Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM F-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

Verdera Energy Corp.

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s Name into English)

#250 – 750 West Pender St.

Vancouver, British Columbia, V6C 2T7, Canada

(505) 273-7724

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Cogency Global Inc.

122 E. 42nd Street, 18th Floor

New York, New York 10168

(800) 221-0102

(Names, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to public: As soon as practicable upon effectiveness of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement the same offering. ¨

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company x

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

35,000,000 Common Shares

Verdera Energy Corp.

This prospectus relates to the offer and sale of 35,000,000 common shares (the “Distribution Shares”) of Verdera Energy Corp. (the “Company”, “we”, “us”, and “ours”) by way of a planned special distribution (the “Special Distribution”) by the selling shareholder named herein, enCore Energy Corp., a corporation incorporated pursuant to the laws of the Province of British Columbia (“enCore”), to the holders of common shares of enCore (the “enCore Shareholders”) and is being delivered to enCore Shareholders in connection with the Special Distribution. This prospectus relates to the Special Distribution of the Distribution Shares.

Pursuant to the Special Distribution, each enCore Shareholder as of           , 2026, the record date for the Special Distribution as set by the board of directors of enCore (the “Distribution Record Date”), will be entitled to receive their pro rata portion of the Distribution Shares per enCore common share held, [calculated by dividing the number of Distribution Shares by the number of outstanding enCore common shares on the Distribution Record Date. EnCore shareholders who would otherwise be entitled to a fractional Distribution Preferred Share will have the number of Distribution Shares rounded down to the nearest whole Distribution Share.]

enCore holds 15,000,000 common shares and 35,000,000 Class A Preferred Shares of the Company, representing approximately 20.05% of the Company’s issued and outstanding voting securities. Pursuant to their terms, the Class A Preferred Shares will convert in the Distribution Shares immediately prior to the Distribution Record Date and be distributed to the enCore Shareholders pursuant to the Special Distribution. As a result, enCore is deemed an “affiliate” of the Company and is deemed to be an underwriter within the meaning of Rule 145(c) under the Securities Act of 1933, as amended (the “Securities Act”) in relation to the Special Distribution of the Distribution Shares.

We will not receive any proceeds from the Special Distribution of the Distribution Shares or from the conversion of the Class A Preferred Shares into common shares prior to completion of the Special Distribution.

Our common shares are currently listed for trading on the TSX Venture Exchange (the “TSXV”) under the ticker symbol “V”. The closing price per share on the TSXV on April 9, 2026 was C$0.55.

We are an “emerging growth company,” as that term is used in the Jumpstart Our Business Startups Act of 2012, and as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company.”

Investing in our common shares involves a high degree of risk. See “Risk Factors” beginning on page 16 of this prospectus for a discussion of information that should be considered in connection with an investment in our common shares.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is           , 2026

TABLE OF CONTENTS

ABOUT THIS PROSPECUS

This prospectus is part of a registration statement we filed with the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”). If the SEC declares the registration statement effective, the selling shareholder named herein, enCore, may sell up to 35,000,000 Distribution Shares by way of the Special Distribution. We will update this prospectus from time to time to include new information about us, and we will file supplements to the prospectus with the Securities and Exchange Commission. You should carefully read this prospectus, any prospectus supplement, and the information we from time-to-time file with SEC as described under the caption “Where You Can Find Additional Information.”

This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in any jurisdiction in which, or from any person with respect to whom, it is unlawful to make any such offer in such jurisdiction.

You should rely only on the information contained in this prospectus. We have not authorized any other person to provide you with additional, different or inconsistent information. If anyone provides you with additional, different or inconsistent information, you should not rely on it. We may not sell these securities until the registration statement filed with, is effective. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information appearing in this prospectus is accurate as of any date other than the date on the front cover of this prospectus unless otherwise specified herein. Our business, financial condition, results of operations and prospects may have changed since that date. Information contained on our website does not constitute part of this prospectus.

The market data and other statistical information used throughout this prospectus has been compiled from publicly available information and industry publications. These sources generally state that the information they provide is believed to be reliable however, it is subject to subjective assessments and changes and cannot always be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any market research and statistical survey. Therefore, the accuracy and completeness of the information are not guaranteed and estimates and beliefs based on such data may not be reliable. In addition, such market data and statistical information may be different from other sources and may not reflect all or even a comprehensive set of the actual events and transactions occurring in the market. Although we are responsible for all of the disclosures contained in this prospectus and we believe that such market data and statistical information is reliable, we have not independently verified its accuracy or completeness. In addition, some data is also based on our good faith estimates and our management’s understanding of industry conditions. Such data involve risks and uncertainties and are subject to change based on various factors, including those discussed under the headings “Forward-Looking Statements” and “Risk Factors” in this prospectus.

GLOSSARY

For ease of reference, the following factors for converting metric measurements into imperial equivalents are as follows:

Abbreviations

In this prospectus, the abbreviations set forth below have the following meanings:

In this prospectus, the following terms have the meanings set forth herein:

“BLM” means the U.S. Bureau of Land Management.

“Central Processing Plant” or “CPP” means the central operational facilities Uranium processing occurs following Uranium extraction from the ore body using ISR.

“Crownpoint” or “Crownpoint Project” means the Crownpoint and Hosta Butte Uranium Project located in McKinely County, New Mexico, USA.

“Crownpoint Technical Report” means the S-K 1300 technical report summary entitled “Crownpoint and Hosta Butte Uranium Project, McKinely County, New Mexico, USA, Initial Assessment, S-K 1300” dated December 5, 2025 and effective as of February 25, 2025 prepared by BRS Inc.

“EPA” means the U.S. Environmental Protection Agency.

“Exploration Stage Issuer” is an issuer that has no material property with Mineral Reserves disclosed.

“Exploration Stage Property” is a property that has no Mineral Reserves disclosed.

“GT” means grade-thickness, a measure referring to the concentration of a mineral in Ore and the width of the Ore body.

“Inferred Mineral Resource” is a component of Mineral Resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling; where the term limited geological evidence means evidence that is only sufficient to establish that geological and grade or quality continuity is more likely than not. The level of geological uncertainty associated with an Inferred Mineral Resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. Because an Inferred Mineral Resource has the lowest level of geological confidence of all Mineral Resources, which prevents the application of the modifying factors in a manner useful for evaluation of economic viability, an Inferred Mineral Resource may not be considered when assessing the economic viability of a mining project and may not be converted to a Mineral Reserve.

“Indicated Mineral Resource” is that part of a Mineral Resource for which quantity and grade or quality are estimated on the basis of adequate geological evidence and sampling. The level of geological certainty associated with an Indicated Mineral Resource is sufficient to allow a qualified person to apply modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Because an Indicated Mineral Resource has a lower level of confidence than the level of confidence of a Measured Mineral Resource, an Indicated Mineral Resource may only be converted to a Probable Mineral Reserve.

“Initial Assessment” is a preliminary technical and economic study of the economic potential of all or parts of mineralization to support the disclosure of Mineral Resources. The Initial Assessment must be prepared by a qualified person and must include appropriate assessments of reasonably assumed technical and economic factors, together with any other relevant operational factors, that are necessary to demonstrate at the time of reporting that there are reasonable prospects for economic extraction. An Initial Assessment is required for disclosure of Mineral Resources but cannot be used as the basis for disclosure of Mineral Reserves.

“Ion-exchange” or “IX” means a reversible chemical reaction that swaps ions between a solid and a solution. In the case of the Company’s operation, the ion exchange occurs in a bed of strong base anionic polystyrene resin beads contained in a vessel or column.

“ISR” means In Situ Recovery (literally, ‘in place’ recovery) describes rocks or formations that have not been moved from their original position (also known as in situ leach or ISL).

“Measured Mineral Resource” is that part of a Mineral Resource for which quantity and grade or quality are estimated on the basis of conclusive geological evidence and sampling.  The level of geological certainty associated with a Measured Mineral Resource is sufficient to allow a qualified person to apply modifying factors, as defined in this section, in sufficient detail to support detailed mine planning and final evaluation of the economic viability of the deposit. Because a Measured Mineral Resource has a higher level of confidence than the level of confidence of either an Indicated Mineral Resource or an Inferred Mineral Resource, a Measured Mineral Resource may be converted to a Proven Mineral Reserve or to a Probable Mineral Reserve.

“Mineral Reserve” is an estimate of tonnage and grade or quality of Indicated and Measured Mineral Resources that, in the opinion of the qualified person, can be the basis of an economically viable project. More specifically, it is the economically mineable part of a Measured or Indicated Mineral Resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted.

“Mineral Resource” is a concentration or occurrence of solid material of economic interest in or on the Earth’s crust in such form, grade or quality and quantity that there are reasonable prospects for economic extraction. A Mineral Resource is a reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining dimensions, location or continuity, that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable. It is not merely an inventory of all mineralization drilled or sampled.

“Mineralization” means, in exploration, a reference to a notable concentration of metals and their associated mineral compounds, or a specific mineral, within a body of rock.

“Modifying Factors” are the factors that a qualified person must apply to Indicated and Measured Mineral Resources and then evaluate in order to establish the economic viability of Mineral Reserves. A qualified person must apply and evaluate modifying factors to convert Measured and Indicated Mineral Resources to Proven and Probable Mineral Reserves. These factors include but are not restricted to: mining; processing; metallurgical; infrastructure; economic; marketing; legal; environmental compliance; plans, negotiations, or agreements with local individuals or groups; and governmental factors. The number, type and specific characteristics of the modifying factors applied will necessarily be a function of and depend upon the mineral, mine, property, or project.

“NRC” means US Nuclear Regulatory Commission.

“Ore” means a natural aggregate of one or more minerals which may be mined and sold at a profit, or from which some part may be profitably separated. A company may only refer to Mineral Reserves (as that term is defined in S-K 1300) as “ore.”

“Probable Mineral Reserve” is the economically mineable part of an Indicated Mineral Resource, and in some circumstances, a Measured Mineral Resource. The confidence in the Modifying Factors applying to a Probable Mineral Reserve is lower than that applying to a Proven Mineral Reserve.

“Proven Mineral Reserve” is the economically mineable part of a Measured Mineral Resource. A Proven Mineral Reserve implies a high degree of confidence in the Modifying Factors.

“Qualified Person” or “QP” means an individual who:

“Uranium” means naturally radioactive, heavy, metallic element of atomic number 92. Uranium in its pure form is a heavy metal. Its two principal isotopes are U-238 and U-235, of which U-235 is the necessary component for the nuclear fuel cycle. However, “uranium” used in this annual report refers to triuranium octoxide, also called “U3O8,” and is produced from uranium deposits. It is the most actively traded uranium-related commodity. Our operations extract and ship “yellowcake” which typically contains 70% to 90% U3O8 by weight.

“USGS” means United States Geological Survey.

“U3O8” a standard chemical formula commonly used to express the natural form of uranium mineralization. U represents uranium and O represents oxygen. U3O8 is contained in “yellowcake” or “uranium concentrate” accounting for 70% to 90% by weight.

CURRENCY AND EXCHANGE RATES

Unless otherwise noted, the Company’s financial and related information included in this prospectus is presented in Canadian dollars (“C$”). As of February 26, 2026 the average exchange rate, as reported by the Bank of Canada for the conversion of United States dollars into Canadian dollars was US$0.7306 (US$1.00 = C$1.3688). Unless otherwise indicated in this prospectus, all other references herein are to United States dollars.

Exchange Rate Information

The following tables set forth certain exchange rates based on the average exchange rate are reported by the Bank of Canada. Each of the tables set forth the number of Canadian dollars required under that formula to buy one United States dollar.

The following table sets forth the exchange rate for the past five fiscal years ended September 30:

The following table sets forth the high and low exchanges rates for each month under the most recently completed six months:

RISK FACTORS

You should carefully consider the following risk factors that may affect our business, future operating results and financial condition, as well as the other information set forth in this prospectus, before making a decision to invest in our securities. If any of the following risks actually occurs, our business, operating results, cash flows, financial condition, and ability to pay dividends could be materially and adversely affected. In such case, the trading price of our securities would likely decline, and you may lose all or part of your investment. The risks below are not the only ones we face. Additional risks not currently known to us, or that we currently deem immaterial, may also adversely affect us.

Risk Factors Relating to Company

We have a limited operating history and no history of revenue, which makes it difficult for investors to evaluate our prospects.

We are an Exploration Stage Mining Company with a limited operating history and no history of revenues or profitability. As a result, investors may have difficulty evaluating our business, prospects and likelihood of future success. Our ability to achieve profitability will depend on numerous factors, including the success of our exploration activities, the development of economically viable mineral resources, if any, prevailing commodity prices and our ability to raise additional capital, many of which are outside of our control. The likelihood of our success must be considered in light of the problems, expenses, difficulties, complication and delays frequently encountered in connection with the establishment of any business, particularly those in the junior mineral exploration sector. We will have limited financial resources and there can be no assurance that additional funding will be available to fund further operations or to fulfill our obligations under applicable agreements. Further, there can be no assurance that we will be able to generate revenues, operate profitably, or provide a return on investment, or that we will successfully implement our plans.

We will have incurred losses and expects to continue to incur losses and negative cash flow, which raises substantial doubt about our ability to continue operations without additional financing.

We have incurred losses and negative cash flows since inception and expects to continue to do so for the foreseeable future as we invest in exploration and, if warranted, development and general corporate activities. We will require additional capital to fund our operations and advance our mineral properties. There can be no assurance that we will be able to obtain additional financing on acceptable terms or at all. If we are unable to raise additional capital when needed, we may be required to delay, reduce or eliminate certain exploration or development activities, which could adversely affect our business, financial condition and results of operations.

We may be unable to obtain financing on acceptable terms or at all which may impact our exploration opportunities.

Further exploration of the Crownpoint Project, and any future exploration of other properties in which we hold an interest, will require additional capital, and the amount of capital required may be significant. There can be no assurance that we will be successful in obtaining the required financing for such purposes or for any other purposes, including for general working capital. Our ability to secure any required financing to sustain operations will depend in part upon prevailing capital market conditions and business success. There can be no assurance that we will be successful in our efforts to secure any additional financing on terms satisfactory to our management. If additional financing is raised through the issuance of additional common shares or other securities of the Company, control of the Company may change and shareholders of the Company may suffer dilution. If adequate funds are not available, or are not available on acceptable terms, we may be required to scale back our current business plan or cease operating. Additionally, failure to obtain additional financing could impede our funding obligations, or result in delay or postponement of further business activities, which could adversely affect our business, financial condition and results of operations.

We may seek funding through debt financing which could result in restrictive operating covenants and the potential to lose assets if an event of default occurs, each of which could adversely affect our business, financial condition and results of operations.

From time to time, we may rely on debt financing for a portion of our business activities, including capital and operating expenditures. There can be no assurance that we will be able to comply at all times with any covenants imposed under our debt arrangements, if applicable. Similarly, there can be no assurance that we will be able to secure new financing that may be necessary to finance our operations and capital growth program. Any failure by us to secure financing or refinancing, obtain new financing, or comply with applicable covenants under our debt arrangements could adversely affect our business, financial condition and results of operations. Further, any inability by us to obtain new financing may limit our ability to support or sustain our future growth.

We are highly dependent on the success of our single material property, the Crownpoint Project, and any failure to advance this project could materially adversely affect our business.

Our future prospects are highly dependent on the successful exploration and potential development of our only material mineral property, the Crownpoint Project. The continued exploration operations and, if warranted, development of mining operations at the Crownpoint Project, will require the commitment of substantial additional resources for capital expenditures and operating expenditures, which may increase in subsequent years as needed, and for consultants, personnel and equipment associated with additional development and mining of the Crownpoint Project. The project is subject to numerous risks, including geological uncertainty, permitting challenges, environmental considerations and changes in market conditions. Any failure to advance the Crownpoint Project could adversely affect our business, financial condition and results of operations.

We are an early state mining company subject to significant risks regarding our ability to continue our plan of operations, explore and, if warranted, develop the Crownpoint Project.

We are in the business of exploration, with the ultimate goal of achieving commercial production or extraction of Uranium. The Crownpoint Project will not have commenced commercial production and we will have no history of earnings or cash flow from our operations. Due to the foregoing, there can be no assurance that we will be able to develop the Crownpoint Project profitably, or that our activities will generate positive cash flow. We are unlikely to enjoy earnings and are not expected to pay dividends in the immediate or foreseeable future. We will have limited cash and other assets. A prospective investor in the Company must be prepared to rely solely upon the ability, expertise, judgment, discretion, integrity and good faith of our management in all aspects of the development and implementation of our business activities.

Our properties do not contain Mineral Reserves under S-K 1300, and our properties, projects and facilities may not be economic at any point in time or at all.

None of our properties contain any known Mineral Reserves. Some or all of our properties, projects and facilities may not be economic for uranium, extraction, recovery or processing at any point in time. Generally, we intend to continue to hold, and in certain cases advance, properties, projects and facilities which may not be economic at any point in time in anticipation of possible future increases in the prices of Uranium, as the case may be. However, in those circumstances, there can be no assurance at any time that such prices will ever, or within a reasonable time period, increase to the levels required to advance those properties or, in the case of projects or facilities on standby, to resume exploration, extraction, recovery or processing activities at those projects or facilities. In the event of depressed commodity prices, we would continue to hold our standby properties, projects and facilities because we believe that prices are likely to rise to such levels within a reasonable time period to justify future production. However, as there is a cost associated with holding and, in some cases, maintaining such properties, projects and facilities on standby during periods of depressed commodity prices, in those circumstances we continuously evaluate, on a case-by-case basis, such costs against the prospects for price increases, and may from time to time sell, drop or reclaim any such properties, projects or facilities.

Mining on properties having no known Mineral Resources or Mineral Reserves is inherently speculative and may not prove to be economic at any point in time or at all.

Mining is an inherently speculative business. There is a possibility that we will not discover Uranium on any or all of our future acquired properties which can be mined or extracted at a profit at any point in time or at all. Even if we do discover and mine such minerals, the deposits may not be of the quality or size necessary for it or a potential purchaser of the property to make a profit from mining it. Few properties that are explored are ultimately developed into producing mines, and mines that are developed may not be profitable. Unusual or unexpected geological formations, geological formation pressures, fires, power outages, labor disruptions, flooding, explosions, cave-ins, landslides and the inability to obtain suitable or adequate machinery, equipment or labor, as well as all necessary licenses and permits, are just some of the many risks involved in mineral exploration programs and their subsequent development. However, we may elect, now or in the future, to proceed with the extraction of minerals on one or more of those projects without having completed the technical work required to declare a Mineral Reserve. If we are then unable to extract uranium in commercially viable quantities, the capital investment of mining such properties may be lost and could materially impact our business.

We may not realize any or all of the anticipated benefits from the Crownpoint Project.

The estimates of the potential benefits and growth of the Crownpoint Project are based in part on a valuation of the project that may differ from the actual performance of the Crownpoint Project on a going-forward basis. Achieving the benefits of the Crownpoint Project will depend, in part, on our ability to effectively explore and, if warranted, develop the project. The challenges involved, which may be complex and time-consuming, include the following:

In addition, any benefits that we realize may be offset, in whole or in part, by reductions in revenues, or through increases in other expenses, including costs to achieve the Crownpoint Project’s estimated synergies and growth. Our plans for the Crownpoint Project are subject to numerous risks and uncertainties that may change at any time. There is no assurance that our initiatives will be completed as anticipated or that the benefits we expect will be achieved on a timely basis or at all. It may take longer than expected to achieve the anticipated benefits and growth and there is no guarantee that the Crownpoint Project will reach near-term production. If the Crownpoint Project does not achieve the anticipated benefits and growth or reach near-term production, this may adversely affect our future financial results.

We may experience difficulty in exploiting successful discoveries, including at the Crownpoint Project, which may adversely affect our business, financial condition and results of operations.

It may not always be possible for us to participate in the exploitation of successful discoveries on our properties, including the Crownpoint Project. Such exploitation may involve the need to obtain licenses or clearance from the relevant authorities, which may not be available on a timely basis, or may require conditions to be satisfied and/or the exercise of discretion by such authorities. It may or may not be possible for such conditions to be satisfied, and such conditions may prove uneconomic or impractical. Furthermore, the decision to proceed with further exploration may require the participation of other persons and companies whose interest and objectives may not be consistent with those of the Company. Such further exploitation may also require us to meet or commit to financial obligations that it may not have anticipated or may not be able to commit to due to a lack of funds or an inability to raise funds. Failure to exploit successful discoveries could adversely affect our business, financial condition and results of operations.

There may be defects or disputes relating to the property interests at the Crownpoint Project or our other future property interests.

Defects in or disputes relating to the property interests we hold, including those at the Crownpoint Project, or acquires may prevent us from realizing the anticipated benefits from these interests. Material changes could also occur that may adversely affect the estimate of our management with respect to the carrying value of our property interests, and could result in impairment charges. While we will seek to confirm the existence, validity, enforceability, terms and geographic extent of the interests we acquire, there can be no assurance that disputes or other problems concerning these and other matters or other problems will not arise. Confirming these matters is complex and is subject to the application of the laws of each jurisdiction to the particular circumstances of each parcel of mineral property and to the documents reflecting the interest. The discovery of any defects in, or any disputes in respect of, our property interests, including in respect of the Crownpoint Project, could adversely affect our business, financial condition and results of operations.

There could be defects in the title to our properties, including at the Crownpoint Project, which could result in us losing our interests in the property or impair the ability of us to conduct activities at the project.

A defect in the chain of title to one of our property interests or necessary for the anticipated development or operation of a particular project to which an interest relates may defeat or impair our claim to a property, which could in turn result in a loss of our interest in respect of that property. In addition, claims by third parties or Indigenous groups may impact our ability to conduct activities on a property in which we hold an interest, to the detriment of our interest. To the extent that we, directly or indirectly, do not have title to a property, we may be required to cease operations or transfer operational control to another party. Certain interests can be contractual in nature, rather than an interest in land, with the risk that an assignment or bankruptcy or insolvency proceedings by an owner of a particular property may result in the loss of any effective interest in such property. Further, even in those jurisdictions where there is a right to record or register interests held by us in land registries or mining recorders offices, such registrations may not necessarily provide any protection to us. As a result, known title defects, as well as unforeseen and unknown title defects, may impact operations at a project in respect of which we have an interest and could adversely affect our business, financial condition and results of operations.

We could be subject to litigation in relation to ownership of our property interests which could be costly and result in the loss of our interests in the property or payment of damages.

There is a potential that litigation may arise with respect to a property in which we hold an interest (for example, litigation between joint venture partners or between us (or an operator) and original property owners or neighboring property owners), including the Crownpoint Project. Any such litigation that results in the cessation or reduction of production from a property in which we hold an interest (whether temporary or permanent) or the expropriation or loss of rights to such property could adversely affect our business, financial condition and results of operations. As a holder of such interests, we may, in certain circumstances, not have any influence on the litigation and may not have access to data.

We rely upon the reports of third parties in relation to making decisions on the expenditure of funds to explore and, if warranted, develop our properties and on assessing the potential economic viability of our projects. If such third-party reports are inaccurate or incomplete, we could be adversely affected.

We will rely upon third parties to provide analysis, reviews, reports, advice and opinions regarding our properties, including the Crownpoint Project. There is a risk that such analyses, reviews, reports, advice, and opinions in respect of such properties may be inaccurate, in particular with respect to resource estimation, process development and recommendations for products to be produced, as well as with respect to economic assessments, including estimating the capital and operation costs of our project and forecasting potential future revenue streams. Uncertainties are also inherent in such estimations. Such inaccuracies and uncertainties could adversely affect our business, financial condition and results of operations.

