Frontier Nuclear & Minerals Inc 6-K, filed Aug 21, 2026
Frontier Nuclear & Minerals Inc. (FNUC)
About this 6-K
Frontier Nuclear & Minerals Inc filed this 6-K on August 21, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2026
Commission File Number:
(Translation of registrant's name into English)
360 Main St., 30th Floor
Winnipeg, Manitoba R3C 4G1 Canada
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
☒ Form 20-F ☐ Form 40-F
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Explanatory Note
Exhibit 99.1 and 99.2 included with this report on Form 6-K is hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (No. 333-272324).
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.
| Date: August 21, 2026 |
FRONTIER NUCLEAR AND MINERALS INC. (Registrant)
By /s/ Kyle Nazareth Kyle Nazareth Chief Financial Officer
|
EXHIBIT INDEX
Exhibit 99.1
Frontier Nuclear and Minerals Inc.
(Formerly Snow Lake Resources Ltd.)
Unaudited Condensed Interim Consolidated Financial Statements
For the Six months ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
Frontier Nuclear and Minerals Inc. (Formerly Snow Lake Resources Ltd.)
Unaudited Condensed Interim Consolidated Statements of Financial Position
(Expressed in Canadian Dollars)
| As at December 31, 2025 | As at June 30, 2025 | |||||||
| $ | $ | |||||||
| Assets | ||||||||
Current | ||||||||
| Cash | ||||||||
| Sales tax receivable (Note 4) | ||||||||
| Prepaids and deposits (Note 5) | ||||||||
| Short-term loan receivable (Note 6) | ||||||||
| Short-term investments (Note 7) | ||||||||
| Total Current Assets | ||||||||
| Exploration and evaluation assets (Note 8) | ||||||||
| Investment in joint venture (Note 9) | ||||||||
| Long-term loan receivable (Note 10) | ||||||||
| Long-term investments (Note 11) | ||||||||
| Investment in Associate (Note 12) | ||||||||
| Right-of-use assets (Note 13) | ||||||||
| Total Assets | ||||||||
| Liabilities | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued liabilities (Note 14) | ||||||||
| Due to related parties (Note 23) | ||||||||
| Lease liabilities - current portion (Note 15) | ||||||||
| Loan payable - current portion (Note 12) | ||||||||
| Derivative liabilities (Note 16) | ||||||||
| Deferred liabilities (Note 9) | ||||||||
| Other liabilities (Note 17) | ||||||||
| Total Current Liabilities | ||||||||
| Lease liabilities (Note 15) | ||||||||
| Loan payable (Note 12) | ||||||||
| Deferred liabilities (Note 9) | ||||||||
| Total Liabilities | ||||||||
Equity | ||||||||
| Share capital (Note 19) | ||||||||
| Share-based payments reserve (Note 20) | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Shareholders’ Equity | ||||||||
| Total Liabilities and Equity | ||||||||
| Nature of operations and going concern (Note 1) | ||||||||
| Contingencies (Note 26) | ||||||||
| Subsequent events (Note 27) | ||||||||
Approved on behalf of the Board of Directors:
| “Donal Carroll” (signed) | “Nachum Labkowski” (signed) | |
| Director | Director |
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements
2
Frontier Nuclear and Minerals Inc. (Formerly Snow Lake Resources Ltd.)
Unaudited Condensed Interim Consolidated Statements of Loss and Comprehensive Loss
For the Six Months Ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| Six months ended December 31, 2025 | Six months ended December 31, 2024 | |||||||
| $ | $ | |||||||
| Expenses | ||||||||
| Professional fees | ||||||||
| Consulting fees | ||||||||
| Stock-based compensation (Notes 17, 20, 23) | ||||||||
| Directors' and officers' consulting fees (Note 23) | ||||||||
| Insurance expense | ||||||||
| General and administrative expenses | ||||||||
| Travel expenses | ||||||||
| Transfer agent and regulatory fees | ||||||||
| Depreciation on right-of-use assets (Note 13) | ||||||||
| Bank fees and interest | ||||||||
| Accretion expense (Note 15) | ||||||||
| Interest on loan and debentures (Note 12) | ||||||||
| Total Expenses | ( | ) | ( | ) | ||||
| Other Items | ||||||||
| Gain (loss) on change in fair value of derivative liabilities (Note 16) | ( | ) | ||||||
| Realized gain on sale of short-term investments (Note 7) | ||||||||
| Unrealized gain on change of fair value of investments (Notes 7, 11) | ||||||||
| Share of loss on investment in joint venture (Note 9) | ( | ) | ||||||
| Share of loss from Associate (Note 12) | ( | ) | ||||||
| Loss on debt settlement | ( | ) | ||||||
| Taxes and penalties (Note 18) | ( | ) | ( | ) | ||||
| Premium on flow-through shares (Note 18) | ||||||||
| Reversal of flow-through premium liability (Note 18) | ||||||||
| Interest income (Note 6) | ||||||||
| Foreign exchange loss | ( | ) | ( | ) | ||||
| Total Other Income | ||||||||
| Net Loss and Comprehensive Loss | ( | ) | ( | ) | ||||
| Weighted Average Number of Outstanding Shares | ||||||||
| Basic and diluted (Note 22) | ||||||||
| Net Loss per Share | ||||||||
| Basic and diluted (Note 22) | ( | ) | ( | ) | ||||
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements
3
Frontier Nuclear and Minerals Inc. (Formerly Snow Lake Resources Ltd.)
Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity
For the Six Months Ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
Number of Shares1 |
Share Capital |
|
Share-Based Payments Reserve |
|
Accumulated Deficit |
|
Total | |||||||||||||
| # | $ | $ | $ | $ | ||||||||||||||||
| Balance, June 30, 2024 | ( | ) | ||||||||||||||||||
| Issuance of shares on financing (Note 19) | ||||||||||||||||||||
| Share issue costs (Note 19) | — | ( | ) | ( | ) | |||||||||||||||
| Issuance of shares per agreements (Note 19) | ||||||||||||||||||||
| Issuance of shares per option agreements (Note 8) | ||||||||||||||||||||
| Stock-based compensation (Notes 17 and 20) | — | |||||||||||||||||||
| Net loss for the period | — | ( | ) | ( | ) | |||||||||||||||
| Balance, December 31, 2024 | ( | ) | ||||||||||||||||||
| Balance, June 30, 2025 | ( | ) | ||||||||||||||||||
| Issuance of shares on financing (Note 19) | ||||||||||||||||||||
| Share issue costs (Note 19) | — | ( | ) | ( | ) | |||||||||||||||
| Stock-based compensation (Notes 17 and 20) | — | |||||||||||||||||||
| Net loss for the period | — | ( | ) | ( | ) | |||||||||||||||
| Balance, December 31, 2025 | ( | ) | ||||||||||||||||||
| The number of shares issued at December 31, 2025 is comprised as follows: | ||||
| Shares considered previously issued | ||||
| Issued and held in escrow by the Company (Note 12) | ( | ) | ||
| Issued and held by the Company | ( | ) | ||
| Issued and outstanding with other shareholders | ||||
1All Shares are shown on a post consolidation basis (Note 19)
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements
4
Frontier Nuclear and Minerals Inc. (Formerly Snow Lake Resources Ltd.)
Unaudited Condensed Interim Consolidated Statements of Cash Flows
For the Six Months Ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 2025 | 2024 | |||||||
| $ | $ | |||||||
| Operating Activities | ||||||||
| Net loss for the period | ( | ) | ( | ) | ||||
| Adjustments for non-cash items: | ||||||||
| Depreciation on right-of-use assets (Note 13) | ||||||||
| Interest on loan and debentures (Note 12) | ||||||||
| Accretion expense (Note 15) | ||||||||
| Interest income (Note 6) | ( | ) | ||||||
| (Gain) Loss on change in fair value of derivative liabilities (Note 16) | ( | ) | ||||||
| Unrealized gain on change of fair value of investments (Notes 7, 11) | ( | ) | ||||||
| Realized gain on sale of short-term investments (Note 7) | ( | ) | ||||||
| Share of loss on investment in joint venture (Note 9) | ||||||||
| Share of loss from Associate (Note 12) | ||||||||
| Premium on flow-through shares (Note 18) | ( | ) | ||||||
| Stock-based compensation (Notes 17, 20, 23) | ||||||||
| Loss on debt settlement | ||||||||
| Taxes and Penalties | ||||||||
| Foreign exchange gain | ( | ) | ||||||
| Adjustments for Profit Loss | ( | ) | ( | ) | ||||
| Adjustments for non-cash working capital: | ||||||||
| Sales tax receivable | ( | ) | ||||||
| Prepaids and deposits | ( | ) | ||||||
| Accounts payable and accrued liabilities | ( | ) | ||||||
| Due to related parties | ( | ) | ||||||
| Cash Flows used in Operating Activities | ( | ) | ( | ) | ||||
| Financing Activities | ||||||||
| Proceeds from equity financing (Note 19) | ||||||||
| Share issuance costs (Note 19) | ( | ) | ( | ) | ||||
| Payment on redemption of restricted share units (Notes 17) | ( | ) | ||||||
| Lease payments (Note 15) | ( | ) | ( | ) | ||||
| Cash Flows provided by Financing Activities | ||||||||
| Investing Activities | ||||||||
| Payments for exploration and evaluation assets (Note 8) | ( | ) | ( | ) | ||||
| Investments in Joint Venture (Note 9) | ( | ) | ||||||
| Investments in Associates (Note 12) | ( | ) | ||||||
| Investment in short-term loans receivable (Note 6) | ( | ) | ||||||
| Repayments from short-term loans receivable (Note 6) | ||||||||
| Purchases of short-term investments (Note 7) | ( | ) | ||||||
| Proceeds from sale of short-term investments (Note 7) | ||||||||
| Purchases of long-term investments (Note 11) | ( | ) | ||||||
| Cash Flows used in Investing Activities | ( | ) | ( | ) | ||||
| (Decrease) Increase in Cash | ( | ) | ||||||
| Cash, beginning of period | ||||||||
| Cash, end of period | ||||||||
| Supplemental Information | $ | $ | ||||||
| Exploration and evaluation assets in accounts payable | ||||||||
| Share issuance costs in accounts payable | ||||||||
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements
5
Frontier Nuclear and Minerals Inc. (Formerly Snow Lake Resources Ltd.)
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Six Months Ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 1. | Nature of Operations and Going Concern |
Frontier Nuclear and Minerals Inc. (Formerly Snow Lake Resources Ltd.) (“Frontier” or the “Company”) was incorporated in the Province of Manitoba, Canada under the Corporations Act (Manitoba) on May 25, 2018. The Company is a nuclear fuel cycle company and is focused on advancing a strategy to build a focused U.S. nuclear fuel cycle platform with exposure to uranium resources and select downstream technologies. The corporate and registered office of the Company is 360 Main St, 30th Floor, Winnipeg, Manitoba, R3C 4G1, Canada.
On November 22, 2021, the Company was listed for trading under the NASDAQ Composite. Effective March 16, 2026, the Company changed its legal name from Snow Lake Resources Ltd. to Frontier Nuclear and Minerals Inc. and its Nasdaq trading symbol from ‘LITM’ to ‘FNUC’.
For the six months ended December 31, 2025, the Company incurred a net loss of $ (2024 – $), had negative cash flow from operations of $ (2024 – $), and as at December 31, 2025, the Company had an accumulated deficit of $ (June 30, 2025 – $). The Company has no source of operating cash flow. The Company’s ability to continue as a going concern is dependent upon the Company achieving profitable operations to generate sufficient cash flows to fund continuing operations, or, in the absence of adequate cash flows from operations, obtaining additional financing to support operations for the foreseeable future. It is not possible to predict whether financing efforts will be successful or if the Company will attain profitable levels of operations. These conditions, and the unpredictability of the mining business, represent material uncertainties which may cast significant doubt upon the Company’s ability to continue as a going concern.
These unaudited condensed interim consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, and do not reflect the adjustments to the carrying values of assets and liabilities and the reported revenues and expenses, and classifications of statements of financial position that would be necessary if the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. Such adjustments could be material.
| 2. | Basis of Presentation |
| (a) | Statement of Compliance |
These unaudited condensed interim consolidated financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IFRS”). These unaudited condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standards (“IAS”) 34 – Interim Financial Reporting. Accordingly, they do not include all of the information and disclosures required by IFRS for annual financial statements.
These consolidated financial statements were reviewed, approved and authorized for issuance by the Board of Directors (the “Board”) of the Company on August 21, 2026.
| (b) | Basis of Measurement |
These consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments carried at fair value, as explained in the accounting policies as set out in Note 3. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.
| (c) | Basis of Consolidation |
These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Snow Lake Exploration Ltd., Snow Lake (Crowduck) Ltd., Global Uranium Acquisition Corp. PTY LTD., Snow Lake Exploration (US) Ltd., and Snow Lake Investments (US) Ltd.
Subsidiaries consist of entities over which the Company is exposed to, or has rights to, variable returns as well as the ability to affect those returns through the power to direct the relevant activities of the entity. Subsidiaries are fully consolidated from the date control is transferred to the Company and are deconsolidated from the date control ceases. These consolidated financial statements include all the assets, liabilities, revenues, expenses and cash flows of the Company and its subsidiaries after eliminating inter-entity balances and transactions.
6
Frontier Nuclear and Minerals Inc. (Formerly Snow Lake Resources Ltd.)
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Six Months Ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 2. | Basis of Presentation (continued) |
| (d) | Functional Currency |
These consolidated financial statements are presented in Canadian dollars (“$” or “CAD”), which is the Company’s functional currency. The functional currency is the currency of the primary economic environment in which the Company operates.
| (e) | Significant Accounting Judgments and Estimates |
The preparation of these consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, revenue, and expenses. On an ongoing basis, management evaluates its judgments and estimates in relation to assets, liabilities, revenue, 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. These estimates are reviewed periodically, and adjustments are made as appropriate in the period they become known.
Items for which actual results may differ materially from these estimates are described as follows:
Going concern
At each reporting period, management exercises judgment in assessing the Company’s ability to continue as a going concern by reviewing the Company’s performance, resources, and future obligations. The conclusion that the Company will be able to continue as a going concern is subject to critical judgments of management with respect to assumptions surrounding the short and long-term operating budgets, expected profitability, investment and financing activities and management’s strategic planning. The assumptions used in management’s going concern assessment are derived from actual operating results along with industry and market trends. Management believes there is sufficient capital to meet the Company’s business obligations for at least the next 12 months, after taking into account expected cash flows, including financing activities, and the Company's cash position at year-end.
Fair value of financial assets and financial liabilities
Fair value of financial assets and financial liabilities on the consolidated statements of financial position that cannot be derived from active markets, are determined using a variety of techniques including the use of valuation models. The inputs to these models are derived from observable market data where possible, but where observable market data are not available, judgment is required to establish fair values. Judgments include, but are not limited to, consideration of model inputs such as volatility, estimated life and discount rates.
Economic recoverability of future economic benefits of exploration and evaluation assets
Management has determined that exploration and evaluation (“E&E”) assets and related costs incurred, which have been recognized on the consolidated statements of financial position, are economically recoverable. Management uses several criteria in its assessments of economic recoverability and probability of future economic benefit including geological data, scoping studies, accessible facilities, and existing and future permits.
Technical feasibility and commercial viability
Management exercises judgment, in accordance with IFRS 6 – Exploration for and Evaluation of Mineral Resources (“IFRS 6”), to determine an accounting policy specifying which expenditures, if any, are capitalized as E&E assets, and to apply the policy consistently. E&E expenditures not capitalized as E&E assets are expensed as incurred. Once the technical feasibility and commercial viability of extracting a mineral resource are demonstrable, an entity stops recording E&E expenditures for that mineral project, tests capitalized E&E assets (if any) for impairment and reclassifies those E&E assets to other applicable development-stage accounts. An assessment of technical feasibility and commercial viability is conducted on a project-by-project basis with regard to all relevant facts and circumstances. The nature and status of the mineral project is determined on the merits of the mineral project itself.
7
Frontier Nuclear and Minerals Inc. (Formerly Snow Lake Resources Ltd.)
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Six Months Ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 2. | Basis of Presentation (continued) |
| (e) | Significant Accounting Judgments and Estimates (continued) |
Provisions
Provisions recognized in the consolidated financial statements involve judgments on the occurrence of future events, which could result in a material outlay for the Company. In determining whether an outlay will be material, the Company considers the expected future cash flows based on facts, historical experience and probabilities associated with such future events. Uncertainties exist with respect to estimates made by management and as a result, the actual expenditure may differ from amounts currently reported.
Determination of joint control and classification
The assessment of whether the Company has control, joint control, or significant influence over another entity requires judgment. Key considerations include: (i) the activities that most significantly affect returns and how decisions about those activities are made; (ii) whether decisions require unanimous consent of the parties that collectively control the arrangement; (iii) whether rights held by other parties are substantive or protective; and (iv) the legal form of any separate vehicle and the contractual terms. These judgments affect whether an investee is consolidated as a subsidiary, accounted for as a joint operation or joint venture, or as an associate. Changes in facts and circumstances may result in a re-assessment of the classification.
Income taxes
Income taxes and tax exposures recognized in the consolidated financial statements reflect management’s best estimate of the outcome based on facts known at the reporting date. When the Company anticipates a future income tax payment based on its estimates, it recognizes a liability. The difference between the expected amount and the final tax outcome has an impact on current and deferred taxes when the Company becomes aware of this difference.
In addition, when the Company incurs losses that cannot be associated with current or past profits, it assesses the probability of taxable profits being available in the future based on its budgeted forecasts. These forecasts are adjusted to take account of certain non-taxable income and expenses and specific rules on the use of unused credits and tax losses. When the forecasts indicate the sufficient future taxable income will be available to deduct the temporary differences, a deferred tax asset is recognized for all deductible temporary differences.
Options, restricted share units and warrants
Options, restricted share units (“RSUs”) and warrants, including finders’ warrants, are initially recognized at fair value using market-based valuation techniques. The fair value of the market-based and performance-based share awards are determined at the date of grant using generally accepted valuation techniques. Assumptions are made and judgments are used in applying the valuation techniques. These assumptions and judgments include the expected volatility of the share price, expected forfeitures, expected dividend yield, expected term of the warrants or options, and expected risk-free interest rate. Such assumptions and judgments are inherently uncertain. Changes in these assumptions can affect the fair value estimates of stock-based compensation.
Expected credit losses on financial assets
Determining an allowance for expected credit losses (“ECL”) for amounts receivable and all debt financial assets not held at fair value through profit or loss (“FVTPL”) requires management to make assumptions about the historical patterns for the probability of default, the timing of collection and the amount of incurred credit losses, which are adjusted based on management’s judgment about whether economic conditions and credit terms are such that actual losses may be higher or lower than what the historical patterns suggest.
Functional currency
The functional currency for the Company and its subsidiaries is the currency of the primary economic environment in which they operate. Determination of functional currency involves significant judgments and other entities may make different judgments based on similar facts. Periodically, the Company reconsiders the functional currency of its business if there is a change in the underlying transactions, events or conditions which determine its primary economic environment.
8
Frontier Nuclear and Minerals Inc. (Formerly Snow Lake Resources Ltd.)
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Six Months Ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 2. | Basis of Presentation (continued) |
| (e) | Significant Accounting Judgments and Estimates (continued) |
Shares issued for non-cash consideration
The Company is required to recognize these transactions at fair value which requires judgment in selecting valuation techniques and other factors.
| 3. | Summary of Material Accounting Policies |
| (a) | Current and Non-Current Classification |
Assets and liabilities are presented in the consolidated statements of financial position based on current and non-current classification.
An asset is classified as current when it is either expected to be realized or intended to be sold or consumed in the normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realized within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current.
A liability is classified as current when it is either expected to be settled in the normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current.
| (b) | Cash |
Cash in the consolidated statements of financial position comprises cash at a chartered bank in Canada, funds held in trust with the Company’s legal counsels, and funds held with the Company’s financing agent and investment broker, which are available on demand.
| (c) | Exploration and Evaluation Assets |
Title to E&E assets including mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing historical characteristic of many properties. The Company has investigated title to all its mineral properties and, to the best of its knowledge, titles to all its mineral properties are in good standing.
The Company accounts for E&E assets in accordance with IFRS 6. Once the legal right to explore a property has been acquired, costs directly related to exploration and evaluation are recognized and capitalized, in addition to acquisition costs. These expenditures include but are not limited to acquiring licenses, researching and analyzing existing exploration data, conducting geological studies, exploration drilling and sampling and payments made to contractors and consultants in connection with the exploration and evaluation of the property. Costs not directly attributable to E&E activities, including general administrative overhead costs, are expensed in the period in which they occur.
