Jaguar Uranium nine-month loss widens to $22.1M
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Jaguar Uranium Corp. (JAGU) reported a net loss of $22,133,780 for the nine months ended September 30, 2026, compared with $1,497,050 a year earlier. Revenue was zero, and operating expenses were $3,917,118 versus $1,503,010. The loss included $17,747,028 in share-based payments principally related to liquidity and listing event shares, plus a $720,700 deferred cash payment tied to the Colombia acquisition. Third-quarter net loss was $1,391,131, compared with $554,572.
At September 30, cash and cash equivalents plus short-term investments totaled $18,179,822; approximately $18.2 million of net IPO proceeds remained unused. About $4.5 million of net IPO proceeds had been used for exploration and property maintenance, general and administrative costs, a payment to GCOM, and working capital and other corporate purposes. Jaguar said it believes these resources will fund planned capital needs for at least 12 months, but it will need future financing to continue operations, and failure to secure it could cast uncertainty on its ability to continue as a going concern. The company has no revenue-generating operations.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- None.
Negative
- Major pointNine-month net loss was $22,133,780, versus $1,497,050 in 2025.
- Major point. Forward-looking: it has not happened yet and may not happen.Failure to secure financing could cast uncertainty on going-concern continuity.
Filing Explained
The completed issuances left 20,263,777 shares outstanding at September 30, 2026, diluting existing holders’ percentage ownership absent offsetting changes.
By
The company issued 6,250,000 IPO shares and 4,836,757 liquidity- and listing-event shares; it also issued 70,000 shares through warrant exercises and 50,000 through debenture conversion.
The company also remains obligated to pay GCOM
Key Figures
Key Terms
Liquidity Event and Listing Event Shares financial
deferred tax liability financial
bankable feasibility study technical
net smelter returns royalty financial
Level 3 inputs financial
asset acquisition financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What was JAGU's net loss for the first nine months of 2026?
How much of JAGU's IPO proceeds remained unused at September 30, 2026?
How did JAGU use its IPO proceeds through September 30, 2026?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For the quarterly period ended
OR
Commission File Number
(Exact name of registrant as specified in its charter)
| Not applicable | ||
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code):
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☒ | Smaller reporting company | |||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of November 12, 2026, there were
JAGUAR URANIUM CORP.
TABLE OF CONTENTS
| Part I. | |||
| Item 1. | Financial Statements (Unaudited) | 1 | |
| Condensed Consolidated Interim Balance Sheets as of September 30, 2026 and December 31, 2025 | 1 | ||
| Condensed Consolidated Interim Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended September 30, 2026 and 2025 | 2 | ||
| Condensed Consolidated Interim Statements of Changes in Shareholders’ Equity for the Nine Months Ended September 30, 2026 and 2025 | 3 | ||
| Condensed Consolidated Interim Statements of Cash Flows for the Nine Months Ended September 30, 2026 and 2025 | 4 | ||
| Notes to Condensed Consolidated Interim Financial Statements | 5 | ||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 19 | |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 27 | |
| Item 4. | Controls and Procedures | 27 | |
| Part II. | |||
| Item 1. | Legal Proceedings | 28 | |
| Item 1A. | Risk Factors | 28 | |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 28 | |
| Item 3. | Defaults Upon Senior Securities | 28 | |
| Item 4. | Mine Safety Disclosures | 28 | |
| Item 5. | Other Information | 28 | |
| Item 6. | Exhibits | 29 | |
| Signatures | 30 | ||
i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q, including all documents incorporated by reference, contains forward-looking statements regarding Jaguar Uranium Corp. (the “Company,” “Jaguar Uranium,” “we” or “our”) and represents our expectations and beliefs concerning future events. These forward-looking statements are intended to be covered by the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties. The forward-looking statements included herein, or incorporated herein by reference, include or may include, but are not limited to, (and you should read carefully) statements that are predictive in nature, depend upon or refer to future events or conditions, or use or contain words, terms, phrases, or expressions such as “achieve,” “forecast,” “plan,” “propose,” “strategy,” “envision,” “hope,” “will,” “continue,” “potential,” “expect,” “believe,” “anticipate,” “project,” “estimate,” “predict,” “intend,” “should,” “could,” “may,” “might,” or similar words, terms, phrases or expressions or the negative of any of these terms. Any statements in this Form 10-Q that are not based upon historical fact are forward-looking statements and represent our best judgment as to what may occur in the future.
These forward-looking statements are based on information available as of the date of this Quarterly Report on Form 10-Q and the Company management’s current expectations, forecasts and assumptions, and involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside the control of the Company and its directors, officers and affiliates. Accordingly, forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date. The Company does not undertake any obligations to update, add or to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws.
As a result of a number of known and unknown risks and uncertainties, the Company’s results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ are set forth under the headings “Risk Factor Summary” and under Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2026 and in Part II, Item 1A, “Risk Factors” of this Quarterly Report on Form 10-Q.
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
JAGUAR URANIUM CORP.
UNAUDITED CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS
AS OF SEPTEMBER 30, 2026 AND DECEMBER 31, 2025
| September 30 | December 31 | |||||||
| 2026 | 2025 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Short-term investments | — | |||||||
| Prepaid expenses and other assets | ||||||||
| Total current assets | ||||||||
| Non-current assets | ||||||||
| Mineral properties | ||||||||
| Property and equipment, net | ||||||||
| Total non-current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES | ||||||||
| Current liabilities | ||||||||
| Accounts payable and other liabilities | $ | $ | ||||||
| Total current liabilities | ||||||||
| Non-current liabilities: | ||||||||
| Deferred tax liability | ||||||||
| Convertible debentures | — | |||||||
| TOTAL LIABILITIES | ||||||||
| SHAREHOLDERS’ EQUITY | ||||||||
| Common stock, Class A, $ Nil par value: unlimited authorized, | — | — | ||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| TOTAL SHAREHOLDERS’ EQUITY | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
1
JAGUAR URANIUM CORP.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025
| Three months ended September 30, 2026 |
Three months ended September 30, 2025 |
Nine months ended September 30, 2026 |
Nine months ended September 30, 2025 |
|||||||||||||
| REVENUE | $ | — | $ | — | $ | — | $ | — | ||||||||
| OPERATING EXPENSES: | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Legal and professional fees | ||||||||||||||||
| Depreciation | ||||||||||||||||
| Exploration and evaluation expenditures | ||||||||||||||||
| TOTAL OPERATING EXPENSES | ||||||||||||||||
| OTHER INCOME AND EXPENSES | ||||||||||||||||
| Interest and other (income) expense | ( | ) | ( | ) | ( | ) | ||||||||||
| Foreign exchange (gain) loss | ( | ) | ( | ) | ||||||||||||
| Liquidity event deferred cash payment | — | — | — | |||||||||||||
| Liquidity event and listing event shares | — | — | — | |||||||||||||
| LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAX EXPENSE | ||||||||||||||||
| Deferred tax recovery | — | — | — | — | ||||||||||||
| NET LOSS AND COMPREHENSIVE LOSS | $ | $ | $ | $ | ||||||||||||
| BASIC AND DILUTED LOSS PER SHARE | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
2
JAGUAR URANIUM CORP.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025
| Number of Shares |
Amount | Additional paid-in capital |
Accumulated deficit |
Total Shareholders’ Equity |
||||||||||||||||
| BALANCE AT DECEMBER 31, 2025 | $ | — | $ | $ | ( | ) | $ | |||||||||||||
| Net proceeds on completion of IPO | — | — | ||||||||||||||||||
| Liquidity event and listing event shares | — | — | ||||||||||||||||||
| Conversion of convertible debenture | — | — | ||||||||||||||||||
| Net loss and comprehensive loss | — | — | — | ( | ) | ( | ) | |||||||||||||
| BALANCE AT MARCH 31, 2026 | $ | — | $ | $ | ( | ) | $ | |||||||||||||
| Net loss and comprehensive loss | — | — | — | ( | ) | ( | ) | |||||||||||||
| BALANCE AT JUNE 30, 2026 | $ | — | $ | $ | ( | ) | $ | |||||||||||||
| Exercise of warrants | — | — | ||||||||||||||||||
| Net loss and comprehensive loss | — | — | — | ( | ) | ( | ) | |||||||||||||
| BALANCE AT SEPTEMBER 30, 2026 | $ | — | $ | $ | ( | ) | $ | |||||||||||||
| Number of Shares |
Amount | Additional paid-in capital |
Accumulated deficit |
Total Shareholders’ Equity |
||||||||||||||||
| BALANCE AT DECEMBER 31, 2024 | $ | — | $ | $ | ( | ) | $ | |||||||||||||
