Filed 2026-03-27 · Period ending 2025-12-31 · 78,139 words · SEC EDGAR
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# Jaguar Uranium Corp. (JAGU) — 10-K
**Filed:** 2026-03-27
**Period ending:** 2025-12-31
**Accession:** 0001213900-26-035549
**Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/2039273/000121390026035549/)
**Origin leaf:** e309d835227b2f1393a55108a69f30789773208279cde29614fe2c55a230f2b9
**Words:** 78,139
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**
UNITED STATES**
**SECURITIES AND EXCHANGE COMMISSION**
**WASHINGTON, D.C. 20549**
****
**FORM 10-K**
****
**ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**
For the fiscal year ended December 31, 2025
OR
**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 Section12(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 | |
Securities registered pursuant to Section12(g) of the Act: None
Indicate by check mark if the registrant is
a well-known seasoned issuer, as defined in Rule405 of the Securities Act. YesNo
Indicate by check mark if the registrant is not
required to file reports pursuant to Section13 or Section15(d) of the Act. Yes No
Indicate by check mark whether the registrant
(1)has filed all reports required to be filed by Section13 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, everyInteractive 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, 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.
Indicated by check mark whether the registrant
has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its
audit report.
If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.
Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants
executive officers during the relevant recovery period pursuant to 240.10D-1(b).
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
The aggregate market value of the common shares
held by non-affiliates of the registrant, computed as of June30, 2025(the last business day of the registrants most
recently completed second fiscal quarter), was approximately$36.05 million.
As of March 27, 2026, the number of shares outstanding
of the registrants Class A common shares was 20,193,777.
****
**Documents Incorporated by Reference:** Portions
of the registrants definitive proxy statement relating to its2026Annual Meeting of Shareholders to be filed hereafter
are incorporated by reference into Part III of this Annual Report on Form 10-K.
****
**JAGUAR URANIUM CORP.**
****
**FORM 10-K**
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**TABLE OF CONTENTS**
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Part I. |
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Item 1. |
Business. |
1 | |
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Item 1A. |
Risk Factors. |
13 | |
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Item 1B. |
Unresolved Staff Comments. |
32 | |
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Item 1C. |
Cybersecurity |
32 | |
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Item 2. |
Properties. |
32 | |
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Item 3. |
Legal Proceedings. |
52 | |
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Item 4. |
Mine Safety Disclosures. |
52 | |
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Information About Our Executive Officers |
52 | |
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Part II. |
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Item 5. |
Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
53 | |
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Item 6. |
[Reserved] |
55 | |
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Item 7. |
Managements Discussion and Analysis of Financial Condition and Results of Operations. |
55 | |
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Item 7A. |
Quantitative and Qualitative Disclosures about Market Risk. |
62 | |
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Item 8. |
Financial Statements and Supplementary Data. |
F-1 | |
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Item 9. |
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure. |
63 | |
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Item 9A. |
Controls and Procedures. |
63 | |
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Item 9B. |
Other Information. |
63 | |
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Item 9C. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
63 | |
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Part III. |
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Item 10. |
Directors, Executive Officers and Corporate Governance. |
64 | |
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Item 11. |
Executive Compensation. |
68 | |
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Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
72 | |
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Item 13. |
Certain Relationships and Related Transactions, and Director Independence. |
73 | |
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Item 14. |
Principal Accountant Fees and Services. |
75 | |
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Part IV. |
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Item 15. |
Exhibits, Financial Statement Schedules. |
76 | |
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Item 16. |
Form 10-K Summary. |
77 | |
| i | |
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****
**CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS**
This Annual Report on Form 10-K, 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-K 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 Annual Report on Form 10-K 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 below and those
described under Part I, Item 1A. Risk Factors in this Annual Report on Form 10-K.
| ii | |
| | |
**TECHNICAL MINING INFORMATION AND TERMS**
We are defined as an exploration stage issuer
under Subpart 1300 of RegulationS-K (**S-K 1300**) as adopted by the SEC.S-K 1300 contains disclosure requirements
that are applicable to mining companies reporting with the SEC.We do not have any current mineral resources or mineral reserves
as defined by S-K 1300. Our mineral properties require further exploration and development and to date we have not commenced any commercial
operations and have not recognized any mining revenue. We have completed technical report summaries (collectively, the **Technical
Report Summaries**) in compliance with S-K 1300 for our two uranium exploration projects in Argentina (the **Laguna Project**
and the **Huemul Project**, as defined herein) and our exploration project in Colombia (the **Berlin Project)**.
However, our estimated mineral resources or mineral reserves, if any, expected mine life and mineral pricing cannot be determined as the
exploration programs, additional drilling, economic assessments and requisite initial studies and pit (or mine) design optimizations have
not yet been completed, and the actual mineral resources and mineral reserves, if any, may be significantly lower than expected. You should
not rely on the Technical Report Summaries, preliminary economic assessments or feasibility studies, if and when completed and published,
as indications that we will have successful commercial operations in the future. Even if we prove mineral resources and mineral reserves
on our Properties, we cannot guarantee that we will be able to develop and market them, or that such production will be profitable. See
the information under the heading *Property* in this Annual Report on Form 10-K for more information.
****
**Qualified Persons Statement**
Some technical mining information contained herein
with respect to the Laguna Project, the Huemul Project and the Berlin Project is derived from the Technical Report Summaries prepared
for us, each with an effective date of August13, 2024, August13, 2024 and February15, 2024, respectively. SLR International
Corporation (**SLR**), an independent mining consultant, has approved and verified the technical mining information related
to each of the Laguna Project, the Huemul Project and the Berlin Project derived from the Technical Report Summaries and reproduced in
this Annual Report on Form 10-K.
****
**Glossary of Mining-Related Terms**
The following is a glossary of certain mining
terms that may be used in this Annual Report on Form 10-K.
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Ag |
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Silver. | |
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Alluvial |
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A placer formed by the action of running water, as in a stream channel or alluvial fan; also said of the valuable mineral (e.g. gold or diamond) associated with an alluvial placer. | |
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Assay |
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A metallurgical analysis used to determine the quantity (or grade) of various metals in a sample. | |
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ANM |
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The National Mining Agency of Colombia. | |
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Argentina Mining Code |
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The National Mining Code of Argentina. | |
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Canon |
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The fee an applicant must pay when conducting exploration in Argentina. | |
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Cateo |
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An exploration permit in Argentina. | |
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Claim |
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A mining right that grants a holder the exclusive right to search and develop any mineral substance within a given area. | |
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CNEA |
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Argentinas National Nuclear Authority. | |
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Concentrate |
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A clean product recovered in flotation, which has been upgraded sufficiently for downstream processing or sale. | |
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Core drilling |
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A specifically designed hollow drill, known as a core drill, is used to remove a cylinder of material from the drill hole, much like a hole saw. The material left inside the drill bit is referred to as the core. In mineral exploration, cores removed from the core drill may be several hundred to several thousand feet in length. | |
| iii | |
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Corpocaldas |
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The department mining agency of the Department of Caldas, Colombia. | |
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CPS |
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Counts per second. | |
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Cut-off grade |
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When determining economically viable mineral reserves, the lowest grade of mineralized material that can be mined and processed at a profit. | |
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Deposit |
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An informal term for an accumulation of mineralization or other valuable earth material of any origin. | |
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DIA |
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The environmental impact declaration issued by the local mining authority in Argentina. | |
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Diamond drill |
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A rotary type of rock drill that cuts a core of rock that is recovered in long cylindrical sections, two centimeters or more in diameter. | |
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Dyke |
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A long and relatively thin body of igneous rock that, while in the molten state, intruded a fissure in older rocks. | |
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EIA |
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The environmental impact assessment for proposed exploration works in Argentina. | |
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Exploration |
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Prospecting, sampling, mapping, diamond drilling and other work involved in searching for ore. | |
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Flotation |
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A milling process in which valuable mineral particles are induced to become attached to bubbles and float as others sink. | |
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Grade |
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The term used to indicate the concentration of an economically desirable mineral or element in its host rock as a function of its relative mass. | |
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Ha |
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Hectarean area totaling 10,000 square meters or 2.47 acres. | |
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IAN |
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The Colombia Institute of Nuclear Affairs. | |
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INGEOMINAS |
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The National Institute of Geology and Mining of Colombia. | |
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Km |
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Kilometer(s).Equal to 0.62 miles. | |
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Lithology |
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The character of a rock formation, a rock formation having a particular set of characteristics. | |
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M |
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Meter(s). Equal to 3.28 feet. | |
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Mafic |
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Igneous rocks composed mostly of dark, iron- and magnesium-rich minerals. | |
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Masl |
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Meters above sea level. | |
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Massive |
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Said of a mineral deposit, especially of sulfides, characterized by a great concentration of mineralization in one place, as opposed to a disseminated or vein-like deposit. | |
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MD |
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A mining concession in Argentina termed Manifestacion de Descrubrimiento. | |
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MESD |
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The Colombian Ministry of Environment and Sustainable Development. | |
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Metallurgy |
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The science and art of separating metals and metallic minerals from their ores by mechanical and chemical processes. | |
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Mineral |
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A naturally occurring homogeneous substance having definite physical properties and chemical composition and, if formed under favorable conditions, a definite crystal form. | |
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Mineral Deposit |
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A mass of naturally occurring mineral material, e.g. metal ores or nonmetallic minerals, usually of economic value, without regard to mode of origin. | |
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Mineralization |
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A natural occurrence in rocks or soil of one or more yielding minerals or metals. | |
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Mineral Project |
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The term mineral project means any exploration, development or production activity, including a royalty or similar interest in these activities, in respect of diamonds, natural solid inorganic material, or natural solid fossilized organic material including base, precious and rare metals, coal, and industrial minerals. | |
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Mining Provincial Code |
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The Provincial Mining Procedure Code in Argentina. | |
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Mineral Reserve |
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A concentration or occurrence of diamonds, natural, solid, inorganic or fossilized organic material including base and precious metals, coal and industrial minerals in or on the Earths crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. | |
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MME |
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The Colombian Ministry of Mines and Energy. | |
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NSR |
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The aggregate proceeds received from time to time from any arms length smelter or other arms length purchaser from the sale of any ores, concentrates, metals or other material of commercial value, net of expenses. | |
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Ore |
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Mineralized material that can be extracted and processed at a profit. | |
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PEA |
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Preliminary Economic Assessment. A study, other than a pre-feasibility or feasibility study, that includes an economic analysis of the potential viability of mineral resources. | |
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PMD |
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The Provincial Mining Directorate in Argentina. | |
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QA/QC |
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Controls relating to quality assurance and quality control. | |
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Qualified Person |
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An individual who is an engineer or geoscientist with at least fiveyears of experience in mineral exploration, mine development, production activities and project assessment, or any combination thereof, including experience relevant to the subject matter of the project or report and is a member in good standing of a self-regulating organization. | |
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RC |
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Reverse circulation in mining. | |
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Reclamation |
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Restoration of mined land to original contour, use, or condition where possible. | |
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REE |
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Rare earth elements. | |
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Sedimentary |
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Said of rock formed at the Earths surface from solid particles, whether mineral or organic, which have been moved from their position of origin and re-deposited, or chemically precipitated. | |
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Strike |
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The direction, or bearing from true north, of a vein or rock formation measure on a horizontal surface. | |
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Tenement |
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A mineral claim. | |
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U3O8 |
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Concentrated uranium oxide. | |
****
| v | |
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****
**RISK FACTOR SUMMARY**
The Company's business involves significant risks and uncertainties
that make an investment in it speculative and risky. The following is a summary list of the principal risk factors that could materially
adversely affect the Company's business, financial condition, liquidity and results of operations. These are not the only risks and uncertainties
the Company faces, and you should carefully review and consider the full discussion of the Company's risk factors in the section titled
Risk Factors, together with the other information in this Annual Report on Form 10-K.
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| We do not have an operating history, therefore, there is
no assurance that we will be successful in achieving a return on an investment for investors in the Common Shares and our likelihood
of success must be considered in light of our early stage of operations. |
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| We do not have any operating revenues or earnings and instead
have a history of losses. We will continue to experience losses unless and until we can successfully develop and begin profitable commercial
production at one of our mining properties. |
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| Significant additional capital is required to fund our business
plan, and our ability to continue as a going concern depends on our ability to raise capital in the future. |
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| Our results of operations are subject to foreign currency
fluctuation risks and such fluctuations may adversely affect our financial position and operating results. |
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| As we do not currently have revenue, and do not expect to
have revenue in the foreseeable future, we face liquidity risk. |
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| A material increase in costs at any significant location
could have a significant effect on our operations. |
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| We may not have the ability to access adequate operating
capital and ultimately mine our Properties at a profit sufficient to finance further mining activities and to continue to find, develop,
acquire and finance mineable reserves, all due to potentially significant fluctuations in the market prices of uranium, vanadium, nickel,
zinc, copper and other REEs located in our Properties. |
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| Evaluating our future performance may be difficult since
we have a limited financial and operating history, with significant negative cash flow and an accumulated deficit to date, and there
is no assurance that we will be successful in securing any form of additional financing in the future, and therefore substantial doubt
exists as to whether our cash resources and working capital will be sufficient to enable us to continue our operations over the next
twelvemonths. |
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| Uranium exploration, development and mining operations are
inherently subject to numerous significant risks and uncertainties, and actual results may differ significantly from expectations or
anticipated results. Furthermore, exploration programs conducted on our uranium projects may not result in the establishment of ore bodies
that contain commercially recoverable uranium. |
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| Our mineral reserves, if any, may be significantly lower
than expected. |
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| Our development and production plans, and cost estimates,
in the Technical Report Summaries may vary and/or not be achieved. |
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| We are reliant on third parties to conduct independent analyses
with respect to our business, and any inaccuracies in such analyses could have a material adverse effect on our collection and development
objectives. |
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| Opposition to our mining and business activities could disrupt
our business, operations and financial conditions. |
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| A shortage of equipment and supplies could adversely affect
our ability to operate our business. |
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| Joint ventures and other partnerships, including offtake
arrangements, may expose us to risks. |
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| We do not maintain insurance to cover all of the potential
risks and hazards associated with our operations, and therefore may be subject to liability for environmental, pollution or other hazards
associated with our exploration, pre-extraction and extraction activities. |
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| Acquisitions that we make from time to time could have an
adverse impact on our financial condition and results of operations. |
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| The uranium industry is subject to numerous stringent laws,
regulations and standards, including environmental protection laws and regulations. If any changes occur that would make these laws,
regulations and standards more stringent, it may require capital outlays in excess of those anticipated or cause substantial delays,
which would have a material adverse effect on our operations. |
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| vi | |
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| We may not be able to obtain, maintain or amend rights, authorizations,
licenses, permits or consents required for our operations. |
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| Closure and remediation costs for environmental liabilities
may exceed any provisions we make and could materially affect our financial position and results of operations. |
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| Major nuclear incidents may have adverse effects on the nuclear
and uranium industries, adversely affecting our operations and prospects. |
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| The marketability of uranium concentrates will be affected
by numerous factors beyond our control which could materially affect our financial position and results of operations. |
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| A reduction in purchases of uranium by electric utilities
for any reason would adversely affect the viability of our business as the only significant market for uranium is nuclear power plants
world-wide and the number of customers is limited. |
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| Problems with the availability, condition and maintenance
of adequate infrastructure could adversely affect our business. |
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| We do not currently own or have access to a mill and therefore
will be dependent on third parties for the milling facilities needed for any future milling activities, which may not be available on
favorable terms or at all. |
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| The price of alternative energy sources affects the demand
for and price of uranium, thereby materially adversely affecting our business and operations. |
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| The title to our mineral property interests may be challenged.
A successful challenge to the precise area and location of our claims could result in us being unable to operate on our Properties as
permitted or being unable to enforce our rights with respect to our Properties. |
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| Due to the nature of our business, we may be subject to legal
proceedings which may divert managements time and attention from our business and result in substantial damage awards. |
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| Competition from better-capitalized companies may affect
our ability to acquire new properties and qualified personnel. |
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| Because we have limited capital, inherent mining risks pose
a significant threat to us compared to our larger competitors. |
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| We may experience difficulty retaining and attracting qualified
management, which could have a material adverse effect on our business and financial conditions. |
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| If we fail to maintain proper and effective internal controls,
our ability to produce accurate and timely consolidated financial statements could be impaired, which could harm our operating results,
our ability to operate our business and investors views of us. |
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| Due to our operations in emerging market countries, our financial
condition and results of operations may be impacted by factors that are inherent in emerging markets. |
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| Our financial condition and results of operations are dependent
on the economic and political developments in Latin American countries such as Colombia and Argentina. |
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| We may be subject to seizure or expropriation of assets,
which could have a material adverse effect on our business, results of operations and financial condition. |
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| The local legal and regulatory systems in which our Properties
exist may lead to uncertainties with respect to licenses and agreements for our business. |
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| Unauthorized mining and illegal activities pose a safety,
security, social and environmental risk to the mining industry and our business and operations. |
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| Colombia and Argentinas mining industries are less
developed than the mining industry in the UnitedStates or Canada, which may cause our exploration and operating activities to take
longer to complete and become more expensive. |
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| vii | |
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| Guerilla and other criminal activity in Colombia, as well
as the perception of such criminal activity, may hinder our ability to access capital in a timely and cost-effective manner and may have
a negative effect on us, our employees, financial condition and results of operations. |
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| There can be no assurance that all permits that we require
will be obtainable on reasonable terms, or at all. Delays or a failure to obtain such permits, or a failure to comply with the terms
of any such permits that we have obtained, could have a material adverse impact on us. |
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| We expect to make significant expenditures to comply with
the extensive laws and regulations governing the protection of the environment, waste disposal, worker safety, mine development and protection
of endangered and other special status species, and, to the extent reasonably practicable, to create social and economic benefit in the
surrounding communities near our Properties, but there can be no guarantee that these expenditures will ensure our compliance with applicable
laws and regulations and any non-compliance may have a material and adverse effect on us. |
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| The environmental laws applicable to us and our operations
could cause significant additional expense, capital expenditures, restrictions and delays in our operations. |
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| Breaches of environmental laws (whether inadvertent or not)
or environmental pollution may materially and adversely affect our business, results of operations and financial condition. |
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| Certain Canadian laws could delay or deter a change of control. |
|
|
| To carry out reclamation obligations imposed on us in connection
with our potential development activities, we must allocate financial resources that might otherwise be spent on further exploration
and development programs. If we are required to carry out unanticipated reclamation work, our financial position could be adversely affected. |
|
|
| Amendments to current laws, regulations and permits governing
operations and activities of mining companies, including environmental laws and regulations which are evolving in Colombia and Argentina,
or more stringent implementation thereof, could have a material adverse effect on us and could cause increases in expenditures and costs,
affect our ability to expand or transfer existing operations or require us to abandon or delay the development of new properties. |
|
|
| Global economic risks may affect our ability to obtain adequate,
reasonable and acceptable financing in the future. |
|
|
| The degree of risk inherent in the mining industry and the
potential changes to the factors that impact us as a mining company, may have a negative impact on our business and operations. |
|
|
| The unexpected expenses we may incur could adversely impact
our operations, financial condition and results of operations. |
|
|
| Interpretation of royalty agreements in the jurisdictions
of our Properties may have a material adverse effect on us and our operations. |
|
|
| Natural resource properties are largely contractual in nature,
which may require us to take legal action to enforce our contractual rights. Any proceedings or actions or any decisions determined adversely
to us may have a material and adverse effect on our results of operations, financial condition and the trading price of the Common Shares. |
|
|
| The fluctuations in the price of base metals and in particular,
the price of uranium and other REE may cause the price of our Common Shares to fluctuate or decline. |
|
|
| Market fluctuations and commercial quantities of minerals
may affect their commercial viability thereby resulting in us not receiving adequate return on invested capital or having our mineral
projects rendered uneconomical. |
|
|
| Reserve estimates are subject to evaluation uncertainties
and there may be material differences between actual and estimated mineral resources and reserves, which may impact the viability of
our Properties. |
|
|
| Certain non-governmental organizations that oppose globalization,
resource development and the mining industry may generate adverse publicity thereby having an adverse effect on our reputation and financial
condition. |
|
|
| The competition we face in the mining industry may make it
more difficult for us to acquire additional mining properties, mining professionals, service and equipment. |
|
|
| International trade agreements and policies may affect the
supply of uranium available to the market and may have a material adverse effect on the Companys business and operations. |
|
|
| We are susceptible to the risks inherent in the nuclear energy
sector. |
|
| viii | |
| | |
|
| The potential impacts of climate change on us are uncertain
and may materially and adversely impact our business, results of operations and financial condition. |
|
|
| Shortages of equipment and supplies may hinder our ability
to carry out operations. |
|
|
| We have never paid nor do intend to pay dividends in the
foreseeable future and, as a result, your ability to achieve a return on your investment will depend on appreciation in the price of
our Common Shares. |
|
|
| Future issuances of our Common Shares or securities convertible
into, or exercisable or exchangeable for, our Common Shares, or the expiration of lock-up agreements that restrict the issuance of new
Common Shares or the trading of outstanding Common Shares, could cause the market price of our Common Shares to decline and would result
in dilution of your holdings. |
|
|
| We are an emerging growth company, and cannot
be certain if the reduced reporting requirements applicable to emerging growth companies will make our Common Shares less attractive
to investors. |
|
|
| We are a smaller reporting company, and cannot
be certain if the reduced reporting requirements applicable to smaller reporting companies will make our Common Shares less attractive
to investors. |
|
|
| We may be a passive foreign investment company
for the current taxable year and for one or more future taxableyears, which may result in materially adverse U.S.federal
income tax consequences for U.S.investors. |
|
|
| Our Common Shares may become subordinate to future indebtedness
or preferred shares, each with rights and preferences senior to our Common Shares. |
|
|
| The price of our Common Shares will be subject to market
volatility. |
|
|
| Financial Industry Regulatory Authority sales practice requirements
may limit a shareholders ability to buy and sell the Common Shares. |
|
|
| We have broad discretion in the use of the net proceeds from
our initial public offering and may not use them effectively. |
|
|
| It may not be possible for foreign investors to enforce actions
against us, and our directors and officers. |
|
|
| Certain parties have the right to nominate directors to our
board of directors, and their interests may conflict with ours or yours in the future. |
|
|
| Restrictions on Common Share transfers and issuances may
limit shareholder flexibility and control. |
|
| ix | |
| | |
****
**Part I**
|
Item 1. | Business | |
****
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 maintain significant land holdings in Colombia
and Argentina, which offer substantial exploration potential. Our Properties are located within mining-friendly jurisdictions and are
supported by established infrastructure. We intend to embark on an exploration program to establish and grow resource levels.
We control significant areas in one district in
Colombia referred to as the Berlin Project. In Argentina, we control concessions in the Chubut Province titled Laguna Salada and La Rosada,
and in the Mendoza Province titled Huemul. The areas controlled by the Company are known to have uranium indications as well as rare earth
metals and base metals, specifically copper in the Huemul Project. Upon the incorporation of the Company in December2022, the Berlin
Project was acquired by the Company in April2024 and the Argentina Projects were acquired in July2024.
We are led by a management team with experience
across the natural resources sector, including permitting, corporate finance, resource extraction, and are supported by a well-respected
board of directors with involvement in both uranium and broader natural resources sectors worldwide. We are currently executing studies
across our Properties to allow for an exploration program which will include trenching, sampling, drilling and pilot testing.
****
**Governmental Factors**
Our Properties are located in developing countries
with a history of natural resource extraction and community involvement. In both Colombia and Argentina, we have strong government support
to develop our Properties, deploy investment into communities, and adhere to the rule of law allowing for domestic use and export of material.
****
**Historical Financing and Significant Milestones**
We have achieved several key financing milestones
that have contributed to our growth and capital development.
|
| From May16, 2023, to December8, 2023, we completed
our initial funding round, raising $150,000 through the sale of Common Shares at $0.10 per Common Share. This early-stage funding laid
the groundwork for the Companys operational and exploration activities. |
|
|
| On December20, 2023, we secured $400,100 at $0.20 per
unit, each consisting of one Common Share and one warrant, and an additional $30,000 at $0.20 per Common Share, demonstrating increasing
investor confidence. |
|
|
| In January2024, we completed a $2,232,400 funding round
at $2.00 per Common Share, a significant milestone that enabled further expansion and development of our projects. |
|
|
| From March to April2024, we raised $693,334 at $2.00
per Common Share, and an additional $736,666 at $4.00 per Common Share. |
|
|
| On September27, 2024, we raised $40,000 at $5.00 per
Common Share. |
|
|
| On January15, 2025, we raised $350,000 at $5.00 per
Common Share. |
|
|
| On June26, 2025, we issued a $150,000 convertible promissory
note, which is convertible into units at either $5.00 per Common Share or a 25% discount to the Offering Price on a recognized North
American stock exchange. Each unit consists of one Common Share and one warrant exercisable at $5.00 per share within three years of
issuance. Conversion is at the holders option or may be triggered mandatorily upon listing. |
|
|
| 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. |
|
|
| On February 11, 2026 the Company completed its Initial Public
Offering (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 Companys convertible debenture was converted into
50,000 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. |
|
1
These milestones have been pivotal in supporting
our exploration activities, particularly in Colombia and Argentina, allowing us to pursue our strategic objectives in uranium mining.
****
**Primary Assets**
*
Berlin ProjectDepartment
of Caldas, Colombia
Our principal exploration project is located in
the Department of Caldas of Colombia. The Berlin Project deposit contains battery commodities (vanadium, nickel and phosphate), uranium,
REEs, molybdenum and zinc. The Berlin Project deposit is a geologically rare combination of elements contained in a layer of phosphate-bearing
limestone in a layered sedimentary sequence. The deposit is located 12 km from a hydroelectric dam that provides a potential source of
clean, renewable energy for the Berlin Project. There is a river port located 65 km from the Berlin Project, providing barge-transport
to Barranquilla, a port on the Caribbean coast of Colombia. A refurbished rail system provides an alternative means of transport to the
port at Santa Marta on the Caribbean coast. Extensive bench-scale metallurgical tests indicated that the value-commodities can be effectively
leached from the mineral-bearing rock with an acidic ferric sulphate solution.
Laguna ProjectChubut Province,
Argentina
The Laguna Project is an early-stage exploration
project located in the central part of Chubut Province, Argentina. The Laguna Project is located about 260 km Southwest of the provincial
capital, Rawson, and approximately 220 km from the main commercial port city of Comodoro Rivadavia. Reconnaissance work on the Laguna
Project was first conducted in 2007 by another company, with the aim of confirming anomalies detected in a 1978 airborne radiometric survey
undertaken by the CNEA.
The CNEA recognized that the uranium mineralization
is related to caliches, the partial cementation of the host by calcium carbonates. Caliche- and Calcrete-type
deposits are surficial uranium deposits found in semi-desert environments. Caliche-type deposits differ from other uranium deposits in
that they typically occur in unconsolidated clastic sediments such as gravel, as opposed to cemented sediments in the case of Calcrete-type
uranium deposits. Examples of surficial uranium deposits are Lake Maitland in Western Australia and Langer Heinrich in Namibia. The Laguna
Project is similar to the free-digging Tubas Red Sand deposit in Namibia.
Mineralization at the Laguna Project occurs in
a tabular, gently undulating layer that contains yellow-green uranium-vanadium minerals at shallow depth in unconsolidated, sandy gravel.
The mineralized layer lies beneath shallow soil and typically a barren cap of gravel on the top of the mesas. The entire uranium-vanadium
mineralization at the Laguna Project lies within three meters of surface in unconsolidated material in the flat, gravel plain that extends
from the foothills of the Andes to the Atlantic coast in southern Argentina.
2
Huemul ProjectMendoza Province,
Argentina
The Huemul Project is an early-stage exploration
project located in the southern part of Mendoza Province, Argentina. The Huemul Project consists of approximately 27,700 ha of exploration
claims centered around CNEAs historic Huemul-Agua Botada mine, Argentinas first producing uranium mine. The Argentinian
government discovered the Huemul-Agua Botada Zone in 1952 and exploited the deposit between 1955 and 1975. Historically, ore was treated
in a concentration plant at the nearby town of Malarge.
Uranium-vanadium-copper mineralization at the
Huemul Project comprises a number of stacked, meters-thick stratabound lenses hosted by an approximately 50-meter-thick packet of conglomerates
and arenites, sandwiched by redbeds and intruded by andesite sills. These sedimentary rocks are part of the fill sequence of the Cretaceous
Neuqun Basin. Host rocks to the mineralization are highly bituminous and mineralized zones are likely to have been failed petroleum-gas
traps.
****
**Business Objectives and Operations**
We are a uranium exploration and development company
focused on uranium discoveries. We were formed for the purposes of exploring and drilling the Berlin Project. On April8, 2024, we
acquired a 100% indirect interest in the Berlin Project pursuant to the Berlin Project SPA.As a result of the foregoing, the Berlin
Project became our primary material mineral exploration project. On July19, 2024, we acquired a 100% indirect interest in the Argentina
Projects pursuant to Argentina Projects SPA.In parallel with our Properties, we intend to explore other acquisition efforts to grow
and develop our uranium holdings to increase the opportunity for economic success. Specifically, any external growth of the Company by
way of acquisition is expected to take place in Latin America.
To achieve our objectives, we intend to complete
the following with respect to each of our Properties: permitting and receiving required licenses, completing metallurgy, making current
the historical mineral resource estimates, completing confirmation drilling, undergoing exploration drilling, building a pilot plant to
test the extraction proves, and performing a PEA analysis to determine economic factors that determine the potential viability of a mine.
To execute our business strategy, we will require
substantial additional financial resources, including amounts necessary to fund our planned exploration program at our Properties. We
intend to seek the necessary additional financing through the issuance of additional equity securities, 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.
****
**Subsidiaries**
We have three direct, wholly-owned subsidiariesGaia
Energy and Berlin BVI, which are both organized under the laws of the BVI, and 284 Ontario, which is organized under the laws of the Province
of Ontario, Canada.
****
**Competitive Conditions**
The mining business is competitive in all phases
of exploration, development and production. We compete with a number of other companies and individuals in the acquisition, exploration,
financing and development of mineral properties, many of whom have greater financial resources. There is significant competition for uranium
acquisition and exploration opportunities.
As a result of this competition, we may be unable
to acquire attractive mineral properties in the future on terms we consider acceptable. We also compete for financing with other resource
companies, many of whom have greater financial resources and/or more advanced properties. There can be no assurance that additional capital
or other types of financing will be available if needed or that, if available, the terms of such financing will be favorable to us.
Our competitive position depends on our ability
to successfully and economically explore, acquire and develop new and existing mineral properties. Our ability to acquire properties largely
depends on our success in exploring and developing our Properties, and on our ability to select, acquire and bring to production suitable
properties or prospects for mineral exploration and development. We may compete with other exploration and mining companies for the procurement
of equipment and for the availability of skilled labor. We compete with other mining companies for skilled mining engineers, geologists,
geophysicists and other qualified technical personnel. Factors beyond our control may affect the marketability of minerals mined or discovered
by us. See the information under the heading Risk Factors* in this Annual Report on Form 10-K for more information.
****
3
****
**Uranium Market Developments**
Over the past fewyears, global uranium market
fundamentals have been improving as the market transitions from an inventory driven market to a production driven market. The spot market
bottomed in November2016 at about $17.75 per pound U3O8 and stood at more than $90.00 per pound in early May
2024. (UxC U3O8 Daily Spot Price). Production dropped to a multi-year low in 2020 at about 47,342 tons (104.6million
pounds) but began to recover in 2021, totaled about 129million pounds in 2022 and further rose to approximately 54,345 tons in 2023,
still well below reactor requirements, according to OECD.Global supply and demand projections show a structural deficit between
production and utility requirements averaging over 44million pounds a year over the next 10years and increasing thereafter,
according to UxC.The current deficit is being filled with secondary market sources, including finite inventory that is projected
to decline in the comingyears. As secondary supplies diminish, and as existing mines deplete their resources, we are expecting that
new production will be needed to meet utility demand. Similarly, we are expecting that higher prices will be needed to stimulate new mining
investment.
Uranium supply has become more complicated than
before due to Russias invasion of Ukraine, as Russia is a significant supplier of uranium around the globe. Economic sanctions,
transportation restrictions, pending legislation and buyer avoidance of Russian uranium is causing a fundamental change to the nuclear
fuel markets. In May 2024, the U.S.enacted legislation that blocked Russian uranium supply into the country, thereby exacerbating
the already precarious forecasted supply deficit. We believe this is resulting in a bifurcation of the uranium market, increasing an already
notable supply gap for western utilities. Supply risk in Africa has also escalated. Niger provided about 25.4% of EU uranium deliveries
in 2022, but its share fell to approximately 14.3% in 2023 as African deliveries dropped again in 2024. In June 2024 Nigers junta
revoked Oranos Imouraren permit, and on June19, 2025, it announced the nationalization of the Somair venture, adding further
uncertainty around future exports. Secondary supply is also likely to be further reduced with western enrichers reversing operations from
underfeeding to overfeeding that requires more uranium to increase the production of enrichment services. Against this backdrop, U.S.
and European utilities are prioritizing security of supply by contracting with producers in lower-risk jurisdictions and supporting domestic
enrichment build-outs.
On the demand side, the global nuclear sector
continues to expand. As of July 2025, 439 reactors are operable worldwide and 69 are under construction. Over 20052024, 102 reactors
started operation, and in 2023 five units were grid connected (offset by five closures), according to Power Reactor Information System
and World Nuclear Association (**WNA**). In October2022, World Nuclear News reported that: The International
Energy Agency projects more than a doubling of nuclear generation by 2050 with at least 30 countries increasing their use of nuclear power.
Additional upside market pressure is also emerging as utilities return to a longer-term contracting cycle to replace expiring contracts;
something the market has not experienced for severalyears. Increasing demand has also occurred with financial entities and various
producers purchasing significant quantities of drummed uranium inventory, further removing excess near term supplies.
****
**Industry and Economic Factors**
The uranium industry is a vital sector within
the global energy landscape, centered around the mining, processing, and utilization of uranium, a naturally occurring radioactive element.
It plays a critical role in the global energy sector primarily as the fuel source for nuclear power, which is increasingly recognized
as a key component in achieving global climate goals under the Paris Agreement.
The uranium industry is structured around several
key stages, each playing a critical role in the production and use of uranium:
|
| Resource Identification and Extraction.The
initial stage is the exploration activities aimed at identifying economically viable uranium deposits. Once discovered, uranium ore is
extracted through mining operations, which can range from conventional open-pit or underground mining to more advanced in-situ recovery
methods. The choice of extraction method depends on the geology of the deposit and environmental considerations. |
|
|
| Milling and Processing.Extracted
uranium ore undergoes milling to produce a powdered form known as yellowcake, which contains concentrated uranium oxide
(U3O8). Various chemical and physical processes are employed to extract and purify uranium from the ore, resulting
in a product suitable for further enrichment. |
|
|
| Enrichment.Uranium
enrichment is a critical process where the concentration of uranium-235 isotopes is increased, as they are the fissile material necessary
for sustaining nuclear fission reactions. Enrichment facilities utilize centrifugation, gaseous diffusion, or laser-based methods to
achieve the desired uranium isotopic composition. |
|
|
| Nuclear Fuel Production.Enriched
uranium is then fabricated into fuel assemblies or pellets for use in nuclear reactors. These reactors generate heat through controlled
nuclear fission reactions, which in turn produce steam to drive turbines and generate electricity. The fabrication process involves shaping,
sintering, and assembling the enriched uranium into fuel elements compatible with specific reactor designs. |
|
|
| Waste Management and Decommissioning.After
its useful life, uranium fuel becomes spent fuel and must be carefully managed due to its radioactivity. There are extensive processes
for handling, storing, and eventually disposing of nuclear waste. Additionally, when nuclear facilities reach the end of their operational
life, they undergo decommissioning, which involves safely dismantling the plant and managing any residual radioactive materials. |
|
4
The uranium market is influenced by various factors,
including global energy demand, geopolitical considerations, regulatory policies, and technological advancements. Long-term contracts,
spot market transactions, and government policies regarding nuclear energy development significantly impact the uranium markets
dynamics and uraniums pricing. Several key developments and trends have shaped the current landscape of the uranium market:
|
| Global Nuclear Energy Resurgence.The
global energy landscape is experiencing a renewed interest in nuclear power, driven by the goal to reduce carbon emissions and secure
stable and non-fossil fuel energy sources with the aim of reaching the targets set forth in the Paris Agreement. Countries like the UK,
Japan, and several EU nations are expanding their nuclear energy capacities. The UKs plan to quadruple its nuclear capacity by
2050 is a prime example of this trend. This resurgence is expected to drive long-term demand for uranium. |
|
****
|
| Uranium Price Recovery.Following
a period of low prices, uranium prices have rebounded significantly. In January February 2024, uranium prices have reached their
highest levels around $106/lb in nearly 17years, spurred large by concerns over insufficient and unreliable supply, exacerbated
by sanctions on Russian nuclear fuel services and transportation restrictions, which have led to a supply squeeze. As of July 2025, spot
prices were $71/lb. The uranium market is entering a new cycle, with projections indicating that mothballed uranium projects will take
severalyears to come online. This delay in production, coupled with rising demand for nuclear power, has led to a growing supply-demand
gap. As of July 2025, industry sources, including Uranium Producers of America as presented by Discovery Alert, estimate a uranium shortfall
of roughly 55million pounds over the next 18months in approximately 200million pounds market. Looking ahead, according
to the same source, projections indicate an even more concerning 1billion-pound deficit over the next 15 years. This structural
deficit, along with higher prices, is expected to drive new investments in uranium mining. |
|
|
| Supply Chain and Geopolitical Challenges.The
uranium supply chain has been heavily impacted by geopolitical events, particularly the ongoing conflict between Russia and Ukraine.
Many countries are now seeking to reduce their reliance on uranium from politically unstable regions, leading to a realignment of global
supply chains. This shift is creating opportunities for producers in more stable regions. |
|
|
| Research and Development.Continuous
research and development efforts drive innovation within the uranium industry, focusing on improving efficiency, safety, and sustainability
across the nuclear fuel cycle. Advancements in reactor technology, fuel fabrication techniques, waste management solutions, and nuclear
decommissioning processes contribute to the industrys evolution. Specifically, Small Modular Reactors (SMRs)
represent a significant technological advancement in the nuclear sector. These reactors are smaller, more flexible, and potentially safer
than traditional reactors, making them attractive to both developed and developing nations. SMRs are expected to play a key role in the
future energy mix, driving additional demand for uranium as these technologies become more widely adopted. |
|
|
| Environmental Considerations.Uranium
mining and processing activities raise environmental concerns related to land disturbance, water usage, and radioactive contamination.
Sustainable practices, environmental monitoring, and remediation efforts are essential to mitigate these impacts and ensure responsible
stewardship of natural resources. |
|
|
| Regulatory Compliance and Safety.The
uranium industry operates under strict regulatory frameworks designed to ensure safety, security, and non-proliferation of nuclear materials.
Regulatory oversight covers all aspects of uranium mining, processing, transport, and waste management, with a focus on minimizing environmental
impact and mitigating potential health hazards. Compliance with these standards is mandatory and involves regular monitoring, reporting,
and inspections by national and international agencies. This rigorous oversight ensures that uranium companies maintain high safety standards,
protect the environment, and adhere to global non-proliferation agreements. |
|
|
| Public Perception.The
uranium industry often grapples with public concerns related to environmental and safety risks, largely influenced by historical nuclear
accidents and fears about radioactive contamination. However, there is a growing recognition of the role that nuclear energy can play
in achieving low-carbon energy goals, which is gradually shifting perceptions. While challenges remain, particularly around the long-term
management of nuclear waste, the increasing acknowledgment of nuclear powers potential in combating climate change is helping
to foster a more balanced and positive public dialogue. |
|
|
| Market Dynamics and Long-Term Outlook.The
uranium market is influenced by various factors, including global energy policies, technological advancements, and geopolitical developments.
While the market is also characterized by volatility, driven by fluctuations in demand, supply disruptions, and the pace of technological
adoption, the long-term outlook for uranium remains strong, with expected increases in nuclear energy capacity globally. |
|
Overall, the uranium industry plays a crucial
role in meeting global energy needs, particularly in regions where nuclear power serves as a significant source of electricity generation.
Despite facing challenges related to safety, security, and public perception, ongoing innovation and collaboration within the industry
contribute to its resilience and continued relevance in the broader energy landscape.
The below chart from tradingeconomics.com depicts
the price of spot uranium in the last 10 years; as of March 12, 2026, the closing price of spot uranium was $85.90. On the other hand,
the chart from World Nuclear Association shows uranium supply and demand between 2018 and 2040.
5
Further, the chart from U.S. Department of Energy
plots criticality ratings for the key materials in the medium term. In general, the criticality of most materials changes over time due
to anticipated market response and the emergence of viable substitutes or a dramatic ramp up in demand for the materials. The chart shows
three broad categories of criticality. Materials in the upper quadrant of the matrix, with scores of 3 or higher on both axes, are characterized
as critical. Materials with a score of 3 or higher on one axis but a 2 on the other axis are characterized as near critical.
While they are not currently judged to be critical,
small changes in one or more of the underlying factors could put them at criticality. All other materials are judged as being not critical.
However, this assessment is based on the best available information, so even materials judged as not being critical could be at risk due
to significant unforeseen circumstances.
|
|
|
| |
|
Source: tradingeconomics.com
Date: March 2026 |
|
Source: World Nuclear Association
Date: April 2022 | |
*****
Source:
U.S. Department of Energy
Date:
August 2024*
****
**Government Regulation**
Colombia
The exploration and exploitation of mining prospects
are subject to regulation by a number of federal and departmental government authorities in Colombia. The ANM regulates mining in Colombia
whose policies reflect the agenda of the government in office. While it is a decentralized national entity, it is attached to the Colombian
Ministry of Mines and Energy (the MME), and is responsible for managing royalties, granting and executing concession contracts
and maintaining the national registry of concession contracts.
6
Environmental authorities in Colombia include
the ANM, the department mining agency, Corporacin Autnoma Regional de Caldas (Corpocaldas), the MME and
the Ministry of Environment and Sustainable Development (MESD). Various levels of governmental entities have significant
levels of interest and impact in the mining industry, with local governments being typically the most influential.
In Colombia, exploration and exploitation of mining
resources, such as uranium, are formalized by execution of a concession contract with the correspondent national mining authority pursuant
to the mining legislation Law N685/2001, duly amended by Law 1382 of 2010.
Between 1940 and 2011, until the ANM was created,
the mining authority of Colombia was the MME.The MME delegated certain mining-related matters to national and department authorities.
Specifically, until 2012, the National Institute of Geology and Mining (INGEOMINAS) was responsible for managing royalties
and maintaining the national register of concession contracts. By means of Decree 4134 of November3, 2011, the Colombian government
created the ANM, which assumed responsibility for the granting, execution, and administration of concession contracts throughout Colombia
starting from 2012.
Colombian departmental governments are charged
with the granting, execution and performance of concession contracts and other related administrative proceedings within their respective
department boundaries. This is also the case for the Department of Caldas, in which the Berlin Project is located, whereby the departmental
government manages all exploration and mining-related activities for minerals found within the department, except for coal and emeralds,
which are managed by INGEOMINAS.
Under Colombian law, foreign individuals and corporations
have the same rights as Colombian individuals and corporations. Foreign companies are required to constitute a branch, subsidiary, or
affiliate in Colombia before they may be granted a concession contract. Requirements to maintain the concession contract in good standing
are described below.
**
*Concession Fees*
Annual concession fees during the exploration
and construction phases are required to be paid to the Colombian government to maintain concession contracts comprising the Berlin Project
in good standing (Concession Contract664-17 and Concession Contract736-17) (collectively, the Berlin Concession Contracts).
The approximate annual cost of maintaining the Berlin Concession Contracts is $65,000.
As of December31, 2024, certain concessions
comprising the Berlin Project were not in good standing under applicable law as there were arrears of surface fee payments owing to the
ANM in the approximate amount of $142,000 including accrued interest, which were paid during 2025. As of December 31, 2025, all arrears
amounts and accrued interest owing in relation to the concessions have been paid to the ANM and there are no further amounts owed.
**
*Environmental Mining Insurance*
Within 10days following the execution of
a concession contract, an environmental mining insurance policy must be obtained by the concession-holder as a guarantee against non-compliance
with mining and environmental obligations. Failure to meet these obligations may result in the levying of fines and the unilateral termination
of the agreement by the ANM.The insured value is calculated as follows for the different stages of a concession contract:
|
| Exploration5% of annual estimated work
expenditures. |
|
|
| Construction5% of the annual investment
towards mine construction. |
|
|
| Exploitation10% of the result of multiplying
the estimated annual production by the price of the mineral being extracted, as determined by the Government of Colombia. |
|
The insurance policy must be in full force and
effect for threeyears beyond the life of the concession contract and is renewed annually as part of the fulfilment of obligations
to maintain the concession contract in good standing.
