JAGU 10-Q
Jaguar Uranium Corp. (JAGU)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For the quarterly period ended
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JAGUAR URANIUM CORP.
TABLE OF CONTENTS
i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q, including all documents incorporated by reference, contains forward-looking statements regarding Jaguar Uranium Corp. (the “Company,” “Jaguar Uranium,” “we” or “our”) and represents our expectations and beliefs concerning future events. These forward-looking statements are intended to be covered by the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties. The forward-looking statements included herein, or incorporated herein by reference, include or may include, but are not limited to, (and you should read carefully) statements that are predictive in nature, depend upon or refer to future events or conditions, or use or contain words, terms, phrases, or expressions such as “achieve,” “forecast,” “plan,” “propose,” “strategy,” “envision,” “hope,” “will,” “continue,” “potential,” “expect,” “believe,” “anticipate,” “project,” “estimate,” “predict,” “intend,” “should,” “could,” “may,” “might,” or similar words, terms, phrases or expressions or the negative of any of these terms. Any statements in this Form 10-Q that are not based upon historical fact are forward-looking statements and represent our best judgment as to what may occur in the future.
These forward-looking statements are based on information available as of the date of this Quarterly Report on Form 10-Q and the Company managements’ current expectations, forecasts and assumptions, and involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside the control of the Company and its directors, officers and affiliates. Accordingly, forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date. The Company does not undertake any obligations to update, add or to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws.
As a result of a number of known and unknown risks and uncertainties, the Company’s results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ are set forth under the heading “Risk Factor Summary” those described under Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2026.
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
JAGUAR URANIUM CORP.
UNAUDITED CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS
AS OF JUNE 30, 2026 AND DECEMBER 31, 2025
| June 30 | December 31 | |||||||
| 2026 | 2025 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | | |||||
| Short-term investments | ||||||||
| Prepaid expenses and other assets | ||||||||
| Total current assets | ||||||||
| Non-current assets | ||||||||
| Mineral properties | ||||||||
| Property and equipment, net | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES | ||||||||
| Current liabilities | ||||||||
| Accounts payable and other liabilities | $ | $ | ||||||
| Total current liabilities | ||||||||
| Non-current liabilities: | ||||||||
| Deferred tax liability | ||||||||
| Convertible debentures | ||||||||
| TOTAL LIABILITIES | ||||||||
| SHAREHOLDERS’ EQUITY | ||||||||
| Common stock, Class A, $ par value: authorized, | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| TOTAL SHAREHOLDERS’ EQUITY | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
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JAGUAR URANIUM CORP.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025
| Three months ended June 30, 2026 |
Three months ended June 30, 2025 |
Six months ended June 30, 2026 |
Six months ended June 30, 2025 |
|||||||||||||
| REVENUE | $ | $ | $ | $ | ||||||||||||
| OPERATING EXPENSES: | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Legal and professional fees | ||||||||||||||||
| Depreciation | ||||||||||||||||
| Exploration and evaluation expenditures | ||||||||||||||||
| TOTAL OPERATING EXPENSES | ||||||||||||||||
| OTHER INCOME AND EXPENSES | ||||||||||||||||
| Interest and other (income) expense | ( | ) | ( | ) | ||||||||||||
| Foreign exchange (gain) | ( | ) | ||||||||||||||
| Liquidity event deferred cash payment | ||||||||||||||||
| Liquidity event and listing event shares | ||||||||||||||||
| LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAX EXPENSE | ||||||||||||||||
| Deferred tax recovery | ||||||||||||||||
| NET LOSS AND COMPREHENSIVE LOSS | $ | $ | $ | $ | ||||||||||||
| BASIC AND DILUTED LOSS PER SHARE | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
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JAGUAR URANIUM CORP.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025
| Number of Shares | Amount | Additional paid-in capital | Accumulated deficit | Total Shareholders’ Equity | ||||||||||||||||
| BALANCE AT DECEMBER 31, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Net proceeds on completion of IPO | ||||||||||||||||||||
| Liquidity event and listing event shares | ||||||||||||||||||||
| Conversion of convertible debenture | ||||||||||||||||||||
| Net loss and comprehensive loss | — | ( | ) | ( | ) | |||||||||||||||
| BALANCE AT JUNE 30, 2026 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Number of Shares | Amount | Additional paid-in capital | Accumulated deficit | Total Shareholders’ Equity | ||||||||||||||||
| BALANCE AT DECEMBER 31, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Exercise of warrants | ||||||||||||||||||||
| Deemed dividend - warrant modification and inducement | — | ( | ) | |||||||||||||||||
| Share-based compensation | — | |||||||||||||||||||
| Shares issued for unit subscription | ||||||||||||||||||||
| Net loss and comprehensive loss | — | ( | ) | ( | ) | |||||||||||||||
| BALANCE AT JUNE 30, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
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JAGUAR URANIUM CORP.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Share-based payments | ||||||||
| Accrued income on short-term investments | ( | ) | ||||||
| Depreciation | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses and other assets | ( | ) | ||||||
| Accounts payable and other liabilities | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS USED IN INVESTING ACTIVITIES: | ||||||||
| Purchase of short-term investments | ( | ) | ||||||
| Redemption of short-term investments | ||||||||
| Net cash used in investing activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from issuance of shares and units | ||||||||
| Proceeds from convertible debenture | ||||||||
| Proceeds from warrant exercise | ||||||||
| Net cash from financing activities | ||||||||
| INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | ||||||||
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF PERIOD | ||||||||
| CASH AND CASH EQUIVALENTS AT THE END OF PERIOD | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | ||||||
| NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
| Common shares issued for acquisition of mineral properties | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
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JAGUAR URANIUM CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025
NOTE 1: BUSINESS DESCRIPTION
Jaguar Uranium Corp., (the “Company”) is engaged in the acquisition and development of mining properties in Latin America. On December 8, 2023, the Company entered into a definitive agreement with Green Shift Commodities Ltd. (“GCOM”) to acquire
| ● | Gaia Energy Investments Ltd. (“Gaia BVI”), was incorporated on April 19, 2006 and restored on November 16, 2015, in the British Virgin Islands (“BVI”) registered in Colombia as Gaia Energy Investments Ltd. Sucursal Colombia (“Gaia Colombia”). |
| ● | Berlin (BVI) Limited (“Berlin BVI”) was incorporated on June 30, 2021, in the British Virgin Islands (“BVI”) and is registered in Colombia as Berlin (BVI) Limited Sucursal Colombia (“Berlin Colombia”), on May 17, 2022 in the Chamber of Commerce of Bogota. |
Through the Colombian Acquisition, the Company is the legal and beneficial owner of a
On July 19, 2024, the Company closed on the acquisition of 2847312 Ontario Inc. (“284 Ontario”), which registered in Argentina as 2847312 Ontario Inc. (Sucursal Argentina), whereby it holds mineral rights in the Laguna Project and Huemul Projects in Argentina (the “Argentinian Acquisition”). 284 Ontario was incorporated on June 14, 2021, in Ontario, Canada.
