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

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

The Company has not yet commenced its principal operations as of FebruaryMay 28,31, 2026.

Through the acquisition of Oregon Energy LLC (“Oregon Energy”) on February 24, 2026, the Company currently owns mining claims to explore and extract uranium (Aurora Uranium Project (“AUP”)) located in Malheur County, Oregon, approximately 16 kilometers northwest of McDermitt, Nevada. As of FebruaryMay 28,31, 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.

Under the BCA, former shareholders of nonredeemable common stock of Eagle Energy received 18,888,289 shares of common stock in the Company, representing a consolidation on a 5.8349:1 basis. The former shareholder of redeemable common stock of Eagle Energy received 2,750,000 shares of common stock in the Company, representing a consolidation on a 5.8:1 basis. Former shareholders of SVII received 3,630,051 shares of common stock in the Company, representing a one-for-one exchange of shares of Class A and Class B common stock of SVII. The Company also issued 2,299,982 shares of common stock to holders of 23,000,000 rights of SVII, which were converted into shares of SVII on a 10:1 basis upon the consummation of a business combination by SVII. A total of 5,930,033 shares of common stock are retained by former shareholders of SVII. A further 300,000 shares of common stock was issued to a service provider in consideration for transaction costs associated with the de-SPAC transaction. The common stock and public warrants of the Company began trading on Nasdaq under the ticker symbols of “NUCL” and “NUCLW,” respectively, on February 25, 2026.

Results of Operations – For the ThreeSix Months Ended FebruaryMay 28,31, 2026 and 2025 (unaudited):

During the threesix months ended FebruaryMay 28,31, 2026, wethe Company incurred a net loss of $1,471,882$26,533,829 compared to a net loss of $666,995$1,692,101 for the threesix months ended FebruaryMay 28,31, 2025. An analysis of the increase in net loss of $804,887$24,841,728 including the major components of our results for the periods, is below.

Business development expenses for the threesix months ended FebruaryMay 28,31, 2026, was $80,450,$348,277, an increase of $80,450$348,277 compared to $Nil for the threesix months ended FebruaryMay 28,31, 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, whichand didcontinued notengagement occurwith 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 priorcomparative period.

Exploration expenses for the threesix months ended FebruaryMay 28,31, 2026, was $227,501,$723,920, an increase of $220,196$659,937 compared to $7,305$63,983 for the threesix months ended FebruaryMay 28,31, 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.

Office and administrative expenses for the threesix months ended FebruaryMay 28,31, 2026, were $404,676,$1,238,685, an increase of $373,946$1,147,105 compared to $30,730$91,580 for the threesix months ended FebruaryMay 28,31, 2025. This increase is primarily driven by expanded operations. This mainly includes a $231,116an 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 $67,089increase increaseof $241,466 in various recruitment, website, telecommunication, and other officeinsurance expenses, and an increase of approximately $50,000$283,640 in expensespublic company costs incurred for Nasdaq entrylisting and listingother fees.public company filing costs.

Rent expense for the threesix months ended FebruaryMay 28,31, 2026, was $72,742,$153,598, an increase of $46,282$104,655 compared to $26,460$48,943 for the threesix months ended FebruaryMay 28,31, 2025. This increase is primarily driven by two new leases for new offices in Vancouver commencing November 2025 and New York commencing January 2026.

Investor relations for the threesix months Februaryended 28,May 31, 2026, was $89,821,$159,211, an increase of $89,821$159,211 compared to $Nil for the threesix months ended FebruaryMay 28,31, 2025. This increase is primarily driven by the Company’s engagement of an external investor relations firm asin part of its effortsrelation to gobecoming public,a whichpublic didcompany. notNo occursuch costs were incurred in the priorcomparative period.

Salaries and wages for the threesix months Februaryended 28,May 31, 2026, was $57,941,$3,353,846, an increase of $57,941$3,353,846 compared to $Nil for the threesix months ended FebruaryMay 28,31, 2025. This increase is mainly due to the hiring of a full-time Head of Licensing in November 2025.2025, 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.

Licensing fee expense for the threesix months Februaryended 28,May 31, 2026, was $13,646,$26,249, an increase of $13,646$26,249 compared to $Nil for the threesix months ended FebruaryMay 28,31, 2025. This increase is due to the Company’s entrance into a patent license agreement with UNM Rainforest Innovations in June 2025.