| Share-based compensation | — | — | — | |||||||||||||||||
| Shares issued for unit subscription | — | — | ||||||||||||||||||
| Net loss and comprehensive loss | — | — | — | ( | ) | ( | ) | |||||||||||||
| BALANCE AT MARCH 31, 2025 | $ | — | $ | $ | ( | ) | $ | |||||||||||||
| Exercise of warrants | — | — | ||||||||||||||||||
| Deemed dividend - warrant modification and inducement | — | — | ( | ) | — | |||||||||||||||
| Share-based compensation | — | — | — | |||||||||||||||||
| Net loss and comprehensive loss | — | — | — | ( | ) | ( | ) | |||||||||||||
| BALANCE AT JUNE 30, 2025 | $ | — | $ | $ | ( | ) | $ | |||||||||||||
| Exercise of warrants | — | — | ||||||||||||||||||
| Deemed dividend - warrant modification and inducement | — | — | ( | ) | — | |||||||||||||||
| Share-based compensation | — | — | ||||||||||||||||||
| Net loss and comprehensive loss | — | — | — | ( | ) | ( | ) | |||||||||||||
| BALANCE AT SEPTEMBER 30, 2025 | $ | — | $ | $ | ( | ) | $ | |||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
3
JAGUAR URANIUM CORP.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Share-based payments | ||||||||
| Accrued income on short-term investments | ( | ) | — | |||||
| Depreciation | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses and other assets | ( | ) | ||||||
| Accounts payable and other liabilities | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS USED IN INVESTING ACTIVITIES: | ||||||||
| Purchase of short-term investments | ( | ) | — | |||||
| Redemption of short-term investments | — | |||||||
| Purchase of property and equipment | ( | ) | — | |||||
| Net cash used in investing activities | ( | ) | — | |||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from issuance of shares and units | ||||||||
| Proceeds from convertible debenture | — | |||||||
| Proceeds from warrant exercise | ||||||||
| Net cash from financing activities | ||||||||
| INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | ||||||||
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF PERIOD | ||||||||
| CASH AND CASH EQUIVALENTS AT THE END OF PERIOD | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||
| Cash paid for interest | $ | — | $ | — | ||||
| Cash paid for income taxes | $ | — | $ | — | ||||
| NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
| Common shares issued for acquisition of mineral properties | $ | — | $ | — | ||||
| Common shares issued for settlement of accounts payable | $ | — | $ | |||||
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
4
JAGUAR URANIUM CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025
NOTE 1: BUSINESS DESCRIPTION
Jaguar Uranium Corp., (the “Company”) is engaged in the acquisition and development of mining properties in Latin America. On December 8, 2023, the Company entered into a definitive agreement with Green Shift Commodities Ltd. (“GCOM”) to acquire
| ● | Gaia Energy Investments Ltd. (“Gaia BVI”), was incorporated on April 19, 2006 and restored on November 16, 2015, in the British Virgin Islands (“BVI”) registered in Colombia as Gaia Energy Investments Ltd. Sucursal Colombia (“Gaia Colombia”). |
| ● | Berlin (BVI) Limited (“Berlin BVI”) was incorporated on June 30, 2021, in the British Virgin Islands (“BVI”) and is registered in Colombia as Berlin (BVI) Limited Sucursal Colombia (“Berlin Colombia”), on May 17, 2022 in the Chamber of Commerce of Bogota. |
Through the Colombian Acquisition, the Company is the legal and beneficial owner of a
On July 19, 2024, the Company closed on the acquisition of 2847312 Ontario Inc. (“284 Ontario”), which is registered in Argentina as 2847312 Ontario Inc. (Sucursal Argentina), whereby it holds mineral rights in the Laguna Project and Huemul Projects in Argentina (the “Argentinian Acquisition”). 284 Ontario was incorporated on June 14, 2021, in Ontario, Canada.
The Company was incorporated on
On February 11, 2026, the Company completed its Initial Public Offering (“IPO”) and its Class A common shares (the “Common Shares”) commenced trading on the NYSE American LLC under the symbol “JAGU”.
NOTE 2: BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
| a. | Basis of Presentation |
These unaudited condensed consolidated interim financial statements are presented in U.S. dollars. These unaudited condensed consolidated interim financial statements include the Company’s subsidiaries, as described in Note 1.
The accompanying unaudited condensed consolidated interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the U.S. and the rules and regulations of the U.S. Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, shareholders’ equity, or cash flows. It is management’s opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, which contains the annual audited consolidated financial statements and notes thereto, together with the Management’s Discussion and Analysis, for the year ended December 31, 2025. The interim results for the period ended September 30, 2026 are not necessarily indicative of the results for the full fiscal year.
5
| b. | Principles of Consolidation |
These unaudited condensed consolidated interim financial statements include the Company’s directly and indirectly wholly owned subsidiaries: Gaia Energy Investments Ltd., Berlin (BVI) Limited and 2847312 Ontario Inc.
All inter-company transactions and balances have been eliminated upon consolidation.
| c. | Use of estimates in the preparation of financial statements |
The preparation of the Company’s unaudited condensed consolidated interim financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of liabilities and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. On an ongoing basis, the Company evaluates estimates used, which include, but are not limited to the: valuation of stock-based compensation; share-based consideration for acquisitions; and, the impairment of long-lived assets, including mineral properties.
| d. | Contingent consideration in asset acquisitions |
Contingent consideration payable to a seller in an asset acquisition is recognized when the contingency is resolved and the amount payable is fixed or determinable. Consistent with the general asset-acquisition cost accumulation model, the Company’s policy is to capitalize such amounts as an addition to the cost basis of the related asset. However, if at the date the contingency is resolved the carrying value of the related asset (after giving effect to any previously recognized impairment) already reflects its estimated fair value or recoverable amount, and no intervening increase in fair value or recoverable amount has occurred, the Company concludes that the additional consideration does not represent probable future economic benefit and therefore does not meet the definition of an asset. In accordance with ASC 360-10-35, previously recognized impairment losses are not reversed, and the carrying amount established at the most recent impairment measurement remains the cost basis against which recoverability is assessed. Consequently, if capitalizing the contingent consideration in these circumstances would require the immediate recognition of an offsetting impairment charge for the full amount capitalized, the Company records the settlement of such contingent consideration directly as an expense in the period the contingency is resolved.
| e. | Recent Accounting Standards |
As of September 30, 2026, there are no additional recently issued or adopted accounting standards that could have a material impact on these consolidated financial statements.
| f. | Contingent liabilities |
Certain conditions may exist as of the date the financial statements are issued, that may result in a loss to the Company but that will only be resolved when one or more future events occur or fail to occur. Such losses are disclosed as contingent liabilities if they are not both probable and reasonably estimable. Our management assesses such contingent liabilities and estimated legal fees, if any. Such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, our management evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.
Management’s best estimates regarding the restoration provisions are based on the current economic environment. Changes in estimates of contamination, restoration standards and restoration activities result in changes to provisions from period to period. Actual restoration provisions will ultimately depend on future market prices for future restoration obligations. Management has determined that the Company had no restoration obligations as of the acquisition dates of the mineral properties and as of September 30, 2026.
6
NOTE 3: Purchase consideration paid in advance, advance to parent of acquiree AND THE ACQUISITIONS
The Colombian Acquisition
Prior to the closing of the Colombia Acquisition, the Company paid $
Of the Common Shares issued to GCOM,
Under the terms of the agreement, the Company was required to provide an initial cash consideration of CAD$
The Company has accounted for this transaction as an asset acquisition as the fair value of the assets are concentrated in the mineral rights of the respective entities. The Company has recognized the assets acquired at the fair value of the liabilities assumed, cash paid and fair value of the equity instruments issued as consideration, as these fair values are more clearly evident and reliably measured. As the acquisition has not been treated as a business combination there is no corresponding goodwill, instead the amount of consideration will be allocated to the assets acquired, which consists of the mineral properties.