The Company was incorporated on
On February 11, 2026, the Company completed its Initial Public Offering (“IPO”) and its Class A common shares (the “Common Shares”) commenced trading on the NYSE American LLC under the symbol “JAGU”.
NOTE 2: BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
| a. | Basis of Presentation |
These unaudited condensed consolidated interim financial statements are presented in U.S. dollars. These unaudited condensed consolidated interim financial statements include the Company’s subsidiaries, as described in Note 1.
The accompanying unaudited condensed consolidated interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the U.S. and the rules and regulations of the U.S. Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, shareholders’ equity, or cash flows. It is management’s opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, which contains the annual audited consolidated financial statements and notes thereto, together with the Management’s Discussion and Analysis, for the year ended December 31, 2025. The interim results for the period ended June 30, 2026 are not necessarily indicative of the results for the full fiscal year.
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| b. | Principles of Consolidation |
These unaudited condensed consolidated interim financial statements include the Company’s directly and indirectly wholly owned subsidiaries: Gaia Energy Investments Ltd., Berlin (BVI) Limited and 2847312 Ontario Inc.
All inter-company transactions and balances have been eliminated upon consolidation.
| c. | Use of estimates in the preparation of financial statements |
The preparation of the Company’s unaudited condensed consolidated interim financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of liabilities and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. On an ongoing basis, the Company evaluates estimates used, which include, but are not limited to the: valuation of stock-based compensation; share-based consideration for acquisitions; and, the impairment of long-lived assets, including mineral properties.
| d. | Contingent consideration in asset acquisitions |
Contingent consideration payable to a seller in an asset acquisition is recognized when the contingency is resolved and the amount payable is fixed or determinable. Consistent with the general asset-acquisition cost accumulation model, the Company’s policy is to capitalize such amounts as an addition to the cost basis of the related asset. However, if at the date the contingency is resolved the carrying value of the related asset (after giving effect to any previously recognized impairment) already reflects its estimated fair value or recoverable amount, and no intervening increase in fair value or recoverable amount has occurred, the Company concludes that the additional consideration does not represent probable future economic benefit and therefore does not meet the definition of an asset. In accordance with ASC 360-10-35, previously recognized impairment losses are not reversed, and the carrying amount established at the most recent impairment measurement remains the cost basis against which recoverability is assessed. Consequently, if capitalizing the contingent consideration in these circumstances would require the immediate recognition of an offsetting impairment charge for the full amount capitalized, the Company records the settlement of such contingent consideration directly as an expense in the period the contingency is resolved.
| e. | Recent Accounting Standards |
As of June 30, 2026, there are no additional recently issued or adopted accounting standards that could have a material impact on these consolidated financial statements.
| f. | Contingent liabilities |
Contingent liabilities
Certain conditions may exist as of the date the financial statements are issued, that may result in a loss to the Company but that will only be resolved when one or more future events occur or fail to occur. Such losses are disclosed as contingent liabilities if it’s not both probable and reasonably estimable. Our management assesses such contingent liabilities and estimated legal fees, if any. Such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings. Our management evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.
Management’s best estimates regarding the restoration provisions are based on the current economic environment. Changes in estimates of contamination, restoration standards and restoration activities result in changes to provisions from period to period. Actual restoration provisions will ultimately depend on future market prices for future restoration obligations. Management has determined that the Company has no restoration obligations on acquisition of the mineral properties and as at June 30, 2026.
6
NOTE 3: Purchase consideration paid in advance, advance to parent of acquiree AND THE ACQUISITIONS
The Colombian Acquisition
During the period ended September 30, 2024, the Company paid $
Of the Common Shares issued to GCOM,
Under the terms of the agreement, the Company was required to provide an initial cash consideration of CAD$
The Company has accounted for this transaction as an asset acquisition as the fair value of the assets are concentrated in the mineral rights of the respective entities. The Company has recognized the assets acquired at the fair value of the liabilities assumed, cash paid and fair value of the equity instruments issued as consideration, as these fair values are more clearly evident and reliably measured. As the acquisition has not been treated as a business combination there is no corresponding goodwill, instead the amount of consideration will be allocated to the assets acquired, which consists of the mineral properties.
The purchase price allocation is as follows:
| Consideration: | ||||
| Initial Cash Consideration | $ | |||
| Purchase consideration paid in advance | ||||
| Additional consideration paid in advance | ||||
| Initial consideration shares | ||||
| Legal Costs | ||||
| Total Consideration | $ | |||
| Assets and Liabilities Assumed: | ||||
| Accounts payable and accruals | $ | |||
| Deferred tax liability | $ | |||
| Mineral Properties | $ | |||
7
The
Further, five days after the IPO the Company made payment of the First Deferred Cash Payment of $
The First Deferred Cash Payment as well as the Liquidity Event Shares were recognized as expenses during the period as a result of the fact that during the year ended December 31, 2024 the Company recognized an impairment on the Berlin asset, see Note 4. Including this consideration as an addition to the Berlin asset would have the effect of reversing the previous impairment, which is prohibited, accordingly, the Company recognized these costs as expenses.
On May 9, 2025, the Company made a payment of $
Further, of the $
The Argentina Acquisition
Consideration for the acquisition consists of
The Company has accounted for this transaction as an asset acquisition as the fair value of the assets are concentrated in the mineral rights of 2847312 Ontario Inc. The Company has recognized the assets acquired at the fair value of the liabilities assumed and fair value of the equity instruments issued as consideration as these fair values are more clearly evident and reliably measured. As the acquisition has not been treated as a business combination, there is no corresponding goodwill, instead, the amount of consideration has been allocated to the assets acquired, which consist of the mineral properties.
The purchase price allocation is as follows:
| Consideration: | ||||
| Initial Share Consideration | $ | |||
| Share Consideration - Listing Shares | ||||
| Total Consideration | $ | |||
| Assets and Liabilities Assumed: | ||||
| Cash acquired | $ | |||
| Prepaid and other assets | ||||
| Mineral Properties | $ | |||
8
The
Upon completion of the IPO, the Company issued the
The Top Up Shares were recognized as expenses during the period as a result of the fact that during the year ended December 31, 2024 the Company recognized an impairment on the Laguna Salada and Huemul assets, see Note 4. Including this consideration as an addition to the Laguna Salada and Huemul assets would have the effect of reversing the previous impairment, which is prohibited, accordingly, the Company recognized these costs as expenses.
