jagu-20260630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-43094

JAGUAR URANIUM CORP.

(Exact name of registrant as specified in its charter)

British Columbia		Not applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3-1136 Centre Street Thornhill, Ontario Canada		L4J 3M8
(Address of principal executive offices)		(Zip Code)

(Registrant’s telephone number, including area code): (416) 648-4065

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Class A common shares, no par value		JAGU		NYSE American LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 12, 2026, there were 20,193,777 Class A common shares of the registrant, no par value per share, outstanding.

JAGUAR URANIUM CORP.

TABLE OF CONTENTS

Part I.

Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Interim Balance Sheets as of June 30, 2026 and December 31, 2025	1
	Condensed Consolidated Interim Statements of Operations for the Three and Six Months Ended June 30, 2026 and 2025	2
	Condensed Consolidated Interim Statement of Shareholders’ Equity for the Six Months Ended June 30, 2026 and 2025	3
	Condensed Consolidated Interim Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025	4
	Notes to Condensed Consolidated Interim Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	27

Part II.

Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 3.	Defaults Upon Senior Securities	28
Item 4.	Mine Safety Disclosures	28
Item 5.	Other Information	28
Item 6.	Exhibits	28

Signature		29

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including all documents incorporated by reference, contains forward-looking statements regarding Jaguar Uranium Corp. (the “Company,” “Jaguar Uranium,” “we” or “our”) and represents our expectations and beliefs concerning future events. These forward-looking statements are intended to be covered by the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties. The forward-looking statements included herein, or incorporated herein by reference, include or may include, but are not limited to, (and you should read carefully) statements that are predictive in nature, depend upon or refer to future events or conditions, or use or contain words, terms, phrases, or expressions such as “achieve,” “forecast,” “plan,” “propose,” “strategy,” “envision,” “hope,” “will,” “continue,” “potential,” “expect,” “believe,” “anticipate,” “project,” “estimate,” “predict,” “intend,” “should,” “could,” “may,” “might,” or similar words, terms, phrases or expressions or the negative of any of these terms. Any statements in this Form 10-Q that are not based upon historical fact are forward-looking statements and represent our best judgment as to what may occur in the future.

These forward-looking statements are based on information available as of the date of this Quarterly Report on Form 10-Q and the Company managements’ current expectations, forecasts and assumptions, and involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside the control of the Company and its directors, officers and affiliates. Accordingly, forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date. The Company does not undertake any obligations to update, add or to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws.

As a result of a number of known and unknown risks and uncertainties, the Company’s results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ are set forth under the heading “Risk Factor Summary” those described under Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2026.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

JAGUAR URANIUM CORP.

UNAUDITED CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS

AS OF JUNE 30, 2026 AND DECEMBER 31, 2025

	June 30			December 31
	2026			2025
ASSETS
Current assets
Cash and cash equivalents	$	413,339		$	82,444
Short-term investments		18,662,803			—
Prepaid expenses and other assets		354,891			98,102
Total current assets		19,431,033			180,546

Non-current assets
Mineral properties		8,150,000			8,150,000
Property and equipment, net		30,843			38,865
		8,180,843			8,188,865
TOTAL ASSETS	$	27,611,876		$	8,369,411

LIABILITIES
Current liabilities
Accounts payable and other liabilities	$	516,528		$	953,442
Total current liabilities		516,528			953,442

Non-current liabilities:
Deferred tax liability		1,400,000			1,400,000
Convertible debentures		—			150,000
TOTAL LIABILITIES		1,916,528			2,503,442

SHAREHOLDERS’ EQUITY
Common stock, Class A, $ Nil par value: unlimited authorized, 20,193,777 (2025 - 9,057,020) shares issued and outstanding		—			—
Additional paid-in capital		56,945,348			16,373,320
Accumulated deficit		(31,250,000	)		(10,507,351	)
TOTAL SHAREHOLDERS’ EQUITY		25,695,348			5,865,969
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	27,611,876		$	8,369,411

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

JAGUAR URANIUM CORP.

