Fusion Fuel Green (NASDAQ: HTOO) outlines Royal Uranium acquisition and pro forma loss
Rhea-AI Filing Summary
Fusion Fuel Green PLC completed a share exchange to acquire Royal Uranium Inc. and now provides audited 2024–2025 financials for Royal Uranium and unaudited pro forma combined information. The Share Exchange Agreement values Royal Uranium at $15,000,000, paid in up to 3,750,018 Fusion Fuel Class A ordinary shares or pre-funded warrants.
Royal Uranium, a uranium royalty company, reported total assets of C$10,291,935 and shareholders’ equity of C$10,194,605 at December 31, 2025, with cash of C$77,803 and royalty assets of C$8,412,279. It generated 2025 royalty revenue of C$40,577 and a net loss of C$655,308, and has an accumulated deficit of C$2,484,372 and working capital of C$29,159.
Royal Uranium’s auditor and management highlight substantial doubt about its ability to continue as a going concern, given recurring losses and dependence on new financing. On a preliminary basis, Fusion Fuel’s purchase price allocation assumes Royal Uranium’s carrying values approximate fair value, resulting in provisional goodwill of about €6.45 million. Pro forma for 2025, the combined company shows revenue of €14,441 thousand and a net loss attributable to Fusion Fuel shareholders of €3,156 thousand.
Positive
- None.
Negative
- Going concern uncertainty at Royal Uranium: auditors and management note recurring losses, small cash balance and reliance on raising debt or equity, which raise substantial doubt about its ability to continue as a going concern.
Filing Explained
The July 29 amendment adds advisor securities and keeps the approximately €6.45 million goodwill allocation provisional for up to 12 months.
The July 29 amendment leaves the Royal Uranium acquisition closed on July 21 and discloses a new issuer obligation: three advisors are to receive 95,000 Class A ordinary shares and pre-funded warrants for up to 190,000 more.
The warrants have a nominal exercise price and convert to shares when exercised; issuing those shares would increase the share count and reduce existing holders’ percentage ownership absent offsetting changes.
The purchase-price allocation is incomplete: management has not finished valuing Royal Uranium’s assets, liabilities, identifiable intangible assets, or related deferred taxes, and says the final amounts may differ materially.
Management expects to finalize it within up to 12 months after the July 21 closing; the approximately
The 2025 combined figures remain unaudited pro forma information prepared as if the transaction occurred earlier, not actual historical combined results and not a forecast of future results.
Key Figures
Key Terms
going concern financial
royalty assets financial
net smelter return royalty financial
goodwill financial
pro forma condensed combined financial information financial
IFRS 3 - Business Combinations financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K/A
(Amendment No. 1)
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of: July, 2026.
Commission File Number: 001-39789
Fusion Fuel Green PLC
(Translation of registrant’s name into English)
9 Pembroke Street Upper
Dublin D02 KR83
Ireland
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
As previously disclosed in a Report on Form 6-K furnished with the U.S. Securities and Exchange Commission on July 22, 2026 (the “Original Form 6-K”), on July 21, 2026, pursuant to the terms of the Share Exchange Agreement, dated as of February 18, 2026, among Fusion Fuel Green PLC, an Irish public limited company (the “Company”), and certain shareholders of Royal Uranium Inc., a company incorporated under the laws of British Columbia, Canada (“Royal Uranium”), as amended by an Amendment Agreement, dated as of June 11, 2026, between the Company and certain shareholders of Royal Uranium (as amended, the “Share Exchange Agreement”), the closing contemplated by the Share Exchange Agreement occurred.
This Amendment No. 1 on Form 6-K amends the Original Form 6-K to provide (1) the audited consolidated financial statements of Royal Uranium as of December 31, 2025 and December 31, 2024 and for the fiscal year ended December 31, 2025 and for the period from January 14, 2024 (date of incorporation) to December 31, 2024, the notes related thereto, and the Report of Independent Registered Public Accounting Firm of De Visser Gray LLP, dated May 27, 2026, which is attached hereto as Exhibit 99.5; (2) the consent of De Visser Gray LLP with respect to the Report of Independent Registered Public Accounting Firm contained in Exhibit 99.5 hereto, which is attached hereto as Exhibit 23.1; and (3) the unaudited pro forma combined consolidated financial information of the Company and Royal Uranium as of and for the fiscal year ended December 31, 2025, and the notes related thereto, which is attached hereto as Exhibit 99.6.
The unaudited pro forma financial information included as Exhibit 99.5 to this Report on Form 6-K/A has been presented for informational purposes only, and does not purport to represent the actual results of operations that the Company and Royal Uranium would have achieved had the entities been combined at and during the period presented in the pro forma financial information.
Other than as disclosed, this filing does not update, amend, or modify any information, statement or disclosure contained in or furnished with the Original Form 6-K.
This Report on Form 6-K/A (except Exhibit 99.4 hereto) is incorporated by reference into the Company’s registration statements on Form F-3 (File Nos. 333-287226, 333-289429, 333-286198, 333-286202, 333-251990, 333-276880, 333-293286, and 333-294414) and Form S-8 (File Nos. 333-258543 and 333-291732) and the prospectuses thereof and any prospectus supplements or amendments thereto.
| Exhibit No. | Description | |
| 10.1 | Form of Share Exchange Agreement, dated as of February 18, 2026, between Fusion Fuel Green PLC and the other parties signatory thereto (incorporated by reference to Exhibit 10.1 to the Report on Form 6-K filed on February 18, 2026) | |
| 10.2 | Form of Mineral & Element Advisory Agreement, dated as of February 12, 2026, between Fusion Fuel Green PLC and the other parties signatory thereto (incorporated by reference to Exhibit 10.1 to the Report on Form 6-K filed on February 18, 2026) | |
| 23.1 | Consent of De Visser Gray LLP | |
| 99.1 | Form of Amendment Agreement amending the Share Exchange Agreement, dated as of June 11, 2026, among Fusion Fuel Green PLC and the other parties signatory thereto (incorporated by reference to Exhibit 99.1 to the Report on Form 6-K filed on July 22, 2026) | |
| 99.2 | Updated Risk Factors (incorporated by reference to Exhibit 99.2 to the Report on Form 6-K filed on July 22, 2026) | |
| 99.3 | Disclosures Regarding Indicative Valuation of Certain Royalties Held by Royal Uranium Inc. (incorporated by reference to Exhibit 99.3 to the Report on Form 6-K filed on July 22, 2026) | |
| 99.4 | Press release dated July 22, 2026 (incorporated by reference to Exhibit 99.4 to the Report on Form 6-K filed on July 22, 2026) | |
| 99.5 | Audited consolidated financial statements of Royal Uranium Inc. as of December 31, 2025 and December 31, 2024 and for the fiscal year ended December 31, 2025 and for the period from incorporation on January 14, 2024 to December 31, 2024, and notes related thereto | |
| 99.6 | Unaudited pro forma combined consolidated financial information of Fusion Fuel Green PLC and Royal Uranium Inc. as of and for the fiscal year ended December 31, 2025, and the notes related thereto |
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.
| Fusion Fuel Green PLC | |
| (Registrant) | |
| Date: July 29, 2026 | /s/ Frederico Figueira de Chaves |
| Frederico Figueira de Chaves | |
| Chief Executive Officer and Interim Chief Financial Officer |
Exhibit 99.5
ROYAL URANIUM INC.
Consolidated Financial Statements
(Expressed in Canadian Dollars)
As at and for the year ended December 31, 2025 and for the period from January 10, 2024
(date of incorporation) to December 31, 2024
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Royal Uranium Inc.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated financial statements of Royal Uranium Inc. (“the Company”), which comprise the consolidated statements of financial position as at December 31, 2025 and 2024 and the consolidated statements of loss and comprehensive loss, changes in shareholders’ equity and cash flows for the year ended December 31, 2025 and for the period from incorporation on January 14, 2024 to December 31, 2024, and a summary of material accounting policies and other explanatory information (collectively referred to as the “financial statements”).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2025 and 2024 and its financial performance and its cash flows for the year ended December 31, 2025 and for the period from incorporation on January 14, 2024 to December 31, 2024, in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has incurred losses since its inception and the ability of the Company to continue as a going-concern depends upon its ability to raise debt or equity financing to meet expenditure requirements. These conditions, along with other matters as set forth in Note 1, raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s 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 Company in accordance with 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 audit to obtain reasonable assurance whether the financial statements are free of material misstatement, whether due to fraud or error. The Company is not required to have, nor were we engaged to perform, an audit of 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 Company’s 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 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 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 financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ De Visser Gray LLP
CHARTERED PROFESSIONAL ACCOUNTANTS
We have served as the Company’s auditor since 2025.
Vancouver, Canada
May 28, 2026
ROYAL URANIUM INC.
Consolidated Statement of Financial Position
(Expressed in Canadian Dollars)
| December 31, 2025 | December 31, 2024 | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash | $ | 77,803 | $ | 6,010 | ||||
| Royalty and other receivables (Note 5) | 48,686 | 4,200 | ||||||
| Total Current Assets | 126,489 | 10,210 | ||||||
| Royalty assets (Note 6) | 8,412,279 | 4,091,812 | ||||||
| Exploration and evaluation asset (Note 7) | 500,000 | - | ||||||
| Deferred costs (Note 8) | 1,253,167 | - | ||||||
| Total Assets | $ | 10,291,935 | $ | 4,102,022 | ||||
| Liabilities and Shareholders’ Equity Current Liabilities | ||||||||
| Accounts payable and accrued liabilities (Notes 9 & 15) | $ | 97,330 | $ | 39,649 | ||||
| Promissory note payable (Note 10) | - | 1,096,000 | ||||||
| Total Liabilities | 97,330 | 1,135,649 | ||||||
| Shareholders’ Equity | ||||||||
| Share capital (Note 11) | 12,678,977 | 4,795,437 | ||||||
| Accumulated deficit | (2,484,372 | ) | (1,829,064 | ) | ||||
| Total Shareholders’ Equity | 10,194,605 | 2,966,373 | ||||||
| Total Liabilities and Shareholders’ Equity | $ | 10,291,935 | $ | 4,102,022 | ||||
Nature of operations and going concern (Note 1)
Commitments and contingencies (Note 14)
Subsequent events (Notes 10 and 18)
Approved on behalf of the Board:
| “Anthony Milewski” | Director | |
| “Bill O’Hara” | Director |
The accompanying notes are an integral part of these consolidated financial statements
ROYAL URANIUM INC.