The purchase price allocation is as follows:
| Consideration: | ||||
| Initial Cash Consideration | $ | |||
| Purchase consideration paid in advance | ||||
| Additional consideration paid in advance | ||||
| Initial consideration shares | ||||
| Legal Costs | ||||
| Total Consideration | $ | |||
| Assets and Liabilities Assumed: | ||||
| Accounts payable and accruals | $ | |||
| Deferred tax liability | $ | |||
| Mineral Properties | $ | |||
7
The
Further, five days after the IPO the Company made payment of the First Deferred Cash Payment of $
The First Deferred Cash Payment as well as the Liquidity Event Shares were recognized as expenses during the period as a result of the fact that during the year ended December 31, 2024 the Company recognized an impairment on the Berlin asset, see Note 4. Including this consideration as an addition to the Berlin asset would have the effect of reversing the previous impairment, which is prohibited, accordingly, the Company recognized these costs as expenses.
On May 9, 2025, the Company made a payment of $
Further, of the $
The Argentina Acquisition
Consideration for the acquisition consists of
The Company has accounted for this transaction as an asset acquisition as the fair value of the assets are concentrated in the mineral rights of 2847312 Ontario Inc. The Company has recognized the assets acquired at the fair value of the liabilities assumed and fair value of the equity instruments issued as consideration as these fair values are more clearly evident and reliably measured. As the acquisition has not been treated as a business combination, there is no corresponding goodwill, instead, the amount of consideration has been allocated to the assets acquired, which consist of the mineral properties.
The purchase price allocation is as follows:
| Consideration: | ||||
| Initial Share Consideration | $ | |||
| Share Consideration - Listing Shares | ||||
| Total Consideration | $ | |||
| Assets and Liabilities Assumed: | ||||
| Cash acquired | $ | |||
| Prepaid and other assets | ||||
| Mineral Properties | $ | |||
8
The
Upon completion of the IPO, the Company issued the
The Top Up Shares were recognized as expenses during the period as a result of the fact that during the year ended December 31, 2024 the Company recognized an impairment on the Laguna Salada and Huemul assets, see Note 4. Including this consideration as an addition to the Laguna Salada and Huemul assets would have the effect of reversing the previous impairment, which is prohibited, accordingly, the Company recognized these costs as expenses.
NOTE 4: EXPLORATION AND EVALUATION ASSETS AND EXPENSES
The following is a summary of the carrying value of the acquisition costs and expenditures on the Company’s exploration and evaluation assets:
| Exploration and Evaluation Assets | Berlin (Colombia) | Laguna Salada and Huemul (Argentina) | Total | |||||||||
| Balance, December 31, 2024 | $ | $ | $ | |||||||||
| Mineral property impairment | — | — | — | |||||||||
| Balance, December 31, 2025 and September 30, 2026 | $ | $ | $ | |||||||||
During the period after acquisition of the respective mineral properties and December 31, 2024, the uranium spot price experienced a consistent decline month over month. As a result of that decline, the Company conducted an impairment test effective December 31, 2024. The Company retained an external valuations expert who evaluated the fair value of the mineral properties using both a cost approach and a market approach, which yielded values less than the original carrying value. As the properties are not often traded, the Company used the fair value determined by the cost approach, in which the primary input was the decline in the uranium spot price and long-term prices which constitute Level 3 inputs. For the Colombia properties the decline in uranium spot price used as an input was approximately
9
During the year ended December 31, 2025, and as at December 31, 2025, the uranium spot price recovered and has remained at consistent levels through September 30, 2026. Management performed a qualitative impairment assessment and concluded that a quantitative impairment analysis of the mineral properties was not required. Accordingly, there was no impairment of mineral properties during the year ended December 31, 2025 or the nine months ended September 30, 2026.
Exploration and Evaluation Expenses for the three months ended:
| Exploration and Evaluation Expenses | Berlin (Colombia) | Laguna Salada (Argentina) | Huemul (Argentina) | Period Ended September 30, 2026 | ||||||||||||
| Personnel | $ | $ | $ | $ | ||||||||||||
| Geological | ||||||||||||||||
| Land management | ||||||||||||||||
| Other | — | |||||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Exploration and Evaluation Expenses | Berlin (Colombia) | Laguna Salada (Argentina) | Huemul (Argentina) | Period Ended September 30, 2025 | ||||||||||||
| Personnel | $ | $ | — | $ | — | $ | ||||||||||
| Geological | — | — | ||||||||||||||
| Land management | ||||||||||||||||
| Other | — | |||||||||||||||
| $ | $ | $ | $ | |||||||||||||
Exploration and Evaluation Expenses for the nine months ended:
| Exploration and Evaluation Expenses | Berlin (Colombia) | Laguna Salada (Argentina) | Huemul (Argentina) | Period Ended September 30, 2026 | ||||||||||||
| Personnel | $ | $ | $ | $ | ||||||||||||
| Geological | ||||||||||||||||
| Land management | ||||||||||||||||
| Other | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Exploration and Evaluation Expenses | Berlin (Colombia) | Laguna Salada (Argentina) | Huemul (Argentina) | Period Ended September 30, 2025 | ||||||||||||
| Personnel | $ | $ | $ | $ | ||||||||||||
| Geological | — | — | ||||||||||||||
| Land management | ||||||||||||||||
| Other | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
All claims are subject to minimum expenditure commitments. The Company expects to incur the minimum expenditures to maintain the claims.
10
NOTE 5: PROPERTY AND EQUIPMENT
| September 30, 2026 | December 31, 2025 | |||||||
| Equipment | $ | $ | ||||||
| Accumulated depreciation | ||||||||
| Balance | $ | $ | ||||||
Depreciation for the three and nine month periods ended September 30, 2026 was $
NOTE 6: CONVERTIBLE DEBENTURE
On June 20, 2025, the Company finalized the terms of a convertible debenture with an existing shareholder in the amount of $
As a result of the adoption of ASU 2020-06 in the year ended December 31, 2024, having determined that the conversion option was not required to be accounted for separately under ASC 815-15 and that there was no substantial premium in the issuance of the convertible debenture, the Company has recognized the proceeds allocated entirely to the convertible debenture.
The Company’s convertible debenture was converted into
NOTE 7: EQUITY
| a. | Shares |
The Company executed subscription documents for
On February 11, 2026, the Company completed its IPO resulting in the issuance of
As a result of completing the IPO, the following transactions were completed:
| ● | The Company’s convertible debenture was converted into |
| ● |
| ● |
As of September 30, 2026 and December 31, 2025 the Company had an unlimited number of Common Shares authorized for issuance and
During the three months ended September 30, 2026,
11
On June 17, 2025, the Company received proceeds from the exercise of warrants. In total
The modification and new warrants fair value was determined using a Black-Scholes Model with the following inputs and results:
| Original Terms | Amended Terms | New Warrants | ||||||||||
| Grant Date | ||||||||||||
| Expiry | ||||||||||||
| Input Data | ||||||||||||
| Current Stock Price | $ | $ | $ | |||||||||
| Exercise Price | $ | $ | $ | |||||||||
| Term of Warrants | ||||||||||||
| Risk-Free Interest Rate | % | % | % | |||||||||
| Volatility | % | % | % | |||||||||
| Fair Value of Warrant | $ | $ | $ | |||||||||
| Modification benefit | $ | |||||||||||
| Number of warrants | ||||||||||||
| Value | $ | $ | ||||||||||
On July 15, 2025, a further
The modification and new warrants fair value was determined using a Black-Scholes Model with the following inputs and results:
| Original Terms | Amended Terms | New Warrants | ||||||||||
| Grant Date | ||||||||||||
| Expiry | ||||||||||||
| Input Data | ||||||||||||
| Current Stock Price | $ | $ | $ | |||||||||
| Exercise Price | $ | $ | $ | |||||||||
| Term of Warrants | ||||||||||||
| Risk-Free Interest Rate | % | % | % | |||||||||
| Volatility | % | % | % | |||||||||
| Fair Value of Warrant | $ | $ | $ | |||||||||
| Modification benefit | $ | |||||||||||
| Number of warrants | ||||||||||||
| Value | $ | $ | ||||||||||
12
Further, there were previously
The modification fair value was determined using a Black-Scholes Model with the following inputs and results:
| Original Terms | Amended Terms | |||||||
| Grant Date | ||||||||
| Expiry | ||||||||
| Input Data | ||||||||
| Current Stock Price | $ | $ | ||||||
| Exercise Price | $ | $ | ||||||
| Term of Warrants | ||||||||
| Risk-Free Interest Rate | % | % | ||||||
| Volatility | % | % | ||||||
| Fair Value of Warrant | $ | $ | ||||||
| Modification benefit | $ | |||||||
| Warrants | ||||||||
| Share-based compensation | $ | |||||||
On July 21, 2025, the Company agreed to a compensation package with a consultant overseeing the Argentinian properties setting their compensation for both before the IPO and after the IPO, the terms of which are not material. Further, as part of the agreement, the Company agreed to the following other key terms: issued
On September 5, 2025, the Company issued
| b. | Rights attached to shares: |
The Common Shares confer upon their holders’ voting rights and the right to participate in shareholders’ meetings, the right to share, on a per share pro rata basis, in Bonus Shares or Distributions (as defined in the Company’s Articles of Incorporation) as may be declared by the board of directors and approved by the shareholders, if required (out of funds legally available therefor), and the right to a share in excess assets upon liquidation of the Company – all as set forth in the Company’s Articles of Incorporation and in the Company’s Shareholders’ agreement.