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

	Three months ended June 30, 2026			Three months ended June 30, 2025			Six months ended June 30, 2026			Six months ended June 30, 2025
REVENUE	$	—		$	—		$	—		$	—

OPERATING EXPENSES:
General and administrative expenses		629,296			325,932			1,778,096			663,264
Legal and professional fees		134,321			34,073			299,950			147,929
Depreciation		6,873			1,246			8,547			2,496
Exploration and evaluation expenditures		271,345			71,020			377,757			125,696
TOTAL OPERATING EXPENSES		1,041,835			432,271			2,464,350			939,385

OTHER INCOME AND EXPENSES
Interest and other (income) expense		(184,034	)		996			(242,390	)		1,106
Foreign exchange (gain)		16,211			(4,206	)		52,961			1,987
Liquidity event deferred cash payment		—			—			720,700			—
Liquidity event and listing event shares		—			—			17,747,028			—

LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAX EXPENSE		874,012			429,061			20,742,649			942,478

Deferred tax recovery		—			—			—			—

NET LOSS AND COMPREHENSIVE LOSS	$	874,012		$	429,061		$	20,742,649		$	942,478

BASIC AND DILUTED LOSS PER SHARE	$	(0.04	)	$	(0.06	)	$	(1.18	)	$	(0.13	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED		20,193,777			7,076,126			17,582,558			7,042,195

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

JAGUAR URANIUM CORP.

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025

	Number of Shares		Amount		Additional paid-in capital		Accumulated deficit			Total Shareholders’ Equity
BALANCE AT DECEMBER 31, 2025		9,057,020	$	—	$	16,373,320	$	(10,507,351	)	$	5,865,969
Net proceeds on completion of IPO		6,250,000		—		22,675,000		—			22,675,000
Liquidity event and listing event shares		4,836,757		—		17,747,028		—			17,747,028
Conversion of convertible debenture		50,000		—		150,000		—			150,000
Net loss and comprehensive loss		—		—		—		(20,742,649	)		(20,742,649	)
BALANCE AT JUNE 30, 2026		20,193,777	$	—	$	56,945,348	$	(31,250,000	)	$	25,695,348

	Number of Shares		Amount		Additional paid-in capital		Accumulated deficit			Total Shareholders’ Equity
BALANCE AT DECEMBER 31, 2024		8,546,020	$	—	$	12,590,607	$	(5,853,606	)	$	6,737,001
Exercise of warrants		396,000		—		396,000		—			396,000
Deemed dividend - warrant modification and inducement		—		—		2,183,750		(2,183,750	)		—
Share-based compensation		—		—		526,920		—			526,920
Shares issued for unit subscription		70,000		—		350,000		—			350,000
Net loss and comprehensive loss		—		—		—		(942,478	)		(942,478	)
BALANCE AT JUNE 30, 2025		9,012,020	$	—	$	16,047,277	$	(8,979,834	)	$	7,067,444

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

JAGUAR URANIUM CORP.

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025

	2026			2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(20,742,649	)	$	(942,478	)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based payments		17,747,028			526,920
Accrued income on short-term investments		(162,803	)		—
Depreciation		8,547			2,496
Changes in operating assets and liabilities:
Prepaid expenses and other assets		(256,789	)		35,761
Accounts payable and other liabilities		(437,439	)		(91,661	)
Net cash used in operating activities		(3,844,105	)		(468,962	)

CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchase of short-term investments		(19,000,000	)		—
Redemption of short-term investments		500,000			—
Net cash used in investing activities		(18,500,000	)		—

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of shares and units		22,675,000			350,000
Proceeds from convertible debenture		—			150,000
Proceeds from warrant exercise		—			396,000
Net cash from financing activities		22,675,000			896,000

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		330,895			427,038
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF PERIOD		82,444			103,884
CASH AND CASH EQUIVALENTS AT THE END OF PERIOD	$	413,339		$	530,922

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	—		$	—
Cash paid for income taxes	$	—		$	—

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common shares issued for acquisition of mineral properties	$	—		$	—

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

JAGUAR URANIUM CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

NOTE 1: BUSINESS DESCRIPTION

Jaguar Uranium Corp., (the “Company”) is engaged in the acquisition and development of mining properties in Latin America. On December 8, 2023, the Company entered into a definitive agreement with Green Shift Commodities Ltd. (“GCOM”) to acquire 100% of the issued and outstanding shares of two wholly-owned subsidiaries of GCOM (collectively, the “Colombian Acquisition”):

●

Gaia Energy Investments Ltd. (“Gaia BVI”), was incorporated on April 19, 2006 and restored on November 16, 2015, in the British Virgin Islands (“BVI”) registered in Colombia as Gaia Energy Investments Ltd. Sucursal Colombia (“Gaia Colombia”).