We may fail to acquire additional property interests for our future benefit which could adversely impact our operations.

We will seek to acquire additional property interests in the future, subject to our future business and operational goals. In the event that we pursue such opportunities, we may fail to select appropriate acquisition candidates or negotiate acceptable agreements, including arrangements to finance the acquisitions, or to integrate the acquired businesses or their personnel into the business and operations of the Company. There can be no assurance that we will complete any acquisition or business arrangement that we pursue, or that any acquisitions or business arrangements completed will ultimately benefit us.

The mining industry is intensely competitive and we may fail to compete with larger, better financed competitors, which could adversely affect our business, financial condition and results of operations.

Many companies are engaged in the search for and the acquisition of mineral interests, including property interests, and there is a limited supply of desirable mineral interests. The mineral exploration and mining businesses are competitive in all phases. Many companies are engaged in the acquisition of mineral interests, including large, established companies with substantial financial resources, operational capabilities and long earnings records. We may be at a competitive disadvantage in acquiring those interests, whether by way of property or other form of investment, as competitors may have greater financial resources and technical staff. There can be no assurance that we will be able to compete successfully against other companies in acquiring new properties or other interests. In addition, we may be unable to acquire properties or other interests at acceptable valuations, which could adversely affect our business, financial condition and results of operations.

The uranium industry is highly competitive, and we may not be successful in acquiring additional contracts and projects.

The national and international uranium industry is highly competitive. We intend to market uranium to utilities in direct competition with supplies available from a relatively small number of mining companies, from excess inventories, including inventories made available from the decommissioning of nuclear weapons, from reprocessed uranium and plutonium derived from used reactor fuel and from the use of excess enrichment capacity to re-enrich depleted uranium tails. Our competition includes larger, more established companies with longer operating histories that not only explore for and produce uranium but also market uranium and other products on a regional, national or worldwide basis. Any failure in the expected level of demand for our uranium to materialize as a result of competition could have a material adverse effect on our business, results of operations, financial condition, cash flow and liquidity.

Nuclear energy competes with other sources of energy and other sources of energy may results in a lower demand for uranium concentrate, which could adversely impact our business

Nuclear energy competes with other sources of energy, including oil, natural gas, coal and hydroelectricity. These other energy sources are to some extent interchangeable with nuclear energy, particularly over the longer term. Sustained lower prices of oil, natural gas, coal and hydro-electricity may result in lower demand for uranium concentrates, which could have a material adverse effect on our business, results of operations, financial condition, cash flows and liquidity. Technical advances in, and government support and subsidies for, renewable energy sources could make these forms of energy more viable and have a greater impact on nuclear fuel demands.

Furthermore, growth of the uranium and nuclear power industry will depend upon continued and increased acceptance of nuclear technology as a means of generating electricity. Because of unique political, technological and environmental factors that affect the nuclear industry, the industry is subject to public opinion risks which could have an adverse impact on the demand for nuclear power and increase the regulation of the nuclear power industry. The nuclear incident that occurred in Japan in March 2011 had significant and adverse effects on both the nuclear and uranium industries. If another nuclear incident were to occur, it could impact the continuing acceptance of nuclear energy and the future prospects for nuclear power generation, including causing governments of certain countries to further increase regulation for the nuclear industry, reduce or abandon current reliance on nuclear power or reduce or abandon existing plans for nuclear power expansion. Any of the foregoing has the potential to reduce current and/or future demand for nuclear power, resulting in lower demand for uranium and lower market prices for uranium, which could have a material adverse effect on our business, results of operations, financial condition, cash flows and liquidity.

Our operations are sensitive to the market price of uranium, which may be volatile.

Our future revenues will be directly related to the prices of uranium as our revenues will be derived from uranium mining. Our financial condition, results of operations, earnings and operating cash flows will be significantly affected by the market price of uranium, which is cyclical and subject to substantial short and long-term price fluctuations. Among other factors, uranium prices also affect the value of our Mineral Resources, as well as the market price of our common shares.

Uranium prices are and will continue to be affected by numerous factors beyond our control. Such factors include, among others, the demand for nuclear power; political and economic conditions in uranium producing and consuming countries such as Canada, the United States, Russia and other former Soviet Republics; reprocessing of used reactor fuel and the re-enrichment of depleted uranium tails; sales of excess civilian and military inventories (including from the dismantling of nuclear weapons) by governments and industry participants; and production levels and costs of production in countries such as Russia and former Soviet republics, Africa and Australia; international wars or conflicts (including Russia’s military invasion of Ukraine); geopolitical developments (including trading and tariff arrangements, sanctions and cybersecurity attacks), terrorism, natural disasters and public health epidemics or pandemics. The extent and duration of such events and resulting market disruptions cannot be predicted but could be substantial and could magnify the impact of other risks to the Company. These and other similar events could adversely affect the United States and foreign financial markets and lead to increased market volatility.

If, after the commencement of commercial production, the uranium price falls below the costs of production at our mines for a sustained period, it may not be economically feasible to continue production at such sites. This would materially and adversely affect production, profitability and our results of operation and financial position. A decline in the uranium price may also require us to write down our Mineral Resources, which would have a material adverse effect on our earnings and profitability.

Future acquisitions by us may adversely impact our resources and management’s focus on our material properties, which could adversely affect our business, financial condition and results of operations.

We may seek to grow by acquiring companies and/or assets or establishing new joint ventures that we believe will complement our future business. There are risks inherent in such activities. Specifically, there could be unknown or undisclosed risks or liabilities of such companies for which we are not sufficiently indemnified. Any such unknown or undisclosed risks or liabilities could adversely affect our business, financial condition and results of operations. We may not effectively select acquisition candidates, negotiate or finance acquisitions or integrate the acquired businesses and their personnel or acquire assets for our business. We could encounter additional transaction and integration related costs or experience an impact to our operations or results of operation as a result of the failure to realize all of the anticipated benefits from such acquisitions or partnerships, or an inability to successfully integrate such acquisitions or partnerships as anticipated. As a result of integration efforts, we may experience interruptions in our business activities, costs of integration and harm to our reputation, all of which could adversely affect our business, financial condition and results of operations. We may also experience difficulties in combining corporate cultures, maintaining employee morale and retaining key employees. The integration of any acquired company may also impose substantial demands on our management. There is no assurance that such acquisitions will be successfully integrated in a timely manner or without additional expenses incurred. In general, there can be no assurance that we will be able to complete any acquisition or partnership we pursue on favorable terms, or that any acquisitions or partnerships completed will ultimately benefit our business and operations.

Mineral exploration is highly speculative and involves substantial risk that our properties will contain commercial quantities of minerals.

Exploration for minerals is a speculative venture involving substantial risk. There is no certainty that the expenditures made by us, directly or indirectly, in any given property in which we hold an interest, including the Crownpoint Project, will result in discoveries of commercial quantities of minerals. If mineable deposits are discovered, substantial expenditures will be required to establish mineral reserves through drilling, to develop processes to extract the resources and, in the case of new properties, to develop the extraction and processing facilities and infrastructure at any site chosen for extraction. Although substantial benefit may be derived from the discovery of a major deposit, no assurance can be given that resources will be discovered on any given property in which we hold an interest in sufficient quantities to justify commercial operations, or that we will obtain funding required for the development of such properties on terms acceptable to us, or at all.

We may be unable to attract and retain qualified management.

We will be dependent upon the continued availability and commitment of our key management personnel, whose contributions to our operations will be of significant importance. The loss of any such key management personnel could negatively affect our business operations. From time to time, we may also need to identify and retain additional skilled management and specialized technical personnel to efficiently operate our business. In addition, we are expected to from time to time retain third-party specialized technical personnel to assess and execute on potential business and operational opportunities. These individuals may have conflicts of interest or scheduling conflicts, which may delay or inhibit our ability to employ such individuals' expertise in a timely manner. Our ability to recruit and retain qualified personnel will be critical to our success and there can be no assurance that we will be able to recruit and retain such personnel. In the event that we are not successful in recruiting and/or retaining qualified personnel, our ability to execute our business model and growth strategy could be affected, which could adversely affect our business, financial condition and results of operations.

We depend on key personnel, and our success will depend on our continued ability to retain and attract such qualified personnel.

We are dependent on the services of key management personnel, including Janet Lee-Sheriff and Scott Davis. The loss of any of these key personnel, if not replaced, could have a material adverse effect on our business and operations. We do not currently have or expect to obtain in the near future key-person insurance on these individuals.

Timely availability and training, strong retention rates of staffing and timely retention of contractors cannot be assured in our industry, many aspects of which are highly specialized. This is particularly true in the current labor markets in which we recruit employees and contractors, including where we compete with higher paying energy jobs, and because of the remote locations for which employees and contractors are needed. The skilled professionals with expertise in geologic, engineering and process aspects of uranium ISR, radiation safety and other facets of our business are currently in high demand, as there are relatively few professionals with both expertise and experience.

Certain of our officers and directors serve as directors or officers of other mineral resource exploration companies, which could result in a conflict of interest.

Some of our directors and officers serve, and may in the future serve, as directors or officers of, or have significant shareholdings in, other companies involved in mineral resource exploration, development and production. To the extent that such other companies may engage in transactions or participate in the same ventures in which we participate, or in transactions or ventures in which we may seek to participate, our directors and officers may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. Such conflicts of the directors and officers could adversely affect our business, financial condition and results of operations.

Our directors and officers are aware of the existence of laws governing accountability of directors and officers for corporate opportunity and the laws requiring disclosure by directors and officers of conflicts of interest. We rely upon such laws in respect of any such conflict of interest or in respect of any breach of duty by any of our directors or officers. All such conflicts are required to be disclosed by such directors or officers in accordance with the BCBCA and our directors are expected to govern themselves in respect thereof in accordance with the obligations imposed upon them by law.

We have discretion in the use of available funds which could differ significantly from the expectations of management as stated in this prospectus. The determination to allocate available funds in a manner that is ineffective could have a material adverse effect on our operating and financial results.

We currently intend to use our available funds as described in this prospectus. However, our management and board of directors will have discretion in the actual application of the available funds and may elect to allocate them differently from that described in this prospectus, if they believe it would be in our best interests to do so. Shareholders may not agree with the manner in which our management and/or board of directors chooses to allocate and spend the available funds. Any failure by our management and/or board of directors to apply these funds effectively could have a material adverse effect on our operating and financial results.

We may be subject to litigation and other legal proceedings arising in the normal course of business and may be involved in disputes with other parties in the future which may result in litigation.

We may be subject to litigation and other legal proceedings arising in the normal course of business and may be involved in disputes with other parties in the future, which may result in litigation. The causes of potential future litigation and legal proceedings cannot be known and may arise from, among other things, business activities, environmental laws, permitting and licensing activities, volatility in share prices or failure to comply with disclosure obligations. The results of litigation and proceedings cannot be predicted with certainty and may include potential injunctions pending the outcome of such litigation and proceedings. If we are unable to resolve these disputes favorably, it may have a material adverse impact on our financial performance, cash flow and results of operations. Securities class-action litigation often has been brought against companies in periods of volatility in the market price of their securities and following major corporate transactions or mergers and acquisitions. We may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.

Changes in general business and economic conditions could materially adversely affect our growth and profitability.

Our future performance will be affected by a range of economic, competitive, governmental, operating and other business factors, many of which cannot be controlled, such as general economic and financial conditions in the industry or the economy at large. Many industries, including the uranium mining industry, are impacted by global market conditions. Some of the key impacts of previous financial market turmoil include contraction in credit markets resulting in a widening of credit risk, devaluations and high volatility in global equity, commodity, foreign exchange and mineral markets and a lack of market liquidity. A slowdown in the financial markets or other economic conditions, including, but not limited to, consumer spending, increased unemployment rates, deteriorating business conditions, inflation, deflation, volatile fuel and energy costs, increased consumer debt levels, lack of available credit, changes in interest rates and changes in tax rates may adversely affect our growth and profitability potential.

Risks related to the Mining Industry

Mineral exploration and development are speculative and inherently risky, and we may never discover economically recoverable mineral resources.

Mineral exploration and development involve a high degree of risk and uncertainty and require significant expenditures over extended periods of time. The likelihood of discovering economically recoverable mineral resources is uncertain, and there can be no assurance that our exploration programs will be successful. Even if mineral resources are discovered, they may not be economically viable due to factors such as commodity prices, extraction costs, permitting requirements and environmental considerations.

We have not commenced commercial production on any of our mineral properties and may never generate revenues or achieve profitability.

The business of exploration for minerals involves a high degree of risk. Few properties that are explored are ultimately developed into producing mines. There is no assurance that the exploration programs on our current or future mineral properties will result in the discovery of new resources or lead to the development of a commercially viable orebody.

Development of our properties will be subject to numerous risks, including, but not limited to, delays in obtaining equipment, material and services essential to developing the projects in a timely manner; changes in environmental or other government regulations; currency exchange rates; labor shortages; and fluctuation in metal prices. Furthermore, the economic feasibility of developing a mineral project is based on many factors such as estimation of mineral reserves, tonnage and grade, anticipated metallurgical recoveries, environmental considerations and permitting, future metal prices and anticipated capital and operating costs of these projects, and it is possible that actual capital and operating costs and economic returns will differ significantly from those estimated for a project prior to production.

Our mineral properties have no operating history upon which estimates of future projection and cash operating costs can be based. Estimates of mineral resources, proven and probable mineral reserves and cash operating costs are, to a large extent, based upon the interpretation of geologic data obtained from drill holes and other sampling techniques. The results of feasibility studies that derive estimates of capital and operating costs based upon the quantity, grade and configuration of mineral reserves as well as the expected recovery rates of metals from the mineralized material, are subject to change. As a result, it is possible that actual capital and operating costs and economic returns will differ significantly from those currently estimated for a project prior to development or operation. The remoteness and restrictions on access of certain of the properties in which we have an interest could have an adverse effect on profitability in that infrastructure costs would be higher. There are also physical risks to the exploration personnel working in the rugged terrain, often in poor climate conditions, which can be abated through safety training, adherence to high safety standards and the use of modern communication technologies.

With all mineral operations there is uncertainty and, therefore, risk associated with operating parameters and costs resulting from the scaling up of extraction methods tested in laboratory conditions. Development of a mineral property does not assure a profit on the investment or recovery of costs. In addition, extraction hazards or environmental damage could greatly increase the cost of operations, and various operating conditions may adversely affect the production from mineral properties. These conditions include delays in obtaining governmental approvals or consents, insufficient transportation capacity or other geological, geotechnical and mechanical conditions. While diligent supervision and effective maintenance operations can contribute to maximizing production rates over time, production delays from normal operating conditions cannot be eliminated and can be expected to adversely affect revenue and cash flow levels to varying degrees.

We are subject to the risks and hazards normally encountered by companies in the mineral exploration and extraction industry.

Our business is subject to a number of risks and hazards, including environmental hazards; industrial accidents; labor disputes; catastrophic accidents; fires; blockades or other acts of social activism; changes in the regulatory environment; impact of non-compliance with laws and regulations or the implementation of new laws and regulations; natural phenomena, such as inclement weather conditions, underground floods, earthquakes, pit wall failures, ground movements, tailings pipeline and dam failures and cave-ins; and encountering unusual or unexpected geological conditions and technological failure of mining methods.

In addition, success in exploration is dependent on a number of factors including the quality of management, quality and availability of geological expertise and the availability of exploration capital. Major expenses may be required to establish reserves by drilling, constructing mining or processing facilities at a site, developing metallurgical processes and extracting uranium from ore.

There is no assurance that the foregoing risks and hazards will not occur or will not result in damage to, or destruction of, our properties and assets, personal injury or death, environmental damage, delays in or interruption of or cessation of production from the properties or impairment of our exploration or development activities or in unsuccessful exploration, which could result in unforeseen costs, monetary losses and potential legal liability and adverse governmental action, all of which could have an adverse impact on our future cash flows, earnings, results of operations and financial condition.

Economic extraction of minerals from uranium deposits may not be commercially viable.

Whether a uranium deposit will be commercially viable depends on a number of factors, including the particular attributes of a deposit, such as its size and grade; costs and efficiency of the recovery methods than can be employed; proximity to infrastructure; financing costs; and governmental regulations, including regulations relating to prices, taxes, royalties, infrastructure, land use, worker health and safety, importing and exporting of commodities and environmental protection. The effect of these factors, either alone or in combination, cannot be accurately predicted and their impact may result in us not being able to economically extract minerals from any identified mineral resource.

Estimates of mineral resources are inherently uncertain and may not accurately reflect the economic viability of our properties.

There can be no assurance that if any mineralization is identified, whether on the Crownpoint Project or any other mineral property in which we may acquire an interest, it will be developed into a coherent mineral deposit, or that such deposit will qualify as a commercially viable and mineable ore body that can be legally and economically exploited. Estimates regarding mineralized deposits may also be affected by factors such as permit regulations and requirements, weather and environmental factors, unforeseen technical difficulties, unusual or unexpected geological formations and work interruptions. In addition, the grades and tonnages of ore ultimately mined may differ from that indicated by drilling results and other exploration and development work. There can be no assurance that test work and results conducted and recovered in small-scale laboratory tests will be duplicated in large- scale tests under on-site conditions. Material changes in mineralized tonnages, grades, dilution and stripping ratios or recovery rates may affect the economic viability of projects. The existence of mineralization or mineralized deposits should not be interpreted as assurances of the future delineation of ore reserves or the profitability of any future operations of the Company.

Shortages of drilling contractors, drilling supplies or other key materials could adversely affect our operations.

The drilling services and solutions business is highly cyclical. During periods of increased demand for drilling services and solutions and periods of supply chain disruption, delays in availability and shortages of drilling contractors and drilling supplies can occur, and it can impact our ability to execute our exploration activities according to our business plans. Additionally, suppliers may seek to increase prices for equipment, supplies, and services, which we are unable to pass through to our customers. Further, certain key rig components, parts and equipment are also either purchased from, fabricated or serviced by a limited number of vendors, which, in some cases, may be thinly capitalized and disproportionately affected by any loss of business, downturn in the energy industry, supply chain disruptions, or reduction or availability of credit. The failure of one or more third-party suppliers, manufacturers or service providers to provide equipment, components, parts or services, whether due to capacity constraints, labor shortages or other labor-related difficulties, production or delivery disruptions, price increases, quality control issues, recalls or other decreased availability of parts and equipment, is beyond our control and could materially disrupt our operations or result in the delay, renegotiation or cancellation of drilling contracts, thereby causing a loss of contract drilling backlog and/or revenues to it, as well as an increase in operating costs. If we are not able to effectively manage these disruptions and delays in the future, they could have a material adverse effect on our business, financial condition and results of operations.

Projects may not advance or achieve production if key permits are not obtained or retained.

The advancement of mineral properties through exploration to commercial operation normally requires securing and maintaining key permits and/or licenses (collectively, the “permits”) from regulatory or governmental authorities. While we have used reasonable best efforts into securing the permits necessary to advance our properties according to the policies and guidelines applicable to each permit, approval of permits rests solely with the governing agency and is outside of our control. In addition to the statutory and regulatory processes, there are other intangible factors, such as limited agency staffing due to budgetary and staff turnover that can impact permit and license reviews and approvals.

The requirements for obtaining a RML for our mineral properties in the United States allows for public participation. Third parties may object to the issuance of RMLs and/or permits required by us, which may significantly delay our ability to obtain an RML and/or permit. Also, insufficient or insufficiently trained staffing at regulatory agencies may delay the issuance of required permits and licenses. Generally, public objections can be overcome through the procedures set forth in the applicable permitting legislation; however, significant financial resources and managerial resources are required through this process. In addition, the various regulatory agencies must allow and fully consider the public objections/comments according to such procedures set out in the applicable legislation and there can be no assurance that we will be successful in obtaining an RML and/or permit, which could have a material adverse effect on the viability of a project.

Native American tribes may be involved in the permitting process, which could cause delays or increased expenses.

Certain of our mineral properties are located within the boundaries of Native American lands or other property interests that are controlled or owned by Native Americans under the jurisdiction of the United States federal government. Under Federal legislation, historic cultural properties of religious significance that can be identified are to be avoided or activities are to be mitigated such that the essential nature of the properties is not lost to a culture. Throughout the western United States, Native American tribes have had historical relationships with properties that are now owned by private parties, the federal government or state governments. In any federal permitting action on these properties, the agency involved is required to make an effort to communicate with Native American tribes to determine any areas of traditional cultural significance, which involves “government to government” discussions with the potentially affected Native American tribes; therefore, delays in permitting may occur through this process. In the event that traditional cultural properties are identified within a project area, we and the agency must determine the best method of development to ensure that disturbances are minimized or mitigated, which could be costly and have an adverse impact on our future cash flows earnings, results of operations and financial condition.

Opposition to mining may disrupt our business activities.

In recent years, governmental agencies, non-governmental organizations, individuals, communities and courts have become more vocal and active with respect to their opposition to certain mining and business activities, including with respect to production and uranium recovery at our facilities. This opposition may take on forms such as road blockades, vandalism, threats and/or slander, applications for injunctions seeking to cease certain construction, development, extraction, mining and/or milling or recovery activities, refusals to grant access to lands or to sell lands on commercially viable terms, lawsuits for damages or to revoke or modify licenses and permits, issuances of unfavorable laws and regulations, changes in regulatory attitudes and interpretations and other rulings contrary to or otherwise harming our interests. These actions can occur in response to current activities or in respect of mines or facilities that are decades old. In addition, these actions can occur in response to our activities or the activities of other unrelated entities. Opposition to our activities may also result from general opposition to nuclear energy and mining. Opposition to our business activities are beyond our control. Any opposition to our business activities may cause a disruption to our business activities and may result in increased costs and delays, which could have a material adverse effect on our business and financial condition.

Permits received are subject to expiration and may not be able to obtain, maintain or amend rights, authorizations, licenses, permits or consents required for our operations.

Our exploration and mining activities will be dependent upon the grant of appropriate rights, authorizations, licenses, permits and consents, as well as continuation and amendment of these rights, authorizations, licenses, permits and consents already granted to us, which may be granted for a defined period of time, or may not be granted or may be withdrawn or made subject to limitations. There can be no assurance that all necessary rights, authorizations, licenses, permits and consents will be granted to us, or that authorizations, licenses, permits and consents already granted will not be withdrawn or made subject to limitations.

Permits granted by the jurisdictions in which we will operate are typically issued with an expiry date requiring us to undertake certain activities within a given time frame in order for the permit to remain valid. While we anticipate making every reasonable attempt to satisfy the terms and conditions of the permits we are granted, there can be no assurance that unforeseen circumstances may prevent us from doing so, and permits received may expire, which could have an adverse impact on our future cash flows, earnings, results of operations and financial condition.

We may not obtain or maintain valid title to our mineral properties, which could result in the loss of property interests or delays in exploration and development.

Our mineral properties may be subject to risks relating to title defects, competing claims and regulatory requirements. Although we believe that we hold or have the right to acquire valid title to our mineral properties, there can be no assurance that title disputes or challenges will not arise. Any such disputes could result in the loss of property rights, significant delays in exploration or development activities or substantial costs to resolve such disputes.

We may be unable to obtain additional financing on acceptable terms, which could limit our ability to execute our business strategy.

The development of mineral properties requires substantial capital investment. Our future funding requirements will depend on numerous factors, including the scope and results of our exploration activities, prevailing market conditions and commodity prices. There can be no assurance that we will be able to obtain additional financing when needed or on acceptable terms. Any inability to secure financing could materially adversely affect our ability to carry out our business plan.