Acquisition costs incurred in obtaining legal right to explore a mineral property are deferred until the legal right is granted and thereon reclassified to mineral properties. Transaction costs incurred in acquiring an asset are deferred until the transaction is completed and then included in the purchase price of the asset acquired.
When a project is deemed to no longer have commercially viable prospects to the Company, E&E expenditures in respect of that project are deemed to be impaired. As a result, those E&E expenditure costs, in excess of the estimated recoverable amount, are written off to the consolidated statements of loss and comprehensive loss.
The Company assesses E&E assets for impairment when facts and circumstances suggest that the carrying amount of the asset may exceed its recoverable amount. The recoverable amount is the higher of the asset’s fair value less costs to sell (“FVLCS”) and value-in-use (“VIU”). Once the technical feasibility and commercial viability of extracting the mineral resource has been determined, the property is considered a mine under development. E&E assets are also tested for impairment before the assets are transferred to development properties.
As the Company currently has no operational income, any incidental revenues earned in connection with exploration activities are applied as a reduction to capitalized exploration costs.
9
Frontier Nuclear and Minerals Inc. (Formerly Snow Lake Resources Ltd.)
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Six Months Ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 3. | Summary of Material Accounting Policies (continued) |
| (d) | Joint arrangements |
The Company applies IFRS 11 Joint Arrangements to all arrangements where two or more parties are bound by a contractual arrangement and share joint control. The Company determines the type of joint arrangement by assessing its rights and obligations arising from the structure and terms of the arrangement, considering the legal form of the vehicle, the terms agreed by the parties, and other facts and circumstances.
Joint operations
When the Company has rights to the assets and obligations for the liabilities of the arrangement, it recognizes its direct share of assets, liabilities, revenues and expenses in accordance with the relevant IFRS standards.
Joint ventures
When the Company has rights to the net assets of the arrangement, the interest is classified as a joint venture and accounted for using the equity method under IAS 28. The investment is initially recognized at cost and subsequently adjusted for the Company’s share of the joint venture’s profit or loss and other comprehensive income. Unrealized gains and losses on transactions with the joint venture are eliminated to the extent of the Company’s interest, unless the transaction provides evidence of impairment. If the Company’s share of losses exceeds the carrying amount of the investment, the carrying amount is reduced to nil and further losses are recognized only to the extent that the Company has a legal or constructive obligation to make payments on behalf of the joint venture. The Company assesses investments in joint ventures for impairment in accordance with IAS 36.
| (e) | Financial Instruments |
The Company classifies and measures financial instruments in accordance with IFRS 9 – Financial Instruments (“IFRS 9”). 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. The Company recognizes financial assets and financial liabilities on the consolidated statements of financial position when it becomes a party to the financial instrument or derivative contract.
Classification
The Company classifies its financial assets in the following measurement categories: (a) those to be measured subsequently at FVTPL; (b) those to be measured subsequently at fair value through other comprehensive income (loss) (“FVTOCI”); and (c) those to be measured at amortized cost. The classification of financial assets depends on the business model for managing the financial assets and the contractual terms of the cash flows. Financial liabilities are classified as those to be measured at amortized cost unless they are designated as those to be measured subsequently at FVTPL (irrevocable election at the time of recognition). The Company reclassifies financial assets when and only when its business model for managing those assets changes. Financial liabilities are not reclassified.
The Company’s financial assets include cash, other receivables excluding any sales tax amounts, short-term and long-term loans receivable, and short-term and long-term investments. The Company’s financial liabilities include its accounts payable, due to related parties, lease liabilities, derivative liabilities and other liabilities.
Fair value through profit or loss
This category includes derivative instruments as well as quoted equity instruments which the Company has not irrevocably elected, at initial recognition or transition, to classify at FVTOCI. This category would also include debt instruments whose cash flow characteristics do not meet the solely payment of principal and interest (“SPPI”) criterion or are not held within a business model whose objective is either to collect contractual cash flows, or to both collect contractual cash flows and sell. Financial assets in this category are recorded at fair value with changes recognized in the consolidated statements of loss and comprehensive loss.
10
Frontier Nuclear and Minerals Inc. (Formerly Snow Lake Resources Ltd.)
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Six Months Ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 3. | Summary of Material Accounting Policies (continued) |
| (e) | Financial Instruments (continued) |
Financial assets at fair value through other comprehensive income
Debt and equity instruments that are held for collection of contractual cash flows and for sale, and where the assets’ cash flows represent solely payments of principal and interest, are classified as FVTOCI. Movements in fair values are recognized in other comprehensive income (“OCI”) and accumulated in fair value reserve, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses, which are recognized in profit and loss.
When the financial asset is derecognized, the cumulative gain or loss recognized in OCI is reclassified from equity to profit or loss and presented in “other gains and losses”. Interest income from these financial assets is recognized using the effective interest rate method and presented in “interest income”. As at December 31, 2025 and 2024, the Company did not have any financial assets at FVTOCI.
Amortized cost
Debt and equity instruments that are held for collection of contractual cash flows where those cash flows represent SPPI are measured at amortized cost. Interest income from these financial assets is included in interest income using the effective interest rate method. The Company’s classification of financial assets and liabilities is summarized below:
Schedule of Financial Assets and Financial Liabilities
| Cash | ||
| Short-term loan receivable | ||
| Short-term investments | ||
| Long-term loan receivable | ||
| Long-term investment | ||
| Due to/from related parties | ||
| Accounts payable and accrued liabilities | ||
| Lease liabilities | ||
| Deferred liabilities | ||
| Loan payable | ||
| Derivative liabilities | ||
| Other liabilities |
Measurement
All financial instruments are required to be measured at fair value on initial recognition, plus, in the case of a financial asset or financial liability not at FVTPL, transaction costs that are directly attributable to the acquisition or issuance of the financial asset or financial liability. Transaction costs of financial assets and financial liabilities carried at FVTPL are expensed in profit or loss. Financial assets and financial liabilities with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.
Financial assets that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments of principal and interest on the principal outstanding are generally measured at amortized cost at the end of the subsequent accounting periods. All other financial assets, including equity investments, are measured at their fair values at the end of subsequent accounting periods, with any changes taken through profit and loss or OCI (irrevocable election at the time of recognition). For financial liabilities measured subsequently at FVTPL, changes in fair value due to credit risk are recorded in profit and loss.
Expected credit loss impairment model
Under IFRS 9, the Company recognizes a provision for ECL on financial assets that are measured on amortized cost. The Company assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due. The Company considers a financial asset to be in default when the borrower is unlikely to pay its credit obligations to the Company in full or when the financial asset is more than 90 days past due.
The carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. This is generally the case when the Company determines that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amounts.
11
Frontier Nuclear and Minerals Inc. (Formerly Snow Lake Resources Ltd.)
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Six Months Ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 3. | Summary of Material Accounting Policies (continued) |
| (e) | Financial Instruments (continued) |
Derecognition
The Company derecognizes financial assets only when the contractual rights to cash flow 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.
The Company derecognizes a financial liability when its contractual obligations are discharged, cancelled, or expire. The Company also derecognizes a financial liability when the terms of the liability are modified such that the terms and/or cash flows of the modified instrument are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.
Gains or losses on derecognition are generally recognized in profit or loss.
Determination of fair value
The determination of fair value requires judgment and is based on market information, where available and appropriate. The Company classifies fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements.
| (f) | Impairment of Assets |
At each reporting date, the Company reviews the carrying amounts of its assets to determine whether there are any indicators of impairment. If any such indicator exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any.
Where the asset does not generate cash inflows that are independent from other assets, the Company estimates the recoverable amount of the cash-generating unit (“CGU”) to which the asset belongs. Any intangible asset with an indefinite useful life is tested for impairment annually and whenever there is an indication that the asset may be impaired. An asset’s recoverable amount is the higher of FVLCS and VIU. In assessing VIU, the estimated future cash flows are discounted to their present value, using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset or CGU is estimated to be less than its carrying amount, the carrying amount is reduced to the recoverable amount and an impairment loss is recognized immediately in the consolidated statements of loss and comprehensive loss. Where an impairment subsequently reverses, the carrying amount is increased to the revised estimate of recoverable amount but only to the extent that this does not exceed the carrying value that would have been determined if no impairment had previously been recognized. A reversal of impairment is recognized in the consolidated statements of loss and comprehensive loss.
| (g) | Impairment of Non-Financial Assets |
Goodwill and other intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount.
Recoverable amount is the higher of an asset’s FVLCS and VIU. The VIU is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or CGU to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a CGU.
12
Frontier Nuclear and Minerals Inc. (Formerly Snow Lake Resources Ltd.)
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Six Months Ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 3. | Summary of Material Accounting Policies (continued) |
| (h) | Leased Assets |
The Company is party to a lease for office space. The Company assesses service arrangements to determine if an asset is explicitly or implicitly specified in the agreement and if it has the right to control the use of the identified asset.
At inception of a contract, the Company assesses whether a contract is, or contains, a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
The Company then recognizes a right-of-use (“ROU”) asset and a lease liability at the lease commencement date. The ROU asset is initially measured based on the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The assets are depreciated to the earlier of the end of the useful life of the ROU asset or the lease term using the straight-line method. The lease term includes periods covered by an option to extend if the Company is reasonably certain to exercise that option. The Company elected to recognize expenses for leases with a term of 12 months or less on a straight-line basis over the lease term and lease of assets of low value, and not to recognize these short-term leases on the consolidated statements of financial position.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the Company’s incremental borrowing rate, which was determined to be about 15%. The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee, if there is a change in future lease payments arising from a change in an index or rate, or if the Company changes its assessment whether it will exercise a purchase, extension or termination option.
When the lease liability is remeasured, the amount of the remeasurement is recognized as a corresponding adjustment to the carrying amount of the ROU asset or is recorded in profit or loss if the carrying amount of the ROU asset has been reduced to zero.
| (i) | Provisions |
A provision is recognized when the Company has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation, and the amount of the obligation can be reliably estimated. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.
A provision for onerous contracts is recognized when the expected benefits to be derived by the Company from a contract are lower than the unavoidable cost of meeting its obligations under the contract.
| (j) | Income Taxes |
Income tax expense consists of current and deferred tax expense. Current and deferred tax are recognized in profit or loss except to the extent that it relates to items recognized directly in equity or OCI.
Current income tax is recognized and measured at the amount expected to be recovered from, or payable to, the taxation authorities based on the income tax rates enacted or substantively enacted at the end of the reporting period and includes any adjustment to taxes payable in respect of previous years.
Deferred tax is recorded for temporary differences at the date of the consolidated statements of financial position between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. The carrying amount of a deferred tax asset is reviewed at the end of the reporting period and is reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at the end of the reporting period and are recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
13
Frontier Nuclear and Minerals Inc. (Formerly Snow Lake Resources Ltd.)
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Six Months Ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 3. | Summary of Material Accounting Policies (continued) |
| (j) | Income Taxes (continued) |
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the end of the reporting period.
Deferred tax assets and deferred tax liabilities are offset if, and only if, they relate to income taxes levied by the same taxation authority and the Company has the legal rights and intent to offset.
Estimates
Provisions for taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date an additional liability could result from audits by taxing authorities. Where the final outcome of these tax-related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made.
| (k) | Share Capital |
Common shares are classified as share capital. Costs directly attributable to the issue of common shares are recognized as a deduction from share capital, net of any tax effects.
| (l) | Share-Based Payments Transactions |
The Company operates a stock option plan (the “Option Plan”). Share-based payments to employees are measured at the fair value of the instruments issued and amortized over the vesting periods. Share-based payments to non-employees are measured at the fair value of goods or services received, or at the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured and are recorded at the date the goods or services are received. The fair value of options is determined based on the application of the Black-Scholes valuation model (“Black-Scholes”). The fair value of equity-settled stock-based compensation transactions is recognized as an expense with a corresponding increase in the share-based payments reserve.
If share-settled awards are modified, as a minimum an expense is recognized as if the modification has not been made. An additional expense is recognized, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification.
Amounts recorded for cancelled or expired unexercised options are transferred to accumulated deficit in the period of which the cancellation or expiry occurs.
The Company also operates a RSUs Plan, where RSUs are granted to directors, employees and consultants from time to time. RSUs are measured at the fair value of the date of grant, based on the closing price of the Company’s common shares on the date of grant. The fair value of stock-based compensation on RSUs is recognized as an expense with a corresponding increase in the reserve for RSUs over the vesting period.
From time to time, the Company may also grant RSUs with a put right option, which provides the grantee with the right (the “Put Right Option”), but not the obligation to cause the Company to purchase all or a portion of the vested RSUs at a put purchase price (the “Put Purchase Price”). As the grantee has the choice of settlement through cash or in shares, these RSUs with the Put Right Option are considered to be a compound financial instrument that includes both a liability component and an equity component. At the measurement date, the Company accounts for the two components separately i.e. applying the requirements for cash-settled share-based payments to the liability component and applying the requirements for equity-settled share-based payments to the equity component, if that component has a recognized value. Applying the requirements for equity-settled share-based payments, the value of the equity component is not remeasured subsequently. Applying the requirements for cash-settled share-based payments, the liability is remeasured at each reporting date and on settlement date to its fair value.
If the grantee chooses cash settlement, then the cash payment settles the liability. Any equity component previously recognized in equity remains in equity. If the grantee employee chooses settlement in equity instruments, then the liability is transferred to equity as consideration for issuing the equity instruments.
14
Frontier Nuclear and Minerals Inc. (Formerly Snow Lake Resources Ltd.)
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Six Months Ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 3. | Summary of Material Accounting Policies (continued) |
| (m) | Warrants |
Share purchase warrants (each a “Warrant”) are classified as a component of equity. Warrants issued along with shares in an equity unit financing are measured using the residual approach, whereby the fair value of the Warrant is determined after deducting the fair value of the shares from the unit price less applicable financing costs. Warrants issued for broker/financing compensation, are recognized at the fair value using Black-Scholes at the date of issuance. Warrants are initially recorded as a part of the reserves in warrant in equity at the recognized fair value.
Upon exercise of the Warrants, the previously recognized fair value of the Warrants exercised is reallocated to share capital from warrants reserve. Proceeds generated from the payment of the exercise price are also allocated to share capital. Amounts recorded for expired unexercised warrants are transferred to accumulated deficit in the period of which the expiry occurs.
| (n) | Flow-Through Shares |
Proceeds received from the issuance of flow-through shares are restricted to be used only for Canadian resource property exploration expenditures within a two-year period. The portion of the proceeds received but not yet expended at the end of the year is disclosed separately.
The issuance of flow-through common shares results in the tax deductibility of the qualifying resource expenditures funded from the proceeds of the sales of such common shares being transferred to the purchasers of the shares. On the issuance of such shares, the Company bifurcates the flow-through shares into a flow-through share premium, equal to the estimated fair value of the premium that investors pay for the flow-through tax feature, which is recognized as a liability, and equity values of share capital and/or warrants. As related exploration expenditures are incurred, the Company derecognizes the premium liability and recognizes the related recovery.
| (o) | Loss Per Share |
Basic loss per share is computed by dividing the net loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share is calculated by the treasury stock method. Under the treasury stock method, the weighted average number of common shares outstanding for the calculation of diluted (loss) earnings per share assumes that the proceeds to be received on the exercise of dilutive share options and warrants are used to repurchase common shares at the average market price during the period.
| (p) | Foreign Currency Translation |
The consolidated financial statements of the Company are prepared in its functional currency, determined on the basis of the primary economic environment in which the entity operates. The presentation and functional currency of the Company is the Canadian dollar.
Monetary assets and liabilities denominated in currencies other than CAD are translated into CAD at the rate of exchange prevailing at the reporting date.
Transactions in currencies other than the functional currency are recorded at the rates of exchange prevailing at the transaction dates. At each reporting date, monetary items denominated in foreign currencies are translated into the entity’s functional currency at the then prevailing rates and non-monetary items measured at historical cost are translated into the entity’s functional currency at rates in effect at the date the transaction took place.
Exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition during the period or in previous financial statements are included in the consolidated statements of loss and comprehensive loss for the period in which they arise.
| (q) | Related Party Transactions |
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or common significant influence. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.
15
Frontier Nuclear and Minerals Inc. (Formerly Snow Lake Resources Ltd.)
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Six Months Ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 4. | Sales Tax Receivable |
The Company’s sales tax receivable balance represents amounts due from government taxation authorities in respect of the Good and Services Tax/Harmonized Sales Tax. The Company anticipates full recovery of these amounts and therefore no ECL has been recorded against these receivables, which are due in less than one year.
| 5. | Prepaids and Deposits |
Schedule of prepaid expenses
| December 31, 2025 | June 30, 2025 | |||||||
| $ | $ | |||||||
| Prepaid insurance | ||||||||
| Prepaid professional fees | ||||||||
| Prepaid rent | ||||||||
| Advances made to suppliers and deposits | ||||||||
| Total | ||||||||
| 6. | Short-term Loan Receivable |
The following table summarizes loans outstanding as at December 31, 2025:
Schedule of Loan Outstanding
Borrower | Opening June 30, 2025 $ | Additions $ | Repayments $ | Accrued Interest $ | FX Movement $ | Closing December 31, 2025 $ | ||||||||||||||||||
| The T.I.M.E. Organization, Inc. | ( | ) | ||||||||||||||||||||||
| Minglement Solutions LLC | ( | ) | ||||||||||||||||||||||
| AK Holdings Group Inc. | ( | ) | ||||||||||||||||||||||
| CV3 Group, LLC | ( | ) | ||||||||||||||||||||||
| Starlink Capital LLC | ( | ) | ||||||||||||||||||||||
| Summit Strategies LLC | ( | ) | ||||||||||||||||||||||
| ( | ) | ( | ) | |||||||||||||||||||||
The T.I.M.E. Organization Inc.
On
June 16, 2025, the Company advanced $
The loan is repayable in 39 instalments of US $44,041, and the Company anticipates full repayment by December 31, 2026. The total expected cash inflow over the term of the loan is approximately US $1,717,600. The effective yield embedded in the amortization schedule is approximately 43% per annum.
The facility is secured by a first-priority lien over the borrower’s present and future accounts receivable, inventory, equipment, general intangibles, and cash. The loan agreement also contains standard financial and reporting covenants, restrictions on incurrence of additional debt, and customary events of default provisions.
The Company has designated this loan as a short-term financial asset measured at amortized cost.
Minglement Solutions LLC.
On
July 14, 2025, the Company advanced $
Repayment is structured as a balloon payment of US$2,800,000 in December 2026. The note is senior in priority and secured by a first-priority security interest in all assets of Minglement pursuant to a Security Agreement. The Company holds a right to demand immediate repayment of the entire outstanding principal balance at any time upon 60 days' written notice (the “Call Back Right”), in which case the borrower is required to repay US$2,625,000 (being US$2,500,000 principal plus a 5% return of US$125,000).
16
Frontier Nuclear and Minerals Inc. (Formerly Snow Lake Resources Ltd.)
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Six Months Ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 6. | Short-term Loan Receivable (continued) |
AK Holdings Group Inc.
On
December 3, 2025, the Company advanced $
The note contains negative covenants restricting AK Holdings from incurring additional indebtedness, creating encumbrances, altering its capital structure, making distributions, or disposing of assets outside the ordinary course of business, in each case without the Company's consent.
CV3 Group, LLC
On
December 18, 2025, the Company advanced $
The note contains negative covenants restricting CV3 from incurring additional indebtedness, creating encumbrances, altering its capital structure, making distributions, or disposing of assets outside the ordinary course of business, in each case without the Company's consent.
CV3 is a related party of the Company because of its relationship with one of the directors of the Company.
Starlink Capital LLC
On
December 22, 2025, the Company advanced $
The note contains negative covenants restricting Starlink from incurring additional indebtedness, creating encumbrances, altering its capital structure, making distributions, or disposing of assets outside the ordinary course of business, in each case without the Company's consent.
Summit Strategies LLC
On
October 3, 2025, the Company advanced $
The note is secured by a first-priority lien over all assets of Summit Strategies, including all personal property, accounts, equipment, investment property, deposit accounts, general intangibles, and proceeds thereof.
The note contains negative covenants restricting Summit Strategies from incurring additional indebtedness, creating encumbrances, altering its capital structure, making distributions, or disposing of assets outside the ordinary course of business, in each case without the Company's consent.
17
Frontier Nuclear and Minerals Inc. (Formerly Snow Lake Resources Ltd.)