Consolidated Statement of Loss and Comprehensive Loss
(Expressed in Canadian Dollars)
| Year
ended December 31, 2025 | For
the period from January 10, 2024 to December 31, 2024 | |||||||
| Royalty revenue | $ | 40,577 | $ | - | ||||
| Expenses | ||||||||
| Consulting fees (Note 15) | 345,600 | - | ||||||
| Professional fees | 59,557 | 29,878 | ||||||
| Shareholder information | 5,000 | - | ||||||
| Office and general | 6,728 | 2,847 | ||||||
| Total expenses | (416,885 | ) | (32,725 | ) | ||||
| Loss before other items | (376,308 | ) | (32,725 | ) | ||||
| Other income (expenses) | ||||||||
| Interest expense (Note 10) | (154,000 | ) | (83,000 | ) | ||||
| Penalty fee (Note 10) | (125,000 | ) | - | |||||
| Write down of royalty assets (Note 6) | - | (1,957,000 | ) | |||||
| Gain on initial recognition of promissory note (Note 10) | - | 237,000 | ||||||
| Interest income | - | 6,661 | ||||||
| Net loss and comprehensive loss | $ | (655,308 | ) | $ | (1,829,064 | ) | ||
| Loss per share - basic and diluted | $ | (0.01 | ) | $ | (0.05 | ) | ||
| Weighted average number of shares outstanding | 55,881,637 | 34,576,857 | ||||||
The accompanying notes are an integral part of these consolidated financial statements
ROYAL URANIUM INC.
Consolidated Statement of Changes in Shareholders’ Equity
(Expressed in Canadian Dollars)
| Share Capital | ||||||||||||||||
| Number of Shares | Amount | Accumulated Deficit | Total | |||||||||||||
| Balance at January 10, 2024 (date of incorporation) | - | $ | - | $ | - | $ | - | |||||||||
| Issuance of share capital (note 11) | 30,671,000 | 1,682,750 | - | 1,682,750 | ||||||||||||
| Share issue costs (note 11) | - | (30,170 | ) | - | (30,170 | ) | ||||||||||
| Issuance of shares for acquisition of royalties (Notes 6 and 11) | 12,571,429 | 3,142,857 | - | 3,142,857 | ||||||||||||
| Loss and comprehensive loss | - | - | (1,829,064 | ) | (1,829,064 | ) | ||||||||||
| Balance at December 31, 2024 | 43,242,429 | $ | 4,795,437 | $ | (1,829,064 | ) | $ | 2,966,373 | ||||||||
| Issuance of share capital (note 11) | 438,600 | 153,510 | - | 153,510 | ||||||||||||
| Share issue costs (note 11) | - | (4,970 | ) | - | (4,970 | ) | ||||||||||
| Issuance of shares for acquisition of royalties (Notes 6 and 11) | 14,600,000 | 4,310,000 | - | 4,310,000 | ||||||||||||
| Issuance of shares per the acquisition of 907 (Note 8) | 5,000,000 | 1,250,000 | - | 1,250,000 | ||||||||||||
| Issuance of shares for exploration and evaluation assets (Note 7) | 2,000,000 | 500,000 | - | 500,000 | ||||||||||||
| Issuance of shares for settlement of promissory note (Note 10) | 3,500,000 | 1,375,000 | - | 1,375,000 | ||||||||||||
| Issuance of shares for settlement of debt (Note 11) | 600,000 | 300,000 | - | 300,000 | ||||||||||||
| Loss and comprehensive loss | - | - | (655,308 | ) | (655,308 | ) | ||||||||||
| Balance at December 31, 2025 | 69,381,029 | $ | 12,678,977 | $ | (2,484,372 | ) | $ | 10,194,605 | ||||||||
The accompanying notes are an integral part of these consolidated financial statements
ROYAL URANIUM INC.
Consolidated Statement of Cash Flows
(Expressed in Canadian Dollars)
| Year
ended December 31, 2025 | For
the period from January 14, 2024 to December 31, 2024 | |||||||
| OPERATING ACTIVITIES | ||||||||
| Net Loss | $ | (655,308 | ) | $ | (1,829,064 | ) | ||
| Items not involving cash: | ||||||||
| Write down of royalty assets | - | 1,957,000 | ||||||
| Interest expense | 154,000 | 83,000 | ||||||
| Gain on initial recognition of promissory note | - | (237,000 | ) | |||||
| Penalty fee | 125,000 | - | ||||||
| Net change in non-cash
working capital: | ||||||||
| Royalty and other receivables | (44,486 | ) | (4,200 | ) | ||||
| Accounts payable and accrued liabilities | 365,663 | 28,407 | ||||||
| Cash Flows Used in Operating Activities | (55,131 | ) | (1,857 | ) | ||||
| FINANCING ACTIVITIES | ||||||||
| Issuance of share capital | 153,510 | 1,682,750 | ||||||
| Share issue costs | (4,970 | ) | (30,170 | ) | ||||
| Cash Flows Provided by Financing Activities | 148,540 | 1,652,580 | ||||||
| INVESTING ACTIVITIES | ||||||||
| Acquisition of royalties | (18,449 | ) | (1,644,713 | ) | ||||
| Deferred costs | (3,167 | ) | - | |||||
| Cash Flows Used in Investing Activities | (21,616 | ) | (1,644,713 | ) | ||||
| Net increase in cash | 71,793 | 6,010 | ||||||
| Cash at beginning of period | 6,010 | - | ||||||
| Cash at end of period | $ | 77,803 | $ | 6,010 | ||||
| Supplemental cash flow information: | ||||||||
| Royalty assets included in accounts payable | $ | 3,260 | $ | 11,242 | ||||
The accompanying notes are an integral part of these consolidated financial statements
ROYAL URANIUM INC.
Notes to the Consolidated Financial Statements
For the year ended December 31, 2025 and the period from January 14, 2024 (date of incorporation) to December 31, 2024
(Expressed in Canadian dollars)
| 1. | Nature of operations and going concern |
Royal Uranium Inc. (“Royal Uranium” or the “Company”) was incorporated under the laws of the Province of British Columbia on January 14, 2024. Royal Uranium is principally engaged in acquiring and assembling a portfolio of royalties with exposure to uranium. The head office and registered address of the Company is located at #250 – 750 West Pender St. Vancouver, BC, V6C 2T7.
Going concern
The consolidated financial statements have been prepared on a going concern basis. The going concern basis assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business.
The Company had a net loss during the year ended December 31, 2025 of $655,308 (period from January 14, 2024 (date of incorporation) to December 31, 2024 - $1,829,064) and as of that date had an accumulated deficit of $2,484,372 (December 31, 2024 - $1,829,064) and a working capital of $29,159 (December 31, 2024 - $1,125,439 working capital deficiency). The Company’s ability to continue as a going concern is dependent upon the ability to raise debt or equity financing to meet expenditure commitments. There is no assurance that these activities will be successful. These items raise substantial doubt about the Company’s ability to continue as a going concern.
These consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities, the reported expenses, and the balance sheet classifications used that would be necessary if the going concern assumptions were not appropriate. Such adjustments could be material.
The Company’s business may be affected by changes in political and market conditions, such as interest rates, tariffs, availability of credit, inflation rates, changes in laws, and national and international circumstances. Recent regional conflicts and potential economic global challenges such as the risk of higher inflation and energy crises may create further uncertainty and risk with respect to the prospects of the Company’s business. These circumstances could have a negative impact on the Company’s ability to raise new capital. These factors, amongst others, could have a significant impact on the Company’s operations.
| 2. | Basis of preparation Statement of compliance |
The consolidated financial statements of the Company have been prepared in accordance with IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) effective as of December 31, 2025.
These consolidated financial statements were approved and authorized for issuance by the Board of Directors of the Company on May 27, 2026.
The preparation of financial statements in accordance with IFRS requires the use of certain critical accounting estimates and judgments when applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 4.
ROYAL URANIUM INC.
Notes to the Consolidated Financial Statements
For the year ended December 31, 2025 and the period from January 14, 2024 (date of incorporation) to December 31, 2024
(Expressed in Canadian dollars)
| 2. | Basis of preparation (continued) |
Basis of presentation
The financial statements have been prepared on a historical cost basis, except for certain financial instruments which are measured at fair value. In addition, these financial statements are prepared using the accrual basis of accounting, aside from cash flow information.
Basis of consolidation
The consolidated financial statements include the financial statements of Royal Uranium, and its wholly-owned subsidiaries, being 2681911 Alberta Ltd. (“911”), 1382907 BC Ltd. (“907”), 1485568 BC Ltd. (“568”) and 1000871349 Ontario Inc. (“349”). Subsidiaries are consolidated from the date the Company obtains control, and continue to be consolidated until the date that control ceases. Control is achieved when the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.
All inter-company transactions, balances, income and expenses are eliminated through the consolidation process.
The accounts of 911, 907, 568 and 349 are prepared for the same reporting period as the parent company, using consistent accounting policies. The functional currency of 911, 907, 568 and 349 is the Canadian dollar.
| 3. | Material accounting policies |
| (a) | Foreign currencies |
The consolidated financial statements are presented in Canadian dollars, which is also the Company’s functional currency.
Transactions in currencies other than the functional currency are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the period end exchange rates are recognized in the statement of loss. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
| (b) | Cash |
Cash include cash on hand and in banks and short-term investments that are readily convertible to cash and have a maturity date within 90 days of the purchase date.
ROYAL URANIUM INC.
Notes to the Consolidated Financial Statements
For the year ended December 31, 2025 and the period from January 14, 2024 (date of incorporation) to December 31, 2024
(Expressed in Canadian dollars)
| 3. | Material accounting policies (continued) |
| (c) | Royalty assets |
Royalty assets consist of net smelter return royalties on exploration stage mineral properties and are capitalized as intangible assets. They are initially recorded at cost and subsequently measured at cost less accumulated depletion and accumulated impairment losses, if any. Depletion, using the units of production basis over the expected life of the related mineral property, commences when the mineral property enters the production stage. The expected life of the mineral property is determined using available estimates of future metal prices and future production. Proven and probable reserves and future production plans associated with the royalty assets as determined by the operators impact the measurement of the respective assets. These estimates affect the depletion of the royalty assets and the assessment of the recoverability of the carrying value of the royalty assets.
Management considers both external and internal sources of information in assessing whether there are any indications that the Company’s royalty assets are impaired. External sources of information that management considers include changes in the market, economic and legal environment in which the Company operates that are not within its control and affect the recoverable amount of its royalty interests. Internal sources of information that management considers include the indications of economic performance of the assets.
In determining the recoverable amounts of the Company’s royalty assets, management makes estimates of the discounted net cash flows expected to be derived from the Company’s royalty assets, costs of disposal, and the appropriate discount rates and discount multiples that apply to the specific asset. Reductions in metal price forecasts, increases in estimated future costs of production for the mine operators, reductions in the amount of recoverable mineral reserves, mineral resources, and exploration potential, and/or adverse current economics can result in a write-down of the carrying amounts of the Company’s royalty assets.
| (d) | Exploration and evaluation assets |
Exploration expenditures are the costs incurred in the initial search for mineral deposits with economic potential or in the process of obtaining more information about existing mineral deposits. Exploration expenditures typically include costs associated with prospecting, sampling, mapping, drilling and other work involved in searching for minerals.