The uranium industry is subject to numerous stringent laws, regulations and standards, including environmental protection laws and regulations. If any changes occur that would make these laws, regulations and standards more stringent, we may require capital outlays in excess of those anticipated or cause substantial delays, which would have a material adverse effect on our operations.

Our current and future mining operations and exploration and development activities, particularly uranium mining, are subject to laws and regulations at the federal, state and local level governing worker health and safety, employment standards, mine development, mine safety, exports, imports, taxes and royalties, waste disposal, toxic substances, land claims of indigenous peoples, protection and remediation of the environment, mine decommissioning and reclamation, transportation safety and emergency response and other matters. Each jurisdiction in which we have properties regulates mining activities. It is possible that future changes in applicable laws and regulations or changes in their enforcement or regulatory interpretation could result in changes in legal requirements or in the terms of existing permits, licenses and approvals applicable to us or our projects, which could have a material and adverse impact on our planned projects.

We are also subject to various reclamation and other bonding requirements under federal, state, provincial or local air, water quality and mine reclamation rules and permits. Although we have made provision for reclamation costs, there is no assurance that these provisions will be adequate to discharge our obligations for these costs. Environmental and employee health and safety laws and regulations have tended to become more stringent over time. Any changes in such laws or in the environmental conditions at our properties could have a material adverse effect on our financial condition, cash flow or results of operations.

Failure to comply with applicable environmental and health and safety laws can result in injunctions, damages, suspension or revocation of permits and the imposition of penalties. There can be no assurance that we have been or will be at all times in complete compliance with such laws, regulations and permits, or that the costs of complying with current and future environmental and health and safety laws and permits will not adversely affect our business, results of operations, financial condition or prospects.

Worldwide demand for uranium is directly tied to the demand for electricity produced by the nuclear power industry, which is also subject to extensive government regulation and policies, and any change in these regulations or policies may have a negative impact on our business or financial condition.

Mineral exploration and the development of mines and related facilities is contingent upon governmental approvals, licenses and permits which are complex and time consuming to obtain and which, depending on the location of the project, involve multiple governmental agencies. The receipt, duration, amendment or renewal of such approvals, licenses and permits are subject to many variables outside our control, including inadequate agency staff experience, inability of governmental agencies to process licenses and permits in a timely manner, reduced agency staff capacity, potential legal challenges from various stakeholders such as environmental groups, non-governmental organizations, aboriginal groups or other claimants. The costs and delays associated with obtaining necessary approvals, licenses and permits and complying with these approvals, licenses and permits and applicable laws and regulations could stop or materially delay or restrict us from proceeding with the development of an exploration project or the operation or further development of a mine. Any failure to comply with applicable laws and regulations or approvals, licenses or permits, even if inadvertent, could result in interruption or closure of exploration, development or mining operations, or material fines, penalties or other liabilities.

Where required, obtaining necessary permits to conduct exploration or mining operations can be a complex and time consuming process, and we cannot assure whether any necessary permits will be obtainable on acceptable terms, in a timely manner or at all.

Insurance may not be available to cover the gamut of risks associated with mineral exploration, development and mining.

The mining industry is subject to significant risks that could result in damage to or destruction of property and facilities, personal injury or death, environmental damage and pollution, delays in production, expropriation of assets and loss of title to mining claims. No assurance can be given that insurance to cover the risks to which our activities are subject will be available at all or at commercially reasonable premiums. We currently maintain insurance within ranges of coverage that we believe to be consistent with industry practice for companies of a similar stage of development and we anticipate continuing such coverage.

We will utilize novel mining methods for production at our properties, which may not yield anticipated results.

We will focus on the ISR mining method for production at our properties. While studies completed to date indicate that ground conditions and the mineral resources estimated to be contained on the Crownpoint Project, and the project is amenable to extraction by way of ISR, actual conditions could be materially different from those estimated based on the technical studies completed to-date. While industry best practices have been utilized in the development of our estimates, actual results from the application of the ISR mining method may differ significantly. We will need to complete substantial additional work to further advance and/or confirm our current estimates for the use of the ISR mining method on our properties. As a result, it is possible that current estimates may not be achieved on any of our mining properties, which could adversely affect our operations and financial condition.

We are subject to technical innovation and obsolescence.

Requirements for our products and services may be affected by: technological changes in nuclear reactors, enrichment and used uranium fuel reprocessing. These technological changes could reduce the demand for our anticipated products and services and/or increase the supply of competitive products and services. The cost competitiveness of our operations may be impacted through the development and commercialization of other mining, milling, processing and other technologies. As a result, our competitors may adopt technological advancements that give them an advantage over us or that reduce the demand for our products and services or make them obsolete.

Since there is no liquid public market for uranium, selling uranium may take extended periods of time and suitable purchasers may be difficult to find, which could have a material adverse effect on our financial condition.

There is no liquid public market for the sale of uranium. The uranium futures market on the Chicago Mercantile Exchange does not provide for physical delivery of uranium, only cash on settlement.

We may not be able to, once produced, sell uranium at a desired price level for a number of weeks or months. The pool of potential purchasers or sellers is limited, and each transaction may require the negotiation of specific provisions. Accordingly, a sale cycle may take several weeks or months to complete. If we are determined to sell any physical uranium that we have produced, we may likewise experience difficulties in finding purchasers that are able to accept a material quantity of physical uranium.

We also intend to hold physical uranium for long-term investment. During this term, the value of our uranium holdings will fluctuate and accordingly we will be subject to losses should we ultimately determine to sell the uranium at prices lower than the acquisition cost. In addition, we may incur income statement losses, should uranium prices decrease or foreign exchange rates fluctuate unfavorably in future financial periods. We may be required to sell a portion or all of the physical uranium accumulated to fund our operations should other forms of financing not be available to fund our capital requirements, which could result in losses and adversely affect our operations and financial condition.

The ability to sell and profit from the sale of any eventual acquired uranium or mineral production from a property will be subject to the prevailing conditions in the applicable marketplace at the time of sale. The demand for uranium and other minerals is subject to global economic activity and changing attitudes of consumers and other end-users’ demand. The inability to sell on a timely basis in sufficient quantities at favorable prices could have a material adverse effect on us.

Global demand for uranium is subject to government regulation and policies, including international trade restrictions.

The international nuclear fuel industry, including the supply of uranium concentrates, is relatively small compared to other minerals, and is generally highly competitive and heavily regulated.

Worldwide demand for uranium is directly tied to the demand for electricity produced by the nuclear power industry, which is also subject to extensive government regulation and policies. In addition, the international marketing of uranium is subject to governmental policies and certain trade restrictions. For example, the war in Ukraine has resulted in impacts to the nuclear fuel industries and uranium producers, through the imposition of sanctions and counter sanctions, which has an adverse effect on energy and economic markets, including the nuclear fuel industries because of the vast reliance by the United States and other nations on uranium products exported from Russia and Russian-controlled or influenced sources. In addition, the conflicts in the Middle East, and other geopolitical tensions, including between the United States and China, also make it difficult to assess and predict the impact to the economy, supply disruption, increased prices of materials, and cyber-security threats.

In general, trade agreements, governmental policies and/or trade restrictions are beyond the control of the Company and may affect the supply of uranium available for use in markets like the United States and Europe, which are currently the largest markets for uranium in the world. Similarly, trade restrictions or foreign policy have the potential to impact the ability to supply uranium to developing markets, such as China and India. If substantial changes are made to regulations affecting the global marketing and supply of uranium, our business, financial condition and results of operations may be materially adversely affected.

Imports from state-owned enterprises may continue to challenge the U.S. uranium industry.

Notwithstanding other recent favorable market events and pricing, the global uranium market continues to be characterized by production levels and sales priced in and for countries such as Russia, Kazakhstan and Uzbekistan which adversely affect the U.S. uranium production industry. China continues to expand its role in the global uranium mining markets and in the rest of the nuclear fuel cycle, including with effects felt in the U.S. Additionally, the extent of foreign inventories in some instances remains uncertain. If U.S. imports from government-subsidized production sites resume beyond demand capacity, there could be a significant negative impact to the uranium market which could adversely impact our future profitability.

Possible amendments to the general mining law could make it more difficult or impossible for us to execute our business plan.

Members of the U.S. Congress have repeatedly introduced bills which would supplant or alter the provisions of the United States Mining Law of 1872, as amended (the “General Mining Law”). Such bills have proposed, among other things, to (i) either eliminate or greatly limit the right to a mineral patent; (ii) significantly alter the laws and regulations relating to uranium mineral development and recovery from unpatented and patented mining claims; (iii) impose a federal royalty on production from unpatented mining claims; (iv) impose time limits on the effectiveness of plans of operation that may not coincide with mine or facility life; (v) impose more stringent environmental compliance and reclamation requirements on activities on unpatented mining claims; (vi) establish a mechanism that would allow states, localities and Native American tribes to petition for the withdrawal of identified tracts of federal land from the operation of the US. General Mining Law; and (vii) allow for administrative determinations that mining or similar activities would not be allowed in situations where undue degradation of the federal lands in question could not be prevented. If enacted, such legislation could change the cost of holding unpatented mining claims and could significantly impact our ability to develop locatable Mineral Resources on our patented and unpatented mining claims. Although it is impossible to predict at this point what any legislated royalties might be, enactment could adversely affect the potential for construction and development and the economics of existing operating mines and facilities. Passage of such legislation could adversely affect our financial performance.

The EPA has in recent years announced an intention to propose new rules that, if promulgated, could result in increases in mine surety arrangements to cover currently non-existing and unidentified potential future environmental costs, which could severely impact or render infeasible many existing or prospective mining operations. The EPA dropped this proposal after considering comments received during the public participation process. Nevertheless, there is a risk that similar regulations could be proposed in the future, which could have significant impacts on us and the mining industry as a whole.

Our operations on U.S. federal lands may be impacted by mineral withdrawals or the designation of national monuments by the U.S. President or government, either of which could have significant impacts on us and our operations, as well as by other factors.

Mining claims on U.S. federal lands are subject to mineral withdrawals by the federal government or the designation of national monuments by the President of the U.S. under the Antiquities Act of 1906. In both cases, the withdrawal or the designation of a national monument withdraws the area from location and entry under the General Mining Law (defined below), subject to valid existing rights. What this means is that no new mining claims may be filed on the withdrawn or designated lands and no new plans of operations may be approved, other than plans of operations on mining claims that were valid at the time of withdrawal or designation and that remain valid at the time of plan approval. Whether or not a mining claim is valid must be determined by a mineral examination conducted by BLM. The mineral examination, which involves an economic evaluation of a project, must demonstrate the existence of a locatable mineral resource and that the mineral resource constitutes discovery of a valuable mineral deposit. Any future withdrawal of mineral lands from location and entry or future designation of additional national monuments has the potential to prevent further development on exploration stage claims held by us in the affected area as well as the potential for us to lose the ability to continue to develop mining operations on other claims in the affected area if a mineral examination indicates the deposit is uneconomical and that the claim is not valid, either of which could have significant impacts on us.

The risks of exchanges of state-owned lands in mineral withdrawal areas or national monuments for federal lands outside the withdrawal area or national monument but that are within the boundaries of and affect any of our properties, or similar actions, could adversely impact our affected properties or our ability to operate our affected properties.

Risks Related to Taxation

Dividends, if ever paid, on our common shares are subject to Canadian withholding tax.

It is currently not anticipated that we will pay any dividends on our common shares in the foreseeable future. Dividends received by shareholders who are residents of the United States will be subject to Canadian withholding tax. Any dividends may not qualify for a reduced rate of withholding tax under the Canada-U.S. Tax Treaty. For U.S. federal income tax purposes, a U.S. Holder may elect for any taxable year to receive either a credit or a deduction for all non-U.S. income taxes paid by the holder during the year. Dividends paid on the common shares will be treated as non-U.S. -source income, and generally will be treated as “passive category income” or “general category income” for U.S. foreign tax credit purposes. Subject to certain limitations, a U.S. Holder should be able to take a deduction for the U.S. Holder’s Canadian tax paid, provided that the U.S. Holder has not elected to credit other non-U.S. taxes during the same taxable year.

Dividends received by Non-U.S. Holders who are not residents of Canada for purposes of the Tax Act will be subject to Canadian withholding tax. These dividends may qualify for a reduced rate of Canadian withholding tax under any income tax treaty otherwise applicable to our shareholders, subject to examination of the relevant treaty.

Each shareholder should seek tax advice, based on such shareholder’s particular facts and circumstances, from an independent tax advisor.

Changes in tax laws may affect us and our shareholders.

There can be no assurance that our Canadian and U.S. federal income tax treatment or an investment in the common shares will not be modified, prospectively or retroactively, by legislative, judicial or administrative action, in a manner adverse to us or our shareholders. In recent years, many changes to U.S. federal income tax laws have been proposed and made, and additional changes to U.S. federal income tax laws are likely to continue to occur in the future.

The U.S. Congress is currently considering numerous items of legislation which may be enacted prospectively or with retroactive effect, which legislation could adversely impact our investors, our financial performance and the value of our common shares. For example, on July 4, 2025, the President of the United States signed into law a new tax bill commonly referred to as “One Big Beautiful Bill Act” which may affect the U.S. federal income tax considerations applicable to certain investors in our common shares. The likelihood of other similar legislation being enacted is uncertain, and the provisions of such bill or other similar legislation may change prior to enactment. Investors are urged to consult their own tax advisors regarding the potential application of the proposed legislation with respect to their ownership of our common shares.

We may be as a “passive foreign investment company”, which may have adverse U.S. federal income tax consequences for U.S. Holders.

U.S. Holders should be aware that they may be subject to certain adverse U.S. federal income tax consequences in the event that we are classified as a “PFIC” (as defined below in “Material United States Income Tax Considerations – Receipt of the Special Distribution – Passive Foreign Investment Company Rules”) within the meaning of Section 1297(a) of the Code for U.S. federal income tax purposes. We believe that we were classified as a PFIC for our most recently completed tax years, and based on current business plans and financial expectations, we expect that we may be classified as a PFIC for our current tax year and may be classified as a PFIC for subsequent tax years. If we are a PFIC for any year during a U.S. Holder’s holding period of the common shares, then such U.S. Holder generally will be required to treat any gain realized upon a disposition of our common shares or any so-called “excess distribution” received on our common shares as ordinary income, and to pay an interest charge on a portion of such gain or distribution. In certain circumstances, the sum of the tax and the interest charge may exceed the total amount of proceeds realized on the disposition, or the amount of excess distribution received, by the U.S. Holder. Subject to certain limitations, these tax consequences may be altered if a U.S. Holder makes a timely and effective “QEF Election” (as defined below in “Material United States Income Tax Considerations – Receipt of the Special Distribution – Passive Foreign Investment Company Rules”) or a “Mark-to-Market Election” (as defined below in “Material United States Income Tax Considerations – Receipt of the Special Distribution – Passive Foreign Investment Company Rules”). A U.S. Holder that makes a timely and effective QEF Election generally must report on a current basis its share of our net capital gain and ordinary earnings for any year in which we are a PFIC, whether or not we distribute any amounts with respect to our common shares. However, U.S. Holders should be aware that there can be no assurances that we will satisfy the record keeping requirements that apply to a qualified electing fund, or that we will supply U.S. Holders with information that such U.S. Holders require to report under the QEF Election rules, in the event that we are a PFIC and a U.S. Holder wishes to make a QEF Election. Thus, U.S. Holders may not be able to make a QEF Election with respect to us or any of our non-U.S. subsidiaries. A U.S. Holder who makes the Mark-to-Market Election generally must include as ordinary income each year the excess of the fair market value of our common shares over the taxpayer’s adjusted tax basis therein. This paragraph is qualified in its entirety by the discussion below under the heading “Material United States Federal Income Tax Considerations – Receipt of the Special Distribution – Passive Foreign Investment Company Rules”. Each U.S. Holder should consult its own tax advisor regarding the tax consequences of the PFIC rules and the ownership and disposition of our common shares.

Risk Factors Relating to Our Common Shares

There may be no active trading market for our common shares, which could limit shareholders’ ability to sell their shares.

Our common shares are currently trading on the TSXV. However, there can be no assurance that an active and liquid market for our common shares will develop or be maintained. If an active public market does not develop or is not maintained, our shareholders may have difficulty selling the common shares that such shareholders acquire.

The market price of our common shares may be volatile, which could result in substantial losses for investors.

The market price of our common shares may fluctuate significantly due to a variety of factors, including developments relating to our business, changes in commodity prices, general market conditions and the release of financial results. As a result, investors could lose all or part of their investment.

We may issue additional equity securities, which could dilute existing shareholders and reduce per-share value.

We may issue equity securities and or securities convertible into equity securities to finance our proposed activities, including to finance acquisitions. In the event that we issue additional equity securities, the ownership interest of the shareholders of the Company may be diluted and some or all of our financial measures on a per share basis could be reduced.

We do not anticipate paying dividends on our common shares in the foreseeable future, which may limit returns for certain investors.

We currently intend to retain any future earnings to fund the development of our business and does not anticipate paying cash dividends on our common shares in the foreseeable future. Investors seeking income through dividends may not realize a return on their investment in our common shares.

General Risk Factors

Global financial conditions and risks could materially impact our ability to raise equity or obtain debt and impact global supply chains, which could adversely impact our operations and financial condition.

The development and ongoing operation of mines requires a substantial amount of capital prior to the commencement of, and in connection with, the production of uranium. Such capital requirements relate to the costs of, among other things, acquiring mining rights and properties, obtaining government permits, exploration and delineation drilling to determine the underground configuration of a deposit, designing and constructing the mine and processing facilities, purchasing and maintaining mining equipment and complying with financial assurance requirements established by various regulatory agencies for the future restoration and reclamation activities for each project. There is a risk that cash flow from operations will be insufficient to meet current and future obligations, fund development and construction projects, and that additional outside sources of capital will be required. The volatility of global capital markets, including the general economic slowdown in the mining sector, has generally made the raising of capital by equity or debt financing more difficult. We may be dependent upon capital markets to raise additional financing in the future. As such, we are subject to liquidity risks in meeting our operating expenditure requirements and future development cost requirements in instances where adequate cash positions are unable to be maintained or appropriate financing is unavailable. If we are unable to raise equity or obtain loans and other credit facilities in the future and on terms favorable to us, these levels of volatility persist or there is a further economic slowdown, our operations, our ability to raise capital and the trading price of our securities could be adversely impacted.

As our operations expand and reliance on global supply chains increases, the impact of pandemics, significant geopolitical risk and conflict globally may have a sizeable and unpredictable impact on our business, financial condition and operations. Russia’s invasion of Ukraine, including the global response to Russia as it relates to sanctions, trade embargos and military support, have resulted in significant uncertainty as well as economic and supply chain disruptions. Should such global conflicts and responses go on for an extended period of time or should other geopolitical disputes and conflicts and responses thereto emerge in other regions that produce uranium or other energy, this could result in material adverse effects to the Company.

General inflationary pressures may impact our costs and affect our results of operations.

Inflationary pressure may also affect our labor, commodity, and other input costs, which could affect our financial condition. Operational costs may be affected by continuing inflation and cost-of-goods due to supply chain issues as well as the possible need to utilize a greater level of contractor services if required staffing is unavailable or cannot timely be hired and trained. The resulting impact of this is that we face higher costs for key inputs required for our operations, which may be directly through higher transportation costs, as well as indirectly through higher costs of products that rely on energy, which could result in material adverse effects to the Company.

We are dependent on information technology systems, which are subject to certain risks, including cybersecurity risks and data leakage risks associated with implementation and integration.

Our operations depend and will depend upon the availability, capacity, reliability and security of our information technology (“IT”) infrastructure, and our ability to expand and update this infrastructure as required, to conduct daily operations. We rely on various IT systems in all areas of our operations, including financial reporting, contract management, exploration and development data analysis, human resource management, regulatory compliance and communications with employees and third parties.

These IT systems could be subject to network disruptions caused by a variety of sources, including computer viruses, security breaches and cyber-attacks, as well as network and/or hardware disruptions resulting from incidents such as unexpected interruptions or failures, natural disasters, fire, power loss, vandalism and theft. Our operations also depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as pre-emptive expenses to mitigate the risks of failures.

The ability of the IT function to support our business in the event of any such occurrence and the ability to recover key systems from unexpected interruptions cannot be fully tested. There is a risk that, if such an event actually occurs, our continuity plans may not be adequate to immediately address all repercussions of the disaster. In the event of a disaster affecting a data center or key office location, key systems may be unavailable for a number of days, leading to inability to perform some business processes in a timely manner. As a result, the failure of our IT systems or a component thereof could, depending on the nature of any such failure, adversely impact our reputation and results of operations.

Although to date we have not experienced any material losses relating to cyber-attacks or other information security breaches, there can be no assurance that we will not incur such losses in the future. Unauthorized access to our IT systems by employees or third parties could lead to corruption or exposure of confidential, fiduciary or proprietary information, interruption to communications or operations or disruption to our business activities or our competitive position. Further, disruption of critical IT services, or breaches of information security, could have a negative effect on our operational performance and our reputation. Our risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cyber security and the continued development and enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority.

We apply technical and process controls in line with industry-accepted standards to protect information, assets and systems; however, these controls may not adequately prevent cyber-security breaches. There is no assurance that we will not suffer losses associated with cyber-security breaches in the future and may be required to expend significant additional resources to investigate, mitigate and remediate any potential vulnerabilities. As cyber threats continue to evolve, we may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.

Our business is subject to the U.S. Foreign Corrupt Practices Act and other extraterritorial and national anti-bribery laws and regulations, a breach or violation of which could lead to substantial sanctions and civil and criminal prosecution, as well as fines and penalties, litigation, loss of licenses or permits and other collateral consequences and reputational harm.

We are subject to anti-bribery and anti-corruption laws, including the United States Foreign Corrupt Practices Act of 1977, as amended and the Corruption of Foreign Public Officials Act (Canada). Failure to comply with these laws could subject us to, among other things, reputational damage, civil or criminal penalties, other remedial measures and legal expenses which could adversely affect our business, results from operations, and financial condition. It may not be possible for us to ensure compliance with anti-bribery and anti-corruption laws in every jurisdiction in which our employees, agents, sub-contractors or joint venture partners are located or may be located in the future.

We will be a public issuer in both the United States and Canada. The board of directors (the “Board”) and management must devote time and resources to compliance initiatives, corporate governance practices and securities rules and regulations that impose various requirements on both Canadian and U.S. public companies. These additional costs and management attention could negatively impact our business, financial condition and results of operations.

As a public issuer in Canada, the Company is subject to the reporting requirements and rules and regulations under Canadian securities laws and the rules of TSX-V. As a public issuer in the United States, we are also subject to the rules and regulations of the SEC and the reporting requirements of the Exchange Act. Application of both existing or new U.S. or Canadian regulatory requirements may have adverse consequences on our ability to issue securities to raise capital or as consideration for acquisitions.

As a public company, there are costs associated with legal, accounting and other expenses related to regulatory compliance in Canada as well as compliance with the U.S. securities legislation and the rules and policies of Canadian Securities Administrators, TSX-V and the SEC require reporting and listed companies to, among other things, adopt corporate governance and related practices, and to continuously prepare and disclose material information, all of which add to a company’s legal and financial compliance costs. Complying with these U.S. and Canadian statutes, regulations and requirements may occupy a significant amount of time of the Board and management.

The SEC’s disclosure requirements for Mineral Reserves and Mineral Resources, as codified in Subpart 1300 of Regulation S-K 1300, create ambiguity for issuers required to comply with both the requirements of S-K 1300 and NI 43-101, and may result in increased compliance costs for the Company.