| c. | Warrants |
| Number of Warrants | Weighted Average Exercise Price | Weighted Average Remaining Life | ||||||||||
| Outstanding warrants, December 31, 2024 (i) | $ | |||||||||||
| Exercised | ( | ) | $ | |||||||||
| Warrants – issued in units subscription | $ | |||||||||||
| Warrants – issued as inducement | $ | |||||||||||
| Outstanding warrants, September 30, 2025 | $ | |||||||||||
| Exercised | ( | ) | $ | |||||||||
| Warrants – issued as inducement | $ | |||||||||||
| Outstanding warrants, December 31, 2025 | $ | |||||||||||
| Issued – conversion of convertible debenture | $ | |||||||||||
| Exercised | ( | ) | $ | |||||||||
| Outstanding warrants, September 30, 2026 | $ | |||||||||||
| (i) |
13
| Weighted | ||||||||||||
| Average | ||||||||||||
| Expiry | Number of Warrants | Exercise Price | Remaining Life | |||||||||
| December 14, 2026 | $ | |||||||||||
| December 14, 2029 | $ | |||||||||||
| January 15, 2028 | $ | |||||||||||
| June 17, 2028 | $ | |||||||||||
| July 15, 2028 | $ | |||||||||||
| February 11, 2029 | $ | |||||||||||
| Outstanding warrants, September 30, 2026 | $ | |||||||||||
Under ASC Topic 815, the warrants are recorded as equity and included in additional paid-in capital.
| d. | Stock Options |
Pursuant to the Company’s stock option plan approved March 15, 2024, options may be granted to employees, directors or consultants of the Company and such options to purchase Common Shares will have an exercise price not less than the “fair market value” of a Common Share on the date of grant. The total number of Common Shares issuable pursuant to the option plan shall not exceed
The following table summarizes the stock option activity for the period ended September 30, 2026:
| Number of | Aggregate | Remaining | ||||||||||||||||
| Expiry | Options | Exercise | Intrinsic | Contractual | ||||||||||||||
| Grant Date | Date | Granted | Price | Value | Life | |||||||||||||
| March 15, 2024 | $ | $ | - | |||||||||||||||
| June 18, 2024 | $ | - | ||||||||||||||||
| June 30, 2024 | $ | - | ||||||||||||||||
| August 28, 2024 | $ | - | ||||||||||||||||
| September 25, 2024 | $ | - | ||||||||||||||||
| As of September 30, 2026 | $ | $ | - | |||||||||||||||
| Inputs into the Black-Scholes Model: | ||||||||||||||||||||
| Grant Date | ||||||||||||||||||||
| Share price | $ | $ | $ | $ | $ | |||||||||||||||
| Exercise price | $ | $ | $ | $ | $ | |||||||||||||||
| Term | ||||||||||||||||||||
| Risk-Free Interest Rate | % | % | % | % | % | |||||||||||||||
| Volatility | % | % | % | % | % | |||||||||||||||
14
Given the lack of historical trading data for the Common Shares, the volatility was estimated using comparable companies with publicly available volatility data. Also due to the lack of historical trading data, the share price was determined using the price of the most recent (relative to the grant date) arm’s length private placements to arrive at the $
During the period ended September 30, 2026, the Company recognized $nil (2025 - $
NOTE 8: RELATED PARTY TRANSACTIONS
The Company had the following related party transactions during the noted periods:
| Three Months Ended September 30, 2026 | Nine Months Ended September 30, 2026 | Accounts Payable - September 30, 2026 | ||||||||||
| Paid to the CEO | $ | $ | $ | |||||||||
| Paid to the CFO | $ | $ | $ | — | ||||||||
| Paid to the Executive Chairman | $ | $ | $ | — | ||||||||
| Paid to a law firm in which a director is a partner, for legal services – internal counsel and corporate secretary | $ | $ | $ | |||||||||
| Three Months Ended September 30, 2025 | Nine Months Ended September 30, 2025 | Accounts Payable - September 30, 2025 | ||||||||||
| Paid to a company controlled by the CEO | $ | $ | $ | |||||||||
| Paid to a company controlled by the CFO | $ | $ | $ | |||||||||
| Paid to the Executive Chairman | $ | $ | $ | |||||||||
| Paid to a law firm in which a director is a partner, for legal services – internal counsel and corporate secretary | $ | $ | $ | |||||||||
During the three and nine months ended September 30, 2026, directors were paid $
15
NOTE 9: SEGMENT INFORMATION
The Company operates in
The accounting policies are consistent with those described in the summary of significant accounting policies. The CODM evaluates performance and decides how to allocate resources based on net loss and the measure of segment assets is the consolidated total assets, and specifically, the consolidated value of mineral properties and consolidated cash and cash equivalents.
For the three months ended September 30:
| Period ended September 30, 2026 | Gaia Colombia and Berlin Colombia | 284 Ontario | Jaguar Uranium Corp. | Total | ||||||||||||
| General and administrative expenses (a) | $ | $ | $ | $ | ||||||||||||
| Legal and professional fees | — | |||||||||||||||
| Depreciation | — | — | ||||||||||||||
| Exploration and evaluation expenditures (see Note 4) | — | |||||||||||||||
| Interest and other (income) expense | ( | ) | — | ( | ) | ( | ) | |||||||||
| Foreign exchange (gain) loss | ||||||||||||||||
| Net loss before income tax expense (recovery) | $ | $ | $ | $ | ||||||||||||
| Reconciliation of profit or loss: | ||||||||||||||||
| Adjustments and reconciling items | — | — | — | — | ||||||||||||
| Consolidated net loss before income tax expense (recovery) | $ | $ | $ | $ | ||||||||||||
| (a) General and Administrative (G&A) expenses | Gaia Colombia and Berlin Colombia | 284 Ontario | Jaguar Uranium Corp. | Total | ||||||||||||
| Travel | $ | — | $ | — | $ | $ | ||||||||||
| Compensation | ||||||||||||||||
| Investor relations | — | — | ||||||||||||||
| Listing and filing fees | — | — | ||||||||||||||
| Other G&A | — | — | ||||||||||||||
| Total G&A | $ | $ | $ | $ | ||||||||||||
16
| Period ended September 30, 2025 | Gaia Colombia and Berlin Colombia | 284 Ontario | Jaguar Uranium Corp. | Total | ||||||||||||
| General and administrative expenses (a) | $ | $ | $ | $ | ||||||||||||
| Legal and professional fees | — | |||||||||||||||
| Depreciation | — | — | ||||||||||||||
| Exploration and evaluation expenditures (see Note 4) | — | |||||||||||||||
| Interest and other (income) expense | ( | ) | — | ( | ) | ( | ) | |||||||||
| Foreign exchange (gain) loss | ( | ) | ( | ) | ||||||||||||
| Net loss before income tax expense (recovery) | $ | $ | $ | $ | ||||||||||||
| Reconciliation of profit or loss: | ||||||||||||||||
| Adjustments and reconciling items | — | — | — | — | ||||||||||||
| Consolidated net loss before income tax expense (recovery) | $ | $ | $ | $ | ||||||||||||
| (a) General and Administrative (G&A) expenses | Gaia Colombia and Berlin Colombia | 284 Ontario | Jaguar Uranium Corp. | Total | ||||||||||||
| Travel | $ | — | $ | — | $ | $ | ||||||||||
| Compensation | ||||||||||||||||
| Other G&A | — | — | ||||||||||||||
| Total G&A | $ | $ | $ | $ | ||||||||||||
For the nine months ended September 30:
| Period ended September 30, 2026 | Gaia Colombia and Berlin Colombia | 284 Ontario | Jaguar Uranium Corp. | Total | ||||||||||||
| General and administrative expenses (a) | $ | $ | $ | $ | ||||||||||||
| Legal and professional fees | — | |||||||||||||||
| Depreciation | — | — | ||||||||||||||
| Exploration and evaluation expenditures (see Note 4) | — | |||||||||||||||
| Interest and other (income) expense | ( | ) | — | ( | ) | ( | ) | |||||||||
| Liquidity event deferred cash payment | — | — | ||||||||||||||
| Liquidity event and listing event shares | — | — | ||||||||||||||
| Foreign exchange (gain) loss | ||||||||||||||||
| Net loss before income tax expense (recovery) | $ | $ | $ | $ | ||||||||||||
| Reconciliation of profit or loss: | ||||||||||||||||
| Adjustments and reconciling items | — | — | — | — | ||||||||||||
| Consolidated net loss before income tax expense (recovery) | $ | $ | $ | $ | ||||||||||||
17
| (a) General and Administrative (G&A) expenses | Gaia Colombia and Berlin Colombia | 284 Ontario | Jaguar Uranium Corp. | Total | ||||||||||||
| Travel | $ | — | $ | — | $ | $ | ||||||||||
| Compensation | ||||||||||||||||
| Investor relations | — | — | ||||||||||||||
| Listing and filing fees | — | — | ||||||||||||||
| Other G&A | — | — | ||||||||||||||