Evaluation expenditures are the costs incurred to establish the technical and commercial viability of developing mineral deposits identified through exploration activities or by acquisition. Evaluation expenditures include the cost of:
| (i) | establishing the volume and grade of deposits through drilling of core samples, trenching and sampling activities in an ore body that is classified as either a mineral resource or a proven and probable reserve; | |
| (ii) | determining the optimal methods of extraction and metallurgical and treatment processes; | |
| (iii) | studies related to surveying, transportation, and infrastructure requirements; (iv) permitting activities; and | |
| (v) | economic evaluations to determine whether development of the mineralized material is commercially justified, including scoping, prefeasibility and final feasibility studies. |
ROYAL URANIUM INC.
Notes to the Consolidated Financial Statements
For the year ended December 31, 2025 and the period from January 14, 2024 (date of incorporation) to December 31, 2024
(Expressed in Canadian dollars)
| 3. | Material accounting policies (continued) |
| (d) | Exploration and evaluation assets (continued) |
Costs incurred to acquire an exploration and evaluation asset are capitalised based on the fair value of the assets acquired less the costs associated with the acquisition. Such assets may be acquired with an associated reclamation and closure obligation. These obligations are recorded as a provision on the statement of financial position with the offsetting asset recorded as part of the exploration and evaluation asset.
Costs incurred pre-exploration, including license costs paid in connection with a right to explore in an existing exploration area are expensed as incurred.
Once the legal right to explore has been acquired, exploration and evaluation expenditure is charged to profit or loss as incurred, up until the point it is concluded that a future economic benefit is more likely than not to be realized.
In evaluating if expenditures meet the criteria to be capitalized, several different sources of information are utilized. The information that is used to determine the probability of future benefits depends on the extent of exploration and evaluation that has been performed.
While in the exploration and evaluation stage, the Company records the proceeds from the sale of a royalty interest on a property against the value of the Exploration and Evaluation asset in the statement of financial position and does not recognize any gain or loss on its exploration and evaluation royalty transactions, until the consideration received is in excess of the carrying amount of the associated Exploration and Evaluation asset on which the royalty is to be earned.
Once the technical feasibility and commercial viability of extracting the mineral resources has been determined, the property is considered to be a mine under development and development costs are capitalized to “mines under construction” on the statement of financial position.
| (e) | Share-based payments |
The Company measures share-based payments at fair value and recognizes the expense over the vesting period. The Company uses the Black-Scholes option pricing model to determine the fair value of each stock option on the date of the grant. The value of the stock options is expensed as share-based payments and is credited to the reserve for share-based payments. The value of the stock options issued to agents in exchange for brokerage services is netted against share capital as share issuance costs and credited to the reserve for share-based payments.
At the end of each reporting period, the Company reassesses its estimates of the number of awards that are expected to vest and recognizes the impact of the revisions in profit or loss.
ROYAL URANIUM INC.
Notes to the Consolidated Financial Statements
For the year ended December 31, 2025 and the period from January 14, 2024 (date of incorporation) to December 31, 2024
(Expressed in Canadian dollars)
| 3. | Material accounting policies (continued) |
| (f) | Income taxes |
The income tax expense for the period comprises current and deferred taxes. Taxes are recognized in the statements of loss and comprehensive loss, except to the extent that it relates to items recognized directly in equity.
Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively enacted at the reporting date in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation.
Deferred tax is recognized using the liability method, on unused tax losses, unused tax credits, and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes. However, the deferred tax is not recognized if it arises from initial recognition of an asset or liability in a transaction other than a business combination, that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is determined using tax rates and tax laws that have been enacted or substantively enacted by the reporting date and are expected to apply when the related deferred tax asset is realized or the deferred tax liability is settled.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and current tax assets, and they relate to income taxes levied by the same tax authority on the same taxable entity; or on different tax entities, but they intend to settle current tax liabilities and current tax assets on a net basis; or, their tax assets and liabilities will be realized simultaneously.
A deferred tax asset is recognized to the extent that it is probable that future taxable income will be available against which unused tax losses, unused tax credits, and the temporary differences can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.
| (g) | Income (loss) per share |
The Company presents basic and diluted profit per share data for its common shares, calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted profit per share is determined by adjusting the profit attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all warrants and options outstanding that may add to the total number of common shares. The Company’s diluted loss per share does not include the effect of stock options and warrants for the period presented as they are anti-dilutive.
| (h) | Financial instruments |
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. All financial instruments are initially recorded at fair value, adjusted for directly attributable transaction costs. The Company determines each financial instrument’s classification upon initial recognition. Measurement in subsequent periods depends on the financial instrument’s classification.
ROYAL URANIUM INC.
Notes to the Consolidated Financial Statements
For the year ended December 31, 2025 and the period from January 14, 2024 (date of incorporation) to December 31, 2024
(Expressed in Canadian dollars)
| 3. | Material accounting policies (continued) |
| (h) | Financial instruments (continued) |
Classification
The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVTPL”), at fair value through other comprehensive income (loss) (“FVTOCI”), or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics.
Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or the Company has opted to measure them at FVTPL.
Measurement
Financial assets at FVTOCI
Elected investments in equity instruments at FVTOCI are initially recognized at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses recognized in other comprehensive income (loss).
Financial assets and liabilities at amortized cost
Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment. The Company has classified cash, royalty and other receivables (excluding sales tax receivable), accounts payable and accrued liabilities and the promissory note payable as subsequently measured at amortized cost.
Financial assets and liabilities at FVTPL
Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the consolidated statements of loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the consolidated statements of loss in the period in which they arise. Where management has opted to recognize a financial liability at FVTPL, any changes associated with the Company’s own credit risk will be recognized in other comprehensive income (loss).
ROYAL URANIUM INC.
Notes to the Consolidated Financial Statements
For the year ended December 31, 2025 and the period from January 14, 2024 (date of incorporation) to December 31, 2024
(Expressed in Canadian dollars)
| 3. | Material accounting policies (continued) |
| (h) | Financial instruments (continued) |
Impairment of financial assets at amortized cost
The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company shall recognize in the consolidated statements of loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.
Derecognition
Financial assets
The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in the consolidated statements of comprehensive loss. However, gains and losses on derecognition of financial assets classified as FVTOCI remain within accumulated other comprehensive income (loss).
Financial liabilities
The Company derecognizes financial liabilities only when its obligations under the financial liabilities are discharged, cancelled, or expired. Generally, the difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognized in the consolidated statements of loss and comprehensive loss.
| (i) | Provisions |
Provisions are liabilities that are uncertain in timing or amount. The Company records a provision when:
| (i) | It has a present obligation arising as a result of a past event; | |
| (ii) | It is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and | |
| (iii) | A reliable estimate can be made of the amount of the obligation |
Provisions are reviewed at the end of each reporting period and adjusted to reflect management’s current best estimate of the expense required to settle the present obligation. If it is no longer probable that an outflow of resources embodying economic benefits will be required to settle the obligation, the provision is reversed.
ROYAL URANIUM INC.
Notes to the Consolidated Financial Statements
For the year ended December 31, 2025 and the period from January 14, 2024 (date of incorporation) to December 31, 2024
(Expressed in Canadian dollars)
| 3. | Material accounting policies (continued) |
| (j) | Share capital |
Equity instruments are contracts that give a residual interest in the net assets of the Company. Financial instruments issued by the Company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The Company’s common shares, stock options, share purchase warrants and flow-through shares are classified as equity instruments.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
The Company has adopted a residual value method with respect to the measurement of shares and warrants issued as private placement units. Under the residual value method the equity component is assigned the residual amount after deducting from the fair value of the unit, the amount separately determined for the value of the warrants.
The fair value of the common share purchase warrants is determined at the issuance date using the Black-Scholes option pricing model. The fair value attributed to the warrants is recorded in equity reserves.
| (k) | New accounting policies |
Standards and Amendments Issued But Not Yet Effective
Certain pronouncements were issued by the IASB or the IFRIC that are mandatory for accounting periods commencing on or after January 1, 2026. Many are not applicable or do not have a significant impact on the Company and have been excluded.
Standards issued, but not yet effective or adopted, include:
IFRS 18 Presentation and Disclosure in Financial Statements
In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements, which is intended to give investors more transparent and comparable information about companies’ financial performance, thereby enabling better investment decisions. IFRS 18 introduces new sets of requirements to improve companies’ reporting of financial performance and give investors a better basis for analyzing and comparing companies through:
| ● | Improved comparability in the statement of profit or loss or income statement; | |
| ● | Enhanced transparency of management-defined performance measures; and | |
| ● | More useful grouping of information in the financial statements. |
IFRS 18 also requires companies to provide more transparency about operating expenses, helping investors to find and understand the information they need. IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, but companies can apply it earlier. IFRS 18 replaces IAS 1. It carries forward many requirements from IAS 1 unchanged.
ROYAL URANIUM INC.
Notes to the Consolidated Financial Statements
For the year ended December 31, 2025 and the period from January 14, 2024 (date of incorporation) to December 31, 2024
(Expressed in Canadian dollars)
| 3. | Material accounting policies (continued) |
| (k) | New accounting policies (continued) |
Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures
In May 2024, the IASB issued amendments to the classification and measurement requirements in IFRS 9. The amendments will address diversity in accounting practice by making the requirements more understandable and consistent. These include:
| ● | Clarifying the classification and assessment of contractual cash flows of financial assets with environmental, social and corporate governance (“ESG”). | |
| ● | Settlement of liabilities through electric payment systems – the amendments clarify the date on which a financial asset or financial liability is derecognized. The IASB also decided to develop an accounting policy option to allow a company to derecognize a financial liability before it delivers cash on the settlement date if specified criteria are met. |
With these amendments, the IASB has also introduced additional disclosure requirements to enhance transparency for investors regarding investments in equity instruments designated at fair value through other comprehensive income and financial instruments with contingent features, for example features tied to ESG-linked targets. The amendments are effective for annual reporting periods beginning on or after January 1, 2026.
| 4. | Significant accounting judgments and estimates |
The preparation of these consolidated financial statements in accordance with IFRS requires management to make accounting policy judgments and estimates and form assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of income and expenses during the reporting period. On an ongoing basis, management evaluates its accounting policy judgments and estimates in relation to assets, liabilities, income and expenses. Management uses historical experience and various other factors it believes to be reasonable under the given circumstances as the basis for its judgments and estimates. Actual outcomes may differ from these estimates under different assumptions and conditions.
Areas of judgment that have the most significant effect on the amounts recognized in the financial statements include:
| ● | Applicability of the going concern assumption (see Note 1). Significant accounting estimates include: |
Royalty Acquisitions
The Company’s business is the acquisition of royalties. Each royalty has its own unique terms and judgement is required to assess the appropriate accounting treatment. The assessment of whether an acquisition meets the definition of a business or whether assets are acquired is an area of judgement. In evaluating whether a transaction is a business combination management must consider if the acquired assets or entities encompass an integrated set of activities and assets that is capable of being conducted and managed for the purpose of generating income. Additionally, an optional asset concentration test may be applied. If deemed to be a business combination, applying the acquisition method to business combinations requires each identifiable asset and liability to be measured at its acquisition date fair value. The excess, if any, of the fair value of the consideration over the fair value of the net identifiable assets acquired is recognized as goodwill.