**
*Budget Work Program*
At the time of an application, and when an extension
to the exploration phase is granted, a budget and work program must be presented to the ANM.
**
*Reporting*
An annual report of activities on each of the
Berlin Concession Contracts is required to be submitted to the ANM.
**
7
**
*Royalties*
The Government of Colombia requires a net smelter
return (NSR)****royalty that varies according to commodity. The percentage of the NSR royalty for various commodities
are as follows:
|
Commodity | |
NSR Royalty
(%) | | |
|
Uranium | |
| 10 | | |
|
Vanadium, phosphorus, molybdenum, yttrium, and rhenium | |
| 5 | | |
|
Gold and silver | |
| 4 | | |
|
Nickel | |
| 12 | | |
|
Construction Materials (including gypsum) | |
| 1 | | |
Royalties are accrued at mine head, meaning that
100% of the ore mined is taken into account to calculate the royalty.
When calculating the royalty, the MME takes into
account the sales price of the mineral extracted from the mine, as well as costs, such as transport and refining/processing, as estimated
from various sources, including mining companies and publications.
Royalties have typically been payable in cash
or in kind. When payable in kind, since royalties are calculated at mine head or wellhead, the royalty percentage will never form part
of the product to be sold by the producer but will be as from that moment owned by Colombian government. This means that royalties in
kind will never form part of income and thus will not be considered as a cost or expense for the Company. When payable in cash, royalties
will be taken from income obtained by the producer in the sale of product to the market. Although the royalty is calculated at the mine
head or wellhead, it will be payable only once the product has been sold. Thus, the royalty percentage is part of the product sold and
then subtracted from the income obtained as a consideration payable to Colombian government for the exploitation of the mine or well.
Said consideration is considered as deductible for income tax purposes, as expressly accepted by tax authorities through a ruling issued
in 2005. Uranium mining and extraction in Colombia is a new phenomenon and that there is no assurance that the Colombian government will
accept royalty payments in kind given the sensitive nature of the product.
**
*Green Energy Transition*
The Colombian government has implemented multiple
policies and strategies aimed at promoting a transition towards renewable energy and reducing reliance on fossil fuels. These initiatives
are collectively referred to as the **Green Energy Transition**. Among the most prominent is the E2050 Strategy, which
sets a long-term pathway for decarbonization and sustainable development. The Energy Transition Law (2021)plays a pivotal role in
expanding the use of renewable energy sources, such as wind, solar, and hydrogen, while reducing the countrys dependence on oil
and coal. Furthermore, the National Energy Plan (2020-2050) outlines a comprehensive framework to diversify Colombias energy mix
and achieve significant reductions in greenhouse gas emissions. These efforts are aligned with the countrys ambitious commitment
to cut emissions by 51% by 2030 and achieve net-zero emissions by 2050. The Colombian government is also working on promoting green hydrogen
and increasing private and public sector investments in renewable projects, making energy transition a cornerstone of its national agenda.
As part of this strategy, Colombia has positioned itself as a key player in the global shift towards clean energy, with its natural resource
base, including uranium, seen as crucial for nuclear energy, which complements renewable energy sources. This supports Colombias
potential to be a leading supplier of uranium, aligning with its broader Green Energy Transition goals.
The Green Energy Transition provides substantial
support for companies operating in Colombias energy and mining sectors. As Colombia seeks to become a leader in sustainable energy,
uranium plays a critical role in the development of clean, nuclear energy, which remains an essential part of the global decarbonization
strategy. The Companys operations align with the governments policy goals, as nuclear energy offers a low-carbon energy
source that can complement renewable energy projects. Additionally, the regulatory environment fostered by the Energy Transition Law and
related policies creates a favorable framework for exploration and mining companies by incentivizing investment in clean energy initiatives.
These policies not only provide stability but also create opportunities for growth, as Colombia continues its shift towards a low-carbon,
sustainable economy.
Argentina
**
*Federal Legal Framework*
According to the Argentina Political State Organization,
all mines belong to the provinces of Argentina, which grant exploration and exploitation rights to applicants. The Argentinian federal
government has enacted the National Mining Code (Argentina Mining Code) which is applicable to the entire country.
The provinces of Argentina have the power to regulate
the procedural aspects of the Argentina Mining Code through each Provincial Mining Procedure Code (Mining Provincial Code)
and to organize its local authorities. Accordingly, provinces appoint mining authorities and provide procedural mining regulations that
individuals and legal entities must follow to be awarded mining rights and property.
8
Under the Argentina Mining Code, a mining concession
allows its holder to carry out exploration and exploitation activities within the area defined in the respective concession title, provided
that prior to the beginning of any mining activity, such concession title is granted by the local mining authority.
According to the Argentina Mining Code, there
are two types of mining rights, one of them is the exploration and the other is the exploitation rights, both of which are exclusive,
as described below:
**
*Exploration Permit (Cateo)*
The holder of an exploration permit can explore
the area during the period granted. Where the holder of an exploration permit discovers mineable minerals, the holder will have an exclusive
right to apply for an exploitation permit in respect of that area.
The time period granted under an exploration permit,
depends on the extent of the area applied. The maximum area allowed is 10,000 ha which is divided into units of measurements of 500 ha
each. For the first unit granted, the valid period is 150days and for the following units of measurements, 50days are added
for each unit. A relinquishment must be made after the first 300days, and a second one, after 700days have elapsed. The applicant
must pay a fee (Canon), submit a minimum working plan to be performed, and hand in an environmental impact assessment. Exploration
permits are granted for a fixed period of time, based on the extension of the area applied for and there are no renewal or extensions
of the term originally granted. Moreover, the permit holder cannot apply again for the same area until a year has elapsed. Therefore,
the next step in the process for the Company for the Argentina Projects, provided that mineable minerals are discovered in the exploration
area, is to apply for exploitation rights.
**
*Exploitation Permit (Manifestation of
Discovery)*
An exploitation permit has no time limit provided
the holder complies with the requirements of law, which are basically to pay the annual payment of a Canon, the compliance with a submitted
working and investment plan, and the submission of an environmental impact assessment survey that must be updated every twoyears.
Within the administrative/judicial process, the holder obtains final title to the concession once the manifestation of discovery is registered
by the applicable mining authority. The right to mine is reached once the working and investment plan, and the environmental impact assessment
survey, are duly approved, the exploitation right is thereby granted and the final title of the mine is issued. Before this stage, it
is called manifestation of discovery and is treated as an application in process.
There are three different ways of acquiring an
exploitation permit:
|
| By discovering a mine as a consequence of an exploration
process as described above. |
|
|
| When a mine is discovered by chance, meaning,
without an exploration process. |
|
|
| When an exploitation right has been declared and posted in
the register as vacant due to a non-compliance with the requirements settled by law. |
|
**
*Obligations of the Holder of an Exploration
Permit*
The holder of an exploration permit must perform
a series of obligations to maintain the exploration permit in good standing, as described below. The failure to comply with these obligations
could result in the revocation of the exploration permit.
|
| Field delimitation task: Once the exploration permit has been issued, the titleholder has
30days to delimit the land to the relevant exploratory area. |
|
|
| Working Plan: A minimum working plan must be filed setting out basic data related to the
exploration activity. |
|
|
| Canon: The Canon must be made together with the presentation of the application permit and is
only to be paid once. If an overlap exists, and the concession cannot be issued, then the applicant will receive a reimbursement of
the monies paid. According to the Argentina Mining Code, the amount to be paid as Canon is $9,680 per unit of exploration, where a
unit of exploration is 500 ha. |
|
|
| Environmental Impact Assessment (EIA): The EIA is for proposed exploration
works only. The requirements for an EIA are related to the exploration works proposed and are outlined in regulations. The
presentation of an EIA is required before starting any field work. |
|
**
9
**
*Obligations of the Holder of and Exploitation
Permit*
The holder of an exploitation permit must perform
a series of obligations to maintain the exploitation permit in good standing, as described below. The failure to comply with these obligations
could result in the revocation of the exploitation permit.
|
| Canon:The Canon must be paid
twice a year on June30 and December31. If the Canon is not paid, it will result in the revocation of the exploitation permit,
unless the titleholder pays the Canon within the 45 followingdays plus a 20% penalty amount (fine). According to the Argentina
Mining Code, the amount to be paid is $19,000 annually per unit of disseminated tenement (pertenencia) for minerals of first category.
The area or unit of each tenement for disseminated minerals is 100 ha. For minerals of first category non disseminated, the amount is
$1,900 annually per unit. If a mine is discovered, there is a three-year period in which no Canon payments are required to be made. |
|
|
| Legal Labor and Legal Survey:A
legal labor to establish the limits of the mineable area must be performed within 100days after the date of registration of the
mining right. The legal labor consists of the digging of a trench, well, gallery or drilling of at least of 10 m in length as evidence
of the veracity of the discovery. Within 30days after compliance with the legal labor requirement, a filing requesting the legal
survey must be done. The local mining authority has to set a date and the professional that will carry out the survey. Once the latter
is completed and approved, the final title of the mine is granted. |
|
|
| Working and Investment Plan:A
working and investment plan must be lodged which outlines the titleholders plan to achieve a minimum production equivalent to
300 times the annual Canon paid within a period of fiveyears following the year in which the application of the legal survey is
submitted. During each of the first twoyears, the titleholder must invest a minimum of 20% of the total investment in the concession
and the remaining 80% may be freely distributed during the remaining threeyears. Every year, an affidavit describing the investment
made should be submitted to the local mining authority. If the affidavit is not submitted or does not correspond with real investment,
the license expires and the mine is declared vacant, unless the holder amends the mistake or omission within the following 30days
after receipt by the holder of the notification of non-compliance from the local mining authority. When the mine remains without activity
for a period of fouryears, the local mining authority can require the titleholder to present a reactivation plan. The reactivation
plan must be provided to the local mining authority within sixmonths, otherwise the mine is declared vacant. The titleholder should
comply with each stage as described in the work and investment plan, which cannot contemplate a period in excess of fiveyears. |
|
|
| Environmental Impact Assessment:An
EIA must be filed prior to initiating the field work and is required to be updated every twoyears. |
|
**
*Surface Rights and Easements*
Under the Argentina Mining Code, holders of exploration/exploitation
permits do not hold surface rights and agreements must be entered into with the surface owners and/or holders of mining easements.
**
*Economic Revolution*
Argentina has embarked on a series of sweeping
economic reforms, widely referred to in the media as an economic revolution. These reforms aim to drastically reduce public
spending, privatize key industries, and attract foreign investment by deregulating large segments of the economy. One of the central elements
of this reform is liberalizing the energy and mining sectors, areas historically dominated by state controls and heavy subsidies. Argentina
has taken steps such as reducing subsidies on energy, devaluing the peso to stabilize the financial system, and implementing measures
like Decrees of Necessity and Urgency (DNU 55/2023 and DNU 70/2023) that address Argentinas energy crisis and encourage investment
in strategic sectors like mining and energy. These reforms build on Argentinas existing nuclear infrastructure, which includes
three operational reactors, and initiatives like the Reactivation of CAREM-25 SMR project by the National Atomic Energy Commission. The
CAREM project, Argentinas first domestically designed nuclear reactor, aims to enhance the countrys nuclear capabilities,
addressing both domestic and regional energy needs. Plans are already underway to expand the use of SMRs, not just for domestic use but
also for potential export, highlighting the growing role of nuclear energy in Argentinas future energy landscape. The reform push
for deregulation in the mining and energy sectors and is expected to boost investment in uranium mining, a crucial component for nuclear
energy production, according to Deutsche Welle.
These economic reforms create a favorable environment
for companies. By reducing regulatory barriers and encouraging foreign direct investment, the reforms provide The Company with increased
opportunities to expand its operations. The governments focus on energy independence and nuclear energy as a reliable, low-carbon
energy source aligns perfectly with the Companys mission. With Argentina seeking to revitalize its nuclear capabilities, the Company
is well-positioned to support the countrys long-term energy goals, benefiting from streamlined regulations, improved infrastructure
investment, and a more favorable business climate for mining exploration and development. These reforms not only enhance operational efficiencies
but also open new pathways for growth as Argentina seeks to bolster its energy security in the context of regional and global markets.
**
10
**
*Provincial Legal Framework*
The applicable Mining Provincial Codes set out
the procedures to be followed for the application and maintenance in good standing of exploration and exploitation mining rights and the
compliance with the obligations of holders of exploration and exploitation permits set out under the Argentina Mining Code for conducting
mining activities in the provinces of Chabut and Mendoza.
****
**Environmental Regulation**
Our current and future operations, including exploration
activities on our Properties or areas in which we have an interest in, are subject to laws and regulations governing exploration, development,
tenure, production, taxes, labor standards, occupational health, waste disposal, protection and remediation of the environment, reclamation,
mine safety, toxic substances and other matters. There is also risk that environmental and other laws and regulations may become more
onerous, making it more costly for us to remain in compliance with such laws and regulations, which could result in the incurrence of
additional costs and operational delays or the failure of our business.
Colombia
Exploration is required to be carried out to standards
of the mining and environmental authorities in Colombia. Corpocaldas monitors environmental compliance and issues water permits as well
as permits for trenching and drilling in the Department of Caldas. An environmental license is required for the exploration stage. All
work must be done in accordance with mining and environmental standards issued by the MME and the MESD.Corpocaldas then oversees
the fulfillment of the environmental regulations on the project.
Permits are required to fall trees for access,
construction of drilling platforms, and for access to water sources. Permitting typically takes two to sixmonths to process but
could take longer depending on various other factors or overall backlog of the approving authority. Water from one permitted site can
be used for various drill platforms in the vicinity. These permits will be applied for when the location of the drill platforms has been
decided.
An Environmental Impact Study must be completed
in order to obtain an environmental license from Corpocaldas before mine construction may commence.
Argentina
Protection of the environment and preservation
of natural and cultural heritage within the scope of mining activity in Argentina are subject to:
|
| specific regulations of the Argentine Mining Codeas
amended by National Law N 24,585 of Environmental Protection for mining activity; |
|
|
| federal laws and regulations enacted by the federal government
relating to activities susceptible to making an environmental impact, including, but not limited to, the protection of glaciers and peri-glacier
geoforms by restricting the activities that can take place in glacier and peri-glacier areas, including mining; and |
|
|
| all relevant provincial laws and/or regulations in force
in the jurisdiction where the mining properties are located. |
|
The Argentina Mining Code requires titleholders,
prior to the initiation of field activities, to prepare an EIA with respect to the mining project and lodge the EIA with the local mining
authority where the mining tenement is located. The EIA is analyzed from a technical, environmental, scientific and legal point of view.
If the EIA is approved, the local mining authority issues an environmental impact declaration (DIA) setting out the conditions
for developing the mining project. The DIA is required to be updated every twoyears.
The Argentina Mining Code and the federal environmental
laws establish a joint liability regime which is applicable to all persons involved in environmental damage caused on the tenement land,
or a breach of regulations, whether the damage is caused directly by the titleholder or by its employees, contractors or subcontractors.
Mitigation and rehabilitation of the environmental damage is mandatory.
****
**Weather Conditions**
The average temperature in the area of the Berlin
Project is between 21C and 25C, with thedaytime temperature varying between 26C and 29C throughout the year;
average annual rainfall is 2,900 mm per year, according to World Weather Online. There are two peak rainfall periods: February through
May and October through December. These conditions allow for year-round operations.
11
The average temperature in the area of the Huemul
Project varies throughout the year, typically ranging from around 5C in the winter (June to August) to 20C in the summer (December
to February), according to World Weather Online. The region has a relatively low annual rainfall, averaging between 200 mm and 400 mm,
with most precipitation occurring between May and August. Due to its semi-arid climate, Mendoza experiences clear, dry conditions for
most of the year, allowing for year-round operations.
The average temperature in the area of the Laguna
Project varies throughout the year, ranging from about 8C in the wintermonths (June to August) to 25C during the summermonths
(December to February), according to World Weather Online. The region received an average rainfall of approximately200-250 mm, with
the majority of precipitation occurring between December and March.
****
**Employees**
We have three full time employees, consisting
of our chief executive officer, chief financial officer and our executive chair, and we engage various consultants, independent contractors
and advisors to provide technical and geological services.
To date, we have not experienced any work stoppages.
Furthermore, none of our employees are currently represented by a labor organization or subject to collective bargaining agreements. Our
human capital objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and new
employees. We anticipate that the number of employees will increase as we continue our exploration and mining activities.
****
**Foreign Operations**
Our principal asset and operations are located
in Colombia and Argentina. See the information under the headings *Property* and *Risk Factors*
in this Annual Report on Form 10-K for more information.
****
**Significant Acquisitions**
Other than the acquisition of a 100% interest
in the Berlin Project through the acquisition of Gaia Energy and Berlin BVI on April8, 2024 pursuant to the terms and conditions
of the Berlin Project SPA and a 100% interest in the Argentina Projects through the acquisition of 284 Ontario on July19, 2024 pursuant
to the terms and conditions of the Argentina Projects SPA, the Company has not completed any acquisitions of any material amount of assets
otherwise than in the ordinary course of business.
****
**Significant Dispositions**
There have been no dispositions of any material
amount of assets otherwise than in the ordinary course of business.
**Climate Change and Sustainability**
The Company recognizes its environmental and societal responsibilities
and is committed to sustainability and to improving its environmental footprint as well as operating its business in a manner that seeks
to protect the health and safety of the Companys employees, as well as the public.
****
**Available Information**
The Companys internet address is *https://www.jaguaruranium.com*.
The Company makes available, free of charge, on its website the copies of the Companys Annual Reports on Form 10-K, Quarterly Reports
on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports as soon as reasonably practicable after the Company electronically
files such material with, or furnishes it to, the United States Securities and Exchange Commission (the SEC).
The content of the Companys website is not incorporated by reference
into this Annual Report on Form 10-K or in any other report or document it files with the SEC, and any references to the Companys
website is intended to be inactive textual references only.
12
|
Item 1A. | Risk Factors | |
**
*You should carefully consider the following risk factors, together
with all of the other information included in this Annual Report on Form 10-K. The risks described below are those which we believe are
the material risks that we face. Additional risks not presently known to us or which we currently consider immaterial may also have an
adverse effect on us. Any risk described below may have a material adverse impact on our business or financial condition. Some statements
in this Annual Report on Form 10-K, including such statements in the following risk factors, constitute forward-looking statements. These
forward-looking statements are based on our management's current expectations, forecasts and assumptions, and involve a number of risks
and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date,
and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were
made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.*
**Risks Related to Our Financial Condition**
****
**We do not have an operating history, therefore,
there is no assurance that we will be successful in achieving a return on an investment for investors in the Common Shares and our likelihood
of success must be considered in light of our early stage of operations.**
We are an exploration-stage company and have no
history of operations, mining or refining mineral products. We subject to many risks common to such enterprises, including under-capitalization,
cash shortages, limitations with respect to personnel, financial and other resources and lack of revenues. There is no assurance that
we will be successful in achieving a return on an investment for investors in the Common Shares and our likelihood of success must be
considered in light of our early stage of operations.
There can be no assurance that our Properties
will be successfully placed into production, produce minerals in commercial quantities or otherwise generate operating earnings. Advancing
projects from the exploration stage into development and commercial production requires significant capital and time and will be subject
to the successful completion of further technical studies, permitting requirements and the construction of mines, processing plants, roads
and related works and infrastructure. We will continue to incur losses until mining-related operations successfully reach commercial production
levels and generate sufficient revenue to fund continuing operations.
****
**We do not have any operating revenues or
earnings and instead have a history of losses. We will continue to experience losses unless and until we can successfully develop and
begin profitable commercial production at one of our mining properties.**
We have no operating revenues or earnings and
instead have a history of losses. No operating revenues are anticipated until one of our Properties or any other mineral properties we
may acquire comes into production, which may or may not occur. As such, there is no certainty that we will generate revenue from any source,
operate profitably or provide a return on investment to our investors in the future. We will continue to experience losses unless and
until we can successfully develop and begin profitable commercial production at one of our mining properties. There can be no assurance
that we will be able to do so.
****
**Significant additional capital is required
to fund our business plan, and our ability to continue as a going concern depends on our ability to raise additional capital in the future.**
We plan to focus on exploring for minerals and
will use our working capital and the funds from the initial public offering (IPO) to carry out such exploration activities.
We have no source of operating cash flow and can provide no assurance that acceptable additional funding will be available to us for the
further exploration and development of our Properties. We have incurred net losses in the past and will continue to incur losses until
and unless we can derive sufficient revenues and earnings from our Properties or any other mineral properties we may acquire in the future.
It is likely that the development and exploration
of our Properties will require substantial additional financing. Further exploration and development of our Properties or other mineral
properties that we may be acquire in the future may be dependent upon our ability to obtain adequate and acceptable financing through
equity or debt, and there can be no assurance that we will be able to obtain adequate and acceptable financing in the future. Failure
to obtain such additional financing could result in the delay or indefinite postponement of further exploration and development of our
Properties and any other mineral properties we may pursue in the future, thereby making us unable to carry out our business objectives.
****
**Our results of operations are subject to
foreign currency fluctuation risks and such fluctuations may adversely affect our financial position and operating results.**
We may be subject to currency risks as our reporting
currency is in UnitedStates dollars, which is exposed to fluctuations against other currencies. Our primary operations are located
in Colombia and Argentina and as such, expenditures and obligations are incurred in the form of Colombian pesos and Argentinean pesos.
Should we expand our operations into additional countries, our expenditures and obligations may be incurred in additional foreign currencies
as well. Therefore, our results of operations are subject to foreign currency fluctuation risks and such fluctuations may adversely affect
our financial position and operating results and may also affect the value of our assets and shareholders equity. Even though we
may enter into foreign currency forward contracts in order to match or partially offset existing currency exposures, we have not undertaken
any actions to mitigate transactional volatility in UnitedStates dollars, Colombian pesos or Argentinean pesos at this time.
****
13
****
**We face liquidity risk as we do not currently
have revenue, and do not expect to have revenue in the foreseeable future.**
Liquidity risk arises through the excess of financial
obligations due over available financial assets at any point in time. Our objective in managing liquidity risk will be to maintain sufficient
readily available cash reserves and credit in order to meet our liquidity requirements at any point in time. As we do not currently have
revenue, and do not expect to have revenue in the foreseeable future, we will be reliant upon debt and equity financing to mitigate liquidity
risk. The total cost and planned timing of acquisitions of any other mineral properties and/or other development or construction projects
is not currently determinable and it is not currently known precisely when we will require external financing in future periods. There
is no guarantee that external financing will be available on commercially reasonable, adequate and acceptable terms, or at all, and our
inability to finance future development and acquisitions would have a material and adverse effect on us and our business and prospects.
****
**A material increase in costs at any significant
location could have a significant effect on our profitability.**
We anticipate that costs at our Properties and
other mineral properties that we may explore or develop in the future will frequently be subject to variation from one year to the next
due to a number of factors, such as changing grade, metallurgy and revisions to mine plans, if any, in response to the physical shape
and location of the applicable ore bodies. In addition, costs are affected by the price of commodities such as fuel, steel, rubber, and
electricity. Such commodities are at times subject to volatile price movements, including increases that could make production at certain
operations less profitable. A material increase in costs at any significant location could have a significant effect on our profitability.
****
**Risks Related to Our Business**
****
**We may not have the ability to access adequate
operating capital and ultimately mine our Properties at a profit sufficient to finance further mining activities and to continue to find,
develop, acquire and finance mineable reserves, due to potentially significant fluctuations in the market prices of uranium, vanadium,
nickel, zinc, copper and other REEs located in our Properties.**
We have not mined any uranium ore or other ores
and have not conducted any studies to confirm the content of uranium ore or other ores, including vanadium, nickel, zinc, copper and other
REEs, or the feasibility of mining such ores at our Properties. As a result, we have no saleable product and no prospect of obtaining
a saleable product in the near future, and we currently have no sources of operating capital. If we cannot access additional sources of
private or public capital, partner with another company that has capital resources or find or develop a means of generating revenue, we
may not be able to remain in business.
We have no way to generate cash inflows unless
we monetize a portion or all of our assets or obtain additional financing. We can provide no assurance that our Properties will produce
saleable production or, if so, that we will be able to continue to find, develop, acquire and finance mineable reserves. If we cannot
monetize certain existing assets, partner with another company that has capital resources, find or develop other means of generating revenue
other than uranium production or the production of other ores located in our Properties or access additional sources of private or public
capital, we may not be able to remain in business and our investors may lose their entire investment.
Our ability to operate on a positive cash flow
basis will be dependent on mining sufficient quantities of uranium, vanadium, nickel, zinc, copper and/or other REEs at a profit that
is sufficient to finance our operations and for the acquisition and development of additional mineral properties. Any profit will necessarily
be dependent upon, and affected by, the long- and short-term market prices of uranium, vanadium, nickel, zinc, copper and other REEs which
are subject to significant fluctuation. Uranium, vanadium, nickel, zinc, copper and other REE prices have been and will continue to be
affected by numerous factors beyond our control. These factors include the demand for nuclear power, political and economic conditions
in uranium producing and consuming countries, uranium supply from secondary sources, natural disasters, pandemics, uranium production
levels and costs of production. A significant, sustained drop in uranium, vanadium, nickel, zinc, copper or REE prices may make it impossible
to operate our business at a level that will permit us to cover our fixed costs or to remain in operation. Vanadium, nickel zinc and copper
prices may also be affected by numerous factors outside of our control such as demand for steel, the potential for vanadium to be used
in energy storage technologies, costs of production, world production levels, and political and economic conditions in vanadium producing
and consuming countries. Typically, worldwide supply of REEs are from China and, as a result, the market is tightly controlled which has
the carryover effect of supporting price levels. If China determines that it will meaningfully increase supply levels or allow for depressed
pricing, this could negatively impact our ability to operate profitably.
****
**Evaluating our future performance may be
difficult since we have a limited financial and operating history, with significant negative cash flow and an accumulated deficit to date,
and there is no assurance that we will be successful in securing any form of additional financing in the future, and our long-term success
will be dependent on future sources of equity or debt financing in order to ultimately develop future profitable mining activities.**
Our long-term success will depend ultimately on
our ability to achieve and maintain profitability and to develop positive cash flow from mining activities. We acquired our first mineral
property, the Berlin Project, on April8, 2024. We acquired the Argentina Projects on July17, 2024. To date, we have not conducted
any exploration activities on our Properties.
14
We have a history of significant negative cash
flow and net losses, with an accumulated deficit balance of $5,853,605 and $10,507,351 as at December31, 2024 and 2025, respectively.
While we have subsequently raised $22.7 million of net proceeds through the IPO, those funds are sufficient for the initial exploration
and pre-extraction plans of the Company for approximately the next two years. We have been reliant on equity financings from the sale
of our Common Shares in order to fund our operations. We do not expect to achieve profitability or develop positive cash flows from operations
in the near term. As a result of our limited financial and operating history, including our significant negative cash flows and net losses
to date, it may be difficult to evaluate our future performance.
As at December31, 2025 and 2024, we
had working capital deficit of $772,896 and a working capital deficit of $57,216, respectively. Our continuation as a going concern
is dependent upon our ability to obtain adequate additional financing. There is no assurance that we will be successful in securing
additional financing in the future. Our consolidated financial statements for the years ended December31, 2025 and 2024 were
prepared assuming that we would continue as a going concern. We have incurred continuing losses from operations, and we are
dependent upon future sources of equity or debt financing in order to fund our operations.
Our reliance on equity and debt financings is
expected to continue for the foreseeable future, and the availability of such additional financing whenever it is required will depend
on many factors beyond our control, including, but not limited to, the market price of uranium, the continuing public support of nuclear
power as a viable source of electricity generation, the volatility in the global financial markets affecting our share price, the impact
of natural disasters, pandemics and other force majeure events and the status of the worldwide economy, any one of which may cause significant
challenges to our ability to access additional financing, including access to the equity and credit markets. We may also be required to
seek other forms of financing, such as asset divestitures or joint venture arrangements to continue advancing our Properties, which would
depend entirely on finding a suitable third party willing to enter into such an arrangement, typically involving an assignment of a percentage
interest in the mineral project.
Our long-term success, including the recoverability
of the carrying values of our assets and our ability to acquire additional uranium projects and continue with exploration and pre-extraction
activities and mining activities on our Properties, will depend ultimately on our ability to achieve and maintain profitability and positive
cash flow from our operations by establishing ore bodies that contain commercially recoverable uranium and to develop these into profitable
mining activities. The economic viability of our mining activities has many risks and uncertainties, including, but not limited to: (i)a
significant, prolonged decrease in the market price of uranium; (ii)difficulty in marketing and/or selling uranium concentrates
and/or vanadium; (iii)significantly higher than expected capital costs to develop mines and/or construct a processing plant; (iv)significantly
higher than expected extraction costs; (v)significantly higher than expected processing costs in lieu of constructing a processing
plant; (v)significantly lower than expected uranium and vanadium extraction; (vi)significant delays, reductions or stoppages
of uranium/vanadium extraction activities; and (vi)the introduction of significantly more stringent regulatory laws and regulations.
Our mining activities may change as a result of any one or more of these risks and uncertainties, and there is no assurance that any ore
body that we extract mineralized materials from will result in achieving and maintaining profitability and developing positive cash flow.
****
**Uranium exploration, development and mining
operations are inherently subject to numerous significant risks and uncertainties, and actual results may differ significantly from expectations
or anticipated results. Furthermore, exploration programs conducted on our Properties may not result in the establishment of ore bodies
that contain commercially recoverable uranium.**
Uranium exploration, development and mining operations
are inherently subject to numerous significant risks and uncertainties, many beyond our control, including, but not limited to: (i)unanticipated
ground and water conditions and adverse claims to water rights; (ii)unusual or unexpected geological formations; (iii)metallurgical
and other processing problems; (iv)the occurrence of unusual weather or operating conditions and other force majeure events; (v)lower
than expected ore grades; (vi)industrial accidents; (vii)delays in the receipt of or failure to receive necessary government
permits; (viii)delays in transportation; (ix)availability of contractors and labor; (x)government permit restrictions
and regulation restrictions; (xi)unavailability of materials and equipment; and (xii)the failure of equipment or processes
to operate in accordance with specifications or expectations. These risks and uncertainties could result in delays, reductions or stoppages
in our mining activities; increased capital or extraction costs; damage to, or destruction of, our Properties or any other mineral properties
that we may acquire in the future, extraction facilities or other properties; personal injuries; environmental damage; monetary losses;
and legal claims.
Success in uranium exploration is dependent on
many factors, including, without limitation, the experience and capabilities of a companys management, the availability of geological
expertise and the availability of sufficient funds to conduct the exploration program. Even if an exploration program is successful and
commercially recoverable uranium is established, it may take a number ofyears from the initial phases of drilling and identification
of the mineralization until extraction is possible, during which time the economic feasibility of extraction may change such that the
uranium ceases to be economically recoverable.
Uranium exploration is frequently non-productive
due, for example, to poor exploration results or the inability to establish ore bodies that contain commercially recoverable uranium,
in which case the properties may be abandoned and written-off. Furthermore, we will not be able to benefit from our exploration efforts
and recover the expenditures that we incur on our exploration programs if we do not establish ore bodies that contain commercially recoverable
uranium or REEs and develop the assets into a profitable mining activity, and there is no assurance that we will be successful in doing
so.
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Whether an ore body contains commercially recoverable
uranium depends on many factors including, without limitation: (i)the particular attributes, including material changes to those
attributes, of the ore body such as size, grade, recovery rates and proximity to infrastructure; (ii)the market price of uranium,
which may be volatile; and (iii)government regulations and regulatory requirements including, without limitation, those relating
to environmental protection, permitting and land use, taxes, land tenure and transportation.
****
**Our mineral reserves, if any, may be significantly
lower than expected.**
We are in the exploration stage and our planned
principal operations have not commenced. There is currently no commercial production on any of our Properties. We have completed a Technical
Report Summary in compliance with the SECs S-K 1300 disclosure rules for each of the Berlin Project, the Huemul Project, and the
Laguna Project. However, our estimated proven or probable mineral reserves, expected mine life and mineral pricing cannot be determined
as the exploration programs, additional drilling, economic assessments and requisite initial studies and pit (or mine) design optimizations
have not yet been completed, and the actual mineral reserves, if any, may be significantly lower than expected. You should not rely on
the technical reports, preliminary economic assessments or feasibility studies, if and when completed and published, as indications that
we will have successful commercial operations in the future. Even if we prove reserves on our Properties, we cannot guarantee that we
will be able to develop and market them, or that such production will be profitable.
****
**Our development and production plans, and
cost estimates, in the Technical Report Summaries may vary and/or not be achieved.**
There is no certainty that the results in the
Technical Report Summaries will be realized. If we are unable to achieve the results in the Technical Report Summaries, it may have a
material negative impact on us, and our capital investments in our Properties may be lost.
****
**We are reliant on third parties to conduct
independent analyses with respect to our business, and any inaccuracies in such analyses could have a material adverse effect on our collection
and development objectives.**
We rely upon third-party consultants, engineers,
analysts, scientists, and others to provide analyses, reviews, reports, advice, and opinions regarding our Properties. For example, the
Technical Report Summaries contain information with respect to our Properties, but there is a risk that such analyses, reviews, reports,
advice and opinions are incorrect, in particular with respect to process development, as well as with respect to economic assessments,
including estimating the capital and operating costs of our projects and forecasting potential future revenue streams. Uncertainties are
also inherent in such estimations.
****
**Opposition to mining and business activities
could disrupt our business, operations and financial conditions.**
In recentyears, governmental and non-governmental
agencies, individuals, communities and courts have become more vocal and active with respect to their opposition to certain mining and
business activities. This opposition may take on forms such as road blockades, applications for injunctions seeking work stoppages, refusals
to grant access to lands or to sell lands on commercially viable terms, lawsuits for damages or to revoke or modify licenses and permits,
issuances of unfavorable laws and regulations, and other rulings that could be contrary to our interests. These actions can occur in response
to current activities or in respect of mines that are decades old. In addition, these actions can occur in response to our activities
or the activities of other unrelated entities. Opposition to our activities may also result from general opposition to nuclear energy.
Opposition to mining and business activities is beyond our control. Any such opposition may disrupt our business and may result in increased
costs, which could have a material adverse effect on our business, operations and financial condition.
****
**A shortage of equipment and supplies could
adversely affect our ability to operate our business.**
We are dependent on various supplies and equipment
to carry out our exploration activities and, if warranted, development operations. Any shortage of such supplies, equipment, and parts
could have a material adverse effect on our ability to carry out our operations and could therefore limit, or increase the cost of, future
production.
****
**Joint ventures and other partnerships, including
offtake arrangements, may expose us to risks.**
We may enter into joint ventures, partnership
arrangements, or offtake agreements, with other parties in relation to the exploration, development and production of our Properties and
any other mineral properties in which we acquire an interest. Any failure of such other companies to meet their obligations to us or to
third parties, or any disputes with respect to the parties respective rights and obligations, could have a material adverse effect
on us, the development and production at our properties, and on future joint ventures, if any, or their properties, and therefore could
have a material adverse effect on our results of operations, financial performance, cash flows and the price of the Common Shares.
****
16
****
**We do not maintain insurance to cover all
of the potential risks and hazards associated with our operations, and therefore we may be subject to liability for environmental, pollution
or other hazards associated with our exploration, pre-extraction and extraction activities.**
Where coverage is available and not prohibitively
expensive relative to the perceived risk, we maintain insurance against such risk, subject to exclusions and limitations. We currently
maintain insurance against certain risks including directors and officers insurance and kidnap and ransom insurance; however, we do not
maintain insurance to cover all of the potential risks and hazards associated with our operations. We may be subject to liability for
environmental, pollution or other hazards associated with our exploration, pre-extraction and extraction activities, which we may not
be insured against, which may exceed the limits of our insurance coverage or which we may elect not to insure against because of high
premiums or other reasons. Furthermore, we cannot provide assurance that any insurance coverage we currently have will continue to be
available at reasonable premiums or that such insurance will adequately cover any resulting liability.
****
**Acquisitions that we make from time to time
could have an adverse impact on us and our financial condition and results of operations.**
From time to time, we may examine opportunities
to acquire additional mining properties, assets and businesses. Any acquisition that we may choose to complete may be of a significant
size, may change the scale of our business and operations, and may expose us to new geographic, political, operating, financial and geological
risks. Success in our acquisition activities depends on our ability to identify suitable acquisition candidates, negotiate acceptable
terms for any such acquisition, and integrate the acquired operations successfully. Any acquisitions would be accompanied by risks which
could have a material adverse effect on our business, financial condition and results of operations. For example, there may be a significant
change in commodity prices after we have committed to complete the transaction and established the purchase price or exchange ratio; a
material ore body may prove to be below expectations; we may have difficulty integrating and assimilating the operations and personnel
of any acquired companies, realizing anticipated synergies and maximizing the financial and strategic position of the combined enterprise,
and maintaining uniform standards, policies and controls across the organization; the integration of the acquired business or assets may
disrupt our ongoing business and our relationships with employees, customers, suppliers and contractors; and the acquired business or
assets may have unknown liabilities which may be significant. If we choose to raise debt capital to finance any such acquisition, our
leverage will be increased. If we choose to use equity as consideration for such acquisition, existing investors may suffer dilution.
Alternatively, we may choose to finance any such acquisition with our existing resources. There can be no assurance that we would be successful
in overcoming these risks or any other problems encountered in connection with such acquisitions.
****
**The uranium industry is subject to numerous
stringent laws, regulations and standards, including environmental protection laws and regulations. If any changes occur that would make
these laws, regulations and standards more stringent, it may require capital outlays in excess of those anticipated or cause substantial
delays, which would have a material adverse effect on our business, financial condition and results of operations.**
Uranium exploration and development programs and
mining activities are subject to numerous stringent laws, regulations and standards at the federal, department, provincial, municipal
and local levels governing permitting, pre-extraction, extraction, exports, taxes, labor standards, occupational health, waste disposal,
protection and reclamation of the environment, protection of endangered and protected species, mine safety, hazardous substances and other
matters. Our compliance with these requirements requires significant financial and personnel resources.
The laws, regulations, policies or current administrative
practices of any government body, organization or regulatory agency in the jurisdictions of our Properties or any other applicable jurisdiction,
may change or be applied or interpreted in a manner which may also have a material adverse effect on our operations. The actions, policies
or regulations, or changes thereto, of any government body or regulatory agency or special interest group, may also have a material adverse
effect on our operations.
Uranium exploration and development programs and
mining activities are subject to stringent environmental protection laws and regulations at the federal, department, provincial, municipal
and local levels. These laws and regulations, which include permitting and reclamation requirements, regulate emissions, water storage
and discharges and disposal of hazardous wastes. Uranium mining activities are also subject to laws and regulations which seek to maintain
health and safety standards by regulating the design and use of mining methods. Various permits from governmental and regulatory bodies
are required for mining to commence or continue, and no assurance can be provided that required permits will be received in a timely manner.
Our compliance costs have been significant to date and are expected to increase in scale and scope as we expand our operations in the
future. Furthermore, environmental protection laws and regulations may become more stringent in the future, and compliance with such changes
may require capital outlays greater than those anticipated or cause substantial delays, which would have a material adverse effect on
our operations.
To the best of our knowledge, our operations comply,
in all material respects, with all applicable laws, regulations and standards. We may not be able or may elect not to insure against the
risk of liability for violations of such laws, regulations and standards, due to high insurance premiums or other reasons. Where coverage
is available and not prohibitively expensive relative to the perceived risk, we will maintain insurance against such risk, subject to
exclusions and limitations. However, we cannot provide any assurance that such insurance will continue to be available at reasonable premiums
or that such insurance will be adequate to cover any resulting liability.
****
17
****
**We may not be able to obtain, maintain or
amend rights, authorizations, licenses, permits or consents required for our operations.**
Our exploration, development and mining activities
are dependent upon the grant of appropriate rights, authorizations, licenses, permits and consents, as well as continuation and amendment
of these rights, authorizations, licenses, permits and consents already granted, which may be granted for a defined period, or may not
be granted or may be withdrawn or made subject to limitations. There can be no assurance that all necessary rights, authorizations, licenses,
permits and consents will be granted to us, or that authorizations, licenses, permits and consents already granted will not be withdrawn
or made subject to limitations.
****
**Closure and remediation costs for environmental
liabilities could materially affect our financial position and results of operations.**
Natural resource companies are required to close
their operations and rehabilitate the lands in accordance with a variety of environmental laws and regulations. Estimates of the total
ultimate closure and rehabilitation costs for uranium operations are significant and are based principally on current legal and regulatory
requirements and closure plans that may change materially. Any underestimated or unanticipated rehabilitation costs could materially affect
our financial position, results of operations and cash flows. Environmental liabilities are accrued when they become known, are probable
and can be reasonably estimated. Whenever a previously unrecognized remediation liability becomes known, or a previously estimated reclamation
cost is increased, the amount of that liability and additional cost will be recorded at that time and could materially reduce our consolidated
net income in the related period.
The laws and regulations governing closure and
remediation in a particular jurisdiction are subject to review at any time and may be amended to impose additional requirements and conditions
which may cause our provisions for environmental liabilities to be underestimated and could materially affect our financial position and
results of operations.
****
**Major nuclear incidents may have adverse
effects on the nuclear and uranium industries, adversely affecting our operations and prospects.**
The nuclear incident that occurred in Japan in
March2011 had significant and adverse effects on both the nuclear and uranium industries. If another nuclear incident were to occur,
it may have further adverse effects for both industries. Public opinion of nuclear power as a source of electricity generation may be
adversely affected, which may cause governments of certain countries to further increase regulation for the nuclear industry, reduce or
abandon current reliance on nuclear power or reduce or abandon existing plans for nuclear power expansion. Any one of these occurrences
has the potential to reduce current and/or future demand for nuclear power, resulting in lower demand for uranium and lower market prices
for uranium, adversely affecting our operations and prospects. Furthermore, the growth of the nuclear and uranium industries is dependent
on continuing and growing public support of nuclear power as a viable source of electricity generation.
****
**The marketability of uranium concentrates
will be affected by numerous factors beyond our control which could materially affect our financial position and results of operations.**
The marketability of uranium concentrates extracted
by us will be affected by numerous factors beyond our control. These factors include macroeconomic factors, fluctuations in the market
price of uranium, governmental regulations, land tenure and use, regulations concerning the importing and exporting of uranium and environmental
protection regulations. The future effects of these factors cannot be accurately predicted, but any one or a combination of these factors
could materially affect our financial position and results of operations.
****
**A reduction in purchases of uranium by electric
utilities for any reason would adversely affect the viability of our business as the only significant market for uranium is nuclear power
plants world-wide and the number of customers is limited.**
We are dependent on a limited number of electric
utilities that buy uranium for nuclear power plants. Because of the limited market for uranium, a reduction in purchases of newly produced
uranium by electric utilities for any reason (such as plant closings) would adversely affect the viability of our business.
****
**Problems with the availability, condition
and maintenance of adequate infrastructure could adversely affect our business.**
Mining, processing, development and exploration
activities depend, to a substantial degree, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important
determinants affecting capital and operating costs. We consider the existing infrastructure to be adequate to support our currently proposed
operations. However, unusual or infrequent weather phenomena, sabotage, or government or other interference in the maintenance or provision
of such infrastructure could adversely affect our operations, financial condition and results of operations.
****
18
****
**We do not currently own or have access to
a mill and therefore will be dependent on third parties for the milling facilities needed for any future milling activities, which may
not be available on favorable terms or at all.**
We currently do not have a mill of our own for
any of our Properties. If we are able to develop a resource large enough and at a sufficient level of grade at one or several of our Properties,
then our intention is to attempt to build a mill in the future at such Properties. There is no guarantee that we will be able to do so
at satisfactory economic levels or that we wont face opposition from local communities, other governmental bodies or environmental
groups. This lack of a mill could result in increased costs and/or significant delays in, or interruption or cessation of, our business
activities. We could sell unprocessed uranium ore without utilizing a mill to process into yellowcake (U3O8); however,
this practice would likely generate lower revenues and profits.
****
**The price of alternative energy sources
affects the demand for and price of uranium, thereby materially adversely affecting our business, results of operation and financial condition.**
The attractiveness of uranium as an alternative
fuel to generate electricity may be dependent on the relative prices of oil, gas, wind, solar, coal and hydro-electricity and the possibility
of developing other low-cost sources of energy. If the prices of alternative energy sources decrease or new low-cost alternative energy
sources are developed, the demand for uranium could decrease, which may result in a decrease in the price of uranium thereby materially
adversely affecting our business, results of operation and financial condition.