| Total G&A | $ | $ | $ | $ | ||||||||||||
| Period ended September 30, 2025 | Gaia Colombia and Berlin Colombia | 284 Ontario | Jaguar Uranium Corp. | Total | ||||||||||||
| General and administrative expenses (a) | $ | $ | $ | $ | ||||||||||||
| Legal and professional fees | — | |||||||||||||||
| Depreciation | — | — | ||||||||||||||
| Exploration and evaluation expenditures (see Note 4) | — | |||||||||||||||
| Interest and other (income) expense | ( | ) | — | |||||||||||||
| Foreign exchange (gain) loss | ( | ) | ( | ) | ||||||||||||
| Net loss before income tax expense (recovery) | $ | $ | $ | $ | ||||||||||||
| Reconciliation of profit or loss: | ||||||||||||||||
| Adjustments and reconciling items | — | — | — | — | ||||||||||||
| Consolidated net loss before income tax expense (recovery) | $ | $ | $ | $ | ||||||||||||
| (a) General and Administrative (G&A) expenses | Gaia Colombia and Berlin Colombia | 284 Ontario | Jaguar Uranium Corp. | Total | ||||||||||||
| Travel | $ | — | $ | — | $ | $ | ||||||||||
| Compensation | ||||||||||||||||
| Other G&A | — | — | ||||||||||||||
| Total G&A | $ | $ | $ | $ | ||||||||||||
| As at September 30, 2026 | Gaia Colombia and Berlin Colombia | 284 Ontario | Jaguar Uranium Corp. | Total | ||||||||||||
| Mineral properties | $ | $ | $ | — | $ | |||||||||||
| Property and equipment | — | — | ||||||||||||||
| Total Long-Lived Assets | $ | $ | $ | — | $ | |||||||||||
| As at December 31, 2025 | Gaia Colombia and Berlin Colombia | 284 Ontario | Jaguar Uranium Corp. | Total | ||||||||||||
| Mineral properties | $ | $ | $ | — | $ | |||||||||||
| Property and equipment | — | — | ||||||||||||||
| Total Long-Lived Assets | $ | $ | $ | — | $ | |||||||||||
NOTE 10: SUBSEQUENT EVENTS
On October 29, 2026, the Company granted
18
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially from our management’s expectations. See “Cautionary Note Regarding Forward-Looking Statements” contained above in this Quarterly Report on Form 10-Q. The Company assumes no obligation to update any of these forward-looking statements, unless required to do so by applicable law.
Unless the context otherwise requires, a reference to a “Note” herein refers to the accompanying Notes to Condensed Consolidated Financial Statements (Unaudited) contained in Part I, “Item 1. Financial Statements.”
Overview
Jaguar Uranium Corp. (the “Company” or “Jaguar Uranium”) is a uranium exploration and development company focused on uranium discoveries. We are a junior miner engaged in uranium exploration. Our portfolio is comprised of two (2) uranium exploration projects in Argentina and one (1) uranium exploration project in Colombia.
We maintain significant land holdings in Colombia and Argentina, which offer substantial exploration potential. Our properties are located within mining-friendly jurisdictions and are supported by established infrastructure. In October 2026, we announced our first mineral resource estimate, for the Laguna Salada deposit (see “Recent Developments” below), and we intend to carry out exploration programs to expand and upgrade resources across our portfolio
We control significant areas in one district in Colombia referred to as the Berlin Project. In Argentina, we control concessions in the Chubut Province titled Laguna Salada and La Rosada, and in the Mendoza Province titled Huemul. The areas controlled by the Company are known to have uranium indications as well as rare earth metals and base metals, specifically copper in the Huemul Project. Following the incorporation of the Company in December 2022, the Berlin Project was acquired by the Company in April 2024 and the Argentina Projects were acquired in July 2024.
We are led by a management team with experience across the natural resources sector, including permitting, corporate finance, resource extraction, and are supported by a well-respected board of directors with involvement in both uranium and broader natural resources sectors worldwide. We are currently executing studies across our properties to allow for an exploration program which will include trenching, sampling, drilling and pilot testing.
We have not yet generated any income. Total operating expenses for the three and nine months ended September 30, 2026 were $1,452,768 and $3,917,118, respectively, including $369,450 and $669,400 in legal and professional fees (including legal fees, auditor fees, and accounting fees); $819,629 and $2,597,725 in general and administrative expenses; $258,585 and $636,342 in exploration and evaluation expenditures; and, $5,104 and $13,651 in depreciation. Total operating expenses for the three and nine months ended September 30, 2025 were $563,625 and $1,503,010, respectively, including $102,693 and $250,622 in legal and professional fees (including legal fees, auditor fees, and accounting fees); $338,473 and $1,001,737 in general and administrative expenses; $121,034 and $246,730 in exploration and evaluation expenditures; and, $1,425 and $3,921 in depreciation.
To date, our ongoing operations have been financed by the sale of equity securities by way of private placements and the proceeds of our initial public offering that was consummated on February 11, 2026 (the “IPO”). We believe that we will be able to secure additional financings in the future, but there can be no assurance that such financing will be available to us in sufficient amounts, on attractive terms, on a timely basis, or at all.
19
During the balance of 2026, we anticipate that we will continue our exploration and development of mineral interests and secure and maintain title to properties with the goal of achieving future profitable production. There is no assurance that we will succeed in this endeavor, achieve revenues in the future, achieve revenues that exceed the cost of our expenses in the future, or generate a profit, taking into account our expenses.
Recent Developments
Laguna Salada Mineral Resource Estimate. On October 13, 2026, we announced an independent mineral resource estimate for our Laguna Salada uranium-vanadium project in Chubut Province, Argentina, prepared in accordance with Subpart 1300 of Regulation S-K (“S-K 1300”), with an effective date of October 5, 2026. The mineral resource estimate comprises 21.1 million tonnes of Indicated mineral resources at an average grade of 90 ppm U₃O₈ and 665 ppm V₂O₅, containing approximately 4.2 million pounds of U₃O₈ and 31.1 million pounds of V₂O₅, and 34.0 million tonnes of Inferred mineral resources at an average grade of 137 ppm U₃O₈ and 755 ppm V₂O₅, containing approximately 10.1 million pounds of U₃O₈ and 57.3 million pounds of V₂O₅. No Measured mineral resources have been classified. The mineral resources are reported using a net smelter return cut-off value of $12.08 per tonne, based on, among other assumptions, a uranium price of $84 per pound U₃O₈ and a vanadium price of $5.30 per pound V₂O₅.
The mineral resource estimate was prepared under the direction of Simon Mortimer (FAIG) of Atticus Geoscience Consulting Ltd., a qualified person, and is supported by a technical report summary titled “S-K 1300 Mineral Resource Estimate on the Laguna Salada Uranium-Vanadium Deposit and Technical Report Summary for the Laguna Salada Uranium-Vanadium Project,” dated October 16, 2026, with an effective date of October 5, 2026, authored by Scott Jobin-Bevans, P.Geo., Ph.D., PMP, and Simon J.A. Mortimer, FAIG, M.Sc., each a qualified person as defined in S-K 1300, which was filed as Exhibit 96.1 to our Current Report on Form 8-K filed with the SEC on October 19, 2026. Mineral resources are not mineral reserves and do not have demonstrated economic viability. Inferred mineral resources have a lower level of geological confidence than Indicated mineral resources and may not be converted to mineral reserves. Although it is reasonably expected that the majority of the Inferred mineral resources could be upgraded to Indicated mineral resources with continued exploration, there is no certainty that further exploration will result in an upgrade in classification. We have not declared any mineral reserves on any of our properties.