●

Berlin (BVI) Limited (“Berlin BVI”) was incorporated on June 30, 2021, in the British Virgin Islands (“BVI”) and is registered in Colombia as Berlin (BVI) Limited Sucursal Colombia (“Berlin Colombia”), on May 17, 2022 in the Chamber of Commerce of Bogota.

Through the Colombian Acquisition, the Company is the legal and beneficial owner of a 100% interest in certain mining concessions located in the “Berlin Project.” The Berlin project is currently being explored and developed as an exploration stage uranium asset located in Caldas Province of Central Colombia.

On July 19, 2024, the Company closed on the acquisition of 2847312 Ontario Inc. (“284 Ontario”), which registered in Argentina as 2847312 Ontario Inc. (Sucursal Argentina), whereby it holds mineral rights in the Laguna Project and Huemul Projects in Argentina (the “Argentinian Acquisition”). 284 Ontario was incorporated on June 14, 2021, in Ontario, Canada.

The Company was incorporated on December 16, 2022.

On February 11, 2026, the Company completed its Initial Public Offering (“IPO”) and its Class A common shares (the “Common Shares”) commenced trading on the NYSE American LLC under the symbol “JAGU”.

NOTE 2: BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These unaudited condensed consolidated interim financial statements are presented in U.S. dollars. These unaudited condensed consolidated interim financial statements include the Company’s subsidiaries, as described in Note 1.

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’ 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, 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 June 30, 2026 are not necessarily indicative of the results for the full fiscal year.

Principles of Consolidation

These unaudited condensed consolidated interim financial statements include the Company’s directly and indirectly wholly owned subsidiaries: Gaia Energy Investments Ltd., Berlin (BVI) Limited and 2847312 Ontario Inc.

All inter-company transactions and balances have been eliminated upon consolidation.

Use of estimates in the preparation of financial statements

The preparation of the Company’s unaudited condensed consolidated interim financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of liabilities and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. On an ongoing basis, the Company evaluates estimates used, which include, but are not limited to the: valuation of stock-based compensation; share-based consideration for acquisitions; and, the impairment of long-lived assets, including mineral properties.

Contingent consideration in asset acquisitions

Contingent consideration payable to a seller in an asset acquisition is recognized when the contingency is resolved and the amount payable is fixed or determinable. Consistent with the general asset-acquisition cost accumulation model, the Company’s policy is to capitalize such amounts as an addition to the cost basis of the related asset. However, if at the date the contingency is resolved the carrying value of the related asset (after giving effect to any previously recognized impairment) already reflects its estimated fair value or recoverable amount, and no intervening increase in fair value or recoverable amount has occurred, the Company concludes that the additional consideration does not represent probable future economic benefit and therefore does not meet the definition of an asset. In accordance with ASC 360-10-35, previously recognized impairment losses are not reversed, and the carrying amount established at the most recent impairment measurement remains the cost basis against which recoverability is assessed. Consequently, if capitalizing the contingent consideration in these circumstances would require the immediate recognition of an offsetting impairment charge for the full amount capitalized, the Company records the settlement of such contingent consideration directly as an expense in the period the contingency is resolved.

Recent Accounting Standards

As of June 30, 2026, there are no additional recently issued or adopted accounting standards that could have a material impact on these consolidated financial statements.

Contingent liabilities

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 as 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 June 30, 2026.

NOTE 3: Purchase consideration paid in advance, advance to parent of acquiree AND THE ACQUISITIONS

The Colombian Acquisition

During the period ended September 30, 2024, the Company paid $188,381 to settle a portion of GAIA Colombia’s liabilities as part of its planned acquisition of GAIA BVI. The payment is accounted for as an advance paid for the acquisition. The acquisition closed on April 9, 2024. During the period, the Company made two more payments related to the same matter amounting to $189,188. Additionally, the Company also paid $200,000 to GCOM, the parent company of GAIA BVI, in order to fund interim operations of GAIA Colombia; however, as the Company was able to arrange to pay these expenses directly, these funds were returned to the Company in January 2024. On April 9, 2024, the Company issued 1,211,687 Common Shares to GCOM as consideration for the Colombian Acquisition.