NOTE 4: EXPLORATION AND EVALUATION ASSETS AND EXPENSES
The following is a summary of the carrying value of the acquisition costs and expenditures on the Company’s exploration and evaluation assets:
| Exploration and Evaluation Assets | Berlin (Colombia) | Laguna Salada and Huemul (Argentina) | Total | |||||||||
| Balance, December 31, 2024 | $ | $ | $ | |||||||||
| Mineral property impairment | ||||||||||||
| Balance, December 31, 2025 and June 30, 2026 | $ | $ | $ | |||||||||
During the period after acquisition of the respective mineral properties and December 31, 2024, the uranium spot price experienced a consistent decline month over month. As a result of that decline, the Company conducted an impairment test effective December 31, 2024. The Company retained an external valuations expert who evaluated the fair value of the mineral properties using both a cost approach and a market approach, which yielded values less than the original carrying value. As the properties are not often traded, the Company used the fair value determined by the cost approach, in which the primary input was the decline in the uranium spot price and long-term prices which constitute Level 3 inputs. For the Colombia properties the decline in uranium spot price used as an input was approximately
9
During the year ended December 31, 2025, and as at December 31, 2025, the uranium spot price had recovered and has remained at consistent levels through June 30, 2026, management performed a qualitative impairment assessment and concluded that a quantitative impairment analysis of the mineral properties was not required, accordingly, there is no impairment of mineral properties during the year ended December 31, 2025 or the period ended June 30, 2026.
Exploration and Evaluation Expenses for the three months ended:
| Exploration and Evaluation Expenses | Berlin (Colombia) | Laguna Salada (Argentina) | Huemul (Argentina) | Period Ended June 30, 2026 | ||||||||||||
| Personnel | $ | $ | $ | $ | ||||||||||||
| Geological | ||||||||||||||||
| Land management | ||||||||||||||||
| Other | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Exploration and Evaluation Expenses | Berlin (Colombia) | Laguna Salada (Argentina) | Huemul (Argentina) | Period Ended June 30, 2025 | ||||||||||||
| Personnel | $ | $ | $ | $ | ||||||||||||
| Geological | ||||||||||||||||
| Land management | ||||||||||||||||
| Other | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
Exploration and Evaluation Expenses for the six months ended:
| Exploration and Evaluation Expenses | Berlin (Colombia) | Laguna Salada (Argentina) | Huemul (Argentina) | Period Ended June 30, 2026 | ||||||||||||
| Personnel | $ | $ | $ | $ | ||||||||||||
| Geological | ||||||||||||||||
| Land management | ||||||||||||||||
| Other | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Exploration and Evaluation Expenses | Berlin (Colombia) | Laguna Salada (Argentina) | Huemul (Argentina) | Period Ended June 30, 2025 | ||||||||||||
| Personnel | $ | $ | $ | $ | ||||||||||||
| Geological | ||||||||||||||||
| Land management | ||||||||||||||||
| Other | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
All claims are subject to minimum expenditure commitments. The Company expects to incur the minimum expenditures to maintain the claims.
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NOTE 5: PROPERTY AND EQUIPMENT
| June 30, 2026 | December 31, 2025 | |||||||
| Equipment | $ | $ | ||||||
| Accumulated depreciation | ||||||||
| Balance | $ | $ | | |||||
Depreciation for the three and six month periods ended June 30, 2026 were $
NOTE 6: CONVERTIBLE DEBENTURE
On June 20, 2025, the Company finalized the terms of a convertible debenture with an existing shareholder in the amount of $
As a result of the adoption of ASU 2020-06 in the year ended December 31, 2024, having determined that the conversion option was not required to be accounted for separately under ASC 815-15 and that there was no substantial premium in the issuance of the convertible debenture, the Company has recognized the proceeds allocated entirely to the convertible debenture.
The Company’s convertible debenture was converted into
NOTE 7: EQUITY
| a. | Shares |
The Company executed subscription documents for
On February 11, 2026, the Company completed its IPO resulting in the issuance of
As a result of completing the IPO, the following transactions were completed:
| ● | The Company’s convertible debenture was converted into |
| ● |
| ● |
As of June 30, 2026 and December 31, 2025 the Company had an unlimited number of Common Shares authorized for issuance and
11
On June 17, 2025, the Company received proceeds from the exercise of warrants. In total
The modification and new warrants fair value was determined using a Black-Scholes Model with the following inputs and results:
| Original Terms | Amended Terms | New Warrants | ||||||||||
| Grant Date | ||||||||||||
| Expiry | ||||||||||||
| Input Data | ||||||||||||
| Current Stock Price | $ | $ | $ | |||||||||
| Exercise Price | $ | $ | $ | |||||||||
| Term of Warrants | ||||||||||||
| Risk-Free Interest Rate | % | % | % | |||||||||
| Volatility | % | % | % | |||||||||
| Fair Value of Option | $ | $ | $ | |||||||||
| Modification benefit | $ | |||||||||||
| Number of warrants | ||||||||||||
| Value | $ | $ | ||||||||||
On July 15, 2025, a further
The modification and new warrants fair value was determined using a Black-Scholes Model with the following inputs and results:
| Original Terms | Amended Terms | New Warrants | ||||||||||
| Grant Date | ||||||||||||
| Expiry | ||||||||||||
| Input Data | ||||||||||||
| Current Stock Price | $ | $ | $ | |||||||||
| Exercise Price | $ | $ | $ | |||||||||
| Term of Warrants | ||||||||||||
| Risk-Free Interest Rate | % | % | % | |||||||||
| Volatility | % | % | % | |||||||||
| Fair Value of Option | $ | $ | $ | |||||||||
| Modification benefit | $ | |||||||||||
| Number of warrants | ||||||||||||
| Value | $ | $ | ||||||||||
12
Further, there were previously
The modification fair value was determined using a Black-Scholes Model with the following inputs and results:
| Original Terms | Amended Terms | |||||||
| Grant Date | ||||||||
| Expiry | ||||||||
| Input Data | ||||||||
| Current Stock Price | $ | $ | ||||||
| Exercise Price | $ | $ | ||||||
| Term of Warrants | ||||||||
| Risk-Free Interest Rate | % | % | ||||||
| Volatility | % | % | ||||||
| Fair Value of Option | $ | $ | ||||||
| Modification benefit | $ | |||||||
| Warrants | ||||||||
| Share-based compensation | $ | |||||||
| b. | Rights attached to shares: |
The Common Shares confer upon their holders’ voting rights and the right to participate in shareholders’ meetings, the right to share, on a per share pro rata basis, in Bonus Shares or Distributions (as defined in the Company’s Articles of Incorporation) as may be declared by the board of directors and approved by the shareholders, if required (out of funds legally available therefore), and the right to a share in excess assets upon liquidation of the Company – all as set forth in the Company’s Articles of Incorporation and in the Company’s Shareholders’ agreement.
| c. | Warrants |
| Number of Warrants | Weighted Average Exercise Price | Weighted Average Remaining Life | ||||||||||
| Outstanding warrants, December 31, 2024 (i) | $ | |||||||||||
| Exercised | ( | ) | $ | |||||||||
| Warrants – issued in units subscription | $ | |||||||||||
| Warrants – issued as inducement | $ | |||||||||||
| Outstanding warrants, June 30, 2025 | ||||||||||||
| Exercised | ( | ) | $ | |||||||||
| Warrants – issued as inducement | $ | |||||||||||
| Outstanding warrants, December 31, 2025 and June 30, 2026 | ||||||||||||
| (i) |
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| Weighted | ||||||||||||
| Average | ||||||||||||
| Expiry | Number of Warrants | Exercise Price | Remaining Life | |||||||||
| December 14, 2026 | $ | |||||||||||
| December 14, 2029 | $ | |||||||||||
| January 15, 2028 | $ | |||||||||||
| June 17, 2028 | $ | |||||||||||
| July 15, 2028 | $ | |||||||||||
| Outstanding warrants, June 30, 2026 | $ | |||||||||||
Under ASC Topic 815, the warrants are recorded as equity and included in additional paid-in capital.