Results of Operations
The following financial data is derived from, and should be read in conjunction with the quarterly financial statements. A summary of the Company’s operating results for the three and nine months ended September 30, 2026 and 2025 are as follows:
| Three months ended September 30, 2026 | Three months ended September 30, 2025 | Nine months ended September 30, 2026 | Nine months ended September 30, 2025 | |||||||||||||
| REVENUE | $ | — | $ | — | $ | — | $ | — | ||||||||
| OPERATING EXPENSES: | ||||||||||||||||
| General and administrative expenses | 819,629 | 338,473 | 2,597,725 | 1,001,737 | ||||||||||||
| Legal and professional fees | 369,450 | 102,693 | 669,400 | 250,622 | ||||||||||||
| Depreciation | 5,104 | 1,425 | 13,651 | 3,921 | ||||||||||||
| Exploration and evaluation expenditures | 258,585 | 121,034 | 636,342 | 246,730 | ||||||||||||
| TOTAL OPERATING EXPENSES | 1,452,768 | 563,625 | 3,917,118 | 1,503,010 | ||||||||||||
| OTHER INCOME AND EXPENSES | ||||||||||||||||
| Interest and other (income) expense | (166,915 | ) | (423 | ) | (409,305 | ) | 683 | |||||||||
| Foreign exchange (gain) loss | 105,278 | (8,630 | ) | 158,239 | (6,643 | ) | ||||||||||
| Liquidity event deferred cash payment | — | — | 720,700 | — | ||||||||||||
| Liquidity event and listing event shares | — | — | 17,747,028 | — | ||||||||||||
| NET LOSS AND COMPREHENSIVE LOSS | $ | 1,391,131 | $ | 554,572 | $ | 22,133,780 | $ | 1,497,050 | ||||||||
20
The following is an analysis of the Company’s operations for the three and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025. Significant items contributing to the loss incurred during such period were as follows:
| ● | General and administrative expenses: |
| General and Administrative (G&A) expenses | Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | ||||||||||||
| Travel | $ | 18,826 | $ | 1,483 | $ | 102,428 | $ | 8,411 | ||||||||
| Compensation | 415,066 | 334,019 | 1,726,050 | 979,012 | ||||||||||||
| Investor relations | 234,523 | — | 499,119 | — | ||||||||||||
| Listing and filing fees | 148,522 | — | 262,970 | — | ||||||||||||
| Other G&A | 2,692 | 2,971 | 7,158 | 14,314 | ||||||||||||
| Total G&A | $ | 819,629 | $ | 338,473 | $ | 2,597,725 | $ | 1,001,737 | ||||||||
| The increase in these expenses is due to the following: compensation increased as a result of the liquidity event bonuses, which were contractually due to management upon the IPO and amounted to $525,000; investor relations expenses were previously not incurred until the completion of the IPO and the Company retained several service providers to provide services including online marketing, interviews and other coverage; listing and filing fees increased as a result of fees paid to our filing agent, which were previously not required to be paid and included several amounts that were due upon the IPO. | ||
| ● | Legal and professional fees for the three and nine months ended September 30, 2026 were $369,450 and $669,400, respectively, compared to $102,693 and $250,622 for the three and nine months ended September 30, 2025, respectively. The three and nine months professional fees mainly consisted of the following respective amounts: $12,655 and $187,847 of audit and accounting fees (September 30, 2025 - $70,992 and $129,914); $341,478 and $438,356 of legal fees (September 30, 2025 - $16,098 and $46,215), which primarily relate to fees paid for securities counsel as part of pursuing the filing of a non-offering prospectus in Canada and a registration statement with the SEC and other matters related to the IPO, as well as ordinary corporate counsel fees. The increase in legal and professional costs is partially offset by $8,500 and $67,000 of compensation costs for consulting related to the CFO, which were included in professional fees in the prior period, whereas in the current period the CFO was on payroll, which was included in General and Administrative expenses. |
| ● | Exploration and evaluation expenditures: |
For the three months ended September 30,
| Exploration and Evaluation Expenses | Berlin (Colombia) | Laguna Salada (Argentina) | Huemul (Argentina) | Period Ended September 30, 2026 | ||||||||||||
| Personnel | $ | 114,081 | $ | 29,571 | $ | 19,407 | $ | 163,059 | ||||||||
| Geological | 15,008 | 229 | 1,796 | 17,033 | ||||||||||||
| Land management | 2,493 | 10,685 | 37,308 | 50,486 | ||||||||||||
| Other | 26,587 | 1,420 | — | 28,007 | ||||||||||||
| $ | 158,169 | $ | 41,905 | $ | 58,511 | $ | 258,585 | |||||||||
| Exploration and Evaluation Expenses | Berlin (Colombia) | Laguna Salada (Argentina) | Huemul (Argentina) | Period Ended September 30, 2025 | ||||||||||||
| Personnel | $ | 76,876 | $ | — | $ | — | $ | 76,876 | ||||||||
| Geological | 10,095 | — | — | 10,095 | ||||||||||||
| Land management | 4,515 | 23,547 | 5,271 | 33,333 | ||||||||||||
| Other | — | 365 | 365 | 730 | ||||||||||||
| $ | 91,486 | $ | 23,912 | $ | 5,636 | $ | 121,034 | |||||||||
21
For the nine months ended September 30,
| Exploration and Evaluation Expenses | Berlin (Colombia) | Laguna Salada (Argentina) | Huemul (Argentina) | Period Ended September 30, 2026 | ||||||||||||
| Personnel | $ | 207,273 | $ | 69,104 | $ | 61,231 | $ | 337,608 | ||||||||
| Geological | 22,840 | 1,844 | 15,222 | 39,906 | ||||||||||||
| Land management | 14,265 | 36,934 | 157,218 | 208,417 | ||||||||||||
| Other | 29,949 | 5,846 | 14,616 | 50,411 | ||||||||||||
| $ | 274,327 | $ | 113,728 | $ | 248,287 | $ | 636,342 | |||||||||
| Exploration and Evaluation Expenses | Berlin (Colombia) | Laguna Salada (Argentina) | Huemul (Argentina) | Period Ended September 30, 2025 | ||||||||||||
| Personnel | $ | 125,837 | $ | 154 | $ | 157 | $ | 126,148 | ||||||||
| Geological | 10,095 | — | — | 10,095 | ||||||||||||
| Land management | 35,170 | 52,173 | 18,225 | 105,568 | ||||||||||||
| Other | 226 | 2,676 | 2,017 | 4,919 | ||||||||||||
| $ | 171,328 | $ | 55,003 | $ | 20,399 | $ | 246,730 | |||||||||
Exploration and evaluation (“E&E”) expenses have increased across all periods as the Company completed its IPO in February 2026 and was able to commence preliminary E&E activity, whereas previously the costs incurred were kept to the minimum amounts required to keep the properties in good standing.
| ● | Personnel costs consist of the payments made to the consultants, who are managing the Company’s operations in Colombia and Argentina. |
| ● | Geological costs consist of the payments made to contractors who prepare the work plan for our properties, including surface geological exploration, subsoil exploration, geological assessment and modelling and financial and market analysis. |
| ● | Land management costs consist of the costs related to keeping the claims in good standing with regulators and other claim management costs. |
| ● | Other costs consist of general operating costs, such as travel, small equipment rentals, and other miscellaneous costs. |
For clarity, the amounts shown above do not reflect field-based exploration activities. Rather, these amounts relate primarily to preparatory exploration and evaluation activities, including planning, geological assessments and regulatory compliance activities. Following the completion of the Company’s IPO in February 2026, the Company commenced field-based exploration activities, including at the Laguna Salada and Huemul projects.
| ● | Other Income and Expenses |
Interest and other income consists primarily of interest earned on the IPO net proceeds held in cash equivalents and short-term investments, including accrued income on short-term investments of $158,015 for the nine months ended September 30, 2026.
Foreign exchange is due primarily to fluctuations in the exchange rate on CAD denominated accounts payable and, for the three and nine months ended September 30, 2026, fluctuations in the Colombian peso on balances held by the Company’s Colombian branches.