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Six Months Ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 7. | Short-term Investments |
The Company’s short-term investments consist of the following:
Schedule of Company’s Short-Term Investment
| Entity | Balance at June 30, 2025 | Additions | Dispositions | Realized gain (loss) on sale of investments | Unrealized gain (loss) on change of fair value of investments | FX Movement | Balance at December 31, 2025 | |||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||
| Top End Energy Limited (Shares) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Mont Royal Resources Limited (Shares) | ( | ) | ||||||||||||||||||||||||||
| Desert Minerals Ltd. (Shares) | ||||||||||||||||||||||||||||
| US1 Critical Minerals Ltd. (Shares) | ||||||||||||||||||||||||||||
| Pinnacle Minerals Ltd. (Shares) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Resolution Minerals Ltd. (Shares) | ( | ) | ||||||||||||||||||||||||||
| Resolution Minerals Ltd. (Options) | ( | ) | ||||||||||||||||||||||||||
| ( | ) | |||||||||||||||||||||||||||
| 8. | Exploration and Evaluation Assets |
The following summarizes the movement of the Company’s E&E assets for the six months ended December 31, 2025 and the year ended June 30, 2025:
Schedule of Movement Of The Company's EE Assets
| December 31, 2025 | June 30, 2025 | |||||||
| $ | $ | |||||||
| Balance, beginning of period | ||||||||
| Exploration and evaluation expenditures | ||||||||
| Additions per property agreements | ||||||||
| Disposal due to termination of property agreements | ( | ) | ||||||
| Balance, end of period | ||||||||
ACME Option Agreement
On January 29, 2024, the Company entered into an option agreement (the “ACME Option Agreement”) with ACME Lithium Inc. (“ACME”), pursuant to which ACME has granted the Company the option to earn up to a 90% undivided interest in the mineral claims held by ACME at its Manitoba lithium project areas, located in south eastern Manitoba, Canada (the “Shatford Lake Lithium Project”), which is comprised of 37 mineral claims located over three project areas - Shatford Lake, Birse Lake, and Cat-Euclid Lake, totaling approximately 17,000 acres.
Pursuant to the ACME Option Agreement, the Company may exercise the option by paying a total of $800,000 and incurring a total of $1,800,000 in exploration and development (“E&D”) expenditures over a two-year period, as follows:
| ● | Initial payment: Cash payment of $20,000 (paid); |
| ● | Upon execution: Cash payment of $130,000 (paid); |
| ● | First year: Cash payment of $150,000 (paid) and minimum E&D expenditures of $600,000 (incurred); and |
| ● | Second year: Cash payment of $500,000 and minimum E&D expenditures of $1,200,000. |
On November 26, 2025, the Company entered into a mineral property purchase and sale agreement with ACME pursuant to which the Company acquired the remaining 49% undivided interest in the Shatford Lake Lithium Project for cash consideration of $650,000. Concurrently, the option agreement dated January 29, 2024 between the parties, under which the Company had previously earned a 51% undivided interest in the property, was terminated. As a result of the acquisition, the Company holds a 100% undivided interest in the property. The property is subject to a 2% gross overriding royalty.
Engo Valley Uranium Project
On July 31, 2024, the Company and a British Columbia company (the “Vendor”) entered into a Share Purchase Agreement (the “SPA”) to acquire 100% of Engo Valley Pty Ltd. (“Engo Valley”), a private Australian company, pursuant to which Frontier will acquire up to 85% undivided indirect interest in Namibia Minerals and Investment Holdings (Proprietary) Limited (the “Project Company”), a private Namibian company, which in turn is the sole registered and beneficial owner of 100% of the right, title and interest in the Exclusive Prospecting License - 5887 (the “License”) for the Engo Valley Uranium Project.
18
Frontier Nuclear and Minerals Inc. (Formerly Snow Lake Resources Ltd.)
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Six Months Ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 8. | Exploration and Evaluation Assets (continued) |
Pursuant to the SPA, the Company will acquire Engo Valley in two stages, as follows:
| (a) | First Stage Interest |
Frontier acquired an initial 80% undivided interest in Engo Valley, which represents a 68% undivided indirect interest in the Project Company (the “First Stage Interest”), upon:
| ● | payment to the Vendor of US $250,000 in cash (paid); |
| ● | incurring exploration expenditures of a minimum of US $200,000 (incurred); and |
| ● | allotting and issuing to the Vendor 155,730 common shares (issued). |
| (b) | Second Stage Interest |
The Company will acquire an additional 20% undivided interest in Engo Valley, which represents a 17% undivided indirect interest in the Project Company by (the “Second Stage Interest”), for a total undivided indirect interest of 85% in the Project Company, upon:
| ● | incurring additional exploration expenditures of a minimum of US $800,000 on or before June 30, 2025 (incurred), provided, that any expenditures we incurred in excess of the US $200,000 minimum exploration expenditures in connection with our acquisition of the First Stage Interest will be credited against the expenditure commitment for the Second Stage Interest. |
After the Company acquires the Second Stage Interest, the Company will be obligated to make the following payments to the Vendor, in the form of its common shares, upon the achievement of the following milestones:
| i) | Milestone Payment No. 1: In the event an SK-1300 compliant technical report determines on or before July 31, 2027 that there is a uranium mineral resource on the Engo Valley Uranium Project of a minimum of 10 million pounds with a minimum average grade of 250 parts per million, or ppm, U3O8, the Company will issue an aggregate of 79,302 common shares; and |
| ii) | Milestone Payment No. 2: In the event an SK-1300 compliant technical report determines on or before July 31, 2029 that there is a uranium mineral resource on the Engo Valley Uranium Project of a minimum of 25 million pounds with a minimum average grade of 250 ppm U3O8, the Company will issue an aggregate of 79,302 common shares. |
Mound Lake Property
On January 10, 2025, the Company and Free Battery Metal Limited (“Free Battery”) entered into a Term Sheet pursuant to which Frontier can earn up to an 80% interest in Free Battery’s Mound Lake Property. The Mound Lake Property encompasses 243 single-cell unpatented mineral claims covering over 4,800 hectares.
On December 5, 2025, the Company and Free Battery entered into Amendment No. 1 to the Definitive Agreement, pursuant to which the timelines for the Second Option and Third Option were each extended by one year in consideration of the Company paying $20,000 and the claim renewal costs for the Mound Lake Property (estimated at approximately $8,000) on or before January 10, 2026 (paid).
Pursuant to the terms and conditions of the transaction, Frontier can earn up to an 80% interest in the Mound Lake property through the following option earn-ins:
| ● | First Option: Upon payment of $20,000 by Frontier to Free Battery (paid), Frontier shall earn a 10% interest in the Mound Lake Property. |
| ● | Second Option: On or before the second anniversary of the effective date, Frontier shall have the right to acquire an additional 41% interest in the Mound Lake Property upon Frontier: |
| i) | having made work expenditures of at least $1,000,000; and |
| ii) | paying $500,000 to Free Battery. |
| ● | Third Option: On or before the third anniversary of the effective date, Frontier shall have the right to acquire an additional 29% interest in the Mound Lake Property upon Frontier: |
| i) | having made additional work expenditures of $1,000,000; and |
| ii) | paying an additional $1,000,000 to Free Battery. |
19
Frontier Nuclear and Minerals Inc. (Formerly Snow Lake Resources Ltd.)
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Six Months Ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 8. | Exploration and Evaluation Assets (continued) |
Prior to the completion of a pre-feasibility study on the Mound Lake Property, Frontier will be the operator of the Mound Lake Property and be responsible for all costs and expenses associated with exploration and development of the Mound Lake Property.
Following the completion of a pre-feasibility study on the Mound Lake Property, the parties shall diligently and in good faith negotiate the terms of a joint venture arrangement to advance development of the Mound Lake Property. Such arrangement will include, among other things, (i) a mechanism by which expenditures on the Mound Lake Property will be funded on a pro rata basis, based upon the respective parties proportionate interest in the Mound Lake Property; (ii) in the event any one party declines to fund the expenditures in proportion to their interest, their respective interest in the joint venture shall be reduced accordingly, subject to the Dilution Conversion (as defined hereinafter); (iii) a mechanism for preparing and approving a budget and work program in respect of the Mound Lake Property; and (iv) the ongoing management of the joint venture.
Following the exercise of the First Option, in the event that either party's interest in the Mound Lake Property falls below 10%, such party's interest shall be converted into a 1% net smelter return royalty on the Mound Lake Property, which shall not be subject to a right of first refusal or any other pre-emptive rights in favour to such party (the “Dilution Conversion”).
Black Lake Uranium Project
On June 21, 2024, the Company acquired Global Uranium Acquisition Corp (Pty) Ltd. (“Global Uranium”) for cash consideration of $50,000 and the issuance of 76,923 common shares. Global Uranium held an option agreement to acquire a 100% interest in the Black Lake Uranium Project. On May 8, 2025, the Company defaulted on the option agreement. A loss on termination of the Black Lake option agreement of $1,379,415 was recorded in the consolidated statements of loss and comprehensive loss, consisting of previously capitalized E&E assets.
Buffalo Uranium Project
On February 18, 2025, the Company entered into a binding letter of intent to acquire Bazooka Resources Ltd. (“Bazooka”). Bazooka holds the exclusive option to acquire a 100% interest in the Buffalo Uranium Project. The Company made an initial cash payment of $70,904 (US$50,000) but subsequently made the determination to terminate the binding letter of intent. A loss on termination of $70,904 was recorded in the consolidated statements of loss and comprehensive loss, consisting of previously capitalized E&E assets.
Muskrat Dam Option Agreement
On February 5, 2024, the Company entered into an option agreement (the “Muskrat Dam Option Agreement”) with a private Manitoba company (“Manco”) to acquire a 90% undivided interest in a group of mineral claims in the Muskrat Dam Lake area of Western Ontario, near Kenora and the border with Manitoba (the “Muskrat Dam Project”).
Pursuant to the Muskrat Dam Option Agreement, the Company paid $50,000, issued an aggregate of 38,462 common shares (Note 19), and granted 153,846 2024 Settlement Warrants (each a 2024 Settlement Warrant), whereby each 2024 Settlement Warrant is exercisable for a period of five years at an exercise price of US $19.50 (see Note 16).
The
option agreement was amended and terminated on June 28, 2024, and the Company issued an aggregate of 269,231 shares in consideration
for the termination (see Note 19). The 153,846 2024 Settlement Warrants previously issued were cancelled (see Note 16). A loss
on termination of the Muskrat Dam Option Agreement of $
20
Frontier Nuclear and Minerals Inc. (Formerly Snow Lake Resources Ltd.)
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Six Months Ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 9. | Investment in Joint Venture |
On March 12, 2025, Frontier announced that it has entered into a 50/50 joint venture (the “Joint Venture”) with Global Uranium and Enrichment Limited (“GUE”), to acquire 100% of the Pine Ridge Uranium Project (“Pine Ridge”) in the Powder River Basin in Wyoming, United States.
The Company’s interest in the Joint Venture (“Powder River Basin LLC” or the “Buyer”) is accounted for using the equity method in the consolidated financial statements. Summarized financial information of the joint venture are set out below:
Schedule of financial information in Joint Venture
| December 31, 2025 | June 30, 2025 | |||||||
| $ | $ | |||||||
| Current Assets | ||||||||
| Non-current assets | ||||||||
| Current liabilities | ( | ) | ( | ) | ||||
| Non-current liabilities | ( | ) | ( | ) | ||||
| Net Assets | ||||||||
The summarized statement of profit and loss of Powder River Basin LLC for the six months ended December 31, 2025 and 2024 is set out below:
Schedule of profit and loss of Powder River Basin LLC in Joint Venture
| December 31, 2025 | December 31, 2024 | |||||||
| $ | $ | |||||||
| Administrative expenses | ||||||||
| Amortization expenses | ||||||||
| Interest expenses | ||||||||
| Loss for the period | ( | ) | ||||||
| Company's share of loss for the period | ( | ) | ||||||
The carrying value of the investment in the Joint Venture is as follows:
Schedule of investment in the Joint Venture
$ | ||||
| Balance, June 30, 2025 | ||||
| Cash contributions to JV | ||||
| Share of loss in Powder River Basin LLC | ( | ) | ||
| Balance, December 31, 2025 | ||||
Contingent Liabilities and Commitments:
The Buyer will purchase Pine Ridge from Stakeholder Energy LLC (“Seller”) upon payment to the Seller of $US22,500,000 cash, to be paid in three equal installments of US$7,500,000, payable as follows:
| i. | US$7,500,000 to be paid at closing (“Closing”) of the Acquisition contemplated by the Purchase and Sale Agreement (“Acquisition Agreement”) (“First Instalment”); |
| ii. | US$7,500,000 to be paid on or before one-year from the date of Closing (“Second Instalment”); and |
| iii. | US$7,500,000 to be paid on or before two years from the date of Closing (“Third Instalment”). |
Further:
| i. | The Buyer shall pay the Seller a production royalty based on an applicable royalty percentage (which will be calculated by a net smelter returns variable between 3.5% and 6%, dependent on U3O8 realized price) from uranium, vanadium and related minerals produced and sold or deemed sold by Buyer from any additional property or property interests acquired by the Buyer, or its affiliates or permitted assigns, within twenty (20) years after the effective date of March 11, 2025. |
| ii. | The
Buyer shall expend a minimum of US$ |
21
Frontier Nuclear and Minerals Inc. (Formerly Snow Lake Resources Ltd.)
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Six Months Ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 9. | Investment in Joint Venture (continued) |
The Company is responsible for the 50% payment of the consideration. Deferred liabilities (current) have been recognised for its portion (US$3.75m) which is payable within 12 months and a further deferred liabilities (non-current) has been recognised for its portion (US$3.75m) which is payable within 24 months.
| 10. | Long-term Loan Receivable |
On
May 2, 2025, the Company subscribed to a secured convertible note issued by Commerce Resources Corp. for a principal amount of
$
The Convertible Note provides the Company with the option to convert the outstanding principal and accrued interest into common shares of Commerce Resources Corp. at a fixed price of $0.12 per share, or at the price of a subsequent equity financing (not lower than $0.10 per share). In addition, if a Liquidity Event (IPO or Merger) occurs within 12 months of issuance, the Convertible Note will automatically convert into common shares at the price of such financing, subject to a floor equal to the then-prevailing market price. If no conversion occurs, the obligations are repayable in cash at maturity. The Convertible Note is secured against the assets of Commerce Resources Corp.
A Liquidity Event occurred during the six months ended December 31, 2025, and the outstanding principal and accrued interest was converted to common shares of Mont Royal Resources Ltd. (See Note 7).
| 11. | Long-term Investments |
The Company’s long-term investment consists of the following:
Schedule of Company’s long-term investment
| Entity | Balance at June 30, 2025 | Additions | Dispositions | Realized gain (loss) on sale of investment | Unrealized gain (loss) on change of fair value of investment | FX Movement | Balance at December 31, 2025 | |||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||
| Global Uranium and Enrichment Ltd. (Shares) | — | — | ||||||||||||||||||||||||||
| American Uranium Limited (Shares) | — | — | ||||||||||||||||||||||||||
| Nuran Wireless Inc. (Shares) | — | — | ( | ) | — | |||||||||||||||||||||||
| — | — | 162,016 | ||||||||||||||||||||||||||
Global Uranium Enrichment Ltd.
On April 16, 2025, the Company entered into a Subscription Agreement with Global Uranium and Enrichment Ltd. (“GUE”), an Australian Securities Exchange (ASX) listed entity. Pursuant to the agreement, the Company subscribed for shares of GUE at an aggregate subscription price of $, representing a 19.99% interest in GUE. In addition, the Company was granted 14,000,000 options exercisable at AU $0.13 per share, expiring three years from the date of issue.
The subscription shares and any shares issued on exercise of the options are subject to a six-month voluntary escrow period from completion, subject to certain limited exceptions. The Company is also entitled to appoint one nominee to GUE’s board of directors, conditional upon maintaining at least a 10% equity interest in GUE.
American Uranium Limited (formerly GTI Energy Limited)
On
August 8, 2025, the Company entered into a Subscription Agreement with GTI Energy Limited (“GTI”), an Australian public
company listed on the ASX. Under the agreement, the Company subscribed for fully paid ordinary shares in GTI at an
issue price of A$0.0035 per share, for total consideration of $
On August 29, 2025, GTI changed its name to American Uranium Limited (“AMU”) and completed a 1-for-40 share consolidation, bringing the Company’s ownership to shares and options with an exercise price of A$0.40.
22
Frontier Nuclear and Minerals Inc. (Formerly Snow Lake Resources Ltd.)
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Six Months Ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 11. | Long-term Investments (continued) |
Nuran Wireless Inc.
On December 22, 2025, the Company entered into a subscription agreement with Nuran Wireless Inc. (“Nuran”), a Canadian Securities Exchange (CSE) listed entity. Pursuant to the agreement, the Company subscribed for units of Nuran at an aggregate subscription price of $ (US $), with each unit comprising one common share and one-half of one common share purchase warrant. In addition, the Company was granted 629,757 warrants exercisable at 150% of the Issue Price per share, expiring five years from the closing date.
| 12. | Investment in Associate |
On October 17, 2025, the Company, through its wholly owned subsidiary Snow Lake Investments (US) Ltd., entered into a Subscription and Purchase Agreement with Kadmos Energy Services LLC (“Kadmos”), a Delaware limited liability company, to acquire an equity interest in Kadmos.
Under the agreement, the Company subscribed for Class A Membership Units of Kadmos for total aggregate consideration of US$10,000,000. At closing, $2,810,864 (US$2,000,000) was paid in cash. The remaining US$8,000,000 was evidenced by a Secured Promissory Note (the “Note”) issued to Kadmos, repayable in six instalments through October 17, 2027.
The investment was completed concurrently with the execution of an Amended and Restated Operating Agreement, the Secured Promissory Note, and a Unit Pledge Agreement. The resulting capital structure of Kadmos is as follows:
| ● | Class A Units issued to Snow Lake Investments (US) Ltd.; |
| ● | Class B Units issued to Exodys Energy and founding members; and |
| ● | Profits Interest Units authorized under a 2025 Equity Incentive Plan and Phantom Equity Plan for employees and consultants. |
The Company has determined that it exercises significant influence over Kadmos within the meaning of IAS 28 Investments in Associates and Joint Ventures and accordingly accounts for the investment using the equity method. This conclusion is based on the following indicators:
| ● | Economic interest: The Company holds 4,900,000 of 10,000,000 total voting units (Class A and Class B combined), representing approximately 49.0% of the economic and voting interest; |
| ● | Board representation: The Company has the right to appoint one member of the initial three-person Board of Managers, providing direct participation in financial and operating policy decisions; and |
| ● | Path to majority control: Upon contributing an additional US$2,000,000 under the Note, the Board expands to five members and the Company becomes entitled to appoint a majority of directors, further evidencing the significance of its influence over Kadmos. |
At
initial recognition on October 17, 2025, the investment in associate was recorded at $
| ● | Cash
consideration: $ |
| ● | Fair
value of Secured Promissory Note: The Note was initially recognised as a financial liability
at its fair value of $ |
The following table summarizes the movement in the carrying amount of the investment in associate for the six-month period ended December 31, 2025 and year ended June 30, 2025:
Schedule of Company’s movement in carrying amount of investment in associate
| December 31, 2025 | June 30, 2025 | |||||||
| $ | $ | |||||||
| Balance, beginning of period | ||||||||
| Initial recognition - cash consideration | ||||||||
| Initial recognition - Note payable | ||||||||
| Share of net loss of associate | ( | ) | ||||||
| Balance, end of period | ||||||||
23
Frontier Nuclear and Minerals Inc. (Formerly Snow Lake Resources Ltd.)
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Six Months Ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 12. | Investment in Associate (continued) |
The Note is classified as a financial liability measured at amortized cost in accordance with IFRS 9. Although the Note permits repayment at the Company’s sole discretion in either cash or freely tradable common shares of the Company, the lender is guaranteed receipt of the fixed principal amount of US$8,000,000 through a true-up mechanism that adjusts the number of shares delivered to equal the contracted dollar value. Accordingly, the instrument passes the solely payments of principal and interest (“SPPI”) criterion and amortized cost classification is appropriate.