| d. | Stock Options |
Pursuant to the Company’s stock option plan approved March 15, 2024, options may be granted to employees, directors or consultants of the Company and such options to purchase Common Shares will have an exercise price not less than the “fair market value” of a Common Share on the date of grant. The total number of Common Shares issuable pursuant to the option plan shall not exceed
The following table summarizes the stock option activity for the period ended June 30, 2026:
| Number of | Aggregate | Remaining | ||||||||||||||||
| Expiry | Options | Exercise | Intrinsic | Contractual | ||||||||||||||
| Grant Date | Date | Granted | Price | Value | Life | |||||||||||||
| March 15, 2024 | $ | $ | ||||||||||||||||
| June 18, 2024 | $ | |||||||||||||||||
| June 30, 2024 | $ | |||||||||||||||||
| August 28, 2024 | $ | |||||||||||||||||
| September 25, 2024 | $ | |||||||||||||||||
| As of June 30, 2026 | $ | $ | ||||||||||||||||
| Inputs into the Black-Scholes Model: | ||||||||||||||||||||
| Grant Date | ||||||||||||||||||||
| Share price | $ | $ | $ | $ | $ | |||||||||||||||
| Exercise price | $ | $ | $ | $ | $ | |||||||||||||||
| Term | ||||||||||||||||||||
| Risk-Free Interest Rate | % | % | % | % | % | |||||||||||||||
| Volatility | % | % | % | % | % | |||||||||||||||
14
Given the lack of historical trading data for the Common Shares, the volatility was estimated using comparable companies with publicly available volatility data. Also due to the lack of historical trading data, the share price was determined using the price of the most recent (relative to the grant date) arm’s length private placements to arrive at the $
During the period ended June 30, 2026, the Company recognized $ (2025 - $
NOTE 8: RELATED PARTY TRANSACTIONS
The Company had the following related party transactions during the noted periods:
| Three Months Ended June 30, 2026 | Six Months Ended June 30, 2026 | Accounts Payable - June 30, 2026 | ||||||||||
| Paid to a company controlled by the CEO | $ | | $ | $ | ||||||||
| Paid to a company controlled by the CFO | $ | $ | $ | |||||||||
| Paid to the Executive Chairman | $ | $ | $ | |||||||||
| Paid to a law firm in which a director is a partner, for legal services – internal counsel and corporate secretary | $ | $ | $ | |||||||||
| Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | Accounts Payable - June 30, 2025 | ||||||||||
| Paid to a company controlled by the CEO | $ | | $ | $ | ||||||||
| Paid to a company controlled by the CFO | $ | $ | $ | |||||||||
| Paid to the Executive Chairman | $ | $ | $ | |||||||||
| Paid to a law firm in which a director is a partner, for legal services – internal counsel and corporate secretary | $ | $ | $ | |||||||||
During the three and six months ended June 30, 2026, directors were paid $
15
NOTE 9: SEGMENT INFORMATION
The Company operates in
The accounting policies are consistent with those described in the summary of significant accounting policies. The CODM evaluates performance and decides how to allocate resources based on net loss and the measure of segment assets is the consolidated total assets, and specifically, the consolidated value of mineral properties and consolidated cash and cash equivalents.
For the three months ended June 30:
| Period ended June 30, 2026 | Gaia Colombia and Berlin Colombia | 284 Ontario | Jaguar Uranium Corp. | Total | ||||||||||||
| General and administrative expenses (a) | $ | $ | $ | $ | ||||||||||||
| Legal and professional fees | ||||||||||||||||
| Depreciation | ||||||||||||||||
| Exploration and evaluation expenditures (see Note 6) | ( | ) | ||||||||||||||
| Interest and other (income) expense | ( | ) | ( | ) | ( | ) | ||||||||||
| Foreign exchange (gain) loss | ||||||||||||||||
| Net income (loss) before income tax expense (recovery) | $ | $ | $ | $ | ||||||||||||
| Reconciliation of profit or loss: | ||||||||||||||||
| Adjustments and reconciling items | ||||||||||||||||
| Consolidated net income (loss) before income tax expense (recovery) | $ | $ | $ | $ | ||||||||||||
| (a) General and Administrative (G&A) expenses | Gaia Colombia and Berlin Colombia | 284 Ontario | Jaguar Uranium Corp. | Total | ||||||||||||
| Travel | $ | $ | $ | $ | ||||||||||||
| Compensation | ||||||||||||||||
| Investor relations | ||||||||||||||||
| Listing and filing fees | ||||||||||||||||
| Other G&A | ||||||||||||||||
| Total G&A | $ | $ | $ | $ | ||||||||||||
16
| Period ended June 30, 2025 | Gaia Colombia and Berlin Colombia | 284 Ontario | Jaguar Uranium Corp. | Total | ||||||||||||
| General and administrative expenses (a) | $ | $ | $ | $ | ||||||||||||
| Legal and professional fees | ||||||||||||||||
| Depreciation | ||||||||||||||||
| Exploration and evaluation expenditures (see Note 4) | ( | ) | ||||||||||||||
| Interest and other (income) expense | ||||||||||||||||
| Foreign exchange (gain) loss | ( | ) | ( | ) | ||||||||||||
| Net income (loss) before income tax expense (recovery) | $ | $ | $ | $ | ||||||||||||
| Reconciliation of profit or loss: | ||||||||||||||||
| Adjustments and reconciling items | ||||||||||||||||
| Consolidated net income (loss) before income tax expense (recovery) | $ | $ | $ | $ | ||||||||||||
| (a) General and Administrative (G&A) expenses | Gaia Colombia and Berlin Colombia | 284 Ontario | Jaguar Uranium Corp. | Total | ||||||||||||
| Travel | $ | $ | $ | $ | ||||||||||||
| Compensation | ||||||||||||||||
| Other G&A | ||||||||||||||||
| Total G&A | $ | $ | $ | $ | ||||||||||||
For the six months ended June 30:
| Period ended June 30, 2026 | Gaia Colombia and Berlin Colombia | 284 Ontario | Jaguar Uranium Corp. | Total | ||||||||||||
| General and administrative expenses (a) | $ | $ | $ | $ | ||||||||||||
| Legal and professional fees | ||||||||||||||||
| Depreciation | ||||||||||||||||
| Exploration and evaluation expenditures (see Note 4) | ||||||||||||||||
| Interest and other (income) expense | ( | ) | ( | ) | ( | ) | ||||||||||
| Liquidity event deferred cash payment | ||||||||||||||||
| Liquidity event and listing event shares | ||||||||||||||||
| Foreign exchange (gain) loss | ||||||||||||||||
| Net income (loss) before income tax expense (recovery) | $ | $ | $ | $ | ||||||||||||