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On completion of the IPO the Company issued an additional 3,836,757 Liquidity Event Shares to GCOM related to the Colombia Acquisition, which were valued at the IPO price of $4, resulting in $15,347,028 of value attributable to the Liquidity Event Shares, which has been recognized in the condensed consolidated interim statements of operations as Liquidity Event and Listing Event Shares as a component of Other Income and Expenses. The Company also made the First Deferred Cash Payment of $720,700 (CAD$1,000,000), which was due within five days of completing the Listing Event and is included in the condensed consolidated interim statements of operations as Liquidity Event Deferred Cash Payment as a component of Other Income and Expenses.
Further, as the share price of the Common Shares as of the IPO was $4 and the closing of the IPO was past the first anniversary of the closing date of the Argentina Acquisition, the Company issued an additional 600,000 Top Up Shares which were valued at the IPO share price of $4, resulting in $2,400,000 of value attributable to the Top Up Shares, which has been recognized in the condensed consolidated interim statements of operations as Liquidity Event and Listing Event Shares as a component of Other Income and Expenses.
Liquidity and Capital Resources
A summary and discussion of our cash inflows and outflows are as follows:
Operating Activities
For the nine months ended September 30, 2026 and 2025, the Company used $4,788,777 and $721,268, respectively, in operations. The primary driver of the increase is the overall increase in net loss to $22,133,780 for the nine months ended September 30, 2026 (2025 - $1,497,050), which is offset primarily by the non-cash share-based payments of $17,747,028 for the nine months ended September 30, 2026 (2025 - $595,488), principally due to the Liquidity Event and Listing Event Shares. Cash used in operations also reflects the Liquidity Event Deferred Cash Payment of $720,700, as noted above, the increases in expenses discussed in the foregoing discussion of the Results of Operations, and the deduction of $158,015 of non-cash accrued income on short-term investments. Further, having received the IPO proceeds, the Company was able to make payments on a significant amount of the outstanding accounts payable, resulting in a reduction of accounts payable and other liabilities of $207,394. Finally, there was $42,182 of cash used in prepaid expenses, primarily related to prepaid investor relations services that will be incurred in the coming months.
Investing activities
Investing activities for the nine months ended September 30, 2026, constituted the investment of the IPO proceeds into short-term investments and redemption of $1,400,000 of those short-term investments to fund operations, including our E&E expenses during the period, as well as maturity of $8,000,000 of those short-term investments, which will be subsequently reinvested, as well as the purchase of property and equipment of $16,860.
Financing activities
Financing activities for the nine months ended September 30, 2026, provided cash, offsetting the above uses of cash, amounting to $22,745,000 which consisted of the net proceeds from the IPO of $22,675,000 and $70,000 from the exercise of warrants, whereas for the nine months ended September 30, 2025 the Company received $350,000 of cash from the issuance of units, $150,000 from the issuance of a convertible debenture and $423,000 from the exercise of warrants.
Cash Resources and Going Concern
We have no revenue generating operations from which we can internally generate funds. To date, our ongoing operations have been financed by the sale of our equity securities by way of private placements and the proceeds of the IPO, which resulted in the receipt of net proceeds of $22.7 million. We believe that we will be able to secure additional financings in the future, but there can be no assurance that such financing will be available to us in sufficient amounts, on attractive terms, on a timely basis, or at all. This situation is unlikely to change until such time as we can develop a bankable feasibility study on one of our properties. When acquiring an interest in mineral properties through purchase or option, we will sometimes issue Common Shares to the vendor or optionee of the property as partial or full consideration for the property interest in order to conserve our cash.
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The continuing operations of the Company are dependent upon obtaining necessary financing to meet our commitments as they come due, to finance future exploration and development of mineral interests and to secure and maintain title to properties and upon future profitable production.
As of September 30, 2026, we had cash and cash equivalents of $8,421,807 and short-term investments of $9,758,015, for a total of $18,179,822, and working capital of $17,574,058. Based on our current budget for anticipated exploration programs, workforce expansion and general corporate activities such as legal counsel, accounting, investor relations and other typical expenditures, we believe that our existing cash, cash equivalents and short-term investments will be sufficient to fund our capital requirements for at least the next 12 months from the date of this Quarterly Report on Form 10-Q. The categories of expenditures expected by the Company are exploration expenditures and property maintenance fees, general administrative expenses and working capital and general corporate purposes. We expect that we will operate at a loss for the foreseeable future and believe our current cash, cash equivalents and short-term investments will be sufficient for us to maintain our currently held properties and fund our currently anticipated general and administrative costs over that period. In any event, we will be required to raise additional funds through future financings in order to continue our business. Should such financing not be available in that time-frame or on reasonable and acceptable terms to us, we will be required to reduce our operating activities.
Despite our success to date in raising capital to fund our operations, there remains uncertainty that we will be able to secure any additional financing in the current or future equity markets. See the information under the heading “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on March 27, 2026 for more information. Failure to obtain additional financing could have a material adverse effect on our financial condition and results of operation and could cast uncertainty on our ability to continue as a going concern.
Mineral Property Obligations
We hold our property rights through the following mining leases and option agreements.
Berlin Project
On April 9, 2024, we acquired a 100% indirect interest in the Berlin Project pursuant to the share purchase agreement with GCOM dated December 8, 2023 (the “Berlin Project SPA”). Pursuant to the Berlin Project SPA, we acquired all of the issued and outstanding shares of Gaia BVI from GCOM on April 9, 2024 in consideration of (a) an initial cash payment to GCOM of CAD$20,000, (b) the issuance to GCOM of 1,211,687 Common Shares, and (c) the grant of the Berlin Royalty to GCOM pursuant to the Royalty Agreement dated April 8, 2024.
Pursuant to the Berlin Project SPA, as additional consideration for the purchase of all of the issued and outstanding shares of Gaia Energy, we will no later than 30 days after the commencement of commercial production at the Berlin Project, pay Green Shift a third cash payment of CAD$5 million (referred to in Note 3 as the Second Deferred Cash Payment). We have previously:
| (a) | paid to GCOM the First Deferred Cash Payment of CAD$1 million; and |
| (b) | issued to GCOM such number of Common Shares that would result in GCOM owning an aggregate 25% of the issued and outstanding Common Shares (after giving effect to both the issuance to GCOM and the completion of the Liquidity Event) at the price per share equal to the IPO price. |
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Argentina Projects
On July 19, 2024, we acquired 284 Ontario, which held a 100% indirect interest in the Laguna Salada and Huemul Projects in Argentina (collectively the “Argentina Projects”) pursuant to the terms of the share purchase agreement with Consolidated Uranium Inc. (“Consolidated Uranium”), a subsidiary of IsoEnergy Ltd. (“IsoEnergy”) (the “Argentina Projects SPA”). Pursuant to the Argentina Projects SPA, we acquired all of the issued and outstanding shares of 284 Ontario from Consolidated Uranium on July 19, 2024 (the “Argentina Projects Closing Date”) in consideration of (a) the issuance to Consolidated Uranium of 2,000,000 Common Shares, (b) the grant of the Huemul II Royalty to Consolidated Uranium pursuant to the Huemul II Royalty Agreement; and (c) the grant of the Laguna Project Royalty to Consolidated Uranium pursuant to the Laguna Project Royalty Agreement. Pursuant to the terms of the Laguna Project Royalty Agreement, we have the option to repurchase one-half (1.0%) of the Laguna Project Royalty for a period of seven years from the Argentina Projects Closing Date for $2,500,000. Pursuant to the terms of the Huemul II Royalty Agreement, Consolidated Uranium retained the Huemul Option that extends the royalty to cover both the Huemul I and Huemul II Properties, in exchange for a payment of $1.0 million to the Company, provided the payment is made prior to the execution of the Huemul I Buy Back Right Assignment Agreement. On March 10, 2025, the Huemul I Buy Back Right Assignment Agreement was executed, and the Existing Huemul I Buy Back Right was assigned to Consolidated Uranium, resulting in the immediate termination of the Huemul Option.
Prior to the execution of the Argentina Projects SPA, 284 Ontario had entered into two net smelter return royalty agreements: Existing Huemul Royalty Agreement I and Existing Huemul Royalty Agreement II, both dated July 31, 2023. Pursuant to the Existing Huemul Royalty Agreement I, 284 Ontario granted Minera Agauca S.A. a 2.0% net smelter return royalty on all future production from specific concessions of the Huemul Project, namely Cateo Huemul Norte, Cateo Huemul Sur, Mina Huemul, MD Silvana, and MD Cerro Butalo. Under the terms of this agreement, 284 Ontario had the Existing Huemul I Buy Back Right, which has been assigned to Consolidated Uranium on March 10, 2025. Pursuant to the Existing Huemul Royalty Agreement II, 284 Ontario granted NewEra Metal Resources Ltd. and Mr. Guillermo Wild Ceruzzi a 1.0% net smelter return royalty on future production from the MD Mirano Norte and MD Carmencita concessions within the Huemul Project. This agreement grants 284 Ontario the exclusive and irrevocable one-time right to repurchase the entire 1.0% royalty for a payment of $400,000, which can be exercised at any time, subject to a 15-day notice requirement.