The following table presents the movement in the carrying amount of the Note payable for the six-month period ended December 31, 2025 and year ended June 30, 2025:
Schedule of Company’s movement in the carrying amount of the note payable
| December 31, 2025 | June 30, 2025 | |||||||
| $ | $ | |||||||
| Balance, beginning of period | ||||||||
| Initial recognition - Note payable | ||||||||
| Interest on loan and debentures | ||||||||
| Impact of foreign exchange | ( | ) | ||||||
| Balance, end of period | ||||||||
| Current portion | ||||||||
| Long-term portion | ||||||||
| 13. | Right-of-Use Assets |
Effective July 1, 2025, the Company entered into a lease agreement for office space, for a term of seven years. As at December 31, 2025 and June 30, 2025, the Company’s right-of-use (“ROU”) assets are as follows:
Schedule of Right of Use Assets
| December 31, 2025 | June 30, 2025 | |||||||
| $ | $ | |||||||
| Cost, beginning of period | — | |||||||
| Additions for right-of-use assets | ||||||||
| Balance, end of period | ||||||||
Accumulated Amortization, beginning of period | — | |||||||
| Depreciation | ||||||||
| Accumulated Amortization, end of period | ||||||||
| Net Book Value | ||||||||
| 14. | Accounts Payable and Accrued Liabilities |
Schedule of Accounts Payable and Accrued Liabilities
| December 31, 2025 | June 30, 2025 | |||||||
| $ | $ | |||||||
| Trade payables | ||||||||
| Accrued liabilities | ||||||||
| 15. | Lease Liabilities |
The movements and carrying amounts of the Company’s ROU assets under lease as per disclosed in Note 13, are summarized as follows:
Schedule of Lease Liabilities
| December 31, 2025 | June 30, 2025 | |||||||
| $ | $ | |||||||
| Balance, beginning of period | ||||||||
| Additions of lease liabilities | ||||||||
| Lease payments | ( | ) | ( | ) | ||||
| Accretion on lease liabilities | ||||||||
| Impact of foreign exchange | ||||||||
24
Frontier Nuclear and Minerals Inc. (Formerly Snow Lake Resources Ltd.)
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Six Months Ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 16. | Derivative Liabilities |
The changes to the derivative liabilities are as follows:
Schedule of Changes to Derivative Liabilities
| December 31, 2025 | June 30, 2025 | |||||||
| $ | $ | |||||||
| Balance, beginning of period | ||||||||
| Fair value of derivative liability on date of issuance | ||||||||
| Fair value changes of derivative liability – Finders’ Warrants | ( | ) | ||||||
| Fair value changes of derivative liability – Incentive Warrants | ( | ) | ||||||
| Fair value changes of derivative liability – Settlement Warrants | ( | ) | ( | ) | ||||
| Fair value changes of derivative liability – Agents’ Warrants | ( | ) | ( | ) | ||||
| Fair value changes of derivative liability – Performance Warrants | ( | ) | ||||||
| Fair value changes of derivative liability – Octagon Warrants | ( | ) | ( | ) | ||||
| Balance, end of period | ||||||||
IPO Finders’ Warrants
In connection with the IPO which closed on November 23, 2021, the Company issued 14,154 finders’ warrants (each a “Finders’ Warrant”) exercisable at US $121.875 before November 19, 2026. The fair value of these Finders’ Warrants was estimated at $1,237,681 using the Black-Scholes valuation model (“Black-Scholes”) with the following assumptions: expected volatility of 100% based on comparable companies, expected dividend yield of 0%, risk-free interest rate of 1.58%, and an expected life of five years.
As at December 31, 2025, the derivative liability related to the Finders’ Warrants was measured at a fair value of $8,752 (June 30, 2025 - $7,225) using Black-Scholes with the following assumptions: share price of US $3.000, exercise price of US $121.875, expected volatility of 226.56%, expected dividend yield of 0%, risk-free interest rate of 2.57% and an estimated remaining life of 0.89 years.
During the six months ended December 31, 2025, the Company recorded a fair value increase of $1,527 on the derivative liability related to the Finders’ Warrants (December 31, 2024 – fair value gain of $4,279).
Incentive Warrants
On February 17, 2023, the Company issued 17,307 incentive warrants (each a “Incentive Warrant”) to a third-party pursuant to an engagement agreement between the parties, whereby each Incentive Warrant is exercisable for a period of two years at an exercise price of: (i) US $39.00 for 5,769 Incentive Warrants; (ii) US $52.00 for 5,769 Incentive Warrants; and (iii) US $65.00 for 5,769 Incentive Warrants. On initial recognition, the fair value of these Incentive Warrants was estimated at $409,496 using Black-Scholes with the following assumptions: expected volatility of 148% based on comparable companies, expected dividend yield of 0%, risk-free interest rate of 4.15%, and an expected life of two years. The fair value of the Incentive Warrants was recorded as consulting fees on the consolidated statements of loss and comprehensive loss.
As at December 31, 2025, the derivative liability related to the Incentive Warrants was measured at a fair value of $nil as the Incentive Warrants expired on February 17, 2025 (June 30, 2025 - $nil).
During the six months ended December 31, 2025, the Company recorded a fair value change of $nil (2024 – fair value decrease of $10,913) on the derivative liability related to the Incentive Warrants.
Settlement Warrants
On March 31, 2023, the Company issued 38,462 settlement warrants (each a “Settlement Warrant”) to two additional third-parties pursuant to an agreement for release and settlement of claims advanced against the Company, whereby each Settlement Warrant is exercisable for a period of three years at an exercise price of US $32.50. On initial recognition, the fair value of these Settlement Warrants was estimated at $979,294 using Black-Scholes with the following assumptions: expected volatility of 140% based on comparable companies, expected dividend yield of 0%, risk-free interest rate of 3.51%, and an expected life of three years. The fair value of the Settlement Warrants was recorded as professional fees on the consolidated statements of loss and comprehensive loss.
25
Frontier Nuclear and Minerals Inc. (Formerly Snow Lake Resources Ltd.)
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Six Months Ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 16. | Derivative Liabilities (continued) |
As at December 31, 2025, the derivative liability related to the Settlement Warrants was measured at a fair value of $1,074 (June 30, 2025 - $31,238) using Black-Scholes with the following assumptions: share price of US $3.00, exercise price of US $32.50, expected volatility of 195.53%, expected dividend yield of 0%, risk-free interest rate of 2.15% and an estimated remaining life of 0.25 years.
During
the six months ended December 31, 2025, the Company recorded a fair value decrease of $
Agents’ Warrants
On September 21, 2023, the Company issued 6,615 agents’ warrants (each an “Agents’ Warrant”) in connection to the flow-through financing, whereby each Agents’ Warrant is exercisable for a period of five years at an exercise price of US $34.71. On initial recognition, the fair value of these Agents’ Warrants was estimated at $139,639 using Black-Scholes with the following assumptions: expected volatility of 139% based on comparable companies, expected dividend yield of 0%, risk-free interest rate of 4.25%, and an expected life of five years. The fair value of the Agents’ Warrants was recorded as share issuance costs and netted against share capital on the consolidated statements of financial position.
As at December 31, 2025, the derivative liability related to the Agents’ Warrants was measured at a fair value of $14,642 (June 30, 2025 - $17,377) using Black-Scholes with the following assumptions: share price of US $3.00, exercise price of US $34.71, expected volatility of 162.92%, expected dividend yield of 0%, risk-free interest rate of 2.57% and an estimated remaining life of 2.73 years.
During
the six months ended December 31, 2025, the Company recorded a fair value decrease of $
Performance Warrants
On October 2, 2023, the Company issued 23,076 performance warrants (each a “Performance Warrant”) to a third-party pursuant to a marketing services agreement between the parties, whereby each Performance Warrant is exercisable for a period of one year at an exercise price of: (i) US $26.00 for 7,692 Performance Warrants; (ii) US $32.50 for 7,692 Performance Warrants; and (iii) US $39.00 for 7,692 Performance Warrants. On initial recognition, the fair value of these Performance Warrants was estimated at $171,631 using Black-Scholes with the following assumptions: expected volatility of 137% based on comparable companies, expected dividend yield of 0%, risk-free interest rate of 4.83%, and an expected life of one year. The fair value of the Performance Warrants was recorded as consulting fees on the consolidated statements of loss and comprehensive loss.
As at December 31, 2025, the derivative liability related to the Performance Warrants was measured at a fair value of $nil as the Performance Warrants expired on October 2, 2024 (June 30, 2025 - $nil)
During the six months ended December 31, 2025, the Company recorded a fair value change of $nil on the derivative liability related to the Performance Warrants (December 31, 2024 – fair value decrease of $946).
Octagon Warrants
On April 1, 2025, the Company issued 19,231 performance warrants (each an “Octagon Warrant”) to a third-party pursuant to the marketing agreement between the parties, whereby each Octagon Warrant is exercisable for a period of one year at an exercise price of US $13.00. On initial recognition, the fair value of these Octagon Warrants was estimated at $129,440 using Black-Scholes with the following assumptions: expected volatility of 238.19%, expected dividend yield of 0%, risk-free interest rate of 2.49%, and an expected life of one year. The fair value of the Octagon Warrants was recorded as consulting fees on the consolidated statements of loss and comprehensive loss.
As at December 31, 2025, the derivative liability related to the Octagon Warrants was measured at a fair value of $328 (June 30, 2025 - $56,073) using Black-Scholes with the following assumptions: share price of US $3.00, exercise price of US $13.00, expected volatility of 113.47%, expected dividend yield of 0%, risk-free interest rate of 2.15% and an estimated remaining life of 0.30 years.
During
the six months ending December 31, 2025, the Company recorded a fair value decrease of $
26
Frontier Nuclear and Minerals Inc. (Formerly Snow Lake Resources Ltd.)
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Six Months Ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 17. | Other Liabilities |
The Company grants RSUs which contained a put right option (the “Put Right Option”) where the holders can elect to settle in cash or in equity. These RSUs vest at various stages pending conditions of certain milestones. These RSUs with the Put Right Option are classified as other liabilities on the consolidated statements of financial position.
On January 30, 2023, the Company granted RSUs to various directors which contained a put right option (the “Put Right Option”) where the directors can elect to settle in cash or in equity. These RSUs vest at various stages pending conditions of certain milestones. As at August 9, 2023, RSUs with the Put Right Option had met certain milestones required to vest. On September 26, 2023, the Company paid $ (US $) to redeem these 12,308 RSUs at the Put Purchase Price. On January 10, 2025, the remaining RSUs with the Put Right Option were exercised. The Company paid $ (US $) to redeem these 18,461 RSUs at the Put Right Exercise Price.
On July 21, 2025, in connection with the adoption of the Company’s RSU Plan, the board of directors approved the transition of all previously issued RSUs into the RSU Plan, with vesting accelerated to the earlier of (i) the date following such adoption at which the applicable participant elects to vest, provided such date is within 30 months of the adoption date, and (ii) June 30, 2026, or such earlier date as the market capitalization of the Corporation exceeds US $150,000,000 for 10 consecutive trading days. Accordingly, 3,846 RSUs originally granted on July 14, 2023 and 890,375 RSUs originally granted on January 9, 2025 were recognized as liabilities at their respective fair values on the transition date, being US $30.90 for the July 14, 2023 grants and US $9.72 for the January 9, 2025 grants, based on the 30-day volume weighted average price of the Company’s common shares on the original grant date.
Concurrently, the Company granted 107,125 new RSUs to directors, officers, and a consultant of the Company at a grant date fair value of US $3.91 per RSU, based on the 30-day volume weighted average price of the Company’s common shares on July 21, 2025. Of these, 12,000 RSUs vested immediately on the grant date, with the remaining 95,125 RSUs vesting on the earlier of June 30, 2026, or the market capitalization of the Corporation exceeding US $150,000,000 for 10 consecutive trading days. Share-based compensation is recognized on a straight-line basis over the vesting period from July 21, 2025, to June 30, 2026.
On July 21, 2025, RSUs were redeemed for cash consideration of $.
The following table summarizes the movement in the RSU liability during the six-month period ended December 31, 2025 and the year ended June 30, 2025:
Schedule Of The Company’s Movement In RSU Liability
| December 31, 2025 | June 30, 2025 | |||||||
| $ | $ | |||||||
| Balance, beginning of period | ||||||||
| Share based compensation | ||||||||
| RSUs redeemed in cash | ( | ) | ( | ) | ||||
| Impact of foreign exchange | ( | ) | ||||||
| Balance, end of period | ||||||||
| 18. | Flow-Through Share Liability |
Flow-through share liability includes the liability portion of the flow-through shares issued. The flow-through common shares issued in the offering completed on September 21, 2023 were issued at a premium to the market price in recognition of the tax benefits accruing to subscribers. The flow-through premium was calculated to be $ and was derecognized through income as eligible expenditures were incurred.
During
the year ended June 30, 2025, the Company incurred eligible expenditures of $
As
of June 30, 2025, the Company had not fully spent the required amount, resulting in potential tax penalties and investor compensation
obligations. As a result, the Company has recorded a provision of $
27
Frontier Nuclear and Minerals Inc. (Formerly Snow Lake Resources Ltd.)
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Six Months Ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 19. | Share Capital |
Authorized share capital
The Company is authorized to issue an unlimited number of common shares without par value.
On May 2, 2025, the Company completed a 1-for-13 reverse stock split of its outstanding common shares. All references to the number of common shares, earnings per share, and per share information in these consolidated financial statements have been retroactively adjusted to reflect the impact of the share split for all periods presented. The total number of common shares outstanding decreased from to , with no change in total share capital.
Schedule of common shares issued and outstanding
| Number of common shares | Amount | |||||||
| # | $ | |||||||
| Balance, June 30, 2024 | ||||||||
| Shares issued on ATM financings | ||||||||
| Share issue costs | ( | ) | ||||||
| Shares issued per agreements | ||||||||
| Shares issued per option agreements | ||||||||
| Share based compensation | ||||||||
| Treasury shares held for cancellation | ( | ) | ( | ) | ||||
| Cash paid in lieu on shares consolidation | ( | ) | ( | ) | ||||
| Balance, June 30, 2025 | ||||||||
| Shares issued on ATM financings | ||||||||
| Share issue costs | ( | ) | ||||||
| Balance, December 31, 2025 | ||||||||
Share capital transactions for the six months ended December 31, 2025
On
April 17, 2025, the Company entered into an ATM Sales Agreement with ThinkEquity LLC (the “Agent”), pursuant to which
the Company may offer and sell, from time to time through the Agent, up to US$
In connection with the equity financings above, the Company paid fees and expenses for marketing, commissions, and professional services in the amount of $.
Share capital transactions for the year ended June 30, 2025
On August 7, 2024, the Company issued common shares in connection with the acquisition of the First Stage Interest with respect to the Engo Valley Uranium Project. These common shares were valued at $ based on the Company’s closing share price on the date of issuance.
On August 22, 2024, the Company entered into an ATM Sales Agreement, as amended on October 18, 2024, with the Agent, as sales agent, pursuant to which the Company may offer and sell, from time to time through the Agent, up to US$ of common shares of the Company. During the year ended June 30, 2025, the Company has sold common shares for gross proceeds of $4,081,551 (US $2,897,622).
On December 20, 2024, the Company issued common shares at a price of US $ per share in a best-efforts public offering, for gross proceeds of $ (US $6,457,500).
On December 31, 2024, the Company issued common shares at a price of US $ per share in a best-efforts public offering, for gross proceeds of $ (US $15,000,000).
On January 27, 2025, the Company issued common shares at a price of US $ per share in a best-efforts public offering for gross proceeds of $ (US $16,000,000).
On
April 17, 2025, the Company entered into an ATM Sales Agreement with the Agent, pursuant to which the Company may offer and sell,
from time to time through the Agent, up to US$
28
Frontier Nuclear and Minerals Inc. (Formerly Snow Lake Resources Ltd.)
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Six Months Ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 19. | Share Capital (continued) |
In connection with the equity financings above, the Company paid fees and expenses for marketing, commissions, and professional services in the amount of $.
On November 18, 2024, the Company issued common shares to 10152300 Manitoba LTD. pursuant to a debt settlement agreement for legal expenses between the parties. These common shares were valued at $ based on the Company’s closing share price on the date of issuance.
The Board of Directors approved the issuance of up to shares to settle debts owed to various creditors under a Debt Settlement Agreement. The shares were issued on January 10, 2025. These common shares were valued at $ based on the Company’s closing share price on the date of issuance.
On February 28, 2025, the Company issued common shares to 10183923 Manitoba Ltd. and common shares to 10152300 Manitoba LTD. pursuant to a debt settlement agreement between the respective parties. These common shares were valued at $ and $, respectively, based on the Company’s closing share price on the date of issuance.
On March 12, 2025, the Company issued common shares to 10223254 Manitoba Ltd. pursuant to a debt settlement agreement between the parties. These common shares were valued at $ based on the Company’s closing share price on the date of issuance.
On March 13, 2025, the Company issued common shares to 10223778 Manitoba Ltd. pursuant to a debt settlement agreement between the parties. These common shares were valued at $ based on the Company’s closing share price on the date of issuance.
On January 10, 2025, common shares were granted to directors and committee members. These common shares were valued at $ based on the Company’s closing share price on the date of issuance. The Company also issued common shares to the CEO on the exercise of RSUs.
During the year ended June 30, 2025, the Company bought back 22,919 shares for $191,898.
| 20. | Reserve for Share-Based Payments |
The Company maintains the Option Plan whereby certain key officers, directors and consultants may be granted stock options for common shares of the Company. The maximum number of common shares that are issuable under the Option Plan is limited to 185,133 common shares. Under the Option Plan, the exercise price of each option may not be lower than the greater of the closing price of the Company’s shares on the trading day prior to the grant date or the grant date itself, whichever is higher. Vesting of options is determined at the discretion of the Board. As at December 31, 2025, the Company had 118,996 common shares available for issuance under the Option Plan.
The following summarizes the stock option activity for the six months ended December 31, 2025, and the year ended June 30, 2025:
Schedule of stock option activity
| December 31, 2025 | June 30, 2025 | |||||||||||||||
| Weighted average | Weighted average | |||||||||||||||
| Number of options | exercise price | Number of options | exercise price | |||||||||||||
| # | $ | # | $ | |||||||||||||
| Opening Balance | USD | USD | ||||||||||||||
| Granted | USD | — | — | |||||||||||||
| Ending Balance | USD | USD | ||||||||||||||
29
Frontier Nuclear and Minerals Inc. (Formerly Snow Lake Resources Ltd.)
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Six Months Ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 20. | Reserve for Share-Based Payments (continued) |
Option activities for the six months ended December 31, 2025
On July 21, 2025, the Board of Directors approved the repricing of all outstanding stock options to a revised exercise price of US $ per option. The repricing applied to all option holders on a consistent basis. Management assessed the impact of the repricing and determined that the revised exercise price did not result in any incremental fair value being conveyed to option holders. Accordingly, no additional share-based payment expense has been recognized in relation to this repricing.
On
July 21, 2025, the Company granted options to a director. The options are exercisable at a price of US $ per common
share until January 30, 2028 and vested immediately on grant. The options were valued using Black-Scholes with the following assumptions:
expected volatility of %, expected dividend yield of %, risk-free interest rate of %, and an expected life of
Option activities for the year ended June 30, 2025
On January 9, 2025, the Board of Directors approved the repricing of all outstanding stock options to a revised exercise price of US $ per option (subsequently repriced to US $5.00). The repricing applied to all option holders on a consistent basis. Management assessed the impact of the repricing and determined that the revised exercise price did not result in any incremental fair value being conveyed to option holders. Accordingly, no additional share-based payment expense has been recognized in relation to this repricing.
The following table summarizes information of stock options outstanding and exercisable as at December 31, 2025:
Schedule of stock options outstanding and exercisable
| Weighted average | |||||||||||||||||
| Number of options | Number of options | remaining | |||||||||||||||
| Date of expiry | outstanding | exercisable | Exercise price | contractual life | |||||||||||||
| # | # | $ | Years | ||||||||||||||
| July 17, 2026 | USD | ||||||||||||||||
| November 18, 2026 | USD | ||||||||||||||||
| January 30, 2028 | USD | ||||||||||||||||
| May 24, 2029 | USD | ||||||||||||||||
| USD | |||||||||||||||||
| 21. | Reserve for Warrants |
The following summarizes the warrant activity for the six months ended December 31, 2025, and the year ended June 30, 2025:
Schedule of summarizes the warrants activity
| December 31, 2025 | June 30, 2025 | |||||||||||||||
| Number of | Weighted average | Number of | Weighted average | |||||||||||||
| warrants | exercise price | warrants | exercise price | |||||||||||||
| # | $ | # | $ | |||||||||||||
| Opening Balance | USD | USD | ||||||||||||||
| Issuance of Octagon Warrants | USD | |||||||||||||||
| Expired | — | — | ( | ) | USD | |||||||||||
| Expired | — | — | ( | ) | USD | |||||||||||
| Expired | — | — | ( | ) | USD | |||||||||||
| Expired | — | — | ( | ) | USD | |||||||||||
| Expired | — | — | ( | ) | USD | |||||||||||
| Expired | — | — | ( | ) | USD | |||||||||||
| Ending Balance | USD | USD | ||||||||||||||
For more information on the warrant issuances, see Note 16.