****
**The title to our mineral property interests
may be challenged. A successful challenge to the precise area and location of our claims could result in us being unable to operate on
our Properties as permitted or being unable to enforce our rights with respect to our Properties.**
Although we have taken reasonable measures to
ensure proper title to our interests in our Properties, there is no guarantee that the title to any of such interests will not be challenged.
No assurance can be given that we will be able to secure the grant or the renewal of existing mineral rights and tenures on terms satisfactory
to us, or that governments in the jurisdictions in which we operate will not revoke or significantly alter such rights or tenures or that
such rights or tenures will not be challenged or impugned by third parties, including local governments, aboriginal peoples or other claimants.
Our Properties may be subject to prior unregistered agreements, transfers or claims, and title may be affected by, among other things,
undetected defects. A successful challenge to the precise area and location of our claims could result in us being unable to operate on
our Properties as permitted or being unable to enforce our rights with respect to our Properties.
****
**Due to the nature of our business, we may
be subject to legal proceedings which may divert managements time and attention from our business and result in substantial damage
awards.**
Due to the nature of our business, we may be subject
to numerous regulatory investigations, securities claims, civil claims, lawsuits and other proceedings in the ordinary course of our business.
The outcome of these proceedings may be uncertain and subject to inherent uncertainties, and the actual costs to be incurred will depend
on many unknown factors. We may be forced to expend significant resources in the defense of these proceedings, and we may not prevail.
Defending against these and other proceedings and lawsuits in the future may not only require us to incur significant legal fees and expenses
but may become time-consuming for us and detract from our ability to fully focus our internal resources on our business activities. The
results of any legal proceeding cannot be predicted with certainty due to the uncertainty inherent in litigation, the difficulty of predicting
decisions of regulators, judges and juries and the possibility that decisions may be reversed on appeal. There can be no assurances that
these matters will not have a material adverse effect on our business, results of operation or financial condition.
****
**Competition from better-capitalized companies
may affect our ability to acquire new properties and qualified personnel.**
There is global competition for uranium assets,
properties, capital, customers and the employment and retention of qualified personnel. In the production and marketing of uranium, there
are a number of producing entities, some of which are government controlled and all of which are significantly larger and better capitalized
than we are. Many of these organizations also have substantially greater financial, technical, manufacturing and distribution resources
than we have.
Our future uranium production may also compete
with uranium recovered from the de-enrichment of highly enriched uranium obtained from the dismantling of UnitedStates and Russian
nuclear weapons and imports to the UnitedStates of uranium from the former Soviet Union and from the sale/barter of uranium inventory
held by the UnitedStates Department of Energy. Import competition from state-owned uranium enterprises and the non-market business
practices of Russia, Kazakhstan, Uzbekistan, and China, unless addressed, will continue to impact U.S.civilian nuclear reactor supply
decisions in sourcing nuclear fuel. In addition, there are numerous entities in the market that compete with us for properties and are
attempting to become licensed to operate in situ recovery or underground mining facilities. If we are unable to successfully compete for
assets, properties, capital, customers or qualified employees or with alternative uranium sources, it could have a materially adverse
effect on our business, results of operations and financial condition.
****
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**Because we have limited capital, inherent
mining risks pose a significant threat to us compared to our larger competitors.**
Because we have limited capital, we may be unable
to withstand significant losses that can result from inherent risks associated with mining, including environmental hazards, industrial
accidents, flooding, earthquake, interruptions due to weather conditions and other acts of nature which larger competitors could withstand.
Such risks could result in damage to or destruction of our infrastructure and production facilities, as well as to adjacent properties,
personal injury, environmental damage and processing and production delays, causing monetary losses and possible legal liability. Our
business could also be harmed if we lose the services of our key personnel.
Our business and mineral exploration programs
depend upon our ability to retain and employ the services of geologists, engineers and other experts as subcontractors and/or as employees.
In operating our business and in order to continue our programs, we compete for the services of professionals with other mineral exploration
companies and businesses. Our ability to maintain and expand our business and continue our exploration programs may be impaired if we
are unable to continue to engage or employ those parties currently providing services and expertise to us or identify and engage or employ
other qualified personnel to do so in their place. The number of available qualified mining subcontractors is limited, and there is no
assurance that we will be able to engage or retain the subcontractors needed to carry out our current or future business plans. To retain
key employees, we may also face increased compensation costs, including potential new stock incentive grants, and there can be no assurance
that the incentive measures we implement will be successful in helping us retain our key personnel.
****
**We may experience difficulty retaining and
attracting qualified management, which could have a material adverse effect on our business and financial conditions.**
We are dependent on a small number of key management
personnel, including our Executive Chairman, Chief Executive Officer, Chief Financial Officer and certain members of our exploration team.
The loss of any such personnel could have a material adverse effect on us. We do not maintain life insurance policies on our key management
personnel, and we may not be able to hire a suitable replacement for any such individual on favorable terms, should that become necessary.
****
**If we fail to maintain proper and effective
internal controls, our ability to produce accurate and timely consolidated financial statements could be impaired, which could harm our
operating results, our ability to operate our business and investors views of us.**
Ensuring that we have adequate internal financial
and accounting controls and procedures in place so that we can produce accurate consolidated financial statements on a timely basis is
a costly and time-consuming effort that will need to be evaluated frequently. Section404 of the U.S.Sarbanes-Oxley Act requires
public companies to conduct an annual review and evaluation of their internal controls. Our failure to maintain the effectiveness of our
internal controls in accordance with the requirements of the Sarbanes-Oxley Act could have a material adverse effect on our business.
We could lose investor confidence in the accuracy and completeness of our financial reports, which could have an adverse effect on the
price of our Common Shares.
****
**Cybersecurity incidents or failures of our
information systems could adversely affect our business.**
Our business operations depend in part on the
use of information technology systems and third-party service providers that store, process and transmit sensitive information and support
our operational and administrative functions. These systems and networks may be vulnerable to cybersecurity threats, including unauthorized
access, malware, ransomware, phishing attacks, system disruptions and other cyber-related incidents.
A cybersecurity incident affecting our systems
or those of our third-party service providers could result in unauthorized access to, or disclosure, modification or destruction of confidential
information, including proprietary, financial or operational data. Such incidents could disrupt our business operations, impair our ability
to operate our systems effectively, result in the loss of critical data, expose us to regulatory investigations, litigation or liability,
and harm our reputation with investors, business partners and other stakeholders.
In addition, the techniques used by cyber attackers
are constantly evolving and may not be recognized until after an incident has occurred. While we seek to implement measures designed to
safeguard our information systems and data, there can be no assurance that these measures will be effective in preventing cybersecurity
incidents. Any significant cybersecurity event could have a material adverse effect on our business, financial condition and results of
operations.
****
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**Risks Related to Economic, Political, and Legal
Matters**
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**Due to our operations in emerging market
countries, our financial condition and results of operations may be impacted by factors that are inherent in emerging markets.**
There are certain economic risks that are inherent
in any investment in emerging market countries such as Colombia and Argentina. Economic instability in Colombia, Argentina and in other
Latin American and emerging market countries has been caused by many different factors, including but not limited to the following:
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| high interest rates; |
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| currency fluctuations; |
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| high levels of inflation; |
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| exchange controls; |
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| wage and price controls; |
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| sporadic or organized crime; |
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| changes in economic or tax policies; |
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| the imposition of trade barriers; |
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| changes of the government in office; and |
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| internal security issues such as civil unrest. |
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Any of these factors could have an adverse impact
on our business, results of operation and financial condition.
****
**Our financial condition and results of operations
are dependent on the economic and political developments in Latin American countries such as Colombia and Argentina.**
The Berlin Project is located in Colombia; consequently,
the project is dependent upon the performance of the Colombian economy. The Argentina Projects are located in Argentina, where the success
of those projects are dependent upon the performance of the Argentinean economy. As a result, our business results of operations and financial
condition may be affected by the general conditions of the Colombian and Argentinean economies, price instabilities, currency fluctuations,
inflation, interest rates, regulation, taxation, social instabilities, political unrest and other developments in or affecting Colombia
or Argentina over which we have no control. In addition, our exploration and any production activities may be affected in varying degrees
by political stability and government regulations relating to the industry.
In the past, both Colombia and Argentina have
experienced periods of weak economic activity and deterioration in economic conditions. We cannot assure that such conditions will not
return or that such conditions will not have a material adverse effect on our business, results of operations or financial condition.
Our business, results of operations and financial
condition may also be affected by changes in the political climate in Colombia and Argentina to the extent that such changes affect the
nations economic policies, growth, stability or regulatory environment. Exploration may be affected in varying degrees by government
regulations with respect to restrictions on future exploitation and production, price controls, export controls, foreign exchange controls,
income taxes, wealth taxes, expropriation of property, environmental and social legislation and site safety. There can be no assurance
that the government of Colombia and the government of Argentina will continue to pursue business-friendly and open-market economic policies
or policies that stimulate economic growth and social stability. Any changes in the Colombian or Argentinean economies or the economic
policies of the governments of Colombia or Argentina, in particular as they relate to the mining industry, may have a negative impact
on our business, results of operations and financial condition.
No assurances can be given that our plans and
operations will not be adversely affected by future developments in Colombia and Argentina. Our Properties and proposed exploration activities
in Colombia and Argentina are subject to political, economic and other uncertainties, including the risk of expropriation, nationalization,
renegotiation or nullification of existing contracts, mining licenses and permits or other agreements, changes in laws or taxation policies,
currency exchange restrictions, changing political conditions, and international monetary fluctuations. Future government actions concerning
the economy, taxation, or the operation and regulation of nationally important facilities such as mines, could have a significant effect
on us.
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The governments of Colombia and Argentina have
historically exercised substantial influence over the economy, and their policies are likely to continue to have a significant effect
on companies operating in Colombia and Argentina, including us.
In Colombia, on June19, 2022, a new federal
government was formed under the newly elected president, Gustavo Petro. President Petro has pledged to reduce poverty, improve access
to education and healthcare and protect the environment and is implementing a national development plan that aims to cut the percentage
of the population living in extreme poverty. The actions of Colombias President relating to the economy may negatively affect our
operations.
In Argentina, on December10, 2023, a new
government led by Javier Milei was elected. President Milei has promised to lead a pro-business, inflation-reducing platform of government
aimed to bring in foreign investment across many of Argentinas historically strong business sectors, of which mining holds a formidable
position. Argentinas Presidents actions relating to the economy may negatively affect our operations.
Any changes in regulations or shifts in political
attitudes in Colombia or Argentina are beyond our control and may adversely affect our business. Exploration may be affected in varying
degrees by government regulations with respect to restrictions on future exploitation and production, price controls, export controls,
foreign exchange controls, income and/or mining taxes, expropriation of property, environmental legislation and permitting and mine and/or
site safety.
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**We may be subject to seizure or expropriation
of assets, which could have a material adverse effect on our business, results of operations and financial condition.**
Pursuant to Article58 of the Political Constitution
of Colombia of 1991, the Government of Colombia can exercise its eminent domain powers in respect of our Properties in Columbia in the
event such action is required in order to protect public interests. According to Law 388 of 1997, eminent domain powers may be exercised
through: (i)an ordinary expropriation proceeding (*expropriacion ordinaria*), (ii)an administrative expropriation (*expropriacion
administrativa*) or (iii)an expropriation for war reasons (*expropiacion en caso de guerra*). We would be entitled to a
fair indemnification for the expropriated assets. However, indemnification may be paid in some casesyears after the asset is effectively
expropriated. Furthermore, the indemnification may be lower than the price for which the expropriated asset could be sold in a free-market
sale or the value of the asset as part of an ongoing business.
In a similar vein, the taking of property by nationalization
or expropriation without adequate compensation is a risk in Argentina as well. In May2012, the previous government of Argentina
re-nationalized Repsol YPF SA, the countrys largest oil and gas company. There can be no assurances that the government of Argentina
will not nationalize other businesses operating in the country, including our business in Argentina. If any portion of our assets are
expropriated or nationalized, there can be no assurances that we would receive payment equal to their fair market value. Nationalization
of any of our assets in Argentina could have a material adverse effect on our business, results of operations and financial condition.
****
**The local legal and regulatory systems in
which our Properties exist may lead to uncertainties with respect to licenses and agreements for our business.**
Some of the jurisdictions in which we operate
may have different or less developed legal systems than the UnitedStates or Canada, which may result in risks such as:
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| ineffective legal redress in the courts of such jurisdictions,
whether in respect of a breach of law or regulation; |
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| it being more difficult to obtain or retain title in an ownership
dispute; |
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| a higher degree of discretion on the part of governmental
authorities; |
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| the lack of judicial or administrative guidance on interpreting
applicable rules and regulations; |
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| inconsistencies or conflicts between and within various laws,
regulations, decrees, orders and resolutions; and |
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| relative inexperience of the administrative entities, judicial
entities and courts in such matters. |
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In certain jurisdictions the commitment of local
business people, government officials and agencies and the judicial systems to abide by legal requirements and negotiated agreements may
be more uncertain, creating particular concerns with respect to licenses and agreements for our business. These licenses and agreements
may be susceptible to revision or cancellation and legal redress may be uncertain or delayed.
****
22
****
**Unauthorized mining and illegal activities
pose a safety, security, social and environmental risk to the mining industry and our business and operations.**
The mining industry in Colombia is subject to
incursions by illegal miners who gain unauthorized access to mines to steal ore mainly by manual mining methods. In addition to the risk
of losses and disruption of operations, these illegal miners pose a safety, security, social and environmental risk. These incursions
and illegal mining activities can potentially compromise underground structures, equipment and operations, which may lead to production
stoppages, affect our ability to conduct business and require considerable investments in security and control measures.
The mining industry in Argentina tends to occur
is remote areas of the country, where illegal mining is less typical due to low population concentrations. However, illegal mining activity
has been known to occur, especially for high-value and relatively easier to process materials such as precious metals, rather than more
sensitive materials such as uranium, rare earths and some base metals like copper. Any incursion or illegal mining activities can potentially
compromise underground structures, equipment and operations, which may lead to production stoppages, affect our ability to conduct business
and require considerable investments in security and control measures.
****
**Colombia and Argentinas mining industries
are less developed than the mining industry in the UnitedStates or Canada, which may cause our exploration and operating activities
to take longer to complete and become more expensive.**
Our operations involve substantial costs and are
subject to certain risks because the mining industries in the countries in which we operate are less developed. The mining industry in
Colombia and Argentina are not as efficient or developed as the mining industry in the UnitedStates or Canada. As a result, our
exploration and operating activities may take longer to complete and may be more expensive than similar operations in the UnitedStates
or Canada. The availability of technical expertise, specific equipment and supplies may be more limited than in the UnitedStates
or Canada. We expect that such factors will subject our operations to economic and operating risks that may not be experienced in the
UnitedStates or Canada.
****
**Guerilla and other criminal activity in
Colombia, as well as the perception of such criminal activity, may hinder our ability to access capital in a timely and cost-effective
manner and may have a negative effect on us, our employees, financial condition and results of operations.**
Colombia has experienced, and continues to experience,
internal security issues, primarily due to the activities of guerrilla groups, drug cartels and criminal gangs. In rural regions of the
country with minimal governmental presence, these groups have exerted influence over the local population, assassinated local social leaders,
and funded their activities by protecting and rendering services to drug traffickers and participating in drug trafficking activities.
Certain areas in which we operate have been historically impacted by the activities of these groups. Even though the Colombian governments
programs and policies have reduced guerrilla and criminal activity, particularly in the form of terrorist attacks, homicides, kidnappings
and extortion, such criminal activity persists in Colombia. Possible escalation of such activity and the effects associated with it may
have a negative effect on the Colombian economy and on us, our employees, financial condition and results of operations.
Additionally, the perception that matters have
not improved in Colombia may hinder our ability to access capital in a timely or cost-effective manner. There can be no assurance that
continuing attempts to reduce or prevent guerilla, drug trafficking or criminal activity will be successful or that guerilla, drug trafficking
or criminal activity will not disrupt our operations in the future.
****
**There can be no assurance that all permits
that we require will be obtainable on reasonable terms, or at all. Delays or a failure to obtain such permits, or a failure to comply
with the terms of any such permits that we have obtained, could have a material adverse impact on us.**
Our current and future operations, including development
activities and commencement of production, if warranted, are subject to government legislation, policies and controls relating to exploration,
development, production, environmental protection, including sensitive plant and animal species, preservation of antiquities and resources
of cultural heritage, mining taxes and labor standards. In order for us to carry out our current and future operations, various licenses
and permits must be obtained and kept current. Costs related to applying for and obtaining permits and licenses may be prohibitive and
could delay our planned exploration and development activities. There is no guarantee that our licenses and permits will be granted, or
that once granted will be maintained and extended. In addition, the terms and conditions of such licenses or permits could be changed
and there can be no assurances that any application to renew any existing licenses or permits will be approved. There can be no assurance
that all licenses or permits that we require will be obtainable on reasonable terms, or at all. Delays or a failure to obtain such licenses
or permits, or a failure to comply with the terms of any such licenses or permits that we have obtained, could have a material adverse
effect on us. We may be required to contribute to the cost of providing the required infrastructure to facilitate the development of our
Properties and will also have to obtain and comply with permits and licenses that may contain specific conditions concerning operating
procedures, water use, waste disposal, spills, environmental studies, abandonment and restoration plans and financial assurances. There
can be no assurance that we will be able to comply with any such conditions and non-compliance with such conditions may result in the
loss of certain of our permits and licenses for our Properties, which may have a material adverse effect on our business, results of operations
and financial condition.
****
23
****
**We expect to make significant expenditures
to comply with the extensive laws and regulations governing the protection of the environment, waste disposal, worker safety, mine development
and protection of endangered and other special status species, and, to the extent reasonably practicable, to create social and economic
benefit in the surrounding communities near our Properties, but there can be no guarantee that these expenditures will ensure our compliance
with applicable laws and regulations and any non-compliance may have a material and adverse effect on us.**
Our operations are subject to various health and
safety laws and regulations that impose various duties on us in respect of our operations, relating to, among other things, worker safety
and the surrounding communities. These laws and regulations also grant the relevant authorities broad powers to, among other things, close
unsafe operations and order corrective action relating to health and safety matters. The costs associated with the compliance with such
health and safety laws and regulations may be substantial and any amendments to such laws and regulations, or more stringent implementation
thereof, could cause additional expenditure or impose restrictions on, or suspensions of, our operations. We expect to make significant
expenditures to comply with the extensive laws and regulations governing the protection of the environment, waste disposal, worker safety,
mine development and protection of endangered and other special status species, and, to the extent reasonably practicable, to create social
and economic benefit in the surrounding communities near our Properties, but there can be no guarantee that these expenditures will ensure
our compliance with applicable laws and regulations and any non-compliance may have a material and adverse effect on our business, results
of operations and financial condition.
****
**The environmental laws applicable to us
and our operations could cause significant additional expense, capital expenditures, restrictions and delays in our operations.**
Our operations are subject to the extensive environmental
risks inherent in the mining industry. Our current or future operations, including development activities, commencement of production,
if warranted, potential mining and processing operations and exploration activities require permits from various governmental authorities
and such operations are and will be governed by laws and regulations governing prospecting, development, mining, production, exports,
taxes, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other
matters.
Companies engaged in the development and operation
of mines and related facilities generally experience increased costs, and delays in production and other schedules as a result of the
need to comply with applicable laws, regulations and permits. Existing and future environmental legislation, regulations and actions could
cause significant additional expense, capital expenditures, restrictions and delays in our operations. There are certain risks inherent
in our operations such as accidental spills, leakages or other unforeseen circumstances, which could subject us to extensive liability.
In addition, we cannot assure that any illegal miners operating on our properties are in compliance with applicable environmental laws
and regulations. Any violations by such miners could result in liability for us.
Failure to comply with applicable laws, regulations,
and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities
causing operations to cease or be curtailed or the termination of mineral rights, and may include corrective measures requiring capital
expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations may be required to compensate
those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations
of applicable laws or regulations. Amendments to current laws, regulations and permits governing operations and activities of mining companies,
or more stringent implementation thereof, could have a material adverse impact on our business and cause increases in capital expenditures
or production costs or reductions in levels of production at producing properties or require abandonment or delays in development of mining
properties.
****
**Breaches of environmental laws (whether
inadvertent or not) or environmental pollution may materially and adversely affect our business, results of operations and financial condition.**
The mining and mineral processing industries are
subject to extensive governmental regulations for the protection of the environment, including regulations relating to air and water quality,
mine reclamation, solid and hazardous waste handling and disposal and the promotion of occupational health and safety, which may adversely
affect us or require us to expend significant funds in order to comply with such regulations. There is also a risk that environmental
and other laws and regulations may become more onerous, making it more costly for us to remain in compliance with such laws and regulations,
which could result in the incurrence of additional costs and operational delays or the failure of our business.
These environmental regulations require us to
obtain various operating approvals and licenses and also impose standards and controls relating to exploration, development and production
activities. Mining projects are required to prepare a reclamation plan and provide financial assurance to ensure that the reclamation
plan is implemented upon completion of operations. Compliance with federal, department, provincial, municipal and local regulations could
result in delays in beginning or expanding operations, incurring additional costs for cleanup of hazardous substances, payment of penalties
for discharge of pollutants, and post-mining reclamation and bonding, all of which could have an adverse impact our results of operations
and financial condition.
24
There is no assurance that future changes in environmental
regulation, if any, will not adversely affect our operations. Environmental hazards may exist on the properties on which we hold interests
which are unknown to us at present and which have been caused by previous or existing owners or operators of the properties, and which
may result in the payment of fines and clean-up costs by us and may adversely affect our operations.
We cannot give any assurances that breaches of
environmental laws (whether inadvertent or not) or environmental pollution will not materially and adversely affect our results of operation
and financial condition. There is no assurance that any future changes to environmental regulation, if any, will not adversely affect
us.
****
**Certain Canadian laws could delay or deter
a change of control.**
Limitations on the ability to acquire and hold
our Common Shares may be imposed by the *Competition Act* in Canada. This legislation permits the Commissioner of Competition of
Canada to review any acquisition of a significant interest in us. The legislation grants the Commissioner jurisdiction to challenge such
an acquisition before the Canadian Competition Tribunal if the Commissioner believes that it would, or would be likely to, result in a
substantial lessening or prevention of competition in any market in Canada. Further, the *Investment Canada Act* subjects an acquisition
of control of a company by a non-Canadian entity to government review if the value of our assets, as calculated pursuant to the legislation,
exceeds a threshold amount. A reviewable acquisition may not proceed unless the relevant minister is satisfied that the investment is
likely to result in a net benefit to Canada. Any of the foregoing could prevent or delay a change of control and may deprive or limit
strategic opportunities for our shareholders to sell their Common Shares.
****
**To carry out reclamation obligations imposed
on us in connection with our potential development activities, we must allocate financial resources that might otherwise be spent on further
exploration and development programs. If we are required to carry out unanticipated reclamation work, our financial position could be
adversely affected.**
Land reclamation requirements are generally imposed
on mineral exploration companies (as well as companies with mining operations) in order to minimize long term effects of land disturbance.
Reclamation may include requirements to: control dispersion of potentially deleterious effluents; treat ground and surface water to preestablished
standards; and reasonably re-establish pre-disturbance land forms and vegetation.
To carry out reclamation obligations imposed on
us in connection with our potential development activities, we must allocate financial resources that might otherwise be spent on further
exploration and development programs. We plan to set up a provision for our reclamation obligations on our properties, as appropriate,
but this provision may not be adequate. If we are required to carry out unanticipated reclamation work, our financial position could be
adversely affected.
****
**Amendments to current laws, regulations
and permits governing operations and activities of mining companies, including environmental laws and regulations which are evolving in
Colombia and Argentina, or more stringent implementation thereof, could have a material adverse effect on us and could cause increases
in expenditures and costs, affect our ability to expand or transfer existing operations or require us to abandon or delay the development
of new properties.**
The mining industry in Colombia and Argentina
are subject to extensive controls and regulations imposed by various levels of government. All current legislation is a matter of public
record and we will be unable to predict what additional legislation or amendments may be enacted. Amendments to current laws, regulations
and permits governing operations and activities of mining companies, including environmental laws and regulations which are evolving in
Colombia and Argentina, or more stringent implementation thereof, could have a material adverse effect on us and could cause increases
in expenditures and costs, affect our ability to expand or transfer existing operations or require us to abandon or delay the development
of new properties.
The current Colombia mining code was enacted in
2001 and amended in 2010. The 2010amendment was declared unconstitutional in 2011 by the Constitutional Court of Colombia due to
inadequate consultations with ethnic communities prior to enactment. The Constitutional Court of Colombia, however, left it in force for
two moreyears (until May2013) for the government of Colombia to propose, and congress to approve, a new amendment. No new
amendment of the mining code was passed by May2013; therefore, the original 2001 mining code (without the 2010amendment) is
currently in force. However, the government of Colombia announced in 2014 its intention to introduce before congress a bill to amend the
2001 mining code, which has not yet occurred. In December2022, Colombias President, Gustavo Petro, proposed new reforms to
Colombias mining code. In September2023, Colombias Minister of Energy and Mines, Andrs Camacho, stated that
the upcoming bill to reform Colombias mining code will include changes to address issues including, without limitation, environmental
and social governance, territorial planning and artisanal and ancestral mining practices, planning resource use, modernizing Colombias
mining model, transitioning into productive economies, protecting artisanal and small-scale mining and generating scientific knowledge.
The reforms are also expected to include the creation of a state mining company. In January2024, Colombias government announced
that its congress intends to begin the debate on the new reforms to the mining laws in the first half of 2024. As of mid-2025, the government-led
reform process has completed most prior consultations with ethnic communities, and a draft bill is expected to be submitted to congress
once consultations are finalized.
25
Changes to the mining code and/or enactment of
news laws and regulations could include, without limitation, new rules and restrictions affecting applications for concessions and maintenance
of concessions, new environmental rules and restrictions, changes in the environmental licensing process (including environmental licenses
for mining exploration activities), introduction of new required licenses or other restrictions on exploration and mining activities,
regulations regarding access to information and participation of communities, and zoning and control regulations, any of which changes
or new enactments could have an material adverse effect on our business, results from operations and financial condition. The extent to
which our operations and the viability of our Properties will be affected by any reform to mining laws and regulations in Colombia or
Argentina is uncertain.
Additionally, we are potentially subject to stricter
mining legislation at the department level (similar to a state level in the UnitedStates or provincial level in Canada)
and municipal level of the Colombian government and the provincial and municipal level of the Argentinian government. While these lower
jurisdictions may be superseded by federal law, it is typical in Colombia and Argentina for lower jurisdictions to have greater influence
on mining activity.
****
**Global economic risks may affect our ability
to obtain adequate, reasonable and acceptable financing in the future.**
Recent global financial conditions have been characterized
by increased volatility and access to public financing, particularly for junior mineral exploration companies, has been negatively affected.
These conditions, which include potential disruptions due to government shutdowns, may affect our ability to obtain equity or debt financing
in the future on terms favorable to us or at all. If such conditions continue, our operations could be negatively affected.
****
**Risks Related to the Mining Industry**
****
**The degree of risk inherent in the mining
industry and the potential changes to the factors that impact us as a mining company, may have a negative impact on our business and operations.**
Mining operations generally involve a high degree
of risk. Our operations are subject to all the hazards and risks normally encountered in the exploration, development and production of
uranium and other minerals, including unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, flooding and
other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and
other production facilities, damage to life or property, environmental damage and possible legal liability. The financing, exploration,
development and mining of any of our Properties is furthermore subject to a number of macroeconomic, legal and social factors, including
commodity prices, laws and regulations, political conditions, currency fluctuations, the ability to hire and retain qualified people,
the inability to obtain suitable and adequate machinery, equipment or labor and obtaining necessary services in the jurisdictions in which
we operate. Unfavorable changes to these and other factors have the potential to negatively affect our operations and business.
****
**The unexpected expenses we may incur could
adversely impact our operations, financial condition and results of operations.**
Major expenses may be required to locate and establish
mineral reserves and resources, to develop metallurgical processes and to construct mining and processing facilities at a particular site.
Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads,
bridges, power sources and water supply are important determinants, which affect capital and operating costs. Unusual or infrequent weather
phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect our
operations, financial condition and results of operations. It is impossible to ensure that our planned exploration or development programs
planned will result in a profitable commercial mining operation.
****
**Interpretation of royalty agreements in
the jurisdictions of our Properties may have a material adverse effect on us and our operations.**
Royalty interests in our Properties, and any other
royalty interests in respect of the properties which we may acquire or develop, may be subject to uncertainties and complexities arising
from the application of contract and property laws in the jurisdictions where the mining projects are located. Operators and other parties
to the agreements governing royalty interests in our Properties may interpret their interests in a manner adverse to us, and we could
be forced to take legal action to enforce our rights. Challenges to the terms of such royalty interests or the existence of other royalties
could have a material adverse effect on our business, results of operations, cash flows and financial condition.
Disputes could arise with respect to, among other
things: the existence or geographic extent of the royalty interests; the methods for calculating royalties; third party claims to the
same royalty interest or to the property on which a royalty interest exists, or the existence of additional royalties on the same property;
various rights of the operator or third parties in or to a royalty interest; production and other thresholds and caps applicable to payments
of royalty interests; the obligation of an operator to make payments on royalty interests; various defects or ambiguities in the agreement
governing a royalty interest; and disputes over the interpretation of buy-back rights.
****
26
****
**Natural resource properties are largely
contractual in nature, which may require us to take legal action to enforce our contractual rights. Any proceedings or actions or any
decisions determined adversely us may have a material and adverse effect on our results of operations, financial condition and the trading
price of our Common Shares.**
Parties to contracts do not always honor contractual
terms and contracts themselves may be subject to interpretation or technical defects. Accordingly, there may be instances where we would
be forced to take legal action to enforce our contractual rights. Such litigation may be time-consuming and costly and there is no guarantee
of success. Any proceedings or actions or any decisions determined adversely to us may have a material and adverse effect on our business,
results of operations and financial condition.
****
**The fluctuations in the price of base metals
and in particular, the price of uranium and other REE may cause the price of our Common Shares to fluctuate or decline.**
The price of our Common Shares, our financial
results, and our access to the capital required to finance our exploration activities may in the future be adversely affected by declines
in the price of precious and base metals and, in particular, the price of uranium and other REE.Base metal prices fluctuate widely
and are affected by numerous factors beyond our control such as the sale or purchase of precious metals by various dealers, central banks
and financial institutions, interest rates, exchange rates, inflation or deflation, currency exchange fluctuation, global and regional
supply and demand, production and consumption patterns, speculative activities, increased production due to improved mining and production
methods, government regulations relating to prices, taxes, royalties, land tenure, land use and importing and exporting of minerals, environmental
protection, and international political and economic trends, conditions and events. If these or other factors continue to adversely affect
the price of base metals, the market price of our Common Shares may decline and our operations may be materially and adversely affected.
****
**Market fluctuations and commercial quantities
of minerals may affect their commercial viability thereby resulting in us not receiving adequate return on invested capital or having
our mineral projects rendered uneconomical.**
The market for minerals is influenced by many
factors beyond our control, including without limitation the supply and demand for minerals, the sale or purchase of precious metals by
various dealers, central banks and financial institutions, interest rates, exchange rates, inflation or deflation, currency exchange fluctuation,
global and regional supply and demand, production and consumption patterns, speculative activities, increased production due to improved
mining and production methods, government regulations relating to prices, taxes, royalties, land tenure, land use and importing and exporting
of minerals, environmental protection, and international political and economic trends, conditions and events. In addition, the metals
industry in general is intensely competitive and there is no assurance that, even if apparently commercial quantities and qualities of
precious or base metals are discovered, a market will exist for their profitable sale. Commercial viability of precious and base metals
and other mineral deposits may be affected by other factors that are beyond our control, including the particular attributes of the deposit
such as its size, quantity and quality, the cost of mining and processing, proximity to infrastructure, the availability of transportation
and sources of energy, financing, government legislation and regulations including those relating to prices, taxes, royalties, land tenure,
land use, import and export restrictions, exchange controls, restrictions on production, and environmental protection. It is impossible
to assess with certainty the impact of various factors that may affect commercial viability such that any adverse combination of such
factors may result in us not receiving an adequate return on invested capital or having our mineral projects be rendered uneconomic.
****
**Reserve estimates are subject to evaluation
uncertainties and there may be material differences between actual and estimated mineral resources and reserves, which may impact the
viability of our Properties.**
We currently do not have any mineral resources
or reserves. Mineral resource and reserve estimates will be based upon estimates made by our personnel and independent geologists. These
estimates are inherently subject to uncertainty and are based on geological interpretations and inferences drawn from drilling results
and sampling analyses and may require revision based on further exploration or development work. The estimation of mineral resources and
reserves may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant
issues. As a result of the foregoing, there may be material differences between actual and estimated mineral resources and reserves, if
any, which may impact the viability of our Properties.
The grade of mineralization which may ultimately
be mined may differ from that indicated by drilling results and such differences could be material. The quantity and resulting valuation
of mineral reserves and mineral resources may also vary depending on, among other things, mineral prices (which may render mineral reserves
and mineral resources uneconomic), cut-off grades applied and estimates of future operating costs (which may be inaccurate). Production
can be affected by such factors as permitting regulations and requirements, weather, environmental factors, unforeseen technical difficulties,
unusual or unexpected geological formations and work interruptions. Any material change in quantity of mineral resources, mineral reserves,
grade, or stripping ratio may also affect the economic viability of any project undertaken by us. In addition, there can be no assurance
that mineral recoveries in small scale, and/or pilot laboratory tests will be duplicated in a larger scale test under on-site conditions
or during production. To the extent that we are unable to mine and produce as expected, our business, results of operations and financial
condition may be materially and adversely affected.
****
27
****
**Certain non-governmental organizations that
oppose globalization, resource development and the mining industry may generate adverse publicity thereby having an adverse effect on
our reputation and financial condition.**
Our relationship with the communities in which
we operate is important to ensure the future success of our existing operations. While we believe our relationships with the communities
in which we operate are strong, there is an increasing level of public concern relating to the perceived effect of mining activities on
the environment and on communities impacted by such activities. Certain non-governmental organizations (NGOs), some of which
oppose globalization and resource development, are often vocal critics of the mining industry and its practices. Adverse publicity generated
by such NGOs or others related to extractive industries generally, or its operations specifically, could have an adverse effect on our
reputation or financial condition and may impact our relationship with the communities in which we operate. While we believe that we operate
in a socially responsible manner, there is no guarantee that our efforts in this respect will mitigate this potential risk.
****
**The competition we face in the mining industry
may make it more difficult for us to acquire additional mining properties, mining professionals, service and equipment.**
The mining industry is highly competitive in all
of its phases, both domestically and internationally. Our ability to acquire properties and develop mineral resources and reserves in
the future will depend not only on our ability to develop our Properties, but also on our ability to select and acquire suitable producing
properties or prospects for mineral exploration, of which there is a limited supply. We may be at a competitive disadvantage in acquiring
additional mining properties because we must compete with other individuals and companies, many of which have greater financial resources,
operational experience and technical capabilities than us. We may also encounter competition from other mining companies in our efforts
to hire experienced mining professionals. Competition could adversely affect our ability to attract necessary funding or acquire suitable
producing properties or prospects for mineral exploration in the future. Competition for services and equipment could result in delays
if such services or equipment cannot be obtained in a timely manner due to inadequate availability, and could also cause scheduling difficulties
and cost increases due to the need to coordinate the availability of services or equipment. Any of the foregoing effects of competition
could materially increase project development, exploration or construction costs, result in project delays and generally and adversely
affect our business and prospects.
****
**International trade agreements and policies
may affect the supply of uranium available to the market and may have a material adverse effect on the Companys business and operations.**
The international uranium industry is highly competitive.
We intend to market uranium to utilities in direct competition with supplies available from other mining companies, from excess inventories
(including inventories made available from the decommissioning of nuclear weapons), from reprocessed uranium and plutonium derived from
used reactor fuel and from the use of excess enrichment capacity to re-enrich depleted uranium tails. Increased supply of uranium from
competitive sources may have a material adverse effect on our business, results of operations and financial condition. The supply of uranium
from certain jurisdictions is, to some extent, impeded by a number of international trade agreements and policies. These agreements and
any future agreements, governmental policies or trade restrictions are beyond our control and may affect the supply of uranium available
to the market.
****
**We are susceptible to the risks inherent
in the nuclear energy sector.**
Nuclear energy competes with other sources of
energy, including oil, natural gas, coal and hydroelectricity. These other energy sources are to some extent interchangeable with nuclear
energy, particularly over the longer term. Sustained lower prices of oil, natural gas, coal and hydro-electricity may result in lower
demand for uranium concentrates. Furthermore, growth of the uranium and nuclear power industry will depend upon continued and increased
acceptance of nuclear technology as a means of generating electricity. Because of unique political, technological and environmental factors
that affect the nuclear industry, the industry is subject to public opinion risks which could have an adverse impact on the demand for
nuclear power and increase the regulation of the nuclear power industry. An accident at a nuclear reactor anywhere in the world could
impact the continuing acceptance of nuclear energy and the future prospects for nuclear power generation, which may have a material adverse
effect on us.
****
28
****
**The potential impacts of climate change
on us are uncertain and may materially and adversely impact our business, results of operations and financial condition.**
Climate change could have an adverse impact on
our operations. The potential physical impacts of climate change on our operations are highly uncertain, and would be particular to the
geographic circumstances in areas in which we operate. These may include changes in rainfall and storm patterns and intensities, water
shortages, changing sea levels and changing temperatures. These changes in climate could have an impact on the cost of development or
production of our Properties and adversely affect our results of operations and financial condition.
Regulations and pending legislation governing
issues involving climate change could result in increased operating costs, which could have a material adverse effect on our business.
A number of governments or governmental bodies have introduced or are contemplating regulatory changes in response to climate and its
potential impacts. Legislation and increased regulation regarding climate change could impose significant costs on us, our partners and
our suppliers, including costs related to increased energy requirements, capital equipment, environmental monitoring and reporting and
other costs to comply with such regulations. Any adopted climate change regulations could also negatively impact our ability to compete
with companies situated in areas not subject to such regulations. Given the emotion, political significance and uncertainty around the
impact of climate change and how it should be dealt with, we cannot predict how legislation and regulation will affect our results of
operations, financial condition and ability to compete. Furthermore, even without such regulation, increased awareness and any adverse
publicity in the global marketplace about potential impacts on climate change by us or other companies in the natural resources industry
could harm our reputation.
****
**Shortages of equipment and supplies may
hinder our ability to carry out operations.**
We are dependent on various supplies and equipment
to carry out our mining exploration and, if warranted, development operations. The shortage of such supplies, equipment and parts could
have a material adverse effect on our ability to carry out our operations and therefore limit, or increase the cost of, production.
****
**Risks Related to our Common Shares**
****
**We have never paid nor do intend to pay
dividends in the foreseeable future and, as a result, your ability to achieve a return on your investment will depend on appreciation
in the price of our Common Shares.**
We have not paid any dividends on our Common Shares
to date. Investors in our Common Shares cannot expect to receive a dividend in the foreseeable future, if at all. Accordingly, it is unlikely
that investors will receive any return on their investment in our Common Shares other than through possible Common Share price appreciation.
****
**Future issuances of our Common Shares or
securities convertible into, or exercisable or exchangeable for, our Common Shares, could cause the market price of our Common Shares
to decline and would result in dilution of your holdings.**
Future issuances of our Common Shares or securities
convertible into, or exercisable or exchangeable for, our Common Shares, could cause the market price of the Common Shares to decline.
In addition to the foregoing, as of the date hereof, we have outstanding options to purchase up to 858,000 Common Shares, underlying stock
options with a weighted-average exercise price of $3.89 per share, and warrants to purchase up to 2,916,500 Common Shares, of which 1,577,500
are exercisable at $1.00 per share and 1,339,000 are exercisable at $5.05 per share. As a result, some of our outstanding options and
warrants are in the money. We cannot predict the effect, if any, of future issuances of our securities. In all events, future
issuances of Common Shares would result in the dilution of your holdings. In addition, the perception that new issuances of our securities
could occur, or the perception that locked-up parties will sell their securities when the lock-ups expire, could adversely affect the
market price of the Common Shares.
****
**We are an emerging growth company,
and cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our Common Shares less attractive
to investors.**
We are an emerging growth company,
as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various
reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required
to comply with the auditor attestation requirements of Section404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding
executive compensation in periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory
vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We will remain an emerging
growth company until the earlier of: (i)the lastday of the fiscal year (a)following the fifth anniversary of the closing
of our initial public offering, (b)in which we have total annual gross revenue of at least $1.235billion or (c)in which
we qualify as a large accelerated filer, which, in addition to certain other criteria, means the market value of our common
equity that is held by non-affiliates exceeds $700million as of the end of the prior fiscal years second fiscal quarter or
(ii)the date on which we have issued more than $1billion in non-convertible debt securities during the prior three-year period.
Absent the foregoing circumstances, we would cease to be an emerging growth company on the lastday of the fiscal year following
the date of the fifth anniversary of our first sale of common equity securities under an effective registration statement (please note
that this Offering does not constitute a sale of securities under an effective registration statement). Finally, at any time we may choose
to opt-out of the emerging growth company reporting requirements. If we choose to opt out, we will be unable to opt back in to being an
emerging growth company. We cannot predict if investors will find our Common Shares less attractive because we may rely on these exemptions.
If some investors find our Common Shares less attractive as a result, there may be a less active trading market for our Common Shares
and the prices of our securities may be more volatile.
****
29
****
**We are asmaller reporting
company,and cannot be certain if the reduced reporting requirements applicable to smaller reporting companies will
make our Common Shares less attractive to investors.**
For so long as we remain a smaller reporting company,
we are permitted and intend to rely on exemptions from certain disclosure and other requirements that are applicable to other public companies
that are not smaller reporting companies, such as providing only twoyears of audited financing statements. We may continue to be
a smaller reporting company if either (i)the market value of our stock held by non-affiliates is less than $250million measured
on the last businessday of our second fiscal quarter or (ii)our annual revenue is less than $100million during the most
recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700million measured on the
last businessday of our second fiscal quarter.
If we are a smaller reporting company at the time
we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available
to smaller reporting companies. We cannot predict if investors will find the Common Shares less attractive because we may rely on these
exemptions. If some investors find the Common Shares less attractive as a result, there may be a less active trading market for the Common
Shares and the prices of our securities may be more volatile.
****
**We may be a passive foreign investment
company for the current taxable year and for one or more future taxableyears, which may result in materially adverse U.S.federal
income tax consequences for U.S.investors.**
If we are a passive foreign investment company
(PFIC) for any taxable year, or portion thereof, that is included in the holding period of a U.S.Holder (as defined
in Material U.S.Federal Income Tax Consequences To U.S.Holders below) of our Common Shares, such U.S.Holder
may be subject to certain adverse U.S.federal income tax consequences and additional reporting requirements. We believe that we
were classified as a PFIC for our taxable year ended December31, 2024 and, based on the current composition of our income and assets,
as well as current business plans and financial expectations, may be classified as a PFIC for our current and future taxableyears.
Any conclusion regarding PFIC status is a factual determination that must be made annually at the close of each taxable year and, thus,
is subject to change. In addition, even if we concluded we did not qualify as a PFIC, it is possible that the U.S.Internal Revenue
Service (the IRS) could assert, and that a court could sustain, a determination that we are a PFIC.Accordingly, there
can be no assurance that we will not be treated as a PFIC for any taxable year. Each holder of our Common Shares should consult its own
tax advisors regarding the PFIC rules and the U.S.federal income tax consequences of the acquisition, ownership, and disposition
of such securities.
****
**Our Common Shares may become subordinate
to future indebtedness or preferred shares, each with rights and preferences senior to our Common Shares.**
In the future, we may attempt to increase our
capital resources by offering debt securities or preferred shares. Upon a potential bankruptcy or liquidation, holders of our debt securities
or preferred shares, and lenders with respect to other borrowings we may make, may receive distributions of our available assets prior
to any distributions being made to holders of our Common Shares. Because our decision to issue debt securities or preferred shares in
any future offering, or borrow money from lenders, will depend in part on market conditions and other factors beyond our control, we cannot
predict or estimate the amount, timing or nature of any such future offerings or borrowings. Holders of our Common Shares must bear the
risk that any future offerings we conduct or borrowings we make may adversely affect the level of return they may be able to achieve from
an investment in our Common Shares, upon bankruptcy or otherwise.
****
**The price of our Common Shares will be subject
to market volatility.**
Our Common Shares are listed on the NYSE American
under the trading symbol JAGU.