Of the Common Shares issued to GCOM, 500,000 Common Shares are the initial consideration shares required under the terms of the agreement with GCOM. The additional Common Shares issued pertain to the requirement for the Company to issue Additional Consideration Shares to GCOM. The Additional Consideration Shares were determined based on when the Company undertook a liquidity event (the “Liquidity Event Shares”), the initial public offering of the Common Shares on a national securities exchange. If the IPO was achieved within 12 months of the acquisition date, the Company would issue stock equal to the greater of CAD$5,000,000 of Common Shares, based on the liquidity event price, or the number of Common Shares equal to 20% of the post-closing Common Shares. As the IPO did not close by April 9, 2025, the foregoing is adjusted to CAD$6,000,000 or 25%, respectively.

Under the terms of the agreement, the Company was required to provide an initial cash consideration of CAD$20,000; however, in addition to this, the Company also paid expenses on behalf of GCOM related to the properties, amounting to $188,381 and $189,188, which are considered a part of the acquisition price. Further, there are deferred cash payments (the “Deferred Cash Payments”) due to GCOM as follows: (i) CAD$1,000,000 due on the later of March 1, 2024 and the earlier of 90 days after the rectification of the Berlin concession and five days after a liquidity event (the “First Deferred Cash Payment”); and, (ii) CAD$5,000,000 upon the commencement of commercial operations of the Berlin project (the “Second Deferred Cash Payment”). Finally, the Company also granted GCOM a 1.0% net smelter returns royalty, payable quarterly, on all gross revenue in excess of allowable costs from the Berlin Project (the “Berlin Royalty”) pursuant to the Royalty Agreement dated April 8, 2024. The impact of such royalty was not readily or reliably determinable under current circumstances.

The Company has accounted for this transaction as an asset acquisition as the fair value of the assets are concentrated in the mineral rights of the respective entities. The Company has recognized the assets acquired at the fair value of the liabilities assumed, cash paid and fair value of the equity instruments issued as consideration, as these fair values are more clearly evident and reliably measured. As the acquisition has not been treated as a business combination there is no corresponding goodwill, instead the amount of consideration will be allocated to the assets acquired, which consists of the mineral properties.

The purchase price allocation is as follows:

Consideration:
Initial Cash Consideration	$	14,893
Purchase consideration paid in advance		188,381
Additional consideration paid in advance		189,188
Initial consideration shares		2,423,374
Legal Costs		20,455
Total Consideration	$	2,836,291

Assets and Liabilities Assumed:
Accounts payable and accruals	$	1,732,120
Deferred tax liability	$	2,459,914

Mineral Properties	$	7,028,325

The 1,211,687 Common Shares issued were valued at $2 per share based on recent arm’s length private placements resulting in value of $2,423,374. 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.

Further, five days after the IPO the Company made payment of the First Deferred Cash Payment of $720,700 (CAD$1,000,000), which is recognized in the condensed consolidated interim statements of operations as Liquidity Event Deferred Cash Payment as a component of Other Income and Expenses.

The First Deferred Cash Payment as well as the Liquidity Event Shares were recognized as expenses during the period as a result of the fact that during the year ended December 31, 2024 the Company recognized an impairment on the Berlin asset, see Note 4. Including this consideration as an addition to the Berlin asset would have the effect of reversing the previous impairment, which is prohibited, accordingly, the Company recognized these costs as expenses.

On May 9, 2025, the Company made a payment of $60,000 to the Agencia Nacional De Mineria (“ANM”), which was the final payment for all overdue amounts owed by the previous owners of the Colombia mineral properties to the ANM assumed by the Company at the acquisition date. In total, the Company paid the ANM$1,037,538 in respect of concession contract 664-17 and a further $217,866 in respect of concession contract 736-17 (collectively, the “Berlin Concession Contracts”), all but $142,000 of which were paid during the period from the acquisition date to December 31, 2024.