S-K 1300, as promulgated by the SEC and effective starting in 2021, required that we disclose specific information related to our material mining operations, including our Mineral Resources and Mineral Reserves. While S-K 1300 is substantively the same as NI 43-101, it is relatively new compared to NI 43-101 and, thus, remains subject to unknown interpretations that could require us to incur substantial costs associated with compliance. Where substantive disclosure in one regulatory scheme is more restrictive/stringent than in the other, we opted to take the more restrictive/stringent approach in our technical reports. NI 43-101 has a prescribed format, whereas S-K 1300 does not; as such, our technical reports follow the formatting requirements of NI 43-101. Any further revisions to, or interpretations of, S-K 1300 or NI 43-101 could result in us incurring unforeseen costs associated with compliance, both in the U.S. and in Canada.

United States investors may not be able to obtain enforcement of civil liabilities against the Company.

The enforcement by investors of civil liabilities under the United States Federal or State securities laws may be affected adversely by the fact that we are governed by the BCBCA. It may not be possible for investors to effect service of process within the United States on certain of our directors and officers or enforce judgments obtained in the United States courts against the Company or certain of our directors and officers based upon the civil liability provisions of United States federal securities laws or the securities laws of any state of the United States. There is some doubt as to whether a judgment of a United States court based solely upon the civil liability provisions of United States federal or state securities laws would be enforceable in Canada against the Company or our directors and officers. There is also doubt as to whether an original action could be brought in Canada against the Company or our directors and officers to enforce liabilities based solely upon United States federal or state securities laws.

Changes in climate conditions and regulatory regime could adversely affect our business and operations.

Changes in climate conditions may have both favorable and adverse effects on our business in a range of possible ways. Mining and uranium processing operations are energy intensive and result in a carbon footprint either directly or through the purchase of fossil-fuel based electricity. As such, we could be impacted by current and emerging policy and regulation relating to greenhouse gas emission levels, energy efficiency, and reporting of climate-change related risks. While some of the costs associated with reducing emissions may be offset by increased energy efficiency, technological innovation, or the increased demand for our uranium and conversion services, such regulations may result in additional transition costs at some of our operations. A number of government or governmental bodies have introduced or are contemplating regulatory changes in response to the potential impacts of climate change. Where legislation already exists, regulations relating to emissions levels and energy efficiency are becoming more stringent. Changes in legislation and regulation will likely increase our compliance costs.

In addition, the physical risks of climate change may also have an adverse effect at our operations. These may include extreme weather events such as floods, droughts, forest and bush fires, and extreme storms. These physical impacts could require us to suspend or reduce production or close operations and could prevent us from pursuing expansion opportunities. These effects may adversely impact the cost, production, and financial performance of our operations.

We can provide no assurance that efforts to mitigate the risks of climate change will be effective and that physical risks of climate change will not have a material and adverse effect on our earnings, cash flows, financial condition, results of operations, or prospects.

We may be subject to risks related to foreign exchange rates.

A material portion of our activities are expected to be located in the United States and the costs associated with such activities will be largely denominated in US dollars. However, our interests will be denominated in Canadian dollars and, as a result, will be subject to foreign currency fluctuations and inflationary pressures, which may have a material adverse effect on us. There can be no assurance that the steps taken by our management to address variations in foreign exchange rates will eliminate all adverse effects, and accordingly, we may suffer losses due to adverse foreign currency rate fluctuations.

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements concerning our business, operations and financial performance, as well as our plans, objectives and expectations for our business operations and financial performance and condition. All statements other than statements of historical facts included in this prospectus are forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding our or our management's expectations, hopes, beliefs, intentions or strategies regarding the future and other statements that are other than statements of historical fact. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements in this prospectus are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections. As a result, you are cautioned not to rely on any forward-looking statements.

Many of these statements are based on our assumptions about factors that are beyond our ability to control or predict and are subject to risks and uncertainties that are described more fully in the section entitled “Risk Factors.” Any of these factors or a combination of these factors could materially affect our future results of operations and the ultimate accuracy of the forward-looking statements. In addition to these important factors, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include among other things:

Statements regarding

Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.

You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

Should one or more of the foregoing risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Consequently, there can be no assurance that actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects, on us. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements.

We undertake no 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. If one or more forward-looking statements are updated, no inference should be drawn that additional updates will be made with respect to those or other forward-looking statements.

USE OF PROCEEDS

We will not receive any proceeds from the Special Distribution or from the conversion of the Series A Preferred Shares into Distribution Shares.

DIVIDEND POLICY

We have not paid dividends in the past and we do not expect to have the ability to pay dividends in the near future. We currently intend to retain any future earnings to fund the development and growth of our business. Therefore, we do not currently anticipate paying any cash dividends in the foreseeable future.

CAPITALIZATION

The table below describes our capitalization as of September 30, 2025:

BUSINESS

Overview

We are focused on the exploration and development of uranium assets in New Mexico, considered to be the seventh largest uranium producing district in the world. We are working to advance our significant known In-Situ Recovery (“ISR”) amendable uranium projects to meet the growing demand for clean, reliable domestic uranium in the United States, backed by strategic shareholder enCore. Strategically positioned with mineral rights spanning approximately 400 square miles in the Grants Uranium District, our principal asset is the Crownpoint Project.

We are committed to fostering strong community relations and promoting environmental stewardship and strives to collaborate closely with local communities and exclusively advance projects that can utilize the environmentally sound ISR uranium extraction technology.

General Development of the Business

We were incorporated under the Business Corporations Act (Ontario) on December 31, 2021, under the corporate name “POCML 7 Inc.”

The following is a summary description of the general development and history of the Company’s business since incorporation:

The Transaction

Amalgamation Agreement

On November 25, 2025, we and SubCo entered into the Amalgamation Agreement with Former Verdera whereby the parties agreed to complete the Transaction on the terms set out therein. Pursuant to the Amalgamation Agreement, we acquired all of the issued and outstanding Former Verdera Shares and Former Verdera Preferred Shares and, in consideration of which, the shareholders of Former Verdera received our common shares or our Distribution Preferred Shares, as applicable, at the exchange ratio of one for one at a deemed price of $1.00 per common share, for every one Former Verdera Share or Former Verdera Preferred Share, as applicable, held by the shareholders. The aggregate consideration issued to effect the Transaction is $82,328,001 and we issued 47,328,001 common shares and 35,000,000 Class A Preferred Shares. The Transaction was structured as a three-cornered amalgamation whereby Former Verdera and SubCo amalgamated to form Verdera Energy Holdings Inc., a wholly owned subsidiary of the Company.

The Transaction closed on February 20, 2026.

Pursuant to the Transaction:

Transaction Financing

On February 12, 2026, we and Former Verdera completed the Brokered Financing of 17,330,000 Former Verdera Subscription Receipts and 2,670,000 Subscription Receipts at C$1.00 per Subscription Receipt, for gross proceeds of C$20,000,000. In accordance with the Letter Agreement, the Brokered Financing was led by Haywood Securities Inc. and SCP Resource Finance LP, as co-lead agents on their own behalf and on behalf of a syndicate of agents including Stifel Nicolaus Canada Inc. and Jett Capital Advisors, LLC (collectively, the “Agents”) on a commercially reasonable efforts basis pursuant to the Subscription Receipt Agreements. The Brokered Financing was for up to C$20,000,000 of Subscription Receipts and included an over-allotment option (the “Over-Allotment Option”) to sell an additional C$3,000,000 worth of Subscription Receipts, which was not exercised. On closing of the Transaction, each Former Verdera Subscription Receipt converted, without payment of additional consideration, into one Former Verdera Share, which was automatically exchanged for one of our common shares pursuant to the Transaction. On closing of the Transaction, each Company Subscription Receipt converted, without payment of additional consideration, into one common share.

Former Verdera agreed to pay the Agents a cash fee of 5% of the gross proceeds of the Transaction Financing, and issue compensation subscription receipts (“SR Compensation Options”) to the Agents equal to 4% of the aggregate number of Subscription Receipts issued in the Brokered Financing. Upon closing of the Transaction, the SR Compensation Options converted to compensation options of the Company (the “Compensation Options”). Each Compensation Option entitles the Agents to purchase one common share at a price of C$1.00 per common share for a period of 18 months following the final TSXV bulletin approving the Transaction.

On the Closing Date, the gross proceeds from the Brokered Financing less a total of C$626,729.61, being 50% of the cash fee payable to the Agents and the reasonable expenses of the Agents, were deposited in escrow with the Escrow Agent. Upon satisfaction of the Escrow Release Conditions at or before the Escrow Release Deadline, the escrowed proceeds, together with all interest and other income earned thereon, were released from escrow by the Escrow Agent to the Company and Agents, as applicable.

Concurrently with closing of the Transaction, the Company issued, on a non-brokered basis, an additional 400,000 common shares at C$1.00 per share for gross proceeds of C$400,000 (the “Non-Brokered Financing”).

Advisory Fee

PowerOne Capital Markets Limited was acting as advisor to Former Verdera in connection with the Transaction. Former Verdera paid PowerOne a cash fee equal to 1.5% of the gross proceeds of the Brokered Financing and Non-Brokered Financing and received options of the Company equal to 1.5% of the number of Subscription Receipts issued in the Brokered Financing and common shares issued in the Non-Brokered Financing. Each Advisory Option will be exercisable into one common share at C$1.00 for 18 months. David D’Onofrio, a former director and officer of the Company also acted as advisor to Former Verdera in connection with the Transaction. Former Verdera issued 250,000 common shares as an advisory fee to Mr. D’Onofrio immediately prior to closing of the Transaction.

General Corporate Information

Our head office is located at #250 – 750 West Pender St., Vancouver, British Columbia, V6C 2T7, Canada and our registered office is located at 1200-750 West Pender Street, Vancouver, British Columbia, V6C 2T8. Our telephone number is (505) 273-7724. Our website is https://verderauranium.com. The information on our website is not incorporated by reference into this prospectus.

Organizational Structure

Material Contracts

The Company has not entered into any material contracts, other than contracts entered in the ordinary course of business, except:

Intellectual Property

We do not have any material intellectual property.

Property, Plant and Equipment

See “Property” below.

Competition

The uranium industry is highly competitive, and our competition includes larger, more established companies with longer operating histories that not only explore for and produce uranium but also market uranium and other products on a regional, national or worldwide basis. Due to their greater financial and technical resources, we may not be able to acquire additional uranium projects in a competitive bidding process involving such companies. Additionally, these larger companies have greater resources to continue with their operations during periods of depressed market conditions.

Geopolitical uncertainty

Geopolitical uncertainty driven by the Russian invasion of Ukraine has led many governments and utility providers to re-examine supply chains and procurement strategies reliant on nuclear fuel supplies coming out of, or through, Russia.

Sanctions, restrictions, and an inability to obtain insurance on cargo have contributed to transportation and other supply chain disruptions between producers and suppliers. As a result of this and coupled with multiple years of declining uranium production globally, uranium market fundamentals are shifting from an inventory driven market to one more driven by production. The Prohibiting Russian Uranium Imports Act (H.R. 1042) which was signed into law in May 2024, prohibits the importation of unirradiated, low-enriched uranium projected in the Russian Federation or by a Russian entity, with  temporary waivers until January 1, 2028 in certain circumstances, after which the ban will be in effect until December 31, 2040.

Seasonality

Our current operations are not materially affected by seasons in New Mexico.

Employees

As of April 30, 2026, we have no employees and two individuals who provide services on a contractual basis, our CEO and CFO.

In-Situ Recovery (ISR), Technology

ISR is a minimally invasive, environmentally friendly, and economically competitive way of extracting minerals from the ground. It has proven to be a successful method of extracting uranium, and due to its cost efficiency, is economically viable to extract lower grade uranium deposits that might not justify the cost of conventional open pit or underground mining. In addition to significantly lower capital and operating costs, ISR operates without the open pits, waste dumps, or tailings associated with conventional mining and milling. These factors result in uranium extraction that is more environmentally responsible in a faster, more cost-efficient permitting, development and remediation process. ISR extracts uranium from the ground with minimal surface impact. When reclamation is completed, the surface is returned to its original state and use.

ISR is highly regulated in the United States. While some ISR operations in other jurisdictions use harsh chemicals such as sulfuric acid to remove uranium from the ore body, Verdera only uses a lixiviant comprised of just oxygen and sodium bicarbonate (common baking soda) in the native groundwater to extract uranium at a near neutral pH with significantly less environmental impacts.

ISR usually takes place in sandstone deposits within a portion of the aquifer that the government has already exempted from protection as an underground source of drinking water due to its mineral content such as uranium, radium, and other minerals. An ISR wellfield is developed using a series of production patterns comprised of a series of injection and recovery wells. Injection wells introduce the lixiviant described above to the uranium bearing sandstone. As the lixiviant is injected through the uranium-bearing sandstone, the uranium is solubilized by the oxygen in the lixiviant, and the uranium-bearing lixiviant is carried through the sandstone to the recovery well. Recovery wells, equipped with submersible pumps, recover the uranium-bearing lixiviant out of the sandstone and lift it to the surface. The uranium-bearing lixiviant is then pumped into a surface collection system to be transferred to the ion exchange (IX) system. Surrounding the production patterns is a network of monitor wells used to observe groundwater chemistry and hydrology to assure there are no impacts to adjacent underground sources of drinking water. The combination of the production patterns and the monitor well network constitute what is called a wellfield.

After the uranium-bearing lixiviant reaches the IX system, it flows through a bed of IX resin where the uranium is removed from the lixiviant and loaded onto IX resin beads. This process is very similar to how a water softener works. The barren lixiviant is returned to the wellfield, where it is refortified with oxygen and sodium bicarbonate and reinjected into the uranium-bearing sandstone. A small portion, approximately 1% of the total volume, of the barren lixiviant is held back from reinjection. This is called a “process bleed,” and it is intended to create a hydraulic sink in the wellfield to contain lixiviant within production patterns.

When the IX resin loads to capacity with uranium it is regenerated, using a salt solution rich in sodium bicarbonate, in the exact same manner as done for a water softener. This process is called “elution.” Elution produces a uranium-rich eluant that is transferred from the ion exchange system to the precipitation system. Using a series of additions of hydrogen peroxide, acid, and sodium hydroxide, the uranium is precipitated from the eluant and a uranium, “yellowcake,” slurry is created. It is then filtered and washed in a filter press and transferred to the drying system. Drying systems at processing facilities use a low-temperature, zero emission, rotary vacuum drying system, the same equipment used for producing pharmaceuticals. Once dried the yellowcake is packaged into 55-gallon drums that are grouped into shipping lots. Each shipping lot is then transported to a North American conversion facility where it is weighed, sampled, and inventoried. This is the point at which a company sells its product to its customers.

When the uranium orebody within an ISR wellfield is depleted, companies are required to clean up the groundwater. The process of extracting uranium from the orebodies using our lixiviant does change the groundwater chemistry within the production patterns. After production is complete, the groundwater quality is restored to a quality consistent with the chemistry prior to the start of injection using reverse osmosis technology to clean it. This process does increase the amount of water that is consumed during wellfield operations, but in an average ISR wellfield, approximately 95% of the groundwater is preserved and retained at the end of the full production and restoration cycle. Once the government approves the groundwater restoration work, the injection, recovery and monitor wells are plugged and abandoned and the surface infrastructure is removed. The site is then surveyed for residual contamination that may need to be removed and the wellfield is returned to its prior use. At this point, the land and groundwater are once again suitable for all the same uses as prior to mining efforts.

The use of ISR technology in the US has a documented strong environmental record. Several wellfields have been restored and released, with the former wellfields now indistinguishable from the adjacent unimpacted land. The US government, in several public documents, has concluded that there have been no impacts to underground sources of drinking water by ISR uranium extraction or restoration.

Uranium Market

The primary use of uranium is to fuel nuclear power plants for the generation of carbon and emission free electricity. According to the World Nuclear Association (“WNA”), as of January 2025, there were 440 operable nuclear reactors world-wide, which required approximately 175.2 million pounds of U3O8 annually at full operation. Worldwide, there are currently 65 new reactors under construction with an additional 86 reactors on order or in the planning stage and 344 having been proposed. According to data from TradeTech LLC (“TradeTech”), the world continues to require more uranium than it produces from primary extraction. The gap between demand and primary supply is being filled by stockpiled inventories and secondary supplies, which the Company believes have dwindled significantly in recent years.

According to the WNA in January 2025, the U.S. currently has 94 operating reactors, and other reactors on order, planned or proposed. According to the U.S. Energy Information Administration (“EIA”), in 2023, the U.S. produced approximately 18.52% of its electricity from nuclear technology, while, according to the Nuclear Energy Institute (“NEI”), the U.S. achieved an average capacity factor of 92.7%, leading all other carbon-free sources by a wide margin. According to the EIA, U.S. utilities purchased approximately 51.63 million pounds of U3O8 in 2023 (the last year reported). However, in 2023, U.S. uranium production was only 0.05 million pounds, as reported by EIA.

Uranium is not traded on an open market or organized commodity exchange, although the CME Group provides financially settled uranium futures contracts. Typically, buyers and sellers negotiate transactions privately, either directly or through brokers and intermediaries. Spot uranium transactions typically involve deliveries that occur immediately and up to 12 months in the future. Term uranium transactions typically involve deliveries that occur more than 12 months in the future, with long-term transactions involving delivery terms of at least three years. Uranium prices, both spot and term, are primarily published by two independent market consulting firms, TradeTech and UxC, LLC, on a weekly and monthly basis, along with daily price indicators. Other brokers, including Uranium Markets LLC, Evolution Markets Inc. and Numerco Ltd., also publish daily average uranium prices.

During the period ending December 31, 2024, the uranium market saw uranium prices exceed $100 per pound U2O8 in the first quarter of the year.[1] By the end of the year, spot prices had moderated to $73.50 per pound U3O8.[2] The Company, as previously disclosed, continued to see continued nuclear utility and trading company interest in term contracting. Generally, spot and contracting volumes remain below levels observed in 2022 and 2023, and that is driven by continued geopolitical uncertainty, transportation challenges, trade restrictions, and uncertainty regarding new primary production supply. However, many of the same fundamentals that have led to the recent resurgence in support for nuclear power remain unchallenged. In 2025, the nuclear fuel market is poised to be influenced by three major macroeconomic forces: net-zero carbon emissions initiatives, emerging demand in the technology sector, and trade restrictions.

Net-zero policies require reliable, efficient, and cost-effective electricity generation that contributes to meaningful reductions in carbon emissions. These policies have led to a widespread recognition that nuclear power must play a role in meeting commitments to mitigate climate change through clean energy development. These developments build on a long-run trend in energy policy reform that has evolved to acknowledge and support nuclear power’s critical role in achieving carbon reduction goals, and now the financial markets are following with material support for real demand that is emerging faster than current generating capacity can satisfy.

While nuclear power has enjoyed renewed public support in recent years, as reported in several public sources, technology firms including Amazon, Microsoft, Meta, and Google recently announced plans to secure dedicated energy production output from nuclear power plants for their data centers. This includes agreements to build small modular reactors (SMRs) and advanced reactors in several regions.

Expanding the current reactor fleet to meet that level of electrical generating capacity remains a significant challenge to the nuclear industry. To meet those goals, the global industry must protect existing capacity, and there have been multiple public pronouncements from several countries, including the U.S. to protect existing nuclear generating capacity intact. In the U.S., as a result of clean energy credits granted be several states and the production tax credit for nuclear power provided in the Inflation Reduction Act, several nuclear utilities have announced operating life extensions and capacity expansions within their existing operating fleet. Also, the industry has seen a truly unprecedented trend in reactor recommissioning, In the U.S., where just a few years ago reactors were being shut down prematurely, nuclear plants such as Diablo Canyon, Palisades, Three Mile Island, and Duane Arnold are positioned to re-enter service.

Uprates and refurbishments have proven to be exceptionally economical for many reasons, including building on existing licenses and long-established operations. Moreover, several countries have announced plans to abandon plans to exit nuclear power, including Belgium, Japan, and South Korea. And other countries, such as Switzerland, appear to be reconsidering their exits.

There remains continued and growing support for the development of small modular reactors (“SMR”). The case for smaller reactors is largely built on cost savings as well as installation flexibility and scalability. Proponents of SMRs point to standardized design and serial production as the main drivers for reduced costs, with each manufactured unit becoming less expensive than the one before it. SMRs are expected to be smaller and more modular than traditional reactors, so they can be installed in locations would not accommodate larger reactors due to space and location. They can also be used on decommissioned coal power plant sites, which is being looked at as a way to transition to clean electricity.

With increasing demand expectations, there is an expectation that a likewise increase in uranium production must occur in an environment beset by risks, including import bans, sanctions, and secondary sanctions imposed by various countries, transportation issues, trade restrictions in other goods and services beyond nuclear fuel, and fewer available ports, which have all combined to create widespread uncertainty in the market regarding the availability of both current and future supply. The most notable recent trade restriction is the USA’s Prohibiting Russian Uranium Imports Act (H.R. 1042), which was signed into law in May 2024 and prohibits the importation of unirradiated, low-enriched uranium produced in the Russian Federation or by a Russian entity. The Act allows temporary waivers, during the period up to January 1, 2028, under certain circumstances.

In response, on November 15, the Russian government imposed “temporary limits” on the export of enriched uranium to the USA, as a retaliatory move following the enactment of the US ban on Russian uranium imports.[3] In September 2024, the U.S. Government announced that it was investigating a significant increase in enriched uranium imported from China when Russian imports were being considered for an outright ban in the context of possible circumvention of the Russian Suspension Agreement.[4] Additionally, in November 2024, the President-elect, Donald Trump declared on social media that he intends to impose a 25 percent tariff on all goods entering the USA from Mexico and Canada on his first day in office (January 20, 2025). Subsequent to that date, President Trump announced the tariffs will go into effect February 3, 2025. It is unknown the direct impacts these tariffs will have on the uranium market, at this time.

Below is a list of some of the recent government policy news that can influence the uranium market.

[1] Nuclear Market Review week ending February 2, 2024, TradeTech LLC, 2024

[2] Nuclear Market Review, December 31, 2024, TradeTech LLC, 2024

[3] “Russia Temporarily Limits Enriched Uranium Supplies to US”, Bloomberg, November 15, 2024

[4] “Exclusive-US Probes Uranium Imports From China Amid Concerns Over Russian Ban”, Reuters, September 17,2024

Government and Environmental Regulation

Government Regulations

Our properties and prospective operations, including potential ISR facilities, are subject to extensive laws and regulations which are overseen and enforced by multiple federal, state and local authorities. These laws govern exploration, construction, extraction, recovery, processing, exports, various taxes, labor standards, occupational health and safety, waste disposal, protection and remediation of the environment, protection of endangered and protected species, toxic and hazardous substances, and other matters. Uranium minerals exploration, extraction, recovery, and processing are also subject to risks and liabilities associated with the perceived potential for impacts to the environment and disposal of waste products occurring as a result of such activities.

Compliance with these laws and regulations may impose substantial costs on us and may subject us to significant potential liabilities. Changes in these regulations or changes in regulatory attitudes or interpretations could require us to expend significant resources to comply with new laws or regulations, attitudes or interpretations relating thereto, or changes to current requirements and could have a material adverse effect on our business operations. The costs of compliance with these laws and regulations are therefore well understood and assumed by us in all its capital budgeting decisions, project analyses and cost projections. As all our competitors in the uranium mining industry in the U.S. face the same or similar regulatory requirements, we do not believe its need to comply with this extensive array of laws and regulations materially affects our competitive position within the U.S. uranium mining industry.