ROYAL URANIUM INC.
Notes to the Consolidated Financial Statements
For the year ended December 31, 2025 and the period from January 14, 2024 (date of incorporation) to December 31, 2024
(Expressed in Canadian dollars)
| 4. | Significant accounting judgments and estimates (continued) |
Royalty and Exploration and Evaluation Asset Impairment
The assessment of impairment of royalty and other interests requires the use of judgments, assumptions and estimates when assessing whether there are any indicators that could give rise to the requirement to conduct a formal impairment test as well as in the assessment of fair values.
When assessing whether there are indicators of impairment, management uses its judgment in evaluating the indicators, including but not limited to whether further exploration or evaluation expenditure in the area is planned or budgeted, whether commercially viable deposits have been discovered or if sufficient work has been performed to indicate that the carrying amount of the asset will not be fully recovered, whether there are observable indications that the asset’s value has declined during the period, significant declines in future commodity prices, significant increases in market interest rates, significant adverse changes in foreign exchange rates and taxes, and operator reserve and resource estimates or other relevant information received from the operators that indicates production from royalty interests will not likely occur or may be significantly reduced in the future. In addition, the Company may use other approaches in determining fair value which may include estimates related to (i) dollar value per unit of mineral reserve/resource; (ii) cash-flow multiples; (iii) comparable transactions and (iv) market capitalization of comparable companies. Changes in any of the estimates used in determining the fair value of the royalty and other interests could impact the impairment analysis.
| 5. | Royalties and other receivables |
| December
31, 2025 | December
31, 2024 | |||||||
| Royalties receivable | $ | 32,753 | $ | - | ||||
| HST receivable | 15,933 | 4,200 | ||||||
| Total HST receivable | $ | 48,686 | $ | 4,200 | ||||
As at December 31, 2025 and 2024, the Company anticipated full recovery of the balance.
| 6. | Royalty assets |
IsoEnergy Ltd. and Consolidated Uranium Inc. Agreement
On April 10, 2025, the Company entered into a royalty purchase agreement with IsoEnergy Ltd. and Consolidated Uranium Inc. (collectively, the “Royalty Holders”), pursuant to which the Company agreed to acquire all of the Royalty Holders’ respective right, title and interests in and to certain royalty interests (the “Royalty Interests”) in exchange for the issuance of 8,000,000 common shares. The Royalty Interests comprise the Huemul II Royalty, the Laguna Salada Royalty, the Mountain Lake Royalty, and the Nunavut Royalty. The Company issued an aggregate of 8,000,000 common shares at a price of $0.25 per share, valued at $2,000,000.
ROYAL URANIUM INC.
Notes to the Consolidated Financial Statements
For the year ended December 31, 2025 and the period from January 14, 2024 (date of incorporation) to December 31, 2024
(Expressed in Canadian dollars)
| 6. | Royalty assets (continued) |
Altius Share Purchase Agreement
On October 16, 2025, the Company entered into a share purchase agreement with Altius Royalty Corporation (“Altius”), pursuant to which the Company agreed to acquire all of the issued and outstanding shares of 2681911 Alberta Ltd., a wholly-owned subsidiary of Altius, in exchange for the issuance of 6,600,000 common shares. In connection with this transaction, the Company issued 6,600,000 common shares to Altius at a price of $0.35 per share, valued at $2,310,000. If the Company does not complete a going public transaction on or before the one-year anniversary of the agreement, the Company will issue a further 1,650,000 common shares to Altius (the “Listing Shares”). If the Company does complete a going public transaction, but the listing price is less than $0.50 per common share, the Company will issue a further 3,300,000 common shares to Altius (the “Top Up Shares”). In the event that the Company issues further common shares prior to either of these events, the Listing Shares or the Top Up Shares will be adjusted on a pro rata basis to ensure that Altius’ economic interest remains the same.
Summit Royalties (formerly Eagle Royalties) Agreement
On June 12, 2024, the Company entered into a royalty purchase agreement (the “Agreement”) with Summit Royalties Ltd. (formerly Eagle Royalties Ltd.) (“Summit Royalties”), an arm’s-length Alberta based company. Under the terms of the Agreement, the Company, through its subsidiary 568, purchased 12 net smelter returns (“NSR”) royalties, exposed to uranium, from Summit Royalties for an aggregate amount of $3,750,000. Transaction costs of $27,761 were incurred and capitalized as part of the acquisition cost, resulting in a total acquisition cost of $3,777,761.
The total purchase price of $3,750,000 paid by the Company comprised: (i) a cash payment of $2,500,000 (paid); and (ii) a secured promissory note of $1,250,000 (the “Note”). Under the terms of the Note, the Company may pay a portion of the principal amount in cash ($500,000) and the remaining balance ($750,000) either in cash or through the issuance of common shares, at the Company’s sole discretion.
The Note will initially mature on the earlier of: (i) December 14, 2025; (ii) the date on which the Company successfully completes a going public transaction; or (iii) upon the occurrence of an event of default (the “Initial Maturity Date”). The Note contains penalty provisions applicable if the Company has not completed its planned going-public transaction by the Initial Maturity Date. The Company and Summit Royalties may jointly agree to extend the maturity date to June 14, 2026, subject to certain additional penalty provisions against the Company. In the event of default, ownership of the royalties will revert back to Summit Royalties.
During the period from January 14, 2024 to December 31, 2024, the Company recorded an impairment loss of $1,957,000 on royalty assets attributable to the NSR royalties acquired from Summit Royalties.
The Summit Royalties purchased are detailed below:
IsoEnergy Ltd. (“IsoEnergy”) - Bell Lake Area Project, Saskatchewan
Pursuant to a Property Purchase Agreement dated June 8, 2021, IsoEnergy granted a 2% NSR royalty to Eagle Plains Ltd. (“Eagle Plains”) over the claims comprising the Bell Lake Area Project, which was subsequently transferred to Summit Royalties. The royalty is subject to a buyback right in favour of IsoEnergy, allowing it to reduce the royalty to 1% for a payment of $1,000,000.
ROYAL URANIUM INC.
Notes to the Consolidated Financial Statements
For the year ended December 31, 2025 and the period from January 14, 2024 (date of incorporation) to December 31, 2024
(Expressed in Canadian dollars)
| 6. | Royalty assets (continued) |
Cosa Resources Corp. (“Cosa”) - Cable Bay Project, Saskatchewan
Pursuant to a Uranium Royalty Agreement dated December 30, 2022, Cosa granted a 2% NSR royalty to Eagle Plains over the claims comprising the Cable Bay Project (a Uranium Royalty), which was subsequently transferred to Summit Royalties. In addition, under a Net Smelter Returns Royalty agreement dated December 30, 2022, Cosa granted a separate 2% NSR royalty to Eagle Plains over the same claims (a NSR Royalty). Both Royalties are subject to a buyback right in favour of Cosa, allowing it to reduce the Royalties to 1% for a payment of $1,000,000.
92 Energy Canada Ltd. (“92 Energy”) - Flat Rock Island Project, Saskatchewan
Pursuant to a Uranium Royalty Agreement dated November 8, 2022, 92 Energy granted a 2% NSR royalty to Eagle Plains over the claims comprising the Flat Rock Island Project (a Uranium Royalty), which was subsequently transferred to Summit Royalties. In addition, under a Net Smelter Returns Royalty Agreement dated November 8, 2022, 92 Energy granted a separate 2% NSR royalty to Eagle Plains over the same claims (a NSR Royalty), which subsequently transferred to Summit Royalties. Both Royalties are subject to a buyback right in favour of 92 Energy, allowing it to reduce the Royalties to 1% for a payment of $1,000,000.
Okapi Resources Ltd. (“Okapi”) and ALX Uranium Corp. (“ALX”) - Kelic Lake Project, Saskatchewan and portions of Lazy Edward Project, Saskatchewan
Pursuant to a Property Purchase Agreement dated May 30, 2016 between Okapi and ALX, Eagle Plains retained a 2% NSR royalty over the claims comprising the Kelic Lake Project, which was subsequently transferred to Summit Royalties. The royalty is subject to a buyback right in favour of Okapi, allowing it to reduce the royalty to 1% for a payment of $1,000,000.
Pursuant to a Property Purchase Agreement dated October 15, 2021 between Okapi and ALX, Eagle Plains retained a 2% NSR royalty over the claims comprising the Lazy Edward Project, which was subsequently transferred to Summit Royalties. The royalty is subject to a buyback right in favour of Okapi, allowing it to reduce the royalty to 1% for a payment of $1,000,000.
Pegasus Resources Inc. (“Pegasus”) - Pine Channel South Project, Saskatchewan
Pursuant to a Property Purchase Agreement dated September 17, 2021, Pegasus granted a 2% NSR royalty to Eagle Plains over the claims comprising the Pine Channel South Project, which was subsequently transferred to Summit Royalties. The royalty is subject to a buyback right in favour of Pegasus, allowing it to reduce the royalty to 1% for a payment of $1,000,000.
Subsequent to December 31, 2024, Pegasus discontinued its ownership of the claims comprising this property. As a result, the NSR royalty is no longer in effect. The Company recorded a write down of royalty interests for the full amount of the acquisition costs that had been allocated to this royalty interest, being $22,757, during the year ended December 31, 2024.
ROYAL URANIUM INC.
Notes to the Consolidated Financial Statements
For the year ended December 31, 2025 and the period from January 14, 2024 (date of incorporation) to December 31, 2024
(Expressed in Canadian dollars)
| 6. | Royalty assets (continued) |
Denison Mines Corp. (“Denison”) - PLS Regional Project (Derksen), Saskatchewan
Pursuant to a Derksen NSR Royalty Agreement dated June 16, 2020 (amended February 28, 2023), Denison granted a 2% NSR royalty over the claims comprising the PLS Reginal Project (Derksen) to Eagle Plains, which was subsequently transferred to Summit Royalties. The royalty is subject to a buyback right in favour of Denison, allowing it to reduce the royalty to 1% upon for a payment of $850,000.
Cameco Corporation (“Cameco”) - PLS Regional Project (North William River), Saskatchewan
Pursuant to a Royalty Agreement dated February 16, 2016, Cameco granted a 2% NSR royalty to Eagle Plains over the claims comprising the PLS Regional Project (North William River), which was subsequently transferred to Summit Royalties. The royalty is subject to a buyback right in favour of Cameco, allowing it to reduce the royalty to 1% for a payment of $1,000,000.