We will have a limited trading history and may
be considered a micro-cap or small-cap company. Securities of micro-cap and small-cap companies have experienced substantial price and
volume volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved or
the value of the underlying assets. These factors include macroeconomic developments and political environments in North America and globally
and market perceptions of the attractiveness of particular industries. There is no assurance that the price of our Common Shares will
be unaffected by any such volatility. The price of our Common Shares is also likely to be significantly affected by short-term changes
in mineral and commodity prices or in our financial condition and results of operations as reflected in our financial statements. Other
factors unrelated to our performance that may have an effect on the price of our Common Shares include: (i)the extent of analytical
coverage available to investors concerning our business may be limited if investment banks with research capabilities do not follow our
securities; (ii)lessening in trading volume and general market interest in our securities may affect an investors ability
to trade significant numbers of Common Shares; (iii)the size of our public float may limit the ability of some institutions to invest
in our securities; (iv)a substantial decline in the price of our Common Shares that persists for a significant period of time could
cause our securities, if listed on an exchange, to be delisted from such exchange, further reducing market liquidity; and (v)the
sale of securities by major shareholders.
30
As a result of any of these factors, the market
price of our Common Shares at any given point in time may not accurately reflect our long-term value and our shareholders may experience
capital losses as a result of their investment in us. Securities class action litigation often has been brought against companies following
periods of volatility in the market price of their securities. We may in the future be the target of similar litigation. Securities litigation
could result in substantial costs and damages and divert managements attention and resources.
****
**Financial Industry Regulatory Authority
(FINRA) sales practice requirements may limit a shareholders ability to buy and sell the Common Shares.**
FINRA has adopted rules that require that in recommending
an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer.
Prior to recommending speculative, low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts
to obtain information about the customers financial status, tax status, investment objectives and other information. The FINRA
requirements may make it more difficult for broker-dealers to recommend that their customers buy the Common Shares, which may have the
effect of reducing the level of trading activity in the Common Shares. As a result, fewer broker-dealers may be willing to make a market
in the Common Shares, reducing a shareholders ability to resell the Common Shares.
****
**We have broad discretion in the use of the
net proceeds from our IPO and may not use them effectively.**
Our management will have broad discretion in the
application of the net proceeds designated to fund our capital expenditures on our Properties, acquire additional acreage leaseholds,
acquire additional producing properties and associated leaseholds, or for general corporate purposes, which are subject to change in the
future. Accordingly, you will have to rely upon the judgment of our management with respect to the use of these proceeds. Our management
may spend a portion or all of the net proceeds from our IPO in ways that holders of our Common Shares may not desire or that may not yield
a significant return or any return at all. The failure by our management to apply these funds effectively could harm our business. Pending
their use, we may also invest the net proceeds from the IPO in a manner that does not produce income or that loses value.
****
**It may not be possible for foreign investors
to enforce actions against us, and our directors and officers.**
We are a corporation organized under the laws
of the Province of British Columbia, our direct subsidiaries are organized under the laws of the BVI and the Province of Ontario, and
our indirect subsidiaries are incorporated under the laws of Colombia. All of our directors and executive officers reside outside of the
UnitedStates, and are based in Canada, France, and Peru. Because all or a substantial portion of our assets and the assets of these
persons are located outside of the UnitedStates, it may not be possible for foreign investors, including UnitedStates investors,
to effect service of process from the UnitedStates upon us or those persons, or to realize in the UnitedStates upon judgments
of UnitedStates courts predicted upon civil liabilities under the ExchangeAct or other UnitedStates laws. Furthermore,
it may not be possible to enforce against us foreign judgments obtained in courts outside of Canada based upon the civil liability provisions
of the securities laws or other laws in those jurisdictions.
****
**Certain parties have the right to nominate
directors to our board of directors, and their interests may conflict with ours or yours in the future.**
Pursuant to the Berlin Project SPA, (i)Green
Shift has the right to cause one nominee to be appointed to our board of directors and (ii)following the completion of a Liquidity
Event (including the IPO), Green Shift will have the right to have nominees of Green Shift appointed to our board of directors proportionate
to the combined shareholdings of Green Shift, rounded down. For example, if Green Shift holds 25% of our outstanding Common Shares, then
Green Shift will be entitled to have a number of nominees on our board of directors equal to 25% of the number of total directors of our
board of directors, i.e., if we have seven Board members, Green Shift will be entitled to appoint one Board nominee. Additionally, pursuant
to the IsoEnergy IRA, IsoEnergy has the right to nominate one director to our board of directors. As a result, Green Shift and IsoEnergy
and their board nominees have, and will have the ability, to exercise material influence over key corporate decisions, including the appointment
of our management, the entering into of mergers and similar transactions, sales of all or substantially all of our assets, and other extraordinary
transactions. They may also affect amendments to our Articles and Bylaws. In these matters, the interests of each of Green Shift and IsoEnergy,
may differ from or conflict with those of other investors.
****
31
****
**Restrictions on Common Share transfers and
issuances may limit shareholder flexibility and control.**
The terms and conditions of a Unanimous Shareholders
Agreement, dated March1, 2023, among us and each of our current shareholders party thereto (the Shareholders Agreement),
impose certain restrictions and grant certain rights related to the sale, transfer, or disposition of our Common Shares, which may affect
shareholder flexibility and control. These provisions include: (1)a right of first refusal that requires any shareholder that is
a party to the Shareholders Agreement and wishes to transfer their Common Shares to first offer them to us and then to the other
shareholders party to the Shareholders Agreement, who have the right to purchase the Common Shares on the same terms, which could
deter potential buyers and make it more difficult for a third party to acquire a controlling interest; (2)a requirement that shareholders
party to the Shareholders Agreement holding 60% or more of the Common Shares approve any increase or alteration in our issued or
authorized capital, such as issuing new Common Shares or creating new share classes, which may limit our ability to raise capital through
the issuance of additional Common Shares; and (3)drag-along rights permitting shareholders party to the Shareholders Agreement
Shareholders holding 75% or more of the Common Shares to compel other shareholders to sell their Common Shares in the event of a proposed
sale to a third party. While these drag-along rights facilitate certain transactions, they could force minority shareholders to sell their
Common Shares on terms they do not control. These provisions may discourage or delay potential acquisition offers or other corporate transactions
that might otherwise benefit minority shareholders.
However, the Shareholders Agreement will
terminate upon certain events, including (i)written consent from our board of directors and approval from at least 60% of voting
shareholders party to the Shareholders Agreement, (ii)our dissolution or bankruptcy, or (iii)the completion of a public
offering of our Common Shares. Therefore, the Shareholders Agreement has terminated upon completion of the initial public offering
in accordance with its terms.
|
Item 1B. | Unresolved Staff Comments | |
Not applicable.
|
Item 1C. | Cybersecurity | |
We recognize the importance of cybersecurity in
protecting our information systems and data. Cybersecurity threats pose risks to the confidentiality, integrity and availability of our
information systems and could adversely affect our business operations, financial condition and reputation.
****
**Managing Material Risks & Overall Risk
Management**
As an exploration-stage company with limited personnel
and information technology infrastructure, we rely primarily on third-party service providers and commercially available information technology
systems to support our operations and store and process our data. We seek to manage cybersecurity risk through management oversight of
our information systems and through the security features and safeguards provided by these third-party service providers and systems.
We periodically evaluate potential cybersecurity risks affecting our operations and consider enhancements to our cybersecurity practices
as our business and technology needs evolve.
To date, we have not experienced any cybersecurity
incidents that have materially affected, or are reasonably likely to materially affect, our business strategy, results of operations or
financial condition.
**Governance**
Our management is responsible for the assessment
and management of cybersecurity risks. Our Board oversees cybersecurity risk as part of its general oversight of the Companys risk
management processes. The Board administers this oversight directly as a whole and through its Audit Committee.
The Audit Committee assists the Board in fulfilling
its oversight responsibilities relating to risk assessment and management, including cybersecurity and other information technology risks.
In this role, the Audit Committee oversees managements implementation of cybersecurity risk management practices, including processes
for identifying, assessing and mitigating cybersecurity risks. Our executive management team reports to the Audit Committee on cybersecurity
matters from time to time, and at least annually.
For additional information regarding cybersecurity
risks, see Risk Factors in this Annual Report.
|
Item 2. | Properties | |
****
**The Berlin Project**
We have an interest in certain mineral concessions
located in Colombia in the municipality of Saman, Department of Caldas, known as the Berlin Project.
32
Mineral Property Location
Berlin Project is located on 53431.5N
745406.9W.
**
*Figure 1. Location of the Berlin Project*
*
Ownership Interests
On April8, 2024, we acquired a 100% indirect
interest in the Berlin Project pursuant to the Berlin Project SPA.Pursuant to the Berlin Project SPA, we acquired all of the issued
and outstanding shares of Gaia Energy from Green Shift on the Berlin Project Closing Date in consideration of (a)an initial cash
payment to Green Shift of C$20,000, (b)the issuance to Green Shift of 1,211,687 Common Shares, and (c)the grant of the Berlin
Project Royalty to Green Shift pursuant to the Berlin Project Royalty Agreement. The book value of our mineral properties in Colombia
as at December31, 2025 and 2024 is $4,000,000.
Qualified Person
The disclosure in this Annual Report on Form 10-K
of scientific and technical information regarding exploration results for the Berlin Project has been reviewed and approved by SLR, who
is an independent, qualified person under S-K 1300.
Internal Controls
Except for preliminary work performed by our environmental
contractor, we have conducted no exploration work or drill activities since acquiring the property and have no current mineral resources
or reserves at the Berlin Project that could be construed as being a potentially economic discovery. Furthermore, we have not commenced
exploration at the Berlin Project that involves drilling, sampling, or assaying, and therefore internal controls relating to quality assurance
and quality control (QA/QC) have not been necessary. However, prior to conducting exploration that involves drilling, sampling,
assaying, and the reporting of results from those activities, we will establish sampling and analytical QA/QC protocols consistent with
industry standards.
33
Berlin Project, Caldas, Colombia
*
*Figure 2. Location of the mineralization trend
relative to the mineral concession and the Berlin Project*
**
*Project Location and Access*
The Berlin Project is located in central Colombia
in the municipality of Saman, Department of Caldas, approximately 80km northeast (225 km by road) of the department capital,
Manizales, and approximately 150 km northeast (245 km by road) of the national capital, Bogot.
The two contiguous mineral concessions, Concession
Contract664-17 and Concession Contract736-17, on which portions of the Berlin Project lie cover an area approximately 9,053
ha in extent.
The Berlin Project can be accessed by road from
Bogot, Manizales, Pereira, Medelln, or Ibague, all of which have commercial airports. The Magdalena River is navigable
by barge from the town of La Dorada, 65 km southeast of the Berlin Project, to the port of Bocas de Ceniza, in Barranquilla on the Caribbean
coast. La Dorada is 190 km from Bogot and 170 km from Ibague. From La Dorada, a secondary unpaved road leads westwards to Berlin,
passing through the municipality of Norcasia. In addition, a railway line links the town of La Dorada to the port town of Santa Marta
on the Caribbean coast. The rail links between La Dorada and the capital, Bogot, and to the port of Buenaventura on the Pacific
coast, are part of the Master Railway Plan under which all rail systems are scheduled to be refurbished by 2030.
**
*Project Stage*
We have conducted no exploration work or drill
activities since acquiring the property and have no current mineral resources or reserves at the Berlin Project. However, historical exploration
has been conducted on the Berlin Project.
The exploration phase is granted for an initial
three-year period, that can be extended for twoyears for a maximum of four times (for a total exploration period of 11years).
The construction phase is granted for an initial three-year period, extendable for a one-year period. The exploitation phase is granted
for the remaining time such that the overall concession period does not exceed 30years, i.e. the initial exploitation phase is 30years
minus the exploration and construction periods.
Local Resources, Infrastructure and Physiography
**
*Local Resources*
Norcasia, 10 km from Berlin Project, is the closest
urban area to the Berlin Project, with a population of approximately 7,000 and offering shops, a hospital, and public transportation.
In 2010, U3O8 Corp. conducted a socio-economic analysis of the township of San Diego, which is part of the municipality of Saman.
The analysis reported approximately 4,200 inhabitants in the township within 32 settlements linked by dirt tracks, with no vehicular access.
The main socio-economic activity in the Berlin Project area is small-scale and subsistence agriculture and dairy. There is no mining in
the immediate area, so trained personnel would have to be hired elsewhere in Colombia, which has a source of experienced talent. The local
business sector would need significant training and investment for the development of support services appropriate for a future mine and
processing plant at Berlin Project.
**
34
**
*Infrastructure*
Except for a core storage facility located in
the village of Berlin, there are no permanent infrastructures at the Property. The Berlin Project is well situated between the capital
city of Bogot and Medelln, a city of over two million people near good existing infrastructure and within Colombias
agricultural heartland.
The Magdalena River is navigable by barge from
the town of La Dorada, 65 km southeast of the Berlin Project, to the port of Bocas de CenizaBarranquilla on the Caribbean
coast. The Magdalena River system has been dammed to provide hydropower at La Miel 395 MW hydroelectric dam, which is located approximately
12 km from the Project area and is a potential source of clean, renewable electricity for the operation. The energy consumed in the Berlin
Project will come from the sub-station of Norcasia (Figure4-3), which is distributed by the CHEC (Caldas Hydroelectric).
A railway line that links the town of La Dorada
to the port town of Santa Marta on the Caribbean coast was reopened in 2018 (Figure4-2). The railway linking La Dorada southeastwards
to Bogot, and southwestwards to the port of Buenaventura on the Pacific coast, form part of the Master Railway Plan under which
all rail systems are scheduled to be refurbished by 2030.
High rainfall and a rich tributary system guarantee
high volumes of quality water. The high rainfall, and the fact that the Project lies in the seismically active Andes, are concerns for
the stability of tailings facilities. Tenova (2013)contemplated a tailings storage facility (TSF) being located in the topographically
flat area in the rain shadow of the cordillera. There is ample flat land in a dry area that lies to the east of the proposed processing
plant site (Figure4-4). This is an area of limited agricultural value and has the benefit of being underlain by granite which forms
a stable footing. The plan in the PEA was for gravity flow of the tailings to the proposed TSF through a 14 km long pipeline.
**
*Physiography*
The Berlin Project lies in the eastern foothills
of the Colombian Central Range that is characterized by the steep topography between 850 m to 1,300 m masl. The foot of the mountain range
lies approximately 10 km east of Berlin Project where there is an abrupt change to the plain of the Magdalena River with savannah-style
vegetation.
The Berlin Project lies in a mountainous area
in which remnants of the original rainforest are confined to the higher topographic areas and steep river and stream valleys; however,
zones of grass and crops can also be seen. Extensive clearing has been undertaken for agriculture and pasture.
Property Claims and Option
We hold the Berlin Concession Contracts, which
are registered under Law 685 of 2001, titled to Gaia Energy. The Berlin Concession Contracts were granted for a 30-year term. Concession
contract applications 508202 and 508645 are currently being applied for by the Company.
Geology
**
*Regional geology*
The Berlin Project lies on the eastern flank of
Colombias Cordillera Central. The basement in the central part of the Cordillera Central consists of greenschist to lower amphibolite
facies metamorphic rocks correlated with the Precambrian to Early Mesozoic Cajamarca Complex (Brgl and Radelli, 1962; Moreno-Snchez
et al., 2008). According to Cediel et al. (2003), the Cajamarca Complex forms part of the Cajamarca-Valdivia terrane that consists of
graphitic schists, amphibolites, intrusive rocks and mafic to ultramafic volcanics of ophiolitic origin.
The Cajamarca-Valdivia terrane is a wedge-shaped
tectonic unit, tapering to the south, that was accreted onto the western edge of the paleo-South American continent in Ordovician-Silurian
time (Figure6-1, Cediel et al., 2003). In central Colombia, the Cajamarca-Valdivia terrane is sandwiched between the Eastern Cordillera
block in the east and the Dagua-Pion and San Jacinto terranes in the west. In contrast, in southern Colombia, the Cajamarca Complex
lies directly against the western edge of the Archaean Guyana Shield that extends from there throughout northern South America.
Part of the extensive rift system responsible
for the separation of North and South America in the Triassic and Jurassic extended through Colombia, Ecuador, and northern Peru (Jaillard
et al., 1990; Kerr et al., 1997). Associated half grabens were filled with growth sequences of clastic sediments and volcanic material
of dominantly andesitic composition. Evidence of igneous activity that accompanied this period of crustal extension is provided by the
metaluminous,I-type calc-alkaline Sonsn Batholith, which lies approximately 20 km west of the Berlin Project. The Sonsn
Batholith intruded rocks of the Cajamarca Complex.
35
An orogenic magmatic arc was developed along the
eastern flank of the Central Cordillera at approximately 120millionyears (Ma) (McCourt and Feininger, 1984), with major intrusions
of calc-alkaline affinity and compressional events at 112 7 Ma (McCourt and Feininger, 1984).
The sedimentary sequence that contains the mineralized
unit at the Berlin Project forms part of an upward-fining progression. The lower part of the stratigraphic sequence corresponds with alluvial
fan facies that is interpreted to have formed against fault scarps during early phases of rift development. The subaerial fan facies grades
upwards into finer-grained marine sands that are overlain by a limestone unit that passes upward into a black shale sequence which is
several hundred meters thick. Fossil bivalves and gastropods in the limestones indicate a late Albian (Early Cretaceous) age and, together
with ammonite fossils in the overlying black shale sequence, confirm a marine environment of deposition. This transgressive continental
to marine sequence forms part of a large basin that extends from Colombia through Ecuador into Peru and the black shales constitute an
important source for hydrocarbons in the region.
Cretaceous seafloor sequences of the Dagua-Pinon
terrane were accreted onto the western edge of the Cajamarca-Valdivia terrane in the Aptian to Paleocene. This accretion was accompanied
by intrusive activity, represented in the Berlin district by the Antioquia Batholith that has been dated at90-58 Ma (middle to late
Cretaceous; Cediel et al. 2003). It has a similar metaluminous,I-type, calc-alkaline composition to the Sonsn Batholith.
The Saman Batholith, which is also mid-
to late Cretaceous in age, is located immediately to the west of, and is intrusive into, the sedimentary sequence at the Berlin Project.
During the Oligocene through to the Pliocene,
several other terranes were accreted into the western seaboard of Colombia.
The Colombian Andes developed in response to roughly
east-west shortening in the mid-Pleistocene. Related deformation in the Berlin Project area resulted in the formation of the syncline
that hosts the mineralization in the Berlin Project area.
**
*Property geology*
The metamorphic basement in the vicinity of the
Berlin Project is assigned to the Cajamarca Complex (Maya and Gonzlez, 1995), which correlates with units known by other names
such as Cajamarca Series(Nelson, 1962), metamorphic rocks of the Cordillera Central (Feininger et al.,1972), Cajamarca Terrain (Etayo-Serna
et al., 1986) and Taham Terrain (Toussaint& Restrepo, 1988) (Figure6-2). The Cajamarca Complex, which consists
of greenschist-grade metamorphic rocks that had sedimentary and igneous protoliths (Nelson, 1957), is bounded by the Ot-Pericos
Fault on the eastern flank of the Cordillera Central and the Jernimo Fault in the Cauca River Valley on the west. Basement rocks
in the Berlin Project area consist of quartzsericite schist, graphitic schist, slate, and quartzite, locally with disseminated
pyrite that are considered of Early Paleozoic age (Brgl 1967).
The Abejorral Formation (Brgl and Radelli,
1962) is a Cretaceous sequence that is preserved in outliers in Department of Caldas and in the adjacent Antioquia Department to the north.
This formation is discordant over the rocks of the Cajamarca Complex and has a faulted contact with the Valle Alto Formation. Facies sequence
investigation by Gonzlez (1980)in the provinces of Antioquia and Caldas led to the interpretation of a shallow continental
shelf depositional environment with local euxinic conditions. The development of facies deposited in transitional and shallow shelf and
external shelf environments occurred in the Early Cretaceous (Etayo-Serna et al., 2003). Based on ammonites, Gonzlez (1980)concluded
that this formation is Late Aptian to Middle Albian in age. On a regional basis, the clastic component of the Abejorral Formation correlates
with the Caballos and Hollin formations, while the limestone and black shale sequence corresponds with the Simiti and overlying Villeta
and Napo formations of Pindell and Tabbutt (1995). Mineralization at Berlin occurs in limestone facies that occur immediately beneath
the black shale sequence that was correlated with the Abejorral Formation by Brgl and Radelli (1962).
The mineralized sequence at Berlin Project lies
between converging faults at the northern end of the Saman Batholith (Figure6-2). This igneous complex measures about 30
km north-south by approximately eight kilometers east-west. The rocks consist mainly of diorite and gabbro (approximately 60% of the complex)
with less extensive granodiorites, granites, and tonalities (Muoz, 1983). Barrero and Vesga (1976)obtained a K/Ar age of
119+/-10 Ma from hornblende in the Saman Batholith (BarremianAptian). Field relationships suggest that an alaskitic
component was emplaced late in the development of the igneous complex (Muoz, 1983). A contact metamorphic aureole extends approximately
30 m to 150 m into enclosing sedimentary rocks. Igneous rocks of the complex have a homogenous texture with local development of a cleavage
defined by the alignment of biotite plates. Except for the alaskite component, the rest of the complex is characterized by an abundance
of xenoliths of gabbro and basalt. Drilling has shown that the Cretaceous rocks in the Berlin Project were intruded by alaskitic dykes
and sills as well as granodiorites of Cenozoic age. The alaskite has an equigranular, phaneritic, holocrystalline texture and is composed
predominantly of plagioclase and quartz with minor biotite. Two intrusive stocks lie near the eastern margin of the Berlin syncline where
they intrude the Cretaceous sedimentary sequence. The stocks are mesocratic, porphyritic rocks that are made up of plagioclase, quartz,
and amphibole.
The cone-shaped volcanic vent that contains the
San Diego Lake on the north-eastern margin of the Cretaceous sequence in the Berlin area is surrounded by an apron of lithic tuffs that
have a polymictic clast assemblage which reflects the underlying stratigraphy.
36
A sedimentary sequence that corresponds to a transitional
continental-marine-lagoonal environment is found overlying discordantly the basement Cajamarca Group. Mineralization at Berlin is made
up of two types of host rock: the host lithology near surface is sandstone, while at depth, mineralization is confined to a carbonate
unit. This distribution is ascribed to the sandstone host being a weathered version of the primary facies in which carbonate has been
removed by oxidation related to weathering. Four zones (Cceres-Bottia, et. al., 2023) are recognized in the Berlin and these are
remarkably consistent throughout the Project:
****
|
| Zone A:a terrigenous lithology
(K1-Sj) of basal conglomerates interbedded with sandstones recorded the beginning of a back-arc extensional event at 150 Ma (Zapata et
al., 2019). The clasts present within the conglomerate layers consist mainly of mafic and intermediate igneous fragments, metamorphic
fragments, and milky white quartz. The upper part of this zone corresponds to a massive silicified, medium to coarse grain size, with
poorly sorted and subangular grains of sandstone. The average thickness of the entire ZoneA is 36 m (Naranjo, 1983). |
|
****
|
| Zone B:presents a gradation
contact with zone A and corresponds to a fossiliferous calcareous mudstone, with the presence of well-preserved bivalves and gastropods
deposited during basin deepening and the change to a marine environment that took place until Albian (100millionyears ago).
The upper part of this unit is defined by a major erosional surface where the different grain size is easily observable between zones
B and C.This disconformity marked not just the change to a compressional tectonic event but the lower limit of the mineralization. |
|
|
| Zone C:a muddy wackestone
with the presence of reworked fossil fragments, displaying wavy lamination and a high content of authigenic apatite and bitumen. This
is consistent with either the increasing water energy or probably the relative shallowing of the basin (Edelman-Furstenberg, 2009; Zapata
et al., 2019). This zone constitutes the mineralized level, which varies in thickness from 1 m to 3.5 m, with a maximum thickness of
9.2 m (in a drill hole) and 6.7 m (in a trench). |
|
|
| Zone D:the upper zone (b6-Be)
corresponds to a deformed black carbonaceous shale with bioclast, which may locally reach 600 m in thickness. This was deposited in a
lagoonal environment and is related to the enclosing of the marine basin caused by the accretion of the Romeral terrane and the uplifting
of the Cajamarca-Valdivia even Albian to Campanian (Zapata et al., 2019). |
|
A set of dikes and sills of andesitic to dacitic
composition are found injecting the metamorphic and sedimentary rocks described above. Leucocratic (alaskites) and esocratic (ranging
from tonalite to granodiorite) plutons are recognized as the Saman Igneous Complex, which is considered of Aptian-Albian age (11910
MaK/Ar in hornblende) according to Barrero and Vesga (1976).
**
*Structural Geology*
The Berlin Project is located within the zone
of influence of the Palestina Fault System that forms the western bounding structure to the Cretaceous sequence in the Berlin area. Dextral
displacement ranging from 0.5 km to 30 km occurred in the Late Cretaceous and the Paleogene with lesser displacement having occurred during
the Neogene and Recent (Page, 1986 and Feininger et al., 1972). The eastern margin of the Cretaceous sequence in the Berlin area is marked
by the San Diego Fault, which is a north-striking splay that merges with the Palestina Fault near the northern tip of the Cretaceous sequence
at Berlin.
The Cretaceous sedimentary sequence in which mineralization
in the Berlin Project occurs has been folded into a doubly-plunging syncline. The syncline is asymmetric with a steep to over-turned eastern
limb that dips to the east, while the western limb is moderately inclined to the east (Figure6-5).
East-dipping faults have been mapped along the
eastern margin of the syncline. In some areas, Palaeozoic schists are in faulted contact with the black mudstone, and kinematic indicators
show an east over west sense of motion. This is consistent with west-verging thrust faults eliminating parts of the overturned stratigraphic
sequence.
**
*Mineralization*
The Berlin Project primary mineralization is uranium,
but the deposit also contains a suite of high-value by-products:
|
| Phosphate: Agricultural Fertilizer and Lithium Ion Batteries:The
Berlin Project contains phosphate, which was traditionally principally used in the agricultural fertilizer industry. Phosphate has become
a key component of lithium-ion batteries, specifically lithium ferro-phosphate batteries. |
|
|
| Vanadium: Steel Alloy and Vanadium Redox Batteries:Vanadium
is used principally in an alloy that increases the strength and flexibility of steel and for vanadium redox flow batteries that are large-scale
batteries that most manufacturers guarantee for 20 to 25years. |
|
****
|
| Nickel: Steel Alloy and Lithium Ion Batteries:Stainless
steel is the main market for nickel, with growing demand from the lithium-ion battery market (for nickel-cobalt-aluminum (NCA)
and nickel-manganese-cobalt (NMC) batteries). NCA batteries are 80% nickel, while NMC batteries use 33% nickel with
newer types using an increasing nickel component. |
|
****
37
****
|
| REEs: Magnets and Laser Technology:Berlin
also contains REEs neodymium and yttrium that are used in many hi-tech industries: (i)Neodymium is used in high-strength magnets
used in high-strength magnets for high-efficiency electric motors and for high-efficiency generators in wind turbines and (ii)Yttrium
is used principally in laser technology and is used to generate red phosphors in TV screens, monitors and mobile phones, as well as in
the production of superconductors and electronic filters. |
|
|
| Rhenium: Superalloy:Rhenium
is added to high-temperature superalloys that are used to make jet engine parts, this accounting for 70% of the worldwide rhenium production.
Another major application is in platinumrhenium catalysts, which are primarily used in making lead-free, high-octane
gasoline. |
|
|
| Molybdenum and Zinc: Steel Alloys:The
Berlin Project also contains molybdenum and zinc that could have a modest contribution to the future economics of the Project. Molybdenum
is used in steel alloys to increase strength, hardness, electrical conductivity and resistance to corrosion and wear. Zinc is most commonly
used as an anti-corrosion agent and galvanization coating of iron or steel. |
|
**
*Deposit Types*
The Berlin Project is classified as an epigenetic
stratiform sandstone deposit. The Berlin Project deposit in central Colombia consists of a layer of phosphate rock in a layered sedimentary
sequence that contains an unusual mix of metals including uranium, nickel, vanadium, molybdenum, manganese, zinc, and REEs.
Uranium and vanadium strata-bound mineralization
at the Berlin Project corresponds to an epigenetic event that occurred in a muddy wackestone with the presence of reworked fossil fragments.
The black shale of the Abejorral Formation was the source of uranium and vanadium, which were remobilized by diagenetic processes. Geochemical
characteristics of the diagenetic fluids had to be oxidized, alkaline, and carbonate-rich coupled with humic acids with strong anions
such as F-, Cl-, CO32- and PO43- at temperatures below 200C, to be effective for the transport of the elements of interest. Zone
C acted as an efficient chemical trap that allowed authigenic apatite, uraninite, sphalerite, and chernykhite to precipitate with the
aid of reductant agents such as H2S and other organic complexes.
Exploration History
Uranium was identified in phosphatic strata in
a regional radiometric prospecting program undertaken by the Colombian Instituto de Asuntos Nucleares (**IAN**) between
1977 and 1983.
**
*Minatome*
From 1979 to 1981, Minatome, which has now been
incorporated into Orano, undertook exploration on mineral concessions that covered the Berlin Project deposit. After Minatome, obtained
permission from IAN to explore the Berlin Project area, it identified a sedimentary unit near the base of the Cretaceous sequence as having
significant uranium grade.
Minatome performed rock chip sampling, which revealed
highly anomalous uranium values over the entire strike length of the synform in the Cretaceous sequence in the Berlin area (Coffey Mining,
2012). Assay results from Minatomes surface rock-chip sampling was substantiated by independent sampling in 1983. Minatomes
exploration concentrated on the southern five kilometers of the 10.5 km long syncline where they excavated three tunnels (adits) with
the objective of confirming mineralization extending to fresh exposures beneath the weathered rock (saprolite).
In 1980, Minatome drilled 11 holes from five widely
spaced drill pads for a total of 2,163 m, of which nine drill holes intersected anomalous uranium values.
Minatome withdrew from the Berlin area in 1981
and the United Nations Development Program became involved, where they reviewed the technical work undertaken on the Berlin Project in
1982 and focused on the potential to recover uranium, molybdenum, vanadium, and phosphate.
**
*U3O8 Corp.*
U3O8 Corp., through its wholly owned subsidiary
Gaia Energy, began exploration on the Berlin Project when it acquired the property in April2010 with the objective of defining the
extent and consistency of the known mineralized layer through trenching and drilling. The Berlin Project is in hilly terrain in which
trenches were excavated by hand in areas where the mineralization outcrops, with drilling conducted from platforms cut into hillsides.
Mineralization was traced along trend by geological mapping augmented by detection of radioactivity measured with hand-held GR 135 spectrometers.
Twenty-nine trenches were excavated perpendicular to the strike of the mineralized unit within the Berlin Trend.
38
Trench sites were identified using historic data
and geological maps from the Minatome exploration that indicated areas of outcropping mineralization. Most of the trenches are located
on the more accessible southern part and eastern flank of the syncline.
U3O8 Corps2010-2011 drill program
involved 82 diamond drill holes for 18,534 m that were drilled on the southern three km of the folded sedimentary strata. In 2012, an
additional wide-spaced 15 drill holes, totaling 6,441 m, were completed in the area to the north of the main mineralization area showed
a similar suite of commodities to those in the main mineralized zone to the south. Eleven of the 15 holes intersected the mineralized
layer; the mineralized sequence was faulted out in the other four holes.
Exploration has been undertaken entirely through
mapping, ground radiometrics, and drilling due to the continuity of mineralization. Ground magnetic traverses across the mapped contacts
of the stocks and batholiths, supported by forward modeling of the form of the contact at depth with magnetic susceptibility values from
bore hole core would likely help in defining areas where the mineralized layer may be cut and removed by intrusive bodies.
Environmental Considerations
SLR is not aware of any environmental liabilities
on the property. We are currently in the process of obtaining all required permits to conduct the proposed work on the property.
Drilling
We have not conducted any drilling on the Berlin
Project since acquiring the property.
Exploration Program Recommendations
SLR offers the following recommendation for a
two phase program, with a total budget of $2,330,000, to advance the Berlin Project. Phase2 is dependent on outcomes of the Phase1
work.
****
**Phase1 Mineral Resource
Estimate Technical Report**
|
1 | Complete a current Mineral Resource Estimate (MRE). The estimated
cost to prepare an MRE is $150,000. SLR recommends we perform the following activities to support a current mineral resource disclosure: |
|
|
a) | Rerun and perform additional check sampling to confirm legacy
drilling and trench data either by twinning legacy drill holes and logging with downhole radiometric (natural gamma), resampling trenches,
and/or resampling stored core. |
|
|
b) | Rerun statistical analysis on the intercepts to guide updating
previously reported mineral resource estimates. |
|
|
c) | Add and construct three dimensional geologic model to assist
and control grade estimation in block model estimation. |
|
|
d) | Rerun and apply updated classification criteria to categorize
the mineral resource estimate. |
|
****
**Phase2 Preliminary Economic
Assessment**
|
2 | Complete additional infill/delineation drilling to achieve
the following: |
|
|
a) | Test for mineralization along the east flank of the mineralized
layer Zone C. |
|
|
b) | Upgrade inferred resources estimated in Phase1 to indicated
resources. This step is contingent on positive Phase1 results. |
|
The estimated cost to complete drilling
is $2,000,000.
Complete a Preliminary Economic Assessment
(**PEA**) on the Berlin Project. The estimated cost to prepare the PEA is $180,000.
****
**Huemul Project**
We have an interest in certain mineral concessions
located in the Malargue sector of southwestern Mendoza Province of Argentina, known as the Huemul Project.
39
Mineral Property Location
**
*Figure 1. Location of the Huemul Project*
*
Ownership Interests
We acquired a 100% indirect interest in the Argentina
Projects pursuant to the Argentina Projects SPA.Pursuant to the Argentina Projects SPA, we acquired all of the issued and outstanding
shares of 284 Ontario from IsoEnergy on July19, 2024. The Argentina Projects include Laguna Salada Project located in Chubut Province
and the Huemul Project located in Mendoza Province. The book value of our mineral properties in Argentina as at December31, 2025
and 2024 is $4,150,000.
Qualified Person
The disclosure in this Annual Report on Form 10-K
of scientific and technical information regarding exploration results for the Huemul Project has been reviewed and approved by SLR, who
is an independent, qualified person under S-K 1300.
Internal Controls
We have conducted no exploration work or drill
activities since acquiring the property and have no current mineral resources or reserves at the Huemul Project that could be construed
as being a potentially economic discovery. Furthermore, we have not commenced exploration of the Huemul Project that involves drilling,
sampling, or assaying, and therefore internal controls relating to QA/QC have not been necessary. However, prior to conducting exploration
that involves drilling, sampling, assaying, and the reporting of results from those activities, we will establish sampling and analytical
QA/QC protocols consistent with industry standards.
Project Location and Access
The Huemul Project is located on the Eastern flank
of the Central Andean Cordillera in the Department of Malarge, Mendoza Province, Argentina. The municipality of Mendoza is located
approximately 370 km to the north of the Project. It is the closest town with an international airport and is also the capital and administrative
center for the province. Malarge, with a population of 30,000, is 46 km to the north where there is access to most services, including
a regional airport.
*
40
**
*Figure 2. Access to Huemul Project*
*
Project Stage
We have conducted no exploration work or drill
activities since acquiring the property and have no current mineral resources or reserves at the Huemul Project.
Historical exploration has been conducted on the
Huemul Project.
Local Resources, Infrastructure and Physiography
*
*Local Resources*
The area is semi-arid to arid. Small streams are
ephemeral although larger rivers flow most of the year.
Southern Mendoza is moderately well populated
with skilled to unskilled labor available in Malarge, San Rafael and Mendoza. South of Mendoza Province is the Neuqun Basin,
which has a significant petroleum industry; heavy machinery, construction equipment, and operators are readily available in this area.
**
*Infrastructure*
The nearest supply point where goods and services,
including food, fuel and labor can be obtained is in the town of Malarge, with a population of 30,000. There are a number of hydro-electric/irrigation
projects in the area and power is readily available.
**
*Climate*
Annual temperatures range from a winter low of
-10C to summer highs of30-35C.Rainfall is low, with snow and rain in the Cordillera in the winter and thunderstorms
and local flash floods in the summer. Field work can be carried out essentially year round.
**
41
**
*Physiography*
Elevations across the entire region vary from
1700 to 2200 masl.
Physiographically, the area consists of rolling
topography with low hills and valleys with local steep underlying bedrock forming ridges and scarps.
Natural vegetation consists of drought resistant
grasses, small bushes, shrubs and cacti. In larger sheltered valleys and around oases trees are found and in addition to indigenous species,
poplar and birch, they have been planted as windbreaks and for firewood.
Property Claims and Option
There are three principal types of mineral concessions
in Argentina: exploration permits called cateos, mining concessions termed *Manifestacin de Descubrimiento*(each, an **MD**), and, exploitation (mining) permits called *Concesins de Explotacin*
(each, a **Mina**) The Huemul claim package currently consists of seven claims, totaling approximately 27,700 ha, comprising
two cateos, three Minas, and two MDs and registered with the Mining Notary in Mendoza Province.
**
*Figure 3. Full List of Huemul Concessions*
**
|
Name |
|
Claim ID |
|
Year |
|
Area (ha) |
|
Claim Type | |
|
Cateo Huemul Norte |
|
02967014-A-22 |
|
2022 |
|
9,896 |
|
Cateo | |
|
Cateo Huemul Sur |
|
029665342-A-22 |
|
2022 |
|
9,740 |
|
Cateo | |
|
Mina Huemul |
|
18-C-57 |
|
1957 |
|
114 |
|
Mina | |
|
Mina Silvana |
|
355-C-96 |
|
1996 |
|
3,000 |
|
Mina | |
|
MD Mirano Norte |
|
089866266-C-22 |
|
2022 |
|
1,856 |
|
MD | |
|
Mina Carmencita |
|
08987498-C-22 |
|
2022 |
|
496 |
|
Mina | |
|
MD Cerro Butalo |
|
3161-E-06 |
|
2006 |
|
2,599 |
|
MD | |
****
**Geology**
**
*Regional geology*
The Huemul Project is located in the center of
the Late Cretaceous thrust front zone of the Neuqun Basin, Mendoza Province. The geological literature of the Neuqun basin
is oriented towards its hydrocarbon potential (Adkins, A.R., 2006).
In a regional sense, and according to Cobbold
and Rosello (2003), the Neuqun Basin first formed as a rift basin in the early Mesozoic, when regional extension may have resulted
from slow subduction of oceanic crust below the Pacific Margin of South America. The Triassic to Early Cretaceous basin fill, some 5000
m thick, include the main source rock intervals and reservoir rocks for the hydrocarbons. The sedimentary environments of later periods
are more enigmatic. Although the Upper Cretaceous sedimentary rocks are regionally abundant and up to 1500 m thick, they are mainly of
continental origin and contain few fossils. Cenozoic sedimentary rocks are rare.
Subsequent to deposition of the Mesozoic sedimentary
sequences, a continuous tecto-genetic process that began during the Tertiary (Eocene to Miocene), dominated by compressional tectonics,
remained active until the late Miocene, when the basin reached its final structural configuration (Guilsano and Pleimling, 1994). They
state as a result of the Tertiary compressive forces, a thrust fold belt was established to the west with a structural platform
with almost no deformation to the east. Widespread volcanic activity took place during the extensional periods between the major
orogenic peaks. From the Oligocene until the Quaternary the volcanism spread gradually to the east.
In section at surface open folding dominated but
with increasing depth some of the folds steepen and show evidence of reverse faulting along their crests. These reverse faults may mark
areas where deeper basin brines and hydrocarbons move upward into the shallower sediments.
The sediments on the property are of the of the
Upper Cretaceous Diamante Formation deposited in a high energy fluvial environment. They range from conglomerates through sandstone to
local shales. The sedimentary units are typically from a few to tens of meters thick.
Across the property the sediments have been intruded
by light grey, coarsely porphyritic andesitic and dacitic dykes and sills of the Lower Miocene Huincn Eruptive Cycle.
**
42
**
*Property geology*
**
*Structural Geology and Mineralization*
The project area can be divided into three sectors
with largely similar geology and mineralization. A brief summary of the areas are given below:
|
| Huemul AguaBotada:Diamante
Formation sandstones, conglomerates, shales and volcano-clastics striking north south and dipping20-25o to the west
in the north and becoming flat lying to the south. There are numerous Tertiary dykes and sills. Alteration consists of local argillization
and weak silicification. Mineralization is hosted in the more permeable units and associated with abundant bitumen. Primary ore minerals
are pitchblende, mixed sulphide and secondary oxides of copper, uranium and vanadium. |
|
|
| Black Zone-Uryco/Rosa-Vega Larga:As
with the rest of the property Diamante Formation sediments: conglomerates, sandstones, volcano-clastics and shales. Sandstones pale grey
with shales and finer units usually red. Beds are from1-2 m up to5-6 m thick striking broadly east-west and dipping shallowly
to the south. More permeable units can have up to 15% bitumen. There are minor porphyritic andesitic dykes. Alteration consists of bleaching
and moderate to strong argillization. Mineralization is strongly associated with more bituminous units and consists of malachite, azurite,
native copper and uranium vanadates. The Black Zone to Vega Larga area extends roughly 4km by 1.5km. |
|
****
|
| Cerro Mirano:Host rocks
are the same Diamante Formation sandstones and conglomerates but with numerous porphyritic andesite dykes and sills. These are very distinctive
with30-35% 1cm hornblende crystals. The dikes are emplaced through pre-existing structures such as joints and fractures, with widths
of 1 m to 2 m. and there is moderate silification related to the intrusives. Mineralization is present as copper oxides and carbonates
(malachite, azurite) and vanadates (carnotite). One of the larger dykes trending NW-SE has various workings along its 200 m strike length
and it seems likely the dykes have remobilized mineralizing fluids. |
|
Deposit Types
There are two deposit types developed on the Huemul
claim package:
|
1. | Sandstone uranium deposits with associated vanadium and copper;
and |
|
|
2. | Contact metamorphic copper-silver-uranium+/-vanadium mineralization. |
|
**
*Sandstone Uranium Deposits*
Sandstone uranium deposits occur in carbon and/or
pyrite-bearing fluvial (less commonly marine), arkosic, medium- to coarse-grained sandstones that contain, are interbedded with and are
bounded by less permeable horizons. The primary uranium minerals are predominantly pitchblende, coffinite and, to a lesser extent, uranium-bearing
vanadates and phosphates. Uranium is precipitated under reducing conditions caused by the presence of a variety of reducing agents within
the sandstones (for example, carbonaceous material, sulphides, hydrocarbons and ferromagnesian minerals such as chlorite. Major known
sandstone deposits range in age from Palaeozoic to Tertiary.
With few exceptions, sandstone uranium deposits
are of diageneticepigenetic, low temperature origin. Groundwater chemistry and migration are instrumental in leaching
uranium from source rocks and transporting it in low concentrations to a chemical interface commonly provided by reducing or precipitating
agents where it is deposited. Essential parameters that control these processes include a uranium source, host rock lithology and permeability,
groundwater chemistry amenable to leaching and transporting uranium, depositional environment, adsorptive/reducing agents and an arid
to semi-arid climate.
Impermeable or less permeable strata or other
barriers may be instrumental in vertically and laterally channeling uraniferous fluids to favorable sites of deposition, while at the
same time prohibiting widespread flushing and dilution of fluids.
Uranium is soluble in large quantities only in
its hexavalent state. Therefore, uranium transporting fluids must be sufficiently oxygenated to keep the uranium in solution for transport,
but at the same time limited in oxidizing potential so that the reduction and precipitation of uranium generates high enough grades and
in sufficiently high quantities to be commercially important. Complexing agents such as carbonate ions are important for enhancing the
solubility and mobility of the uranyl ion in neutral to alkaline groundwater in either oxidizing or reducing conditions. A reductant is
required to convert (reduce) hexavalent uranium to tetravalent uranium. Many substances have been invoked as uranyl reductants, including
partially coalified vegetal matter, woody fragments (coalification not higher than sub-bituminous), amorphous organic matter (humate),
petroleum, so-called dead oil, sour natural gas, hydrogen sulphide and pyrite or other sulphides.
The mineralization at Huemul belongs to the tabular
and basal channel type and the reducing agents are bitumen and other hydrocarbons in the sandstone units.
**
43
**
*Contact Metamorphic Cu-Ag-U Mineralization*
There are a number of basic volcanic dykes and
sills on the property most notably around the Huemul Mine-Agua Botada area and on Cerro Mirano.
These intrusive bodies have re-mobilized fluids
in the sandstone and resulted in the formation of small, presumably originally sulphide, orebodies that have now been oxidized with mixed
copper and manganese oxides and to a lesser extent uranium and vanadium oxides.
Exploration History
**
*Historic Exploration*
The Argentinian government discovered the Huemul-Agua
Botada Zone in 1952 and exploited the deposit between 1955 and 1975. The area was explored with a total of 25,000 m of drilling and 7,000
m of workings. The ore was treated in a concentration plant at the nearby town of Malarge.