| Reconciliation of profit or loss: | ||||||||||||||||
| Adjustments and reconciling items | ||||||||||||||||
| Consolidated net income (loss) before income tax expense (recovery) | $ | $ | $ | $ | ||||||||||||
17
| (a) General and Administrative (G&A) expenses | Gaia Colombia and Berlin Colombia | 284 Ontario | Jaguar Uranium Corp. | Total | ||||||||||||
| Travel | $ | $ | $ | $ | ||||||||||||
| Compensation | ||||||||||||||||
| Investor relations | ||||||||||||||||
| Listing and filing fees | ||||||||||||||||
| Other G&A | ||||||||||||||||
| Total G&A | $ | $ | $ | $ | ||||||||||||
| Period ended June 30, 2025 | Gaia Colombia and Berlin Colombia | 284 Ontario | Jaguar Uranium Corp. | Total | ||||||||||||
| General and administrative expenses (a) | $ | $ | $ | $ | ||||||||||||
| Legal and professional fees | ||||||||||||||||
| Depreciation | ||||||||||||||||
| Exploration and evaluation expenditures (see Note 4) | ||||||||||||||||
| Interest and other (income) expense | ||||||||||||||||
| Foreign exchange (gain) loss | ( | ) | ( | ) | ||||||||||||
| Net income (loss) before income tax expense (recovery) | $ | $ | $ | $ | ||||||||||||
| Reconciliation of profit or loss: | ||||||||||||||||
| Adjustments and reconciling items | ||||||||||||||||
| Consolidated net income (loss) before income tax expense (recovery) | $ | $ | $ | $ | ||||||||||||
| (a) General and Administrative (G&A) expenses | Gaia Colombia and Berlin Colombia | 284 Ontario | Jaguar Uranium Corp. | Total | ||||||||||||
| Travel | $ | $ | $ | $ | ||||||||||||
| Compensation | ||||||||||||||||
| Other G&A | ||||||||||||||||
| Total G&A | $ | $ | $ | $ | ||||||||||||
| As at June 30, 2026 | Gaia Colombia and Berlin Colombia | 284 Ontario | Jaguar Uranium Corp. | Total | ||||||||||||
| Mineral properties | $ | $ | $ | $ | ||||||||||||
| Property and equipment | ||||||||||||||||
| Total Long-Lived Assets | $ | $ | $ | $ | ||||||||||||
| As at December 31, 2025 | Gaia Colombia and Berlin Colombia | 284 Ontario | Jaguar Uranium Corp. | Total | ||||||||||||
| Mineral properties | $ | $ | $ | $ | ||||||||||||
| Property and equipment | ||||||||||||||||
| Total Long-Lived Assets | $ | $ | $ | $ | ||||||||||||
NOTE 10: SUBSEQUENT EVENTS
There are no reportable subsequent events as of the date of these unaudited condensed consolidated interim financial statements.
18
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially from our management’s expectations. See “Cautionary Note Regarding Forward-Looking Statements” contained above in this Quarterly Report on Form 10-Q. The Company assumes no obligation to update any of these forward-looking statements, unless required to do so by applicable law.
Unless the context otherwise requires, a reference to a “Note” herein refers to the accompanying Notes to Condensed Consolidated Financial Statements (Unaudited) contained in Part I, “Item 1. Financial Statements.”
Overview
Jaguar Uranium Corp. (the “Company” or “Jaguar Uranium”) is a uranium exploration and development company focused on uranium discoveries. We are a junior miner engaged in uranium exploration. Our portfolio is comprised of two (2) uranium exploration projects in Argentina and one (1) uranium exploration project in Colombia.
We maintain significant land holdings in Colombia and Argentina, which offer substantial exploration potential. Our properties are located within mining-friendly jurisdictions and are supported by established infrastructure. We intend to embark on an exploration program to establish and grow resource levels.
We control significant areas in one district in Colombia referred to as the Berlin Project. In Argentina, we control concessions in the Chubut Province titled Laguna Salada and La Rosada, and in the Mendoza Province titled Huemul. The areas controlled by the Company are known to have uranium indications as well as rare earth metals and base metals, specifically copper in the Huemul Project. Upon the incorporation of the Company in December 2022, the Berlin Project was acquired by the Company in April 2024 and the Argentina Projects were acquired in July 2024.
We are led by a management team with experience across the natural resources sector, including permitting, corporate finance, resource extraction, and are supported by a well-respected board of directors with involvement in both uranium and broader natural resources sectors worldwide. We are currently executing studies across our properties to allow for an exploration program which will include trenching, sampling, drilling and pilot testing.
We have not yet generated any income. Total operating expenses for the three and six months ended June 30, 2026 were $1,041,835 and $2,464,350, respectively, including $134,321 and $299,950 in professional fees (including legal fees, auditor fees, and accounting fees); $629,296 and $1,778,096 in general and administrative expenses; $271,345 and $377,757 in exploration and evaluation expenditures; and, $6,873 and $8,547 in depreciation. Total operating expenses for the three and six months ended June 30, 2025 were $432,271 and $939,385, including approximately $34,073 and $147,929 in professional fees (including legal fees, auditor fees, and accounting fees); $325,932 and $663,264 in general and administrative expenses; $71,020 and $125,696 in exploration and evaluation expenditures; and, $1,246 and 2,496 in depreciation.
19
To date, our ongoing operations have been financed by the sale of equity securities by way of private placements and the proceeds of our initial public offering that was consummated on February 11, 2026 (the “IPO”). We believe that we will be able to secure additional financings in the future, but there can be no assurance that such financing will be available to us in sufficient amounts, on attractive terms, on a timely basis, or at all.
During the balance of 2026, we anticipate that we will continue our exploration and development of mineral interests, secure and maintain title to properties with the goal upon achieving future profitable production. There is no assurance that we will succeed in this endeavor, achieve revenues in the future, achieve revenues that exceed the cost of our expense in the future, or generate a profit, taking into account our expenses.