Nuclear Regulatory Commission – New Mexico

The federal Nuclear Regulatory Commission (“NCR”) is the primary regulatory authority over uranium recovery operations throughout the State of New Mexico, including ISR operations. In 1954, Congress, through the Atomic Energy Act of 1954 (“AEA”), empowered the Atomic Energy Commission (“AEC”), now NRC, to regulate AEA materials (i.e., source, byproduct, and special nuclear materials). Under its AEA authority, the AEC/NRC promulgated 10 C.F.R. Part 40 and, later, Appendix A to Part 40 to implement a regulatory program for uranium recovery operations. At the time of Appendix A’s issuance, conventional mining techniques (underground and open pit) were assumed to be the primary source of uranium production in the United States, and Appendix A was written to reflect that assumption. As ISR techniques have become the prevalent form of uranium recovery in the United States, the NRC has applied relevant portions of Appendix A to ISR licensing as “relevant and appropriate”. ISR uranium recovery licensees also are required to comply with relevant radiation protection standards. Key requirements include obtaining a materials license, implementing groundwater monitoring, and ensuring aquifer restoration, often guided by the Generic Environmental Impact Statement (“GEIS”). ISR facilities must obtain an NRC license to possess and use source material. Regulations require operators to protect groundwater and restore it to baseline conditions after mining. In coordination with the EPA or state agencies, ISR operations require an aquifer exemption permit to operate within an underground source of drinking water. Standard Review Plans provide guidance for reviewing license applications, ensuring safety in facility design, operations, and decommissioning. The NRC conducts routine inspections to ensure safety and compliance, in New Mexico.

Portions of our Crownpoint Project are included within NuFuels’ Source Materials License SUA-1580 for the in-situ recovery (ISR) of uranium which was issued by the US Nuclear Regulatory Commission (NRC) in January 1988. The portion of the Crownpoint Project that is within the SUA-1580 license area includes Crownpoint: all the Section 24, T17N, R13W; all of the Section 29, T17N, R13W; and the SW1/4 of the Section 19, T17N, R13W mineral holdings. Both ISR operations and a central processing facility are licensed at the Crownpoint location. None of the Hosta Butte mineral holdings are within the SUA-1580 license area. If we were to operate any form of uranium recovery facility, they would be required to obtain a Source Materials License from the NRC and an aquifer exemption.

As part of the NRC licensing process, an Environmental Impact Statement (EIS), (NUREG -1580, 1997) was completed that included the Crownpoint area. The NuFuels’ license area is located on private lands, federal mining claims, Allotted and surface Trust land, so both the Bureau of Land Management (BLM) and Bureau of Indian Affairs (BIA) were cooperating agencies with respect to the Crownpoint EIS.

Environmental Regulations

Our operations where exploration is taking place, are subject to extensive laws and regulations which are overseen and enforced by multiple federal, state and local authorities. These laws and regulations govern exploration, development, various taxes, labor standards, occupational health and safety including radiation safety, waste disposal, underground source of drinking water, protection and remediation of the environment, protection of endangered and protected species, toxic and hazardous substances and other matters. Uranium minerals exploration is also subject to risks and liabilities associated with pollution of the environment and disposal of waste products occurring as a result of mineral exploration.

Compliance with these laws and regulations imposes substantial costs on us and may subject us to significant potential liabilities or impacts to operations or project development. Changes in these regulations could require us to expend significant resources to comply with new laws or regulations or changes to current requirements and could have a material adverse effect on our business operations. Compliance with all current regulations, including but not limited to the environmental and safety regulatory schemes, is an integral part of our day-to-day business, management and staff commitment and expenditures. The costs attendant to compliance are understood and routinely budgeted and are generally comparable to those of other U.S. uranium companies and other natural resources companies in the U.S.

Mineral exploration activities, as well as potential uranium recovery operations, are subject to comprehensive regulation which may cause substantial delays, restrictions or require capital outlays in excess of those anticipated, causing an adverse effect on our business operations. Mineral exploration operations are also subject to federal and state laws and regulations that seek to maintain health and safety standards. Various permits from government bodies are required for drilling operations to be conducted; no assurance can be given that such permits will be received. Environmental standards imposed by federal and state authorities may be changed and any such changes may have material adverse effects on our activities. Mineral recovery operations are subject to federal and state laws relating to the protection of the environment, including laws regulating removal of natural resources from the ground and the discharge of materials into the environment. The posting of a performance bond and the costs associated with Verdera’s permitting and licensing activities require a substantial budget and ongoing cash commitments. In addition to pursuing ongoing permitting and licensure for new projects and additions to our existing projects, these expenditures include ongoing monitoring (e.g., wildlife, groundwater and effluent monitoring) and other activities to ensure regulatory and legal compliance, as well as compliance with our permits and licenses.

Waste Disposal

The Resource Conservation and Recovery Act (“RCRA”) and comparable state statutes affect mineral exploration and uranium recovery activities by imposing regulations on the generation, transportation, treatment, storage, disposal and cleanup of “hazardous wastes” and on the disposal of non-hazardous wastes. Under the auspices of the Environmental Protection Agency (the “EPA”), the individual states administer some or all the provisions of RCRA, sometimes in conjunction with their own, more stringent requirements.

Comprehensive Environmental Response, Compensation and Liability Act

The federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) imposes joint and several liability for costs of investigation and remediation and for natural resource damages, without regard to fault or the legality of the original conduct, on certain classes of persons with respect to the release into the environment of substances designated under CERCLA as hazardous substances (collectively, “Hazardous Substances”). These classes of persons or potentially responsible parties include the current and certain past owners and operators of a facility or property where there is or has been a release or threat of release of a Hazardous Substance and persons who disposed of or arranged for the disposal of the Hazardous Substances found at such a facility. CERCLA also authorizes the EPA and, in some cases, third parties, to take actions in response to threats to the public health or the environment and to seek to recover the costs of such action. We may also in the future become an owner of facilities on which Hazardous Substances have been released by previous owners or operators. We may in the future be responsible under CERCLA for all or part of the costs to clean up facilities or properties at which such substances have been released and for natural resource damages.

Air Emissions

Our operations are subject to local, state and federal regulations for the control of emissions of air pollution. Major sources of air pollutants are subject to more stringent, federally imposed permitting requirements. Administrative enforcement actions for failure to comply strictly with air pollution regulations or permits are generally resolved by payment of monetary fines and correction of any identified deficiencies. Alternatively, regulatory agencies could require us to forego construction, modification or operation of certain air emission sources.

Compliance with the Clean Water Act

The Clean Water Act (“CWA”) imposes restrictions and strict controls regarding the discharge of wastes, including mineral processing wastes, into waters of the U.S.; a term broadly defined. Permits must be obtained to discharge pollutants into federal waters. The CWA provides for civil, criminal and administrative penalties for unauthorized discharges of hazardous substances and other pollutants. It imposes substantial potential liability for the costs of removal or remediation associated with discharges of oil or hazardous substances. State laws governing discharges to water also provide varying civil, criminal and administrative penalties and impose liabilities in the case of a discharge of petroleum or its derivatives, or other hazardous substances, into state waters. In addition, the EPA has promulgated regulations that may require us to obtain permits to discharge storm water runoff.

PROPERTY

Summary

Our primary property is the Crownpoint and Hosta Butte uranium project (the “Crownpoint Project” or the “Project”) located in the Grants Uranium Region in northwestern New Mexico.

Figure 1: Crownpoint Project – Location Map

Technical Report Summary and Qualified Person

The following technical and scientific description of the Crownpoint Project is based in part on the report titled “Crownpoint and Hosta Butte Uranium Project, McKinely County, New Mexico, USA” dated effective December 5, 2025, and prepared by BRS Inc. (the “Crownpoint Technical Report”). The Crownpoint Technical Report was prepared in accordance with SK 1300.

Douglas L. Beahm, P.E., P.G. was the principal author of the Crownpoint Technical Report and Car Warren, P.E., P.G., was a co-author. Both Mr. Beahm and Mr. Warren are Qualified Persons and are independent from the Company.

Project Stage

The Crownpoint Project does not have known “Mineral Reserves” and is therefore considered under SEC SK 1300 definitions to be an Exploration Stage Property.

Property Description, Location and Ownership

The Project is located in portions of Sections 24, Township 17 North, Range 13 West; Sections 19 and 29, Township 17 North, Range 12 West; and Sections, 3, 9, and 11, Township 16 North, Range 13 West, comprising approximately 3,020 acres (Refer to Figure 2 – Location Map).

The Company owns the mineral estate outright with the exception of SE ¼ of Section 24 in the Crownpoint project where they hold 60% of the mineral estate covering 120 acres known as the Walker Lease. There are no annual payments, maintenance, or other requirements to be met to maintain the mineral estate subject, only a 3% gross proceeds royalty to NZ Uranium, LLC (NZU), a 2% net proceeds royalty to enCore on uranium mined from the Project, and 2% net smelter returns royalty to enCore on other minerals mined from the Project.

Surface rights are held separately from the mineral rights on the Project. The surface rights have not been removed from development and are not under other restrictions. The project is outside of the Navajo Reservation and is situated on the western edge and to the 3-4 miles southwest of the small town of Crownpoint, New Mexico.

Table 1 – Land Description

*The legal description of Section 24 land holdings includes most of the SE ¼ of Section 24, T17N R13W of the New Mexico Prime Meridian and includes the N1/2 NE1/4 SE1/4, N1/2 SE1/4 NE1/4 SE1/4, SW1/4 NE1/4 SE1/4, N1/2 NW1/4 SE1/4 SE1/4, S1/2 SE1/4 SE1/4, and W1/2 SE1/4. The Company owns 60% of this portion of the Project.

The Crownpoint area is in the immediate vicinity of Crownpoint, New Mexico. The Hosta Butte area is located approximately 4 miles southwest of Crownpoint, New Mexico.

Figure 1 shows the approximate location of the Project. The Project is 100% owned by the Company except for SE ¼ of Section 24, T17N, R13W which is 60% owned by the Company and 40% owned by NuFuels and is comprised of the mineral estate (excluding hydrocarbons) over approximately 3,020 acres, subject only to a 3% gross proceeds royalty to NZU, a 2% net proceeds royalty to enCore on uranium mined from the Project and 2% net smelter returns royalty to enCore on other minerals mined from the Project.

On April 9, 2025, Former Verdera acquired NME BC, a wholly-owned subsidiary of enCore and owner of NME, which holds multiple uranium projects in New Mexico including Crownpoint and Hosta Butte projects.

Surface Rights

Surface rights are separate from the mineral rights on the Project. The surface rights of the property area are partially controlled by the royalty-holder, NZ Uranium (NZU), NuFuels (the 40% owner of the SE ¼ of Section 24 Crownpoint Property), and certain private property holders. The surface rights have not been removed from development and are not under other restrictions. The property is outside of the Navajo Reservation and is situated on the western edge of the small town of Crownpoint. Applicable legislation provides the owners of the mineral estate surface access, as well as a dispute resolution mechanism.

Chain of Title

The NZ Land Company (NZ) was formed in 1908 and took deed and management of the land grants. NZ Uranium LLC (NZU) was spun off to manage the lands within the known uranium trend of New Mexico and Arizona in 2002. Tigris optioned the Project in May 2010 and exercised the option in May, 2011. Tigris acquired a 60% Interest in the SE ¼ of Section 24 Crownpoint Property and 100% of the Hosta Butte Property, the Crownpoint Properties located in Section 19 and 29. The remaining 40% interest in the Crownpoint SE ¼ of Section 24 property is held by NuFuels. The property is not subject to any liens or other encumbrances except for royalties as subsequently discussed.

On March 18, 2025, Former Verdera entered into a share purchase agreement with enCore Energy Corp. (enCore) for the acquisition of NME BC, a wholly-owned subsidiary of enCore and owner of NME, which holds multiple uranium projects in New Mexico including Crownpoint and Hosta Butte projects.

Former Verdera issued 50,000,000 Former Verdera Preferred Shares to enCore, representing approximately 73% of current issued and outstanding shares of Former Verdera. enCore received a 2% net proceeds royalty on uranium and a 2% net smelter returns royalty on other minerals extracted and sold from the properties and a non-refundable cash payment of US$350,000. The acquisition closed on April 9, 2025.

Royalties

The Company owns the mineral estate outright with the exception of SE ¼ of Section 24 in the Crownpoint project where they hold 60% of the mineral estate covering 120 acres known as the Walker There are no annual payments, maintenance, or other requirements to be met to maintain the mineral estate subject only to a 3% gross proceeds royalty to NZ Uranium, LLC (NZU), a 2% net proceeds royalty to enCore on uranium mined from the Project and a 2% net smelter returns royalty on other minerals extracted and sold from the Project.

Taxes

Uranium production in New Mexico is subject to a mineral severance tax which is currently taxed at a rate of 3.5% based on 50% of the gross value or an effective rate of 1.75 % of the gross value (Peach et al, 2008) and (http://www.tax.newmexico.gov/SiteCollectionDocuments/rpd-41215.pdf).

Uranium production in New Mexico is also subject to a Conservation Tax. The conservation tax was not imposed on the uranium industry until 1975. The conservation tax rate was 0.18% in 1975 and was increased to 0.20% in 1977. There have been no significant changes to the conservation tax as it relates to the uranium industry since 1977 (Peach et al, 2008).

Uranium Production in New Mexico Resources is also subject to an excise tax was imposed in 1966 at a rate of .75% of the amount of money or the reasonable value of severed or processed resources (Peach et al, 2008).

The State of New Mexico imposes a gross receipts tax, 5% on average, on total amount of money or other consideration received from the above activities. Although the Gross Receipts Tax is imposed on businesses, it is common for a business to pass the Gross Receipts Tax on to the purchaser either by separately stating it on the invoice or by combining the tax with the selling price. The gross receipts tax will be realized with the Project through its application for services performed by contactors, vendors, and consultants. (https://www.tax.newmexico.gov/governments/gross-receipts-tax/).

Accessibility and Local Resources

The Crownpoint Project is located on the northern flank of an unnamed mountain range which consists of plateaus and steep, incised canyons, just northwest of the Continental Divide. The Crownpoint Project lies north of the Puerco River and Hosta Butte, the two most prominent geographic features in the area. The mountain peaks are as high as 7900 feet within two miles south of the Crownpoint Project with elevations in the immediate project area of about 6700 feet above mean sea level. Vegetation consists of low desert sage, pinion pines, and thin grasses in an arid, high desert climate. The Crownpoint Project is generally accessible year-round, although access to the Hosta Butte portion of the Crownpoint Project would be more difficult in the winter and/or following precipitation events which saturate the soils.

The Crownpoint Project is accessed from the south by Highway 371 and from the north by Highway 57 at Crownpoint, New Mexico. Highway 9 goes west from Crownpoint, just to the north of the Crownpoint Project area. Paved secondary roads provide access to the NuFuels facility on Section 24. From the NuFuels facility the Hosta Butte portion of the Crownpoint Project is accessible via a county gravel road which turns to the south approximately 2 miles west of Crownpoint. The road continues east becoming a private dirt road then turns to the north in Section 11 and continues to the Crownpoint Project area.

The largest nearby population center is Albuquerque, New Mexico, with an approximate population of 565,000 residents. Albuquerque is located approximately 100 miles to the east on Highway 40 and provides a transportation and supply hub for the area. Grants, New Mexico is approximately 50 miles east of the Crownpoint Project and Gallup, New Mexico lies approximately 50 miles to the west. The Crownpoint Project is approximately 10 miles from the Navajo Reservation and is situated on the west and southwest of the small town of Crownpoint.

In the 1970s a mine site was developed by Conoco and several warehouse and office buildings were constructed in Section 24, T17N, R13W on the lands now controlled by NuFuels and within the mineral holdings of enCore. As part of the original mine three shafts were sunk and the original mine plan called for underground extraction with surface processing. These shafts were subsequently reclaimed.

History

The property is part of the checkerboard of deeded railroad sections, which include surface and mineral rights. Congress chartered the Atlantic and Pacific Railroad Company (the "A&P") in 1866. The A&P was purchased in bankruptcy proceedings by the St. Louis-San Francisco Railway Company, commonly called the "Frisco." Frisco and the Atchison Topeka and Santa Fe Railway Company formed a joint venture in 1880 and used the old A&P charter to build a railroad line, acquiring millions of acres of federal grant fee lands in New Mexico and Arizona with surface and mineral rights. Frisco incorporated New Mexico and Arizona Land Company (NZ) in 1908 in what the Territory of Arizona was then to hold its grant lands until they could be sold.

Uranium was discovered on the grant lands in New Mexico in 1968. Conoco and Westinghouse initially explored and developed this property for underground mining in the late 1970s. Three shafts were developed on the Section 24 location. The properties were explored extensively and had also been subjected to extensive successful ISR pilot testing by Mobil Oil Company in the 1970’s on the nearby Section 9, T16N, R13W. With falling demand and prices in the uranium sector in the 1980’s, Conoco elected to close the operations and cap the shafts. All the facilities and data were maintained and have been acquired by NuFuels.

While these former owners of the project did development for the project, no production has ever occurred on the property.

In the 1980's, NZ turned its principal focus from rural to urban real estate investment and development. After a period of aggressive real estate investing, NZ expanded into bridge financing of real estate. New emphasis was placed on the liquidation of NZ's historic assets.

After a series of mergers and changes in controlling parties, Robert M. Worsley purchased the remaining rural assets in March 2002. The original incorporated name of NZ was retained and formed into a limited liability corporation. NZU was spun off to control the lands in the uranium trend of New Mexico and Arizona in 2002 (Pelizza, 2004).

An Option Agreement was executed between NZU and Tigris in May 2010. The Option Agreement with NZU was for the acquisition by Tigris of a 60% Interest in the Crownpoint Property, SE ¼ of Section 24, and 100% of the Hosta Butte Property, the Crownpoint Properties located in Section 19 and 29. The remaining 40% interest in the Crownpoint Section 24 property is held by NuFuels. (https://laramide.com/projects/crownpoint-churchrock-uranium-project). In May 2011, Tigris, a subsidiary of enCore, exercised its option for the mineral rights and therefore owned the mineral rights outright before their transfer to NME (Texas), a wholly owned subsidiary of enCore, pursuant to an internal reorganization.

On March 18, 2025, Former Verdera entered into a share purchase agreement with enCore for the acquisition of NME BC, a wholly-owned subsidiary of enCore and owner of NME (Texas), which holds multiple uranium projects in New Mexico including Crownpoint and Hosta Butte projects.

Former Verdera issued 50,000,000 Former Verdera Preferred Shares to enCore, representing approximately 73% of current issued and outstanding shares of Former Verdera. enCore received a 2% net proceeds royalty on uranium and a 2% net smelter returns royalty on other minerals extracted and sold from the properties and a non-refundable cash payment of US$350,000. The resulting aggregate royalty on the projects is thus 5%. The acquisition closed on April 9, 2025.

Historical mineral resources estimates for the property are known in the vicinity, but the authors of the Crownpoint Technical Report were unaware of any historical estimates specific to the current holdings.

Infrastructure

Within the Crownpoint portion of the Crownpoint Project there is line power and telephone service. Access to the site is available on paved public roads and there is a local airport in Crownpoint. The Hosta Butte site is more remote and would require the development of access and utilities.

In the 1980s Conoco developed the infrastructure to support underground mining within the Crownpoint area of the Crownpoint Project. This included the sinking of 3 mine shafts, mine water treatment facilities, offices, shops, warehousing, and related facilities and appurtenances. At that time the infrastructure was adequate to support Conoco’s operation. The facility has been well maintained and, although the mine shafts have been capped at the surface, the remaining infrastructure to support mine development are in place. The remaining infrastructure is on lands held by NuFuels within enCore’s mineral holdings in Section 24, T17N, R12W.

Climate

The Project is located on the Northwestern Plateau climatological subdivision of New Mexico. The region is semiarid continental, with the mean annual precipitation averaging 10.2 inches (NUREG - 1580, 1997). Precipitation typically is concentrated during summer and early fall, occurring as thundershowers of short duration. Approximately 50 percent of the precipitation falls in July through October. The mean monthly rainfall during the remainder of the year totals only 0.5 inches. Temperatures in the region are represented by data from the nearby Crownpoint station. Because of the relatively high elevation of the project area, temperatures greater than 90°F occur infrequently, only 12 times per year on average. The extreme maximum temperature recorded at Crownpoint is 97°F. Because of the high elevation and relatively infrequent cloud cover in the project area, radiant cooling is substantial and results in an average of 143 days of the year with temperatures below freezing. Extremely low temperatures are rare, with the lowest on record being - 17°F. The mean annual temperature is 51°F. The coldest month is January, and the warmest month is July. The frost-free growing season lasts 140 days, extending from early May to early October. The mean freeze-free period lasts about 22 days longer than the growing season. However, large variations in the freeze dates occur from year to year.

Maximum precipitation occurs during the summer thunderstorm season. The data indicates that approximately one-half of the annual precipitation total falls during July, August, and September. Most of the winter precipitation occurs as snow. Based on mean snowfall estimates for nearby locations, including Crownpoint, and on actual 1975 snowfall amounts for Gallup and Chaco Canyon National Monument, the estimated yearly average snowfall for the project area is 26 inches.

Geology, Mineralization and Deposit

Regional Geologic Setting

Uranium mineralization within the Crownpoint Project areas are in the Grants Uranium Region. The Grants Uranium Region is located in northwestern New Mexico and is part of the Colorado Plateau physiographic province. The Grants Uranium Region has been a prolific producer of uranium in the United States (McLemore and Chenoweth, 1991). With production as early as 1948, over 347 million lbs U₃O₈ has been produced from the region mainly during the years 1953 through 1990.

Regional subsidence has preserved about 3,000 feet of Triassic, Jurassic, and Cretaceous Sediments in the San Juan Basin. Stratigraphically, this series of sediments accumulated as a major transgressive sequence. The Triassic dominantly contains aeolian massive cross-bedded dune sands that continued into the early Jurassic period. In the late Jurassic, major uplifts occurred to the west in the vicinity of the present Mogollon rim of Arizona causing deposition of massive arkosic, alluvial-fan deposits across northeastern Arizona and into northwestern New Mexico.

The Westwater Canyon member of the Morrison formation contains the majority of uranium deposits in the region and was emplaced during this type of depositional regime. During deposition of this regional alluvial-fan, abundant volcanic activity also occurred which were deposited as interbedded tufts over the entire area of the San Juan Basin. At the beginning of the Cretaceous, a major subsidence occurred throughout the Rocky Mountain Geosyncline and Cretaceous seas that transgressed the Jurassic continental deposits. During the Jurassic period abundant vegetation was present. Decay of vegetation produced humic and fulvic acids, which then migrated and were concentrated in channel sands upon burial. In addition to the vegetal material, volcanic tufts that were deposited within the sands yielded uranium into the groundwater. Where reductants and humate concentrated, uranium was reduced, adsorbed, and precipitated from the groundwater resulting in the concentration of mineralization.

Through subsequent uplift and remobilization of groundwater, oxidized solutions re-mobilized the uranium in and concentrated it into rolls or stacked mineralized zones during both the Cretaceous and Tertiary. The Westwater Canyon Member shows a regional pattern of alteration from hematite at a distance from the redox front to limonite in proximity to the front, and finally pyrite at and behind the front.