30
Frontier Nuclear and Minerals Inc. (Formerly Snow Lake Resources Ltd.)
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Six Months Ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 21. | Reserve for Warrants (continued) |
The following table summarizes information of warrants outstanding as at December 31, 2025:
| Number of | Weighted average | ||||||||||||
| warrants | remaining | ||||||||||||
| Date of expiry | outstanding | Exercise price | contractual life | ||||||||||
| # | $ | Years | |||||||||||
| March 31, 2026 | USD | ||||||||||||
| April 1, 2026 | USD | ||||||||||||
| November 19, 2026 | USD | ||||||||||||
| September 21, 2028 | USD | ||||||||||||
| USD | |||||||||||||
| 22. | Basic and Diluted Loss per Share |
The calculations of basic and diluted loss per share for the six months ended December 31, 2025, were based on the net loss of $ (2024 –$) and the weighted average number of basic and diluted common shares outstanding of (2024 – ).
| 23. | Related Party Transactions |
In accordance with IAS 24 – Related Party Disclosures, key management personnel, including companies controlled by them, are those persons having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, including any directors (executive and non-executive) of the Company. The remuneration of directors and key executives is determined by the compensation committee of the Board.
The remuneration of directors and other members of key management personnel during the six months ended December 31, 2025 and 2024 were as follows:
Schedule Of Remuneration Of Directors And Other Members Of Key Management Personnel
| December 31, 2025 | December 31, 2024 | |||||||
| $ | $ | |||||||
| Directors’ and Officers’ consulting fees | ||||||||
| Exploration and evaluation expenditures | ||||||||
Exploration and evaluation expenditures
During
the six months ended December 31, 2025, fees of $
Share-based compensation
During
the six months ended December 31, 2025, the Company had granted certain RSUs and options to various directors and officers. Total
stock-based compensation of $
Related party balances
All related party balances, for services and business expense reimbursements rendered as at December 31, 2025 and June 30, 2025 are non-interest bearing and payable on demand, and are comprised of the following:
Schedule Of All Related Party Balances Payable For Services And Business Expense Reimbursements Rendered
| December 31, 2025 | June 30, 2025 | |||||||
| $ | $ | |||||||
| Payable to officers and directors | ||||||||
31
Frontier Nuclear and Minerals Inc. (Formerly Snow Lake Resources Ltd.)
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Six Months Ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 24. | Capital Management |
The Company’s objective when managing capital is to safeguard its ability to continue as a going concern such that it can provide returns for shareholders and benefits for other stakeholders. The management of the capital structure is based on the funds available to the Company in order to support the acquisition, exploration and development of mineral properties and to maintain the Company in good standing with the various regulatory authorities. In order to maintain or adjust its capital structure, the Company may issue new shares, sell assets to settle liabilities, issue debt instruments or return capital to its shareholders. The Company monitors its capital structure and makes adjustments in light of changes in economic conditions and the risk characteristics of the underlying assets.
The Company is not subject to any capital requirements imposed by a lending institution or regulatory body, other than the flow-through obligations from the Offering.
| 25. | Financial Risks |
The Company is exposed to various risks as it relates to financial instruments. Management, in conjunction with the Board, mitigates these risks by assessing, monitoring and approving the Company’s risk management process. There have not been any changes in the nature of these risks or the process of managing these risks from the previous reporting periods.
Credit risk
Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. The Company’s credit risk is primarily attributable to cash and short-term receivables. Cash is held with reputable chartered bank in Canada, which is closely monitored by management. Management believes that the credit risk concentration with respect to financial instruments included in cash and short-term receivables is minimal.
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 the capital market is hindered, whether as a result of a downturn in stock market conditions generally or related to matters specific to the Company. The Company generates cash flow primarily from its financing and investing activities.
As
at December 31, 2025, the Company had a cash balance of $
As at December 31, 2025, the Company had the following undiscounted contractual obligations:
Schedule of contractual obligations
| Less than 1 year | 1 to 3 years | 3 to 5 years | Total | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Accounts payable and accrued liabilities | ||||||||||||||||
| Due to related parties | ||||||||||||||||
| Lease liabilities | ||||||||||||||||
| Loan payable | ||||||||||||||||
| Deferred liabilities | ||||||||||||||||
| Other liabilities | ||||||||||||||||
| Total | ||||||||||||||||
The Company manages liquidity risk by maintaining adequate cash reserves and by continuously monitoring forecasts and actual cash flows for a rolling period of 12 months to identify financial requirements. Where insufficient liquidity may exist, the Company may pursue various debt and equity instruments for short or long-term financing of its operations. Management believes there is sufficient capital to meet short-term business obligations, after taking into account cash flow requirements from operations and the Company’s cash position as at December 31, 2025.
32
Frontier Nuclear and Minerals Inc. (Formerly Snow Lake Resources Ltd.)
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Six Months Ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 25. | Financial Risks (continued) |
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. As at December 31, 2025, the Company had no hedging agreements in place with respect to floating interest rates. Management believes that the interest rate risk concentration with respect to financial instruments is minimal.
Foreign exchange risk
Foreign exchange risk is the risk that the Company will be subject to foreign currency fluctuations in satisfying obligations related to its foreign activities. The Company has financial instruments and transactions denominated in foreign currencies, notably in USD. The Company’s primary exposure to foreign exchange risk is that transactions denominated in foreign currency may expose the Company to the risk of exchange rate fluctuations. Based on its current operations, management believes that the foreign exchange risk is not significant; however, the Company monitors its USD-denominated balances and transactions on an ongoing basis.
Fair value
Fair value estimates of financial instruments are made at a specific point in time based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values.
As at December 31, 2025, the Company’s financial instruments consisted of cash, short-term and long-term loans receivable, short-term and long-term investments, accounts payable, due to related parties, lease liabilities, loan payable, derivative liabilities, deferred liabilities, and other liabilities.
The fair value of accounts payable, loan payable, short-term and long-term loans receivable, deferred liabilities and due to related parties are approximately equal to their carrying value due to their short-term nature. The fair values of the lease liabilities approximate their carrying amounts as they were measured taking into consideration comparable instruments with similar risks in determining the rates at which to discount their amount in applying their respective measurement models.
The Company classifies fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:
| ● | Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities. |
| ● | Level 2 – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and |
| ● | Level 3 – Inputs for the asset or liability that are not based on observable market data (unobservable inputs). |
Schedule of Fair Value Measurements
| December 31, 2025 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Cash | ||||||||||||||||
| Short-term loan receivable | ||||||||||||||||
| Short-term investments | ||||||||||||||||
| Long-term investment | ||||||||||||||||
| Accounts payable and accrued liabilities | ( | ) | ( | ) | ||||||||||||
| Due to related party | ( | ) | ( | ) | ||||||||||||
| Lease liabilities | ( | ) | ( | ) | ||||||||||||
| Loan payable | ( | ) | ( | ) | ||||||||||||
| Deferred liabilities | ( | ) | ( | ) | ||||||||||||
| Derivative liabilities | ( | ) | ( | ) | ||||||||||||
| Other liabilities | ( | ) | ( | ) | ||||||||||||
| Total | ( | ) | ||||||||||||||
33
Frontier Nuclear and Minerals Inc. (Formerly Snow Lake Resources Ltd.)
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Six Months Ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 25. | Financial Risks (continued) |
| June 30, 2025 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Cash | ||||||||||||||||
| Short-term loan receivable | ||||||||||||||||
| Short-term investments | ||||||||||||||||
| Long-term loan receivable | ||||||||||||||||
| Long-term investment | ||||||||||||||||
| Accounts payable and accrued liabilities | ( | ) | ( | ) | ||||||||||||
| Due to related party | ( | ) | ( | ) | ||||||||||||
| Deferred liabilities | ( | ) | ( | ) | ||||||||||||
| Derivative liabilities | ( | ) | ( | ) | ||||||||||||
| Total | ( | ) | ||||||||||||||
As at December 31, 2025, the Company’s financial instruments carried at fair value consisted of its cash, short-term and long-term investments, accounts payable and accrued liabilities, and due to related parties which are classified as Level 1, and its short-term and long-term receivables, deferred liabilities, derivative liabilities, and other liabilities, which have been classified as Level 2. There were no transfers between Levels 2 and 3 for recurring fair value measurements during the periods ended December 31, 2025 and June 30, 2025.
| 26. | Contingencies |
The Company’s E&E activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. As at December 31, 2025, the Company believes its operations are materially in compliance with all applicable laws and regulations. The Company expects to make future expenditures to comply with such laws and regulations.
As
of December 31, 2025, the Company has made a claim against certain former directors of the Company and their holding companies
for, among other things, breach of fiduciary duty as a result of, amongst other matters, of those directors approving changes
to the consulting agreements between the former CEO and COO and their holding companies, for termination payments of US $
As of the date of approval of these consolidated financial statements, all defendants have now filed Statements of Defence. All defendants have made counterclaims seeking indemnification for legal fees incurred in responding to this claim in relation to directors’ indemnity agreements they have with the Company. The Company takes the position that the defendants are not eligible for indemnity payments as a result of their breaches of fiduciary duties. The next step will be for the Company to file its Replies and Defences to Counterclaims, and then proceed to discovery. As at December 31, 2025, as the outcome of the claims remains uncertain, the Company had not recognized any contingent assets on the consolidated statements of financial position.
| 27. | Subsequent Events |
Acquisition of GUE
On
February 13, 2026, the Company completed the acquisition of the remaining
As
consideration for the Acquisition, the Company issued an aggregate of common shares.
34
Frontier Nuclear and Minerals Inc. (Formerly Snow Lake Resources Ltd.)
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Six Months Ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| 27. | Subsequent Events (continued) |
Debt Settlement
On February 24 and 25, 2026, the Company settled an aggregate of US$ in outstanding trade payables through the issuance of common shares ( shares and shares, respectively)
RSU Redemptions
Subsequent to December 31, 2025, RSUs were redeemed for a cash equivalent amount of US$, which remains payable by the Company.
RSU Settlement and Debt Conversion Agreements
Subsequent to December 31, 2025, the Company entered into arrangements concerning the settlement of certain RSU-related obligations. Those arrangements were superseded by settlement and confirmation agreements effective June 30, 2026.
Effective June 30, 2026, the Company entered into an RSU amending, confirmation and settlement agreement with certain RSU holders and related shareholders. Pursuant to the agreement, common shares were confirmed and recognized at a deemed price of US$ per share as consideration for the full and final release and settlement of claims relating to a prior RSU award. Following the settlement, no RSUs remain outstanding in favour of the applicable participant. The executed agreement supports the characterization of the 7,098,872 shares as consideration for the release, rather than settlement of the previously asserted cash equivalent amounts.
The agreement also settled a US$ obligation relating to vested RSUs through an aggregate of common shares at a deemed price of US$ per share. This amount consists of common shares that were confirmed and recognized and additional common shares to be issued from treasury.
Also effective June 30, 2026, the Company
entered into an assignment, debt conversion and amending agreement pursuant to which A$6,332,613 of convertible note indebtedness
was converted into common shares at a deemed price of US$ per share. Of those shares, common shares were
satisfied through the confirmation and recognition of existing common shares and additional common shares are to be issued
from treasury. The maturity date of a secured promissory note owing to the Company, with an aggregate balance of US$
35
Exhibit 99.2
Frontier Nuclear and Minerals Inc.
(Formerly Snow Lake Resources Ltd.)
Management’s Discussion and Analysis
For the Six Months Ended December 31, 2025
(Expressed in Canadian Dollars)
Frontier Nuclear and Minerals Inc.
Management’s Discussion and Analysis
For the Six Months Ended December 31, 2025
(Expressed in Canadian Dollars)
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) of Frontier Nuclear and Minerals Inc. (“Frontier”, “we”, “us” or the “Company”), summarizes the significant factors affecting our operating results, financial condition, liquidity and cash flows as of and for the six months ended December 31, 2025. This MD&A should be read in conjunction with the Company’s unaudited condensed interim consolidated financial statements and the related notes thereto for the six months ended December 31, 2025 and 2024 (the “Q2 2026 Financials”) , as well as the Company’s Annual Report on Form 20-F for the year ended June 30, 2025 (the “2025 Annual Report”). This MD&A contains forward-looking statements that are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors.
The Q2 2026 Financials and the financial information contained in this MD&A are prepared pursuant to IFRS Accounting Standards as issued by the International Accounting Standards Board (“IFRS”) and in accordance with the standards of the United States Public Company Accounting Oversight Board. As permitted by the rules of the United States Securities and Exchange Commission (the “SEC”) for foreign private issuers, the Company does not reconcile our financial statements to United States generally accepted accounting principles.
This MD&A reports the Company’s activities through August 21, 2026, unless otherwise indicated. All figures are expressed in Canadian dollars (“$” or “”), unless otherwise noted.
During the six months ended December 31, 2025, the Company remained at the exploration stage, had not placed any of its mineral properties into production, and has not generated any revenues. The Company’s planned exploration and development of mineral resources, primarily uranium, will require significant investment prior to commercial introduction and may never be successfully developed or commercially successful.
Business Outlook and Strategy
Frontier was incorporated in the Province of Manitoba, Canada under the Corporations Act (Manitoba) on May 25, 2018. On November 22, 2021, the Company was listed for trading under the NASDAQ Composite. Effective March 16, 2026, the Company changed its legal name from Snow Lake Resources Ltd. to Frontier Nuclear and Minerals Inc. and its Nasdaq trading symbol from ‘LITM’ to ‘FNUC’. The corporate and registered office of the Company is 360 Main St, 30th Floor, Winnipeg, Manitoba, R3C 4G1, Canada.
The Company is a nuclear fuel cycle and critical minerals company with a portfolio of U.S.-focused uranium projects, together with interests in next-generation uranium enrichment and small modular reactors. Currently, our main uranium project is the Pine Ridge Uranium Project, an exploration stage project located in the Powder River Basin in Wyoming, United States. We also hold a portfolio of additional exploration stage critical minerals projects located in Manitoba, Canada and Namibia, as well as investments in a number of companies with critical minerals assets, including rare earths and lithium, in North America.
On March 16, 2026, the Company announced its intention to spin-off its lithium assets into a separate entity. The proposed spin-off is intended to increase management focus on the Company’s nuclear fuel cycle activities, establish distinct strategic and capital allocation priorities for the lithium business, and improve transparency for shareholders. The structure, timing and completion of the proposed spin-off remain subject to further planning, board approval, and applicable regulatory approvals, and there can be no assurance that the spin-off will be completed on the terms currently proposed, or at all.
For the six months ended December 31, 2025, the Company incurred a net loss of $14,954,249 (2024 – $2,357,257) and had negative cash flow from operations of $4,443,988 (2024 – $2,554,578), and as at December 31, 2025, the Company had an accumulated deficit of $57,488,275 (June 30, 2025 – accumulated deficit of $42,534,026). The Company has not yet placed any of its mineral properties into production and, as a result, the Company has no source of operating cash flow. The Company’s ability to continue as a going concern is dependent upon the Company achieving profitable operations to generate sufficient cash flows to fund continuing operations, or, in the absence of adequate cash flows from operations, obtaining additional financing to support operations for the foreseeable future, and to meet future commitments. It is not possible to predict whether financing efforts will be successful or if the Company will attain profitable levels of operations. These conditions, and the unpredictability of the mining business, represent material uncertainties which may cast significant doubt upon the Company’s ability to continue as a going concern.
2
Frontier Nuclear and Minerals Inc.
Management’s Discussion and Analysis
For the Six Months Ended December 31, 2025
(Expressed in Canadian Dollars)
Uranium Market
Overview
Currently, the primary significant commercial use for U3O8 is as a fuel for nuclear power plants for the generation of electricity. Global demand for electricity is estimated to grow by approximately 50% by 2040, with calls to triple global nuclear capacity by 2050.
Nuclear energy underpins the three major global trends of electrification, decarbonization, and energy security. Nuclear power plays a critical role in energy transition, as it is widely stated that there is no path to net zero carbon without nuclear power. At the 2023 United Nations Climate Change Conference or Conference of the Parties of the UNFCCC (more commonly known as COP 29), a total of 31 countries agreed to target tripling nuclear capacity by 2050 as countries focus on energy security and affordability. Nuclear energy provides clean, non-CO2 emissions, and low-cost energy, with greater generating capacity per footprint than other fuel sources. Nuclear power programs continue to expand, with 440 operating reactors in 31 countries, and with 60 reactors under construction in 18 countries.
Geopolitical Events
Geopolitical events continue to shape the global uranium market, including the ongoing Russian invasion of Ukraine, political instability in Niger, and the United States passing a series of laws banning the importation of Russian uranium and facilitating American nuclear energy leadership. These events continue to influence and drive the global energy mix and policy, with renewed focus on nuclear power as a means of ensuring energy security.
During 2024, the United States passed two significant pieces of legislation designed to advance clean energy, enhance energy security and independence, and revive an aging nuclear energy industry at home and bolster cutting-edge technologies abroad.
In May 2024, then President Biden signed into law the “Prohibiting Russian Uranium Imports Act,” which bans the import of enriched uranium produced in Russia or by Russian entities, and is designed to enhance the United States' energy security by reducing its dependence on Russia for nuclear fuels. It also unlocks funding to support domestic uranium production. Russia is currently the largest foreign supplier of enriched uranium to the United States, according to U.S. Energy Department data.
In June 2024, the U.S. Senate passed the “Accelerating Deployment of Versatile, Advanced Nuclear for Clean Energy Act,” or the ADVANCE Act, which is designed to reestablish the United States as the global leader in nuclear energy in the 21st century. The ADVANCE Act is aimed at strengthening the United States' energy security, as well as expanding nuclear power as a clean, reliable power source designed to remain a major part of the United States future energy mix.
On May 22, 2025, the U.S. Administration issued four executive orders, or the Nuclear Executive Orders, designed specifically to accelerate the deployment of nuclear energy in the United States. The Nuclear Executive Orders are designed to:
| ● | Accelerate the deployment of nuclear energy in the United States; |
| ● | Deploy advanced nuclear reactor technologies, including small modular reactors; |
| ● | Quadruple nuclear energy in the United States by 2050; and |
| ● | Reinvigorate the nuclear industrial base, including uranium mining and enrichment. |
Combined with all previous executive orders issued by the current U.S. Administration during 2025 on critical minerals, including uranium, these orders are expected to increase global demand for uranium and accelerate U.S. domestic uranium mining.
On November 7, 2025, the U.S. Geological Survey, on behalf of the Secretary of the Interior, published the Final 2025 List of Critical Minerals, adding uranium to the list following recommendations from the Department of Energy and the Department of War. This designation recognizes uranium’s strategic importance to both civilian energy and U.S. defense capabilities and may enable qualifying uranium projects to access government loan programs, grant funding, and FAST-41 streamlined permitting pathways.
3
Frontier Nuclear and Minerals Inc.
Management’s Discussion and Analysis
For the Six Months Ended December 31, 2025
(Expressed in Canadian Dollars)
In January 2026, the U.S. Department of Energy announced US$2.7 billion in task orders over the next decade to restore U.S. domestic uranium enrichment capacity, representing a further example of U.S. federal investment intended to accelerate the build-out of domestic capacity across the nuclear fuel cycle. The U.S. Administration’s stated objective of quadrupling U.S. nuclear capacity by 2050 is expected to increase annual U.S. uranium requirements from approximately 47 million pounds to approximately 190 million pounds, a supply gap that domestic uranium production is not expected to fill, resulting in continued reliance on uranium imports from allied jurisdictions.
Supply of Uranium
Geopolitical events continue to disrupt the global uranium supply chain. A combination of low prices over the past decade, underinvestment in uranium projects and nuclear power, mine closures, challenges in re-starting idled uranium mines, and the COVID-19 pandemic, have all contributed to a reduction in the global supply of uranium. More recently, uranium producers, developers, and physical uranium holding companies have continued to buy physical uranium, putting further strain on the uranium supply chain.
Demand for Uranium
Demand for uranium is being driven by the increasing focus on nuclear power as a component part of net zero, a policy shift to include nuclear power as clean energy, and the number of nuclear reactors in operation and under construction.
As noted above, with 440 operating reactors in 31 countries, and with 60 reactors under construction in 18 countries, total uncovered uranium requirements are estimated to be more than 500 million pounds through 2030. The World Nuclear Association’s Nuclear Fuel Report (2023) predicts a 28% increase in uranium demand from 2023 through 2030, with a 51% increase in uranium demand for the period from 2031 through 2040, providing plenty of scope for growth in nuclear capacity in a world focused on carbon emissions. Demand for uranium is forecast to outstrip uranium supply over the next decade.