Pursuant to a Purchase and Sale Agreement dated February 23, 2016, Cameco granted a 2% NSR royalty to Eagle Plains over the claims comprising in the PLS Regional Project (North William River), which was subsequently transferred to Summit Royalties. The royalty is subject to a buyback right in favor of Cameco, allowing to reduce the royalty to 1% for a payment of $1,000,000.
Certain of the mineral claims underlying these NSR royalties were allowed to lapse. As a result, the Company recorded a write down of royalty interests in the amount of $273,070, during the year ended December 31, 2024.
Orano Canada Inc. (“Orano”) and UEX Corporation (“UEX”) - Shea Project, Saskatchewan
Pursuant to a Mineral Claims Acquisition Agreement dated July 17, 2017 among Eagle Plains, Orano, UEX, Orano and UEX (the “JV”) granted a 2% NSR royalty to Eagle Plains over the claims comprising the Shea Project, which was subsequently transferred to Summit Royalties. The royalty is subject to a buyback right in favour of the JV, allowing it to reduce the royalty to 1% for a payment of $1,000,000.
Skyharbour Resources Ltd. (“Skyharbour”) and Denison Mines Corp. (“Denison”) - Portions of Virgin River Project, Saskatchewan
Pursuant to a Property Purchase Agreement dated August 16, 2016 between Skybarbour and Denison, Eagle Plains retained a 2% NSR royalty over the underlying claim, which was subsequently transferred to Summit Royalties. The royalty is subject to a buyback right in favour of Skyharbour allowing it to reduce the royalty to 1% for a payment of $1,000,000.
ROYAL URANIUM INC.
Notes to the Consolidated Financial Statements
For the year ended December 31, 2025 and the period from January 14, 2024 (date of incorporation) to December 31, 2024
(Expressed in Canadian dollars)
| 6. | Royalty assets (continued) |
Eagle Plains Resources Ltd. (“Eagle Plains”) - Perpete Lake Project, Saskatchewan
Pursuant to a Royalty Agreement dated May 19, 2023, Eagle Plains granted a 2% NSR royalty to Summit Royalties over the claims comprising the Perpete Lake Project.
During the period ended December 31, 2024, Eagle Plains discontinued its ownership of the claims comprising this property. As a result, the NSR royalty is no longer in effect. The Company recorded a write down of royalty interests for the full amount of the acquisition costs that had been allocated to this royalty interest, being $91,023, during the year ended December 31, 2024.
Eagle Plains Resources Ltd. (“Eagle Plains”) - Shasko Bay, Saskatchewan
Pursuant to a Royalty Agreement dated May 19, 2023, Eagle Plains granted a 2% NSR royalty to Summit Royalties over the claim comprising the Shasko Bay Project. The royalty is subject to a buyback right in favour of Eagle Plains, allowing it to reduce the royalty to 1% for a payment of $1,000,000. Certain of the mineral claims underlying this NSR royalty were allowed to lapse. As a result, the Company recorded a write down of royalty interests in the amount of $45,512, during the year ended December 31, 2024.
Anteros Metals Agreement
On July 19, 2024, the Company entered into a Royalty Purchase Agreement with Anteros Metals Inc. (“Anteros”) to acquire a 2% NSR royalty granted to Anteros by Beaconsfield Ventures Ltd. (“Beaconsfield”) over the claims known as the Anna Lake and B Zone Projects. The royalty is subject to a buyback right in favour of Beaconsfield, allowing it to reduce the royalty to 1% for a payment of $1,000,000. As consideration for the royalty, the Company made a one-time cash payment of $100,000 and issued an aggregate of 571,429 common shares at a price of $0.25 per share, valued at $142,857. Transaction costs of $13,361 were incurred and capitalized as part of the cost of the royalty, for a total acquisition cost of $256,218.
Green Shift Commodities Ltd. Agreement
On June 7, 2024, the Company entered into a Share Purchase Agreement dated June 7, 2024 with Green Shift Commodities Ltd. (“Green Shift”) to acquire of all of the outstanding shares of 349, a wholly-owned subsidiary of Green Shift. 349 holds a 1% NSR royalty granted by Jaguar Uranium Corp. over the claims comprising the Berlin Project, located in Caldas Province of central Colombia.
Pursuant to the transaction, the Company acquired all of the issued and outstanding shares of 349 in exchange for 12,000,000 common shares at a price of $0.25 per share, representing total consideration of $3,000,000. Under the terms of the agreement, 349 was required to hold cash of $1,000,000 at closing, resulting in a net royalty acquisition value of $2,000,000. Transaction costs of $14,833 were incurred and capitalized as part of the cost of the royalty, for a total acquisition cost of $2,014,833.
ROYAL URANIUM INC.
Notes to the Consolidated Financial Statements
For the year ended December 31, 2025 and the period from January 14, 2024 (date of incorporation) to December 31, 2024
(Expressed in Canadian dollars)
| 7. | Exploration and evaluation asset |
Corrida Capital Agreement
On May 16, 2025, the Company entered into a mineral property acquisition agreement with Corrida Capital Corp. (“Corrida”), pursuant to which the Company agreed to acquire a 100% interest in and to a mineral claim located in the province of Saskatchewan in exchange for the issuance of 2,000,000 common shares. In connection with this transaction, the Company issued 2,000,000 common shares to Corrida at a price of $0.25 per share, valued at $500,000.
| 8. | Deferred costs |
Oregon Group Agreement
On January 30, 2025, the Company entered into a share purchase agreement with the Oregon Group LLC (the “Vendor”), 1382907 BC Ltd., and Anthony Milewski (the “Vendor’s Nominee”), pursuant to which the Company agreed to acquire all of the issued and outstanding shares of 907 from the Vendor in exchange for the issuance of 5,000,000 common shares. In connection with this transaction, the Company issued 5,000,000 common shares to the Vendor’s Nominee, who currently serves as the Company’s CEO and President.
The shares were ascribed a value of $1,250,000.
The only asset held by 907 is a Letter of Intent (“LOI”) to acquire data centers. This has been recorded as a deferred cost on the statement of financial position at December 31, 2025.
|
9. |
Accounts payable and accrued liabilities |
Accounts payables of the Company are principally comprised of amounts outstanding for trade purchases relating to exploration activities and amounts payable for operating and financing activities.
Accounts payable and accrued liabilities consist of the following:
| December 31,
2025 | December 31, 2024 | |||||||
| Accounts payable | $ | 67,330 | $ | 14,649 | ||||
| Accrued liabilities | 30,000 | 25,000 | ||||||
| Total accounts payable and accrued liabilities | $ | 97,330 | $ | 39,649 | ||||
ROYAL URANIUM INC.
Notes to the Consolidated Financial Statements
For the year ended December 31, 2025 and the period from January 14, 2024 (date of incorporation) to December 31, 2024
(Expressed in Canadian dollars)
|
10. |
Promissory note payable |
In connection with the Summit Royalties acquisition as described in Note 6, the Company issued a secured promissory note in the amount of $1,250,000 (the “Note”). Under the terms of the Note, the Company had the option to pay a portion of the principal amount in cash ($500,000) and the remaining balance ($750,000) either in cash or through the issuance of common shares, at the Company’s sole discretion.
The Note had a maturity date of the earlier of: (i) December 14, 2025; (ii) the date on which the Company successfully completed a going public transaction; or (iii) upon the occurrence of an event of default (the “Initial Maturity Date”). The Note included penalty provisions if the Company had not completed its planned going-public transaction by the Initial Maturity Date.
At initial recognition on June 14, 2024, the Note was measured at its fair value of approximately $1,013,000, based on a principal amount of $1,250,000, a stated interest rate of 0%, a maturity date of December 14, 2025, and a market discount rate of 15%. The difference between the face value and fair value of the Note resulted in the recognition of a $237,000 gain on the initial recognition of the promissory note. Subsequent to initial recognition, the Note was measured at amortized cost using the effective interest rate method. As at December 31, 2024, the carrying amount of the Note was $1,096,000, with $83,000 of interest expense having been recognized during the period.
Penalty provisions
Going Public
As the Company did not complete a going public transaction by the Initial Maturity Date, a 10% penalty was applied to the principal amount, increasing the cash payment portion to $550,000 and the remaining portion to $825,000, for a total penalty of $125,000 (the “Initial Penalty”).
Settlement
On December 3, 2025, the Company entered into a debt settlement agreement with Summit Royalties to settle the promissory note payable in the principal amount of $1,250,000. In accordance with the terms of the agreement, a 10% penalty on the original principal amount was applied. The settlement was completed through the issuance of 3,500,000 common shares of the Company. In addition, the Company has agreed to issue an additional 600,000 common shares to Summit Royalties if an initial public offering has not occurred by October 31, 2026.
In connection with the settlement, the Company incurred a penalty fee expense of $125,000 for the year ended December 31, 2025 (2024 - $nil) and settled the entirety of the note and penalty fee ($1,375,000) through the issuance of 3,500,000 common shares.
ROYAL URANIUM INC.
Notes to the Consolidated Financial Statements
For the year ended December 31, 2025 and the period from January 14, 2024 (date of incorporation) to December 31, 2024
(Expressed in Canadian dollars)
|
11. |
Share capital |
Authorized: An unlimited number of common shares with no par value.
Issued and outstanding:
| Number | Amount | |||||||
| of Shares | $ | |||||||
| Balance – January 14, 2024 (date of incorporation) | - | - | ||||||
| Issued for cash pursuant to private placement | 30,671,000 | 1,682,750 | ||||||
| Share issue costs | - | (30,170 | ) | |||||
| Issuance of shares for royalty assets | 12,571,429 | 3,142,857 | ||||||
| Balance – December 31, 2024 | 43,242,429 | 4,795,437 | ||||||
| Issued for cash pursuant to private placement | 438,600 | 153,510 | ||||||
| Share issue costs | - | (4,970 | ) | |||||
| Issuance of shares for royalty assets | 14,600,000 | 4,310,000 | ||||||
| Issuance of shares per acquisition of 907 (Note 8) | 5,000,000 | 1,250,000 | ||||||
| Issuance of shares for exploration and evaluation assets (Note 7) | 2,000,000 | 500,000 | ||||||
| Issuance of shares for settlement of promissory note (Note 10) | 3,500,000 | 1,375,000 | ||||||
| Issuance of shares for settlement of debt | 600,000 | 300,000 | ||||||
| Balance – December 31, 2025 | 69,381,029 | 12,678,977 | ||||||
Common shares issued during the year ended December 31, 2025:
On August 19, 2025, the Company completed a private placement issuing 438,600 shares at $0.35 per share for gross proceeds of $153,510.
In connection with the private placement, the Company incurred $4,970 of share issuance costs.
Common shares issued for assets:
Pursuant to the Share Purchase Agreement with Oregon Group LLC, the Company issued 5,000,000 common shares at a price of $0.25 per share for a value of $1,250,000 to acquire all of the issued and outstanding shares of 907 (Note 8).