Structure

The sedimentary rocks of the San Juan Basin form a gently dipping monocline in the Grants-Gallup area known as the Chaco Slope (Brister and Hoffman, 2002). The beds generally dip to the north with localized variations due to undulations and minor deformation. The beds in the project area are gently dipping to the north. Stratigraphic correlations of drill logs, by the authors of the Crownpoint Technical Report, show the dip at both the Crownpoint and Hosta Butte areas to be about 3 degrees to the north northeast. There is a mapped fault in the extreme southeast portion of Section 3, T16N, R13W which displaces mineralization in the Hosta Butte area. No significant faulting was observed based on stratigraphic correlations in the Crownpoint area of the Crownpoint Project

Local Geology

Figure 2 – Geologic Map, shows the regional surficial geology in the vicinity of the Crownpoint Project. At both the Crownpoint and Hosta Butte area within the Crownpoint Project surficial exposures are Cretaceous in age. The Jurassic Morrison Formation, which is the primary uranium host, is found at depth within the immediate project area but is exposed approximately 25 miles to the south of Crownpoint.

Figure 2 Geological Map

Figure 3 – Type Log, shows the subsurface stratigraphy. This Type Log is from Section 24, T17N, R13W. The Cretaceous Mancos Shale Formation is exposed at the surface and persists to a depth of approximately 1,600 feet to the contact with the Cretaceous Dakota Formation. The Mancos Shale is dominantly a shale unit, but also contains sandstone and coal members.

The Cretaceous Dakota Formation overlies the Morrison Formation and consists of fine to medium grained, well sorted sandstone with siltstone and shale interbeds. The Formation is about 160 feet thick and occasionally hosts uranium mineralization (McCarn, 1997). Within the Crownpoint Project area the Dakota Formation unconformably overlies the Brushy Basin Shale Member of the Morrison Formation which in turn overlies the Westwater Canyon Member. The Type Log, Figure 2 shows the Brushy Basin is about 70 feet thick and consists mostly of mudstone with thin sandstone lenses.

The Westwater Canyon member of the Morrison Formation is the principal host of uranium mineralization in the vicinity of the Crownpoint Project. The Type Log, Figure 2, shows the Westwater Canyon to be approximately 360 feet thick. The Westwater Canyon member is conformably underlain by the Recapture Shale member of the Morrison Formation. Generally drilling within the Crownpoint Project extended into but did not fully penetrate the Recapture Shale.

The authors of the Crownpoint Technical Report reviewed the geologic and lithologic drill hole logs, as well as internal geologic reports and cross sections, for the Crownpoint and Hosta Butte areas of the Crownpoint Project. Based on this review the authors of the Crownpoint Technical Report concluded:

Mineralization

The mineral deposits at Crownpoint and Hosta Butte are roll-front deposits in which uranium mineralization is concentrated at the boundary of oxidized and reduced sandstone units (i.e., redox front) within the host formation. The Crownpoint and Hosta Butte areas occur along sub-parallel redox fronts within the Westwater Canyon and are separated by 2 to 3 miles in which the Westwater Canyon is characteristically oxidized and absent mineralization. Mineralization is locally controlled by stratigraphic variations in the individual zones affecting permeability and consequent ground water flow and geochemical conditions relating to the presence or absence of reluctant.

Figure 3 Type Log

Crownpoint Area

The Crownpoint database represents down hole data from a total of 482 drill holes of which 93 are barren and the remaining 389 drill holes contain mineralization above the minimum cutoff of 0.02 % eU₃O₈. Within the 389 mineralized drill holes, 873 individual intercepts were present. Figure 4 – Crownpoint Drill Hole and Cross Section Location Map, shows the surface or plan location of drill holes within the Crownpoint area of the Project along with the location of selected cross sections which display the subsurface geology and mineralization in profile.

The historic database, used as the primary data source, consists of eU₃O₈ radiometric data by half foot increments which was originally developed by Conoco and has been verified by the authors of the Crownpoint Technical Report. For the mineral resource model and estimation, the data was screened. Mineralized intercepts were diluted to a minimum thickness of 2 feet. After dilution only those intercepts having minimum grade of 0.02 % eU₃O₈ and a minimum GT of 0.10 were used in the estimation. A summary of mineralization reflected in the drill holes follows.

Mineralization Thickness and Grade

Crownpoint mineralized thickness ranges from the minimum of 2 feet to over 40 feet. Average thickness of all intercepts was 7.6 feet. Average GT of all intercepts was 0.77 ft%. Grade varies from the minimum grade cutoff of 0.02 % eU₃O₈ to a maximum grade by intercept of 0.38 % eU₃O₈. However, individual half foot grades did exceed 2% eU₃O₈. Individual mineralized trends may persist for several thousand feet with trend width typically in the range from 100 up to 400 feet.

Mineralization in Section 24, T17N, R13W, occurs in all four of the major zones within the Westwater Canyon.

Mineralization in Section 19, T17N, R12W, occurs within the B, C, and D zones.

Mineralization in Section 29, T17N, R12W, occurs in all four of the major zones within the Westwater Canyon.

Figure 4 – CP Drill Hole Location Map

Hosta Butte Area

The Hosta Butte database set represents down hole data from a total of 135 drill holes. Of those 135 drill holes 42 were barren and 93 of the drill holes contained mineralization meeting cutoff criteria as described for the Crownpoint area. Within the 93 mineralized drill holes, 155 individual intercepts were present.

Mineralization Thickness and Grade

Hosta Butte mineralized thickness ranges from the minimum of 2 feet to over 33 feet. Average thickness of all intercepts was 7.4 feet. Average GT of all intercepts was 0.83 ft%. Grade varies from the minimum grade cutoff of 0.02 % eU₃O₈ to a maximum grade by intercept of 0.52 % eU₃O₈. However, individual half foot grades did exceed 2% eU₃O₈. Individual mineralized trends may persist for 2,000 thousand feet or more along trend with a width typically in the range of 100 to 300 feet.

Mineralization in Section 3, T16N, R13W, occurs in the B, C, and D zones within the Westwater Canyon.

Additional Areas of Mineralization - Hosta Butte Sections 9 and 11, T16N, R13W

Drilling on Sections 9 and 11 demonstrate the presence of uranium mineralization, but these areas are not yet adequately defined to support a CIM compliant mineral resource estimate. However, drill data from these sections do demonstrate that the host formation, the Westwater Canyon member of the Morrison Formation, is present and gamma anomalies are present in both sections. Of the 14 holes for which data is available for Section 9, T16N, R13W, 6 have anomalous mineralization in some cases up to 10 feet thick, however, the highest grade encountered was 0.029 % eU₃O₈.

On Section 11, T16N, R13W, data is available from 31 drill holes that shows:

Deposit Types

Mineral deposits within the project area have been described in the literature as re-distributed uranium mineralization, secondary, and roll-type uranium mineralization. (McLemore, 2010). Mineralization is discordant, asymmetrical, and irregularly shaped and is typically elongated parallel to depositional features. Varying rates of ground water flow controlled by sedimentary facies changes in each stratigraphic zone in the Westwater Canyon produced staked mineralized zones near one another, but not necessarily vertically above or below one another (Peterson, 1980). Mineralization may be found as irregular pods or as the classic c-shaped roll-fronts as depicted in the following figure.

Figure 4 – Typical Roll Front (From McLemore, 2010)

Referring to Figure 4 (McLemore and Chenoweth, 1991), oxidation and reduction zones are shown for the project area in general and the Crownpoint and Hosta Butte areas specifically. In the intervening area between the Crownpoint and Hosta Butte mineralization the host formation is oxidized. The Crownpoint and Hosta Butte mineralization occurs along separate redox fronts which are sub-parallel to one another and trending generally from southeast to northwest.

Permitting and Licensing

The Atomic Energy Act and Licensing

The NRC is the primary regulatory authority over uranium recovery operations throughout the State of New Mexico, including ISR operations. In 1954, Congress, through the Atomic Energy Act of 1954 (“AEA”), empowered the Atomic Energy Commission (“AEC”), now NRC, to regulate AEA materials (i.e., source, byproduct, and special nuclear materials). Under its AEA authority, the AEC/NRC promulgated 10 C.F.R. Part 40 and, later, Appendix A to Part 40 to implement a regulatory program for uranium recovery operations. At the time of Appendix A’s issuance, conventional mining techniques (underground and open pit) were assumed to be the primary source of uranium production in the United States, and Appendix A was written to reflect that assumption. As ISR techniques have become the prevalent form of uranium recovery in the United States, the NRC has applied relevant portions of Appendix A to ISR licensing as “relevant and appropriate”. ISR uranium recovery licensees also are required to comply with relevant 10 C.F.R. Part 20 radiation protection standards.

Portions of the Project are included within NuFuels’ Source Materials License SUA-1580 for the in-situ recovery (ISR) of uranium which was issued by the US Nuclear Regulatory Commission (NRC) in January 1988. The portion of the Crownpoint Project that is within the SUA-1580 license area includes Crownpoint: all the Section 24, T17N, R13W; all of the Section 29, T17N, R13W; and the SW1/4 of the Section 19, T17N, R13W mineral holdings. Both ISR operations and a central processing facility are licensed at the Crownpoint location. None of the Hosta Butte mineral holdings are within the SUA-1580 license area. If enCore were to operate any form of uranium recovery facility, they would be required to obtain a Source Materials License from the NRC and an aquifer exemption.

As part of the NRC licensing process, an Environmental Impact Statement (EIS), (NUREG -1580, 1997) was completed that included the Crownpoint area. The NuFuels’ license area is located on private lands, federal mining claims, Allotted and surface Trust land, so both the Bureau of Land Management (BLM) and Bureau of Indian Affairs (BIA) were cooperating agencies with respect to the Crownpoint EIS.

The license and EIS were litigated through courts ending in the 10^th Circuit Court of Appeals which upheld the license. Ultimately the opponents petitioned the US Supreme Court. The Supreme Court denied the opponents' petition to review the March 2010, 10^th Circuit Court of Appeals' ruling. This upheld HRI’s (i.e., NuFuels’) NRC license to conduct ISR uranium mining at the Churchrock/Crownpoint project on November 15, 2010.

Safe Drinking Water Act UIC Permits and Aquifer Exemptions

Underground injection is defined in 40 C.F.R. § 146.3 as “the subsurface emplacement of fluids through a bored, drilled or driven well ....”. Thus, all ISR uranium recovery injection well activities are included. To assure ground water protection, a federal Underground Injection Control (UIC) Program was established under the authority and standards of the federal Safe Drinking Water Act (SDWA) of 1974. This federal program establishes minimum requirements for effective state UIC Programs.

To avoid the burden of dual federal and state (or Indian tribal) regulation, the SDWA allows for the permits issued by the UIC regulatory programs of states and Indian tribes determined eligible for treatment as states to suffice in place of a UIC permit required under the SDWA. States that USEPA has determined to have regulations, laws, and resources in place that meet the federal requirements are referred to as Primacy States. These Primacy States are authorized to run the UIC Program and a UIC permit from a state with primacy suffices in lieu of an EPA-issued permit on the condition the EPA grants, upon request by the permitting state, an aquifer exemption modifying the permitting state’s UIC program. New Mexico has been granted primacy for their UIC program and NMED has jurisdiction under the New Mexico Water Quality Act to regulate UIC activities.

The New Mexico Environmental Department (NMED) administers the EPA approved state UIC program and there the UIC permit is also referred to as a Discharge Plan (DP). The DP assures site-specific compliance with the Ground and Surface Water Quality Regulations. Section 24, T17N, R13W is private land and would require a DP from the NMED.

The Navajo Nation claims regulatory jurisdiction over a significant portion of the Company’s property. The Navajo Nation has been determined eligible for treatment as a state but has not submitted a UIC Class III program for EPA approval. As such, an operator would need to submit a UIC permit application directly to EPA. Despite procedural differences, the substantive requirements of the EPA UIC permit review is very similar to the NM ED. All properties in the Project excluding Crownpoint Section 24, T17N, R13W would require EPA UIC permits.

A USDW is defined as an aquifer, or portion thereof, which serves as a source of drinking water for human consumption or contains enough water to supply a public water system. A USDW also is defined to contain fewer than 10,000 mg/liter of total dissolved solids. Within this definition, however, some aquifers or portions of aquifers, which can meet the broad regulatory definition of a USDW, may not reasonably be expected to serve as a current or future source of drinking water. As a result, the UIC program regulations allow EPA to exempt mineralized portions of an aquifer from delineation as a USDW and allow for injection into such aquifers or portions thereof.

The USEPA must approve an Agreement States application for aquifer exemption designation for each mine site before any ISR recovery can occur. If a permittee wishes to inject into a USDW for the purpose of recovering minerals (e.g., uranium), a demonstration must be made that the proposed aquifer meets the exemption criteria of 40 C.F.R. 146.4. All properties within the Project would require an Aquifer Exemption from the USEPA.

Before their NRC-licensed ISR uranium recovery operations can commence at any site, a licensee must have obtained a UIC permit and an aquifer exemption for the aquifer or portion of the aquifer wherein ISR mining operations will occur. No UIC permits or Aquifer Exemptions have currently been issued for the Project.

Underground injection is defined in 40 C.F.R. § 146.3 as “the subsurface emplacement of fluids through a bored, drilled or driven well ....”. Thus, all ISR uranium recovery injection well activities are included. To assure ground water protection, a federal Underground Injection Control (UIC) Program was established under the authority and standards of the federal Safe Drinking Water Act (SDWA) of 1974. This federal program establishes minimum requirements for effective state UIC Programs.

To avoid the burden of dual federal and state (or Indian tribal) regulation, the SDWA allows for the permits issued by the UIC regulatory programs of states and Indian tribes determined eligible for treatment as states to suffice in place of a UIC permit required under the SDWA. States that USEPA has determined to have regulations, laws, and resources in place that meet the federal requirements are referred to as Primacy States. These Primacy States are authorized to run the UIC Program and a UIC permit from a state with primacy suffices in lieu of an EPA-issued permit on the condition the EPA grants, upon request by the permitting state, an aquifer exemption modifying the permitting state’s UIC program. New Mexico has been granted primacy for their UIC program and NMED has jurisdiction under the New Mexico Water Quality Act to regulate UIC activities.

The New Mexico Environmental Department (NMED) administers the EPA approved state UIC program and there the UIC permit is also referred to as a Discharge Plan (DP). The DP assures site-specific compliance with the Ground and Surface Water Quality Regulations. Section 24, T17N, R13W is private land and would require a DP from the NMED.

The Navajo Nation claims regulatory jurisdiction over a significant portion of enCore’s property. The Navajo Nation has been determined eligible for treatment as a state but has not submitted a UIC Class III program for EPA approval. As such, an operator would need to submit a UIC permit application directly to EPA. Despite procedural differences, the substantive requirements of the EPA UIC permit review is very similar the NM ED. All properties in the Crownpoint Project excluding Crownpoint Section 24, T17N, R13W would require EPA UIC permits.

A USDW is defined as an aquifer, or portion thereof, which serves as a source of drinking water for human consumption or contains enough water to supply a public water system. A USDW also is defined to contain fewer than 10,000 mg/liter of total dissolved solids. Within this definition, however, some aquifers or portions of aquifers, which can meet the broad regulatory definition of a USDW, may not reasonably be expected to serve as a current or future source of drinking water. As a result, the UIC program regulations allow EPA to exempt mineralized portions of an aquifer from delineation as a USDW and allow for injection into such aquifers or portions thereof.

The USEPA must approve an Agreement States application for aquifer exemption designation for each mine site before any ISR recovery can occur. If a permittee wishes to inject into a USDW for the purpose of recovering minerals (e.g., uranium), a demonstration must be made that the proposed aquifer meets the exemption criteria of 40 C.F.R. 146.4. All properties within in the Crownpoint Project would require an Aquifer Exemption from the USEPA.

Before their NRC-licensed ISR uranium recovery operations can commence at any site, a licensee must have obtained a UIC permit and an aquifer exemption for the aquifer or portion of the aquifer wherein ISR mining operations will occur. No UIC permits or Aquifer Exemptions have currently been issued for the Crownpoint Project.

Clean Air Act

The New Mexico Environment Department, under the federal Clean Air Act and delegation from EPA, has a permit required from the Air Quality Bureau (AQB). The AQB has authority over air quality in all New Mexico except facilities on Tribal Lands. ISR facilities do not have the potential to create large amounts of fugitive dust or the emission of hazardous air pollutants. However, prior to construction a notice of intent would need to be filed with the Air Quality Bureau for review to assure that a permit is not required. Similar air quality permit requirements would be required by the Navajo Nation for all areas within the Crownpoint Project excluding Section 24, T17N, R13W.

Surface Rights

Much of the surface and mineral estates are separate at both the Hosta Butte and Crownpoint properties of the Project. Excluding Crownpoint Section 24, T17N, R13W, the surface at the Project is owned by the U.S. government in trust for the Navajo Nation. Access and surface use for trust land will require a permit from the BIA as provided for in 25 CFR Part 169 of their regulations. Being a federal government action, like the NRC licensing process, the BIA permitting process would be subject to NEPA.

Water Rights

Under New Mexico law, new water rights are initiated, or existing water rights are changed in point of diversion, or in purpose or place of use, under the administrative authority of the Office of the State Engineer (“OSE”). Water rights for the purpose of conducting ISR operations have been granted to NuFuels for the Section 24, T17N, R13W portion of the Crownpoint area. OSE water rights are not required for all other properties within the Crownpoint Project.

Exploration

To the authors of the Crownpoint Technical Report’s knowledge, no relevant exploration work has been conducted on the property in recent years. In the Crownpoint Project area uranium mineralization is at depths more than 1,500 feet from the surface. The deposition of mineralization is stratigraphically and geochemically controlled. These depositional characteristics are not easily discoverable at depth by other exploration techniques other than drilling.

The Company has not completed any added drilling or other form of exploration on the Crownpoint Project.

Drilling

No Drilling has been conducted on the Crownpoint Project by the Company or on its behalf.

Data available for the preparation of this report included historic data developed by previous owners of the property, predominantly Conoco Minerals Corp. in the 1970’s. This data was verified by the authors of the Crownpoint Technical Report and is considered reliable for the purposes of estimating mineral resources.

Drilling within the Crownpoint area focused on portions of three sections 19 and 29, T17N, R12W and Section 24 T17N, R13W. Within the Crownpoint area 482 rotary drill holes and 37 core holes were completed. Refer to Figure 3.

Drilling within the Hosta Butte area also included three sections, 3, 9, and 11, T16N, R13W. However, the drilling at Hosta Butte focused primarily on Section 3 with 133 rotary holes and 2 cores holes completed. In Sections 9 and 11, T16N, R13W, 14 rotary drill holes and 32 rotary drill holes were completed, respectively.

All drill holes, rotary and core, were logged with downhole geophysical logging equipment for natural gamma, resistivity, and spontaneous self-potential (SP). It is standard practice to derive equivalent uranium values from natural gamma geophysical logs. The Department of Energy maintains standard calibration facilities for this purpose in Grand Junction, Colorado, Casper, Wyoming, and Grants, New Mexico.

Select intervals in the core holes were selected for chemical assay. Sample handling and analytical procedures employed for core samples are described in Section 11 of this report. Portions of the cores have been preserved and have been donated to the Core Research Center (CRC) of the United States Geological Survey (USGS) located at the Denver Federal Center, Denver, Colorado. Select cores were examined by the author of the Crownpoint Technical Report in preparation of this report, as discussed in the Technical Report.

All drilling was vertical. The formation is relatively flat lying (refer to Section 7) dipping at about 3 degrees to the north northeast. Downhole drift surveys were completed on most of the drill holes and were reviewed by the authors of the Crownpoint Technical Report. Generally, the drill holes tended to drift slightly to the south southwest and perpendicular to the regional dip. The maximum downhole drift observed in review of the drill data was approximately 30 feet in holes completed to approximately 2,500 feet. True depth corrections were made in the drill hole data bases for the project areas. The depth correction was on the order of 10 feet for a 2,000-foot drill hole. Given that the drilling was vertical or near vertical and with a formational dip of 3 degrees or less the thickness of mineralization as measured from the geophysical logs is below 1 percent less the true thickness and was not corrected for while estimating mineral resources.

Crownpoint Area

The Crownpoint data set is composed of a total of 482 drill holes of which 93 are barren and the remaining 389 drill holes contain mineralization above the minimum cutoff. Within the 389 mineralized drill holes, 873 individual intercepts were present. Drill hole spacing within the areas of mineral resource were a nominal average of 150 feet. The historic database, used as the primary data source, consists of eU₃O₈ radiometric data by half foot increments which was originally developed by Conoco and has been verified by the authors of the Crownpoint Technical Report. The dataset was screened for the mineral resource estimation. Mineralized intercepts were diluted to a minimum thickness of 2 feet. Following dilution only those intercepts having minimum grade of 0.02 % eU₃O₈ and a minimum GT of 0.10 ft% were used in the estimation. A summary of mineralization reflected in the drill holes follows.

Mineralization Thickness and Grade

Crownpoint mineralized thickness ranges from the minimum of 2 feet to over 40 feet. Average thickness of all intercepts was 7.6 feet. Average GT of all intercepts was 0.77 ft%. Grade varies from the minimum grade cutoff of 0.02 % eU₃O₈ to a maximum grade by intercept of 0.38 % eU₃O₈. However, individual half foot grades did exceed 2% eU₃O₈. Individual mineralized trends may persist for several thousand feet along trend with a width typically in the range from 100 up to 400 feet.

Hosta Butte Area

The Hosta Butte data set is composed of a total of 135 drill holes. Of those 135 drill holes 42 were barren and 93 of the drill holes contained mineralization meeting cutoff criteria as described for the Crownpoint area. Within the 93 mineralized drill holes, 155 individual intercepts were present. Drill hole spacing within the areas of mineral resource were a nominal average of 250 feet.

Mineralization Thickness and Grade

Hosta Butte mineralized thickness ranges from the minimum of 2 feet to over 33 feet. Average thickness of all intercepts was 7.4 feet. Average GT of all intercepts was 0.83 ft%. Grade varies from the minimum grade cutoff of 0.02 % eU₃O₈ to a maximum grade by intercept of 0.52 % eU₃O₈. However, individual half foot grades did exceed 2 % eU₃O₈. Individual mineralized trends may persist for 2,000 thousand feet or more along the trend having a width typically in the range of 100 to 300 feet.

Additional Areas of Mineralization - Hosta Butte Sections 9 and 11, T16N, R13W

Drilling on Sections 9 and 11 demonstrate the presence of uranium mineralization, but these areas are not yet adequately defined to support a CIM compliant mineral resource estimate. However, drill data from these sections do demonstrate that the host formation, the Westwater Canyon member of the Morrison Formation, is present and gamma anomalies are present in both sections.

Sample Preparation, Analyses, and Security

The majority of the sample data available for the evaluation of resources for the Crownpoint Project is the historic geophysical log data. The original geophysical logs have been preserved and were reviewed by the authors of the Crownpoint Technical Report.

All drill holes, rotary and core, were logged with downhole geophysical logging equipment for natural gamma, resistivity, and spontaneous self-potential (SP). It is standard practice to derive equivalent uranium values from natural gamma geophysical logs. The Department of Energy maintains standard calibration facilities for this purpose in Grand Junction, Colorado, Casper, Wyoming, and Grants, New Mexico.

With respect to historic core handling procedures, written procedures for core handling and sample analysis were available along with the original core data records and assay sheets. The zones of interest within the recovered cores were determined by the geophysical logs and scanning of the cores with a scintillometer and then split core samples were taken for analysis. All the samples were assayed using either a Beta Gamma Scaler or an X-ray fluorescence spectrometer in-house at the mine site. Quality control of the on-site assay equipment was provided through an independent laboratory, Hazen Research, which completed fluorometric analysis of select samples including many of the higher-grade samples. Original assay sheets were available for 32 of the 39 cores holes.