Further, of the $1,732,120 of liabilities assumed on the acquisition date, which included the amounts due to the ANM above, the Company successfully negotiated settlement of some of the outstanding balances and as a result realized a gain of $327,458, which is included in interest and other income.

The Argentina Acquisition

Consideration for the acquisition consists of 2,000,000 Common Shares of the Company, which the Company issued upon closing on July 19, 2024, and contingent shares consisting of: (i) “Listing Shares,” being 400,000 Common Shares if the IPO was not accomplished by the first anniversary from the closing date; and, (ii) “Top Up Shares” in the event the IPO price was less than $5, based on a $10,000,000 valuation and minimum share price of $4, if the IPO was accomplished by the first anniversary of the closing date, resulting in a maximum of 500,000 additional Top Up Shares, increasing to a $12,000,000 valuation and maximum of 1,000,000 Common Shares if the IPO was accomplished thereafter. Finally, the Company also granted a 1.0% net smelter returns royalty on the future production from certain land claim application at the Huemul Project (the “Huemul II Royalty”) to Consolidated Uranium pursuant to the Royalty Agreement dated July 19, 2024 (the “Huemul II Royalty Agreement”) by and among the Company, as royalty payor, Consolidated Uranium, as royalty holder and 284 Ontario, as guarantor; and (c) the grant of a 2.0% net smelter returns royalty on the future production from the Laguna Project (the “Laguna Project Royalty”) to Consolidated Uranium pursuant to the Royalty Agreement dated July 19, 2024. The impact of such royalty was not readily or reliably determinable under current circumstances.

The Company has accounted for this transaction as an asset acquisition as the fair value of the assets are concentrated in the mineral rights of 2847312 Ontario Inc. The Company has recognized the assets acquired at the fair value of the liabilities assumed and fair value of the equity instruments issued as consideration as these fair values are more clearly evident and reliably measured. As the acquisition has not been treated as a business combination, there is no corresponding goodwill, instead, the amount of consideration has been allocated to the assets acquired, which consist of the mineral properties.

The purchase price allocation is as follows:

Consideration:
Initial Share Consideration	$	4,000,000
Share Consideration - Listing Shares		800,000
Total Consideration	$	4,800,000

Assets and Liabilities Assumed:
Cash acquired	$	18,014
Prepaid and other assets		39,862

Mineral Properties	$	4,742,124

The 2,000,000 Common Shares issued and the Listing Shares were valued at $2 per share based on recent arm’s length private placements resulting in a value of $4,000,000. The 400,000 Listing Shares were valued at $2, as per above, and recognized as Common Shares to be issued as of the acquisition date based on the expected timing of the IPO, which was estimated at over one year due to the anticipated timing of completing the registration process with the Securities and Exchange Commission, completing the subsequent marketing of the IPO and the decline in the uranium market leading up to the acquisition.

Upon completion of the IPO, the Company issued the 400,000 Listing Shares that had previously been recognized as part of the consideration for the Argentina Acquisition. Further, as the price of the IPO was $4 and the closing of the IPO was past the first anniversary of the closing date, the Company issued an additional 600,000 Top Up Shares which were valued at the IPO price of $4, resulting in $2,400,000 of value attributable to the Liquidity Event Shares, which has been recognized in the unaudited condensed consolidated interim statements of operations as Liquidity Event and Listing Event Shares as a component of Other Income and Expenses.

The Top Up Shares were recognized as expenses during the period as a result of the fact that during the year ended December 31, 2024 the Company recognized an impairment on the Laguna Salada and Huemul assets, see Note 4. Including this consideration as an addition to the Laguna Salada and Huemul assets would have the effect of reversing the previous impairment, which is prohibited, accordingly, the Company recognized these costs as expenses.