Travel and entertainment expense for the threesix months ended FebruaryMay 28,31, 2026, was $51,462,$287,971, aan decreaseincrease of $47,384$18,419 compared to $98,846$269,552 for the threesix months ended FebruaryMay 28,31, 2025. This decreaseincrease is mainlydue drivento bya reducedslight increase in executive and consultant travel in the current period compared to the prior quarter.period.

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 FebruaryMay 28,31, 2026, we had a working capital of $30,703,239$27,164,690 (current assets of $31,502,013,$28,989,912, less current liabilities of $798,774$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).

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 FebruaryMay 28,31, 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 2421 months, as a result of recently completed financings.

As of FebruaryMay 28,31, 2026, we had $31,433,782$28,282,050 in cash, including restricted cash. We are actively managing current cash flows until such time that we are profitable.

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 threesix months ended FebruaryMay 28,31, 2026, net cash used in operating activities was $1,569,303.$4,711,877. The loss attributable to common stockholders for the threesix months ended FebruaryMay 28,31, 2026 of $1,471,882$27,314,980 was increased by the changes in operating working capital of $134,262$570,210 and partially offset by $36,841$23,173,313 in non-cash items consisting mainly of non-cash leasechange adjustment.in fair value of warrant liability, stock-based compensation, and preferred stock dividend accrual.

Net cash used in operating activities for the threesix months ended FebruaryMay 28,31, 2025, was $785,897.$1,944,253. Operating expenses resulted in a net loss of $666,995$1,692,101 for the period,period. which is increased byAdditionally, changes in working capital items increased cash usage by $134,152.$270,026. The operating cash outflow iswas partially offset by $15,250$17,874 in non-cash adjustments for consulting fees settled by shares.

During the threesix months ended FebruaryMay 28,31, 2026, net cash provided by investing activities totaled $69,348,$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 $71,914.$78,047.

Net cash used in investing activities for the threesix months ended FebruaryMay 28,31, 2025, was $300,000$600,000 and relates to $300,000 paid for the initial option payment for the Aurora Option Agreement.Agreement and an additional $300,000 for the exercise of the Company’s right to the first six-month extension to the option agreement.

During the threesix months ended FebruaryMay 28,31, 2026, net cash provided by financing activities totaled $31,639,457,$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.

Net cash provided by financing activities for the threesix months ended FebruaryMay 28,31, 2025, was $2,423,557.$7,438,301 The Company receivedin proceeds from the issuance of common sharesstock in private placements and Reg CF financings, net of $1,073,087 and proceeds from pending issuance of common shares of $1,350,470.costs.

During the threesix months ended FebruaryMay 28,31, 2026, the Company incurred $45,000$135,030 (for the threesix months ended FebruaryMay 28,31, 2025 - $45,000$90,000) in fees to the Chief Executive Officer (the “CEO”) of the Company, and $25,000 of bonus to the CEO (for the threesix months ended FebruaryMay 28,31, 2025 - $Nil) payable upon completion of the de-SPAC transaction (Note 4).transaction. As of FebruaryMay 28,31, 2026, $15,000$60,030 of CEO fees (November 30, 2025 - $15,000), $25,000 of bonus (November 30, 2025 - $Nil) and $Nil$12,886 in expense reimbursements (November 30, 2025 - $Nil) were included in due to related parties.

During the threesix months ended FebruaryMay 28,31, 2026, the Company incurred $Nil$78,009 (for the threesix months ended FebruaryMay 28,31, 2025 - $45,000$Nil) in fees with a company controlled byto the former Chief Financial Officer (the “former CFO”) of the Company. As of FebruaryMay 28,31, 2026, $Nil$24,259 of former CFO fees (November 30, 2025 - $15,000$10,750) and $Nil$1,947 in expense reimbursements (November 30, 2025 - $Nil) were included in due to related parties.

During the threesix months ended FebruaryMay 28,31, 2026, the Company incurred $75,000$Nil (for the threesix months ended FebruaryMay 28,31, 2025 - $121,250$90,000) of consultingin fees with a company (for the three months ended February 28, 2025 - two companies) controlled by athe stockholderformer Chief Financial Officer (the “former CFO”) of the Company. As of FebruaryMay 28,31, 2026, $Nil of former CFO fees (November 30, 2025 - $232,000$15,000) of consulting fees and $15,044$Nil in expense reimbursements (November 30, 2025 - $6,112$Nil) in expense reimbursements were included in due to related parties.