The mine was closed in 1976 with the discovery
and development of the Sierra Pintada mine in San Rafael.
**
*EMSA Exploration*
In 2005, Calypso Acquisition Corporation, through
its wholly owned Argentinian subsidiary Energia Minerals SA (**EMSA**), acquired approximately 20,900 ha around the old
Huemul and Agua Botado mines.
Mapping, sampling and airborne geophysics was
undertaken and culminated in an IIA in 2007. This was presented and approved by the Ministry of Mines but approval from the Legislature
was never forthcoming.
Work continued until 2009 with further mapping
and sampling and appears to have ceased in 2009.
**
*IsoEnergy Exploration*
IsoEnergy (formerly known as Consolidated Uranium
Inc.) undertook mapping and sampling in late 2022 to the end of March2023.
Drilling
We have conducted no drilling on the Huemul Project
since acquiring the property.
Exploration Program Recommendations
The Huemul Project is an early-stage greenfield
exploration project which represents an underexplored district where previously mined copper (Cu)-uranium (U)-vanadium (V)mineralization
is present alongside a number of other classic sandstone-hosted uranium mineralization prospects.
SLR has proposed a two phase exploration program
with a total budget of $714,815 to advance the Huemul Project, beginning in 2025. The two phases of the program are independent of each
other. Exploration work can only be undertaken within current granted claims or in areas where we have an agreement with landowners.
The objectives of the exploration program are
summarized below:
|
1 | Conduct check sampling and review of historic trench data. |
|
|
2 | Verify the work carried out by the previous operators. |
|
|
3 | Confirm the possibilities of more extensive surficial uranium-copper-vanadium
mineralization at Huemul. |
|
****
**Laguna Project**
We have an interest in certain mineral concessions
located in the Chabut Province of southern Argentina, known as the Laguna Project.
**
*For all references to figures, other citations,
and defined terms, please refer to the S-K 1300 Technical Report Summary for the Laguna Salada Project, Chubut Province, Argentina, as
Exhibit 96.2 to this registration statement.*
44
Mineral Property Location
**
*Figure 1. Location of the Laguna Projec*t
*
Ownership Interest
We acquired a 100% indirect interest in the Argentina
Projects pursuant to the Argentina Projects SPA.Pursuant to the Argentina Projects SPA, we acquired all of the issued and outstanding
shares of 284 Ontario from IsoEnergy on July19, 2024. The Argentina Projects include Laguna Salada Project located in Chubut Province
and the Huemul Project located in Mendoza Province. The book value of our mineral properties in Argentina as at December31, 2024
is $4,150,000.
Qualified Persons
The disclosure in this Annual Report on Form 10-K
of scientific and technical information regarding exploration results for the Huemul Project has been reviewed and approved by SLR, who
is an independent, qualified person under S-K 1300.
Internal Controls
We have conducted no exploration work or drill
activities since acquiring the property and have no current mineral resources or reserves at the Laguna Project that could be construed
as being a potentially economic discovery. Furthermore, we have not commenced exploration of the Laguna Project that involves drilling,
sampling, or assaying, and therefore internal controls relating to QA/QC have not been necessary. However, prior to conducting exploration
that involves drilling, sampling, assaying, and the reporting of results from those activities, we will establish sampling and analytical
QA/QC protocols consistent with industry standards.
Project Location and Access
The Laguna Project is located in the central region
of the Chubut Province, approximately 260 km southwest of the town of Trelew and 220 km north of the town of Comodoro Rividavia. Both
are regional hubs with airports and essential services. Principal access is by paved Provincial Route 25 for 185 km, which links Trelew
with the village of Las Plumas. From Las Plumas, one travels 53 km south on the all-weather, unpaved Provincial Route48, before
turning west onto a farm road for approximately one kilometer to reach the base camp. The Laguna Project is located at 3,401,500 m east
and 5,088,500 m north in the Gauss Kruger coordinate system.
The exploration project comprises 28 concessions,
totaling approximately 229,978.8 ha.
Project Stage
We have not conducted any exploration work or
drill activities since acquiring the property and have no current mineral resources or reserves at the Laguna Project.
Historical exploration has been conducted on the
Laguna Project.
45
Local Resources, Infrastructure and Physiography
*
*Local Resources*
Chubut Province is sparsely populated, especially
away from the major cities on the coast. The Mrtires department, in which the Laguna Project is located, has a surface area of
15,445 km and has a total population of 800 people of whom 605 live in the town of Las Plumas. The remainder of the population is
widely distributed between large, isolated farms. Farms are typically 10,000 ha in extent.
Chubuts largest city is Comodoro Rivadavia,
with a population of approximately 180,000 and located on the coast near the Provinces southern border with Santa Cruz Province.
Comodoro Rivadavia has a deep water port. The administrative capital of Rawson, with 40,000 people, is located on the coast in the northeastern
part of the province. Puerto Madryn, north of Trelew has a mid-sized, deep water port on the Atlantic Ocean where a 400,000 ton per year
aluminum plant, owned by ALUAR, is located. Puerto Madryn and Comodoro Rivadavia have services that support heavy industry related to
the aluminum refinery.
Chubuts economy is heavily dependent on
the oil industry and, to some extent, farming and fishing. Oil refining is the mainstay of the economy, principally from offshore fields.
Chubut is also one of the principal commercial fishing provinces in Argentina, providing about one-fifth of the national catch. Sheep
farming is the main economic activity of the dry interior plain that lies between the coast and the Andes Mountains in the west. Economic
activity in the Laguna Project area is largely confined to sheep farming for wool and meat.
Due to the extensive oil industry development
in Chubut Province, skilled and semi-skilled personnel are widely available and many people in Las Plumas are currently unemployed, providing
a ready pool of potential employees and contractors. Heavy machinery is available if needed.
There is no history of metallic mining in the
area; there is some quarrying and extraction of industrial minerals.
The nearest supply point where basic goods and
services, including food, fuel, and labor, can be obtained is in the town of Las Plumas. Other services, including heavy machinery, can
be obtained from Trelew or Puerto Madryn.
**
*Infrastructure*
The Rio Chubut to the northwest and the Rio Chico
to the southeast flow throughout the year, however, all other smaller stream and rivers are ephemeral.
The nearest supply point where basic goods and
services, including food, fuel, and labor, can be obtained is in the town of Las Plumas. Other services, including heavy machinery, can
be obtained from Trelew or Puerto Madryn.
Exploration campaigns require the establishment
of a fully serviced camp on the property.
There is a major hydro-electric project 35 km
to the northeast at Dique Florentino Ameghino on the Rio Chubut.
**
*Physiography and Climate*
The Laguna Salada area is an exceedingly flat
gravel plain with the only relief coming from isolated basement highs and incised valleys from the larger rivers in the region.
Natural vegetation consists of sparse grass cover
and drought resistant small bushes and shrubs.
The Laguna Project is located on a large, northeast-trending,
10 km by 20 km gravel-topped mesa that is dissected by shallow, ephemeral and dry stream beds that drain westwards and north-westwards
into a confined, shallow, saline lake bed located on the western margin of the concession area. The lake bed is only temporarily covered
with water after occasional rains. There are isolated hills of underlying basement rocks projecting through this gravel cover.
The mesa is bounded to the northwest by the valley
of the Rio Chubut and to the southeast by the valley of the Rio Chico.
Elevations across the entire region vary from
200 masl to 400 masl, averaging approximately 300 masl.
The climate in the region is characterized as
arid to semi-arid with annual temperatures ranging from a winter low of -5C to summer highs of 20C to 25C.Rainfall
is low and sporadic throughout the year with an average rainfall of approximately 200 mm per year, falling as snow in June and July. The
area is characterized by strong winds.
Field work can be carried out essentially year-round,
although care needs to be taken in midwinter as the roads may become waterlogged and impassable.
46
Property Claims and Option
The Laguna Project currently consists of 39 claims,
totaling approximately 236,435.75 ha, comprising 20 cateos and 19 MDs registered with the Mining Notary in Chubut Province.
**
*Figure 2. Details of the Number, Type and Area
Covered by Concessions that Constitute the Laguna Project*
**
|
NAME |
|
CLAIM ID |
|
YEAR |
|
AREA (ha) |
|
CLAIM
TYPE |
|
TITLE HOLDER | |
|
GAP 1 |
|
16362 |
|
2013 |
|
10,000.01 |
|
Cateo |
|
2847312 Ontario Inc. | |
|
GAP 2 |
|
16363 |
|
2013 |
|
9,994.93 |
|
Cateo |
|
2847312 Ontario Inc. | |
|
GAP 3 |
|
16955 |
|
2022 |
|
9,994.11 |
|
Cateo |
|
2847312 Ontario Inc. | |
|
GAP 4 |
|
16956 |
|
2022 |
|
9,951.69 |
|
Cateo |
|
2847312 Ontario Inc. | |
|
GAP 5 |
|
16957 |
|
2022 |
|
9,877.20 |
|
Cateo |
|
2847312 Ontario Inc. | |
|
HORQUETA 1 |
|
16119 |
|
2011 |
|
10000 |
|
Cateo |
|
2847312 Ontario Inc. | |
|
HORQUETA 2 |
|
16120 |
|
2011 |
|
10000 |
|
Cateo |
|
2847312 Ontario Inc. | |
|
HORQUETA 3 |
|
16150 |
|
2012 |
|
10000 |
|
Cateo |
|
2847312 Ontario Inc. | |
|
HORQUETA 4 |
|
16151 |
|
2012 |
|
10000 |
|
Cateo |
|
2847312 Ontario Inc. | |
|
HORQUETA 5 |
|
16152 |
|
2012 |
|
9,899.01 |
|
Cateo |
|
2847312 Ontario Inc. | |
|
HOPE 1 |
|
15280 |
|
2007 |
|
6000 |
|
Cateo |
|
2847312 Ontario Inc. | |
|
HOPE 2 |
|
15281 |
|
2007 |
|
5989.57 |
|
Cateo |
|
2847312 Ontario Inc. | |
|
HOPE 3 |
|
15282 |
|
2007 |
|
2400 |
|
Cateo |
|
2847312 Ontario Inc. | |
|
HOPE 4 |
|
16994 |
|
2022 |
|
9,372.40 |
|
Cateo |
|
2847312 Ontario Inc. | |
|
LAGO SECO |
|
15222 |
|
2007 |
|
3,442.52 |
|
Cateo |
|
2847312 Ontario Inc. | |
|
LAGO SECO2 |
|
15229 |
|
2007 |
|
9,998.06 |
|
Cateo |
|
2847312 Ontario Inc. | |
|
LAGO SECO OESTE |
|
15576 |
|
2009 |
|
5165.66 |
|
Cateo |
|
2847312 Ontario Inc. | |
|
LAGO SECO SUR |
|
15623 |
|
2009 |
|
9,991.11 |
|
Cateo |
|
2847312 Ontario Inc. | |
|
LA ROSADA |
|
16160 |
|
2012 |
|
9997.93 |
|
Cateo |
|
2847312 Ontario Inc. | |
|
NORTE |
|
15800 |
|
2010 |
|
9,891.62 |
|
Cateo |
|
2847312 Ontario Inc. | |
|
SUSANA |
|
16553 |
|
2015 |
|
7000 |
|
MD |
|
2847312 Ontario Inc. | |
|
MDLS I |
|
17344 |
|
2025 |
|
2500 |
|
MD |
|
2847312 Ontario Inc. | |
|
MDLS II |
|
17345 |
|
2025 |
|
3362 |
|
MD |
|
2847312 Ontario Inc. | |
|
LAGO SECO II |
|
17334 |
|
2025 |
|
3377.44 |
|
MD |
|
2847312 Ontario Inc. | |
|
GUANACO I |
|
15496 |
|
2008 |
|
4,009.41 |
|
MD |
|
2847312 Ontario Inc. | |
|
GUANACO II |
|
15497 |
|
2008 |
|
6,959.16 |
|
MD |
|
2847312 Ontario Inc. | |
|
GUANACO III |
|
15498 |
|
2008 |
|
5,559.63 |
|
MD |
|
2847312 Ontario Inc. | |
|
GUANACO IV |
|
15657 |
|
2009 |
|
3,194.56 |
|
MD |
|
2847312 Ontario Inc. | |
|
GUANACO V |
|
15873 |
|
2010 |
|
3,967.14 |
|
MD |
|
2847312 Ontario Inc. | |
|
GUANACO VI |
|
15874 |
|
2010 |
|
3,949.56 |
|
MD |
|
2847312 Ontario Inc. | |
|
GUANACO VII |
|
15875 |
|
2010 |
|
3,679.01 |
|
MD |
|
2847312 Ontario Inc. | |
|
HOPE I |
|
17264 |
|
2025 |
|
2300 |
|
MD |
|
2847312 Ontario Inc. | |
|
HOPE II |
|
17263 |
|
2025 |
|
2500 |
|
MD |
|
2847312 Ontario Inc. | |
|
HOPE III |
|
17265 |
|
2025 |
|
2263.29 |
|
MD |
|
2847312 Ontario Inc. | |
|
HOPE IV |
|
17266 |
|
2025 |
|
2263.29 |
|
MD |
|
2847312 Ontario Inc. | |
|
HOPE V |
|
17298 |
|
2025 |
|
1896.36 |
|
MD |
|
2847312 Ontario Inc. | |
|
HOPE VI |
|
17299 |
|
2025 |
|
1896.36 |
|
MD |
|
2847312 Ontario Inc. | |
|
HOPE VII |
|
17300 |
|
2025 |
|
1896.36 |
|
MD |
|
2847312 Ontario Inc. | |
|
HOPE VIII |
|
17301 |
|
2025 |
|
1896.36 |
|
MD |
|
2847312 Ontario Inc. | |
**
47
**
*Figure 3. Location of the Concessions constituting
the Laguna Project shown on a Satellite Image (Cateos are shown in red and MDs in blue)*
**
*
Geology
*
*Regional geology*
The Laguna Project is located near the western
edge of the Cretaceous San Jorge Basin, which covers most of Chubut Province. The substratum of the San Jorge Basin consists of a sequence
of sedimentary, metamorphic, intrusive, and volcanic rocks of Paleozoic and Triassic age that are overlain by the Jurassic volcanic complex
of the Marifil Formation. The Jurassic sequence covered a large part of the area that is now covered by the San Jorge Basin with a thick
sequence of ignimbrites and rhyolitic lava flows that is exposed in outliers and in the floors of some of the deeper valleys in the project
area.
The basal part of the San Jorge Basin consists
of conglomerates and sandstones of the Cretaceous Puesto Manuel Arce Formation. These are in turn, overlain by the littoral marine sandstones
and interlayered mudstones of the Early Tertiary Salamanca Formation that is interpreted to have accumulated during one of the last marine
transgressions by the Atlantic Ocean (Sylwan, 2001).
48
In the Laguna Project area, the Puesto Manuel
Arce and Salamanca Formations are unconformably overlain by Quaternary strata of fluvial and alluvial origin that constitute the Pleistocene
Pampa de Arroqui (or Montemayor) Formation and the Holocene Gran Laguna Salada Formation. The Pampa de Arroqui Formation consists of layers
of unconsolidated gravel with a sandy to silty matrix. Clasts are well-rounded, moderately well sorted and mainly volcanic in origin.
These gravels constitute an outwash plain that marks the migration of the course of the Rio Chico River through Quaternary times. This
outwash plain, located to the east of the Andes Mountains, is vast, measuring many tens of thousands of square kilometers in extent, and
is now being dissected by the active ephemeral stream system that feeds into the south bank of Rio Chico.
The Gran Laguna Salada Formation is restricted
to an area several tens of square kilometers in extent on the east flank of the saline lake called the Laguna Salada that
lies near the western edge of the project area. This formation is Holocene in age and consists of a polylithic, matrix-supported gravel
in which the matrix is fine-grained sand and silt. Discontinuous, 20 cm to 30 cm thick gypsum beds occur within the gravel sequence. The
Gran Laguna Salada Formation is interpreted to have accumulated in the depocenter of the Gran Laguna Salada from material eroded from
the Pampa de Arroqui Formation.
*Property geology*
Uranium mineralization in the Laguna Project has
been encountered in terraces on the north bank of the Rio Chico, one of the principal rivers in the region that flows northeastwards into
the Rio Chubut. Jurassic rocks of the Marifil Formation are exposed in the most deeply incised areas adjacent to the river and as inliers
to the southwest and immediately west of the Laguna Salada Lake.
Cretaceous rocks in the Laguna Project are represented
by tuffs and fine-grained sandstones that are exposed as inliers immediately to the north, west and southwest of the property. Cretaceous
sandstones and interbedded green to brown siltstones of the Puesto Manuel Arce Formation are concentrated in the western part of the property
package. These strata are overlain in the central and eastern part of the property by sandstones and interlayered greenish mudstones of
the Salamanca Formation, which prior drilling, identified as being approximately 30m thick in the Project area.
In the central part of the Project area, the Salamanca
Formation is exposed in an elongate, north-trending inlier that separates Pleistocene strata in the east from younger Holocene strata
in the vicinity of the Laguna Salada Lake to the west. The north-trending inlier forms a palaeochannel on which the north- and west-flowing
Holocene drainages were superimposed.
A Quaternary terrace of the Rio Chico river system
lies to the east of the north-trending paleochannel, constituting a mesa that is hundreds of square kilometers in extent. This Eastern
Mesa consists of the Pleistocene Pampa de Arroqui Formation, which is an unconsolidated gravel unit that rests on a generally planar
basal contact that is occasionally interrupted by erosional channel features into the underlying Salamanca Formation. Gravels of the Pampa
de Arroqui Formation are clast- and matrix-supported and are arranged in crude, planar beds interlayered with cross-bedded sand beds and
lenses of sand. Clasts consist mainly of volcanic rocks including rhyolite, andesite and basalt. The matrix consists of sand with some
interstitial silt and is partially and patchily cemented with calcite and or gypsum. The Guanaco mineralized area is located
on the west side of the Eastern Mesa.
The west side of the north-south orientated palaeochannel
(that exposes the Salamanca Formation) forms part of an extensive, fault-related depression in which the Laguna Salada Lake is located.
This area has a mesa-like morphology and is called the Western Mesa, The Western Mesa consists of gravels and sands of the
Gran Laguna Salada Formation which has a geomorphology and facies distribution typical of an alluvial fan that is now being dissected
and eroded by the present ephemeral stream system. Gravels of the Gran Laguna Salada Formation are clast-and matrix-supported and have
a silty matrix. Clasts are similar in composition to those of the Pampa de Arroqui Formation. The Lago Seco area of mineralization
is located on the eastern edge of the Western Mesa.
****
|
| Guanaco Area:The Guanaco
area lies in the Eastern Mesa where the surface of the terrace slopes slightly westwards. Mineralization has been identified over an
area of approximately 40 km square in Pleistocene gravels of the Pampa de Arroqui Formation. The gravel unit, which is 3 m to 6 m thick
in the mineralized area, has a generally planar basal contact that is occasionally interrupted by erosional channel features scoured
into the underlying green to brown siltstones of the Salamanca Formation. The gravel sequence is covered by a layer of carbonate-rich
soil that is typically unmineralized and is 20 cm to 40 cm thick. The unconsolidated, clast- and matrix-supported gravel unit is arranged
in crude, planar beds interlayered with sandy beds. The matrix consists of sand with some interstitial silt and powdery calcareous minerals
and is partially and patchily cemented with gypsum. The uranium-vanadium mineralization of this area is evident as greenish and yellow
staining in the sand and carbonate matrix of the gravel and as partial rims on clasts. |
|
****
|
| Lago Seco Area:Mineralization
in the Lago Seco Area extends for tens of square kilometers along the eastern side of the Western Mesa which slopes gently westward toward
the topographic depression in which the Laguna Salada Lake lies. Uranium-vanadium mineralization occurs in the interlayered gravel and
sand facies of the Gran Laguna Salada Formation which is 2 m to 4 m thick in the area of interest and lies unconformably on the greenish
mudstones and sandstones of the Salamanca Formation and partially on sandstones and gravels of the Puesto Manuel Arce Formation. The
gravel unit is partially covered by unmineralized calcareous soil up to 30 cm thick. The main lithology constituting the Gran Laguna
Salada Formation is matrix- and clast-supported gravel with rounded pebbles up to 5 cm in diameter. The matrix consists of sandy silt
with powdery calcite and gypsum. Discontinuous layers of massive gypsum up to 30 cm thick occur in some parts of the Lago Seco Area.
The nature and composition of the mineralization is similar to that of the Guanaco area. |
|
49
|
| Buried Lake Area:Buried
Lake refers to a different style of mineralization located in the northern part of the Guanaco area and is observed at the unconformity
between the Pampa de Arroqui Formation and the underlying Salamanca Formation. Mineralization is concentrated near the base of the gravel,
on the unconformity surface and in fractures in mudstone in the underlying Salamanca Formation. |
|
|
| La Rosada Area:La Rosada
Target (La Rosada) is in the northeastern part of the Project area, located approximately 45 kilometers from the Laguna Salada historical
mineral resource. The country-rock of La Rosada area is composed of a sequence of acidic volcanic rocks and unconsolidated sediments.
The stratigraphic sequence is composed by rhyolitic lava flows (Mesozoic-Jurassic) of the Marifil Formation (volcanic complex), marine
and transitional sediments, unconsolidated gravel sandy fossil rich (Mesozoic, Cretaceous) of the Salamanca Formation, paleochannel sediments,
unconsolidated gravel with sandy matrix (Cenozoic-Paleogene) of the Salamanca Formation and a sequence of unconsolidated sandy conglomerates
(Neogene-Pleistocene) of the Arroqui Formation. In the central part of the project, paleochannels show an east-west, southeast-northwest
trend. The main alteration basement volcanics in the area is early silica (SIL1) and silica-clay (SIL-CLY) along fractures. |
|
**
*Mineralization*
The uranium mineralization of the Laguna Project
is related to caliches, which is the partial cementation of the host by calcium carbonates. Caliche and calcrete
type uranium deposits are surficial uranium deposits found in semi-desert environments. Caliche-type uranium deposits differ from calcrete-type
uranium deposits in that they typically occur in unconsolidated clastic sediments such as gravel, as opposed to cemented sediments in
the case of calcrete-type uranium deposits.
There are three principal styles of uranium-vanadium
mineralization that have been identified at Laguna Salada as follows.
|
| Of principal economic interest is a tabular, gently undulating
layer that contains yellow-green uranium-vanadium minerals at shallow depth within unconsolidated, sandy gravel. This style of mineralization
occurs in the Guanaco and Lago Seco areas in gravel-dominated clastic facies of different agesPleistocene at Guanaco
and Holocene at Lago Seco. Powdery and finely crystalline uranium-vanadium minerals occur between the grains in the sandy matrix of the
gravel and also as partial coatings on sand grains and clasts. Carnotite (K2(UO2)2(VO4)2.3H2O)
is the dominant uranium-vanadium mineral and has a variable habit from slightly cohesive to compact masses of crystals. |
|
|
| The second style of mineralization is found in the Buried
Lake area where carnotite straddles the unconformity between the gravel sequence and the underlying, organic-rich mudstones. Mineralization
within this layer occurs in interstices in the sandy matrix and on pebbles in the gravel as well as within cracks and associated with
organic material in the underlying mudstone. The true potential of this style of mineralization at Laguna Salada is undefined currently. |
|
|
| In the Pescado Prospect at La Rosada, uranium-vanadium mineralization
is not restricted to the paleochannels and is also present in the strongly altered rhyolite basement itself with mineralization indicated
as yellow-green carnotite presented disseminated in the matrix of weathered remnants of the rhyolite. Shallow mineralization of this
style is open in at least two directions. |
|
**
*Deposit Types*
Uranium-vanadium mineralization in the Laguna
Project has the principal characteristics of surficial uranium deposits according to the classification of Toens *et al*., 1984.
Surficial deposits comprise approximately 4% of
the worlds uranium resources (WNA, 2009). These deposits are typically tabular bodies of mineralization that are located in close
proximity to the surface. They are typically located in sequences of Tertiary to Recent age in fluvial, alluvial and eolian clastic sediments
and associated playa lake facies.
Uranium in surficial deposits is thought to have
been leached from such source rocks and transported to the site of deposition in the younger sediments by groundwater flow.
Examples of surficial uranium deposits are Yeelirrie
and Lake Maitland in Western Australia and Langer Heinrich and Trekkopje in Namibia (WNA, 2009). A close analogy is apparent with the
Tubas Red Sand deposit in Namibia, in which carnotite mineralization occurs in free-digging aeolian sand adjacent to a paleochannel.
The current conceptual model for the mineralization
in the Laguna Salada Project is as follows:
|
| Uranium was derived from fertile source rocks such as rhyolites
in the Jurassic basement and older uranium accumulations. Uranium was transported in solution by oxidized meteoric waters that flowed
through the permeable, conglomeratic terraces of the Rio Chico. |
|
|
| Vanadium is likely to have been derived from the mudstones
of the underlying Salamanca Formation. Samples from the mudstone contained up to 600 ppm vanadium, showing that the mudstones are a viable
source for the vanadium-bearing fluids at Laguna Salada. |
|
|
| These minerals deposited together because of evaporation
causing an increase in their concentration in the near-surface environment, resulting in a blanket-like, near-surface layer of mineralization. |
|
50
|
| Mineralization in the Pampa de Arroqui Formation may have
been eroded and leached and subsequently precipitated in the younger Gran Laguna Salada Formation in the Holocene depocenter. |
|
A different style of mineralization is encountered
in the basement at La Rosada with carnotite occurring in fractures in the volcanic sequence.
The volcanics are argillically altered and it
is unclear whether this mineralization is coincident with the mineralization that has precipitated in caliches in the Quaternary gravels,
albeit in a different host rock, or may even be the source for the surficial uranium mineralization in the gravels.
Exploration History
**
*Historical Exploration for Uranium*
Reconnaissance work on Laguna Salada was first
conducted in 2007 by Mega with the aim of confirming anomalies detected in a 1978 airborne radiometric survey undertaken by CNEA.U3O8
Corp. acquired this Project from Mega in April2010 and immediately undertook metallurgical test work.
Exploration from 2008 onwards primarily focused
on the Guanaco and Lago Seco claims, in the southwestern part of the property, with an initial mineral resource estimate completed by
Coffey Mining Pty Ltd. (Coffey) in 2011 (Coffey 2011) and a PEA completed in 2014 (Tenova 2014). Limited reconnaissance sampling was also
carried out at La Rosada and the Horqueta claims, approximately 45 km to the northeast, and at the Susana claims to the south.
Mineralization has also been discovered in the
La Rosada and La Susana areas in the Laguna Project area.
Uranium and vanadium at Laguna Salada were initially
discovered along the edge of the gravel mesas where the mineralized layer is exposed from beneath a typically barren gravel cap. It was
only with trenching and pitting in the interior of the mesas that the extent of the mineralization became clear at Laguna Salada. Similar
mineralization is evident in the La Susana area, where the uranium-vanadium bearing layer has been traced along the western and eastern
edges of the mesa, approximately 10 km to 15 km apart.
The Laguna Project was acquired by IsoEnergy in
2021, and a mapping and sampling program was carried out in 2022.
Environmental Considerations
Environmental Impact Assessments (**EIA**s)
are required as part of the process of maintaining exploration and mining concessions in good standing with the Provincial Mining Directorate
(**PMD**). An initial EIA is required before field work is permitted on a concession and an update to the EIA is required
when the approximate location and number of planned trenches and/or bore holes has been established from initial exploration. The updated
EIA requires approval by the PMD before the planned trenching and/or drilling can commence.
SLR is not aware of any environmental liabilities
on the property. We have all required permits to conduct the proposed work on the property. SLR is not aware of any other significant
factors and risks that may affect access, title, or the right or ability to perform the proposed work program on the property
Drilling
We have not conducted any drilling on the Laguna
Project since acquiring the property.
Mega drilled 57 RC bore holes for 1,561 m in the
Laguna Project in 2008. 15 of these holes were relatively deep (average bore hole length was 80 m) with the objective of exploring for
mineralization in favorable stratigraphic units beneath the unconsolidated gravel beds. 42 shallow holes (maximum 10 m depth) were drilled
in three principal target areas of the Project area to explore the shallow, caliche-style of mineralization.
This drilling was effective in providing a means
of using a downhole Mount Sopris spectrometer to estimate the grade of U3O8; however, the accuracy of these estimates suffered from variable
disequilibrium over the Laguna Project area.
Diamond and RC drilling were unsuccessful in providing
samples for assay due to poor recoveries from the unconsolidated gravels. These factors, combined with the fact that the most economically
attractive style of mineralization in the Laguna Project is the near-surface caliche layer, rather than mineralization located at the
deeper unconformity, led to a decision to abandon drilling; all further exploration was done by trenching and pitting.
Vibrosonic drilling may provide a means of recovering
material adequate for representative geochemical assaying in the future.
51
Exploration Program Recommendations
We have proposed a two-phase exploration program
with a total budget of approximately $1,900,000 to advance the Laguna Project. The two phases of the program are independent of each other.
SLR has reviewed the 2025 program proposed by the Company and is of the opinion that it is a reasonable approach to the advancement of
the Laguna Project. Exploration work can only be undertaken within current granted claims or in areas where Jaguar has an agreement with
landowners.
The objectives of the exploration program are
summarized below:
|
1. | Acquire proper exploration permits, renegotiate surface access
agreements with current landowners, and pursue acquisition of small government concession area located south of the GuanacoVII
and north of the Hope 4 concessions. |
|
|
2. | Conduct check sampling and review of historical trench data,
verify the work carried out by the previous operators, and confirm the possibilities of more extensive surficial uranium-vanadium mineralization
at Laguna Salada. |
|
|
3. | Perform trench versus drilling sampling study to determine
most appropriate method for advancing the Project. |
|
|
Item 3. | Legal Proceedings | |
****
There is no material litigation, arbitration or
governmental proceeding currently pending against us or any member of our management team in their capacity as such.
|
Item 4. | Mine Safety Disclosures | |
Not applicable.
****
**Information About Our Executive Officers**
****
|
Name |
|
Age |
|
Title | |
|
Steven Gold |
|
46 |
|
President, Chief Executive Officer and Director | |
|
William Avery |
|
44 |
|
Chief Financial Officer | |
*Steven Gold*has served as our President
and Chief Executive Officer since May21, 2024. Prior to this, he held the position of Chief Financial Officer, starting on December10,
2023. He has also served as a director since January1, 2024. Mr.Gold has nearly 25years of capital markets experience
in the natural resources sector, having held various positions in the investment industry across both the buy and sell sides with Tier-1
funds and brokerages. Prior to serving at the Company, during 2023, Mr.Gold had been offering corporate development and investor
relations consultancy to junior natural resource companies on a contractual basis. Between 2021 and 2023, Mr.Gold served as the
vice president of corporate development at Collective Mining Corp. Between 2018 and 2021, Mr.Gold took a temporary leave of absence
due to personal obligations. Previously, between 2012 and 2018, he served as the CFO of Energold Drilling Corp. In addition, Mr.Gold
held senior officer roles at various junior and mid-level global mining-sector companies with a focus on Latin America and Africa. Mr.
Gold is a Director of Fusion Fuel Green PLC, a U.S.-listed public company. Mr.Gold received his Bachelors degree in Industrial
Relations from McGill University in 2001 and his CFA designation from CFA Institute in 2006.
**
*William Avery* has served as our Chief Financial
Officer since June1, 2024. Since September 2023 Mr.Avery has been operating his own wholly-owned business, Avery Professional
Corporation, through which provides CFO consulting services. While providing consultancy to companies, Mr.Avery is also named as
the Chief Financial Officer of PharmAla Biotech Holdings Inc., a Canadian public company. Mr.Avery has nearly 20years of experience
in public accounting and corporate finance, including elevenyears as a partner at MNP LLP, a leading national accounting firm in
Canada. From 2016 to 2023, he served as the Regional Public Companies Leader in Toronto, Ontario, where he specialized in helping companies
go public in both the UnitedStates and Canada, as well as cross-listing, across a wide variety of industries. Prior to that, he
held the position of Human Capital Leader in Mississauga, Ontario, from 2014 to 2016. Mr.Avery is a CPA (Canada) and CPA (NewYork)
with expertise in U.S.GAAP and IFRS.Since leaving public accounting, he has worked as CFO and financial consultant to both
private and public companies, providing strategic financial leadership to businesses pursuing public listings. Mr.Avery has received
his Honors Arts Accountancy Coop and Post-Baccalaureate Diploma in Accounting from University of Waterloo in 2005.
52
**Part II**
|
Item 5. | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | |
****
**Market Information**
The Companys common stock is traded on the NYSE American LLC
under the symbol JAGU.
****
**Holders**
At March 27, 2026, there were 92 holders of record of the Companys
Class A common shares.
****
**Dividends**
To date, the Company has not paid dividends on its common stock nor
does it anticipate that it will pay dividends in the foreseeable future. As of December31, 2025, the Company does not have any preferred
stock outstanding that has any preferential dividends.
****
**Securities Authorized for Issuance under Equity Compensation Plans
Information**
The number of common shares to be issued upon exercise of outstanding
stock awards is 858,000 and the number of common shares remaining available for future issuance under the Companys equity compensation
plans (excluding the common shares to be issued upon exercise of outstanding stock awards) is 1,161,377.
****
**Purchases of Equity Securities by the Issuer and the Affiliated
Purchasers**
None.
****
**Unregistered Sales of Equity Securities**
****
Set forth below is information regarding all securities
sold by the Registrant since December16, 2022, the offer and sale of which were not registered under the U.S.Securities Actof1933,
as amended (the **Securities Act**).
****
|
(a) | Common Shares |
|
|
1. | On December16, 2022, in connection with the Registrants
incorporation, the Registrant issued 100 Common Shares at a price of $0.01 per share for gross proceeds of $1.00. These Common Shares
were returned and cancelled on December20, 2023. |
|
|
2. | On May16, 2023, the Registrant issued 990,000 Common
Shares at a price of $0.10 per share for gross proceeds of $99,000. |
|
|
3. | On September21, 2023, the Registrant issued 10,000
Common Shares at a price of $0.10 per share for gross proceeds of $1,000. |
|
|
4. | On December8, 2023, the Registrant issued 500,000 Common
Shares at a price of $0.10 per share for gross proceeds of $50,000. |
|
|
5. | On December20, 2023, the Registrant issued 2,000,500units
at a price of $0.20 per unit for gross proceeds of $400,100. Each unit consists of one Common Share and one warrant, each exercisable
into one Common Share at an exercise price of $1.00 per share, expiring on December14, 2026. |
|
|
6. | On December20, 2023, the Registrant issued 150,000
Common Shares at a price of $0.20 per share for gross proceeds of $30,000, which were received in 2024. |
|
|
7. | In January2024, the Registrant issued 1,116,200 Common
Shares at a price of $2.00 per share for gross proceeds of $2,232,400. |
|
|
8. | On March15, 2024, the Registrant issued 80,000 Common
Shares at a price of $2.00 per share for gross proceeds of $160,000, of which 25,000shares were used to settle an outstanding debt
obligation. |
|
|
9. | On April8, 2024, the Registrant issued 1,211,687 Common
Shares to Green Shift Commodities Ltd. at a price of $2.00 per share as part of the acquisition of Berlin (BVI) Limited and Gaia Energy.
On the sameday, the Registrant issued another 291,667 common shares at a price of $2.00 per share for gross proceeds of $583,334. |
|
53
|
10. | On April15, 2024, the Registrant issued 187,916 Common
Shares at a price of $4.00 per share for gross proceeds of $751,666. |
|
|
11. | On July19, 2024, the Registrant closed on the acquisition
of 2847312 Ontario Inc. (Sucursal Argentina) by issuing 2,000,000 Common Shares at a price of $5.00 per share. |
|
|
12. | On September27, 2024, the Registrant issued 8,000 Common
Shares at a price of $5.00 per share for total proceeds of $40,000. |
|
|
13. | On January15, 2025, the Registrant issued 70,000 units
at a price of $5.00 per unit for gross proceeds of $350,000. Each unit consists of one Common Share and one warrant, each exercisable
into one Common Share at an exercise price of $5.05 per share, expiring on January15, 2028. |
|
|
14. | On June17, 2025, the Registrant issued 396,000 Common
Shares at a price of $1.00 per share as a result of the exercise of 396,000 warrants for a total proceeds of $396,000. |
|
|
15. | On July15, 2025, the Registrant issued 27,000 Common
Shares at a price of $1.00 per share as a result of the exercise of 27,000 warrants for a total proceeds of $27,000. |
|
|
16. | On July21, 2025, the Registrant issued 15,000 Common
Shares at a price of $5.00 per share for a total proceeds of $75,000. |
|
|
17. | On September5, 2025, the Registrant issued 3,000 Common
Shares at a price of $5.00 per share for a total proceeds of $15,000. |
|
****
|
(b) | Warrants |
|
On December20, 2023, the Registrant
issued 2,000,500warrants as part of the unit offering described above, each exercisable into one Common Share at an exercise price
of $1.00 per share, expiring on December14, 2026.
On January15, 2025, the Registrant
issued 70,000 warrants as part of the unit offering described above, each exercisable into one Common Share at an exercise price of $5.05
per share, expiring on January15, 2028.
On June17, 2025, the Registrant
issued 1,188,000 new warrants exercisable at $5.05 per share and expiring on June17, 2028 as a result of an incentive program pursuant
to a board resolution dated May20, 2025. The incentive program is to encourage early warrant exercises in advance of its public
listing. Under this program, holders who exercised their warrants received three additional warrants for each warrant exercised, each
exercisable into one Common Share at a price of $5.05 per share, expiring three years from the date of issuance. In addition, if a holder
exercised more than 10% of their warrants, the expiry date of their remaining unexercised $1.00 warrants was extended to December14,
2029. As a result of this program, 1,362,833 warrants had their expiry date extended from December14, 2026 to December14,
2029.
****
|
(c) | Options |
|
|
1. | On March15, 2024, the Registrant granted 180,000 stock
options with an exercise price of $2.00 per share. The options expire on March15, 2029. |
|
|
2. | On June18, 2024, the Registrant granted 90,000 stock
options with an exercise price of $4.00 per share. The options expire on June18, 2029. |
|
|
3. | On June30, 2024, the Registrant granted 320,000 stock
options with an exercise price of $4.00 per share. The options expire on June30, 2029. |
|
|
4. | On August28, 2024, the Registrant granted 25,000 stock
options with an exercise price of $5.00 per share. The options expire on August28, 2029. |
|
|
5. | On September25, 2024, the Registrant granted 243,000
stock options with an exercise price of $5.00 per share. The options expire on September25, 2029. |
|
The stock options were granted under the Registrants
stock option plan.
****
54
****
|
(d) | Convertible Note |
|
On June26, 2025, the Registrant
issued a convertible promissory note in the principal amount of $150,000, maturing on June26, 2027. The note is convertible, at
the option of the holder or mandatorily upon the Registrants listing on a recognized North American stock exchange, into units
of the Registrant at a conversion price equal to the lesser of $5.00 per share or a 25% discount to the Offering Price. Each unit consists
of one Common Share and one warrant exercisable into one Common Share at $5.00 per share for a period of three years from the date of
issuance.
None of the foregoing transactions involved
any underwriters, underwriting discounts or commissions, or any public offering. The Registrant believes the offers, sales, and issuances
of the above securities were exempt from registration under the Securities Act (or RegulationD or RegulationS promulgated
thereunder) by virtue of Section4(a)(2)of the Securities Act because the issuance of securities to the recipients did not
involve a public offering, or in reliance on Rule701 because the transactions were pursuant to compensatory benefit plans or contracts
relating to compensation as provided under such rule. The recipients of the securities in each of these transactions represented their
intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof,
and appropriate legends were placed upon the stock certificates issued in these transactions. All recipients had adequate access, through
their relationships with the Registrant, to information about the Registrant. The sales of these securities were made without any general
solicitation or advertising.
****
**Use of Proceeds**
On February 11, 2026, we sold 6,250,000 Common
Shares in connection with our IPO, at a public offering price of $4.00 per share for an aggregate offering price of $25,000,000. The offer
and sale of the Common Shares in our initial public offering were registered under the Securities Act pursuant to a registration statement
on Form S-1 (File No. 333-292006), which was declared effective by the SEC on January 30, 2026. The managing underwriter of our initial
public offering was Titan Partners, a division of American Capital Partners. The net proceeds, after deducting the underwriting discounts
and commissions and offering expenses payable by the Company, was approximately $20.4 million. No payments were made by us to directors,
officers or persons owning ten percent or more of our common shares or to their associates, or to our affiliates, other than payments
in the ordinary course of business to officers for salaries and to non-employee directors pursuant to our director compensation policy.
There has been no material change in the planned
use of proceeds from the initial public offering as described in our final prospectus dated February 11, 2026 filed with the SEC pursuant
to Rule 424(b) under the Securities Act.
****
|
Item 6. | [Reserved] | |
|
Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations | |
**
*The following discussion should be read in
conjunction with the consolidated financial statements and related notes thereto included elsewhere in this Annual Report on Form 10-K.
In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions
that could cause actual results to differ materially from its managements expectations. Factors that could cause such differences
are discussed in Forward-Looking Statements, Risk Factor Summary and Risk Factors in this Annual
Report on Form 10-K. The Company assumes no obligation to update any of these forward-looking statements, unless required to do so by
applicable law.*
**
*The discussion that follows includes a comparison
of the Companys results of operations and liquidity and capital resources for the fiscal years ended December 31, 2025 and 2024.
The Company has elected to omit discussion of the earliest of the three years covered by the consolidated financial statements presented.
For a discussion and analysis of fiscal year ended December 31, 2023 and of changes from the fiscal year ended December 31, 2024 to the
fiscal year ended December 31, 2023, refer to Managements Discussion and Analysis of Financial Condition and Results of
Operations in the Companys prospectus filed with the SEC on February 11, 2026.*
**Overview**
We are 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 uranium exploration
projects in Argentina and one exploration project in Colombia.
We maintain significant land holdings in Colombia
and Argentina, which offer substantial exploration potential. Our Properties are located within mining-friendly jurisdictions and are
supported by established infrastructure.
From inception in December2022 through the
present date, we have focused on acquiring properties and conducting exploration work on them, with the goal of building a larger aggregate
uranium and REE resource. We intend to regularly consider acquisitions of other uranium and critical metal assets across Latin America.
To execute our business strategy, we will require substantial additional financial resources, including amounts necessary to fund our
planned exploration program at our Properties. See the information under the heading *Risk FactorsRisks Related
to Our Financial ConditionsSignificant additional capital is required to fund our business plan.* and *Risk
FactorsRisks Related to Our BusinessOur operations are capital intensive, and we will require significant
additional financing to acquire additional uranium resource properties and projects and to pursue exploration, development, and mining
operations on our existing uranium projects* in this Annual Report on Form 10-K for more information.
55
We have not yet generated any income. Our expenses
for the year ended December31, 2025 totaled $2,330,563, including approximately $503,849 in professional fees (including legal fees,
auditor fees, and accounting fees); $1,543,486 in general and administrative expenses; $277,744 in exploration and evaluation expenditures;
and, $5,484 in depreciation. Our expenses for the year ended December31, 2024 totaled $7,341,652, including approximately $787,994
in professional fees (including legal fees, auditor fees, and accounting fees); $1,432,236 in general and administrative expenses; $1,497,523
in exploration and evaluation expenditures; $3,620,449 in mineral properties impairment; and, $3,450 in depreciation.
To date, our ongoing operations have been financed
by the sale of equity securities by way of private placements. 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. See the information under the heading *Risk FactorsRisks Related to Our Financial Conditions
Significant additional capital is required to fund our business plan.* and *Risk FactorsRisks
Related to Our BusinessOur operations are capital intensive, and we will require significant additional financing to
acquire additional uranium resource properties and projects and to pursue exploration, development, and mining operations on our existing
uranium projects* in this Annual Report on Form 10-K for more information. During the balance of 2026, we anticipate that we
will continue our exploration and development of mineral interests, secure and maintain title to properties with the goal upon achieving
future profitable production. There is no assurance that we will succeed in this endeavor, achieve revenues in the future, achieve revenues
that exceed the cost of our expense in the future, or generate a profit, taking into account our expenses.