Results of Operations
The following financial data is derived from, and should be read in conjunction with the quarterly financial statements. A summary of the Company’s operating results for the three and six months ended June 30, 2026 and 2025 are as follows:
| Three months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 | |||||||||||||
| REVENUE | $ | — | $ | — | $ | — | $ | — | ||||||||
| OPERATING EXPENSES: | ||||||||||||||||
| General and administrative expenses | 629,296 | 325,932 | 1,768,242 | 663,264 | ||||||||||||
| Legal and professional fees | 134,321 | 34,074 | 299,950 | 147,929 | ||||||||||||
| Depreciation | 6,873 | 1,246 | 8,547 | 2,496 | ||||||||||||
| Exploration and evaluation expenditures | 271,345 | 71,021 | 377,757 | 125,696 | ||||||||||||
| TOTAL OPERATING EXPENSES | 1,041,835 | 432,273 | 2,464,350 | 939,385 | ||||||||||||
| OTHER INCOME AND EXPENSES | ||||||||||||||||
| Interest and other (income) expense | (184,034 | ) | 996 | (242,390 | ) | 1,106 | ||||||||||
| Foreign exchange (gain) | 16,211 | ) | (4,206 | ) | 52,961 | 1,987 | ||||||||||
| Liquidity event deferred cash payment | — | — | 720,700 | — | ||||||||||||
| Liquidity event and listing event shares | — | — | 17,747,028 | — | ||||||||||||
| NET LOSS AND COMPREHENSIVE LOSS | $ | 874,012 | 429,061 | 20,742,649 | 942,478 | |||||||||||
20
The following is an analysis of the Company’s operations for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025. Significant items contributing to the loss incurred during such period were as follows:
| ● | General and administrative expenses: |
| General and Administrative (G&A) expenses | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | ||||||||||||
| Travel | $ | 32,656 | $ | 959 | $ | 83,602 | $ | 6,928 | ||||||||
| Compensation | 422,169 | 315,077 | 1,250,068 | 644,993 | ||||||||||||
| Investor relations | 166,521 | — | 264,596 | — | ||||||||||||
| Listing and filing fees | 6,251 | — | 114,448 | — | ||||||||||||
| Other G&A | 1,699 | 9,896 | 4,466 | 11,343 | ||||||||||||
| Total G&A | $ | 629,296 | $ | 325,932 | $ | 1,717,180 | $ | 663,264 | ||||||||
| The increase in these expenses are due to the following: compensation increased as a result of the liquidity event bonuses, which were contractually due to management upon the IPO and amounted to $525,000; investor relations expenses were previously not incurred until the completion of the IPO and the Company retained several service providers to provide services including online marketing, interviews and other coverage; listing and filing fees increased as a result of fees paid to our filing agent, which were previously not required to be paid and included several amounts that were due upon the IPO. | ||
| ● | Legal and professional fees for the three and six months ended June 30, 2026 were $134,321 and $299,950, respectively, compared to $34,073 and $147,929 for the three and six months ended June 30, 2025, respectively. The three and six months professional fees mainly consisted of the following respective amounts: $35,000 and $175,000 of audit and accounting fees (June 30, 2025 - $4,500 and $59,000); $72,500 and $96,500 of legal fees (June 30, 2025 - $4,000 and $30,000), which primarily relate to fees paid for securities counsel as part of pursuing the filing of a registration statement with the Securities and Exchange Commission (the “SEC”) and other matters related to the IPO, as well as ordinary corporate counsel fees. The increase in legal and professional costs is partially offset by $25,500 and $58,500 of compensation costs for consulting related to the CFO, which were included in professional fees in the prior period, whereas in the current period the CFO was on payroll, which was included in General and Administrative expenses. |
| ● | Exploration and evaluation expenditures: |
For the three months ended June 30,
| Exploration and Evaluation Expenses | Berlin (Colombia) | Laguna Salada (Argentina) | Huemul (Argentina) | Period Ended June 30, 2026 | ||||||||||||
| Personnel | $ | 60,999 | $ | 35,972 | $ | 38,263 | $ | 135,234 | ||||||||
| Geological | 7,832 | 1,615 | 13,426 | 22,873 | ||||||||||||
| Land management | 5,943 | 14,218 | 73,223 | 93,384 | ||||||||||||
| Other | 3,362 | 3,151 | 13,341 | 19,854 | ||||||||||||
| $ | 78,136 | $ | 54,956 | $ | 138,253 | $ | 271,345 | |||||||||
| Exploration and Evaluation Expenses | Berlin (Colombia) | Laguna Salada (Argentina) | Huemul (Argentina) | Period Ended June 30, 2025 | ||||||||||||
| Personnel | $ | 36,631 | $ | 154 | $ | 157 | $ | 36,942 | ||||||||
| Geological | — | — | — | — | ||||||||||||
| Land management | 19,641 | 8,921 | 4,605 | 33,167 | ||||||||||||
| Other | 226 | 672 | 13 | 911 | ||||||||||||
| $ | 56,498 | $ | 9,747 | $ | 4,775 | $ | 71,020 | |||||||||
21
For the six months ended June 30,
| Exploration and Evaluation Expenses | Berlin (Colombia) | Laguna Salada (Argentina) | Huemul (Argentina) | Period Ended June 30, 2026 | ||||||||||||
| Personnel | $ | 93,192 | $ | 39,533 | $ | 41,824 | $ | 174,549 | ||||||||
| Geological | 7,832 | 1,615 | 13,426 | 22,873 | ||||||||||||
| Land management | 11,772 | 26,249 | 119,910 | 157,931 | ||||||||||||
| Other | 3,362 | 4,426 | 14,616 | 22,404 | ||||||||||||
| $ | 116,158 | $ | 71,823 | $ | 189,776 | $ | 377,757 | |||||||||
| Exploration and Evaluation Expenses | Berlin (Colombia) | Laguna Salada (Argentina) | Huemul (Argentina) | Period Ended June 30, 2025 | ||||||||||||
| Personnel | $ | 48,961 | $ | 154 | $ | 157 | $ | 49,272 | ||||||||
| Geological | — | — | — | — | ||||||||||||
| Land management | 30,655 | 28,626 | 12,954 | 72,235 | ||||||||||||
| Other | 226 | 2,311 | 1,652 | 4,189 | ||||||||||||
| $ | 79,842 | $ | 31,091 | $ | 14,763 | $ | 125,696 | |||||||||
Exploration and evaluation (“E&E”) expenses have increased across all periods as the Company completed its IPO in February 2026 and was able to commence preliminary E&E activity, whereas previously the costs incurred were kept to the minimum amounts required to keep the properties in good standing.
| ● | Personnel costs consist of the payments made to the consultants, who are managing the Company’s operations in Colombia and Argentina. |
| ● | Geological costs consist of the payments made to contractors who prepare the work plan for tour Properties, including surface geological exploration, subsoil exploration, geological assessment and modelling and financial and market analysis. |
| ● | Land management costs consist of the costs related to keeping the claims in good standing with regulators and other claim management costs. |
| ● | Other costs consist of general operating costs, such as travel, small equipment rentals, and other miscellaneous costs. |
For clarity, the Company has not conducted any physical exploration work on any of the properties as we awaited the funds raised in our IPO. The amounts shown above, relate to exploration and evaluation activities such as planning, geological assessments, and regulatory compliance in anticipation of the acquisition closing, rather than field-based exploration.
| ● | Other Income and Expenses |
Interest income is generated by the interest generated on the funds deposited from the IPO net proceeds.
Foreign exchange is due to primarily to fluctuations in the exchange rate on CAD denominated accounts payable.
22
On completion of the IPO the Company issued an additional 3,836,757 Liquidity Event Shares to GCOM related to the Colombia Acquisition, which were valued at the IPO price of $4, resulting in $15,347,028 of value attributable to the Liquidity Event Shares, which has been recognized in the condensed consolidated interim statements of operations as Liquidity Event and Listing Event Shares as a component of Other Income and Expenses. The Company also made the First Deferred Cash Payment of $720,700 (CAD$1,000,000), which was due within five days of completing the Listing Event and is included in the condensed consolidated interim statements of operations as Liquidity Event Deferred Cash Payment as a component of Other Income and Expenses.
