (March 31, 2025 - $6,200). The increase is due to primarily to fluctuations in the exchange rate on CAD denominated accounts payable.

On completion of the IPO the Company issued an additional 3,836,757 Liquidity Event Shares to GCOM related to the Colombia Acquisition, which were valued at the IPO price of $4, resulting in $15,347,028 of value attributable to the Liquidity Event Shares, which has been recognized in the condensed consolidated interim statements of operations as Liquidity Event and Listing Event Shares as a component of Other Income and Expenses. The Company also made the First Deferred Cash Payment of $720,700 (CAD$1,000,000), which was due within five days of completing the Listing Event and is included in the condensed consolidated interim statements of operations as Liquidity Event Deferred Cash Payment as a component of Other Income and Expenses Further, as the share price of the Common Shares as of the IPO was $4 and the closing of the IPO was past the first anniversary of the closing date of the Argentina Acquisition, the Company issued an additional 600,000 Top Up Shares which were valued at the IPO share price of $4, resulting in $2,400,000 of value attributable to the Liquidity Event Shares, which has been recognized in the condensed consolidated interim statements of operations as Liquidity Event and Listing Event Shares as a component of Other Income and Expenses.

For the threesix months ended MarchJune 31,30, 2026 and 2025, the Company used $2,601,518$3,844,105 and $255,990,$468,962, respectively, in operations. The primary driver of the increase is the overall increase in net loss of $19,868,637$20,742,649 for the threesix months ended MarchJune 31,30, 2026 (March 31, 2025 - $513,416$942,478), which is offset primarily by of the increase in share-based payments of $17,747,028 for the threesix months ended MarchJune 31,30, 2026 (three months ended March 31, 2025 - $284,822$526,920), which is principally due to the Liquidity Event and Listing Event Shares. The net loss was further increased by the Liquidity Event Deferred Cash Payment of $720,700, as noted above, as well as accrued income on short-term investments of $162,803 and the increases in expenses discussed in the forgoingforegoing discussion of the Results of Operations. Further, with having received the IPO proceeds, the Company was able to make payments on a significant amount of the outstanding accounts payable resulted in reduction of accounts payable and other liabilities of $374,531.$437,439. Finally, there was $107,000$256,789 of cash used in prepaid expenses, primarily this relates to prepaid investor relations services that will be incurred in the coming months.

Financing activities for the threesix months ended March 31,June 30, 2026, provided cash, offsetting the above uses of cash, amounting to $22,675,000 which consisted of the net proceeds from the IPO, whereas for the threesix months ended MarchJune 31,30, 2025 the Company received $350,000 of cash from the issuance of units.units, $150,000 from the issuance of a convertible debenture and $396,000 from the exercise of warrants.

We have no revenue generating operations from which we can internally generate funds. To date, our ongoing operations have been financed by the sale of our equity securities by way of private placements.placements and the proceeds of the IPO, which resulted in the receipt of net proceeds of $22.7 million. We believe that we will be able to secure additional financings in the future, but there can be no assurance that such financing will be available to us in sufficient amounts, on attractive terms, on a timely basis, or at all. This situation is unlikely to change until such time as we can develop a bankable feasibility study on one of our properties. When acquiring an interest in mineral properties through purchase or option, we will sometimes issue Common Shares to the vendor or optionee of the property as partial or full consideration for the property interest in order to conserve our cash.

On February 11, 2026, the Company completed its IPO, which resulted in the receipt of net proceeds of $22.7 million. The continuing operations of the Company are dependent upon obtaining necessary financing to meet our commitments as they come due, to finance future exploration and development of mineral interests and to secure and maintain title to properties and upon future profitable production.

IsoEnergy iswas also entitled to nominate one director to our board of directors following the IPO. The nominee, who may be a director or officer of IsoEnergy, is not required to meet independence criteria. We are required to take all necessary steps to ensure the appointment of IsoEnergy’s nominee to our board of directors.

The accompanying unaudited condensed consolidated interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the U.S. and the rules and regulations of the U.S. Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, shareholders’ deficiency, equity, or cash flows. It is management’s opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K,10-K filed with the SEC on March 27, 2026, which contains the annual audited consolidated financial statements and notes thereto, together with the Management’s Discussion and Analysis, for the year ended December 31, 2025. The interim results for the period ended MarchJune 31,30, 2026 are not necessarily indicative of the results for the full fiscal year.

As of MarchJune 31,30, 2026, there are no additional recently issued or adopted accounting standardstandards that could have a material impact on these unaudited condensed consolidated interim financial statements.

A summary of significant accounting policies of the Company is presented in Note 32 of the unaudited condensed consolidated interim financial statements for the period ended MarchJune 31, 30, 2026. The financial statements and notes are representations of our management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles under U.S. GAAP and have been consistently applied in the preparation of the financial statements.

Certain conditions may exist as of the date the financial statements are issued, that may result in a loss to the Company but that will only be resolved when one or more future events occur or fail to occur. Such losses are disclosed areas contingent liabilities if it’s not both probable and reasonably estimable. Our management assesses such contingent liabilities and estimated legal fees, if any. Such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings. Our management evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.

Management’s best estimates regarding the restoration provisions are based on the current economic environment. Changes in estimates of contamination, restoration standards and restoration activities result in changes to provisions from period to period. Actual restoration provisions will ultimately depend on future market prices for future restoration obligations. Management has determined that the Company has no restoration obligations on acquisition of the mineral properties and as at MarchJune 31,30, 2026.