Hazen Research (aka Hazen Analytical Laboratory) was then and is now a recognized laboratory of chemical analyses and metallurgical testing. They are an independent facility. The Hazen Analytical Laboratory holds certifications from various state regulatory agencies and from the US Environmental Protection Agency (EPA). According to their website, Hazen maintains a large stock of standard reference materials from the National Institute of Standards and Testing (NIST), the Canada Centre for Mineral and Energy Technology (CANMET), the EPA, and other sources. These materials are used to monitor the accuracy and precision of analytical results.

The great majority of the geophysical logs for Crownpoint were completed by Conoco Minerals using company owned and operated logging units. Less than 5% of the total logs were completed by Geoscience Logging, a commercial vendor. Conoco operated Mount Sopris logging units which were very common in the industry at the time exploration and development was active at these projects. Mount Sopris is still active in the industry as of February 2022. The author of the Crownpoint Technical Report, Beahm, worked for two separate major uranium producers in the 1970’s and 80’s who operated Mount Sopris equipment and is very familiar with their operation and calibration procedures. While at the site the author of the Crownpoint Technical Report, Beahm, met with a former operator of the logging units and discussed Conoco’s general procedures. The procedures included field calibration check of the equipment prior to the logging of each hole is documented on the logs. Routine calibration of the units was performed at the Grants, New Mexico facility operated by the Department of Energy (DOE). Full calibration of the units was done at the more extensive DOE facility in Grand Junction, Colorado. This was done whenever major changes were made to the units (new probes, cabling etc.). K factors, deadtimes and water correction factors were recorded on all the internal calculation sheets and many of the log sheets.

In the authors of the Crownpoint Technical Report’s opinion, the sample preparation, security, and analytical procedures are reliable and adequate.

Data Verification/ Quality Assurance and Quality Control

Crownpoint

Drill cores were donated to the USGS Core Research Center (CRC) located at the Denver Federal Center in Lakewood, Colorado. The author of the Crownpoint Technical Report, Beahm, visited the CRC on May 7, 2012 and reviewed the cores and selected 20 samples from core holes geographically distributed within the Project. The selected samples were sealed in plastic sample bags and labeled by hole, depth, and original sample number. A record of this information was also created. On the same day the samples taken the author of the Crownpoint Technical Report were shipped by Federal Express to Intermountain Labs (IML) in Sheridan, Wyoming for assay. PACE (aka IML) confirmed delivery with a chain of custody by noon the following day. IML is a certified laboratory according to the American Association for Laboratories Accreditation ISO/IEC 17025-2005, certification number 1971.01.

In addition to being able to examine the cores at the CRC, the author of the Crownpoint Technical Report was able to observe how the cores were preserved. Each half foot of core was sealed in plastic. The bags were labeled for each sample with hole number and depth and stored in core boxes each containing approximately 10 feet of core. The core boxes were also labeled as to hole number and depth. Lost core intervals were marked with wooden blocks which recorded the lost interval. In many of the mineralized zones the bulk of the core was consumed by metallurgical testing. For these portions of the core, approximately 100 grams of prepared sample was preserved in a re-sealable envelope. The envelopes were labeled with hole number and sample number. All sample numbers were unique.

Note that the availability of cores at the CRC can be searched on their website (https://www.usgs.gov/core-research-center). When doing this the core intervals which contained the mineralized zones are not listed. Special permission is needed to examine the cores in their “Hot Room” and access to this portion of the cores required knowledge of the specific zones of interest and the respective hole and core box number.

To independently verify the historic electronic database, a sampling of the geophysical logs, including all the core holes, was interpolated using the half amplitude method (Dodd, 1967). The tabulation and correlation shows the comparisons for 37 drill holes containing 104 mineralized intercepts. The correlation includes application of the appropriate K Factor, deadtime, and water factor. The results are predictable in that the half amplitude method more precisely defines the bed boundaries resulting in a lessor interpolated mineralized thickness than the computer routines. Both methods typically yield similar grade thickness (GT) and thus the half amplitude method has a slightly higher grade than the computer routine. The results for Crownpoint are that the independent analog interpretation yielded a total GT within 3% of the computer database. It is the author of the Crownpoint Technical Report’s conclusion that use of the database will result in an estimation of mineral resources with essentially the same mineral content but with higher tonnage and lower average grade than would be obtained if all data was interpolated form the original logs.

The authors of the Crownpoint Technical Report conclude that the electronic drill hole database available for the Crownpoint portion of the Project is reliable for the purpose of estimating mineral resources.

Hosta Butte

The majority of the geophysical logs for Hosta Butte were completed by Conoco Minerals using company owned and operated logging units. A limited number of logs were completed by Geoscience Logging, a commercial vendor, but they represent less than 5% of the total logs. Conoco operated Mount Sopris logging units which were very common in the industry at the time exploration and development was active at these projects. Mount Sopris is still active in the industry as of January 2022. The author of the Crownpoint Technical Report, Beahm, worked for two separate major uranium producers in the 1970’s and 80’s who operated Mount Sopris equipment and is very familiar with their operation and calibration procedures. While at the site the author of the Crownpoint Technical Report met with a former operator of the logging units and discussed Conoco’s general procedures. The procedures included: 1) field calibration check of the equipment prior to the logging of each hole as documented on the logs, 2) routine calibration of the units at the Grants, New Mexico facility operated by the Department of Energy (DOE), and 3) full calibration of the units at the more extensive DOE facility in Grand Junction, Colorado whenever major changes were made to the units (new probes, cabling etc.). K factors, deadtimes, and water factors were recorded on all the internal calculation sheets and on many of the log sheets.

To independently verify the historic electronic database, a sampling of the geophysical logs, including all the core holes, were interpolated using the half amplitude method (Dodd, 1967). The tabulation and correlation shows the comparisons for 20 drill holes containing 27 mineralized intercepts. The results are predictable in that the half amplitude method more precisely defines the bed boundaries resulting in a lessor interpolated mineralized thickness than the computer routines. Both methods typically yield similar grade thickness (GT) and thus the half amplitude method has a slightly higher grade than the computer routine. Initially the comparison was made using the appropriate corrections for K Factor, deadtime, and water factor. The initial results showed that the water factor had not been applied to the database. When the water factor was applied, the results for Hosta Butte show that the independent analog interpretation yielded a total GT within 1% of the computer database. It is the author of the Crownpoint Technical Report’s conclusion that use of the database should be adjusted for the appropriate water factor (1.12). With this correction, the estimation of mineral resources—with essentially the same mineral content—yields an increase to the total eU₃O₈ pounds and average grade.

The author of the Crownpoint Technical Report concludes that the electronic drill hole database available for the Hosta Butte portion of the Project is reliable for the purposes of estimating mineral resources.

Core Assays

Historic written procedures for core handling and sample analysis were available with the core data records. The cores were split through the zones of interest determined by the geophysical logs and scanning of the cores with a scintillometer. All the samples were assayed using either a Beta Gamma Scaler or an X-ray fluorescence spectrometer at the mine site. Quality control of the on-site assay equipment was provided through an independent laboratory, Hazen Research, which completed fluorometric analysis of select samples including many of the higher-grade samples. Original assay sheets were available for 32 of the 35 cores holes. Samples from rotary drilling were collected for the sole purpose of visual lithological logging. Such samples are not suitable for assaying.

The author of the Crownpoint Technical Report, Beahm, visited the CRC on May 7, 2012, and reviewed the cores and selected 20 samples from core holes geographically distributed within the Crownpoint Project. The selected samples were sealed in plastic sample bags and labeled by hole, depth, and original sample number and sent to a certified lab, IML Sheridan, Wyoming, for analysis. Confirmatory results show higher assay values than the historic results. The author of the Crownpoint Technical Report concluded that while the confirmatory data would support a positive adjustment in estimated grade of uranium. However, the use of the historic core assay data is recommended as a conservative, reasonable, and reliable for the purposes of estimating mineral resources for the Crownpoint Project.

Density

In the experience of the author of the Crownpoint Technical Report, bulk unit weights in sandstone hosted uranium deposits in the Colorado Plateau typically range from 14 cubic feet per ton to 17 cubic feet per ton. In 2012, a bulk unit weight of 16 cubic feet per ton or 2.439 tons per cubic meter was assumed for mineral resource calculations of the Crownpoint and Hosta Butte Uranium Project. This assumption was thought to be conservative and was based on data from feasibility studies prepared by previous operators of the Crownpoint Project but was not independently confirmed other than to review the density data available from the core drilling.

A unit weight of 15 cubic feet per ton, or 2.286 tons per cubic meter, was used in 2018 by Laramide Resources Ltd. to evaluate the adjacent Crownpoint Uranium Project (Mathisen 2018). The author of the Crownpoint Technical Report has reviewed the November 2018 technical report by Laramide and concurs that a unit density of 15 cubic feet per ton is a reasonable value for resource calculations of this Project. The unit is well supported in the adjacent property and is reasonable based past mining experience with similar sandstone hosted uranium deposits. As such, 15 cubic feet per ton or 2.287 tons per cubic meter was used in the calculation of the resources for the Technical Report.

Summary

The author of the Crownpoint Technical Report has reviewed the historic procedures followed by the previous operator of the project, Conoco Minerals, including procedures for rotary and core drilling, geophysical logging and log interpretation, sampling, and assays. In addition, the author of the Crownpoint Technical Report has reviewed and verified the work product that was developed for the project including the original geophysical and lithologic logs, sampling records, and original core assay records. It is the author of the Crownpoint Technical Report’s opinion that the procedures, practices, and analytical equipment utilized and/or employed on the Crownpoint Project were consistent with the general industry standards and practices at that time. The author of the Crownpoint Technical Report further concluded that the data utilized in the Technical Report is accurate and reliable for the purposes of the Technical Report.

Mineral Processing and Metallurgical Testing

The author of the Crownpoint Technical Report has reviewed the historical metallurgical testing and the location of the core holes in the Crownpoint portion of the project and can conclude that the core holes were located such as to reflect the geographical distribution of the mineralization and adequately represent the deposit.

Acid Leach

Metallurgical test results are only available for the Crownpoint portion of the project. The author of the Crownpoint Technical Report is not aware of metallurgical test results for the Hosta Butte portion of the project.

The metallurgical testing of Crownpoint was performed by Hazen Research of Golden, Colorado. In the author of the Crownpoint Technical Report’s opinion, Hazen Research is a reputable firm who was then and is still recognized as one of the premier metallurgical research and testing facilities in the US. Leaching was tested under a variety of conditions primarily with sulfuric acid as the leaching agent. Residual or non-soluble uranium in the test sample assays for 16 separate tests ranged from 0.0007 to 0.024 % U₃O₈ resulting in recoveries ranging from as high as 99.6 % to a low of 87.6%. The testing concluded that the mineralized material is very amenable to acid leaching and estimated that recoveries would exceed 96%. The reports did not identify any deleterious elements or constituents that could have a material effect on the economic extraction of uranium by acid leaching. Sulfuric acid consumption was relatively low at approximately 65 pounds per ton.

All data with respect to metallurgical testing is of a historic nature and/or may be implied by results from adjacent properties and cannot be directly verified by the author of the Crownpoint Technical Report. However, the author of the Crownpoint Technical Report is familiar with the testing procedures followed and with the independent facilities that completed the testing. As such, the author of the Crownpoint Technical Report concludes that the data is reliable for the purposes of this report.

Alkaline Leach

The viability of alkaline ISR recovery was evaluated by Mobil Exploration and Production Corp. through several tests and a pilot plant located about 3.8 miles northwest of the Company’s Sec 24 T17N R13W portion of its Crownpoint uranium deposit (Vogt, 1984). Following the detailed laboratory testing the pilot plant was successful in producing uranium at a rate that compares favorably with similar current ISL projects. The results of the pilot project demonstrated that the Westwater sandstone hosted uranium mineralization are amenable to alkaline leach chemistry for uranium recovery.

As part of its 1990-1991 ISR-mine permitting work, URI, the parent company of URI, Inc., conducted core drilling across the SE ¼ of Section 24 property. Drill core was studied to determine physical characteristics of the rock, as well as demonstrate the amenability of the mineralized sandstone to ISR of uranium and to determine leach chemistry and expected recovery rates. Testing was also completed to demonstrate that the groundwater could be restored to pre- mining conditions.

Tests were conducted on one cored hole, DH-24-CP8 (4.71/99.45) recovered from the mineralized Jmw-B sand from the Westwater Member of the Jurassic Morrison Formation. Core tests were performed by Hazen Research Inc. of Golden, Colorado, to predict which ions and trace elements would be elevated during recovery operations. Two column leach tests were performed on core from CP-8 by URI’s laboratory in Kingsville, Texas: one at a rate simulating actual leachate flow rates and the other at an accelerated leachate flow rate; and the analytical work was performed by Jordan Laboratories of Corpus Christi, Texas. Water utilized in the leach tests was recovered from aquifers containing uranium mineralization.

Results of the core and leach studies indicate that the Crownpoint deposits are amenable to ISR techniques utilizing the local groundwater fortified with oxygen, sodium bicarbonate (NaHCO₃), and hydrogen peroxide (H₂O₂) leach solutions. (Mathisen, 2018)

At the conclusion of the leaching phase, a restoration test was undertaken. A simulated reverse osmosis test was completed and showed that common ions, including HCO₃, Cl and Ca, as well as conductivity, were readily restored to baseline drinking water standards.

Moreover, results of the core and leach studies indicate that the Crownpoint deposits are amenable to ISR techniques utilizing the local groundwater fortified with oxygen, sodium bicarbonate (NaHCO₃), and hydrogen peroxide (H₂O₂) leach solutions.

The data and test results of URI’s alkaline leach testing are of a historic nature and have not been inspected or verified by the Company or the author of the Crownpoint Technical Report of this technical report. The reader should be cautious as there are no assurances the results of the testing will provide for economic recovery of uranium from the Company’s Crownpoint property. However, these results do affirm the conclusions of the pilot ISR project operated by Mobil Exploration and Production in Section 9 (Vogt, 1984).

Mineral Resource Estimates

The mineral resource estimation by geological interpretation methodology described herein have been employed by the author of the Crownpoint Technical Report for similar projects within sandstone hosted uranium mineralization, while working at operating mines with similarly hosted uranium mineralization. The primary method utilized in estimating uranium mineral resources is the GT contour method which is the CIM method recommended for sandstone hosted deposits such as those within the Project.

The Crownpoint Project is within a well-known mining district. The previous owner had sunk underground shafts and was prepared to start operations in the 1980’s when the commodity price fell sharply. Currently, portions of the Crownpoint Project are within NuFuels’ licensed area for ISR. Although some local opposition is expected, the author of the Crownpoint Technical Report is not aware of any factors including environmental, permitting, taxation, socio-economic, marketing, political, or other factors which would materially affect the mineral resource estimate, herein.

The estimate of mineral resources includes the Crownpoint area located in portions of Sections 24, Township 17 North, Range 13 West; Sections 19 and 29, Township 17 North, Range 12 West; and the Hosta Butte area Sections, 3, 9, and 11, Township 16 North, Range 13 West. For the Hosta Butte area mineral resources are calculated only for Section 3. Drilling on Sections 9 and 11 demonstrate the presence of uranium mineralization but these areas are not yet adequately defined to support a CIM compliant mineral resource estimate.

Mineral Resource Summary

The mineral resource calculations presented herein have been completed in accordance with CIM Standards and SK 1300 regulations. Based on the drilling density, the apparent continuity of the mineralization along trends, geologic correlation and modeling of the deposit, the mineral resource estimate herein meets CIM criteria as an Indicated Mineral Resource. This tabulation shows the total Indicated Mineral Resource and the portion thereof controlled by the Company, i.e., 100% of Hosta Butte and Crownpoint Sections 19 and 29, and 60% of Crownpoint SE ¼ of Section 24. The quantity of Indicated Mineral Resource at a 0.02% eU3O8 grade cutoff and 0.1, 0.25, and 0.5 ft% GT cutoffs is provided in Table 14.3 to illustrate the effect of varying cutoffs. The Indicated Mineral Resource estimate at a 0.02% eU3O8 grade cutoff and variable GT cutoffs, 0.1, 0.25, and 0.5 ft% GT, is provided in Table 14.3, to illustrate the sensitivity of GT cutoff on the estimate. Although each GT cutoff scenario has reasonable prospects of economic extraction the 0.50 ft% GT cutoff for the Indicated Mineral Resource is recommended by the authors of the Crownpoint Technical Report, based upon typical US ISR industry practices. Estimated Indicated Mineral Resources at a 0.02% eU3O8 grade cutoff and 0.50 ft% GT are summarized in Table 2. A discussion of individual resource areas follows. For the summary, only the preferred cutoff criteria is shown.

Table 2 – Total Indicated Mineral Resources

*GT cutoff: Minimum Grade (% eU₃O₈) x Thickness (Feet) for Grade > 0.02 % eU₃O₈.

Notes:

1. S-K 1300, NI 43-101, and CIM definitions were followed for definition of Mineral Resources.

2. In Situ Mineral Resource are estimated at minimum GT cut-off of 0.50.

3. Mineral Resources are estimated using a long-term Uranium price of US$83 per pound.

4. Bulk density is 15 ft³/ton.

5. Metallurgical Recovery 80%.

6. Estimated grades are based on ISR recovery.

7. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.

8. Numbers may not add due to rounding.

9. Pounds and tons as reported are rounded to the nearest 1,000.

10. Mineral Resource estimate prepared by Carl Warren with an effective date of February 25, 2025.

11. To the author of the Crownpoint Technical Report’s knowledge, there are no known legal, political, environmental, or other risks that could materially affect the potential development of the mineral resources, other than the noted potential for local opposition.

In addition to the above Indicated Mineral Resource, Inferred Mineral Resources may be projected, primarily as extensions of the Indicated Mineral Resource, along the geologic trends of the mineralization. By CIM definition, Inferred Mineral Resources are the part of a Mineral Resource for which quantity and grade, or quality can be calculated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. Based on the drill density, the apparent continuity of the mineralization along trends, geologic correlation and modeling of the deposit, the following Mineral Resource calculation meets CIM criteria as an Inferred Mineral Resource. The quantity of Inferred Mineral Resource is projected at a 0.02% eU₃O₈ grade cutoff and estimated at 0.1, 0.25, and 0.5 ft% GT cutoffs using the sensitivity analyses of the indicated portions of the resource. A summary of total Inferred Mineral Resource for the preferred scenario is provided in Table 3. This tabulation shows the total Inferred Mineral Resource and the portion thereof controlled by the Company, i.e., 100% of Hosta Butte and Crownpoint Sections 19 and 29, and 60% of Crownpoint SE ¼ of Section 24. A discussion of individual resource areas follows. The Inferred Mineral Resource tabulation was completed at a grade cutoff of .02 % eU₃O₈ and a GT cutoff of 0.50 ft%. The authors of the Crownpoint Technical Report expect that the majority of the Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with additional drilling, however, it is not certain that additional exploration will result in discovery of an economic mineral resource on the property and/or demonstrate the continuity of mineralization within the areas of inferred mineral resources necessary for these areas to be classified as indicated mineral resources.

Table 3 – Total Inferred Mineral Resources

*GT cutoff: Minimum Grade (% eU₃O₈) x Thickness (Feet) for Grade > 0.02 % eU₃O₈.

Notes:

1. S-K 1300, NI 43-101, and CIM definitions were followed for definition of Mineral Resources.

2. In Situ Mineral Resource are estimated at minimum GT cut-off of 0.50.

3. Mineral Resources are estimated using a long-term Uranium price of US$83 per pound.

4. Bulk density is 15 ft³/ton.

5. Metallurgical Recovery 80%.

6. Estimated grades are based on ISR recovery.

7. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.

8. Numbers may not add due to rounding.

9. Pounds and tons as reported are rounded to the nearest 1,000.

10. Mineral Resource estimate prepared by Carl Warren with an effective date of February 25, 2025.

11. To the author of the Crownpoint Technical Report’s knowledge, there are no known legal, political, environmental, or other risks that could materially affect the potential development of the mineral resources, other than the noted potential for local opposition.

Crownpoint Area

Mineral resources were calculated by stratigraphic horizon referred in this report as zones, based on geologic interpretation and correlation. These resources are reported at various cutoff grades for Indicated Mineral Resources, to illustrate the effect of varying cutoffs on the mineral resource. The preferred cutoff of 0.50 ft% GT is shaded in each table. The Indicated and Inferred Mineral Resource quantities for the Crownpoint Area of the Crownpoint Project are presented in Tables 4 and 5 for Total Indicated and Inferred Mineral Resources, respectively. Which is inclusive of the 40% undivided interest in Crownpoint SE ¼ of Section 24 that is not controlled by the Company.

Table 4 – Indicated Mineral Resources Crownpoint Area

Notes:

1. S-K 1300, NI 43-101, and CIM definitions were followed for definition of Mineral Resources.

2. In Situ Mineral Resource are estimated at minimum GT cut-off of 0.50.

3. Mineral Resources are estimated using a long-term Uranium price of US$83 per pound.

4. Bulk density is 15 ft³/ton.

5. Metallurgical Recovery 80%.

6. Estimated grades are based on ISR recovery.

7. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.

8. Numbers may not add due to rounding.

9. Pounds and tons as reported are rounded to the nearest 1,000.

10. Mineral Resource estimate prepared by Carl Warren with an effective date of February 25, 2025.

11. To the author of the Crownpoint Technical Report’s knowledge, there are no known legal, political, environmental, or other risks that could materially affect the potential development of the mineral resources, other than the noted potential for local opposition.

Table 5 – Inferred Mineral Resources Crownpoint Area

Notes:

1. S-K 1300, NI 43-101, and CIM definitions were followed for definition of Mineral Resources.

2. In Situ Mineral Resource are estimated at minimum GT cut-off of 0.50.

3. Mineral Resources are estimated using a long-term Uranium price of US$83 per pound.

4. Bulk density is 15 ft³/ton.

5. Metallurgical Recovery 80%.

6. Estimated grades are based on ISR recovery.

7. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.

8. Numbers may not add due to rounding.

9. Pounds and tons as reported are rounded to the nearest 1,000.

10. Mineral Resource estimate prepared by Carl Warren with an effective date of February 25, 2025.

11. To the author of the Crownpoint Technical Report’s knowledge, there are no known legal, political, environmental, or other risks that could materially affect the potential development of the mineral resources, other than the noted potential for local opposition.

Hosta Butte Area

Mineral resources were calculated by zone or horizon, based on geologic interpretation and correlation. Mineral resources are reported at various cutoff grades for Indicated Mineral Resources, to illustrate the effect of varying cutoff on the mineral resource. The preferred cutoff of 0.50 ft% GT is shaded in the respective tables. The Inferred and Indicated Mineral Resources tabulated for the Hosta Butte Area of the Project are presented in Tables 6 and 7 for Indicated and Inferred Mineral Resources, respectively. These Indicated and Inferred Mineral Resource quantities are the subject of the independent “Mineral Resource Audit – Crownpoint and Hosta Butte Uranium Project, McKinley County, New Mexico, USA” dated January 17, 2022. Inferred Mineral Resources are reported only at the 0.10 ft% GT cutoff.

Table 6 – Indicated Mineral Resources Hosta Butte Area

Notes:

1. S-K 1300, NI 43-101, and CIM definitions were followed for definition of Mineral Resources.

2. In Situ Mineral Resource are estimated at minimum GT cut-off of 0.50.

3. Mineral Resources are estimated using a long-term Uranium price of US$83 per pound.

4. Bulk density is 15 ft³/ton.

5. Metallurgical Recovery 80%.

6. Estimated grades are based on ISR recovery.

7. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.

