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Eagle Nuclear Energy Corp., together with Spring Valley Acquisition Corp. II, reports that the SEC has declared effective the Registration Statement on Form F-4 for their proposed business combination with Eagle Energy Metals Corp. and New Eagle. SVII has also filed a definitive proxy statement and will mail it to common stockholders of record as of January 5, 2026 to solicit votes on the transaction.
Spring Valley Acquisition Corp. II is asking shareholders to approve a merger with Eagle Energy Metals Corp., creating Eagle Nuclear Energy Corp. as the public company. Eagle stockholders would receive 23,350,000 shares of New Eagle common stock.
The deal includes a $29.7 million PIPE in New Eagle preferred stock and 2,500,000 PIPE warrants, conversion of sponsor loans into 2,050,000 private warrants, and several share transfers, including 1,600,000 shares to Aurora Energy for the Oregon Energy acquisition and 300,000 shares to a service provider.
Assuming no further redemptions and full preferred conversion, New Eagle could have up to 33,763,278 common shares and 23,050,000 warrants outstanding. Public shareholders may redeem their shares for cash (illustratively about $11.91 per share), with ownership and tangible book value changing materially under different redemption levels.