Pursuant to the Argentina Projects SPA, as additional consideration for the purchase of all of the issued and outstanding shares of 284 Ontario, we have issued to Consolidated Uranium 400,000 Listing Shares. Further, we have also issued to Consolidated Uranium 600,000 Top Up Shares, being the number of Common Shares required to reflect a $12,000,000 valuation of the Argentina Projects at the IPO price of $4.00.
Pursuant to the Argentina Projects SPA, we have acquired a 100% indirect interest in the Sierra Pintada Project, in addition to the Argentina Projects. The Sierra Pintada Project consists of 15 claims that grant us rights solely to explore for specified minerals; no rights to mine any minerals have been conferred. To date, no material exploration work has been conducted on the Sierra Pintada Project, and we have no current plans to initiate exploration or development activities. Accordingly, the Sierra Pintada Project remains, and is expected to remain for the foreseeable future, in an initial exploration stage, with no drilling or geological data to support potential mineral findings, nor any economic assessments to indicate value. The Sierra Pintada Project is not anticipated to impact our business operations, cash flow, or asset valuation in the foreseeable future. We do not claim any mineral resources or reserves on the Sierra Pintada Project at this time, and there is no certainty that mineralized material will be discovered.
In connection with the Argentina Projects SPA, we entered into an investor rights agreement with IsoEnergy (the “IsoEnergy IRA”). Pursuant to the IsoEnergy IRA, IsoEnergy is entitled to participate in future equity financings, including the issuance of equity securities or securities convertible into or exercisable for equity securities in any public or private offering, on terms consistent with those offered to other investors, subject to certain exceptions, including issuances of securities (a) under the Company’s existing or future share-based incentive plans, (b) upon the exercise or conversion of previously issued convertible or exchangeable securities, (c) in connection with acquisitions, business combinations, or other asset transactions, and (d) through a rights offering made available to all shareholders.
IsoEnergy was also entitled to nominate one director to our board of directors following the IPO. The nominee, who may be a director or officer of IsoEnergy, is not required to meet independence criteria. We are required to take all necessary steps to ensure the appointment of IsoEnergy’s nominee to our board of directors.
The IsoEnergy IRA will terminate when IsoEnergy’s ownership percentage in the Company falls below 5%. Upon termination, all rights and obligations under the agreement will cease.
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Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Basis of Presentation
The accompanying unaudited condensed consolidated interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the U.S. and the rules and regulations of the U.S. Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, shareholders’ equity, or cash flows. It is management’s opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K filed with the SEC on March 27, 2026, which contains the annual audited consolidated financial statements and notes thereto, together with the Management’s Discussion and Analysis, for the year ended December 31, 2025. The interim results for the period ended September 30, 2026 are not necessarily indicative of the results for the full fiscal year.
Recently Adopted Accounting Pronouncements
As of September 30, 2026, there are no additional recently issued or adopted accounting standards that could have a material impact on these unaudited condensed consolidated interim financial statements.
Critical Accounting Estimates
A summary of significant accounting policies of the Company is presented in Note 2 of the unaudited condensed consolidated interim financial statements for the period ended September 30, 2026. The financial statements and notes are representations of our management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles under U.S. GAAP and have been consistently applied in the preparation of the financial statements.
The below discussion highlights the estimates having the greatest impact on the respective financial statements:
Use of estimates in the preparation of financial statements
The preparation of the Company’s financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of liabilities and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. On an ongoing basis, the Company evaluates estimates used, which include, but are not limited to the: valuation of stock-based compensation; share-based consideration for acquisitions; and, the impairment of long-lived assets, including mineral properties.
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Contingent liabilities
Certain conditions may exist as of the date the financial statements are issued, that may result in a loss to the Company but that will only be resolved when one or more future events occur or fail to occur. Such losses are disclosed as contingent liabilities if it’s not both probable and reasonably estimable. Our management assesses such contingent liabilities and estimated legal fees, if any. Such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings. Our management evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.
Management’s best estimates regarding the restoration provisions are based on the current economic environment. Changes in estimates of contamination, restoration standards and restoration activities result in changes to provisions from period to period. Actual restoration provisions will ultimately depend on future market prices for future restoration obligations. Management has determined that the Company has no restoration obligations on acquisition of the mineral properties and as at September 30, 2026.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures: Our management carried out, as of September 30, 2026, with the participation of our President and Chief Executive Officer and our Chief Financial Officer, an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, our President and Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2026, our disclosure controls and procedures were effective to provide reasonable assurance that material information required to be disclosed by us in reports we file under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our President and Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting: There were no changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the fiscal quarter ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
There is no material litigation, arbitration or governmental proceeding currently pending against the Company or any member of our management team in their capacity as such.
Item 1A. Risk Factors
There have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales of Equity Securities. During the three months ended September 30, 2026, the Company issued 70,000 Class A common shares to Coronation Street Capital Inc. an existing shareholder upon the exercise of 70,000 warrants at an exercise price of $1.00 per share, for aggregate cash proceeds of $70,000. No underwriter or placement agent was involved, and no underwriting discounts or commissions were paid. The shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), Regulation S under the Securities Act and Section 3(a)(9) of the Securities Act, on the basis that the holder was a non-U.S. persons and the warrants were originally issued in a private placement. The Company used the proceeds for general working capital purposes.
Use of Proceeds from Initial Public Offering. On February 11, 2026, we completed our initial public offering (the “IPO”) of 6,250,000 Class A common shares at a public offering price of $4.00 per share. The offer and sale of the shares were registered under the Securities Act pursuant to our registration statement on Form S-1 (File No. 333-292006), which was declared effective by the SEC on January 30, 2026. The offering commenced on February 9, 2026 and terminated on February 11, 2026 upon the sale of all of the shares offered in the IPO. Titan Partners, a division of American Capital Partners, acted as sole bookrunner for the offering.
We received gross proceeds of $25.0 million from the IPO. After deducting underwriting discounts and commissions of $1.875 million and offering expenses of approximately $450,000, we received net proceeds of approximately $22.7 million.
From the closing of the IPO through September 30, 2026, we used approximately $4.5 million of the net proceeds for exploration and evaluation activities and property maintenance ($0.6 million), general and administrative expenses ($2.6 million), the First Deferred Cash Payment to GCOM ($0.7 million), and working capital and other general corporate purposes ($0.6 million). As of September 30, 2026, approximately $18.2 million of the net proceeds remained unused and was held in cash, cash equivalents and short-term investments.
No payments from the net proceeds were made, directly or indirectly, to any of our directors or officers or their associates, to persons owning 10% or more of any class of our equity securities or to any of our affiliates, other than the liquidity event bonuses, which were contractually due to management upon the IPO and amounted to $0.5 million and past due compensation, which was included in accounts payable of $0.5 million and finally, the First Deferred Cash Payment of $0.7 million paid to GCOM. There has been no material change in the planned use of proceeds from that described in our final prospectus filed with the SEC pursuant to Rule 424(b)(4) on February 11, 2026.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Rule 10b5-1 Trading Plans
The Company’s executive officers and directors may from time to time enter into plans or arrangements for the purchase or sale of its common shares that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. During the three months ended September 30, 2026, no officers or directors of the Company
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Item 6. Exhibits
| Exhibit | Description | |
| 10.1*# | Jaguar Uranium Corp. 2025 Equity Incentive Plan, as amended (approved by shareholders on September 22, 2026). | |
| 31.1* | Certification of the Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2* | Certification of the Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1** | Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 32.2** | Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS | Inline XBRL Instance Document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| * | Filed herewith |
| ** | Furnished herewith. |
| # | Indicates a management contract or compensatory plan or arrangement. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| JAGUAR URANIUM CORP. | |
| /s/ Steven Gold | |
| Steven Gold President, Chief Executive Officer and Director (Principal Executive Officer) | |
| /s/ William Avery | |
| William Avery Chief Financial Officer (Principal Financial and Accounting Officer) | |
| Date: November 12, 2026 |
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