Prices
As a result of the demand-and-supply dynamics, prices of uranium have recovered from their lows over the past decade and briefly exceeded US$100 per pound U3O8 in January 2024, with current prices hovering around US$80 per pound U3O8.
We are of the view that the combination of supply and demand factors, against the backdrop of the search for solutions to decarbonization and managing global geopolitical risks, is positive for uranium exploration over the next decade.
Lithium Market
Until recently, our Snow Lake Project constituted our sole material project. The lithium market currently remains depressed. Lithium prices continue to remain low after a stratospheric rise in 2022, followed by a precipitous 80% drop during 2023. Demand for lithium continues to be weak, and a number of major global lithium producers continue to curtail production until the lithium market and lithium prices recover. Given the current state of the lithium markets, as mentioned above, our primary focus over the next year will be to advance the exploration of our uranium projects. Subsequent to the period, the Company announced its intention to spin-off its lithium assets, including the Snow Lake Lithium™ Project and the Shatford Lake Lithium Project described below, into a separate entity, allowing each business to pursue its own dedicated strategic and capital allocation priorities.
4
Frontier Nuclear and Minerals Inc.
Management’s Discussion and Analysis
For the Six Months Ended December 31, 2025
(Expressed in Canadian Dollars)
Corporate Developments
Acquisition of Global Uranium and Enrichment Limited
On October 6, 2025, the Company announced entry into a definitive agreement with Global Uranium and Enrichment Limited (“GUE”), an Australian uranium exploration and development company, to acquire 100% of the shares and options of GUE that the Company did not already own.
On February 13, 2026, subsequent to the six months ended December 31, 2025, the Company completed the acquisition of the remaining 80.30% of the issued and outstanding ordinary shares of GUE by way of a scheme of arrangement under Part 5.1 of the Corporations Act 2001 (Cth) of Australia (the "Acquisition"). The Acquisition was approved by GUE securityholders on January 27, 2026, representing 99.19% of votes cast in favour, and was sanctioned by the Federal Court of Australia on February 3, 2026.
GUE shareholders received 6,671,018 common shares of the Company as consideration under the Share Scheme. In connection with the Option Scheme, the Company also issued 393,108 warrants exercisable at US$4.8185 per share until April 21, 2028, and 522,519 warrants exercisable at US$5.5598 per share until May 14, 2027, in replacement of all cancelled GUE options.
The Acquisition represents a significant step in the Company’s strategy to establish a diversified, U.S.-focused nuclear fuel cycle business. The transaction delivers the following to the Company:
| ● | Uranium Exploration and Development: Uranium Exploration and Development: The Acquisition consolidates GUE’s portfolio of U.S. uranium exploration and development projects, including the Pine Ridge Uranium Project located in the Powder River Basin of Wyoming, one of the premier uranium-producing basins in the United States, as well as the Tallahassee Project, an established uranium resource base located in Colorado, and additional projects in Utah. These assets substantially expand the Company’s uranium resource base in the U.S. |
Prior to the Acquisition, the Pine Ridge Uranium Project was held through Powder River Basin LLC, a 50/50 joint venture between the Company and GUE, as described under "Properties" below. Following completion of the Acquisition, the Company now holds a 100% indirect interest in the Pine Ridge Uranium Project through its consolidation of GUE.
| ● | Uranium Enrichment Technology: Through GUE, the Company acquired a cornerstone shareholding in Ubaryon Pty Ltd. (“Ubaryon”), a developer of next-generation uranium enrichment technology. The Company is Ubaryon’s largest shareholder and believes enrichment technology represents a critical and strategically significant component of the domestic U.S. nuclear fuel cycle. |
Ubaryon is a private Australian company developing and commercializing a uranium enrichment technology based on the chemical separation of naturally occurring uranium isotopes. A significant feature of the technology is that it eliminates the need for conversion from uranium oxide to gaseous uranium and the need for deconversion back to uranium oxide, simplifying the enrichment process and allowing for additional flexibility in the nuclear fuel cycle supply chain.
As part of due diligence completed in connection with an investment in Ubaryon by Urenco Limited, a global uranium enrichment company with enrichment facilities in Germany, the Netherlands, the UK and the U.S., Ubaryon received independent technical reviews confirming its technology is currently at a Technology Readiness Level ("TRL") of TRL-4, with a defined development program intended to support progression toward TRL-5 over the next three years, subject to technical milestones. In connection with Urenco’s investment, Urenco received a "no objection" ruling from the Australian Foreign Investment Review Board, and Ubaryon received "in principle" approval from Defence Export Control to deal with Urenco regarding its core uranium technology. Following completion of the GUE Acquisition, the Company became the largest shareholder of Ubaryon, with Urenco as the second largest shareholder.
Ubaryon has also developed a sorbent powder, which is patent pending, for the recovery of uranium from waste solutions, and has received interest from several companies to evaluate its potential applications.
5
Frontier Nuclear and Minerals Inc.
Management’s Discussion and Analysis
For the Six Months Ended December 31, 2025
(Expressed in Canadian Dollars)
Kadmos Energy Services
On October 17, 2025, the Company, through its wholly owned subsidiary Snow Lake Investments (US) Ltd., entered into a Subscription and Purchase Agreement with Kadmos Energy Services LLC ("Kadmos"), a Delaware limited liability company, to acquire an equity interest in Kadmos.
Under the agreement, the Company subscribed for 4,900,000 Class A Membership Units of Kadmos for total aggregate consideration of US$10,000,000. At closing, US$2,000,000 was paid in cash. The remaining US$8,000,000 was evidenced by a Secured Promissory Note (the "Note") issued to Kadmos, repayable in six instalments through October 17, 2027.
The investment was completed concurrently with the execution of an Amended and Restated Operating Agreement, the Secured Promissory Note, and a Unit Pledge Agreement. The resulting capital structure of Kadmos is as follows:
| ● | 4,900,000 Class A Units issued to Snow Lake Investments (US) Ltd.; |
| ● | 5,100,000 Class B Units issued to Exodys Energy and founding members; and |
| ● | 1,000,000 Profits Interest Units authorized under a 2025 Equity Incentive Plan and Phantom Equity Plan for employees and consultants. |
Kadmos is governed by a board of managers. The board of managers of Kadmos initially consists of three members of which one is required to be, and has been, appointed by the Company. The board of managers of Kadmos will expand to five members if the Company contributes an additional US$2,000,000 under the promissory note, thereby granting us the right to appoint a majority of the members of the board of directors of Kadmos.
We also entered into an option agreement with a member of Kadmos, pursuant to which such member granted us an irrevocable option to purchase, from time to time, an aggregate of up to 1,550,000 Class B Membership Units in Kadmos. The option expires on October 20, 2030 or such earlier date as we may decide to terminate the option at our sole discretion. The purchase price may be paid, at our sole discretion, in either cash or our common shares.
For purposes of our obligations under the promissory note issued to Kadmos and the option agreement with the member of Kadmos, we agreed to place an aggregate of 2,500,000 of our common shares in escrow, pursuant to an escrow agreement, with 1560058 B.C. Ltd. serving as escrow agent.
Kadmos is an Idaho-based developer of pressurized water reactor ("PWR") small modular reactor ("SMR") power plants, led by CEO Youssef Ballout, with a focus on providing reliable and sustainable energy through a vertically-integrated supply chain. Kadmos has also entered into a strategic relationship with Exodys Energy, a company focused on uranium recycling, with the objective of addressing fuel availability and waste management considerations relevant to the deployment of SMRs.
Subsequent to the six months ended December 31, 2025, on March 5, 2026, Kadmos submitted a response to the Texas Advanced Nuclear Energy Office’s Request for Information process, outlining recommendations to accelerate the deployment of advanced nuclear power generation in Texas. Kadmos' response emphasized the use of mature PWR technology, similar to that used at Texas' existing commercial nuclear reactors, with the objective of facilitating a shift from information-gathering to deployment with reduced regulatory, technical, and supply chain risk.
Management believes that the successful development of the Company’s uranium mining and milling projects may present an opportunity for Kadmos to become an anchor customer for offtake from such projects.
American Uranium Limited (formerly GTI Energy Limited)
On August 8, 2025, the Company entered into a Subscription Agreement with GTI Energy Limited (“GTI”), an Australian public company listed on the ASX. Under the agreement, the Company subscribed for 424,866,286 fully paid ordinary shares in GTI at an issue price of A$0.0035 per share, for total consideration of $1,333,719 (A$1,487,032). The subscription also included 212,433,143 free-attaching options with an exercise price of A$0.01 per option expiring September 25, 2028.
On August 29, 2025, GTI changed its name to American Uranium Limited (“AMU”) and completed a 1-for-40 share consolidation, bringing the Company’s ownership to 10,621,657 shares and 5,310,828 options with an exercise price of A$0.40.
6
Frontier Nuclear and Minerals Inc.
Management’s Discussion and Analysis
For the Six Months Ended December 31, 2025
(Expressed in Canadian Dollars)
Financing Activities
During the six months ended December 31, 2025, the Company sold 6,755,183 common shares for gross proceeds of US$36,248,727 under the April 2025 ATM Sales Agreement.
RSU Redemptions
Subsequent to December 31, 2025, 131,792 RSUs were redeemed for a cash equivalent amount of US$499,955, which remains payable by the Company.
RSU Settlement and Debt Conversion Agreements
Subsequent to December 31, 2025, the Company entered into arrangements concerning the settlement of certain RSU-related obligations. Those arrangements were superseded by settlement and confirmation agreements effective June 30, 2026.
Effective June 30, 2026, the Company entered into an RSU amending, confirmation and settlement agreement with certain RSU holders and related shareholders. Pursuant to the agreement, 7,098,872 common shares were confirmed and recognized at a deemed price of US$1.15 per share as consideration for the full and final release and settlement of claims relating to a prior RSU award. Following the settlement, no RSUs remain outstanding in favour of the applicable participant. The executed agreement supports the characterization of the 7,098,872 shares as consideration for the release, rather than settlement of the previously asserted cash equivalent amounts.
The agreement also settled a US$29,313 obligation relating to 7,500 vested RSUs through an aggregate of 25,489 common shares at a deemed price of US$1.15 per share. This amount consists of 13,055 common shares that were confirmed and recognized and 12,434 additional common shares to be issued from treasury.
Also effective June 30, 2026, the Company entered into an assignment, debt conversion and amending agreement pursuant to which A$6,332,613 of convertible note indebtedness was converted into 3,810,030 common shares at a deemed price of US$1.15 per share. Of those shares, 3,589,832 common shares were satisfied through the confirmation and recognition of existing common shares and 220,198 additional common shares are to be issued from treasury. The maturity date of a secured promissory note owing to the Company, with an aggregate balance of US$5,629,205 as at June 30, 2026, was extended to July 1, 2027.
Properties
Our uranium projects consist of (i) the Pine Ridge Uranium Project, a 50/50 joint venture exploration stage project located in the Powder River Basin in Wyoming, United States and (ii) the Engo Valley Uranium Project, in Namibia. We also have two lithium projects, namely (i) the Thompson Brothers project and the Grass River project, or collectively, the Snow Lake Lithium™ Project, in the Snow Lake region of Northern Manitoba, Canada and (ii) the Shatford Lake Lithium Project, adjacent to the Tanco tantalum, cesium and lithium mine in Southern Manitoba, Canada. We also have an interest in the Mound Lake Property, an early-stage exploration property located in northwestern Ontario, Canada, as well as investments in a number of companies with critical minerals assets, including rare earths and lithium. The foregoing projects are described below.
The Pine Ridge Uranium Project
On March 12, 2025, we announced that we had entered into a 50/50 joint venture, or the Joint Venture, with GUE, to acquire 100% of the Pine Ridge Uranium Project, an exploration project located in Wyoming, United States.
Powder River Basin LLC, a limited liability company 50% owned by Usuran Resources Inc, a wholly owned subsidiary of GUE, and 50% owned by Snow Lake Exploration (US) Ltd., our wholly owned subsidiary, entered into a Purchase and Sale Agreement with Stakeholder Energy, LLC, or the Pine Ridge Purchase and Sale Agreement. Pursuant to the Pine Ridge Purchase and Sale Agreement, Stakeholder Energy, LLC agreed to sell the Pine Ridge Uranium Project to Powder River Basin LLC for the following consideration:
Payment by Powder River Basin LLC to Stakeholder Energy, LLC of an aggregate of US$22,500,000 in cash, payable in three installments of US$7,500,000 each, as follows:
| a) | US$7,500,000 to be paid at the closing, or the Pine Ridge Closing, of the purchase of the Pine Ridge Uranium Project pursuant to the Pine Ridge Purchase and Sale Agreement, or the First Installment (which amount has been paid); |
| b) | US$7,500,000 to be paid on or before the one-year anniversary of the Pine Ridge Closing, or the Second Installment (which amount has been paid); and |
| c) | US$7,500,000 to be paid on or before the two-year anniversary of the Pine Ridge Closing, or the Third Installment. |
In addition, the Pine Ridge Purchase and Sale Agreement obligates Powder River Basin LLC to pay Stakeholder Energy, LLC a production royalty based on an applicable royalty percentage (which will be calculated by a net smelter returns variable between 3.5% and 6%, dependent on U3O8 realized price) from uranium, vanadium and related minerals produced and sold or deemed sold by Powder River Basin LLC from any additional property or property interests acquired by the Powder River Basin LLC, or its affiliates or permitted assigns, within 20 years after March 11, 2025.
The Pine Ridge Purchase and Sale Agreement also requires Powder River Basin LLC to expend a minimum of US$10,000,000 in exploration and development costs by the three-year anniversary of the Pine Ridge Closing.
In connection with Powder River Basin LLC’s payment and performance obligations under the Pine Ridge Purchase and Sale Agreement, the terms of the agreement governing the Joint Venture, or the Joint Venture Agreement, obligates each party to the Joint Venture (being Usuran Resources Inc, a wholly owned subsidiary of GUE, and Snow Lake Exploration (US) Ltd., our wholly owned subsidiary) to contribute the following amounts in cash to Powder River Basin LLC:
| i. | US$5,250,000 prior to the first anniversary of the Pine Ridge Closing (of which US$3,750,000 was required to be, and was, contributed prior to the Pine Ridge Closing); |
| ii. | US$5,250,000 prior to the second anniversary of the Pine Ridge Closing; and |
| iii. | US$2,000,000 prior to the third anniversary of the Closing under the Acquisition Agreement. |
7
Frontier Nuclear and Minerals Inc.
Management’s Discussion and Analysis
For the Six Months Ended December 31, 2025
(Expressed in Canadian Dollars)
The Pine Ridge Closing occurred on April 28, 2025. On April 28, 2025, we also consummated our acquisition of an approximately 19.99% interest in GUE.
The Joint Venture entity, Powder River Basin LLC, has a management committee consisting of four representatives, two of which are required to be, and have been, appointed by Usuran Resources Inc and two of which are required to be, and have been, appointed by Snow Lake Exploration (US) Ltd. Powder River Basin LLC is required to be managed by one manager. The initial manager is Usuran Resources Inc.
Subsequent to the six months ended December 31, 2025, the Company completed its acquisition of the remaining interest in GUE, as described under "Corporate Developments" above, resulting in the Company holding a 100% indirect interest in the Pine Ridge Uranium Project.
Location
The Pine Ridge Uranium Project is an exploration-stage in-situ recovery (ISR) uranium exploration project located in the southwestern portion of the Powder River Basin in Wyoming, United States. It lies approximately 35 miles northeast of Casper, Wyoming. The Pine Ridge Uranium Project encompasses approximately 15,130 hectares (37,387 acres) and is situated in proximity to existing uranium operations, including projects operated by Uranium Energy Corp. and Cameco Corporation, and is located approximately 15 kilometers from Cameco Corporation’s Smith Ranch uranium mill, which has a licensed processing capacity of approximately 5.5 million pounds of U₃O₈ per annum.
The Pine Ridge Uranium Project is located within a uranium-producing basin characterized by sandstone-hosted roll-front uranium mineralization amenable to ISR extraction methods. The Powder River Basin has historically been a source of uranium production in the United States, supported by favorable geology, infrastructure, and a developed regulatory framework.
Infrastructure in the region includes access via established transportation routes within the Powder River Basin and proximity to existing uranium processing facilities, which may support future development, subject to further technical and economic evaluation. We believe the Pine Ridge Uranium Project will benefit from its location within a mining-friendly jurisdiction with a history of ISR uranium production and established permitting processes.
On July 25, 2025, we announced the commencement of an initial drill program, consisting of approximately 38,000 meters (or 125,000 feet) of drilling, at the Pine Ridge Uranium Project. The drill program was completed during the period, comprising a total of 114 drill holes. On September 17, 2025, we announced initial drill results, and we subsequently announced additional drill results on December 15, 2025, and the final set of drill results on January 12, 2026, subsequent to the six months ended December 31, 2025. The completed drill program confirmed the presence of widespread uranium mineralization at Pine Ridge and established the continuity of mineralization across multiple areas, identifying at least 25 mineralized roll fronts contained within three major sandstone packages, while testing only a small percentage of the overall land package. Management is currently evaluating the results of the 2025 drill program with a view to planning a subsequent drill program.
The Engo Valley Uranium Project
In February 2024, our company, OG, Engo Valley and Namibia Minerals and Investment Holdings (Proprietary) Limited (“NMIH”) entered into a binding letter of intent, as amended by agreements dated March 15, 2024 and June 30, 2024, pursuant to which we agreed to acquire up to 100% of Engo Valley, which holds an 85% interest in NMIH, which in turn, is the sole registered and beneficial owner of 100% of the right, title and interest in EPL-5887. EPL 5887 hosts the Engo Valley Uranium Project. EPL-5887 covers an area of 69,530 hectares and covers base and rare metals, industrial minerals, non-nuclear fuel minerals, nuclear fuel minerals, precious metals and precious stones.
In July 2024, we entered into a share purchase agreement with the shareholders of Engo Valley, or the Engo Valley Shareholders, Engo Valley, OG, and NMIH, to acquire Engo Valley in two stages, as follows:
| i. | We acquired an initial 80% undivided interest in Engo Valley, which represents a 68% undivided interest in NMIH, or the First Stage Interest, by (a) paying to OG, upon the execution of the binding letter of intent, a cash amount of US$250,000, (b) incurring exploration expenditures of a minimum of US$200,000 on the Engo Valley Uranium Project on or prior to July 31, 2024, and (c) issuing to Engo Valley and its designees, on August 7, 2024 (being the closing date of the First Stage Interest), an aggregate of 155,730 of our common shares, or the First Stage Shares, being the common shares calculated by dividing US$2.0 million by the 5-day volume weighted average price of our common shares as of a specified date (which was the equivalent of US$12.84). In accordance with the terms of the share purchase agreement, 50% of the First Stage Shares issued to Engo Valley and its designees have vested. The remaining 50% of the First Stage Shares have been placed in escrow, and will vest and be released from escrow upon the completion of an SK-1300 compliant mineral resource estimate on the Engo Valley Uranium Project. |
8
Frontier Nuclear and Minerals Inc.
Management’s Discussion and Analysis
For the Six Months Ended December 31, 2025
(Expressed in Canadian Dollars)
| ii. | We acquired an additional 20% undivided interest in Engo Valley, which represents a 17% undivided interest in NMIH, or the Second Stage Interest, upon our incurring additional exploration expenditures of a minimum of US$800,000 on the Engo Valley Uranium Project. |
Having acquired the Second Stage Interest, we are now obligated to make the following payments to Engo Valley, in the form of our common shares, upon the achievement of the following milestones:
| i. | Milestone Payment No. 1: In the event an SK-1300 compliant technical report determines on or before July 31, 2027 that there is a uranium mineral resource on the Engo Valley Uranium Project of a minimum of 10 million pounds with a minimum average grade of 250 parts per million, or ppm, U3O8, we will issue to Engo Valley or as it directs, an aggregate of 79,302 of our common shares, being the common shares calculated by dividing US$1,000,000 by the closing price of our common shares on February 20, 2024, as reported by Nasdaq (which was US$12.61); and |
| ii. | Milestone Payment No. 2: In the event an SK-1300 compliant technical report determines on or before July 31, 2029 that there is a uranium mineral resource on the Engo Valley Uranium Project of a minimum of 25 million pounds with a minimum average grade of 250 ppm U3O8, we will issue to Engo Valley or as it directs, an aggregate of 79,302 of our common shares, being the common shares calculated by dividing US$1,000,000 by the closing price of our common shares on February 20, 2024, as reported by the Nasdaq (which was US$12.61). |
Location
The Engo Valley Uranium Project is an exploration-stage uranium property located in the Kunene Region of northwestern Namibia, within the Skeleton Coast area, approximately 600 kilometers north of Swakopmund. The Engo Valley Uranium Project is situated within EPL-5887, which encompasses approximately 69,530 hectares and is held by NMIH. EPL-5887 grants the right to explore for base and rare metals, industrial minerals, non-nuclear fuel minerals, nuclear fuel minerals, precious metals and precious stones.