NOTE 4: EXPLORATION AND EVALUATION ASSETS AND EXPENSES

The following is a summary of the carrying value of the acquisition costs and expenditures on the Company’s exploration and evaluation assets:

Exploration and Evaluation Assets	Berlin (Colombia)		Laguna Salada and Huemul (Argentina)		Total
Balance, December 31, 2024	$	4,000,000	$	4,150,000	$	8,150,000
Mineral property impairment		—		—		—
Balance, December 31, 2025 and June 30, 2026	$	4,000,000	$	4,150,000	$	8,150,000

During the period after acquisition of the respective mineral properties and December 31, 2024, the uranium spot price experienced a consistent decline month over month. As a result of that decline, the Company conducted an impairment test effective December 31, 2024. The Company retained an external valuations expert who evaluated the fair value of the mineral properties using both a cost approach and a market approach, which yielded values less than the original carrying value. As the properties are not often traded, the Company used the fair value determined by the cost approach, in which the primary input was the decline in the uranium spot price and long-term prices which constitute Level 3 inputs. For the Colombia properties the decline in uranium spot price used as an input was approximately 12.4% and for 284 Ontario it was approximately 12.5%. Accordingly, the related mineral properties were deemed to be impaired and the impairment losses, as disclosed above, were recognized, the majority of the impairment is the result of the recognition of a $2,459,914 deferred tax liability on the Colombian Acquisition and a corresponding increase in the impairment amount.

During the year ended December 31, 2025, and as at December 31, 2025, the uranium spot price had recovered and has remained at consistent levels through June 30, 2026, management performed a qualitative impairment assessment and concluded that a quantitative impairment analysis of the mineral properties was not required, accordingly, there is no impairment of mineral properties during the year ended December 31, 2025 or the period ended June 30, 2026.

Exploration and Evaluation Expenses for the three months ended:

Exploration and Evaluation Expenses	Berlin (Colombia)		Laguna Salada (Argentina)		Huemul (Argentina)		Period Ended June 30, 2026
Personnel	$	60,999	$	35,972	$	38,263	$	135,234
Geological		7,832		1,615		13,426		22,873
Land management		5,943		14,218		73,223		93,384
Other		3,362		3,151		13,341		19,854
	$	78,136	$	54,956	$	138,253	$	271,345

Exploration and Evaluation Expenses	Berlin (Colombia)		Laguna Salada (Argentina)		Huemul (Argentina)		Period Ended June 30, 2025
Personnel	$	36,631	$	154	$	157	$	36,942
Geological		—		—		—		—
Land management		19,641		8,921		4,605		33,167
Other		226		672		13		911
	$	56,498	$	9,747	$	4,775	$	71,020

Exploration and Evaluation Expenses for the six months ended:

Exploration and Evaluation Expenses	Berlin (Colombia)		Laguna Salada (Argentina)		Huemul (Argentina)		Period Ended June 30, 2026
Personnel	$	93,192	$	39,533	$	41,824	$	174,549
Geological		7,832		1,615		13,426		22,873
Land management		11,772		26,249		119,910		157,931
Other		3,362		4,426		14,616		22,404
	$	116,158	$	71,823	$	189,776	$	377,757

Exploration and Evaluation Expenses	Berlin (Colombia)		Laguna Salada (Argentina)		Huemul (Argentina)		Period Ended June 30, 2025
Personnel	$	48,961	$	154	$	157	$	49,272
Geological		—		—		—		—
Land management		30,655		28,626		12,954		72,235
Other		226		2,311		1,652		4,189
	$	79,842	$	31,091	$	14,763	$	125,696

All claims are subject to minimum expenditure commitments. The Company expects to incur the minimum expenditures to maintain the claims.

NOTE 5: PROPERTY AND EQUIPMENT

	June 30, 2026		December 31, 2025
Equipment	$	47,910	$	47,910
		47,910		47,910
Accumulated depreciation		17,067		9,045
Balance	$	30,843	$	38,865

Depreciation for the three and six month periods ended June 30, 2026 were $6,873 and $8,547, respectively (2025 - $1,246 and $2,496, respectively).

NOTE 6: CONVERTIBLE DEBENTURE

On June 20, 2025, the Company finalized the terms of a convertible debenture with an existing shareholder in the amount of $150,000. The convertible debenture is non-interest bearing, with a two year maturity and is convertible into units at a price equal to the lower of $5 or at a 25% discount to the listing price, being the price of the Common Shares once listed on a North American stock exchange. Each unit will consist of one common share and one warrant, which warrants are exercisable into one common share for three years at a price of $5 per share.

As a result of the adoption of ASU 2020-06 in the year ended December 31, 2024, having determined that the conversion option was not required to be accounted for separately under ASC 815-15 and that there was no substantial premium in the issuance of the convertible debenture, the Company has recognized the proceeds allocated entirely to the convertible debenture.