Pursuant to the Royalty Purchase Agreement with IsoEnergy and Consolidated Uranium Inc., the Company issued 8,000,000 common shares at a price of $0.25 per share, for a value of $2,000,000 (Note 6).
On May 16, 2025, the Company entered into a mineral property acquisition agreement with Corrida whereby the Company issued 2,000,000 common shares at a price of $0.25 per share, for a value of $500,000 to purchase mineral property interests (Note 7).
Pursuant to the Share Purchase Agreement with Altius, the Company issued 6,600,000 common shares at a price of $0.35 per share for a value of $2,310,000 to acquire all of the issued and outstanding shares of 911 (Note 6).
ROYAL URANIUM INC.
Notes to the Consolidated Financial Statements
For the year ended December 31, 2025 and the period from January 14, 2024 (date of incorporation) to December 31, 2024
(Expressed in Canadian dollars)
|
11. |
Share capital (continued) |
Common shares issued during the period ended December 31, 2024:
On February 1, 2024, the Company completed a private placement issuing 20,000,000 shares at $0.01 per share for gross proceeds of $200,000.
On March 12, 2024, the Company completed a private placement issuing 7,900,000 shares at $0.10 per share for gross proceeds of $790,000.
On May 17, 2024, the Company completed a private placement issuing 2,771,000 shares at $0.25 per share for gross proceeds of $692,750.
In connection with the private placements, the Company incurred $30,170 of share issuance costs.
Common shares issued for royalty assets:
Pursuant to the Share Purchase Agreement with Green Shift, the Company issued 12,000,000 common shares at a price of $0.25 per share to acquire all of the issued and outstanding shares of 349 (Note 6).
Pursuant to the Royalty Purchase Agreement with Anteros, the Company issued 571,429 common shares at a price of $0.25 (Note 6).
| 12. | Financial instruments |
Financial assets and financial liabilities as at December 31, 2025 consist of the following:
| At FVTPL | Amortized cost | Total | ||||||||||
| As at December 31, 2025 | ||||||||||||
| Cash | $ | - | $ | 77,803 | $ | 77,803 | ||||||
| Royalties receivable | - | 32,753 | 32,753 | |||||||||
| Accounts payable and accrued liabilities | - | 97,330 | 97,330 | |||||||||
Financial assets and financial liabilities as at December 31, 2024 consist of the following:
| At FVTPL | Amortized cost | Total | ||||||||||
| As at December 31, 2024 | ||||||||||||
| Cash | $ | - | $ | 6,010 | $ | 6,010 | ||||||
| Accounts payable and accrued liabilities | - | 39,649 | 39,649 | |||||||||
| Promissory note payable | - | 1,096,000 | 1,096,000 | |||||||||
ROYAL URANIUM INC.
Notes to the Consolidated Financial Statements
For the year ended December 31, 2025 and the period from January 14, 2024 (date of incorporation) to December 31, 2024
(Expressed in Canadian dollars)
| 12. | Financial instruments (continued) |
The Company classifies its financial instruments carried at fair value according to a three-level hierarchy that reflects the significance of the inputs used in making the fair value measurements. The three levels of fair value hierarchy are as follows:
| ● | Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities | |
| ● | Level 2 – Inputs other than quoted prices that are observable for the assets and liabilities, either directly or indirectly; | |
| ● | Level 3 – Inputs for the assets or liabilities that are not based on observable market data |
The carrying value of cash, royalties receivable, accounts payable and accrued liabilities and the promissory note payable approximate their fair values due to their short-term nature. The Company’s risk exposure and their impact on financial instruments are summarized below. There have been no significant changes in the Company’s risk management objectives, policies or procedures from the prior reporting period.
Credit risk
The Company’s credit risk is primarily attributable to cash. Management believes that the credit risk concentration with respect to these financial instruments is minimal.
Foreign exchange risk
The Company’s foreign exchange risk arises primarily with respect to balances denominated in USD. The value of the Company’s financial assets and liabilities may be affected unfavourably by fluctuations in currency rates. The Company has not entered into hedging instruments to manage exposure to currency movements at this stage.
Liquidity risk
Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its financial obligations as they come due. The Company’s liquidity and operating results may be adversely affected if the Company’s access to capital markets is hindered, whether as a result of a downturn in stock market conditions generally or related to matters specific to the Company. As at December 31, 2025, the Company had a cash balance of $77,803 (December 31, 2024 - $6,010) to settle current liabilities of $97,330 (December 31, 2024 - $1,135,649) and had a working capital of $29,159 (December 31, 2024 - $1,125,439 working capital deficiency).
ROYAL URANIUM INC.
Notes to the Consolidated Financial Statements
For the year ended December 31, 2025 and the period from January 14, 2024 (date of incorporation) to December 31, 2024
(Expressed in Canadian dollars)
|
13. |
Capital management |
The Company’s capital under management includes equity of $10,194,605 as at December 31, 2025 (December 31, 2024 - $2,966,373).
The Company’s objectives when managing capital are to:
(a) safeguard its ability to continue as a going concern,
(b) provide an adequate return to shareholders, and
(c) provide sufficient funding to support on-going capital development plans.
The Company manages its capital structure and makes adjustments to it to meet the above objectives. The Company monitors capital from time to time using a variety of measures. Monitoring procedures are typically performed as a part of the overall management of the Company’s operations. The capital structure of the Company is evaluated by management on an ongoing basis and is adjusted as changes occur in both the economic conditions of the industry in which the Company operates, and the capital markets available to the Company. To maintain or adjust the capital structure, the Company can issue new shares, return shares to shareholders, sell assets, buy back debt, issue new debt, or pursue a combination of these measures.
There were no changes in the Company’s approach to capital management during the year ended December 31, 2025 and the period from January 14, 2024 (date of incorporation) to December 31, 2024. The Company is not subject to any externally imposed capital restrictions.
| 14. | Commitments and contingencies |
The complex nature of the mining industry, as well as the regulatory environment in which it operates can result in occasional claims, investigatory matters, and legal and tax proceedings that arise from time to time. These matters could subject the Company various uncertainties and may ultimately be resolved with terms unfavorable to the Company. This being the case, certain conditions may exist as of the date the financial statements are issued, which could result in a loss to the Company. In the opinion of management none of these matters are expected to have a material effect on the results of operations, or the financial condition, of the Company. In the event of a change in management’s estimate of the future resolution of such matters, the Company will recognize the effects of the change in its financial statements at that time.
ROYAL URANIUM INC.
Notes to the Consolidated Financial Statements
For the year ended December 31, 2025 and the period from January 14, 2024 (date of incorporation) to December 31, 2024
(Expressed in Canadian dollars)
| 15. | Related party transactions |
Key management personnel are those persons having authority and responsibility for planning, directing, and controlling the activities of the Company, directly or indirectly. Key management personnel include the Company’s management, directors and entities controlled by them.
The remuneration of directors and key executives is determined by the compensation committee.
The remuneration of directors and other members of key management personnel during the year ended December 31, 2025 and period from January 14, 2024 (date of incorporation) to December 31, 2024 were as follows:
| December
31, 2025 |
Period
from January 14, 2024 to December 31, 2024 |
|||||||
| Consulting fees | $ | 185,000 | $ | - | ||||
| $ | 185,000 | $ | - | |||||
All related party transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.
As at December 31, 2025, an amount of $41,750 (December 31, 2024 - $Nil) due to key management personnel was included in accounts payable and accrued liabilities. This amount is unsecured, non-interest bearing and without fixed terms of repayment.
| 16. | Segment information |
Reportable segments are those operations whose operating results are reviewed by the chief operating decision makers, being the individuals at the Company making decisions about resources to be allocated to a particular segment, and assessing performance provided those operations pass certain quantitative thresholds.
The Company undertakes administrative activities in Canada and is engaged in the acquisition of royalty interests and exploration and evaluation assets. The Company’s operations are in one geographic and only one commercial segment.
The net loss for the periods ended December 31, 2025 and 2024, and the total assets attributable to the geographical locations, as at December 31, 2025 and 2024, relate only to operations in Canada.
ROYAL URANIUM INC.
Notes to the Consolidated Financial Statements
For the year ended December 31, 2025 and the period from January 14, 2024 (date of incorporation) to December 31, 2024
(Expressed in Canadian dollars)
| 17. | Income taxes |
A reconciliation of the combined Canadian federal and provincial statutory income tax rates to the Company’s effective tax rate for the year ended December 31, 2025 and the period from January 14, 2024 (date of incorporation) to December 31, 2024 is as follows:
| 2025 | 2024 | |||||||
| Loss before income taxes | $ | (655,308 | ) | $ | (1,829,064 | ) | ||
| Statutory rate | 27 | % | 27 | % | ||||
| Expected income tax recovery | (177,000 | ) | (494,000 | ) | ||||
| Non-deductible items and temporary differences | 41,000 | (50,000 | ) | |||||
| True-up of prior period amounts | (22,000 | ) | - | |||||
| Change in benefit of tax assets not recognized | 158,000 | 544,000 | ||||||
| Deferred income tax recovery | $ | - | $ | - | ||||
The Company’s deferred income tax assets as at December 31, 2025 and 2024 are as follows:
| 2025 | 2024 | |||||||
| Deferred tax assets | ||||||||
| Non-capital loss carry-forwards | $ | 168,000 | $ | 9,000 | ||||
| Royalty assets | 528,000 | 528,000 | ||||||
| Share issuance costs | 6,000 | 7,000 | ||||||
| Unrecognized deferred tax assets | $ | 702,000 | $ | 544,000 | ||||
As at December 31, 2025, the Company has Canadian non-capital loss carryforwards of approximately $623,000 (December 31, 2024 - $32,000). These non-capital losses may be applied against future taxable income and will expire between 2024 and 2045.
| 18. | Subsequent event |
On February 18, 2026, Fusion Fuel Green PLC (“Fusion Fuel”) entered into a definitive agreement to acquire a controlling interest in the Company by way of a share exchange transaction. Fusion Fuel entered into definitive Share Exchange Agreements (the “Agreements”) with certain shareholders of the Company, pursuant to which Fusion Fuel is expected to acquire between 75% and 100% of the outstanding common shares of the Company, in consideration for the allotment of up to 3,750,025 shares in Fusion Fuel to the current shareholders of the Company. Closing of the transaction is subject to certain conditions, including but not limited to:
| ● | Approval by the Irish Takeover Panel in accordance with the Irish Takeover Panel Act, 1997, Takeover Rules, 2022, of a circular prepared by Fusion Fuel to be issued to Fusion Fuel shareholders, convening an extraordinary general meeting of the Company (the “EGM”); | |
| ● | Fusion Fuel shareholder approval of the share exchange transaction at the EGM; and | |
| ● | Satisfaction of such conditions and compliance with such requirements as the Panel may impose or specify in relation to the transaction. |
On February 17, 2026, the Company issued 700,000 shares for services.