Further, as the share price of the Common Shares as of the IPO was $4 and the closing of the IPO was past the first anniversary of the closing date of the Argentina Acquisition, the Company issued an additional 600,000 Top Up Shares which were valued at the IPO share price of $4, resulting in $2,400,000 of value attributable to the Liquidity Event Shares, which has been recognized in the condensed consolidated interim statements of operations as Liquidity Event and Listing Event Shares as a component of Other Income and Expenses.
Liquidity and Capital Resources
A summary and discussion of our cash inflows and outflows are as follows:
Operating Activities
For the six months ended June 30, 2026 and 2025, the Company used $3,844,105 and $468,962, respectively, in operations. The primary driver of the increase is the overall increase in net loss of $20,742,649 for the six months ended June 30, 2026 (2025 - $942,478), which is offset primarily by of the increase in share-based payments of $17,747,028 for the six months ended June 30, 2026 (2025 - $526,920), which is principally due to the Liquidity Event and Listing Event Shares. The net loss was further increased by the Liquidity Event Deferred Cash Payment of $720,700, as noted above, as well as accrued income on short-term investments of $162,803 and the increases in expenses discussed in the foregoing discussion of the Results of Operations. Further, with having received the IPO proceeds, the Company was able to make payments on a significant amount of the outstanding accounts payable resulted in reduction of accounts payable and other liabilities of $437,439. Finally, there was $256,789 of cash used in prepaid expenses, primarily this relates to prepaid investor relations services that will be incurred in the coming months.
Investing activities
Investing activities for the six months ended June 30, 2026, constituted the investment of the IPO proceeds into short-term investments and redemption of $500,000 of those short-term investments to fund operations, including our E&E expenses during the period.
Financing activities
Financing activities for the six months ended June 30, 2026, provided cash, offsetting the above uses of cash, amounting to $22,675,000 which consisted of the net proceeds from the IPO, whereas for the six months ended June 30, 2025 the Company received $350,000 of cash from the issuance of units, $150,000 from the issuance of a convertible debenture and $396,000 from the exercise of warrants.
Cash Resources and Going Concern
We have no revenue generating operations from which we can internally generate funds. To date, our ongoing operations have been financed by the sale of our equity securities by way of private placements and the proceeds of the IPO, which resulted in the receipt of net proceeds of $22.7 million. We believe that we will be able to secure additional financings in the future, but there can be no assurance that such financing will be available to us in sufficient amounts, on attractive terms, on a timely basis, or at all. This situation is unlikely to change until such time as we can develop a bankable feasibility study on one of our properties. When acquiring an interest in mineral properties through purchase or option, we will sometimes issue Common Shares to the vendor or optionee of the property as partial or full consideration for the property interest in order to conserve our cash.
23
The continuing operations of the Company are dependent upon obtaining necessary financing to meet our commitments as they come due, to finance future exploration and development of mineral interests and to secure and maintain title to properties and upon future profitable production.
We anticipate that the proceeds of the IPO will fund our capital requirements for the following 24 months from the IPO. The reason that we expect that the IPO will fund our capital requirements for the next 24 months is based on the Company’s budget with regards to its anticipated exploration programs, workforce expansion plans and general corporate activities such as legal counsel, accounting, investor relations and other typical expenditures. The categories of expenditures expected by the Company are exploration expenditures and property maintenance fees, general administrative expenses and working capital and general corporate purposes. We expect that we will operate at a loss for the foreseeable future and believe the current cash and cash equivalents will be sufficient for us to maintain our currently held properties, and fund our currently anticipated general and administrative costs. In any event, we will be required to raise additional funds through future financings in order to continue our business. Should such financing not be available in that time-frame or in reasonable and acceptable terms to us, we will be required to reduce our operating activities.
Despite our success to date in raising capital to fund our operations, there remains uncertainty that we will be able to secure any additional financing in the current or future equity markets. See the information under the heading “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on March 27, 2026 for more information. Failure to obtain additional financing could have a material adverse effect on our financial condition and results of operation and could cast uncertainty on our ability to continue as a going concern.
Mineral Property Obligations
We hold our property rights through the following mining leases and option agreements.
Berlin Project
On April 8, 2024, we acquired a 100% indirect interest in the Berlin Project pursuant to the Berlin Project SPA. Pursuant to the Berlin Project SPA, we acquired all of the issued and outstanding shares of Gaia Energy from Green Shift on the Berlin Project Closing Date in consideration of (a) an initial cash payment to Green Shift of CAD$20,000, (b) the issuance to Green Shift of 1,211,687 Common Shares, and (c) the grant of the Berlin Project Royalty to Green Shift pursuant to the Berlin Project Royalty Agreement.
Pursuant to the Berlin Project SPA, as additional consideration for the purchase of all of the issued and outstanding shares of Gaia Energy, we will no later than 30 days after the commencement of commercial production at the Berlin Project, pay Green Shift a third cash payment of CAD$5 million. We have previously;
| (a) | paid to Green Shift a second cash payment of CAD$1 million; and |
| (b) | issued to Green Shift such number of Common Share that would result in Green Shift owning an aggregate 25% of the issued shares of the issued and outstanding Common Shares (after giving effect to both the issuance to Green Shift and the completion of the Liquidity Event) at the price per share equal to the Offering Price. |
24
Argentina Projects
On July 19, 2024, we acquired a 100% indirect interest in the Argentina Projects pursuant to the Argentina Projects SPA. Pursuant to the Argentina Projects SPA, we acquired all of the issued and outstanding shares of 284 Ontario from Consolidated Uranium on the Argentina Projects Closing Date in consideration of (a) the issuance to Consolidated Uranium of 2,000,000 Common Shares, (b) the grant of the Huemul II Royalty to Consolidated Uranium pursuant to the Huemul II Royalty Agreement; and (c) the grant of the Laguna Project Royalty to Consolidated Uranium pursuant to the Laguna Project Royalty Agreement. Pursuant to the terms of the Laguna Project Royalty Agreement, we have the option to repurchase one-half (1.0%) of the Laguna Project Royalty for a period of seven years from the Argentina Projects Closing Date for $2,500,000. Pursuant to the terms of the Huemul II Royalty Agreement, Consolidated Uranium retained the Huemul Option that extends the royalty to cover both the Huemul I and Huemul II Properties, in exchange for a payment of $1.0 million to the Company, provided the payment is made prior to the execution of the Huemul I Buy Back Right Assignment Agreement. On March 10, 2025, the Huemul I Buy Back Right Assignment Agreement was executed, and the Existing Huemul I Buy Back Right was assigned to Consolidated Uranium, resulting in the immediate termination of the Huemul Option.