The Engo Valley Uranium Project is located in a remote, arid desert environment characterized by limited infrastructure and sparse population. Access to the property is primarily via approximately 190 kilometers of unpaved roads and desert tracks from Mowe Bay, with additional access from the east via informal routes. The region is characterized by typical desert climatic conditions, including low precipitation and high evaporation rates, which are generally conducive to year-round exploration activities, subject to logistical considerations.
Uranium mineralization at the Engo Valley Uranium Project was initially identified in the 1970s, and historical exploration programs, including drilling and radiometric surveys, were conducted by prior operators. These programs delineated zones of uranium mineralization and resulted in historical estimates. However, no mineral resource estimate compliant with Subpart 1300 of Regulation S-K has been established for the Engo Valley Uranium Project to date. The Engo Valley Uranium Project remains at an early stage of exploration, and current activities are focused on validating historical data and advancing the property toward the preparation of a maiden mineral resource estimate.
On February 13, 2025, we announced the successful completion of our Phase 1 drill program at the Engo Valley Uranium Project. The Phase 1 drill program consisted of 1,570 meters of drilling in 20 reverse circulation drill holes, with downhole radiometrics completed on each drill hole. Our Phase 2 drill program, designed to provide a drill database sufficient to calculate a maiden uranium mineral resource estimate in accordance with SK-1300, was completed during 2025, comprising a total of 5,565 meters in 57 drill holes, consisting of 2,760 meters of reverse circulation drilling in 33 drill holes and 2,805 meters of diamond drilling in 24 drill holes, completed on the MUO and D1 target areas. Subsequent to the six months ended December 31, 2025, with all assay results from the Phase 2 drill program now received, the Company is finalizing a maiden mineral resource estimate for Engo Valley in accordance with Subpart 1300 of Regulation S-K, targeted for completion by mid-Q3 2026. Uranium mineralization remains open along strike at the MUO and D1 target areas, and the Company is planning further exploration and drilling on these areas, as well as initial geological mapping and sampling of the far northern and southernmost parts of Engo Valley identified as prospective targets by a radon cup survey completed in 2024.
9
Frontier Nuclear and Minerals Inc.
Management’s Discussion and Analysis
For the Six Months Ended December 31, 2025
(Expressed in Canadian Dollars)
Mound Lake Property
On January 10, 2025, the Company and Free Battery Metal Limited (“Free Battery”) entered into a Term Sheet pursuant to which Frontier can earn up to an 80% interest in Free Battery’s Mound Lake Property. The Mound Lake Property encompasses 243 single-cell unpatented mineral claims covering over 4,800 hectares.
On December 5, 2025, the Company and Free Battery entered into Amendment No. 1 to the Definitive Agreement, pursuant to which the timelines for the Second Option and Third Option were each extended by one year in consideration of the Company paying $20,000 and the claim renewal costs for the Mound Lake Property (estimated at approximately $8,000) on or before January 10, 2026 (paid).
Pursuant to the terms and conditions of the transaction, Frontier can earn up to an 80% interest in the Mound Lake property through the following option earn-ins:
| ● | First Option: Upon payment of $20,000 by Frontier to Free Battery (paid), Frontier shall earn a 10% interest in the Mound Lake Property. |
| ● | Second Option: On or before the second anniversary of the effective date, Frontier shall have the right to acquire an additional 41% interest in the Mound Lake Property upon Frontier: |
| ○ | having made work expenditures of at least $1,000,000; and |
| ○ | paying $500,000 to Free Battery. |
| ● | Third Option: On or before the third anniversary of the effective date, Frontier shall have the right to acquire an additional 29% interest in the Mound Lake Property upon Frontier: |
| ○ | having made additional work expenditures of $1,000,000; and |
| ○ | paying an additional $1,000,000 to Free Battery. |
Prior to the completion of a pre-feasibility study on the Mound Lake Property, Frontier will be the operator of the Mound Lake Property and be responsible for all costs and expenses associated with exploration and development of the Mound Lake Property.
Following the completion of a pre-feasibility study on the Mound Lake Property, the parties shall diligently and in good faith negotiate the terms of a joint venture arrangement to advance development of the Mound Lake Property. Such arrangement will include, among other things, (i) a mechanism by which expenditures on the Mound Lake Property will be funded on a pro rata basis, based upon the respective parties proportionate interest in the Mound Lake Property; (ii) in the event any one party declines to fund the expenditures in proportion to their interest, their respective interest in the joint venture shall be reduced accordingly, subject to the Dilution Conversion (as defined hereinafter); (iii) a mechanism for preparing and approving a budget and work program in respect of the Mound Lake Property; and (iv) the ongoing management of the joint venture.
Following the exercise of the First Option, in the event that either party’s interest in the Mound Lake Property falls below 10%, such party’s interest shall be converted into a 1% net smelter return royalty on the Mound Lake Property, which shall not be subject to a right of first refusal or any other pre-emptive rights in favour to such party (the "Dilution Conversion").
Location
The Mound Lake Property is an early-stage exploration property located in northwestern Ontario, Canada, south of Lake Nipigon, within a prospective mineral district. The Mound Lake Property comprises approximately 243 single-cell unpatented mining claims covering an aggregate area of approximately 4,800 to 4,860 hectares.
10
Frontier Nuclear and Minerals Inc.
Management’s Discussion and Analysis
For the Six Months Ended December 31, 2025
(Expressed in Canadian Dollars)
The Mound Lake Property is underlain by granitic and metasedimentary rocks associated with the Mound Lake pluton and related structural features, including the Larson Creek and Mound Creek fault systems. Historical exploration in the broader area includes airborne geophysical surveys and reconnaissance sampling programs, which identified uranium occurrences associated with regional fault structures. Subsequent work by prior operators has confirmed anomalous uranium and rare metal values in surface samples, although no mineral resource estimate compliant with Subpart 1300 of Regulation S-K has been established for the Mound Lake Property.
The Mound Lake Property is accessible via a network of existing forestry roads and abandoned logging roads, which are suitable for use by all-terrain vehicles and light equipment. The surrounding region has a history of forestry and mineral exploration activities, although the Mound Lake Property itself is at an early stage and does not contain significant infrastructure.
The area is characterized by typical boreal forest terrain, with outcrop exposure variable and locally influenced by overburden cover. Climate conditions are typical of northern Ontario and are conducive to seasonal exploration programs.
The Snow Lake Lithium™ Project
The Snow Lake Lithium™ Project is a 100%-owned exploration stage project located in the Snow Lake region of Northern Manitoba, Canada, comprising 133 mineral claims covering 24,515 hectares (approximately 60,577 acres). The Snow Lake Lithium™ Project consists of two deposits, the Thompson Brothers deposit and the Grass River deposit.
In July 2023, we completed an S-K 1300 Technical Report Summary of Initial Assessment, or the PEA, which considered a mine plan consisting of underground mining on both deposits, with an initial open pit on the Grass River deposit. The PEA is preliminary in nature and is intended to provide an initial, high-level review of the Snow Lake Lithium™ Project’s economic potential and design options. The projected economic results include numerous assumptions and are based on measured, indicated and inferred mineral resource estimates for the Snow Lake Lithium™ Project, as specified in the PEA. Inferred resources are considered to be too speculative geologically to have economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the PEA will be realized. Unlike mineral reserves, mineral resource estimates do not have demonstrated economic viability.
Prior to February 2024, the Snow Lake Lithium™ Project constituted our sole material project. The lithium market currently remains depressed. Lithium prices continue to remain low after a stratospheric rise in 2022, followed by a precipitous 80% drop during 2023. Demand for lithium continues to be weak, and a number of major global lithium producers continue to curtail production until the lithium market and lithium prices recover. We are of the view that the Snow Lake Lithium™ Project does not currently have the scale, size, grade or project economics to make it an attractive exploration project at the present time given the current lithium pricing environment. As such, our management has determined that the Snow Lake Lithium™ Project is no longer a material asset to us. Further exploration activities have been limited until such time as the lithium market recovers, lithium prices recover, investor interest in the lithium sector returns, and capital once again becomes available to fund exploration and development of lithium projects.
Location
The Snow Lake Lithium™ Project is in North-Central Manitoba, approximately 20 kilometers (or approximately 12.4 miles) east of the mining community of Snow Lake, with approximate UTM coordinates of 455,000 E and 6,080,000 N, NAD83 Zone 14, lying within National Topographic System (NTS) Map Sheet 63JSE13.
The Snow Lake Lithium™ Project comprises 133 mineral claims covering 24,515 hectares (or 60,577 acres), and straddles Crowduck Bay at the northeastern end of Lake Wekusko.
11
Frontier Nuclear and Minerals Inc.
Management’s Discussion and Analysis
For the Six Months Ended December 31, 2025
(Expressed in Canadian Dollars)
The Shatford Lake Lithium Project
In January 2024, we signed an option agreement with ACME Lithium Inc., or ACME, pursuant to which ACME granted us the option to earn up to a 90% undivided interest in the mineral claims held by ACME at its Manitoba lithium pegmatite project areas, located in southeastern Manitoba, Canada, or the Shatford lake Lithium Project. We could exercise the option by paying a total cash amount of $800,000 and incurring a total of $1.8 million in exploration and development expenditures, in each case over a two-year period.
Once we had earned a 90% undivided interest in the Shatford lake Lithium Project, and completed a positive feasibility study, a joint venture between us and ACME was to be formed for further development, the detailed market standard terms and conditions of which were to be agreed at the time of formation of the joint venture.
Upon formation of the joint venture: (i) we would hold a 90% interest, and ACME would hold 10% interest in the joint venture, (ii) our interest would be a 90% participating interest in the joint venture, but we would fund 100% of all expenditures until the completion of a positive feasibility study, and (iii) ACME would retain a 10% free carried interest, without the need to contribute to expenditures until the completion of a positive feasibility study on the Shatford lake Lithium Project.
The foregoing description of the material terms of our option agreement relating to the Shatford lake Lithium Project is qualified in its entirety by reference to the option agreement, dated January 29, 2024, between us and ACME, which is incorporated by reference as an exhibit to this Annual Report.
Location
The Shatford Lake Lithium Project is comprised of 37 mineral claims located over three project areas, being Shatford Lake, Birse Lake, and Cat-Euclid Lake, totalling approximately 17,000 acres. The project is located in the Bird River Greenstone Belt in southeastern Manitoba, Canada. The region hosts hundreds of individual pegmatite bodies, many of which are classified as complex rare-element Lithium-Cesium-Tantalum, or LCT, pegmatites. Thirty-one of the mineral claims are contiguous to the south of Sinomine Corporation’s Tanco Mine, an LCT producer since 1969.
The Shatford Lake Lithium Project straddles a 15 kilometers long structural trend of the Greer-Shatford Shear Zone with numerous pegmatite dykes and favorable host rocks. It is situated in the southern limb of the Bird River greenstone belt in southeastern Manitoba. The region hosts hundreds of individual pegmatite bodies, many of which are classified as complex rare-element LTC pegmatites.
The Shatford Lake Lithium Project benefits from its location within a well-established mining district with existing infrastructure and year-round access. It is accessible via provincial highways and local roads and is located in proximity to the Tanco Mine and related infrastructure. The region is characterized by typical boreal forest terrain with glacial overburden cover, which may locally obscure bedrock exposures and influence exploration methods.
As a result of our strategic decision to pivot our primary focus away from lithium exploration and toward uranium and other projects, we ceased allocating significant capital to lithium exploration activities, and further exploration activities have been limited on the project until such time as the lithium market recovers, lithium prices recover, investor interest in the lithium sector returns, and capital once again becomes available to fund exploration and development of lithium projects.
Cash Management and Strategic Investments
The Company actively manages its cash position through a combination of short-term lending arrangements and strategic investment activity, deploying surplus capital to generate returns while maintaining sufficient liquidity to fund ongoing operations and corporate initiatives. During the six months ended December 31, 2025, the Company extended a series of short-term loans to third parties and portfolio companies and maintained positions in both short-term and long-term investments. The following outlines each lending arrangement and investment position held during the period.
12
Frontier Nuclear and Minerals Inc.
Management’s Discussion and Analysis
For the Six Months Ended December 31, 2025
(Expressed in Canadian Dollars)
The T.I.M.E. Organization Inc.
On June 16, 2025, the Company advanced US $1,500,000 to The T.I.M.E. Organization, Inc. under a senior secured term loan agreement.
The loan is repayable in 39 instalments of US $44,041, and the Company anticipates full repayment by December 31, 2026. The total expected cash inflow over the term of the loan is approximately US $1,717,600. The effective yield embedded in the amortization schedule is approximately 43% per annum.
The facility is secured by a first-priority lien over the borrower’s present and future accounts receivable, inventory, equipment, general intangibles, and cash. The loan agreement also contains standard financial and reporting covenants, restrictions on incurrence of additional debt, and customary events of default provisions.
Minglement Solutions LLC.
On July 14, 2025, the Company advanced US$2,500,000 to Minglement Solutions LLC ("Minglement"), a Delaware limited liability company, pursuant to a Senior Secured Promissory Note.
Repayment is structured as a balloon payment of US$2,800,000 in December 2026. The note is senior in priority and secured by a first-priority security interest in all assets of Minglement pursuant to a Security Agreement. The Company holds a right to demand immediate repayment of the entire outstanding principal balance at any time upon 60 days' written notice (the "Call Back Right"), in which case the borrower is required to repay US$2,625,000 (being US$2,500,000 principal plus a 5% return of US$125,000).
AK Holdings Group Inc.
On December 3, 2025, the Company advanced US$7,800,000 to AK Holdings Group Inc. ("AK Holdings"), a company incorporated in Panama, pursuant to an unsecured promissory note. The note bears interest at 12% per annum, with all principal and accrued interest due in a single bullet repayment on December 3, 2026. Interest is payable on the maturity date unless otherwise agreed by the parties in writing.
The note contains negative covenants restricting AK Holdings from incurring additional indebtedness, creating encumbrances, altering its capital structure, making distributions, or disposing of assets outside the ordinary course of business, in each case without the Company’s consent.
CV3 Group, LLC
On December 18, 2025, the Company advanced US$3,250,000 to CV3 Group, LLC ("CV3"), a Delaware limited liability company, pursuant to an unsecured promissory note. The note bears interest at 12% per annum, with all principal and accrued interest due in a single bullet repayment on December 18, 2026. Interest is payable on the maturity date unless otherwise agreed by the parties in writing.
The note contains negative covenants restricting CV3 from incurring additional indebtedness, creating encumbrances, altering its capital structure, making distributions, or disposing of assets outside the ordinary course of business, in each case without the Company’s consent.
CV3 is a related party of the Company because of its relationship with one of the directors of the Company.
Starlink Capital LLC
On December 22, 2025, the Company advanced US$1,400,000 to Starlink Capital LLC ("Starlink"), a Wyoming limited liability company, pursuant to an unsecured promissory note. The note bears interest at 12% per annum, with all principal and accrued interest due in a single bullet repayment on December 22, 2026. Interest is payable on the maturity date unless otherwise agreed by the parties in writing.
The note contains negative covenants restricting Starlink from incurring additional indebtedness, creating encumbrances, altering its capital structure, making distributions, or disposing of assets outside the ordinary course of business, in each case without the Company’s consent.
13
Frontier Nuclear and Minerals Inc.
Management’s Discussion and Analysis
For the Six Months Ended December 31, 2025
(Expressed in Canadian Dollars)
Summit Strategies LLC
On October 3, 2025, the Company advanced US$1,700,000 to Summit Strategies LLC ("Summit Strategies"), a Wyoming limited liability company, pursuant to a secured promissory note. On October 30, 2025, the note was amended and a further US$2,500,000 was advanced. On November 3, 2025, a Second Note Amending Agreement was entered into and the Company advanced a further US$1,000,000. Interest accrues on each tranche from its respective advance date at 12% per annum. All principal, accrued interest, and other amounts are due in a single bullet repayment on July 3, 2026.
The note is secured by a first-priority lien over all assets of Summit Strategies, including all personal property, accounts, equipment, investment property, deposit accounts, general intangibles, and proceeds thereof.
The note contains negative covenants restricting Summit Strategies from incurring additional indebtedness, creating encumbrances, altering its capital structure, making distributions, or disposing of assets outside the ordinary course of business, in each case without the Company’s consent.
14
Frontier Nuclear and Minerals Inc.
Management’s Discussion and Analysis
For the Six Months Ended December 31, 2025
(Expressed in Canadian Dollars)
Results of Operations
Selected Annual Information
Selected financial information, prepared in accordance with IFRS, for the Company’s three most recently completed fiscal years ended June 30 are summarized as follows:
| 2025 | 2024 | 2023 | ||||||||||
| $ | $ | $ | ||||||||||
| Total operating expenses | (12,067,903 | ) | (5,805,055 | ) | (16,165,155 | ) | ||||||
| Net loss | (15,985,788 | ) | (6,850,918 | ) | (15,462,945 | ) | ||||||
| Cash | 17,829,149 | 2,526,957 | 3,840,880 | |||||||||
| Total assets | 78,125,346 | 29,916,083 | 26,418,988 | |||||||||
| Total liabilities | 12,118,750 | 4,418,628 | 3,914,636 | |||||||||
| Shareholders' equity | 66,006,596 | 25,497,455 | 22,504,352 | |||||||||
| Working capital | 15,304,234 | 1,333,174 | 1,032,707 | |||||||||
The following table sets forth a summary of the Company’s consolidated results of operations for the periods indicated. The information should be read together with the Q2 2026 Financials and related notes. Historical results presented below are not necessarily indicative of the results that may be expected for any future period.
| Six months ended | Six months ended | |||||||
| December 31, 2025 | December 31, 2024 | |||||||
| $ | $ | ||||||
| Expenses | ||||||||
| Professional fees | 544,029 | 742,559 | ||||||
| Consulting fees | 1,969,358 | 1,055,643 | ||||||
| Stock-based compensation | 12,338,372 | 169,066 | ||||||
| Directors' and officers' consulting fees | 509,395 | 476,499 | ||||||
| Insurance expense | 141,634 | 270,570 | ||||||
| General and administrative expenses | 485,370 | 790,908 | ||||||
| Travel expenses | 312,981 | 166,414 | ||||||
| Transfer agent and regulatory fees | 308,686 | 142,080 | ||||||
| Depreciation on right-of-use assets | 90,449 | 15,840 | ||||||
| Bank fees and interest | 35,064 | 4,730 | ||||||
| Accretion expense | 87,798 | 1,418 | ||||||
| Interest on loan and debentures | 223,775 | 397 | ||||||
| Total Expenses | (17,046,911 | ) | (3,836,124 | ) | ||||
Other Items | ||||||||
| Gain (loss) on change in fair value of derivative liabilities | 87,117 | (47,412 | ) | |||||
| Realized gain on sale of short-term investments | 861,340 | — | ||||||
| Unrealized gain on change of fair value of investments | 1,032,644 | — | ||||||
| Share of loss on investment in joint venture | (82,860 | ) | — | |||||
| Share of loss from Associate | (28,248 | ) | — | |||||
| Loss on debt settlement | — | (98,416 | ) | |||||
| Taxes and penalties | (24,166 | ) | (800,000 | ) | ||||
| Premium on flow-through shares | — | 2,016,543 | ||||||
| Reversal of flow-through premium liability | — | 460,974 | ||||||
| Interest income | 365,492 | — | ||||||
| Foreign exchange loss | (118,657 | ) | (52,822 | ) | ||||
| 2,092,662 | 1,478,867 | |||||||
Net Loss and Comprehensive Loss | (14,954,249 | ) | (2,357,257 | ) | ||||
15
Frontier Nuclear and Minerals Inc.