Exhibit 99.6
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Introduction
The following unaudited pro forma condensed combined financial information combines the historical financial position and results of operations of Fusion Fuel Green PLC, an Irish public limited company (“Fusion Fuel” or the “Company”), and Royal Uranium Inc., a company incorporated under the laws of British Columbia, Canada (“Royal Uranium”).
Description of the Transaction
On February 18, 2026, the Company entered into a Share Exchange Agreement, dated as of February 18, 2026, as amended on June 11, 2026 (as amended, the “RU Share Exchange Agreement”), among the Company and certain shareholders (the “RU Shareholders”) of Royal Uranium.
Pursuant to the RU Share Exchange Agreement, the RU Shareholders agreed to sell up to 100% of the issued and outstanding shares in the capital of Royal Uranium (81,881,029 common shares) to the Company in exchange for up to 3,750,018 Class A ordinary shares of the Company with nominal value $0.0035 per share (“Class A Ordinary Shares”) or pre-funded warrants to subscribe for up to such number of Class A Ordinary Shares (at an exercise price per share equal to the nominal value of the shares) in lieu of the Class A Ordinary Shares to the extent that the allotment of Class A Ordinary Shares would result in such shareholders’ beneficial ownership of shares in the Company exceeding 9.99% of the issued share capital of the Company (the “Securities Exchange”). The RU Share Exchange Agreement provides that Royal Uranium is valued at $15,000,000.
The closing of the Securities Exchange (the “Securities Exchange Closing”) took place on July 21, 2026. The Securities Exchange resulted in Royal Uranium becoming a subsidiary of the Company.
Under each certain Mineral & Element Advisory Agreement, dated as of February 12, 2026 (collectively the “Advisory Agreements”), between the Company and each of three other parties (the “Advisors”), the RU Share Exchange Agreement constituted a Definitive Agreement (as defined in the Advisory Agreements). Pursuant the MAT Advisory Agreements and at the election of the Advisors, the Company was required to issue 95,000 Class A Ordinary Shares and customary pre-funded warrants to purchase up to an aggregate of 190,000 Class A Ordinary Shares to the Advisors. Under the Advisory Agreements, the Company will be required to issue a certain number of additional Class A Ordinary Shares or pre-funded warrants to the Advisors if certain conditions are met.
Pro Forma Accounting
The following unaudited pro forma condensed combined financial information combines the historical consolidated financial position and results of operations of Fusion Fuel and Royal Uranium and gives effect to the Securities Exchange in the manner described below.
The Securities Exchange is considered to be a business combination accounted for under the acquisition method of accounting under the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. In accordance with IFRS 3 - Business Combinations, Fusion Fuel has been identified as the accounting acquirer, and Royal Uranium as the target, for accounting purposes. Consequently, the accompanying pro forma financial statements consolidate Royal Uranium into Fusion Fuel’s financial statements for the period presented.
The assets acquired and liabilities assumed have been measured at their estimated fair values at the date of the Securities Exchange. Royal Uranium’s historical financial statements as of December 31, 2025 have been audited, and for the purposes of this preliminary allocation management has concluded that the carrying values of Royal Uranium’s identifiable assets and liabilities approximate their fair values, with the excess of the consideration over those net assets recognized as goodwill. This conclusion is preliminary; formal valuation work to identify and measure separately identifiable intangible assets (and any related deferred tax effects) has not been completed. The purchase price has been allocated on a preliminary basis to the assets acquired and the liabilities assumed based upon estimates of their respective fair values, which are subject to potential adjustment upon finalization of the purchase price allocation.
The following unaudited condensed combined pro forma balance sheet as of December 31, 2025 gives effect to the Securities Exchange as if it had been completed as of December 31, 2025. Royal Uranium is presented as a wholly owned subsidiary of Fusion Fuel in connection with the Securities Exchange. The unaudited pro forma condensed combined statements of operations and other comprehensive loss for the year ended December 31, 2025 were prepared as if the Securities Exchange had occurred as of January 1, 2025. The pro forma information has been prepared by our management, and it may not be indicative of the results that actually would have occurred had the Securities Exchange occurred as of the dates indicated, nor does it purport to indicate the results that may be obtained in the future. The pro forma information is based on provisional amounts allocated by management to various assets and liabilities have been acquired in connection with the Securities Exchange and may eventually be determined to be different from what has been presented herein. Certain amounts in the tables below are presented in thousands of euros and have been rounded; as a result, the totals and subtotals may not exactly equal the sum of the individual amounts presented, and any such differences are due to rounding.
The pro forma financial information should be read in conjunction with:
| ● | Fusion Fuel’s consolidated financial statements as of and for the fiscal year ended December 31, 2025, and the notes thereto, included with its Annual Report on Form 20-F for the fiscal year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 7, 2026; and |
| ● | Royal Uranium’s consolidated financial statements as of and for the fiscal year ended December 31, 2025, and the notes thereto, included as Exhibit 99.5 to the Report on Form 6-K/A furnished by the Company with the SEC on July 29, 2026. |
Unaudited Condensed Combined Pro Forma Balance Sheet as of December 31, 2025 (in thousands of euros (€))
| Fusion Fuel Green PLC | Royal Uranium Inc. | Pro Forma Adjustments | Pro Forma Adjustments | Consolidated Pro Forma | ||||||||||||||||
| € | (a) € | Acquisition (C.1.) € | Transaction Costs (C.2.) € | € | ||||||||||||||||
| ASSETS | ||||||||||||||||||||
| Non-current assets | ||||||||||||||||||||
| Property, plant and equipment | 1,233 | - | - | - | 1,233 | |||||||||||||||
| Goodwill | 6,602 | - | 6,446 | - | 13,048 | |||||||||||||||
| Customer relationships | 17,453 | - | - | - | 17,453 | |||||||||||||||
| Trade names | 4,069 | - | - | - | 4,069 | |||||||||||||||
| Long-term deposits | 255 | - | - | - | 255 | |||||||||||||||
| Royalty assets | - | 5,227 | - | - | 5,227 | |||||||||||||||
| Exploration and evaluation asset | - | 311 | - | - | 311 | |||||||||||||||
| Deferred costs | - | 779 | - | - | 779 | |||||||||||||||
| Total non-current assets | 29,612 | 6,317 | 6,446 | - | 42,375 | |||||||||||||||
| Current assets | ||||||||||||||||||||
| Cash and cash equivalents | 575 | 48 | - | (238 | ) | 385 | ||||||||||||||
| Inventory | 171 | - | - | - | 171 | |||||||||||||||
| Prepayments and other receivables | 5,047 | 30 | - | - | 5,077 | |||||||||||||||
| Deposits and advances | 520 | - | - | - | 520 | |||||||||||||||
| Other current assets | 114 | - | - | - | 114 | |||||||||||||||
| Total current assets | 6,427 | 78 | - | (238 | ) | 6,267 | ||||||||||||||
| Total assets | 36,039 | 6,395 | 6,446 | (238 | ) | 48,642 | ||||||||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||||||||
| Non-current liabilities | ||||||||||||||||||||
| Lease liability | 281 | - | - | - | 281 | |||||||||||||||
| Other payables - long-term | 3,067 | - | - | - | 3,067 | |||||||||||||||
| Total non-current liabilities | 3,348 | - | - | - | 3,348 | |||||||||||||||
| Current liabilities | ||||||||||||||||||||
| Trade and other payables | 8,829 | 60 | - | - | 8,889 | |||||||||||||||
| Deferred income | 321 | - | - | - | 321 | |||||||||||||||
| Cost accruals | 1,098 | - | - | - | 1,098 | |||||||||||||||
| Derivative financial instruments | 181 | - | - | - | 181 | |||||||||||||||
| Loans and borrowings | 1,757 | - | - | - | 1,757 | |||||||||||||||
| Total current liabilities | 12,186 | 60 | - | - | 12,246 | |||||||||||||||
| Total liabilities | 15,534 | 60 | - | - | 15,594 | |||||||||||||||
| Net assets | 20,505 | 6,335 | 6,446 | (238 | ) | 33,048 | ||||||||||||||
| Stockholders’ Equity | ||||||||||||||||||||
| Share capital - preferred | 0 | - | - | - | 0 | |||||||||||||||
| Share capital | 9 | 7,879 | (7,868 | ) | - | 20 | ||||||||||||||
| Share premium | 240,680 | - | 12,770 | 810 | 254,260 | |||||||||||||||
| Share based payments reserve | 8,492 | - | - | - | 8,492 | |||||||||||||||
| Other equity reserves | 6,797 | - | - | - | 6,797 | |||||||||||||||
| Retained earnings | (239,816 | ) | (1,544 | ) | 1,544 | (1,048 | ) | (240,864 | ) | |||||||||||
| Noncontrolling interest | 4,343 | - | - | - | 4,343 | |||||||||||||||
| Total stockholders’ equity | 20,505 | 6,335 | 6,446 | (238 | ) | 33,048 | ||||||||||||||
| Total liabilities and stockholders’ equity | 36,039 | 6,395 | 6,446 | (238 | ) | 48,642 | ||||||||||||||
(a) The financial information in this column was translated from Canadian dollars into euros at the rate of C$1.6092 to €1.00 as of December 31, 2025, derived from U.S. dollar exchange rates reported by the Board of Governors of the Federal Reserve System by multiplying the Canadian dollar/U.S. dollar rate of C$1.3712 per $1.00 by the U.S. dollar/euro rate of $1.1736 per €1.00.
Unaudited Condensed Combined Pro Forma Statement of Operations and Other Comprehensive Loss for the Fiscal Year Ended December 31, 2025
(in thousands of euros (€), except share and per-share data)
| Fusion Fuel Green PLC | Royal Uranium Inc. (a) | Pro Forma Adjustment | Consolidated Pro Forma | |||||||||||||
| € | € | Transaction Costs (C.2.) € | € | |||||||||||||
| Revenue | 14,415 | 26 | - | 14,441 | ||||||||||||
| Cost of revenues | (10,240 | ) | - | - | (10,240 | ) | ||||||||||
| Gross profit | 4,175 | 26 | - | 4,201 | ||||||||||||
| Total operating expenses | (12,075 | ) | (264 | ) | (1,048 | ) | (13,387 | ) | ||||||||
| Income (loss) from operations | (7,898 | ) | (238 | ) | (1,048 | ) | (9,183 | ) | ||||||||
| Other (income) expenses | 6,836 | (177 | ) | - | 6,659 | |||||||||||
| Operating profit before tax | (1,062 | ) | (415 | ) | (1,048 | ) | (2,525 | ) | ||||||||
| Corporate income tax | 110 | - | - | 110 | ||||||||||||
| Net income (loss) | (952 | ) | (415 | ) | (1,048 | ) | (2,414 | ) | ||||||||
| Other comprehensive income / (loss) | - | - | - | - | ||||||||||||
| Total comprehensive income (loss) | (952 | ) | (415 | ) | (1,048 | ) | (2,414 | ) | ||||||||
| Net loss attributable to shareholders of the Company | (1,694 | ) | (415 | ) | (1,048 | ) | (3,156 | ) | ||||||||
| Net income attributable to non-controlling interests | 742 | - | - | 742 | ||||||||||||
| Weighted-average shares (basic and diluted) | 1,335,722 | - | 4,035,018 | 5,370,740 | ||||||||||||
| Basic and diluted loss per share (€) (b) | (1.27 | ) | - | - | (0.59 | ) | ||||||||||
(a) The financial information in this column was translated from Canadian dollars into euros at the average rate of C$1.5798 to €1.00 for the year ended December 31, 2025, derived from annual average U.S. dollar exchange rates published by the Board of Governors of the Federal Reserve System/Federal Reserve Economic Data by multiplying the average Canadian dollar/U.S. dollar rate of C$1.3973 per $1.00 by the average U.S. dollar/euro rate of $1.1306 per €1.00.