****
**Results of Operations**
Years ended December31, 2025 and 2024
The following financial data is derived from,
and should be read in conjunction with the Annual Financial Statements. A summary of the Companys operating results for the years
ended December31, 2025 and 2024 are as follows:
|
| |
Year ended
December 31,
2025 | | |
Year ended
December 31,
2024 | | |
|
REVENUE | |
$ | | | |
$ | | | |
|
| |
| | | |
| | | |
|
OPERATING EXPENSES: | |
| | | |
| | | |
|
General and administrative expenses | |
| 1,543,486 | | |
| 1,432,236 | | |
|
Legal and professional fees | |
| 503,849 | | |
| 787,994 | | |
|
Mineral properties impairment | |
| | | |
| 3,620,449 | | |
|
Depreciation | |
| 5,484 | | |
| 3,450 | | |
|
Exploration and evaluation expenditures | |
| 277,744 | | |
| 1,497,523 | | |
|
TOTAL OPERATING EXPENSES | |
| 2,330,563 | | |
| 7,341,652 | | |
|
| |
| | | |
| | | |
|
OTHER INCOME AND EXPENSES | |
| | | |
| | | |
|
Interest and other (income) expense | |
| 941 | | |
| (370,215 | ) | |
|
Foreign exchange (gain) loss | |
| (16,983 | ) | |
| (149,547 | ) | |
|
| |
| | | |
| | | |
|
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAX EXPENSE | |
| 2,314,521 | | |
| 6,821,889 | | |
|
| |
| | | |
| | | |
|
Deferred tax recovery | |
| | | |
| (1,059,914 | ) | |
|
| |
| | | |
| | | |
|
NET LOSSAND COMPREHENSIVE LOSS | |
$ | 2,314,521 | | |
$ | 5,761,975 | | |
The following is an analysis of the Companys
operations for the year ended December31, 2025 compared to the year ended December31, 2024. Significant items contributing
to the loss incurred during such period were as follows:
|
| General and administrative expenses totaling $1,543,486,
compared to $1,432,236 for the year ended December31, 2024, mainly consisting of: $670,488 of share-based payments and $674,763
of cash compensation to consultants, directors and officers (2024$1,165,447); $10,617 in travel costs (2024$125,790);
and other miscellaneous general and administrative expenses amounting to $187,618 (2024$140,999). The increase in
these expenses are due to the accrual of $225,000 of management bonuses for December 31, 2025, which were offset by a decrease in travel
costs as the Company curtailed expenditures to focus on completing the IPO. |
|
56
|
| Legal and professional fees for the year ended December31,
2025 were $503,849 compared to $787,994 for the year ended December31, 2024, mainly consisting of: $150,880 of audit and accounting
fees (2024$192,085), which fees were incurred to obtain audits and interim reviews for all entities (2024 - $192,085);
$75,598 of bookkeeping and financial consulting fees (2024$101,176), which relate to fees paid for the Companys
bookkeeper as well as fees paid to external financial consultants for preparing for and managing the audit and accounting functions;
$277,371 of legal fees (2024$481,736), which primarily relate to fees paid for securities counsel as part of pursuing
the filing of a registration statement with the SEC, as well as ordinary corporate counsel fees. The decrease in legal and professional
costs are primarily due to a lesser need of professional services due to the involvement of the CFO for all of 2025, which required a
lesser reliance on outside accounting service providers, additionally, fewer audit costs were incurred as 2024 required the audits of
the acquired companies. Finally, lesser legal fees due to the Company having completed the largest part of the IPO related legal work
during 2024. |
|
|
| During the period after acquisition of the respective mineral
properties and December31, 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 December31, 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. 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. The recognition of the impairment then in turn creates a
recovery of deferred taxes, which resulted in $1,059,914 in deferred tax recovery. During the year ended December 31, 2025, and as at
December 31, 2025, the uranium spot price had recovered, 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. |
|
|
| The depreciation expenses for the year ended December31,
2025, were $5,484 (2024$3,450). |
|
|
| Exploration and evaluation expenditures for the year ended
December31, 2024, were $277,744 (2024$1,497,523), consisting of: |
|
|
Exploration and Evaluation Expenses | |
Berlin
(Colombia) | | |
Laguna Salada
(Argentina) | | |
Huemul
(Argentina) | | |
Year Ended
December 31,
2025 | | |
|
Personnel | |
$ | 135,188 | | |
$ | 155 | | |
$ | 155 | | |
$ | 135,498 | | |
|
Geological | |
| 10,095 | | |
| | | |
| | | |
| 10,095 | | |
|
Land management | |
| 41,937 | | |
| 63,363 | | |
| 22,618 | | |
| 127,918 | | |
|
Other | |
| 225 | | |
| 2,004 | | |
| 2,004 | | |
| 4,233 | | |
|
| |
$ | 187,445 | | |
$ | 65,522 | | |
$ | 24,777 | | |
$ | 277,744 | | |
|
Exploration and Evaluation Expenses | |
Berlin
(Colombia) | | |
Laguna Salada
(Argentina) | | |
Huemul
(Argentina) | | |
Year Ended
December 31,
2024 | | |
|
Personnel | |
$ | 512,576 | | |
$ | 17,582 | | |
$ | 17,582 | | |
$ | 547,740 | | |
|
Geological | |
| 712,837 | | |
| | | |
| | | |
| 712,837 | | |
|
Land management | |
| 91,920 | | |
| 47,981 | | |
| 44,350 | | |
| 184,251 | | |
|
Other | |
| 29,181 | | |
| 11,757 | | |
| 11,757 | | |
| 52,695 | | |
|
| |
$ | 1,346,514 | | |
$ | 77,320 | | |
$ | 73,689 | | |
$ | 1,497,523 | | |
The Berlin Project SPA was entered into on December8,
2023 and the Berlin Project Closing Date was April8, 2024. During the intervening period, the Company incurred $415,185 of costs
related to exploration and evaluation of the Berlin Project in anticipation of the acquisition closing. Given the nature of these exploration
and evaluation expenses, we have expensed them as incurred and not as costs of the acquisition itself.
|
| Personnel costs consist of the payments made to the consultants,
who are managing the Companys operations in Colombia. |
|
|
| Geological costs consist of the payments made to contractors
who prepare the work plan for tour Properties, including surface geological exploration, subsoil exploration, geological assessment and
modelling and financial and market analysis. |
|
57
|
| Land management costs consist of the payments made to the
Agencia Nacional De Mineria (ANM), regarding the interest related to the liability for the mining concessions, which are
included in accounts payable. |
|
|
| Other costs consist of general operating costs, such as small
equipment rentals and drone operations. |
|
|
| Costs related to 284 Ontario were incurred from the date
of acquisition until December31, 2024 and relate primarily to our on-site personnel in Argentina; land management costs including
legal and administrative costs of maintaining regulatory compliance and on-site operations; and other expenses consist of local travel
costs and other expenses. |
|
For clarity, the Company has not conducted any
physical exploration work on the Berlin Project or any other properties. The amounts shown above, including the $415,185 incurred during
the intervening period, relate to exploration and evaluation activities such as planning, geological assessments, and regulatory compliance
in anticipation of the acquisition closing, rather than field-based exploration.
Interest expense for the year ended December31,
2025 was $941 (2024interest income $370,215). The 2024 interest income corresponds to the increased amount of cash
at hand as a result of the private placements throughout 2024 as well as a reversal of certain accrued liabilities that were assumed on
the acquisition of the Colombian entities and were subsequently reversed when the Company was not required to make payment. During the
year ended December 31, 2025, the Company had utilized the majority of the cash reserves in pursuing the IPO and as a result interest
income was insignificant and offset by bank charges incurred throughout the year.
Foreign exchange gains for the year ended December31,
2025 were $16,984 (2024$149,547). The decline is due to a reduction in expenditures and payments made to Colombia,
compared with payments that were necessary in 2024, which primarily consisted of the liability to the ANM for surface fee payments and
the accrued interest thereon, in connection with the concessions comprising the Berlin Project.
****
**Liquidity and Capital Resources**
A summary and discussion of our cash inflows and
outflows are as follows:
Operating Activities
For the years ended December31, 2025 and
2024, the Company used $944,440 and $3,443,499, respectively, in operations during the year. The primary driver of the decrease is the
overall decrease in net loss of $2,314,521 for the year ended December 31, 2025 (2024 - $5,761,975), and there were no amounts for release
of accounts payable obligation or mineral properties impairment during the year ended December 31, 2025 (2024 ($327,458) and 3,620,449, respectively). Offset by a reduction in the amount of share-based compensation of $670,488 for the year ended December 31, 2025 (2024
- $1,030,480) and an increase due to the recognition of prepaid expenses in expense and an increase in accounts payable due to management
ceasing to take full payment of salary, accrued but unpaid bonuses and an overall cash management policy that extended terms with creditors
until after the IPO was completed.
Investing Activities
During the year ended December 31, 2025, the Company
used $nil in investing activities. During the year ended December31, 2024, the Company used $254,190 in investing activities, consisting
primarily of $206,522 of cash consideration paid in respect of the Argentina and Colombia acquisitions.
Financing activities
For the years ended December31, 2025, offsetting
the above uses of cash, were $923,000, which consisted of $350,000 of proceeds from the issuance of units, $150,000 from the issuance
of a convertible debenture and $423,000 from the exercise of warrants (2024 - $3,406,653 consisting principally of proceeds from the issuance
of Common Shares and units and subscriptions received in advance).
Cash Resources and Going Concern
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. 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.
58
As of December 31, 2025, we had a working capital
deficit of $772,896, and an accumulated deficit of $10,507,351. At December31, 2024, the Company had working capital deficit of
$57,216 and an accumulated deficit of $5,853,605. Subsequent to the year ended December 31, 2025, 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.
We anticipate that the proceeds of the IPO will
fund our capital requirements for the following 24months from the IPO. The reason that we expect that the IPO will fund our capital
requirements for the next 24months is based on the Companys budget with regards to its anticipated exploration programs,
workforce expansion plans and general corporate activities such as legal counsel, accounting, investor relations and other typical expenditures.
The categories of expenditures expected by the Company are exploration expenditures and property maintenance fees, general administrative
expenses and working capital and general corporate purposes. We expect that we will operate at a loss for the foreseeable future and believe
the current cash and cash equivalents will be sufficient for us to maintain our currently held Properties, and fund our currently anticipated
general and administrative costs. In any event, we will be required to raise additional funds through future financings in order to continue
our business. Should such financing not be available in that time-frame or in reasonable and acceptable terms to us, we will be required
to reduce our operating activities.
Despite our success to date in raising capital
to fund our operations, there remains uncertainty that we will be able to secure any additional financing in the current or future equity
markets. See the information under the heading *Risk Factors* in this Annual Report on Form 10-K for more information.
Failure to obtain additional financing could have a material adverse effect on our financial condition and results of operation and could
cast uncertainty on our ability to continue as a going concern.
****
**Mineral Property Obligations**
We hold our property rights through the following
mining leases and option agreements.
Berlin Project
On April8, 2024, we acquired a 100% indirect
interest in the Berlin Project pursuant to the Berlin Project SPA.Pursuant to the Berlin Project SPA, we acquired all of the issued
and outstanding shares of Gaia Energy from Green Shift on the Berlin Project Closing Date in consideration of (a)an initial cash
payment to Green Shift of C$20,000, (b)the issuance to Green Shift of 1,211,687 Common Shares, and (c)the grant of the Berlin
Project Royalty to Green Shift pursuant to the Berlin Project Royalty Agreement.
Pursuant to the Berlin Project SPA, as additional
consideration for the purchase of all of the issued and outstanding shares of Gaia Energy, we will no later than 30days after the
commencement of commercial production at the Berlin Project, pay Green Shift a third cash payment of C$5million. We have previously;
|
(a) | paid to Green Shift a second cash payment of C$1million;
and |
|
|
(b) | issued to Green Shiftsuch number of Common Share that
would result in Green Shift owning an aggregate 25% of the issued shares of the issued and outstanding Common Shares (after giving effect
to both the issuance to Green Shift and the completion of the Liquidity Event) at the price per share equal to the Offering Price. |
|
Argentina Projects
On July19, 2024, we acquired a 100% indirect
interest in the Argentina Projects pursuant to the Argentina Projects SPA.Pursuant to the Argentina Projects SPA, we acquired all
of the issued and outstanding shares of 284 Ontario from Consolidated Uranium on the Argentina Projects Closing Date in consideration
of (a)the issuance to Consolidated Uranium of 2,000,000 Common Shares, (b)the grant of the HuemulII Royalty to Consolidated
Uranium pursuant to the HuemulII Royalty Agreement; and (c)the grant of the Laguna****Project Royalty to Consolidated
Uranium pursuant to the Laguna Project Royalty Agreement. Pursuant to the terms of the Laguna Project Royalty Agreement, we have the option
to repurchase one-half (1.0%) of the Laguna Project Royalty for a period of sevenyears from****the Argentina Projects Closing
Date for $2,500,000. Pursuant to the terms of the Huemul II Royalty Agreement, Consolidated Uranium retained the Huemul Option that extends
the royalty to cover both the Huemul I and Huemul II Properties, in exchange for a payment of $1.0million to the Company, provided
the payment is made prior to the execution of the Huemul I Buy Back Right Assignment Agreement. On March10, 2025, the Huemul I Buy
Back Right Assignment Agreement was executed, and the Existing Huemul I Buy Back Right was assigned to Consolidated Uranium, resulting
in the immediate termination of the Huemul Option.
59
Prior to the execution of the Argentina Projects
SPA, 284 Ontario had entered into two net smelter return royalty agreements: Existing Huemul Royalty Agreement I and Existing Huemul Royalty
Agreement II, both dated July31, 2023. Pursuant to the Existing Huemul Royalty Agreement I, 284 Ontario granted Minera Agauca S.A.
a 2.0% net smelter return royalty on all future production from specific concessions of the Huemul Project, namely Cateo Huemul Norte,
Cateo Huemul Sur, Mina Huemul, MD Silvana, and MD Cerro Butalo. Under the terms of this agreement, 284 Ontario had the Existing Huemul
I Buy Back Right, which has been assigned to Consolidated Uranium on March10, 2025. Pursuant to the Existing Huemul Royalty Agreement
II, 284 Ontario granted NewEra Metal Resources Ltd. and Mr.Guillermo Wild Ceruzzi a 1.0% net smelter return royalty on future production
from the MD Mirano Norte and MD Carmencita concessions within the Huemul Project. This agreement grants 284 Ontario the exclusive and
irrevocable one-time right to repurchase the entire 1.0% royalty for a payment of $400,000, which can be exercised at any time, subject
to a 15-day notice requirement.
Pursuant to the Argentina Projects SPA, as additional
consideration for the purchase of all of the issued and outstanding shares of 284 Ontario, we have issued to Consolidated Uranium 400,000
Common Shares. Further, we have also issued to Consolidated Uranium Common Shares in an amount to reflect a $12,000,000 valuation of the
Argentina Projects at the offering price of $4.00.
Pursuant to the Argentina Projects SPA, we have
acquired a 100% indirect interest in the Sierra Pintada Project, in addition to the Argentina Projects. The Sierra Pintada Project consists
of 15 claims that grant us rights solely to explore for specified minerals; no rights to mine any minerals have been conferred. To date,
no material exploration work has been conducted on the Sierra Pintada Project, and we have no current plans to initiate exploration or
development activities. Accordingly, the Sierra Pintada Project remains, and is expected to remain for the foreseeable future, in an initial
exploration stage, with no drilling or geological data to support potential mineral findings, nor any economic assessments to indicate
value. The Sierra Pintada Project is not anticipated to impact our business operations, cash flow, or asset valuation in the foreseeable
future. We do not claim any mineral resources or reserves on the Sierra Pintada Project at this time, and there is no certainty that mineralized
material will be discovered.
In connection with the Argentina Projects SPA,
we entered into the IsoEnergy IRA.Pursuant to the IsoEnergy IRA, IsoEnergy is entitled to participate in future equity financings,
including the issuance of equity securities or securities convertible into or exercisable for equity securities in any public or private
offering, on terms consistent with those offered to other investors, subject to certain exceptions, including issuances of securities
(a)under the Companys existing or future share-based incentive plans, (b)upon the exercise or conversion of previously
issued convertible or exchangeable securities, (c)in connection with acquisitions, business combinations, or other asset transactions,
and (d)through a rights offering made available to all shareholders.
IsoEnergy is also entitled to nominate one director
to our board of directors following our 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 IsoEnergys nominee to our board of directors.
The IsoEnergy IRA will terminate when IsoEnergys
ownership percentage in the Company falls below 5%. Upon termination, all rights and obligations under the agreement will cease.
****
**Off-Balance Sheet Arrangements**
We do not have any off-balance sheet arrangements
that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues
or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
****
**Basis of Presentation**
The accompanying financial statements have been
prepared in accordance with U.S.GAAP as issued by the Financial Account Standards Board.
****
**Recently Adopted Accounting Pronouncements**
In November 2023, the Financial Accounting Standards
Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements
to Reportable Segment Disclosures (ASU 2023-07) to improve reportable segment disclosure requirements, primarily through
enhanced disclosures about significant segment expenses. The standard does not change the definition of a segment, the method for determining
segments, or the criteria for aggregating operating segments into reportable segments. ASU 2023-07 is effective for annual periods beginning
after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective application
to all prior periods presented in the financial statements. The Company adopted this guidance during the fiscal year ended December 31,
2024, by providing the additional disclosures as required.
60
In August 2020, the FASB issued ASU No.2020-06
(ASU 2020-06): DebtDebt with Conversion and Other Options (Subtopic 470-20) and Derivatives and HedgingContracts
in Entitys Own Equity (Subtopic 815-40). ASU 2020-06 reduces the number of accounting models for convertible debt instruments by
eliminating the cash conversion and beneficial conversion models. The diluted net income per share calculation for convertible instruments
requires the Company to use the if-converted method. For contracts in an entitys own equity, the type of contracts primarily affected
by this update are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure
to meet the settlement conditions of the derivative scope exception. This update simplifies the related settlement assessment by removing
the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required
to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective for the Company on January 1, 2024, with early adoption permitted.
On January 1, 2024, the adoption of ASU 2020-06 was not disclosed as an adoption as there were no applicable instruments at the time of
the adoption and accordingly, AUS 2020-06 had no impact on the Companys consolidated financial statements or disclosures; however,
it had an impact in the accounting for the convertible debenture issued during the current period, so the adoption disclosures have been
included herein.
In December 2023, the FASB issued ASU 2023-09,
Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires additional disaggregation of the reconciliation between
the statutory and effective tax rate for an entity and of income taxes paid. The amendments improve the transparency of income tax disclosures
by requiring consistent categories and greater disaggregation of information by jurisdiction. ASU 2023-09 is effective for annual periods
beginning after December 15, 2024, and is applied either prospectively or retrospectively at the option of the Company. The Company adopted
this standard prospectively on January 1, 2025, which resulted in expanded income tax disclosures in these consolidated financial statements.
****
**Critical Accounting Estimates**
A summary of significant accounting policies of
the Company is presented in Note3 of the Audited Financial Statements and in the audited condensed consolidated financial statements
for the period ended December 31, 2025. 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. The below discussion highlights the accounting policies having the greatest impact
on the respective financial statements:
Functional currency and foreign currency translations
The functional currency of the Company and its
subsidiaries is the U.S.Dollar. On acquisition of the subsidiaries pursuant to the Berlin Project SPA, the functional currency of
the acquired companies was reassessed based on the relevant facts and circumstances related to the subsidiaries and in consideration of
its integration with the Company, the outcome of which was that the functional currency of the subsidiaries is the U.S.Dollar. The
unaudited condensed consolidated financial statements of the Company are presented in the U.S.Dollar.
Changes in the underlying facts and circumstances
in the future could result in a change in functional currency. Should the functional currency change to a foreign currency, other than
the U.S. Dollar, the change would be made prospectively and could result in material future changes to the unaudited condensed consolidated
financial statements of the Company, including the need to present other comprehensive income/loss.
Mineral properties
In accordance with U.S.GAAP, expenditures
relating to the acquisition of mineral rights are initially capitalized as incurred while exploration and pre-extraction expenditures
are expensed as incurred until such time as we exit the exploration stage by establishing proven or probable reserves.
In capitalizing the acquisition of mineral rights,
it is first necessary to determine whether the transaction constitutes an asset acquisition or a business combination, including whether
to apply the screen test in determining whether substantially all of the fair value is concentrated in a single identifiable asset or
a group of similar identifiable assets. These estimates are subject to risks and uncertainties, primarily related to the recognition and
measurement of fair value of the related consideration. The estimates are based on managements judgments and relevant market data.
Impairment of long-lived assets
The ultimate recoverability of the exploration
and evaluation assets with a carrying value of $ at December 31, 2025, is dependent upon the Companys ability to obtain the necessary
financing to complete the exploration and development and commence profitable production at its Properties, or alternatively, upon the
Companys ability to dispose of its interests therein on an advantageous basis. A review of the indicators of potential impairment
is at minimum carried out at each period end.
61
Management reviews mineral properties for impairment
whenever events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable. Where an indicator
of impairment exists, a formal estimate of the recoverable amount of the assets is made. An impairment loss is recognized when the carrying
value of the assets is higher than the recoverable amount and when mineral license tenements are relinquished or have lapsed. In undertaking
this review, management of the Company is required to make significant estimates of, among other things, discount rates, commodity prices,
availability of financing, future operating and capital costs and all aspects of project advancement.
These estimates are subject to various risks and
uncertainties, which may ultimately have an effect on the expected recoverability of the carrying values of the assets.
Long-lived assets, consisting of property and
equipment and mineral rights are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an
asset or asset group may not be recoverable. Management applies judgment to assess whenever events or changes in circumstances indicate
the carrying amount of an asset or asset group may not be recoverable giving rise to the requirement to conduct an impairment test. Circumstances
which could trigger an impairment test include, but are not limited to: significant decreases in the market price of the asset; significant
adverse changes in the business climate or legal factors including significant decreases in uranium prices; significant increases in reclamation
costs and accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset;
current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the
use of the asset; and current expectation that the asset will more likely than not be sold or disposed of significantly before the end
of its estimated useful life. Recoverability of these assets is measured by comparing the carrying value to the future undiscounted cash
flows expected to be generated by the assets. When the carrying value of an asset exceeds the related undiscounted cash flows, an impairment
loss is recorded by writing down the carrying value of the related asset to its estimated fair value, which is determined using discounted
future cash flows or other measures of fair value.
Share-based compensation and share-based payments
The fair value of share-based payments are subject
to the limitations of the Black-Scholes option pricing model that incorporates market data and involves uncertainty in estimates used
by management in the assumptions. Because the Black-Scholes option pricing model requires the inputs of highly subjective assumptions,
including the volatility of share prices, changes in subjective input assumptions can materially affect the estimate.
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 are contingent liabilities if its 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.
Managements 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 December 31, 2025.
|
Item 7A. | Quantitative and Qualitative Disclosures About Market
Risk |
|
Not applicable.
62
|
Item 8. | Financial Statements and Supplementary Data | |
****
**JAGUAR URANIUM CORP.**
****
**Index to Financial Statements**
****
|
Report of Independent Registered Public Accounting Firm (PCAOB ID 173) |
F-2 | |
|
|
| |
|
Consolidated Balance Sheets as of December 31, 2025 and 2024 |
F-3 | |
|
|
| |
|
Consolidated Statements of Operations for the Years Ended December 31, 2025, 2024 and 2023 |
F-4 | |
|
|
| |
|
Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2025, 2024 and 2023 |
F-5 | |
|
|
| |
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023 |
F-6 | |
|
|
| |
|
Notes to Consolidated Financial Statements |
F-7 | |
F-1
**Report of Independent Registered Public Accounting
Firm**
*****
**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM**
To the Shareholders and the Board of Directors
of
Jaguar Uranium Corp.
**Opinion on the Financial Statements**
****
We have audited the accompanying consolidated
balance sheets of Jaguar Uranium Corp. (the Company) and its subsidiaries (collectively referred to as the Group),
as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, consolidated statements of
changes in equity, and consolidated statements of cash flows, for each of the two years ended December 31, 2025, and the related notes
(collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements
present fairly, in all material respects, the financial positions of the Group as of December 31, 2025, and 2024, and the results of its
operations and its cash flows, for each of the two years ended December 31, 2025, in conformity with generally accepted accounting principles
in the United States of America.
**Basis for Opinion**
These consolidated financial statements are the
responsibility of the Groups management. Our responsibility is to express an opinion on the Groups consolidated financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) (PCAOB) and are required to be independent with respect to the Group in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement, whether due to error or fraud. The Group is not required to have, nor were we
engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Groups
internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess
the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide
a reasonable basis for our opinion.
| /s/ Summit Group CPAs, P.C. (PCAOB ID: 5910) | |
| | |
| Summit Group CPAs, P.C. | |
| | |
| We have served as the Groups auditor since 2025. | |
| | |
| New York, New York | |
| March 27, 2026 | |
| F-2 | |
| | |
**JAGUAR URANIUM CORP.**
****
**BALANCE SHEETS**
****
**AS OF DECEMBER 31, 2025 AND DECEMBER 31, 2024**
****
|
| |
2025 | | |
2024 | | |
|
ASSETS | |
| | |
| | |
|
Current assets | |
| | |
| | |
|
Cash and cash equivalents | |
$ | 82,444 | | |
$ | 103,884 | | |
|
Prepaid expenses and other assets | |
| 98,102 | | |
| 273,236 | | |
|
Total current assets | |
| 180,546 | | |
| 377,120 | | |
|
| |
| | | |
| | | |
|
Non-current assets | |
| | | |
| | | |
|
Mineral properties | |
| 8,150,000 | | |
| 8,150,000 | | |
|
Property and equipment, net | |
| 38,865 | | |
| 44,218 | | |
|
| |
| 8,188,865 | | |
| 8,194,218 | | |
|
TOTAL ASSETS | |
$ | 8,369,411 | | |
$ | 8,571,338 | | |
|
| |
| | | |
| | | |
|
LIABILITIES | |
| | | |
| | | |
|
Current liabilities | |
| | | |
| | | |
|
Accounts payable and other liabilities | |
$ | 953,442 | | |
$ | 434,336 | | |
|
Total current liabilities | |
| 953,442 | | |
| 434,336 | | |
|
| |
| | | |
| | | |
|
Non-current liabilities: | |
| | | |
| | | |
|
Deferred tax liability | |
| 1,400,000 | | |
| 1,400,000 | | |
|
Convertible debentures | |
| 150,000 | | |
| | | |
|
TOTAL LIABILITIES | |
| 2,503,442 | | |
| 1,834,336 | | |
|
| |
| | | |
| | | |
|
SHAREHOLDERS EQUITY | |
| | | |
| | | |
|
Common stock, Class A, $ Nil par value: unlimited authorized,9,057,020 (2024 - 8,564,020)
shares issued and outstanding | |
| | | |
| | | |
|
Additional paid-in capital | |
| 16,373,320 | | |
| 12,590,607 | | |
|
Accumulated deficit | |
| (10,507,351 | ) | |
| (5,853,605 | ) | |
|
TOTAL SHAREHOLDERS EQUITY | |
| 5,865,969 | | |
| 6,737,002 | | |
|
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY | |
$ | 8,369,411 | | |
$ | 8,571,338 | | |
**The accompanying notes are an integral part
of these financial statements.**
****
F-3
**JAGUAR URANIUM CORP.**
****
**UNAUDITED CONDENSED CONSOLIDATED IBNTERIM STATEMENTS
OF OPERATIONS AND COMPREHENSIVE LOSS**
****
**FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024**
|
| |
Year ended December 31, 2025 | | |
Year ended December 31, 2024 | | |
|
REVENUE | |
$ | | | |
$ | | | |
|
| |
| | | |
| | | |
|
OPERATING EXPENSES: | |
| | | |
| | | |
|
General and administrative expenses | |
| 1,543,486 | | |
| 1,432,236 | | |
|
Legal and professional fees | |
| 503,849 | | |
| 787,994 | | |
|
Mineral properties impairment | |
| | | |
| 3,620,449 | | |
|
Depreciation | |
| 5,484 | | |
| 3,450 | | |
|
Exploration and evaluation expenditures | |
| 277,744 | | |
| 1,497,523 | | |
|
TOTAL OPERATING EXPENSES | |
| 2,330,563 | | |
| 7,341,652 | | |
|
| |
| | | |
| | | |
|
OTHER INCOME AND EXPENSES | |
| | | |
| | | |
|
Interest and other (income) expense | |
| 941 | | |
| (370,215 | ) | |
|
Foreign exchange (gain) | |
| (16,983 | ) | |
| (149,547 | ) | |
|
| |
| | | |
| | | |
|
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAX EXPENSE | |
| 2,314,521 | | |
| 6,821,889 | | |
|
| |
| | | |
| | | |
|
Deferred tax recovery | |
| | | |
| (1,059,914 | ) | |
|
| |
| | | |
| | | |
|
NET LOSSAND COMPREHENSIVE LOSS | |
$ | 2,314,521 | | |
$ | 5,761,975 | | |
|
| |
| | | |
| | | |
|
BASIC AND DILUTED LOSS PER SHARE | |
$ | (0.26 | ) | |
$ | (0.83 | ) | |
|
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED | |
| 8,846,321 | | |
| 6,949,555 | | |
**The accompanying notes are an integral part
of these financial statements.**
****
F-4
****
**JAGUAR URANIUM CORP.**
****
**UNAUDITED CONDENSED CONSOLIDATED IBNTERIM STATEMENT
OF CHANGES IN SHAREHOLDERS EQUITY**
****
**FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
****
|
| |
Number of Shares | | |
Amount | | |
Additional paid-in capital | | |
Accumulated deficit | | |
Total Shareholders Equity | | |
|
BALANCE AT DECEMBER 31, 2024 | |
| 8,546,020 | | |
$ | | | |
$ | 12,590,607 | | |
$ | (5,853,605 | ) | |
$ | 6,737,002 | | |
|
Exercise of warrants | |
| 423,000 | | |
| | | |
| 423,000 | | |
| | | |
| 423,000 | | |
|
Deemed dividend - warrant modification and inducement | |
| | | |
| | | |
| 2,339,225 | | |
| (2,339,225 | ) | |
| | | |
|
Shares issued for unit subscription | |
| 70,000 | | |
| | | |
| 350,000 | | |
| | | |
| 350,000 | | |
|
Share-based compensation | |
| 18,000 | | |
| | | |
| 670,488 | | |
| | | |
| 670,488 | | |
|
Net loss and comprehensive loss | |
| | | |
| | | |
| | | |
| (2,314,521 | ) | |
| (2,314,521 | ) | |
|
BALANCE AT DECEMBER 31, 2025 | |
| 9,057,020 | | |
$ | | | |
$ | 16,373,320 | | |
$ | (10,507,351 | ) | |
$ | 5,865,969 | | |
|
| |
Number of Shares | | |
Amount | | |
Additional paid-in capital | | |
Accumulated deficit | | |
Total Shareholders Equity | | |
|
BALANCE AT DECEMBER 31, 2023 | |
| 3,650,500 | | |
$ | | | |
$ | 580,100 | | |
$ | (91,630 | ) | |
$ | 488,470 | | |
|
Shares of common stock issued, net of issue costs | |
| 1,683,833 | | |
| | | |
| 3,756,653 | | |
| | | |
| 3,756,653 | | |
|
Share-based compensation | |
| | | |
| | | |
| 1,030,480 | | |
| | | |
| 1,030,480 | | |
|
Share consideration for Argentina Acquisition | |
| 2,000,000 | | |
| | | |
| 4,800,000 | | |
| | | |
| 4,800,000 | | |
|
Share consideration for Colombian Acquisition | |
| 1,211,687 | | |
| | | |
| 2,423,374 | | |
| | | |
| 2,423,374 | | |
|
Net loss and comprehensive loss | |
| | | |
| | | |
| | | |
| (5,761,975 | ) | |
| (5,761,975 | ) | |
|
BALANCE AT DECEMBER 31, 2024 | |
| 8,546,020 | | |
$ | | | |
$ | 12,590,607 | | |
$ | (5,853,605 | ) | |
$ | 6,737,002 | | |
****
**The accompanying notes are an integral
part of these financial statements.**
****
F-5
****
**JAGUAR URANIUM CORP.**
****
**UNAUDITED CONDENSED CONSOLIDATED IBNTERIM STATEMENTS
OF CASH FLOWS**
****
**FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024**
****
|
| |
2025 | | |
2024 | | |
|
CASH FLOWS FROM OPERATING ACTIVITIES: | |
| | |
| | |
|
Net loss | |
$ | (2,314,521 | ) | |
$ | (5,761,975 | ) | |
|
Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | | |
|
Share-based payments | |
| | | |
| 50,000 | | |
|
Share-based compensation | |
| 670,488 | | |
| 1,030,480 | | |
|
Release of accounts payable obligation | |
| | | |
| (327,458 | ) | |
|
Mineral properties impairment | |
| | | |
| 3,620,449 | | |
|
Depreciation | |
| 5,484 | | |
| 3,450 | | |
|
Deferred tax recovery | |
| | | |
| (1,059,914 | ) | |
|
Changes in operating assets and liabilities: | |
| | | |
| | | |
|
Prepaid expenses and other assets | |
| 175,134 | | |
| (218,374 | ) | |
|
Accounts payable and other liabilities | |
| 518,974 | | |
| (980,157 | ) | |
|
Advance to parent of acquiree | |
| | | |
| 200,000 | | |
|
Net cash used in operating activities | |
| (944,440 | ) | |
| (3,443,499 | ) | |
|
| |
| | | |
| | | |
|
CASH FLOWS FROM INVESTING ACTIVITIES: | |
| | | |
| | | |
|
Purchase consideration paid in cash, net of cash acquired | |
| | | |
| (206,522 | ) | |
|
Purchase of property and equipment | |
| | | |
| (47,668 | ) | |
|
Net cash used in investing activities | |
| | | |
| (254,190 | ) | |
|
| |
| | | |
| | | |
|
CASH FLOWS FROM FINANCING ACTIVITIES: | |
| | | |
| | | |
|
Proceeds from issuance of shares and units | |
| 350,000 | | |
| 3,406,653 | | |
|
Proceeds from convertible debenture | |
| 150,000 | | |
| | | |
|
Proceeds from warrant exercise | |
| 423,000 | | |
| | | |
|
Net cash from financing activities | |
| 923,000 | | |
| 3,406,653 | | |
|
| |
| | | |
| | | |
|
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | |
| (21,440 | ) | |
| (291,036 | ) | |
|
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF YEAR | |
| 103,884 | | |
| 394,920 | | |
|
CASH AND CASH EQUIVALENTS AT THE END OF YEAR | |
$ | 82,444 | | |
$ | 103,884 | | |
|
| |
| | | |
| | | |
|
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 | |
$ | | | |
$ | 7,223,374 | | |
****
**The accompanying notes are an integral part
of these consolidated financial statements.**
****
F-6
****
**JAGUAR URANIUM CORP.**
****
**NOTES TO FINANCIAL STATEMENTS**
****
**FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024**
****
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.
NOTE 2: GOING CONCERN
****
As of December 31, 2025, the Company had an accumulated
deficit, net loss and comprehensive loss and negative cash flows from operations. Further, the Company has not yet commenced revenue generating
activities. Currently, monthly cash requirements for the operations of the subsidiaries and the Company for the year ended December 31,
2025, have been met through funding acquired by the Jaguar Uranium Corp. Subsequent to the year ended, December 31, 2025, the Company
completed its Initial Public Offering (IPO) resulting in the issuance of 6,250,000 common shares resulting in net proceeds
of $22,725,000, refer to Note 12 for further details, which the Company has determined is sufficient to sustain operations in excess of
one year from the issuance of these consolidated financial statements. Nevertheless, the Companys long-term plans are likely to
require raising additional equity or debt capital to further exploration, evaluation and eventual development of any of its mining properties.
Management of the Company has a reasonable expectation
that the Company can continue raising additional equity capital to continue in operational existence for the foreseeable future.
There are no assurances that the Company will
be able to raise capital on terms acceptable to the Company or at all, or that cash flows generated from its operations will be sufficient
to meet its operating costs. If the Company is unable to obtain sufficient capital, it may be required to reduce the scope of its planned
development, which could harm its financial condition and operating results, or it may not be able to continue to fund its ongoing operations.
F-7
NOTE 3: BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
****
|
a. | Basis of Presentation | |
These consolidated financial statements have been
prepared in accordance with United States generally accepted accounting principles (U.S. GAAP) and are presented in U.S.
Dollar. These consolidated financial statements include the Companys subsidiaries, as described in Note 1.
|
b. | Principles of Consolidation | |
These consolidated financial statements include
the Companys 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.
|
c. | Use of estimates in the preparation of financial statements | |
****
The preparation of the Companys 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.
|
d. | Functional currency and foreign currency translations | |
****
The functional currency of the Company and its
subsidiaries is the U.S. Dollar. On acquisition of the subsidiaries in the Colombian and Argentinian Acquisitions, the functional currency
of the acquired companies was reassessed based on the relevant facts and circumstances related to the subsidiaries and in consideration
of its integration with the Company, the outcome of which was that the functional currency of the subsidiaries is the U.S. Dollar. The
consolidated financial statements of the Company are presented in the U.S. Dollar.
On consolidation, the assets and liabilities of
each foreign entity are translated into U.S. Dollar at the rate of exchange prevailing at the reporting date. Revenue and expense items
are translated at the average rate of the exchange for the year. Unrealized translation gains and losses are recorded as cumulative translation
adjustments, which are included in other comprehensive income/(loss) (OCI) which is a component of shareholders equity.
Transactions in currencies other than an entities
functional currency are recognized at the rates of exchange prevailing at the dates of the transactions. Monetary assets and liabilities
denominated in foreign currencies are translated at the prevailing exchange rate at the reporting date. Non-monetary assets and liabilities,
and revenue and expense items denominated in foreign currencies are translated using the exchange rates at the dates of the initial transactions.
Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value
is determined. Foreign exchange differences are recognized in profit or loss in the period in which they arise, unless they relate to
intra-entity foreign currency transactions that are of a long-term investment nature.
In highly inflationary economies, are remeasured
as if the functional currency were the reporting currency. While Argentina is considered a highly inflationary economy, since the functional
currency of 284 Ontario was already considered to be U.S. Dollars there is no impact.
F-8
|
e. | Fair value measurement | |
The Company uses a three-tier fair value hierarchy
to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured
at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use
observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined
as follows:
|
| Level 1Observable inputs that reflect quoted market
prices (unadjusted) for identical assets or liabilities in active markets; |
|
|
| Level 2Observable inputs other than quoted prices
in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities;
and |
|
|
| Level 3Unobservable inputs that are supported by little
or no market data, which require the Company to develop its own assumptions. |
|
Fair value is an exit price, representing the
amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.
As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in
pricing an asset or a liability. The carrying amounts of cash and equivalents, share subscription receivable and accounts payable and
other liabilities approximate their fair value due to the short-term maturity of such instruments. It is managements opinion that
the Company is not exposed to any significant market or credit risks arising from these financial instruments.
****
|
f. | Fair value of financial instruments | |
Cash and cash equivalents, share subscription
receivable and accounts payable and other liabilities are carried at amortized cost, which management believes approximates their respective
fair value due to the short-term nature of these instruments.
****
|
g. | Related party | |
Parties are related if one party has the ability,
directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating
decisions. Parties are also considered to be related if they are subject to common control or common significant influence, and related
parties may be individuals or corporate entities. A transaction is a related party transaction when there is a transfer of resources or
obligations between related parties. The Company did not have any transaction with related parties.
****
|
h. | Cash and cash equivalents | |
The Company considers all highly liquid investments,
which include short-term bank deposits that are not restricted as to withdrawal or use and the period to maturity of which did not exceed
threemonths at time of investment, to be cash equivalents.
|
i. | Mineral properties | |
In accordance with U.S. GAAP the Company evaluates
whether acquisitions of mineral properties constitute the acquisition of a business or an acquisition of assets.
Business combinations are accounted for using
the acquisition method of accounting, which generally requires that assets acquired and liabilities assumed be recorded at their fair
values as of the acquisition date on the Balance Sheet. Any excess of consideration over the fair value of net assets acquired is recorded
as goodwill. The determination of estimated fair value requires significant estimates and assumptions. Transaction costs associated with
business combinations are expensed as they are incurred.
When it is determined net assets acquired do not
meet the definition of a business combination under the acquisition method of accounting, the transaction is accounted for as an acquisition
of assets and, therefore, no goodwill is recorded and contingent consideration, such as payments upon achievement of various developmental,
regulatory and commercial milestones, generally are not recognized at the acquisition date.
The Company has concluded that the fair value
of the mineral properties acquired is not reliably measurable at the acquisition date due to the absence of observable market transactions,
limited exploration data, and significant estimation uncertainty. Accordingly, in line with ASC 805-50 and fair value measurement principles
under ASC 820, the Company has assigned the fair value of the mineral properties based on the fair value of the consideration transferred,
which is deemed to be the most reliably determinable measure of value.
The mineral properties are classified as long-lived
assets and are subject to impairment evaluation in accordance with ASC 360. No impairment indicators were identified at the acquisition
date. The fair value measurements involve the use of Level 3 inputs and are subject to change as new geological and economic information
becomes available.
Expenditures relating to the acquisition of mineral
rights accounted for as asset acquisitions are initially capitalized as incurred while exploration and pre-extraction expenditures are
expensed as incurred until such time as we exit the Exploration Stage by establishing proven or probable reserves.
F-9
Expenditures relating to exploration activities,
such as drill programs to establish mineralized materials, are expensed as incurred. Expenditures relating to pre-extraction activities,
such as the construction of mine wellfields, ion exchange facilities and disposal wells, are expensed as incurred until such time proven
or probable reserves are established for that project, after which expenditures relating to mine development activities for that particular
project are capitalized as incurred.
Companies in the Production Stage, as defined
by the SEC, having established proven and probable reserves and exited the Exploration Stage, typically capitalize expenditures relating
to ongoing development activities, with corresponding depletion calculated over proven and probable reserves using the units-of-production
method and allocated to future reporting periods to inventory and, as that inventory is sold, to cost of goods sold. We are in the
Exploration Stage which has resulted in our Company reporting larger losses than if it had been in the Production Stage due to the expensing,
instead of capitalization, of expenditures relating to ongoing mine development activities. Additionally, there would benocorresponding
depletion allocated to future reporting periods of our Company since those costs would have been expensed previously, resulting in both
lower inventory costs and cost of goods sold and results of operations with higher gross profits and lower losses than if we had been
in the Production Stage. Any capitalized costs, such as expenditures relating to the acquisition of mineral rights, are depleted
over the estimated extraction life using the straight-line method when the underlying property is converted to the Production Stage.
As a result, our consolidated financial statementsmaynotbe directly comparable to the financial statements of companies
in the Production Stage.
|
j. | Property and equipment |
|
Property and equipment is measured at cost, including
capitalized borrowing costs, less accumulated depreciation and impairment losses. Ordinary repairs and maintenance are expensed as incurred.
Depreciation is calculated on a straight-line basis over the estimated useful life of the asset using the following terms:
|
Equipment |
5years | |
The Company classifies assets and liabilities
(the "disposal group") as held for sale in the period when all of the relevant criteria to be classified as held for sale are
met. Long-lived assets held for sale are recorded at the lower of its carrying value or fair value less costs to sell. Any loss resulting
from the measurement is recognized in the period during which the held for sale criteria is met. The Company discontinues depreciation
on these assets.
An assets residual value, useful life and
depreciation method are reviewed annually, or when events or circumstances indicate that the current estimate or depreciation method are
no longer applicable. Changes are adjusted prospectively if appropriate. Gains and losses on disposal of an asset are determined by comparing
the proceeds from disposal with the carrying amount of the items and are recognized in the Consolidated Statements of Operations and Comprehensive
Income (Loss).
The Company evaluates the recoverability of property
and equipment whenever events or changes in circumstances indicate that the carrying value of the asset or asset group may not be recoverable.
See Impairment of long-lived assets* information within this note for detailed information on the Companys impairment
assessment of its property and equipment.
****
|
k. | Impairment of long-lived assets |
|
****
Long-lived assets, consisting of property and
equipment and mineral rights are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an
asset or asset groupmaynotbe recoverable. Management applies judgment to assess whenever events or changes in circumstances
indicate the carrying amount of an asset or asset groupmaynotbe recoverable giving rise to the requirement to conduct
an impairment test. Circumstances which could trigger an impairment test include, but arenotlimited to: significant decreases
in the market price of the asset; significant adverse changes in the business climate or legal factors including significant decreases
in uraniumprices; significant increases in reclamation costs and accumulation of costs significantly in excess of the amount originally
expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses
or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely thannotbe
sold or disposed of significantly before the end of its estimated useful life. Recoverability of these assets is measured by comparing
the carrying value to the future undiscounted cash flows expected to be generated by the assets. When the carrying value of an asset exceeds
the related undiscounted cash flows, an impairment loss is recorded by writing down the carrying value of the related asset to its estimated
fair value, which is determined using discounted future cash flows or other measures of fair value.
****
|
l. | Share-based compensation and share-based payments | |
The Company has a stock option plan in place (the
"Stock Option Plan"). The Company measures equity settled share-based payments based on their fair value at the grant date and
recognizes compensation expense on a straight-line basis over the vesting period. Fair value is measured using the Black-Scholes Model.
