$NUCL

Eagle Nuclear Energy Corp.

CIK:0002089283|SEC Filings

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS - USD ($)

3 Months Ended

6 Months Ended

May 31, 2026

May 31, 2025

May 31, 2026

May 31, 2025

Operating expenses

Business development

$ 267,827

$ 348,277

Amortization and depreciation

5,602

8,026

Exploration expense

496,419

$ 56,678

723,920

$ 63,983

Office and administrative

831,489

60,539

1,238,685

91,580

Professional fees

2,010,841

710,540

2,469,761

1,213,453

Rent expense

80,856

22,483

153,598

48,943

Investor relations

69,390

159,211

Salaries and wages

3,295,905

3,353,846

Licensing fee expense

12,603

26,249

Travel and entertainment

236,509

170,706

287,971

269,552

Total operating expenses

(7,307,441)

(1,020,946)

(8,769,544)

(1,687,511)

Other income (expense)

Change in fair value of warrant liability

(17,750,724)

Interest income

Loss on foreign currency transactions

(3,813)

(4,160)

(13,592)

(4,590)

Total other expense

(17,754,506)

(4,160)

(17,764,285)

(4,590)

Net loss

(25,061,947)

(1,025,106)

(26,533,829)

(1,692,101)

Preferred stock dividends

(748,603)

(781,151)

Net loss attributable to common stockholders, basic

(25,810,550)

(1,025,106)

(27,314,980)

(1,692,101)

Net loss attributable to common stockholders, diluted

$ (25,810,550)

$ (1,025,106)

$ (27,314,980)

$ (1,692,101)

Weighted average number of shares outstanding, common stock - Basic (in shares)

^[1]

29,657,841

17,717,143

24,567,206

17,252,802

Weighted average number of shares outstanding, common stock - Diluted (in shares)

^[1]

29,657,841

17,717,143

24,567,206

17,252,802

Loss per share, common stock - Basic (in dollars per share)

^[1]

$ (0.87)

$ (0.06)

$ (1.11)

$ (0.1)

Loss per share, common stock - Diluted (in dollars per share)

^[1]

$ (0.87)

$ (0.06)

$ (1.11)

$ (0.1)

[1]	The shares of the Company’s common stock, prior to the de-SPAC (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 5.8349:1 established in the de-SPAC, as described in Note 4.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS	3 Months Ended	6 Months Ended
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS	May 31, 2026 USD ($)	May 31, 2026 USD ($)	May 31, 2025 USD ($)
Cash flows from operating activities
Net loss attributable to common stockholders		$ (27,314,980)	$ (1,692,101)
Adjustments to reconcile net loss attributable to common stockholders to net cash used in operating activities:
Amortization and depreciation	$ 5,602	8,026
Change in fair value of warrant liability	17,750,724	17,750,724
Loss on foreign currency transactions		13,592
Non-cash lease adjustment		23,648
Non-cash consulting fees			17,874
Preferred stock dividends		781,151
Stock based compensation		4,596,172
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		171,677	50,911
Prepaid expenses		(581,992)	(119,939)
Due to related parties		(159,895)	(200,998)
Net cash used in operating activities		(4,711,877)	(1,944,253)
Cash flows from investing activities
Purchase of property, plant and equipment		(47,967)
Purchase of intangible assets		(11,925)
Investment in mineral rights		(18,155)	(600,000)
Cash assumed on acquisition of Oregon Energy LLC		141,262
Net cash provided by (used in) investing activities		63,215	(600,000)
Cash flows from financing activities
Proceeds from the issuance of common stock, net of issuance costs			7,438,301
Proceeds from exercise of warrants		2,300
Proceeds from PIPE financing		29,700,000
Cash assumed on reverse recapitalization		1,939,457
Net cash provided by financing activities		31,641,757	7,438,301
Effects of foreign exchange on cash		(12,973)
Increase in cash		26,980,122	4,894,048
Cash and restricted cash, beginning of period		1,301,928	717
Cash and restricted cash, end of period	28,282,050	28,282,050	4,894,765
Presented as:
Cash	28,091,090	28,091,090	4,894,765
Restricted cash	190,960	190,960
Cash and restricted cash, end of period	$ 28,282,050	28,282,050	4,894,765
Supplemental disclosure of non-cash information
Share issuance costs in accounts payable			14,540
Share issuance costs settled in shares		2,097,000	348,194
Share issuance for acquisition of Oregon Energy LLC		11,959,827
Conversion of redeemable common stock into nonredeemable common stock		300,000
Reverse recapitalization		1,991,184
Accretion of mezzanine equity		204,076
Additions to intangible assets in accounts payable		$ 20,534
Prepaid expenses paid by issuance of shares			122,000
Consultant bonus settled by issuance of bonus shares			$ 183,200

CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS - USD ($)

May 31, 2026

Nov. 30, 2025

Current assets

Cash

$ 28,091,090

$ 1,301,928

Prepaid expenses

898,822

162,897

Total current assets

28,989,912

1,464,825

Restricted cash

190,960

Deposits

71,506

Property, plant and equipment

283,877

Intangible asset, net

96,450

65,915

Mineral rights

12,755,725

1,201,390

Right of use asset - operating lease, net

701,311

84,326

Total assets

43,089,741

2,887,962

Current liabilities

Accounts payable and accrued liabilities

783,866

530,339

Due to related parties

120,130

280,025

Dividends payable

781,151

Lease liabilities - current

140,075

33,155

Total current liabilities

1,825,222

843,519

Warrant liability

21,925,000

Lease liabilities - non-current

589,935

55,086

Total liabilities

24,340,157

898,605

Commitments and contingencies (Note 16)

Mezzanine equity

Redeemable stock

300,000

Stockholders' equity (deficit)

Common stock, $0.0001 par value, 300,000,000 shares authorized; 29,579,798 shares issued and outstanding as of May 31, 2026 ($0.0001 par value, 350,000,000 shares authorized; 18,888,289 shares, excluding 2,750,000 shares subject to possible redemption as of November 30, 2025)

^[1]

2,958

1,889

Preferred stock, $0.0001 par value, 3,500,000 shares authorized; none issued and outstanding, excluding 29,700 shares subject to possible redemption as of May 31, 2026 ($0.0001 par value, 50,000,000 shares authorized; none as of November 30, 2025)

Additional paid-in capital

^[1]

26,612,495

7,968,157

Accumulated deficit

(33,595,669)

(6,280,689)

Total stockholders' equity (deficit)

(6,980,216)

1,689,357

Total liabilities, mezzanine equity and stockholders' equity (deficit)

43,089,741

2,887,962

Common stock, subject to possible redemption

Mezzanine equity

Redeemable stock

^[1]

$ 300,000

Series A cumulative preferred stock, redeemable

Mezzanine equity

Redeemable stock

$ 25,729,800

[1]	The shares of the Company’s common stock, prior to the de-SPAC (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 5.8349:1 established in the de-SPAC, as described in Note 4.