(b) Pro forma basic loss per share is calculated as the pro forma net loss attributable to shareholders of the Company divided by the pro forma weighted-average number of ordinary shares outstanding. The pro forma weighted-average share count comprises the Company’s historical weighted-average ordinary shares, plus the 3,750,018 ordinary shares issuable as consideration for the Securities Exchange and 285,000 share-equivalents issued pursuant to the Advisory Agreements, each treated as outstanding from the beginning of the period presented. Royal Uranium’s historical weighted-average shares and loss per share are not presented because the pro forma per-share information is based on the Company’s ordinary shares. Diluted loss per share equals basic loss per share because the combined company is in a pro forma loss position and all potentially dilutive instruments are anti-dilutive.
| A. | Basis of Presentation |
The unaudited pro forma condensed combined financial statements were prepared using the acquisition method of accounting and are based on Fusion Fuel and Royal Uranium’s historical consolidated financial statements as adjusted to give effect to the Securities Exchange and the shares issued or to be issued as part of the Securities Exchange.
The unaudited pro forma condensed combined balance sheet as of December 31, 2025, gives effect to the Securities Exchange as if it had occurred as of December 31, 2025. The unaudited pro forma condensed combined statements of operations and other comprehensive loss for the year ended December 31, 2025 were prepared as if the Securities Exchange had occurred as of January 1, 2025.
Historical financial information has been adjusted in the pro forma balance sheet to pro forma events that are Transaction Accounting Adjustments that depict the accounting required under IFRS for the acquisition and related transactions, and no Autonomous Entity Adjustments or Management’s Adjustments are presented.
The pro forma adjustments presented in the pro forma condensed combined balance sheet and statement of operations and other comprehensive loss are described in Note (iii) - Pro Forma Adjustments.
| B. | Purchase Price Allocation |
Pursuant to the RU Share Exchange Agreement, the Company acquired 100% of the issued and outstanding shares of Royal Uranium (81,881,029 common shares) in exchange for up to 3,750,018 Class A Ordinary Shares of the Company (or pre-funded warrants in lieu thereof).
Royal Uranium had 69,381,029 common shares outstanding as of December 31, 2025. Subsequent to December 31, 2025, Royal Uranium issued additional common shares resulting in 81,881,029 common shares outstanding as of the date of the Securities Exchange Closing. These post-year-end issuances are not reflected as separate pro forma adjustments because they were not directly attributable to the Securities Exchange and did not materially affect the pro forma financial position or results of operations presented herein.
The RU Share Exchange Agreement provides that Royal Uranium is valued at $15,000,000, which represents the consideration transferred for purposes of the preliminary purchase price allocation.
Upon the Securities Exchange Closing, Royal Uranium became a subsidiary of the Company. The consideration of $15,000,000 has been translated into euros at the closing exchange rate of $1.1736 to €1.00 as of December 31, 2025 (Federal Reserve H.10), giving a purchase price of approximately €12.78 million.
The purchase price was settled through the issuance of 3,750,018 Class A Ordinary Shares (or pre-funded warrants in lieu thereof for shareholders who would otherwise exceed 9.99% beneficial ownership). The shares that were issued have been recorded at nominal value of $0.0035 per share within share capital (approximately €0.011 million), with the residual consideration of approximately €12.77 million recorded as share premium.
The pro forma financial statements have been prepared on the basis of the acquisition method, in accordance with IFRS 3, whereby Royal Uranium’s historical financial results have been adjusted for the effects of fair value measurements as of the date of the Securities Exchange Closing. The acquirer has been identified as Fusion Fuel Green PLC, and the target as Royal Uranium Inc.
The purchase price was preliminarily allocated based on the estimated fair value of net assets acquired and liabilities assumed at the date of the Securities Exchange Closing. The initial accounting for the business combination is incomplete. In particular, management has not completed its valuation of Royal Uranium’s royalty assets, exploration and evaluation assets, deferred costs, assumed liabilities, or any separately identifiable intangible assets, nor the measurement of any related deferred tax balances. Pending completion of that work, the carrying amounts of Royal Uranium’s assets and liabilities have been assumed to approximate their fair values and the residual consideration has been recognized as goodwill. The amounts ultimately recognized may differ materially from these preliminary amounts; in particular, the allocation of a portion of the preliminary goodwill of approximately €6.45 million to identifiable intangible assets could give rise to additional amortization charges and deferred tax effects in future periods. Management expects to finalize the purchase price allocation within the measurement period of up to twelve months from the date of the Securities Exchange Closing, as permitted by IFRS 3.
The net assets of Royal Uranium were approximately €6.3 million as of December 31, 2025, comprising total assets of approximately €6.4 million (principally royalty assets, exploration and evaluation assets and deferred costs) and total liabilities of approximately €0.1 million. As the Securities Exchange resulted in the Company acquiring 100% of Royal Uranium, no non-controlling interest arose as a result.
The euro value of the purchase price for the Company’s acquisition of 100% of Royal Uranium was approximately €12.78 million. The excess of the purchase price over the fair value of Royal Uranium’s net assets acquired of approximately €6.34 million results in goodwill of approximately €6.45 million, which is subject to finalization of the purchase price allocation and may be reallocated to identifiable intangible assets.
See table below for further illustration.
| (in thousands) (€) | ||||
| Purchase Price (a) | 12,781 | (1) | ||
| Less: Royal Uranium net assets acquired (b) | (6,335 | ) | ||
| Goodwill recognized on acquisition (c) ((a) - (b)) | 6,446 | |||
| (1) | Translated from U.S. dollars into euros at the rate of $1.1736 to €1.00, the exchange rate as of December 31, 2025 as reported by the Board of Governors of the Federal Reserve System (H.10). The consideration to be transferred consists of 3,750,018 Class A Ordinary Shares of the Company (or pre-funded warrants in lieu thereof), measured by reference to the value ascribed to Royal Uranium of $15,000,000 under the RU Share Exchange Agreement, translated to euros at the December 31, 2025 rate above. The shares to be issued are recorded at their nominal value of $0.0035 per share within share capital, with the residual recognized as share premium. |
The goodwill arising from the Securities Exchange of approximately €6.45 million is presented as a pro forma adjustment in the unaudited pro forma condensed combined balance sheet, as the Securities Exchange had not closed as of December 31, 2025. The goodwill represents the excess of the consideration of approximately €12.78 million over the fair value of Royal Uranium’s net assets of approximately €6.34 million.
| C. | Pro Forma Transaction Accounting Adjustments |
The pro forma adjustments are based on our preliminary estimates and assumptions that are subject to change. The following adjustments have been reflected in the unaudited pro forma condensed combined financial information:
| 1. | Acquisition. Reflects the acquisition of Royal Uranium under the acquisition method. This adjustment records (i) the issuance of 3,750,018 Class A Ordinary Shares (nominal value $0.0035, or pre-funded warrants in lieu thereof) for a total consideration of approximately €12.78 million, allocated between share capital (approximately €0.011 million) and share premium (approximately €12.77 million); (ii) the recognition of goodwill of approximately €6.45 million, being the excess of the consideration over the fair value of Royal Uranium’s net assets acquired of approximately €6.34 million; and (iii) the elimination of Royal Uranium’s historical share capital and retained earnings (accumulated deficit). As the Company acquired 100% of Royal Uranium, no non-controlling interest was recognized. |
| 2. | Transaction Costs. Reflects transaction costs directly attributable to the Securities Exchange, comprising (i) approximately €0.24 million of legal, accounting and other professional fees, which are expensed as incurred and recorded as a reduction of cash and cash equivalents with a corresponding charge to retained earnings (accumulated deficit) (under the RU Share Exchange Agreement, each party bears its own expenses); and (ii) an equity-settled advisory fee of approximately €0.81 million arising under the Advisory Agreements, pursuant to which the RU Share Exchange Agreement constitutes a Definitive Agreement. This fee comprises 95,000 Class A Ordinary Shares and pre-funded warrants to purchase up to 190,000 Class A Ordinary Shares (285,000 share-equivalents in aggregate), issued to the Advisors in lieu of cash for advisory services. Although these share-equivalents were issued in February 2026 and were not conditional on completion of the Securities Exchange, they were not reflected in the historical financial statements as of December 31, 2025, and accordingly are presented as a pro forma adjustment as the issuances were directly attributable to, and triggered by, the execution of the RU Share Exchange Agreement, which constituted a Definitive Agreement under the Advisory Agreements. The fee has been measured at the grant date fair value of the share-equivalents (based on a Class A Ordinary Share price of $3.34 at the grant date, being February 12, 2026, the effective date of the Advisory Agreements) and charged to retained earnings (accumulated deficit), with the corresponding credit allocated between share capital at nominal value of $0.0035 per share (approximately €0.001 million) and share premium (approximately €0.81 million). The Advisory Agreements also provide for the issuance of up to 135,000 additional Class A Ordinary Shares upon achievement of specified market-price milestones, consisting of 45,000 Class A Ordinary Shares upon the Company’s Class A Ordinary Shares achieving each of $5.83, $9.72 and $15.50 for at least five consecutive trading days. Management has assessed these milestone-based awards as market-condition share-based payment awards under IFRS 2 and considered the grant date fair value of the awards, including the probability-weighted effect of the specified share-price hurdles. No pro forma adjustment has been reflected for the milestone-based awards because the grant-date fair value of such awards was determined not to be material to the unaudited pro forma condensed combined financial information. The total transaction costs reflected are therefore approximately €1.05 million. These transaction costs have been determined to be non-recurring and not expected to recur beyond 12 months. |
| 3. | Income Taxes. No incremental pro forma income tax effect has been recognized in respect of the pro forma adjustments. The historical income tax of each entity is reflected within its respective historical column. Fusion Fuel and Royal Uranium are each in a net loss position and have unrecognized deductible temporary differences and tax losses for which no deferred tax asset has been recognized, as it is not probable that future taxable profits will be available against which the losses can be utilized. The transaction costs are not expected to give rise to a current or deferred tax benefit on a pro forma basis. Accordingly, management has concluded that no income tax effect should be reflected in the unaudited pro forma condensed combined financial information. |