In estimating fair value, management is required to make certain assumptions and estimates such as the expected life of units, volatility
of the Companys future share price, risk free rates, expected forfeiture and future dividend yields at the initial grant date.
Changes in assumptions used to estimate fair value could result in materially different results. The Company has elected to recognize
the effect of awards for which the requisite service period is not rendered when the award is forfeited, which is to recognize the effect
of forfeitures in compensation cost when they occur. Previously recognized compensation cost for an award is reversed in the period that
the award is forfeited. Further, the Company has elected to use the contractual term as the expected term.
F-10
Compensation expense is recognized on a straight-line
basis, by amortizing the grant date fair value over the vesting period for each separately vesting portion of the award.
The Company issues equity awards to other consultants
or advisors, which are valued based on the grant-date fair value of the equity instruments issued. The Company has elected to recognize
the effect of awards for which the requisite service period is not rendered when the award is forfeited, which is to recognize the effect
of forfeitures in compensation cost when they occur. Previously recognized compensation cost for an award is reversed in the period that
the award is forfeited. Further, the Company has elected to use the contractual term as the expected term. The related compensation cost
is recognized in the same periods and in the same manner as if the entity had paid cash.
|
m. | 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 are contingent liabilities its not both probable and reasonably estimable. The
Company's 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. The Company's 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.
****
|
n. | Debt instruments | |
The Company reviews the terms of its agreements
to identify any embedded derivatives. If an embedded derivative is identified in a contract the Company assesses if it is clearly and
closely related to the host debt. If the embedded derivative is determined to not be clearly and closely related to the host debt then
the embedded derivative is bifurcated or the fair value election is made to account for the entire instrument at fair value with the change
in fair value accounted through earnings, profit and loss for each period reported.
The Company applies ASC 480 distinguishing liabilities
from equity and ASC 815 derivatives and hedging in determining the appropriate accounting treatment for hybrid instruments.
|
o. | Warrants | |
The Company issues warrants with shares to bring
down the cost of financing and provide assurance of additional capital.
The Company accounts for warrants as either equity-classified
or liability-classified instruments based on an assessment of the instruments specific terms and applicable guidance in ASC480
and ASC815. The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC480, meet
the definition of a liability pursuant to ASC480, and whether the instruments meet all of the requirements for equity classification
under ASC815, including whether the instruments are indexed to the Companys own common shares and whether the instrument
holders could potentially require net cash settlement in a circumstance outside of the Companys control, among other
conditions for equity classification. The Company has concluded that the warrants issued qualify for equity classification.
****
|
p. | Net Loss per share | |
Basic net loss per share is computed by dividing
the loss attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during the period.
Dilutive loss per common share is not presented differently from basic loss per share as the conversion of outstanding warrants into common
shares would be anti-dilutive.
****
|
q. | Income taxes | |
Income taxes are accounted for using the asset/liability
method. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax
bases of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences
are expected to reverse. In estimating future tax consequences, all expected future events are considered other than enactment of changes
in the tax law or rates.
The Company adopted ASC740 Income
Taxes, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded
in the financial statements. Under ASC740, the Company may recognize the tax benefit from an uncertain tax position only if it is
more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of
the position.
****
F-11
****
|
r. | Segment Reporting | |
Operating segments are defined as components of
an enterprise engaging in business activities for which discrete financial information is available and regularly reviewed by the chief
operating decision maker in deciding how to allocate resources and in assessing performance. The Company operates and manages its business
as one operating segment. See note 10.
|
s. | Recently Adopted Accounting Pronouncements | |
****
In November 2023, the Financial Accounting Standards
Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements
to Reportable Segment Disclosures (ASU 2023-07) to improve reportable segment disclosure requirements, primarily through
enhanced disclosures about significant segment expenses. The standard does not change the definition of a segment, the method for determining
segments, or the criteria for aggregating operating segments into reportable segments. ASU 2023-07 is effective for annual periods beginning
after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective application
to all prior periods presented in the financial statements. The Company adopted this guidance during the fiscal year ended December 31,
2024, by providing the additional disclosures as required. Refer to Note 11, Segment Information, for additional information.
In August 2020, the FASB issued ASU No.2020-06
(ASU 2020-06): DebtDebt with Conversion and Other Options (Subtopic 470-20) and Derivatives and HedgingContracts
in Entitys Own Equity (Subtopic 815-40). ASU 2020-06 reduces the number of accounting models for convertible debt instruments by
eliminating the cash conversion and beneficial conversion models. The diluted net income per share calculation for convertible instruments
requires the Company to use the if-converted method. For contracts in an entitys own equity, the type of contracts primarily affected
by this update are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure
to meet the settlement conditions of the derivative scope exception. This update simplifies the related settlement assessment by removing
the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required
to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective for the Company on January 1, 2024, with early adoption permitted.
On January 1, 2024, the adoption of ASU 2020-06 was not disclosed as an adoption as there were no applicable instruments at the time of
the adoption and accordingly, AUS 2020-06 had no impact on the Companys consolidated financial statements or disclosures; however,
it had an impact in the accounting for the convertible debenture issued during the current period, so the adoption disclosures have been
included herein.
In December 2023, the FASB issued ASU 2023-09,
Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires additional disaggregation of the reconciliation between
the statutory and effective tax rate for an entity and of income taxes paid. The amendments improve the transparency of income tax disclosures
by requiring consistent categories and greater disaggregation of information by jurisdiction. ASU 2023-09 is effective for annual periods
beginning after December 15, 2024, and is applied either prospectively or retrospectively at the option of the Company. The Company adopted
this standard prospectively on January 1, 2025, which resulted in expanded income tax disclosures in these consolidated financial statements.
|
t. | Recent Accounting Standards | |
****
As of December 31, 2025, there are no additional
recently issued or adopted accounting standard that could have a material impact on these consolidated financial statements.
|
u. | Fair value measurement | |
The Company uses a three-tier fair value hierarchy
to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured
at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use
observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined
as follows:
|
| Level 1Observable inputs that reflect quoted market
prices (unadjusted) for identical assets or liabilities in active markets; |
|
|
| Level 2Observable inputs other than quoted prices
in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities;
and |
|
|
| Level 3Unobservable inputs that are supported by little
or no market data, which require the Company to develop its own assumptions. |
|
Fair value is an exit price, representing the
amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.
As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in
pricing an asset or a liability. The carrying amounts of cash and equivalents, share subscription receivable and accounts payable and
other liabilities approximate their fair value due to the short-term maturity of such instruments. It is managements opinion that
the Company is not exposed to any significant market or credit risks arising from these financial instruments.
****
F-12
****
|
v. | Fair value of financial instruments | |
Cash and cash equivalents, share subscription
receivable and accounts payable and other liabilities are carried at amortized cost, which management believes approximates their respective
fair value due to the short-term nature of these instruments.
**NOTE 4:
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 Colombias 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 shares to GCOM as consideration
for the Colombian Acquisition.
Of the shares issued to GCOM, 500,000 shares are
the initial consideration shares required under the terms of the agreement with GCOM. The additional shares issued pertain to the requirement
for the Company to issue Additional Consideration Shares to GCOM. The Additional Consideration Shares are determined based on when the
Company undertakes a liquidity event (the Liquidity Event Shares), expected to be the initial public offering of the Companys
shares on a National Securities Exchange (IPO). If the IPO is achieved within 12 months of the acquisition date, the Company
will issue stock equal to the greater of $5,000,000 CAD 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 forgoing is adjusted to $6,000,000
CAD or 25%, respectively.
Under the terms of the agreement, the Company
was required to provide an initial cash consideration of $20,000 CAD; 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) $1,000,000 CAD 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) $5,000,000 CAD 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 April8, 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 | | |
F-13
The 1,211,687 common shares issued were valued
at $2 per share based on recent arms length private placements resulting in value of $2,423,374. The Deferred Cash Payments and
the Liquidity Event Shares were determined to be contingent consideration and will be recognized once probable.
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 shares if the initial public offering (IPO) of Jaguar is not accomplished by the first anniversary
from the closing date; and, ii) Top Up Shares in the event the IPO price is less than $5, based on a $10,000,000 valuation and minimum
share price of $4, if the IPO is 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 shares if the IPO is 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 HuemulII Royalty) to Consolidated Uranium pursuant to the Royalty Agreement dated July19, 2024 (the HuemulII
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 July19, 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 arms 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 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.
F-14
The Top Up Shares were determined to be contingent
consideration and will be recognized once probable.
**NOTE 5: EXPLORATION AND EVALUATION ASSETS AND
EXPENSES**
The following is a summary of the
carrying value of the acquisition costs and expenditures on the Companys exploration and evaluation assets:
|
Exploration and Evaluation Assets | |
Berlin (Colombia) | | |
Laguna Salada and Huemul (Argentina) | | |
Total | | |
|
Balance, January 1, 2024 | |
$ | | | |
$ | | | |
$ | | | |
|
Acquisition costs | |
| 7,028,325 | | |
| 4,742,124 | | |
| 11,770,449 | | |
|
Mineral property impairment | |
| (3,028,325 | ) | |
| (592,124 | ) | |
| (3,620,449 | ) | |
|
Balance, December 31, 2024 | |
$ | 4,000,000 | | |
$ | 4,150,000 | | |
$ | 8,150,000 | | |
|
Mineral property impairment | |
| | | |
| | | |
| | | |
|
Balance, December 31, 2025 | |
$ | 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, 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.
|
Exploration and Evaluation Expenses | |
Berlin (Colombia) | | |
Laguna Salada (Argentina) | | |
Huemul (Argentina) | | |
Year Ended December 31, 2025 | | |
|
Personnel | |
$ | 135,188 | | |
$ | 155 | | |
$ | 155 | | |
$ | 135,498 | | |
|
Geological | |
| 10,095 | | |
| | | |
| | | |
| 10,095 | | |
|
Land management | |
| 41,937 | | |
| 63,363 | | |
| 22,618 | | |
| 127,918 | | |
|
Other | |
| 225 | | |
| 2,004 | | |
| 2,004 | | |
| 4,233 | | |
|
| |
$ | 187,445 | | |
$ | 65,522 | | |
$ | 24,777 | | |
$ | 277,744 | | |
|
Exploration and Evaluation Expenses | |
Berlin
(Colombia) | | |
Laguna Salada
(Argentina) | | |
Huemul
(Argentina) | | |
Year Ended
December 31,
2024 | | |
|
Personnel | |
$ | 512,576 | | |
$ | 17,582 | | |
$ | 17,582 | | |
$ | 547,740 | | |
|
Geological | |
| 712,837 | | |
| | | |
| | | |
| 712,837 | | |
|
Land management | |
| 91,920 | | |
| 47,981 | | |
| 44,350 | | |
| 184,251 | | |
|
Other | |
| 29,181 | | |
| 11,757 | | |
| 11,757 | | |
| 52,695 | | |
|
| |
$ | 1,346,514 | | |
$ | 77,320 | | |
$ | 73,689 | | |
$ | 1,497,523 | | |
F-15
Certain overhead costs incurred in
respect of work in Argentina that are not specific to either Laguna Salada or Huemul have been allocated between the projects. Prospectively,
the allocation will be based on the relative costs of work performed in the respective Projects; however, for the years ended December
31, 2025 and 2024, these have been allocated evenly between the Projects as the majority of the costs related to both Projects.
The Company incurred $415,185 in exploration
expenditures related to the Berlin Project prior to the Colombian Acquisition, these were incurred in anticipation of the Colombian Acquisition
closing. The costs are of a nature that would ordinarily be expensed as incurred post-acquisition, accordingly, the Company has not included
these costs as a cost of the acquisition itself and has expensed them.
All claims are subject to minimum
expenditure commitments. The Company expects to incur the minimum expenditures to maintain the claims.
**NOTE 6: PROPERTY AND EQUIPMENT**
****
|
| |
December 31, 2025 | | |
December 31, 2024 | | |
|
Land | |
$ | | | |
$ | | | |
|
Equipment | |
| 47,910 | | |
| 47,910 | | |
|
| |
| 47,910 | | |
| 47,910 | | |
|
Accumulated depreciation | |
| 9,045 | | |
| 3,692 | | |
|
Balance | |
$ | 38,865 | | |
$ | 44,218 | | |
In May 2024, the Company entered into an agreement
to purchase a farm in Colombia, for the purposes of housing the mining operations of the Company, for a total consideration of one billion
Colombian pesos. During the six months ended June 30, 2024, the Company made the first install payment and recorded an additional in land
for $69,004 (COP $250,000,000). However, the payment was refunded in July 2024 and the transaction was renegotiated. Subsequently, on
December 18, 2024, the Company agreed to make a series of payments as deposits towards the land purchase. As at December 31, 2024, the
Company had made prepayments of $47,393 (COP $250,000,000) and the remaining purchase price of COP$ 750,000,000 remained to be paid as
follows: COP $24,500,000 on January 15, 2025; COP $24,500,000 on February 15, 2025; COP $275,500,000 to be paid on April 15, 2025; COP
$275,500,000 to be paid on May 15, 2025; and, a final payment on the transfer of the deed, which is expected to be January 15, 2026. During
the six months ended June 30, 2025, the Company made the January and February payments of COP$24,500,000 (totaling $25,900 USD), which
as at June 30, 2025 are reflected as prepayments. The April and May payments were not made due to cash constraints and on Apil 11, 2025,
the Company entered into an addendum to change the payment terms to COP$200,000,000 on May 15, 2025 and COP$351,000,000 on July 15, 2025.
The Company did not make the May payment required by the addendum and in June 2025 decided to terminate the agreement to purchase and
walk away from the deposits paid, which at the time amounted to $73,292, and was included in general and administrative expenses.
Depreciation for the year ended December 31, 2025 was $5,484 (2024
- $3,450).
****
**NOTE 7: 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.
****
**NOTE 8: EQUITY**
****
|
a. | Shares |
|
On May 16, 2023, the Company issued 990,000 common
shares at a price of $0.10 per share for gross proceeds of $99,000.
On September 21, 2023, the Company issued 10,000
common shares at a price of $0.10 per share for gross proceeds of $1,000.
F-16
On December 8, 2023, the Company issued 500,000
common shares at a price of $0.10 per share for gross proceeds of $50,000.
On December 20, 2023, the Company issued 2,000,500
units comprising of equal number of common shares and warrants at $0.20 per unit for gross proceeds of $400,100. The warrants can be converted
into 1 common share for each warrant at exercise price of $ 1.00 and expires in 3 years.
On December 20, 2023, the Company issued 150,000
common shares at a price of $0.20 per share for gross proceeds of $30,000. Proceeds from this issuance were yet to be received as at December
31, 2023, these funds were received during the year ended December 31, 2024.
Between January 3, 2024 and April 8, 2024, the
Company issued 1,462,917 common shares at a price of $2 per share for gross proceeds of $2,925,834 and then on April 15, 2024, issued
another 184,166 common shares at a price of $4 per share for gross proceeds of $736,664. The Company incurred direct issue costs of $10,747
related to these issuances. Of these issuances, $315,000 of the proceeds was received during the year ended December 31, 2023, which was
previously recognized as share subscription received in advance.
On March 15, 2024, the Company issued 25,000 shares
valued at $2 per share as bonus compensation to a consultant, resulting in share-based compensation of $50,000.
On April 15, 2024, the Company issued 3,750 shares
valued at $4 per share to a consultant as a prepayment for future marketing and investor relations services, resulting in a prepaid expense
of $15,000.
During the year ended December 31, 2024, the Company
received the proceeds of $30,000 related to the subscription receivable at December 31, 2023.
On September 27, 2024, the Company issued 8,000
common shares valued at $5 per share for gross proceeds of $40,000.
On April 9, 2024, the Company issued 1,211,687
common shares to GCOM related to the Colombian Acquisition, see Note 5.
On July 19, 2024, the Company issued 2,000,000
common shares related to the Argentinian Acquisition, and expects to issue another 400,000 Listing Shares, see Note 5, the latter of which
have not been issued.
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 share and one common share purchase warrant, which were issued on January 15, 2025, with an exercise price
of $5.05 expiring in 3 years.
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 | | |
F-17
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 Chairmans 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 | | |
F-18
On July 21, 2025, the Company agreed to a compensation
package with a consultant overseeing the Argentinian properties setting their compensation for both before the IPO and after the IPO,
the terms of which are not material. Further, as part of the agreement, the Company agreed to the following other key terms: issued 15,000
common shares of the Company; promised a $75,000 finders fee should the Company complete any significant financing with either of two
parties introduced by the consultant, which to date has not occurred; and, the Company agreed that the prepayment for services recognized
on the acquisition of 284 Ontario would be considered as compensation for submitting and completing a required Environmental Impact Study,
which was completed in August. The Company recognized $75,000 of share based compensation expense.
On September 5, 2025, the Company issued 3,000
shares valued at an agreed upon value of $5 per share to a geological consultant as a bonus for their support during the listing process.
As of December 31, 2025 and December 31, 2024
the Company had an unlimited number of common shares authorized for issuance and 9,057,020 and 8,546,020 common shares issued, respectively.
**b. 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 Companys 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 Companys Articles of Incorporation and in the Companys Shareholders
agreement.
**c. Warrants**
| | | Number of Warrants | | | Weighted
Average Exercise Price | | | Weighted Average Remaining Life | | |
| Outstanding warrants, December 31, 2023 and 2024 | | | 2,000,500 | | | $ | 1.00 | | | | 2.00 | | |
| Exercised | | | (423,000 | ) | | $ | 1.00 | | | | 1.50 | | |
| Warrants issued in units subscription | | | 70,000 | | | $ | 5.05 | | | | 2.04 | | |
| Warrants issued as inducement | | | 1,269,000 | | | $ | 5.05 | | | | 2.46 | | |
| Outstanding warrants, December 31, 2025 | | | 2,916,500 | | | | 2.82 | | | | 3.16 | | |
Under ASC Topic 815, the warrants are recorded
as equity and included in additional paid-in capital.
**d. Stock Options**
Pursuant to the Companys 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.
F-19
The following table summarizes the stock option
activity for the year ended December 31, 2025:
| Grant Date | | Expiry
Date | | Number of
Options
Granted | | | Exercise Price | | | Remaining
Contractual
Life | | | Aggregate
Intrinsic
Value | | |
| 15-Mar-24 | | 15-Mar-29 | | | 180,000 | | | $ | 2.00 | | | | 3.21 | | | $ | - | | |
| 18-Jun-24 | | 18-Jun-29 | | | 90,000 | | | $ | 4.00 | | | | 3.47 | | | | - | | |
| 30-Jun-24 | | 30-Jun-29 | | | 320,000 | | | $ | 4.00 | | | | 3.50 | | | | - | | |
| 28-Aug-24 | | 28-Aug-29 | | | 25,000 | | | $ | 5.00 | | | | 3.66 | | | | - | | |
| 25-Sep-24 | | 25-Sep-29 | | | 243,000 | | | $ | 5.00 | | | | 3.74 | | | | - | | |
| As of December 31, 2025 | | | | | 858,000 | | | $ | 3.89 | | | | | | | $ | - | | |
| Inputs into the Black-Scholes Model: | | | | | | | | | | | | | | | | |
| Grant Date | | | 15-Mar-24 | | | | 18-Jun-24 | | | | 30-Jun-24 | | | | 28-Aug-24 | | | | 25-Sep-24 | | |
| Share price | | $ | 2.00 | | | $ | 2.00 | | | $ | 2.00 | | | $ | 2.00 | | | $ | 2.00 | | |
| Exercise price | | $ | 2.00 | | | $ | 4.00 | | | $ | 4.00 | | | $ | 5.00 | | | $ | 5.00 | | |
| Term | | | 5 | | | | 5 | | | | 5 | | | | 5 | | | | 5 | | |
| Risk-Free Interest Rate | | | 3.53 | % | | | 3.19 | % | | | 3.43 | % | | | 2.91 | % | | | 2.76 | % | |
| Volatility | | | 150.00 | % | | | 150.00 | % | | | 150.00 | % | | | 150.00 | % | | | 150.00 | % | |
****
Given the lack of historical trading data for
the Companys common shares, the volatility was estimated using comparable companies with publicly available volatility data. Also
due to the lack of historical trading data, the share price was determined using the price of the most recent (relative to the grant date)
arms length private placements to arrive at the $2 share price. The expected life represents the time that the options are expected
to be outstanding, which has been assumed to be their contractual term. The risk-free rate is based on U.S. Treasury Bond yields with
an approximately equal expected life of the options. Dividend yield and forfeiture rates not factored into the valuation as the Company
does not expect to pay cash dividends in the future and the Company has elected to account for forfeitures as they occur.
During the year ended December 31, 2025, the Company
recognized $483,454 (2024 - $1,030,480) in share-based compensation expense relating to the vesting of the options.
NOTE 9: RELATED PARTY TRANSACTIONS
The Company
had the following related party transactions during the noted years:
|
| |
Year Ended
December 31,
2025 | | |
Accounts
Payable -
December 31,
2025 | | |
Year Ended
December 31,
2024 | | |
Accounts
Payable -
December 31,
2024 | | |
|
Paid to the CEO or a company controlled by the CEO | |
$ | 238,667 | | |
$ | 135,722 | | |
$ | 69,815 | | |
$ | 11,744 | | |
|
Paid to the CFO or a company controlled by the CFO | |
$ | 226,429 | | |
$ | 113,034 | | |
$ | 51,984 | | |
$ | - | | |
|
Paid to the Executive Chairman | |
$ | 209,667 | | |
$ | 161,167 | | |
$ | 13,168 | | |
$ | - | | |
|
Paid to a law firm in which a director is a partner, for legal services internal counsel and corporate secretary | |
$ | 30,253 | | |
$ | 10,627 | | |
$ | 152,460 | | |
$ | 9,082 | | |
During the year
ended December 31, 2025, the Company paid $nil (2024 - $33,690) to a company that is also a significant shareholder of the Company, for
consulting fees related to the Colombia acquisition.
F-20
NOTE 10: SEGMENT INFORMATION
The Company
operates in one reportable segment which is the exploration and evaluation of mineral properties. The Company has no revenues and incurs
expenditures in various jurisdictions, being Colombia, Argentina and North America (principally the U.S. and Canada, represented below
as Jaguar Uranium Corp.).
The Companys
chief operating decision maker (CODM) is the senior executive committee that includes the chief executive officer, chief
financial officer and the executive chairman.
The accounting
policies are consistent with those described in the summary of significant accounting policies. The CODM evaluates performance and decides
how to allocate resources based on net loss and the measure of segment assets is the consolidated total assets, and specifically, the
consolidated value of mineral properties and consolidated cash and cash equivalents.
|
Year ended December 31, 2025 | |
Gaia
Colombia
and Berlin
Colombia | | |
284
Ontario | | |
Jaguar
Uranium
Corp. | | |
Total | | |
|
General and administrative expenses (a) | |
$ | 47,066 | | |
$ | 66,936 | | |
$ | 1,429,484 | | |
$ | 1,543,486 | | |
|
Legal and professional fees | |
| 1,406 | | |
| | | |
| 502,443 | | |
| 503,849 | | |
|
Depreciation | |
| 5,484 | | |
| | | |
| | | |
| 5,484 | | |
|
Exploration and evaluation expenditures (see Note 6) | |
| 187,445 | | |
| 90,299 | | |
| | | |
| 277,744 | | |
|
Interest and other (income) expense | |
| | | |
| | | |
| 941 | | |
| 941 | | |
|
Foreign exchange (gain) loss | |
| (16,573 | ) | |
| 2,520 | | |
| (2,930 | ) | |
| (16,983 | ) | |
|
Net income (loss) before income tax expense (recovery) | |
$ | 224,829 | | |
$ | 159,755 | | |
$ | 1,929,938 | | |
$ | 2,314,521 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
|
Reconciliation of profit or loss: | |
| | | |
| | | |
| | | |
| | | |
|
Adjustments and reconciling items | |
| | | |
| | | |
| | | |
| | | |
|
Consolidated net income (loss) before income tax expense (recovery) | |
$ | 224,829 | | |
$ | 159,755 | | |
$ | 1,929,938 | | |
$ | 2,314,521 | | |
|
(a) General and Administrative (G&A) expenses | |
Gaia
Colombia
and Berlin
Colombia | | |
284
Ontario | | |
Jaguar
Uranium
Corp. | | |
Total | | |
|
Travel | |
$ | | | |
$ | | | |
$ | 10,617 | | |
$ | 10,617 | | |
|
Compensation | |
| 47,066 | | |
| 66,936 | | |
| 1,379,268 | | |
| 1,493,270 | | |
|
Other G&A | |
| | | |
| | | |
| 39,599 | | |
| 39,599 | | |
|
Total G&A | |
$ | 47,066 | | |
$ | 66,936 | | |
$ | 1,429,484 | | |
$ | 1,543,486 | | |
|
As at December 31, 2025 | |
Gaia
Colombia
and Berlin
Colombia | | |
284
Ontario | | |
Jaguar
Uranium
Corp. | | |
Total | | |
|
Mineral properties | |
$ | 4,000,000 | | |
$ | 4,150,000 | | |
$ | | | |
$ | 8,150,000 | | |
|
Property and equipment | |
| 38,865 | | |
| | | |
| | | |
| 38,865 | | |
|
Total Long-Lived Assets | |
$ | 4,038,865 | | |
$ | 4,150,000 | | |
$ | | | |
$ | 8,188,865 | | |
F-21
****
|
Year ended December 31, 2024 | |
Gaia
Colombia
and Berlin
Colombia | | |
284
Ontario | | |
Jaguar
Uranium
Corp. | | |
Total | | |
|
General and administrative expenses (a) | |
$ | 60,323 | | |
$ | 14,731 | | |
$ | 1,357,182 | | |
$ | 1,432,236 | | |
|
Legal and professional fees | |
| 50 | | |
| | | |
| 787,944 | | |
| 787,994 | | |
|
Mineral properties impairment | |
| 3,028,325 | | |
| 592,124 | | |
| | | |
| 3,620,449 | | |
|
Depreciation | |
| 3,450 | | |
| | | |
| | | |
| 3,450 | | |
|
Exploration and evaluation expenditures (see Note 6) | |
| 1,346,514 | | |
| 151,009 | | |
| | | |
| 1,497,523 | | |
|
Interest and other (income) expense | |
| (327,458 | ) | |
| | | |
| (42,757 | ) | |
| (370,215 | ) | |
|
Foreign exchange (gain) loss | |
| (184,775 | ) | |
| (1,601 | ) | |
| 36,829 | | |
| (149,547 | ) | |
|
Net income (loss) before income tax expense (recovery) | |
$ | 3,926,429 | | |
$ | 756,263 | | |
$ | 2,139,197 | | |
$ | 6,821,889 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
|
Reconciliation of profit or loss: | |
| | | |
| | | |
| | | |
| | | |
|
Adjustments and reconciling items | |
| | | |
| | | |
| | | |
| | | |
|
Consolidated net income (loss) before income tax expense (recovery) | |
$ | 3,926,429 | | |
$ | 756,263 | | |
$ | 2,139,197 | | |
$ | 6,821,889 | | |
|
(a) General and Administrative (G&A) expenses | |
Gaia
Colombia
and Berlin
Colombia | | |
284
Ontario | | |
Jaguar
Uranium
Corp. | | |
Total | | |
|
Travel | |
$ | | | |
$ | | | |
$ | 125,790 | | |
$ | 125,790 | | |
|
Compensation | |
| | | |
| | | |
| 1,180,359 | | |
| 1,180,359 | | |
|
Other G&A | |
| 60,323 | | |
| 14,731 | | |
| 51,033 | | |
| 126,087 | | |
|
Total G&A | |
$ | 60,323 | | |
$ | 14,731 | | |
$ | 1,357,182 | | |
$ | 1,432,236 | | |
|
As at December 31, 2024 | |
Gaia
Colombia
and Berlin
Colombia | | |
284
Ontario | | |
Jaguar
Uranium
Corp. | | |
Total | | |
|
Mineral properties | |
$ | 4,000,000 | | |
$ | 4,150,000 | | |
$ | | | |
$ | 8,150,000 | | |
|
Property and equipment | |
| 44,218 | | |
| | | |
| | | |
| 44,218 | | |
|
Total Long-Lived Assets | |
$ | 4,044,218 | | |
$ | 4,150,000 | | |
$ | | | |
$ | 8,194,218 | | |
F-22
**NOTE 11: INCOME TAX**
****
A reconciliation between the effective income
tax rate and the federal statutory income tax rate is as follows:
****
|
| |
December31, | | |
December31, | | |
|
| |
2025 | | |
2024 | | |
|
Domestic | |
$ | | | |
$ | (1,059,914 | ) | |
|
Foreign | |
| | | |
| | | |
|
Income Tax Expense (Recovery) | |
$ | | | |
$ | (1,059,914 | ) | |
The Company paid $0 ($0 - 2024) of income tax during the year.
The domestic and foreign components of income (loss) before income taxes are as follows:
|
Domestic | |
$ | (2,198,755 | ) | |
$ | (7,267,133 | ) | |
|
Foreign | |
| (115,767 | ) | |
| 445,243 | | |
|
Income Tax Expense (Recovery) | |
$ | (2,314,522 | ) | |
$ | (6,821,890 | ) | |
|
| |
December 31, 2025 | | |
December 31, 2024 | | |
|
Reconciliation of expected tax based on income (loss) | |
Amount
($) | | |
Percent
(%) | | |
Amount
($) | | |
Percent
(%) | | |
|
Loss from Continuing Operations Before Income Tax Expense | |
| (2,314,522 | ) | |
| | | |
| (6,821,890 | ) | |
| | | |
|
Statutory Income Tax Rate | |
| (347,178 | ) | |
| 15.0 | % | |
| (1,023,283 | ) | |
| 15.0 | % | |
|
Canadian Provincial Tax Net of Federal Income Tax Effect | |
| (169,461 | ) | |
| 7.3 | % | |
| (585,458 | ) | |
| 8.6 | % | |
|
Movement of Valuation Allowance | |
| 463,875 | | |
| -20.0 | % | |
| 961,883 | | |
| -14.1 | % | |
|
Stock Based Compensation | |
| 100,573 | | |
| -4.3 | % | |
| 154,572 | | |
| -2.3 | % | |
|
Other Permanent Adjustments | |
| (1,187 | ) | |
| 0.1 | % | |
| (61,830 | ) | |
| 0.9 | % | |
|
Difference in Foreign Tax Rates | |
| (46,623 | ) | |
| 2.0 | % | |
| (263,590 | ) | |
| 3.9 | % | |
|
Change in Enacted Tax Rates and other | |
| - | | |
| 0.0 | % | |
| (205,578 | ) | |
| 3.0 | % | |
|
Income tax expense (recovery) | |
| - | | |
| 0.0 | % | |
| (1,023,283 | ) | |
| 15.0 | % | |
The Companys income tax (recovery) is allocated as follows:
|
Current tax expense | |
$ | - | | |
$ | - | | |
|
Deferred tax Expense | |
$ | - | | |
$ | (1,059,914 | ) | |
F-23
**Deferred Income Taxes**
The significant components of the deferred tax assets and liabilities consisted of the following:
|
| |
December 31,
2025 | | |
December 31,
2024 | | |
|
Deferred Tax Assets | |
| | |
| | |
|
Share issuance costs - 20(1)(e ) | |
$ | 1,741 | | |
$ | 2,321 | | |
|
Class 14.1 asset | |
| 202,668 | | |
| 130,069 | | |
|
Non-capital losses carried forward | |
| 1,752,693 | | |
| 1,390,707 | | |
|
Resource pools - Mineral Properties (Argentina) | |
| 271,765 | | |
| 311,176 | | |
|
Total Gross Deferred Tax Assets | |
| 2,228,867 | | |
| 1,834,273 | | |
|
Valuation Allowance | |
| (2,193,631 | ) | |
| (1,801,937 | ) | |
|
Total Deferred Tax Assets, Net of Valuation Allowance | |
$ | 35,236 | | |
$ | 32,335 | | |
|
| |
| | | |
| | | |
|
Deferred Tax Liabilities | |
| | | |
| | | |
|
Mineral properties | |
$ | (1,400,000 | ) | |
$ | (1,400,000 | ) | |
|
Unrealized FX gain on account of capital | |
| (35,236 | ) | |
| (32,335 | ) | |
|
Total Gross Deferred Tax Liabilities | |
| (1,435,236 | ) | |
| (1,432,335 | ) | |
|
Net Deferred Tax Liabilities | |
$ | (1,400,000 | ) | |
$ | (1,400,000 | ) | |
In assessing the realizability of deferred tax assets, management considers all positive and negative evidence to determine whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. As of December 31, 2025, the Company recorded a valuation allowance of $2,193,631.
As of December 31, 2025, the Company had Canadian federal net operating loss carryforwards ("NOLs") of $1,930,956, which have a 20-year expiration period and will begin to expire in 2041.
In assessing the realizability of deferred tax assets, management considers all positive and negative evidence to determine whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.
The Company had Canadian federal net operating loss carryforwards (NOLs), which expire as follows:
|
2041 | |
$ | 59,919 | | |
|
2042 | |
| 147,694 | | |
|
2043 | |
| 385,623 | | |
|
2044 | |
| 275,927 | | |
|
2045 | |
| 1,061,794 | | |
|
Total | |
$ | 1,930,956 | | |
The Company had Colombian net operating loss carryforwards ("NOLs"), which expire as follows:
|
2034 | |
$ | 968,436 | | |
|
2035 | |
| 804,941 | | |
|
2036 | |
| 1,501,549 | | |
|
2037 | |
| 241,403 | | |
|
Total | |
$ | 3,516,329 | | |
NOTE 12: SUBSEQUENT EVENTS
****
Subsequent to year end, 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 Companys convertible debenture was converted into
50,000 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. |
|
F-24
|
Item 9. | Changes In and Disagreements with Accountants on Accounting
and Financial Disclosure |
|
****
On February20, 2025, DNTW Toronto LLP notified
us that its principals joined another accounting firm. As a result, on the same date, DNTW Toronto LLP resigned as our independent registered
public accounting firm and we engaged Summit Group CPAs, P.C. as our independent registered public accounting firm.
The change in accountants did not result from
any dissatisfaction with the quality of professional services rendered by DNTW Toronto LLP. There were no matters that were either the
subject of a disagreement (as defined in paragraph 304(a)(1)(iv) of Regulation S-K) or a reportable event (as described in paragraph 304(a)(1)(v)
of Regulation S-K).
In connection with the audit of the fiscal year
ended December31, 2023 and through February20, 2025, there were no disagreements with DNTW Toronto LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to their
satisfaction would have caused them to make reference in connection with their opinion to the subject matter of the disagreement. During
the Companys two most recent completed fiscal years and interim period through February20, 2025, there were no reportable
events as such term is described in Item 304(a)(1)(iv) of Regulation S-K with DNTW Toronto LLP.
|
Item 9A. | Controls and Procedures |
|
**
*Evaluation of Disclosure Controls and Procedures*:Our
managementcarried out, as of December31, 2025,with the participation ofour President and Chief Executive Officer
and our Chief Financial Officer, an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e)
and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)). Based on that evaluation, our President
and Chief Executive Officer and Chief Financial Officer concluded that, as of December31, 2025, our disclosure controls and procedures
were effective to provide reasonable assurance that material information required to be disclosed by us in reports we file under the Exchange
Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that information
required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management,
including our President and Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure.
**
*Managements Report on Internal Control
Over Financial Reporting:*Our management is responsible for establishing and maintaining adequate internal control over financial
reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d -15(f). Because of its inherent limitations, internal control
over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with existing
policies or procedures may deteriorate. Under the supervision and with the participation of our management, including our President and
Chief Executive Officer and Chief Financial Officer,our management conducted an evaluation of the effectiveness of our internal
control over financial reporting as of December 31, 2025 based on the framework in *Internal ControlIntegrated Framework
(2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, our management
concluded that our internal control over financial reporting was effective as of December31, 2025, and that no material weaknesses
in internal control over financial reporting were identified.
**
*Changes in Internal Control Over Financial
Reporting:*There were no changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)) during
the fourth quarter of 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.
|
Item 9B. | Other Information |
|
**
*Rule 10b5-1 Trading Plans*
The Companys executive officers and directors
may from time to time enter into plans or arrangements for the purchase or sale of its common shares that are intended to satisfy the
affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. During the three months ended December 31, 2025, no officers
or directors of the Company adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1
trading arrangement, as defined in Item 408 of Regulation S-K.
The Company has adopted an insider trading policy
governing the purchase, sale, and other dispositions of the Companys securities by directors, senior management, and employees.
A copy of the insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
|
Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections |
|
Not applicable.
63
****
**Part III**
|
Item 10. | Directors, Executive Officers and Corporate Governance |
|
****
The following table sets forth the names, ages
and position of our executive officers and directors.
|
Name |
|
Age |
|
Position | |
|
Executive Officers: |
|
|
|
| |
|
Steven Gold |
|
46 |
|
President, Chief Executive Officer and Director | |
|
William Avery |
|
44 |
|
Chief Financial Officer | |
|
Directors: |
|
|
|
| |
|
Luis Ducassi |
|
43 |
|
Executive Chairman of the Board | |
|
Maxime Leclerc |
|
39 |
|
Director | |
|
Trumbull Fisher(1) |
|
41 |
|
Director | |
|
Janet Meiklejohn |
|
62 |
|
Director | |
|
Tomas De Pablos Souza |
|
45 |
|
Director | |
|
(1) | Trumbull Fisher has been appointed to the Board pursuant to
the Berlin Project SPA. |
|
****
**Background of Executive Officers and Directors**
**
*Luis Ducassi*****has served as
our Executive Chairman since April1, 2024. Prior to that, Mr.Ducassi was our ChiefExecutive Officer since the Companys
inception on December16, 2022. Between August 2021 and December 2022, Mr.Ducassi took a temporary leave of absence due to
personal obligations. Prior to that, between August 2020 and August 2021, he served as the General Manager of Mining Promotion and Sustainability
of Ministry of Energy and Mines in Peru, where he managed, updated and monitored the portfolio of mining projects both in construction
and exploration. A respected businessman, Mr.Ducassi led mining efforts in Peru for the Ministry of Energy and Mines and played
a key role in negotiating and financing renewable energy projects. Between October 2017 and July 2020, Mr.Ducassi served as the
Director of Mining Projects of Perus Private Investment Promotion Agency. Earlier in his career, Mr.Ducassi worked as an
associate at *Banco de Credito del Peru*, from November2010 to July2012. In his earlier career, Mr.Ducassi worked
at World Bank, where he was a short-term consultant from July2005 to July2006 and a junior professional associate from August2006
to August2008, gaining experience in financial markets. Mr.Ducassi received his Bachelors degree from Universidad del
Pacifico in Business Administration in 2003 and his Masters of Business Administration from INSEAD in 2010.
**
*Steven Gold*has served as our President
and Chief Executive Officer since May21, 2024. Prior to this, he held the position of Chief Financial Officer, starting on December10,
2023. He has also served as a director since January1, 2024. Mr.Gold has nearly 25years of capital markets experience
in the natural resources sector, having held various positions in the investment industry across both the buy and sell sides with Tier-1
funds and brokerages. Prior to serving at the Company, during 2023, Mr.Gold had been offering corporate development and investor
relations consultancy to junior natural resource companies on a contractual basis. Between 2021 and 2023, Mr.Gold served as the
vice president of corporate development at Collective Mining Corp. Between 2018 and 2021, Mr.Gold took a temporary leave of absence
due to personal obligations. Previously, between 2012 and 2018, he served as the CFO of Energold Drilling Corp. In addition, Mr.Gold
held senior officer roles at various junior and mid-level global mining-sector companies with a focus on Latin America and Africa. Mr.
Gold is a Director of Fusion Fuel Green PLC, a U.S.-listed public company. Mr.Gold received his Bachelors degree in Industrial
Relations from McGill University in 2001 and his CFA designation from CFA Institute in 2006.
**
*William Avery* has served as our Chief Financial
Officer since June1, 2024. Since September 2023, Mr.Avery has been operating his own wholly-owned business, Avery Professional
Corporation, which provides CFO consulting services. While providing consultancy to companies, Mr.Avery is also named as the Chief
Financial Officer of PharmAla Biotech Holdings Inc., a Canadian public company. Mr.Avery has nearly 20years of experience
in public accounting and corporate finance, including elevenyears as a partner at MNP LLP, a leading national accounting firm in
Canada. From 2016 to 2023, he served as the Regional Public Companies Leader in Toronto, Ontario, where he specialized in helping companies
go public in both the UnitedStates and Canada, as well as cross-listing, across a wide variety of industries. Prior to that, he
held the position of Human Capital Leader in Mississauga, Ontario, from 2014 to 2016. Mr.Avery is a CPA (Canada) and CPA (NewYork)
with expertise in U.S.GAAP and IFRS.Since leaving public accounting, he has worked as CFO and financial consultant to both
private and public companies, providing strategic financial leadership to businesses pursuing public listings. Mr.Avery has received
his Honors Arts Accountancy Coop and Post-Baccalaureate Diploma in Accounting from University of Waterloo in 2005.
**
64
**
*Maxime Leclerc* has served as one of our
directors since May21, 2024. Mr.Leclerc has over 20years of experience in the commodities sector, specializing in energy,
metals, and minerals. He is the Founder of Aliki Global, a company that provides management and business advisory services, where he has
been working as an advisor since December2018. He is also the co-founder of Abaxx Exchange and a partner at Abaxx Technologies Inc.
Previously, Mr.Leclerc held senior roles at Goldman Sachs, focusing on derivatives and bespoke transaction structuring. He has expertise
in transitioning private businesses to public companies, particularly in energy and mining and holds a directorship in a private company.
Mr.Leclerc is highly skilled in physical markets and has strong connections with major trading houses. Mr.Leclerc has received
his Masters of Science degree in Economics from Universite Paris Dauphine in 2006 and his Masters of Science degree in Finance from London
School of Economics in 2008.
**
*Trumbull Fisher* has served as one of our
directors since April8, 2024. Mr.Fisher is a capital markets professional with over 15years of experience both working
at investment banks and in investment management. He has experience raising capital for small cap companies while working for institutional
investment banks and working with start-up companies. Between March2019 and September2022, he served as the chief executive
officer and a director of New Wave Esports Corp. (CSE:NWES) and since August2022, he has been serving as the chief executive
officer and a director of Green Shift Commodities Ltd. (TSXV:GCOM.V). Mr.Fisher has vast experience on both public and private
boards in addition to holding other roles which include, chairman, chief executive officer, president, and advisor to both public and
private companies. Mr.Fisher has received his bachelors degree in law from Carleton University in 2005.
**
*Janet Meiklejohn*has been appointed to
serve as one of our directors, effective upon the completion of this Offering. Ms. Meiklejohn is an experienced financial executive and
director with more than 30 years of experience in corporate finance, institutional equity sales, and senior leadership roles. From 1997
to 2015 she was in institutional equity sales with several leading Canadian investment banks, including Salman Partners, Desjardins Financial,
National Bank and Macquarie participating in more than $20billion of financings. From 2015 to 2018, she was a Principal at Emerald
Capital providing investor relations and corporate development advisory services to mining and biotech companies. From 2018 to 2024, Ms.
Meiklejohn held Chief Financial Officer and Director of Finance roles with several public and private companies, including Canada Rare
Earth Corp., Empress Royalty Corp., The Very Good Food Company Inc., and Renaissance Bioscience Inc., where she was responsible for financial
reporting, capital raising, investor relations, compliance, and strategic planning. From 2024 to present, Ms. Meiklejohn has been providing
corporate development advisory services to Forum Energy Metals in connection with their acquisition in August 2025. She also currently
serves as a director and audit committee chair of Impact Silver Corp. since August 2024; a director of Horizon West Infrastructure Fund
since March 2024, and a director of Baselode Energy (previously Forum Energy Metals) since 2021. Ms. Meiklejohn holds an MBA from the
Richard Ivey School of Business, a BBA from the University of Regina, and is a Chartered Professional Accountant (CPA, CA).
**
*Tomas De Pablos Souza* has been appointed
to serve as one of our directors, effective upon the completion of this Offering. Mr.De Pablos Souza**is a seasoned entrepreneur
in mining market, specifically lithium, and has been part of the founding team of two lithium projects now in production. Mr.De
Pablos Souza began his career with Minera EXAR S.A. (a joint venture between Lithium Americas Corp and Ganfeng S.A.), contributing to
the Cauchari project in Jujuy. In 2015, he co-founded Liex S.A. and co-led its sale to Zijin Mining Group in 2022 for CAD$900million.
Since May2024, Mr.De Pablo Souza serves as a board member and Senior Leadership Team advisor for Liex, and as a consultant
for Andina Mining. Mr.Souza received his Bachelors degree in Law from Universidad Argentina de la Empresa in 2006.