The Company’s convertible debenture was converted into 50,000 Common Shares based on the lesser of $5 or 75% of the IPO price, which was $4.

NOTE 7: EQUITY

The Company executed subscription documents for 70,000 units valued at $5 per unit for gross proceeds of $350,000, from an existing shareholder, which were received on January 15, 2025. The units consist of one Common Shares and one Common Shares purchase warrant, which were issued on January 15, 2025, with an exercise price of $5.05 expiring in three years.

On February 11, 2026, the Company completed its IPO resulting in the issuance of 6,250,000 Common Shares at $4 per share for gross proceeds of $25,000,000, incurring $1,875,000 in agent fees and other expenses of approximately $450,000, of which $50,000 had been prepaid at December 31, 2025, resulting in net proceeds of $22,725,000.

As a result of completing the IPO, the following transactions were completed:

●

The Company’s convertible debenture was converted into 50,000 Common Shares based on the lesser of $5 or 75% of the IPO price, which was $4.

●

400,000 Listing Shares and 600,000 Top Up Shares were issued related to the Argentina Acquisition.

●

3,836,757 Liquidity Event Shares were issued to GCOM related to the Colombia Acquisition.

As of June 30, 2026 and December 31, 2025 the Company had an unlimited number of Common Shares authorized for issuance and 20,193,777 and 9,057,020 Common Shares issued, respectively.

On June 17, 2025, the Company received proceeds from the exercise of warrants. In total 396,000 warrants exercised at the price of $1 per share were exercised and resulted in the issuance of 396,000 common shares. In order to induce the warrant holders to exercise their warrants, each holder was offered three additional warrants with an exercise price of $5.05 for three years. Further, any warrants held by those warrant holders that participated that remained unexercised had their term extended an additional three years until December 14, 2029. The Company determined that represented a modification and an inducement to motivate the investors to exercise their warrants. As the warrant holders were all current investors in the Company, the Company determined that the difference in the fair value of the warrants with the new terms and the fair value of the warrants under their original terms at the modification date as well as the value of the new warrants, should be recognized as a deemed dividend in the amount of $2,183,750.

The modification and new warrants fair value was determined using a Black-Scholes Model with the following inputs and results:

	Original Terms			Amended Terms			New Warrants
Grant Date		17-Jun-25			17-Jun-25			17-Jun-25
Expiry		14-Dec-26			14-Dec-29			17-Jun-28

Input Data
Current Stock Price	$	2.00		$	2.00		$	2.00
Exercise Price	$	1.00		$	1.00		$	5.05
Term of Warrants		1.49			4.50			3.00
Risk-Free Interest Rate		2.71	%		2.96	%		2.73	%
Volatility		150.00	%		150.00	%		150.00	%

Fair Value of Option	$	1.5212		$	1.8554		$	1.4278
Modification benefit				$	0.3342
Number of warrants					1,458,833			1,188,000
Value				$	487,567		$	1,696,183

On July 15, 2025, a further 27,000 warrants were exercised at the price of $1 per share were exercised and resulted in the issuance of 27,000 common shares, these warrant holders exercised on the same terms as the above, resulting in additional inducement and deemed dividend of $155,475.

The modification and new warrants fair value was determined using a Black-Scholes Model with the following inputs and results:

	Original Terms			Amended Terms			New Warrants
Grant Date		15-Jul-25			15-Jul-25			15-Jul-25
Expiry		14-Dec-26			14-Dec-29			15-Jul-28

Input Data
Current Stock Price	$	2.00		$	2.00		$	2.00
Exercise Price	$	1.00		$	1.00		$	5.05
Term of Warrants		1.42			4.42			3.00
Risk-Free Interest Rate		2.83	%		3.08	%		2.84	%
Volatility		150.00	%		150.00	%		150.00	%

Fair Value of Option	$	1.5050		$	1.8517		$	1.4286
Modification benefit				$	0.3467
Number of warrants					114,667			81,000
Value				$	39,761		$	115,714

Further, there were previously 300,000 warrants issued to the Executive Chairman, who sold his warrants other existing shareholders and related parties, as part of the transfer the term of these warrants was extended an additional three years until December 14, 2029. The CEO of the Company and the corporate secretary both participated and purchased 75,000 and 30,000 of the warrants, respectively. The Company treated this as a warrant modification and due to the Executive Chairman’s consulting role in the Company determined that the difference in the fair value of the warrants with the new terms and the fair value of the warrants under their original terms at the modification date was treated as share-based compensation expense in the amount of $97,035.