Prior to the execution of the Argentina Projects SPA, 284 Ontario had entered into two net smelter return royalty agreements: Existing Huemul Royalty Agreement I and Existing Huemul Royalty Agreement II, both dated July 31, 2023. Pursuant to the Existing Huemul Royalty Agreement I, 284 Ontario granted Minera Agauca S.A. a 2.0% net smelter return royalty on all future production from specific concessions of the Huemul Project, namely Cateo Huemul Norte, Cateo Huemul Sur, Mina Huemul, MD Silvana, and MD Cerro Butalo. Under the terms of this agreement, 284 Ontario had the Existing Huemul I Buy Back Right, which has been assigned to Consolidated Uranium on March 10, 2025. Pursuant to the Existing Huemul Royalty Agreement II, 284 Ontario granted NewEra Metal Resources Ltd. and Mr. Guillermo Wild Ceruzzi a 1.0% net smelter return royalty on future production from the MD Mirano Norte and MD Carmencita concessions within the Huemul Project. This agreement grants 284 Ontario the exclusive and irrevocable one-time right to repurchase the entire 1.0% royalty for a payment of $400,000, which can be exercised at any time, subject to a 15-day notice requirement.
Pursuant to the Argentina Projects SPA, as additional consideration for the purchase of all of the issued and outstanding shares of 284 Ontario, we have issued to Consolidated Uranium 400,000 Common Shares. Further, we have also issued to Consolidated Uranium Common Shares in an amount to reflect a $12,000,000 valuation of the Argentina Projects at the offering price of $4.00.
Pursuant to the Argentina Projects SPA, we have acquired a 100% indirect interest in the Sierra Pintada Project, in addition to the Argentina Projects. The Sierra Pintada Project consists of 15 claims that grant us rights solely to explore for specified minerals; no rights to mine any minerals have been conferred. To date, no material exploration work has been conducted on the Sierra Pintada Project, and we have no current plans to initiate exploration or development activities. Accordingly, the Sierra Pintada Project remains, and is expected to remain for the foreseeable future, in an initial exploration stage, with no drilling or geological data to support potential mineral findings, nor any economic assessments to indicate value. The Sierra Pintada Project is not anticipated to impact our business operations, cash flow, or asset valuation in the foreseeable future. We do not claim any mineral resources or reserves on the Sierra Pintada Project at this time, and there is no certainty that mineralized material will be discovered.
In connection with the Argentina Projects SPA, we entered into the IsoEnergy IRA. Pursuant to the IsoEnergy IRA, IsoEnergy is entitled to participate in future equity financings, including the issuance of equity securities or securities convertible into or exercisable for equity securities in any public or private offering, on terms consistent with those offered to other investors, subject to certain exceptions, including issuances of securities (a) under the Company’s existing or future share-based incentive plans, (b) upon the exercise or conversion of previously issued convertible or exchangeable securities, (c) in connection with acquisitions, business combinations, or other asset transactions, and (d) through a rights offering made available to all shareholders.
IsoEnergy was also entitled to nominate one director to our board of directors following the IPO. The nominee, who may be a director or officer of IsoEnergy, is not required to meet independence criteria. We are required to take all necessary steps to ensure the appointment of IsoEnergy’s nominee to our board of directors.
The IsoEnergy IRA will terminate when IsoEnergy’s ownership percentage in the Company falls below 5%. Upon termination, all rights and obligations under the agreement will cease.
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Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Basis of Presentation
The accompanying unaudited condensed consolidated interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the U.S. and the rules and regulations of the U.S. Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, shareholders’ equity, or cash flows. It is management’s opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K filed with the SEC on March 27, 2026, which contains the annual audited consolidated financial statements and notes thereto, together with the Management’s Discussion and Analysis, for the year ended December 31, 2025. The interim results for the period ended June 30, 2026 are not necessarily indicative of the results for the full fiscal year.
Recently Adopted Accounting Pronouncements
As of June 30, 2026, there are no additional recently issued or adopted accounting standards that could have a material impact on these unaudited condensed consolidated interim financial statements.
Critical Accounting Estimates
A summary of significant accounting policies of the Company is presented in Note 2 of the unaudited condensed consolidated interim financial statements for the period ended June 30, 2026. The financial statements and notes are representations of our management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles under U.S. GAAP and have been consistently applied in the preparation of the financial statements.
The below discussion highlights the accounting policies having the greatest impact on the respective financial statements:
Principles of Consolidation
These unaudited condensed consolidated interim financial statements include the Company’s directly and indirectly wholly owned subsidiaries: Gaia Energy Investments Ltd., Berlin (BVI) Limited and 2847312 Ontario Inc.
All inter-company transactions and balances have been eliminated upon consolidation.
Use of estimates in the preparation of financial statements
The preparation of the Company’s financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of liabilities and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. On an ongoing basis, the Company evaluates estimates used, which include, but are not limited to the: valuation of stock-based compensation; share-based consideration for acquisitions; and, the impairment of long-lived assets, including mineral properties.
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Contingent liabilities
Certain conditions may exist as of the date the financial statements are issued, that may result in a loss to the Company but that will only be resolved when one or more future events occur or fail to occur. Such losses are disclosed as contingent liabilities if it’s not both probable and reasonably estimable. Our management assesses such contingent liabilities and estimated legal fees, if any. Such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings. Our management evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.
Management’s best estimates regarding the restoration provisions are based on the current economic environment. Changes in estimates of contamination, restoration standards and restoration activities result in changes to provisions from period to period. Actual restoration provisions will ultimately depend on future market prices for future restoration obligations. Management has determined that the Company has no restoration obligations on acquisition of the mineral properties and as at June 30, 2026.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures: Our management carried out, as of June 30, 2026, with the participation of our President and Chief Executive Officer and our Chief Financial Officer, an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on that evaluation, our President and Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2026, our disclosure controls and procedures were effective to provide reasonable assurance that material information required to be disclosed by us in reports we file under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our President and Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control Over Financial Reporting: Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d -15(f). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with existing policies or procedures may deteriorate. Under the supervision and with the participation of our management, including our President and Chief Executive Officer and Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2026 based on the framework in “Internal Control-Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of June 30, 2026, and that no material weaknesses in internal control over financial reporting were identified.
Changes in Internal Control Over Financial Reporting: There were no changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)) during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Part II
Item 1. Legal Proceedings
There is no material litigation, arbitration or governmental proceeding currently pending against the Company or any member of our management team in their capacity as such.
Item 1A. Risk Factors
There have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
No unregistered sales of equity securities occurred during the three months ended June 30, 2026, that were not previously reported.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Rule 10b5-1 Trading Plans
The Company’s executive officers and directors may from time to time enter into plans or arrangements for the purchase or sale of its common shares that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. During the three months ended June 30, 2026, no officers or directors of the Company
Item 6. Exhibits
| * | Filed herewith |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| JAGUAR URANIUM CORP. | |
| /s/ Steven Gold | |
| Steven Gold President, Chief Executive Officer and Director (Principal Executive Officer) | |
| /s/ William Avery | |
| William Avery Chief Financial Officer (Principal Financial and Accounting Officer) | |
| Date: August 12, 2026 |
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