****
**Board Committees**
The committees of our Board consists of an audit
committee (the **Audit Committee**), a compensation committee (the **Compensation Committee**), and
a nominating and corporate governance committee (the **Nominating and Corporate Governance Committee**). The Board has
adopted a charter for each of these committees, which complies with the applicable NYSE American rules. Copies of the charters for each
committee are publicly available on our website at *www.jaguaruranium.com*.
**
*Audit Committee*
The Audit Committee is comprised of Janet Meiklejohn,
Maxime Leclerc and Tomas De Pablos Souza, each of whom is considered independent under the NYSE American listing standards and applicable
SEC rules. All of our members of our Audit Committee meet the requirements for financial literacy under the applicable rules and regulations
of the SEC and NYSE American. Janet Meiklejohn is the chair of the Audit Committee. The Board has determined that each of Janet Meiklejohn,
Maxime Leclerc and Tomas De Pablos Souza qualifies as an audit committee financial expert as defined in the applicable SEC
rules and has the requisite financial sophistication as defined under the applicable NYSE American rules and regulations.
65
The Audit Committee has adopted a written charter
that sets out its duties and responsibilities. The Audit Committee is responsible for, among other things:
|
| overseeing the Companys accounting and financial reporting
processes and the audit of the Companys financial statements; |
|
|
| selecting, retaining, compensating, and overseeing the Companys
independent auditors and, if necessary, terminating their services; |
|
|
| reviewing the independent auditors qualifications,
performance, and independence, and assuring proper rotation of lead audit partners; |
|
|
| pre-approving all audit and permitted non-audit services
provided by the Companys independent auditors; |
|
|
| reviewing and discussing the companys annual and quarterly
financial statements, as well as significant accounting issues and financial reporting risks; |
|
|
| reviewing internal controls over financial reporting and
disclosure controls, including material weaknesses and deficiencies, and managements response to such issues; |
|
|
| monitoring the Companys compliance with applicable
legal and regulatory requirements, and overseeing the Companys policies for managing significant risks, including financial and
cybersecurity risks; |
|
|
| establishing procedures for handling complaints regarding
accounting and auditing matters, and the confidential submission of employee concerns; |
|
|
| producing the audit committee report to be included in the
Companys annual proxy statement; and |
|
|
| reviewing and approving related party transactions and conflict-of-interest
situations. |
|
The Audit Committee has the authority to retain
outside advisors as necessary to fulfill its duties and responsibilities.
**
*Compensation Committee*
The Board has also established a Compensation
Committee, which consists entirely of independent directors under the NYSE American listing standards and applicable SEC rules. The members
of the Compensation Committee are Janet Meiklejohn, Maxime Leclerc and Tomas De Pablos Souza. The Compensation Committee assists the Board
in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers.
The Compensation Committees duties, which
is specified in our Compensation Committee charter, include, among other things:
|
| reviewing and approving, on an annual basis, corporate goals
and objectives relevant to the CEOs compensation, evaluating the CEOs performance in light of these goals, and determining
the CEOs compensation based on the evaluation; |
|
|
| reviewing and recommending to the Board the compensation
of all other executive officers, considering the results of the most recent shareholder advisory vote on executive compensation; |
|
|
| reviewing and making recommendations on incentive compensation
and equity-based plans, as well as administering these plans, including the granting of awards and setting the terms and conditions of
such grants; |
|
|
| reviewing the Companys executive compensation policies
and discussing the compensation discussion and analysis for inclusion in the Companys annual report and proxy statement; |
|
|
| reviewing and recommending employment agreements, severance
arrangements, and change-in-control benefits for the CEO and other executive officers; |
|
|
| reviewing stock ownership guidelines for executives and monitoring
compliance with the Compensation Committee charter; |
|
|
| reviewing compensation arrangements to ensure they do not
encourage excessive risk-taking and discussing the relationship between risk management and compensation policies; |
|
|
| overseeing engagement with shareholders and proxy advisory
firms on executive compensation matters; and |
|
|
| reviewing director compensation and benefits annually and
making recommendations to the Board. |
|
**
66
**
*Nominating and Corporate Governance Committee*
The Board has also established a Nominating and
Corporate Governance Committee which is comprised of****three****directors,****Tomas De Pablos Souza, Maxime
Leclerc, and Janet Meiklejohn, who satisfy the independence requirements under the NYSE American listing standards and applicable
SEC rules.
The Nominating and Corporate Governance Committees
duties, which is specified in our Nominating and Corporate Governance Committee charter include, among other things:
|
| identifying and evaluating candidates for the Board, including
nominations by shareholders and recommendations to the Board for approval; |
|
|
| recommending the composition and chairmanship of the Board
committees and making recommendations regarding the selection of candidates to fill vacancies; |
|
|
| developing and recommending corporate governance guidelines,
policies, and practices, and reviewing them annually for potential updates; |
|
|
| overseeing the evaluation process for the board and its committees,
including an annual assessment of their performance; |
|
|
| reviewing director compensation and benefits annually and
recommending any necessary changes to the Board; and |
|
|
| overseeing orientation programs for new directors and continuing
education programs for current directors. |
|
****
**Board Composition**
Our business and affairs are organized under the
direction of the Board. The Board currently consists of six members. Subject to the BCBCA and the Articles, the primary responsibilities
of the Board are to provide oversight, strategic guidance, counseling, and direction to our management. The Board shall meet on a regular
basis and additionally as required.
Pursuant to the IsoEnergy IRA, IsoEnergy has the
right to nominate one director to our Board, subject to the limitations set forth in IsoEnergy IRA.
Pursuant to the Berlin Project SPA, Green Shift
has the right to nominate a number of directors to our Board proportionate to the combined shareholdings of Green Shift and GEI (including
their respective affiliates), rounded down to the nearest whole number. For example, based on their current combined shareholding of approximately
20% of our Common Shares on an undiluted basis, Green Shift would be entitled to nominate one director to our Board.
****
**Director Term Limits**
All directors cease to hold office immediately
before the election or appointment of directors, but are eligible for re-election or re-appointment. We have not adopted term limits for
the directors of the Board as term limits could result in the loss of directors who have been able to develop, over a period of time,
significant insight into the Company and its operations and an institutional memory that benefits the Board as well as the Company and
its shareholders.
****
**Board Meetings**
During the fiscal year ended December31,
2025, the Board met 2 times. All of our directors attended 75% or more of the aggregate number of meetings of the Board. The directors
are strongly encouraged to attend future meetings of shareholders.
****
**Family Relationships**
There are no familial relationships among any
of our directors or executive officers.
The Companys Code of Conduct and Ethics,
which covers all employees (including the Companys executive officers), meets the requirements of the SEC rules promulgated under
Section 406 of the Sarbanes-Oxley Act of 2002. The Code of Conduct and Ethics is available on the Companys website at*https://www.
https://jaguaruranium.com/investors/*, and copies are available to shareholders without charge upon written request to the Company
(attention: Corporate Secretary) at the Companys principal executive offices. Any substantive amendment to the Code of Conduct
and Ethics or any waiver of the Code granted to the Companys executive officers will be posted on the Companys website at
*https://www.https://jaguaruranium.com/investors/*within five business days (and will be retained on the website for at least one
year).
67
|
Item 11. | Executive Compensation |
|
****
**Executive Compensation**
Our executive officers as of and for the year
ended December31, 2025, whom we refer to as our named executive officers were:
|
| Luis Ducassi, our Executive Chairman |
|
|
| Steven Gold, our President and Chief Executive Officer |
|
|
| William Avery, our Chief Financial Officer |
|
****
**Summary Compensation Table**
The following table sets forth information concerning
the compensation of the named executive officers for theyears ended December31, 2025, and 2024.
|
Name and Principal Position | |
Year | | |
Salary ($) | | |
Bonus ($) | | |
Option Awards ($)(3) | | |
All Other Compensation ($) | | |
Total ($) | | |
|
Luis Ducassi | |
| 2025 | | |
| 135,000 | | |
| 75,000 | | |
| | | |
| | | |
| 210,000 | | |
|
Executive Chairman | |
| 2024 | | |
| 13,168 | | |
| | | |
| 118,630 | | |
| | | |
| 131,798 | | |
|
Steven Gold(1) | |
| 2025 | | |
| 163,500 | | |
| 75,000 | | |
| | | |
| | | |
| 238,500 | | |
|
President, Chief Executive Officer | |
| 2024 | | |
| 69,815 | | |
| | | |
| 301,518 | | |
| | | |
| 371,333 | | |
|
William Avery(2) | |
| 2025 | | |
| 150,000 | | |
| 75,000 | | |
| | | |
| | | |
| 225,000 | | |
|
Chief Financial Officer | |
| 2024 | | |
| 49,500 | | |
| 2,500 | | |
| 188,200 | | |
| | | |
| 240,200 | | |
|
(1) | The salary for Steven Gold consisted of payments made to 2335350
Ontario Inc. |
|
|
(2) | The salary for William Avery consisted of payments made according
to the terms of a consulting contract to Avery Professional Corporation. |
|
|
(3) | Amounts shown in this column represent the aggregate grant date
fair value of the stock options awarded to the named executive officers in fiscalyears 2025 and 2024. These values have been determined
in accordance with FASB ASC Topic718 using a Black-Scholes model. For a discussion of the assumptions and methodologies used to
calculate the amounts referred to above, please see the disclosures for share-based compensation and granted option awards contained
in Note3 and Note8 to the Companys consolidated financial statements included elsewhere in this registration statement.
The amounts reported in this column reflect the accounting cost for these stock options and do not correspond to the actual economic
value that may be received by the named executive officers upon exercise of the stock options. |
|
****
**Narrative Disclosure to Summary Compensation
Table**
****
**Employment Agreements and Arrangements**
We have entered into written executive employment
agreements (each, an **Employment Agreement**) with each of our Luis Ducassi, Steven Gold and William Avery, which became
effective on August1, 2025. Some of the terms of the Employment Agreements include:
|
| Prior Consulting Relationship:Each
executive previously provided services to the Company as an independent contractor pursuant to a Consulting Agreement. The consulting
arrangements were mutually terminated effective as of the date each executive commenced full-time employment. |
|
****
|
| Position and Duties:Each executive
is employed in a senior leadership role appropriate to their title, with responsibilities customary to such position and as otherwise
assigned by the Chief Executive Officer or the Board. Executives may be appointed to other positions with affiliates or investee companies
without additional compensation. |
|
****
|
| Base Salary:Executives are
entitled to an annual base salary of $250,000, $250,000 and $200,000 for each of Luis Ducassi, Steven Gold and William Avery, respectively,
subject to periodic review but not subject to decrease during the term of employment. |
|
|
| Bonus:Executives are eligible
to receive annual discretionary bonuses under any applicable management incentive plan adopted by the Company. In the year in which the
Company completes a Liquidity Event (as defined in each of the Employment Agreements), each executive is entitled to a guaranteed bonus
equal to 75% of their base salary, payable within 30days of the closing of such event. |
|
68
|
| Equity Compensation:Executives
are entitled to participate in the Companys Equity Incentive Plan and may receive grants of stock options, restricted stock units,
performance stock units or other equity awards as determined by the Board. Equity awards vest in full upon termination without cause
or resignation for good reason. |
|
|
| Liquidity Event Equity Grant:Upon
the closing of a Liquidity Event (as defined in each of the Employment Agreements), Luis Ducassi, Steven Gold and William Avery will
receive 250,000, 250,000 and 200,000 options, respectively, to purchase Common Shares at the Liquidity Event (as defined in each of the
Employment Agreements) price. |
|
|
| Change of Control:Upon the
occurrence of a Change of Control Event (as defined in each of the Employment Agreements), each of Luis Ducassi, Steven Gold and William
Avery, respectively, will receive 500,000, 500,000 and 350,000 deferred stock units. If such event results in the executives termination
without cause or resignation for good reason, the deferred stock units will be replaced by the same amount of restricted stock units
for each of the executives, which shall fully vest immediately. |
|
|
| Severance:If the Company terminates
an executives employment without cause or if the executive resigns for good reason, and subject to execution of a release, the
executive is entitled to: |
|
|
| A lump sum severance payment equal to twenty-four, twenty-four
and eighteenmonths of base salary, for each of Luis Ducassi, Steven Gold and William Avery, respectively, reduced by any ESA notice
and severance entitlement; and |
|
|
| Payment of the executives guaranteed bonus (in the
case of William Avery, multiplied by 0.5). |
|
|
| Benefits and Perquisites:Executives
are eligible to participate in all Company benefit plans made generally available to similarly situated employees, subject to plan terms
and applicable eligibility requirements. |
|
|
| Vacation:Each executive accrues
fiveweeks (25business days) of paid vacation annually, pro-rated for partialyears. |
|
|
| Restrictive Covenants:The
Employment Agreements include customary confidentiality, non-disparagement, assignment of intellectual property rights, and non-solicitation
provisions.Non-solicitation obligations apply for 12months following termination. |
|
****
|
| Employment at Will with ESA Minimums:The
Company may terminate an executives employment at any time with or without cause, in accordance with the minimum requirements
under the Ontario Employment Standards Act, 2000 (ESA), and any enhanced entitlements are conditioned upon execution
of a release of claims. |
|
****
**Outstanding Equity Awards at the Fiscal Year-End**
The following table sets forth information concerning
the equity awards of the named executive officers as of December31, 2025.
|
Name | |
Number of securities underlying unexercised options (#) exercisable | | |
Number of securities underlying unexercised options (#) unexercisable | | |
Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) | | |
Option exercise price ($) | | |
Option expiration date (D-M-Y) | |
|
Luis Ducassi | |
| 8,680 | | |
| | | |
| 8,680 | | |
$ | 4.00 | | |
30-Jun-29 | |
|
| |
| 19,845 | | |
| | | |
| 19,845 | | |
$ | 5.00 | | |
25-Sep-29 | |
|
Steven Gold | |
| 10,140 | | |
| | | |
| 10,140 | | |
$ | 2.00 | | |
15-Mar-29 | |
|
| |
| 8,680 | | |
| | | |
| 8,680 | | |
$ | 4.00 | | |
30-Jun-29 | |
|
| |
| 19,845 | | |
| | | |
| 19,845 | | |
$ | 5.00 | | |
25-Sep-29 | |
|
William Avery | |
| 11,580 | | |
| | | |
| 11,580 | | |
$ | 4.00 | | |
18-Jun-29 | |
|
| |
| 12,160 | | |
| | | |
| 12,160 | | |
$ | 5.00 | | |
28-Aug-29 | |
|
| |
| 19,845 | | |
| | | |
| 19,845 | | |
$ | 5.00 | | |
25-Sep-29 | |
****
69
****
**Director Compensation**
The following table provides information concerning
the compensation of each director on the Board who did not serve as a named executive officer as of the year ended December31, 2025.
|
Name | |
Fees earned or paid in cash ($) | | |
Option award ($) | | |
All other compensation ($) | | |
Total ($) | | |
|
Jose Vizquerra(1) | |
| | | |
| | | |
| | | |
| | | |
|
Maxime Leclerc | |
| | | |
| | | |
| | | |
| | | |
|
Trumbull Fisher | |
| | | |
| | | |
| | | |
| | | |
|
(1) | Mr.Vizquerra resigned as a member of the Board on August
1, 2025. |
|
****
**Narrative Disclosure to Director Compensation
Table**
Subsequent to December 31, 2025, as of the IPO,
the compensation of the members of the Board is $5,000 per month.
****
**Employee Benefit Plans**
**
*Stock Option Plan*
We have a stock option plan in place (the **Stock
Option Plan**), that was approved on March15, 2024. Accordingly, options may be granted to employees, directors or consultants
of the Company. The total number of Common Shares issuable pursuant to the option plan will 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 will 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 sixmonths from grant date and 50% at the end of
twelvemonths from grant date.
We measure equity settled share-based payments
based on their fair value at the grant date and recognize compensation expense on a straight-line basis over the vesting period. Fair
value is measured using the Black-Scholes Model. In estimating fair value, management is required to make certain assumptions and estimates
such as the expected life of units, volatility of the Companys future share price, risk free rates, expected forfeiture and future
dividend yields at the initial grant date. Changes in assumptions used to estimate fair value could result in materially different results.
We have elected to recognize the effect of awards for which the requisite service period is not rendered when the award is forfeited,
which is to recognize the effect of forfeitures in compensation cost when they occur. Previously recognized compensation cost for an award
is reversed in the period that the award is forfeited. Further, we have elected to use the contractual term as the expected term.
In 2024, our Executive Chairman Mr.Ducassi
was granted 35,000 options exercisable at $4.00 and expiring on June30, 2029 and 33,000 options exercisable at $5.00 expiring on
September25, 2029, our President and Chief Executive Officer Mr.Gold was granted 100,000 options exercisable at $2.00 and
expiring on March15, 2029, 35,000 options exercisable at $4.00 and expiring on June30, 2029, and 33,000 options exercisable
at $5.00 and expiring September25, 2029, and our Chief Financial Officer Mr.Avery was granted 50,000 options exercisable at
$4.00 and expiring June18, 2029, 25,000 options exercisable at $5.00 and expiring on August28, 2029, and 33,000 options exercisable
at $5.00 and expiring on September25, 2029.
Also in 2024, our directors received option awards
for their service on the Board under the Stock Option Plan. These option awards are discretionary and not granted pursuant to a formal
Board compensation policy. On June30, 2024, Jose Vizquerra, Maxime Leclerc, and Trumbull Fisher were each granted 35,000 options
with an exercise price of $4.00 and a five-year term. Additionally, on September25, 2024, Jose Vizquerra, Maxime Leclerc, and Trumbull
Fisher were each granted 18,000 options with an exercise price of $5.00 and a five-year term.
**
*2025 Equity Incentive Plan*
In connection with the consummation of the IPO,
the Board has adopted and approved the Jaguar Uranium Corp. 2025 Equity Incentive Plan (the **2025 Equity Incentive Plan**).
The 2025 Equity Incentive Plan is designed to align the interests of officers, employees, and other eligible service providers with those
of the shareholders and to help the company attract and retain qualified personnel. It also aims to associate part of the compensation
for these individuals with the returns achieved by shareholders.
**
70
**
*Administration.*The
2025 Equity Incentive Plan is administered by the Board, which has broad authority to interpret the 2025 Equity Incentive Plan, grant
awards, and establish the terms and conditions for each award. The Board can delegate its authority as necessary, provided it complies
with applicable law.
**
*Share Reserve.*The
total number of shares available under the 2025 Equity Incentive Plan is limited to 10% of the issued and outstanding shares of the Company.
This percentage includes shares from other security-based compensation plans. Certain limits apply to insiders, preventing them from receiving
more than 10% of the total shares issued at any time.
**
*Types of Awards.*Awards
under the 2025 Equity Incentive Plan may include options, restricted share units (RSUs), and performance share units (PSUs). Each award
type comes with specific vesting, performance, and exercise conditions, as outlined in individual grant agreements.
**
*Transferability.*Awards
under the 2025 Equity Incentive Plan cannot be transferred or assigned, except under limited conditions such as death or legal succession.
**
*Change in Control.*In
the event of a change in control, outstanding awards may vest early or be adjusted depending on the specifics of the transaction and the
participants relationship with the Company.
**
*Amendment and Termination.*The
2025 Equity Incentive Plan can be amended or terminated by the Board at any time, but any changes that negatively impact participant rights
require their consent unless the changes are necessary for legal compliance. Certain amendments, such as increasing the number of shares
issuable or changing eligibility criteria, require shareholder approval.
**
*Clawback Provisions.*The
2025 Equity Incentive Plan includes provisions for recoupment of awards if a participant engages in misconduct, breaches restrictive covenants,
or if the company is required to restate its financial statements.
This 2025 Equity Incentive Plan replaces the Companys
prior stock option plan, with all outstanding awards from the prior plan included in the share reserve limits under the current 2025 Equity
Incentive Plan.
****
**Compensation Committee Interlocks and Insider
Participation**
No person who has served as a member of the Compensation
Committee during the last completed fiscal year (i)was, during that fiscal year, an officer or employee of the Company, (ii)was
formerly an officer of the Company or (iii)had any relationship requiring disclosure by the Company under any paragraph of Item404
of RegulationS-K.
No executive officer of the Company served as
a member of the Compensation Committee (or other board committee performing equivalent functions or, in the absence of any such committee,
the entire board of directors) of another entity, one of whose executive officers served on the Compensation Committee (or other board
committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of the Company.
No executive officer of the Company served as
a director of another entity, one of whose executive officers served on the Compensation Committee (or other board committee performing
equivalent functions or, in the absence of any such committee, the entire board of directors) of the Company.
No executive officer of the Company served as
a member of the Compensation Committee (or other board committee performing equivalent functions or, in the absence of any such committee,
the entire board of directors) of another entity, one of whose executive officers served as a director of the Company.
|
Item 12. | Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters |
|
****
The following table sets forth information regarding
beneficial ownership of the Common Shares by:
|
| each person who is the beneficial owner of more than 5% of
the outstanding Common Shares; |
|
|
| each of our named executive officers; |
|
|
| each of our directors and director nominees; and |
|
|
| all of our current named executive officers and directors
as a group. |
|
Beneficial ownership is determined according to
the rules of the SEC, which generally provide that a person has beneficial ownership of a security if they possess sole or shared voting
(which includes the power to vote or to direct the voting of) or investment power (which includes the power to dispose of or to direct
the disposition of) of that security, including options and warrants that are currently exercisable or exercisable within sixty (60)days.
71
The beneficial ownership of our Common Stock is based on 20,193,777
Common Shares issued and outstanding as of March 27, 2026.
|
Name and Address of Beneficial Owner(1) | |
Number of Shares Beneficially Owned | | |
Percentage
of Shares
Beneficially
Owned | | |
|
Directors, Director Nominees and Named Executive Officers | |
| | |
| | |
|
Luis Ducassi, Executive Chairman(2) | |
| 528,000 | | |
| 2.61 | % | |
|
Steven Gold, President, Chief Executive Officer(3) | |
| 293,000 | | |
| 1.43 | % | |
|
William Avery, Chief Financial Officer(4) | |
| 108,000 | | |
| * | | |
|
Maxime Leclerc, Director(5) | |
| 53,000 | | |
| * | | |
|
Trumbull Fisher, Director(6) | |
| 53,000 | | |
| * | | |
|
Janet Meiklejohn, Director Nominee | |
| | | |
| | | |
|
Tomas De Pablos Souza, Director Nominee | |
| | | |
| | | |
|
All directors, director nominees and executive officers as a group (7 persons) | |
| 1,035,000 | | |
| 5.00 | % | |
|
5% Beneficial Holders | |
| | | |
| | | |
|
Beaconsfield Ventures Ltd.(7) | |
| 1,660,834 | | |
| 7.96 | % | |
|
Green Shift Commodities Ltd.(8) | |
| 5,048,444 | | |
| 25.00 | % | |
|
IsoEnergy Ltd. (Consolidated Uranium Inc.)(9) | |
| 3,000,000 | | |
| 14.86 | % | |
|
Sachem Cove Special Opportunities Fund LP (10) | |
| 1,079,645 | | |
| 5.33 | % | |
|
* | Indicates beneficial ownership of less than 1% of the total
issued and outstanding Common Shares. |
|
|
(1) | Unless otherwise noted, the business address of each of the
following is3-1136 Centre Street, Thornhill, Ontario, L4J 3M8 Canada. |
|
|
(2) | The number of shares beneficially owned includes 35,000options
exercisable at $4.00 per Common Share and expiring on June 30, 2029, 33,000 options exercisable at $5.00 per Common Share and expiring
on September 25, 2029. |
|
|
(3) | The number of shares beneficially owned includes 100,000 options
exercisable at $2.00 per Common Share and expiring on March15, 2029, 35,000 options exercisable at $4.00 per Common Share and expiring
on June 30, 2029, and 33,000 options exercisable at $5.00 per Common Share and expiring on September 25, 2029. The number of shares beneficial
owned also includes 75,000 warrants held by Steven Golds spouse Jodi Kaufman exercisable at $1.00 per Common Share and expiring
on December 14, 2029, which are deemed to be beneficially owned by Steven Gold. |
|
|
(4) | The number of shares beneficially owned includes 50,000 options
exercisable at $4.00 per Common Share and expiring on June 18, 2029, 25,000 options exercisable at $5.00 per Common Share and expiring
on August 28, 2029, and 33,000 options exercisable at $5.00 per Common Share and expiring on September 25, 2029. |
|
|
(5) | The number of shares beneficially owned includes 35,000 options
exercisable at $4.00 per Common Share and expiring on June 30 2029, and 18,000 options exercisable at $5.00 per Common Share and expiring
on September 25, 2029. |
|
|
(6) | The number of shares beneficially owned includes 35,000 options
exercisable at $4.00 per Common Share and expiring on June 30 2029, and 18,000 options exercisable at $5.00 per Common Share and expiring
on September 25, 2029. |
|
|
(7) | Chris Irwin has voting and investment control over the shares
held by Beaconsfield Ventures Ltd. The address of Beaconsfield Ventures Ltd. is 397 Russell Hill Road, Toronto, Ontario M4V 2M3. The
number of shares beneficially owned includes 216,667 warrants exercisable at $1.00 per Common Share and expiring on December 14, 2029,
and 450,000 warrants exercisable at $5.05 per Common Share and expiring on June 17, 2028. |
|
|
(8) | Green Shift Commodities Ltd. is a publicly traded company on
the TSX Venture Exchange and the OTCQB.Its address is 303217 Queen St. West, Toronto, ON Canada M5V 0R2. The
percentage of beneficial ownership after the Offering includes the Liquidity Event Shares. |
|
|
(9) | IsoEnergy Ltd. is a publicly traded company on the Toronto Stock
Exchange and the OTCQX.Its address is 217 Queen St. West,Unit 401, Toronto, ON Canada M5V 0R2. Consolidated Uranium Inc.
is a wholly-owned subsidiary of IsoEnergy Ltd. The percentage of beneficial ownership after the Offering includes the Listing Event Shares. |
|
|
(10) | The number of shares beneficially owned includes 70,000 warrants exercisable at $5.05 per Common Share
and expiring on January 15, 2028. Sachem Cove Partners LLC is the General Partner of Sachem Cove Special Opportunities Fund LP. Timothy
Rotolo is the principal of the general partner of Sachem Cove Special Opportunities Fund LP. The address of Sachem Cove Special Opportunities
Fund LP is 44 Main Street, Cold Spring Harbor, New York, New York 11724. | |
72
|
Item 13. | Certain Relationships and Related Transactions, and Director
Independence |
|
****
The following includes a summary of transactions
since December16, 2022 (our inception) and any currently proposed transactions, to which we were or are to be a participant, in
which (i)the amount involved exceeded or will exceed the lesser of $120,000 or 1% of the average of our total assets at year-end
for the last two completed fiscalyears; and (ii)any of our directors, executive officers or holders of more than 5% of our
capital stock, or any affiliate or member of the immediate family of the foregoing persons, had or will have a direct or indirect material
interest, other than compensation and other arrangements that are described under the heading *Executive and Director Compensation*
in this Annual Report on Form 10-K.
****
**OurPolicy Regarding Related Party Transactions**
Following this Offering, the Board intends to
adopt a written policy on transactions with related persons that is in conformity with the requirements for issuers listed on the NYSE
American. Under such policy:
|
| Any related party transaction, and any material amendment
or modification to a related party transaction, must be reviewed and approved or ratified by the Audit Committee, which is composed solely
of independent directors who are disinterested. |
|
|
| Any employment relationship or transaction involving an executive
officer and any related compensation must be approved by the Compensation Committee or recommended by the Compensation Committee to the
Board for approval. |
|
|
| The Audit Committee or disinterested directors, as applicable,
will review and examine the name of the related party and the basis on which the person is a related party, the material terms of the
transaction, including the approximate dollar value of the amount involved and all material facts regarding the related partys
direct or indirect interest in, or relationship to, the related party transaction. |
|
|
| The Audit Committee or disinterested directors, as applicable,
will determine whether the related party transaction was undertaken in the ordinary course of business and whether the terms are comparable
to those that would have been reached with an unrelated third party. |
|
If the Company becomes aware of a Related Party
Transaction that has not been approved under the policy, the transaction will be reviewed in accordance with the policys procedures.
If not ratified, additional actions, including immediate discontinuation or rescission of the transaction, may be directed by the Audit
Committee.
****
**Transactions with Related Persons**
Other than the employment arrangements with our
named executive officers, the issuances of equity awards to our executive officers and directors, and the transactions related to the
acquisitions of our subsidiaries, there were no related party transactions during the years ended December31, 2024 and 2023.
****
**Investor Rights Agreement**
In connection with the Argentina Projects SPA,
we entered into the IsoEnergy IRA.Pursuant to the IsoEnergy IRA, IsoEnergy is entitled to participate in future equity financings,
including the issuance of equity securities or securities convertible into or exercisable for equity securities in any public or private
offering, on terms consistent with those offered to other investors, subject to certain exceptions, including issuances of securities
(a)under our existing or future share-based incentive plans, (b)upon the exercise or conversion of previously issued convertible
or exchangeable securities, (c)in connection with acquisitions, business combinations, or other asset transactions, and (d)through
a rights offering made available to all shareholders.
IsoEnergy is also entitled to nominate one director
to the Board following the Companys listing on the NYSE American. 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 IsoEnergys
nominee to the Board, who will receive the same compensation, indemnification, and benefits as the other directors.
The IsoEnergy IRA will terminate when IsoEnergys
ownership percentage in the Company falls below 5%. Upon termination, all rights and obligations under the agreement will cease.
****
**Shareholders Agreement**
The Shareholders Agreement governs the
rights, obligations, and restrictions of our current shareholders with respect to the Common Shares. The Shareholders Agreement
includes provisions relating to the transfer of shares, corporate governance, and the ability of shareholders to influence significant
decisions affecting us.
**
73
**
*Share Transfer Restrictions*
The Shareholders Agreement imposes restrictions
on the transfer of Common Shares by shareholders. Any shareholder wishing to transfer their Common Shares must first offer them to us
and then to the other shareholders under the same terms.
**
*Shareholder Approval for Common Share Issuances*
The Shareholders Agreement requires that
any issuance or alteration of our authorized or issued capital, including the creation of new share classes or the issuance of additional
Common Shares, must be approved by at least 60% of the voting shares, including the consent of Jose Vizquerra and Roxy Capital Corporation.
**
*Director Nomination Rights*
Pursuant to the Shareholders Agreement,
both Jose Vizquerra and Roxy Capital Corporation have the right to nominate directors to our Board. Jose Vizquerra has exercised his right
by nominating himself as a director. Roxy Capital Corporation has not exercised its nomination rights.
**
*Drag-Along Rights*
The Shareholders Agreement grants drag-along
rights to shareholders holding 75% or more of the voting shares, allowing them to compel other shareholders to sell their Common Shares
in the event of a proposed sale to a third party. These rights allow majority shareholders to facilitate significant transactions, such
as the sale of our business, without being impeded by minority shareholders. However, this provision could require minority shareholders
to sell their Common Shares on terms they did not negotiate.
**
*Termination of the Shareholders Agreement*
The Shareholders Agreement will terminate
upon certain events, including (i)the completion of a public offering of our Common Shares, (ii)our dissolution or bankruptcy,
or (iii)the execution of a written agreement of termination by all parties to the Shareholders Agreement. Therefore, the
Shareholders Agreement will terminate upon completion of this Offering in accordance with its terms.
****
**Director Independence**
The Board evaluates the independence of each nominee
for election as a director of the Company in accordance with the listing rules of the NYSE American set forth in the NYSE American Company
Guide. Pursuant to these rules, a majority of our Board must be independent directors within the meaning of the NYSE American
Company Guide, and all directors who sit on our Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee
must also be independent directors.
The NYSE American definition of independence
includes a series of objective tests, such as the director or director nominee is not, and was not during the last threeyears, an
employee of the Company or its subsidiaries and has not received certain payments from, or engaged in various types of business dealings
with the Company. In addition, as further required by the NYSE American, the Board has made a subjective determination as to each independent
director that no relationships exist, which, in the opinion of the Board, would interfere with such individuals exercise of independent
judgment in carrying out his or her responsibilities as a director. In making these determinations, the Board reviewed and discussed information
provided by the directors with regard to each directors business and personal activities as they may relate to the Company and
its management.
As a result, the Board has affirmatively determined
that each of Janet Meiklejohn, Maxime Leclerc and Tomas De Pablos Souza are independent in accordance with the NYSE American listing rules.
The Board has also affirmatively determined that all members of our Audit Committee, Nominating and Corporate Governance Committee and
Compensation Committee are independent directors.
****
74
****
|
Item14. | Principal Accountant Fees and Services |
|
The following table provides information regarding
the fees billed to us by Summit Group CPAs, P.C. and DNTW Toronto LLP in the fiscal years ended December 31, 2025, and December 31, 2024:
|
| |
For the fiscal years ended | | |
|
| |
December 31, | | |
December 31, | | |
|
| |
2025 | | |
2024 | | |
|
Audit Fees (1) | |
$ | 108,000 | | |
$ | 92,282 | | |
|
Audit Related Fees (2) | |
| 10,000 | | |
| 10,000 | | |
|
Tax Fees (3) | |
| | | |
| | | |
|
Total Fees | |
$ | 118,000 | | |
$ | 102,282 | | |
|
(1) | Audit Fees consist of audit
of annual financial statements and review of financial statements. |
|
|
(2) | Audit Related Fees consist
of the review and consents associated with prospectus offerings. |
|
|
(3) |
Tax Fees consist of preparation fees associated with preparing Corporate federal income tax returns. | |
**Pre-Approval Policies and Procedures**
The Audit Committee charter sets out procedures
regarding the provision of non-audit services by the Companys independent chartered professional accountants. This policy encourages
consideration of whether the provision of services other than audit services is compatible with maintaining the auditors independence
and requires Audit Committee pre-approval of permitted non-audit and non-audit related services.
75
**Part IV**
|
Item 15. | Exhibits and Financial Statement Schedules |
|
**
*a) Documents filed as part of this Report*
|
(1) | Financial Statements. See Index to Financial Statements
in Part II, Item 8 of this Annual Report on Form 10-K. |
|
|
(2) | Financial Statement Schedules. All schedules are omitted
for the reason that the information is included in the financial statements or the notes thereto or that they are not required or are
not applicable. |
|
|
(3) | Exhibits. The exhibits listed in the Exhibits Index
are filed or incorporated by reference as part of this Annual Report on Form 10-K. |
|
**
*(b) Exhibits.*
**
|
Exhibit |
|
Description | |
|
3.1 |
|
Notice of Articles of the Registrant (incorporated by reference to Exhibit 3.1 to the Companys Registration Statement on Form S-1(File No. 001-292006) filed with the U.S. Securities and Exchange Commission on January 30, 2026). | |
|
3.2 |
|
Articles of the Registrant (incorporated by reference to Exhibit 3.2 to the Companys Registration Statement on Form S-1(File No. 001-292006) filed with the U.S. Securities and Exchange Commission on January 30, 2026). | |
|
4.1 |
|
Specimen Common Share Certificate (incorporated by reference to Exhibit 4.1 to the Companys Registration Statement on Form S-1(File No. 001-292006) filed with the U.S. Securities and Exchange Commission on January 30, 2026). | |
|
4.2 |
|
Form of Underwriters Warrant (incorporated by reference to Exhibit 4.2 to the Companys Registration Statement on Form S-1(File No. 001-292006) filed with the U.S. Securities and Exchange Commission on January 30, 2026). | |
|
4.3 |
|
Description of the Registrants Securities (filed herewith). | |
|
10.1 |
|
Share Purchase Agreement, dated December 8, 2023, by and among the Registrant, Gaia Energy Inc. and Green Shift Commodities Ltd. (incorporated by reference to Exhibit 10.1 to the Companys Registration Statement on Form S-1(File No. 001-292006) filed with the U.S. Securities and Exchange Commission on January 30, 2026). | |
|
10.2 |
|
Amending Agreement, dated April 8, 2024, by and among the Registrant, Gaia Energy Inc. and Green Shift Commodities Ltd. (incorporated by reference to Exhibit 10.2 to the Companys Registration Statement on Form S-1(File No. 001-292006) filed with the U.S. Securities and Exchange Commission on January 30, 2026). | |
|
10.3 |
|
Share Purchase Agreement, dated July 17, 2024, by and between the Registrant and Consolidated Uranium Inc. (incorporated by reference to Exhibit 10.3 to the Companys Registration Statement on Form S-1(File No. 001-292006) filed with the U.S. Securities and Exchange Commission on January 30, 2026). | |
|
10.4 |
|
Unanimous Shareholders Agreement, dated March 1, 2023, by and among the Registrant and each of the shareholders of the Registrant party thereto. (incorporated by reference to Exhibit 10.4 to the Companys Registration Statement on Form S-1(File No. 001-292006) filed with the U.S. Securities and Exchange Commission on January 30, 2026). | |
|
10.5 |
|
Investor Rights Agreement, dated July 19, 2024, by and between the Registrant and IsoEnergy Ltd. (incorporated by reference to Exhibit 10.5 to the Companys Registration Statement on Form S-1(File No. 001-292006) filed with the U.S. Securities and Exchange Commission on January 30, 2026). | |
|
10.6 |
|
Net Smelter Return Royalty Agreement, dated April 8, 2024, by and among the Registrant, Gaia Energy Investments Ltd., Gaia Energy Investments Ltd. Sucursal Columbia, Berlin (BVI) Limited, Berlin (BVI) Limited Sucursal Columbia and Green Shift Commodities Ltd. (incorporated by reference to Exhibit 10.6 to the Companys Registration Statement on Form S-1(File No. 001-292006) filed with the U.S. Securities and Exchange Commission on January 30, 2026). | |
|
10.7 |
|
Net Smelter Return Royalty Agreement Laguna Project, dated July19, 2024, by and among the Registrant, 2847312 Ontario Inc. and Consolidated Uranium Inc. (incorporated by reference to Exhibit 10.7 to the Companys Registration Statement on Form S-1(File No. 001-292006) filed with the U.S. Securities and Exchange Commission on January 30, 2026). | |
|
10.8 |
|
Net Smelter Return Royalty Agreement Huemul II, dated July19, 2024, by and among the Registrant, 2847312 Ontario Inc. and Consolidated Uranium Inc. (incorporated by reference to Exhibit 10.8 to the Companys Registration Statement on Form S-1(File No. 001-292006) filed with the U.S. Securities and Exchange Commission on January 30, 2026). | |
76
|
10.9 |
|
Net Smelter Return Royalty Agreement, dated July 31, 2023, by and between 2847312 Ontario Inc. and Minera Agaucu S.A. (incorporated by reference to Exhibit 10.9 to the Companys Registration Statement on Form S-1(File No. 001-292006) filed with the U.S. Securities and Exchange Commission on January 30, 2026). | |
|
10.10 |
|
Net Smelter Return Royalty Agreement, dated July 31, 2023, by and between 2847312 Ontario Inc. and NewEra Metal Resources Ltd. and Mr. Guillermo Wild Ceruzzi. (incorporated by reference to Exhibit 10.10 to the Companys Registration Statement on Form S-1(File No. 001-292006) filed with the U.S. Securities and Exchange Commission on January 30, 2026). | |
|
10.11* |
|
Form of the Registrants 2025 Equity Incentive Plan. (incorporated by reference to Exhibit 10.11 to the Companys Registration Statement on Form S-1(File No. 001-292006) filed with the U.S. Securities and Exchange Commission on January 30, 2026). | |
|
10.12 |
|
Employment Agreement, dated August 1, 2025, by and between Steven Gold and Jaguar Uranium Corp. (incorporated by reference to Exhibit 10.12 to the Companys Registration Statement on Form S-1(File No. 001-292006) filed with the U.S. Securities and Exchange Commission on January 30, 2026). | |
|
10.13 |
|
Employment Agreement, dated August 1, 2025, by and between William Avery and Jaguar Uranium Corp. (incorporated by reference to Exhibit 10.13 to the Companys Registration Statement on Form S-1(File No. 001-292006) filed with the U.S. Securities and Exchange Commission on December 8, 2025). | |
|
10.14 |
|
Consulting Agreement, dated August 1, 2025, by and between Luis Ducassi and Jaguar Uranium Corp. (incorporated by reference to Exhibit 10.14 to the Companys Registration Statement on Form S-1(File No. 001-292006) filed with the U.S. Securities and Exchange Commission on December 8, 2025). | |
|
14.1 |
|
Registrants Code of Ethics (filed herewith). | |
|
19.1 |
|
Jaguar Uranium Corp. Insider Trading Policy (filed herewith). | |
|
21.1 |
|
List of Subsidiaries (filed herewith). | |
|
23.1 |
|
Consent of Summit Group CPAs, P.C. (filed herewith). | |
|
24.1 |
|
Powers of Attorney (included on signature page to this Annual Report on Form 10-K). | |
|
31.1 |
|
Certification of Principal Executive Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). | |
|
31.2 |
|
Certification of Principal Financial Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). | |
|
32.1 |
|
Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith). | |
|
96.1 |
|
S-K 1300 Technical Report Summary, Berlin Project, Caldas Province, Colombia, with an effective date of February15, 2024. (incorporated by reference to Exhibit 96.1 to the Companys Registration Statement on Form S-1(File No. 001-292006) filed with the U.S. Securities and Exchange Commission on January 30, 2026) | |
|
96.2 |
|
S-K 1300 Technical Report Summary, Laguna Salada Project, Chubut Province, Argentina, with an effective date of August13, 2024. (incorporated by reference to Exhibit 96.2 to the Companys Registration Statement on Form S-1(File No. 001-292006) filed with the U.S. Securities and Exchange Commission on January 30, 2026). | |
|
96.3 |
|
S-K 1300 Technical Report Summary, Huemul Project, Mendoza Province, Argentina, with an effective date of August13, 2024. (incorporated by reference to Exhibit 96.3 to the Companys Registration Statement on Form S-1(File No. 001-292006) filed with the U.S. Securities and Exchange Commission on January 30, 2026). | |
|
97 |
|
Clawback Policy (filed herewith). | |
|
101.INS |
|
XBRL Instance Document. | |
|
101.SCH |
|
XBRL Taxonomy Extension Schema Document. | |
|
101.CAL |
|
XBRL Taxonomy Extension Calculation Linkbase Document. | |
|
101.LAB |
|
XBRL Taxonomy Extension Label Linkbase Document. | |
|
101.PRE |
|
XBRL Taxonomy Extension Presentation Linkbase Document. | |
|
101.DEF |
|
XBRL Taxonomy Extension Definition Document. | |
|
104 |
|
Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document) | |
|
|
The schedules and exhibits to this agreement have been omitted from this filing pursuant to Item 601 of Regulation S-K. The Company will furnish copies of any such schedules and exhibits to the U.S. Securities and Exchange Commission upon request. | |
|
* |
Management contract of compensatory plan or arrangement. | |
*(c) Financial Statement Schedules.* Included in Item 15(a)(2)
above.
|
Item 16. | Form
10-K Summary |
|
Not applicable.
77
****
**SIGNATURES**
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
JAGUAR URANIUM CORP. | |
|
|
| |
|
|
/s/ Steven Gold | |
|
|
Steven Gold | |
|
|
President and Chief Executive Officer | |
|
Date: March 27, 2026 |
| |
**POWER OF ATTORNEY**
KNOW ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below constitutes and appoints Steven Gold and William Avery and each or any one of them, his true and
lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant
in the capacities and on the dates indicated.
|
Signature |
|
Title |
|
Date: | |
|
|
|
|
|
| |
|
/s/ Steven Gold |
|
President, Chief Executive Officer and Director |
|
Dated: March 27, 2026 | |
|
Steven Gold |
|
(Principal Executive Officer) |
|
| |
|
|
|
|
|
| |
|
/s/ William Avery |
|
Chief Financial Officer |
|
Dated: March 27, 2026 | |
|
William Avery |
|
(Principal Financial and Accounting Officer) |
|
| |
|
|
|
|
|
| |
|
/s/ Luis Ducassi |
|
Executive Chairman of the Board |
|
Dated: March 27, 2026 | |
|
Luis Ducassi |
|
|
|
| |
|
|
|
|
|
| |
|
/s/ Maxime Leclerc |
|
Director |
|
Dated: March 27, 2026 | |
|
Maxime Leclerc |
|
|
|
| |
|
|
|
|
|
| |
|
/s/ Trumbull Fisher |
|
Director |
|
Dated: March 27, 2026 | |
|
Trumbull Fisher |
|
|
|
| |
|
|
|
|
|
| |
|
/s/ Janet Meiklejohn |
|
Director |
|
Dated: March 27, 2026 | |
|
Janet Meiklejohn |
|
|
|
| |
|
|
|
|
|
| |
|
/s/ Tomas De Pablos Souza |
|
Director |
|
Dated: March 27, 2026 | |
|
Tomas De Pablos Souza |
|
|
|
| |
78