Management’s Discussion and Analysis
For the Six Months Ended December 31, 2025
(Expressed in Canadian Dollars)
During the six months ended December 31, 2025, the Company incurred total operating expenses of $17,046,911, as compared to total operating expenses of $3,836,124 in 2024, for an increase of $13,210,787. The increase in operating expenses in the current period primarily relates to an increase in stock-based compensation, partially offset by other changes discussed below. Key components of Frontier’s results of operations during the six months ended December 31, 2025, and 2024 are discussed as follows:
| ● | Professional fees totaled $544,029 (2024 – $742,559), for a decrease of $198,530, which comprised primarily of services from outside consultants in areas such as legal counsel, accountants and auditors, which are all essential to the Company’s operations. |
| ● | Consulting fees totaled $1,969,358 (2024 – $1,055,643), for an increase of $913,715. Consulting fees comprised of third-party work primarily for investor relations, public relations, financial and strategic advisory, and legal and professional services in connection with the Company’s expanded transaction activity during the period, including its proposed and completed acquisition of Global Uranium and Enrichment Limited and its investment in Kadmos Energy Services LLC. |
| ● | Non-cash stock-based compensation totaled $12,338,372 (2024 – $169,066), for an increase of $12,169,306. The Company has previously granted restricted share units ("RSUs") and stock options to certain officers and directors. The increase in the current period relates primarily to RSU compensation expense recognized under the Company’s Performance and RSU Plan. The amount of stock-based compensation recorded is dependent on the valuation of the grant date fair value of these securities, which is subject to various estimates, based on the application of the Black-Scholes valuation model which requires management to make various assumptions and estimates which are susceptible to uncertainty, including the expected volatility of the share price, expected forfeitures, expected dividend yield, expected term of the warrants or options, and expected risk-free interest rate. Changes in these input assumptions can significantly affect the fair value estimate. |
| ● | Directors’ and officers’ consulting fees totaled $509,395 (2024 – $476,499), for an increase of $32,896. The Company had minimal changes to director and officer compensation arrangements during the six months ended December 31, 2025, and 2024. |
| ● | Insurance expense from directors' and officers' ("D&O") insurance coverage totaled $141,634 (2024 – $270,570), for a decrease of $128,936. The Company has continued to renew its D&O insurance coverage at lower premiums year over year. |
| ● | General and administrative (“G&A”) expenses totaled $485,370 (2024 – $790,908), for a decrease of $305,538. |
| ● | Travel expenses totaled $312,981 (2024 – $166,414), for an increase of $146,567. The increase reflects increased travel activity during the period, including site visits and travel undertaken in connection with the Company’s growth initiatives and strategic objectives. |
| ● | Transfer agent and regulatory fees totaled $308,686 (2024 – $142,080), for an increase of $166,606. The increase is a reflection of the increased financing and corporate activities during the period. Regulatory fees, comprised in conjunction with the listing and ensuing filing requirements, are also included in transfer agent and regulatory fees. |
| ● | Depreciation on right-of-use assets totaled $90,449 (2024 – $15,840), for an increase of $74,609. |
| ● | Bank fees and interest totaled $35,064 (2024 – $4,730), for an increase of $30,334. |
| ● | Accretion expense totaled $87,798 (2024 – $1,418), for an increase of $86,380, relating to the accretion of lease liabilities recognized under IFRS 16. |
| ● | Interest on loans and debentures totaled $223,775 (2024 – $397), for an increase of $223,378. The increase relates to interest accrued on the promissory note issued by the Company in connection with its investment in Kadmos Energy Services LLC. |
The Company also recorded total other income of $2,092,662 (2024 – $1,478,867). Other income for the current period was comprised primarily of an unrealized gain on the change in fair value of investments of $1,032,644 and a realized gain on the sale of short-term investments of $861,340, reflecting the performance of the Company's short-term and long-term investment portfolio during the period. The Company also recorded interest income of $365,492 (2024 – $nil), reflecting interest earned on the Company's short-term loans and promissory notes receivable, and a gain on the change in fair value of derivative liabilities of $87,117 (2024 – loss of $47,412).
16
Frontier Nuclear and Minerals Inc.
Management’s Discussion and Analysis
For the Six Months Ended December 31, 2025
(Expressed in Canadian Dollars)
These gains were partially offset by a share of loss on the Company’s investment in joint venture of $82,860 (2024 – $nil) and a share of loss from associate of $28,248 (2024 – $nil), reflecting the Company’s proportionate share of losses recorded under the equity method of accounting for its joint venture and associate investments. The Company also recorded taxes and penalties of $24,166 (2024 – $800,000) and a foreign exchange loss of $118,657 (2024 – $52,822) during the period.
In the comparative period, other income was comprised primarily of a premium on flow-through shares of $2,016,543, recognized upon issuance of flow-through shares, and a reversal of flow-through premium liability of $460,974, recognized as the Company incurred qualifying Canadian exploration expenditures. As at December 31, 2024, the Company had not fully spent the required amount, resulting in potential tax penalties and investor compensation obligations, and accordingly recorded a provision of $800,000 for estimated Part XII.6 tax payable to the Canada Revenue Agency and for potential investor compensation related to tax benefit adjustments. The comparative period also included a loss on debt settlement of $98,416 and a foreign exchange loss of $52,822.
Overall, the Company recorded a net loss of $14,954,249 for the six months ended December 31, 2025 (2024 – $2,357,257). Net loss per share for the six months ended December 31, 2025 was $1.20 per basic and diluted share (2024 – $1.00 per basic and diluted share).
Cash Flows
During the six months ended December 31, 2025, net cash used in the Company’s operating activities was $4,443,988 (2024 – $2,554,578). The increase in cash used in operating activities primarily relates to the growth of the Company’s corporate development and advisory activities during the period, including costs associated with its acquisition of Global Uranium and Enrichment Limited and its investment in Kadmos Energy Services LLC, partially offset by non-cash adjustments including stock-based compensation of $12,338,372 (2024 – $169,066).
During the six months ended December 31, 2025, net cash provided by financing activities was $40,579,779 (2024 – $32,178,836). Financing activities in the current period were comprised primarily of proceeds from equity financing of $50,685,642, partially offset by share issuance costs of $9,917,786, payments on redemption of restricted share units of $54,779, and lease payments of $133,298. See "Corporate Developments" for further information.
During the six months ended December 31, 2025, the Company incurred investing cash outflows of $37,823,534 (2024 – $3,755,065). Investing activities during the period were comprised primarily of an investment in short-term loans receivable of $28,026,040, purchases of long-term investments of $4,918,066, investments in associates of $2,810,864, an investment in joint venture of $1,502,819, and payments for exploration and evaluation assets of $2,046,041, partially offset by proceeds from the sale of short-term investments of $2,879,361 and repayments from short-term loans receivable of $577,023.
Liquidity and Capital Resources
The Company’s ability to successfully buy mineral projects or recover amounts spent on mineral properties is conditional on its ability to secure financing when required. The Company expects to meet more financing requirements through equity financing. The Company may seek other alternatives for financing in the future depending on market conditions and exploration results; however, there can be no assurance that such financing attempts will be successful. The impact on the Company’s business and the cost and availability of financing is still uncertain and could affect the overall liquidity of the Company. In addition, the ability to generate sufficient capital will depend on economic conditions and commodity prices.
Management is actively monitoring cash forecasts and managing performance against its forecasts. As of the date of the MD&A, the Company believes that it will have sufficient liquidity to continue operations for the 12-month period ending December 31, 2026. Nevertheless, management will continue to look for new sources of financing to fund its working capital and to advance the Company’s operations.
17
Frontier Nuclear and Minerals Inc.
Management’s Discussion and Analysis
For the Six Months Ended December 31, 2025
(Expressed in Canadian Dollars)
Related Party Transactions
In accordance with IAS 24 – Related Party Disclosures, key management personnel, including companies controlled by them, are those persons having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, including any directors (executive and non-executive) of the Company. The remuneration of directors and key executives is determined by the compensation committee of the Board.
The remuneration of directors and other members of key management personnel during the six months ended December 31, 2025 and 2024 were as follows:
| December 31, 2025 | December 31, 2024 | |||||||
| $ | $ | |||||||
| Directors' and Officers' consulting fees | 509,395 | 462,154 | ||||||
| Exploration and evaluation expenditures | 60,000 | 60,000 | ||||||
| 569,395 | 522,154 | |||||||
Exploration and evaluation expenditures
During the six months ended December 31, 2025, fees of $60,000 (2024 – $60,000) for services rendered by the Company’s VP of Exploration and its former VP of Resources Development, had been capitalized as E&E assets on the consolidated statements of financial position.
Share-based compensation
During the six months ended December 31, 2025, the Company had granted certain RSUs and options to various directors and officers. Total stock-based compensation of $12,307,676 (2024 – $169,066) was recorded in connection with the vesting of these securities. See notes 17 and 20 for more information.
Related party balances
All related party balances, for services and business expense reimbursements rendered as at December 31, 2025 and June 30, 2025 are non-interest bearing and payable on demand, and are comprised of the following:
| December 31, 2025 | June 30, 2025 | |||||||
| $ | $ | |||||||
| Payable to officers and directors | 111,230 | 127,925 | ||||||
| 111,230 | 127,925 | |||||||
Capital Management
The Company’s objective when managing capital is to safeguard its ability to continue as a going concern such that it can provide returns for shareholders and benefits for other stakeholders. The management of the capital structure is based on the funds available to the Company in order to support the acquisition, exploration and development of mineral properties and to maintain the Company in good standing with the various regulatory authorities. In order to maintain or adjust its capital structure, the Company may issue new shares, sell assets to settle liabilities, issue debt instruments or return capital to its shareholders. The Company monitors its capital structure and makes adjustments in light of changes in economic conditions and the risk characteristics of the underlying assets.
The Company is not subject to any capital requirements imposed by a lending institution or regulatory body.
Risk Factors
The exploration, development and mining of mineral resources are highly speculative in nature and are subject to significant risks. In addition to the usual risks associated with an investment in a business at an early stage of development, management and the directors of the Company believe that the risk factors should be considered by prospective investors. It should be noted that such list is not exhaustive and that other risk factors may apply. An investment in the Company may not be suitable for all investors.
The Risk Factors of the Company are described in greater detail in section 3.D. of the 2025 Annual Report.
18
Frontier Nuclear and Minerals Inc.
Management’s Discussion and Analysis
For the Six Months Ended December 31, 2025
(Expressed in Canadian Dollars)
Financial Risks
The Company is exposed to various risks as it relates to financial instruments. Management, in conjunction with the Board, mitigates these risks by assessing, monitoring and approving the Company’s risk management process. There have not been any changes in the nature of these risks or the process of managing these risks from the previous reporting periods.
Credit risk
Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. The Company’s credit risk is primarily attributable to cash and short-term receivables. Cash is held with reputable chartered bank in Canada, which is closely monitored by management. Management believes that the credit risk concentration with respect to financial instruments included in cash and short-term receivables is minimal.
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 the capital market is hindered, whether as a result of a downturn in stock market conditions generally or related to matters specific to the Company. The Company generates cash flow primarily from its financing and investing activities.
As at December 31, 2025, the Company had a cash balance of $16,141,406 (June 30, 2025 – $17,829,149) to settle current liabilities of $22,973,079 (June 30, 2025 - $7,002,625).
As at December 31, 2025, the Company had the following undiscounted contractual obligations:
| Less than 1 year | 1 to 3 years | 3 to 5 years | Total | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Accounts payable and accrued liabilities | 1,070,155 | — | — | 1,070,155 | ||||||||||||
| Due to related parties | 111,230 | — | — | 111,230 | ||||||||||||
| Lease liabilities | 267,102 | 850,328 | 767,336 | 1,884,766 | ||||||||||||
| Loan payable | 4,111,800 | 6,853,000 | — | 10,964,800 | ||||||||||||
| Deferred liabilities | 5,116,125 | 5,116,125 | — | 10,232,250 | ||||||||||||
| Other liabilities | 12,271,871 | — | — | 12,271,871 | ||||||||||||
| Total | 22,948,283 | 12,819,453 | 767,336 | 36,535,072 | ||||||||||||
The Company manages liquidity risk by maintaining adequate cash reserves and by continuously monitoring forecasts and actual cash flows for a rolling period of 12 months to identify financial requirements. Where insufficient liquidity may exist, the Company may pursue various debt and equity instruments for short or long-term financing of its operations. Management believes there is sufficient capital to meet short-term business obligations, after taking into account cash flow requirements from operations and the Company’s cash position as at December 31, 2025.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. As at December 31, 2025, the Company had no hedging agreements in place with respect to floating interest rates. Management believes that the interest rate risk concentration with respect to financial instruments is minimal.
Foreign exchange risk
Foreign exchange risk is the risk that the Company will be subject to foreign currency fluctuations in satisfying obligations related to its foreign activities. The Company has financial instruments and transactions denominated in foreign currencies, notably in USD. The Company’s primary exposure to foreign exchange risk is that transactions denominated in foreign currency may expose the Company to the risk of exchange rate fluctuations. Based on its current operations, management believes that the foreign exchange risk is not significant; however, the Company monitors its USD-denominated balances and transactions on an ongoing basis.
19
Frontier Nuclear and Minerals Inc.
Management’s Discussion and Analysis
For the Six Months Ended December 31, 2025
(Expressed in Canadian Dollars)
Fair value
Fair value estimates of financial instruments are made at a specific point in time based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values.
As at December 31, 2025, the Company’s financial instruments consisted of cash, short-term and long-term loans receivable, short-term and long-term investments, accounts payable, due to related parties, lease liabilities, loan payable, derivative liabilities, deferred liabilities, and other liabilities.
The fair value of accounts payable, loan payable, short-term and long-term loans receivable, deferred liabilities and due to related parties are approximately equal to their carrying value due to their short-term nature. The fair values of the lease liabilities approximate their carrying amounts as they were measured taking into consideration comparable instruments with similar risks in determining the rates at which to discount their amount in applying their respective measurement models.
The Company classifies fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:
● Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities.
● Level 2 – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
● Level 3 – Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
| December 31, 2025 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Cash | 16,141,406 | — | — | 16,141,406 | ||||||||||||
| Short-term loan receivable | — | 29,395,726 | — | 29,395,726 | ||||||||||||
| Short-term investments | 3,402,202 | — | — | 3,402,202 | ||||||||||||
| Long-term investment | 10,775,746 | — | — | 10,775,746 | ||||||||||||
| Accounts payable and accrued liabilities | (1,070,155 | ) | — | — | (1,070,155 | ) | ||||||||||
| Due to related party | (111,230 | ) | — | — | (111,230 | ) | ||||||||||
| Lease liabilities | — | (1,226,882 | ) | — | (1,226,882 | ) | ||||||||||
| Loan payable | — | (9,721,868 | ) | — | (9,721,868 | ) | ||||||||||
| Deferred liabilities | — | (10,232,250 | ) | — | (10,232,250 | ) | ||||||||||
| Derivative liabilities | — | (24,796 | ) | — | (24,796 | ) | ||||||||||
| Other liabilities | — | (12,271,871 | ) | — | (12,271,871 | ) | ||||||||||
| Total | 29,137,969 | (4,081,941 | ) | — | 25,056,028 | |||||||||||
| June 30, 2025 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Cash | 17,829,149 | — | — | 17,829,149 | ||||||||||||
| Short-term loan receivable | — | 2,046,450 | — | 2,046,450 | ||||||||||||
| Short-term investments | 1,660,738 | — | — | 1,660,738 | ||||||||||||
| Long-term loan receivable | — | 1,128,932 | — | 1,128,932 | ||||||||||||
| Long-term investment | 5,203,071 | — | — | 5,203,071 | ||||||||||||
| Accounts payable and accrued liabilities | (1,646,662 | ) | — | — | (1,646,662 | ) | ||||||||||
| Due to related party | (127,925 | ) | — | — | (127,925 | ) | ||||||||||
| Deferred liabilities | — | (10,232,250 | ) | — | (10,232,250 | ) | ||||||||||
| Derivative liabilities | — | (111,913 | ) | — | (111,913 | ) | ||||||||||
| Total | 22,918,371 | (7,168,781 | ) | — | 15,749,590 |
As at December 31, 2025, the Company’s financial instruments carried at fair value consisted of its cash, short-term and long-term investments, accounts payable and accrued liabilities, and due to related parties which are classified as Level 1, and its short-term and long-term receivables, deferred liabilities, derivative liabilities, and other liabilities, which have been classified as Level 2. There were no transfers between Levels 2 and 3 for recurring fair value measurements during the periods ended December 31, 2025 and June 30, 2025.
20
Frontier Nuclear and Minerals Inc.
Management’s Discussion and Analysis
For the Six Months Ended December 31, 2025
(Expressed in Canadian Dollars)
Disclosure of outstanding share data as of August 21, 2026
| Authorized | Outstanding | |
Voting or equity securities issued and outstanding |
Unlimited number of common shares |
36,131,678 common shares |
| Securities convertible or exercisable into voting or equity securities | 1,791,133 options outstanding exercisable to acquire common shares of the Company; 263,077 RSUs which are convertible into common shares of the Company; and 936,387 warrants exercisable to acquire common shares of the Company |
Significant Accounting Judgments, Estimates and Assumptions
The preparation of the Company’s consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, revenue and expenses. These are described in greater detail in Note 2(e) to the Q2 2026 Financials.
Summary of Material Accounting Policies
The material accounting policies used by the Company are described in greater detail in Note 3 to the Q2 2026 Financials, unless otherwise noted.
Off Balance Sheet Arrangements
As at December 31, 2025 and the date of this MD&A, the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the results of operations or financial condition of the Company.
Contingencies
The Company’s E&E activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. As at December 31, 2025, the Company believes its operations are materially in compliance with all applicable laws and regulations. The Company expects to make future expenditures to comply with such laws and regulations.
As of December 31, 2025, the Company has made a claim against certain former directors of the Company and their holding companies for, among other things, breach of fiduciary duty as a result of, amongst other matters, of those directors approving changes to the consulting agreements between the former CEO and COO and their holding companies, for termination payments of US $1,392,000 (to US $1,872,000) during a time where it was clear that a change of control of the Company was imminent and increased the range of instances where they would be eligible for those payments. The Company takes the position that the amendments are void and that the former CEO and COO were not entitled to any payments under their consulting agreements. The Company seeks to recover the payments made to the former CEO and COO.
As of the date of approval of these consolidated financial statements, all defendants have now filed Statements of Defence. All defendants have made counterclaims seeking indemnification for legal fees incurred in responding to this claim in relation to directors’ indemnity agreements they have with the Company. The Company takes the position that the defendants are not eligible for indemnity payments as a result of their breaches of fiduciary duties. The next step will be for the Company to file its Replies and Defences to Counterclaims, and then proceed to discovery. As at December 31, 2025, as the outcome of the claims remains uncertain, the Company had not recognized any contingent assets on the consolidated statements of financial position.
21
Frontier Nuclear and Minerals Inc.
Management’s Discussion and Analysis
For the Six Months Ended December 31, 2025
(Expressed in Canadian Dollars)
Trend Information
Management regularly monitors economic conditions and estimates their impact on the Company’s operations and incorporates these estimates in both short-term operating and longer-term strategic decisions.
Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demand, commitments or events that are reasonably likely to have a material effect on our net revenues and income from operations, profitability, liquidity, capital resources, or would cause reported financial information not to be indicative of future operation results or financial condition.
See “Cautionary Note Regarding Forward-Looking Statements” below.
Cautionary Note Regarding Forward-Looking Statements
This MD&A contains certain “forward-looking information” as defined in applicable securities laws (collectively referred to herein as “forward-looking statements”) that are based on our management’s beliefs and assumptions and on information currently available to us. All statements other than statements of historical facts are forward-looking statements. The forward-looking statements are contained principally in, but not limited to, the sections entitled “Risk Factors”, “Business Outlook and Strategy”, “Corporate Developments”, “Properties”, “Results of Operations”, and elsewhere in this MD&A. These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:
| ● | our plans, goals and strategies; |
| ● | expectations regarding revenue, expenses and operations; |
| ● | expectations regarding demand for, and prices of, minerals; |
| ● | having sufficient working capital and being able to secure additional funding necessary for the continued exploration and development of our property interests; |
| ● | expectations regarding the potential mineralization, geological merit and economic feasibility of our projects; |
| ● | expectations regarding exploration results at any of our projects; |
| ● | mineral exploration and development program cost estimates; |
| ● | expectations regarding any environmental issues that may affect planned or future exploration and development programs and the potential impact of complying with existing and proposed environmental laws and regulations; |
| ● | expectations regarding the benefits of acquisitions and other investments; |
| ● | receipt and timing of exploration and development permits and other third-party approvals; |
| ● | government regulation of mineral exploration and development operations; |
| ● | expectations regarding any social or local community issues that may affect planned or future exploration and development programs; and |
| ● | key personnel continuing their employment with us. |
In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “can,” “contemplate,” “continue,” “could,” “estimate, “expect,” “future,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will” or “would” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under the heading “Risk Factors” and elsewhere in this MD&A. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance.
The forward-looking statements made in this MD&A relate only to events or information as of the date on which the statements are made. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable laws.
22