The modification fair value was determined using a Black-Scholes Model with the following inputs and results:

	Original Terms			Amended Terms
Grant Date		23-May-25			23-May-25
Expiry		14-Dec-26			14-Dec-29

Input Data
Current Stock Price	$	2.00		$	2.00
Exercise Price	$	1.00		$	1.00
Term of Warrants		1.56			4.56
Risk-Free Interest Rate		2.69	%		2.93	%
Volatility		150.00	%		150.00	%

Fair Value of Option	$	1.5355		$	1.8589
Modification benefit				$	0.3235
Warrants					300,000
Share-based compensation				$	97,035

Rights attached to shares:

The Common Shares confer upon their holders’ voting rights and the right to participate in shareholders’ meetings, the right to share, on a per share pro rata basis, in Bonus Shares or Distributions (as defined in the Company’s Articles of Incorporation) as may be declared by the board of directors and approved by the shareholders, if required (out of funds legally available therefore), and the right to a share in excess assets upon liquidation of the Company – all as set forth in the Company’s Articles of Incorporation and in the Company’s Shareholders’ agreement.

Warrants

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Life
Outstanding warrants, December 31, 2024 (i)		2,000,500		$	1.00		4.46
Exercised		(396,000	)	$	1.00		1.50
Warrants – issued in units subscription		70,000		$	5.05		2.55
Warrants – issued as inducement		1,188,000		$	5.05		2.97
Outstanding warrants, June 30, 2025		2,862,500			2.72		3.54
Exercised		(27,000	)	$	1.00		0.46
Warrants – issued as inducement		81,000		$	5.05		2.04
Outstanding warrants, December 31, 2025 and June 30, 2026		2,916,500			2.86		2.66

(i)	The weighted-average remaining life at December 31, 2024 has been adjusted to reflect the modification of the expiry date of the related warrants as previously detailed.

					Weighted
					Average
Expiry	Number of Warrants		Exercise Price		Remaining Life
December 14, 2026		100,000	$	1.00		0.46
December 14, 2029		1,477,500	$	1.00		3.46
January 15, 2028		70,000	$	5.05		1.55
June 17, 2028		1,188,000	$	5.05		1.97
July 15, 2028		81,000	$	5.05		2.04
Outstanding warrants, June 30, 2026		2,916,500	$	2.86		2.66

Under ASC Topic 815, the warrants are recorded as equity and included in additional paid-in capital.

Stock Options

Pursuant to the Company’s stock option plan approved March 15, 2024, options may be granted to employees, directors or consultants of the Company and such options to purchase Common Shares will have an exercise price not less than the “fair market value” of a Common Share on the date of grant. The total number of Common Shares issuable pursuant to the option plan shall not exceed 10% of the aggregate number of Common Shares issued and outstanding and the number of Common Shares reserved for issuance to any one person under options granted pursuant to the option plan may not exceed 5% of the issued and outstanding Common Shares on a non-diluted basis. The exercise price, term and vesting of options to purchase Common Shares shall otherwise be as approved by the Board. Unless otherwise determined by the Board, options to purchase Common Shares typically vest and become exercisable 50% at the end of six months from grant date and 50% at the end of twelve months from grant date.

The following table summarizes the stock option activity for the period ended June 30, 2026:

		Number of				Aggregate		Remaining
	Expiry	Options		Exercise		Intrinsic		Contractual
Grant Date	Date	Granted		Price		Value		Life
March 15, 2024	March 15, 2029		180,000	$	2.00	$	-		2.71
June 18, 2024	June 18, 2029		90,000	$	4.00		-		2.97
June 30, 2024	June 30, 2029		320,000	$	4.00		-		3.00
August 28, 2024	August 28, 2029		25,000	$	5.00		-		3.16
September 25, 2024	September 25, 2029		243,000	$	5.00		-		3.24
As of June 30, 2026			858,000	$