8. Numbers may not add due to rounding.

9. Pounds and tons as reported are rounded to the nearest 1,000.

10. Mineral Resource estimate prepared by Carl Warren with an effective date of February 25, 2025.

11. To the author of the Crownpoint Technical Report’s knowledge, there are no known legal, political, environmental, or other risks that could materially affect the potential development of the mineral resources, other than the noted potential for local opposition.

Table 7 – Inferred Mineral Resources Hosta Butte Area

Notes:

1. S-K 1300, NI 43-101, and CIM definitions were followed for definition of Mineral Resources.

2. In Situ Mineral Resource are estimated at minimum GT cut-off of 0.50.

3. Mineral Resources are estimated using a long-term Uranium price of US$83 per pound.

4. Bulk density is 15 ft³/ton.

5. Metallurgical Recovery 80%.

6. Estimated grades are based on ISR recovery.

7. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.

8. Numbers may not add due to rounding.

9. Pounds and tons as reported are rounded to the nearest 1,000.

10. Mineral Resource estimate prepared by Carl Warren with an effective date of February 25, 2025.

11. To the author of the Crownpoint Technical Report’s knowledge, there are no known legal, political, environmental, or other risks that could materially affect the potential development of the mineral resources, other than the noted potential for local opposition.

Resource Estimation Methods

Geologic Model

Geologic interpretation of the mineralized host sands was used, along with the intercepts that met the minimum cutoff grade and thickness, to develop a geologic framework or model within which to quantify the mineral resources at the Project. Each intercept was evaluated based on its geophysical log expression and location relative to adjacent intercepts. Whenever possible, geophysical logs were used to correlate and project intercepts between drill holes. The mineralized envelope was created by using the top and bottom of each intercept that was within the geologic host sands. The intercepts that were used to make this envelope were then used in the resource model via inverse distance squared GT contour method.

Drill spacing within the Crownpoint Project is not uniform. Drill spacing in the Crownpoint Area was completed roughly on 200-foot centers with the nominal average spacing between drill holes in the resource areas at approximately 150 feet. Drill spacing at Hosta Butte area varies from roughly 200-foot centers to over 400-foot centers, with the nominal average drill spacing within the mineral resource areas at approximately 250 feet. Drilling depths at Crownpoint are typically in the range of 2,000 feet. Drilling depths at Hosta Butte is deeper at approximately 2,400 feet on average.

The current geologic and resource model reflects 4 major sand zones over the stratigraphic thickness of approximately 360 feet of the Westwater Canyon. The Westwater Canyon is roughly divided by the CP shale with the B zone immediately above the shale and the C zone immediately below the shale. The A and D zones are the upper and lower most sands of the Westwater Canyon, respectively. Within the Crownpoint Area all four zones are mineralized with the B and D zones being the most prolific and the A zone being the weakest. At Hosta Butte there was not sufficient mineralization in the A zone to support a mineral resource calculation. The D zone was the most strongly mineralized followed by the C and B zones.

Once the data was separated by zone an initial radius influence of 100 feet was applied to each drill hole to establish an initial geologic limit to the projection of mineralization. Refinement of the geologic limit and projection of mineralization along trend was then based on specific correlation and interpretation of geophysical logs on a hole-by-hole basis. The 100-foot radius was determined by correlating geophysical logs across or perpendicular to the observed mineralized trend. Mineralization is clearly anisotropic and can be projected greater distances along trend. For the classification of Indicated Mineral Resource the projection of mineralization along trend was limited to 300 feet. For Inferred Mineral Resources the maximum projection along trend was double to 600 feet.

GT Contour Method

The Indicated Mineral Resource model was completed using the inverse distance squared GT (Grade x Thickness) Contour Modeling Method for each of individual mineralized zones of the deposit. The Contour Modeling Method, also known as the Grade x Thickness (GT) method, is a well-established approach for estimating uranium resources and has been in use since the 1950’s in the US. The technique is most useful in estimating tonnage and average grade of relatively planar bodies where lateral extent of the mineralized body is much greater than its thickness, as was observed with the data at Crownpoint and Hosta Butte.

For tabular and roll front style deposits the GT method provides a clear illustration of the distribution of the thickness and average grade of uranium mineralization. The GT method is particularly applicable to the Crownpoint and Hosta Butte deposits as it can be effective in reducing the undue influence of high-grade or thick intersections as well as the effects of widely spaced, irregularly spaced, or clustered drill holes. This method also makes it possible for the geologist to fit the contour pattern to the geologic interpretation of the deposit.

For each zone within the Crownpoint and Hosta Butte areas of the project, limits of mineralization were determined by interpretation of the drill data. Within these limits the GT and T (Grade x Thickness and Thickness) were contoured. Although an automated contouring program was used to produce the model surface itself, 3-dimensional (3D) limits were established where appropriate to constrain the model. For example, drill holes with GT values several times the average were limited in their influence by manually constructing a set of break lines in the model. The volume of the 3D model is then calculated using CAD program software. To that volume, a bulk unit weight of 15 cubic feet per ton is applied to calculate the pounds of eU₃O₈. Similarly, the tons are of mineralization are calculated using the same methodology for constructing a 3D model of mineral Thickness (T) within the same area. Grade is then calculated by dividing GT model eU₃O₈ pounds by T model calculated mineralized tons.

The GT contour method is used as common practice for Mineral Reserve and Mineral Resource modelling for similar sandstone-hosted uranium projects (“Estimation of Mineral Resources and Mineral Reserves”, adopted by CIM November 23, 2003, p 51.). It is the opinion of the author of the Crownpoint Technical Report that the GT contour method, when properly constrained by geologic interpretation, provides an accurate estimation of contained pounds of uranium.

The current drill hole database consists of:

The uranium quantities and grades are reported as equivalent U₃O₈ (eU₃O₈), as measured by downhole gamma logging. The industry standard protocol for reporting uranium in sandstone hosted deposits in the US has been validated for the Crownpoint Project.

Cutoff Criteria

It is the author of the Crownpoint Technical Report’s opinion that the recommended minimum cutoff grade of 0.02 % U₃O₈ and a GT of 0.50 as the cutoff criteria for the estimation of the total in situ mineral resource within the Crownpoint Project is consistent with average cutoff grades used for US based ISR properties that use alkaline leach recovery chemistry. This is the mining method that is licensed by the U.S. Nuclear Regulatory Commission for NuFuels’ adjacent Crownpoint ISR Project. Additionally, Mobil Exploration and Production Corp. conducted an ISR pilot test on Section 9, nearby to the Company’s properties covered in the Report (Vogt, 1984). The outcomes of the pilot project demonstrated the amenability of the Westwater Morrison formation hosted uranium mineralization bodies to ISR uranium recovery using alkaline based leach chemistry.

Commodity Price and Operating Costs

Uranium does not trade on an open market like other commodities. Buyers and sellers negotiate contracts privately. The following is from the Cameco’s web site. Cameco is among the world leaders in uranium production. (https://www.cameco.com/invest/markets/uranium-price)

Cameco calculates industry average prices from the month-end prices published price by UxC and Trade Tech and publishes these prices on their web site. Cameco states a current (September 2025) long term price of $83.00. The authors of the Crownpoint Technical Report have also reviewed uranium prices from recently published PEA and PFS studies for uranium projects and found that commodity prices in excess of US$83.00 were common. Examples include:

Thus, the authors of the Crownpoint Technical Report conclude that the use of a long-term commodity price $83.00 per pound price is reasonable for the purposes for this IA is reasonable and that recent studies cited reference a price range of US$75 to US$86 per pound. The authors of the Crownpoint Technical Report further conclude that production costs for comparable projects are in the range of US$36.70 to US$49.00 per pound, with a median cost of approximately US$42.50 per pound. While the commodity price and the production costs are expected to vary, it is the author of the Crownpoint Technical Report’s opinion that use of these factors is reasonable for establishing cutoff criteria based on reasonable prospects for eventual economic extraction. https://laramide.com/projects/crownpoint-churchrock-uranium-project/

Reasonable Prospects for Economic Extraction

To assess reasonable prospects for eventual economic extraction all areas of mineralization in excess of 0.02% eU₃O₈ was first considered and then economic cutoff criteria was applied considering ISR extraction including minimum GT and minimum pounds per pattern as follows.

This screening criterion was applied to the reported Indicated Mineral resources which is supported by drilling data. The screening criterion was indirectly applied to the Inferred Mineral Resources due to extrapolation of resource areas from the areas of higher drilling density in the Indicated Mineral Resource areas into areas of limited drilling data. This extrapolation was inherently limited to areas directly adjacent to Indicated Resource.

The calculated cut-off GT for the Crownpoint Project was based on modifying factors including metal prices, metallurgical recoveries, operating costs, and other operational constraints (Table 8). Note this calculation shows the minimum grade at the minimum GT and indicates that a lower GT cutoff could be applied. At the resultant average grade of the mineral resource, 0.13 eU₃O₈, after applying the minimum GT and pounds per pattern criteria the value @ 80% recovery and a price range of US$80 to US$85 per pound is estimated at US$167.68 to US$178.16 per pound well in excess of anticipated costs.

Table 8: Minimum GT cutoff Criteria Economic Justification

Radiometric Equilibrium

General

Radioactive isotopes decay until they reach a stable non-radioactive state. The radioactive decay products are of two general categories the first being the sub-atomic energy generating product (i.e., the radiation) and the second being the atomic isotope. Decay product isotopes are referred to as daughters and occur down what is known as a decay chain. When all the decay products are maintained in close association with the primary uranium isotope U₂₃₈ for the order of a million years or more the decay chain will reach equilibrium with the parent isotope; meaning that the daughter isotopes will be decaying in the same quantity as they are being created (McKay, 2007).

An otherwise equilibrated decay system may be put into a state of disequilibrium when one or more decay products are mobilized and removed from the system because of differences in solubility between uranium and its daughter isotopes. In addition, both the primary isotope of uranium U₂₃₈ and its daughters emit different forms of radiation as they decay. The primary field instruments for the indirect measurement of uranium, either surface or down-hole probes, measure gamma radiation. Within the uranium decay the gamma emitting elements are primarily Radium₂₂₆, Bismuth₂₁₄, and Uranium with Radium₂₂₆ being the dominant source of gamma radiation.

Disequilibrium is considered positive when there is higher proportion of uranium present compared to daughters and negative where daughters are accumulated, and uranium is depleted. The disequilibrium factor (DEF) is determined by comparing radiometric equivalent uranium grade eU₃O₈ to chemical uranium grade. Radiometric equilibrium is represented by a DEF of 1, positive radiometric equilibrium by a factor greater than 1, and negative radiometric equilibrium by a factor of less than 1.

Except in cases where uranium mineralization is exposed to strongly oxidized conditions, most of the sandstone roll-front deposits reasonably approximate radiometric equilibrium. Disequilibrium is normally spatially variable in sandstone-hosted deposits. The nose of a roll front deposit tends to have the most positive DEF and the tails of a roll-front would tend to have the lowest DEF (Davis, 1969).

DEF Determination

Disequilibrium conditions at the Crownpoint Project were evaluated based on available data from twenty-five of the core holes which had sufficient mineralized thicknesses and grades and had sufficient core recovery to be used to determine a disequilibrium factor (DEF). The data available for the evaluation consisted of radiometric equivalent data from down hole geophysical logging and core assays which included both original geophysical logs and original chemical assay sheets. This data is of a historic nature but was verified as discussed in Section 12.

The author of the Crownpoint Technical Report developed a comparison of radiometric and core data. The results show some variation in the DEF with an overall factor of 1.05 based on linear regression analysis or 1.07 based on total GT. Note the correlation of radiometric and chemical assay values was very high with a R2 coefficient of 0.99 (a coefficient of 1 is perfect correlation).

While the data would support a positive adjustment of observed uranium grades, the author of the Crownpoint Technical Report recommends that a 1:1 factor is conservative and reasonable.

Risks

The authors of the Crownpoint Technical Report are not aware of environmental, permitting, legal, title, taxation, socio-economic, marketing, political, or other relevant factors which would materially affect the mineral resource estimates, provided the conditions of all mineral leases and options, and relevant operating permits and licenses are met.

Previous permitting and licensing efforts in the Crownpoint area met with significant public resistance and lack of acceptance. This resistance could lead to permitting delays, increased legal costs, or otherwise affect the Crownpoint Project’s development timeline. Additional costs and timelines would be expected for community engagement, education, awareness and public input.

Readers are cautioned that any estimate of forward cost or commodity price is by its nature forward-looking. It would be unreasonable to rely on any such forward-looking statements and information as creating any legal rights. The statements and information are not guarantees and may involve known and unknown risks and uncertainties, and actual results are likely to differ (and may differ materially) and objectives and strategies may differ or change from those expressed or implied in the forward-looking statements or information as a result of various factors. Such risks and uncertainties include risks generally encountered in the exploration, development, operation, and closure of mineral properties and processing facilities. Forward-looking statements are subject to a variety of known and unknown risks and uncertainties.

Interpretation and Conclusions

Available data used in this report has been verified and in the opinion of the author of the Crownpoint Technical Report it is reliable for the purposes of estimating mineral resources for the Crownpoint Project. This data supports the mineral resource estimation and categorization for the Crownpoint Project including an Indicated and Inferred Mineral Resources. A portion of the project is jointly held by NuFuels and mineral resources in this area have accounted for the relative percentage of ownership.

The portion of the Crownpoint Project with defined Indicated Mineral Resources would support a preliminary economic assessment or preliminary feasibility study (PFS).

The technical risks related to the project are low as the mining and recovery methods are proven. In the opinion of the author of the Crownpoint Technical Report, the Crownpoint Project could be developed as either ISR or conventional underground-mine operation as the economic cutoff criteria for ISR at shallow depths, under 500 feet, similar to those for conventional underground mines and the Crownpoint property contains existing underground infrastructure. It is the opinion of the authors of the Crownpoint Technical Report that the ISR method will be more straightforward to permit and offers a lower cost of production than a conventional underground. Thus, ISR is the preferred scenario.

There is a risk that the Crownpoint Project will face local resistance as was the case with previous permitting and licensing efforts. This resistance could lead to permitting delays, increased legal costs, or otherwise affect the Project’s development timeline. Additional costs and timelines would be expected for community engagement, education, awareness and public input.

The author of the Crownpoint Technical Report is not aware of any other specific risks or uncertainties that might significantly affect the mineral resource estimates. Any estimation or reference to costs and uranium prices within the context of this report over the potential life of mine are by its nature forward-looking and subject to various risks and uncertainties. No forward-looking statement can be guaranteed, and actual future results may vary materially.

Recommendations

The following recommendations relate to potential improvement and/or advancement of the Crownpoint Project and fall within two categories; recommendations to potentially enhance the resource base and recommendation to advance the Crownpoint Project towards development, which may be conducted contemporaneously. It is recommended that the Company conduct a LIDAR or similar survey of both sites to identify and locate any visible hole makers, compare the locations and elevations to historical survey records, and rectify all drill hole locations to current coordinate systems.

Recommended Program to Increase Resource Base

Crownpoint

Mineralization within the Crownpoint portion of the Project is well defined by drilling. For this and other considerations discussed in this report over 90% of the mineral resources are classified as Indicated Mineral Resources. In some areas additional drilling could be recommended to possibly enhance the resource base.

Hosta Butte

For the Hosta Butte portion of the Project, drilling is sparser and as a result the mineral resources are classified as approximately 70% Indicated and 30% Inferred Mineral Resources. Referring to the GT Contour Figures included in the Technical Report for Hosta Butte, targeted drilling in the areas where Inferred Mineral Resources have been projected along the mineralized trend could enhance the resources base by elevating the resource category. In addition, specifically regarding the B Zone, in the southwest portion of Section 3, T16N, R13W, drilling is sparse 400 foot spacing or greater which is greater than the width of the B Zone trend. Drilling in this area has the potential of expanding the resource along some 1,500 to 2,000 feet in this area. In addition, a minimum of two core holes are recommended to be completed in Section 3. With one targeting the B Zone and the other the D Zone. In addition to evaluating radiometric equilibrium conditions, the cores should be tested for general engineering properties including dry density and compressive strength, porosity, and permeability, and for amenability to acid and alkaline leaching.

It is anticipated that drilling will be on the order of US$15,000 per rotary drill hole at Hosta Butte including drilling and geophysical logging costs and site supervision. Depending on the core interval lengths, core drilling would add up to US$5,000 per hole. General sample testing, assays, engineering, and metallurgical studies would cost a minimum of US$100,000. Based on a drilling program consisting of 20 rotary and 2 core holes and allowing a contingency for items such as site clearances and access the costs including testing would be on the order of US$440,000. A scoping study to assess the date recovered under this work would assess the project economics, mine plan, and regulatory approach to advance the project, and that is estimated to cost US$250,000.

Also, within the Hosta Butte area historic drilling indicates the presence of significant uranium mineralization in both the B and D Zones within Section 11, T16N, R13W. Completion of a detailed geologic investigation of for this area is recommended to determine potential targets for exploration. Specific drilling cannot be recommended until this investigation is complete. The cost of this investigation would be on the order of US$75,000. Dependent on positive recommendations from the review of the Phase 1 of work a second drilling program of the nature described for Section 11 would follow in a phased approach with an approximate cost of US$400,000.

Finally, presuming that the drilling program(s) are successful in enhancing the mineral resources the Technical Report would need to be updated.

The reader is cautioned that additional drilling may or may not enhance and/or expand the mineral resources depending upon the results of the drilling.

Recommended Programs to Advance the Project

No current preliminary economic assessment of the Project and/or feasibility study has been completed for the Project. The portions of the mineral resource base classified as Indicated Mineral Resource would support a preliminary economic assessment or preliminary feasibility study (PFS). A PFS of the project would not be dependent upon the foregoing recommendations related to the resource base as, in the author of the Crownpoint Technical Report’s opinion the resource base as defined by the Indicated Mineral Resource is adequate to support a PFS. For the PFS it is recommended that the Crownpoint area be evaluated in greater detail as the first area to be developed followed by Hosta Butte. It is further recommended that work towards a preliminary feasibility study be phased beginning with a scoping study to develop a conceptual mine plan and evaluate alternatives. These alternatives should include both ISR and conventional means of recovery. The scoping study should also define the data necessary to support the completion of a preliminary feasibility study and the determination of probable mineral reserves. Based on the results of the scoping study a preliminary feasibility study could then be completed. Finally, a Technical Report would be prepared which addresses the probable mineral reserves and all other required items.

A summary of recommended work and estimated costs follows:

Other Projects

The Company, through its subsidiaries, holds a number of other uranium properties in McKinley County, specifically the Nose Rock, West Largo, Ambrosia Lake, Treeline and Mount Taylor projects. These projects were acquired from enCore with the Crownpoint Project, and are not currently material properties of the Company.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 

AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the notes thereto, included herein. Those financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Financials Standards Board and, among other things, include more detailed information regarding the basis of presentation for the following information. All dollar amounts are in Canadian dollars.

Operational Highlights

At December 31, 2025 we had a net working capital of $544,408 (September 30, 2025 – $574,686). We had cash and cash equivalents of $605,403 (September 30, 2025 - $606,725). Working capital decreased during the three months ended December 31, 2025 because ongoing operating expenses and professional fees exceeded interest earned.

At September 30, 2025, we had a net working capital of C$574,686 (September 30, 2024 – C$576,613). We had cash and cash equivalents of C$606,725 (September 30, 2024 - C$598,838). Working capital decreased during year ended September 30, 2025 because ongoing operating expenses and professional fees exceeded interest earned.

We have sufficient capital to meet its ongoing operating expenses and continue to meet its obligations on our current projects for the twelve-month period ending September 30, 2026. Management may increase or decrease budgeted expenditures depending on results and ongoing volatility in the economic environment. See “Liquidity and Capital Resources” below.

Results of Operations – three months ended – December 31, 2025

We recorded a net loss and comprehensive loss of $30,278 (December 21, 2024 – gain $6,078) during the three months ended December 31, 2025.

The net loss for the three months ended December 31, 2025 is represented by the following income and expenses incurred in the period:

During the three month period ended December 31, 2025, we incurred expenses related to ongoing administration.

Results of Operations – Three Months Ended September 30, 2025

We recorded a net loss and comprehensive loss of C$10,496 (September 30, 2024 - C$8,654) during the three months ended September 30, 2025.

The net loss for the three months ended September 30, 2025 is represented by the following income and expenses incurred in the period:

During the three month period ended September 30, 2025, we incurred expenses related to ongoing administration.

Results of Operations – Year Ended September 30, 2025

We recorded net loss and comprehensive loss of C$4,757 (September 30, 2024 - C$1,151) during the year ended September 30, 2025.

The net loss for the year ended September 30, 2025 is represented by the following income and expenses incurred in the period:

During the year ended September 30, 2025, we incurred expenses related to ongoing administration.

Liquidity and capital resources

As at December 31, 2025, we had cash and cash equivalents of $605,403 (September 30, 2025 - $ 606,725).

As of December 31, 2025 we had total liabilities of $73,707 (September 30, 2025 - $40,882).

Shareholder equity decreased to $544,408 as at December 31, 2025 (September 30, 2025 - $574,686).

As at September 30, 2025, we had cash and cash equivalents of C$606,725 (September 30, 2024 - C$ 598,838).

As of September 30, 2025 we had total liabilities of C$40,882 (September 30, 2024 - C$36,804).

Shareholder equity decreased to C$574,686 as at September 30, 2025 (September 30, 2024 - C$576,613).

Segmented Information

We had a single reportable geographic segment – Canada – and all of our assets are located in Canada.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements.

Investor Relations

During the three months ended December 31, 2025, our management handled the Company’s investor relations activities.

During the year ended September 30, 2025, our management handled the Company’s investor relations activities.

Outstanding Share Capital as at December 31, 2025

(a)   Authorized

Unlimited number of common shares
Unlimited number of special shares

(b)   Issued

7,277,777 common shares

(b.1)  IPO shares

On November 16, 2022, the Corporation completed an Initial Public Offering (the “Offering”) of 1,641,413 common shares at $0.15 per common share for gross proceeds of $250,000 pursuant to a prospectus dated November 07, 2022. The Corporation paid share issuance costs of $39,857 and prior to listing, granted the agent 114,899 compensation options to purchase common shares at a price of $0.15 per common share for a period ending twenty-four months from the date the Corporation’s common shares are listed on the Exchange. The cash raised from the Offering will be primarily used to pursue a Qualifying Transaction.

On November 16, 2022, at the closing of the Offering and prior to listing, the Corporation granted stock options to directors and officers of the Corporation to acquire up to an aggregate of 722,222 common shares at an exercise price of $0.15 valued at $83,233 expiring after five years on November 16, 2027, vesting immediately.

Subsequent to December 31, 2025, 722,222 stock options and compensation warrants were exercised for proceeds of $110,000.

(b.2)  Escrowed shares:

On September 19, 2022 the Corporation issued 5,580,803 common shares at $0.08 per share for total proceeds of $425,000.

The issued and outstanding common shares will be held in escrow pursuant to the requirements of the Exchange. 25% of the escrowed Common Shares will be released from escrow on the issuance of the Final Exchange Bulletin (the “Initial Release”) and an additional 25% will be released on each of the dates which are 6 months, 12 months and 18 months following the Initial Release.

All common shares acquired on exercise of stock options granted to directors and officers prior to the completion of a Qualifying Transaction, must also be deposited in escrow until the final exchange bulletin is issued.

All common shares of the Corporation acquired in the secondary market prior to the completion of a Qualifying Transaction by a Control Person, as defined in the policies of the Exchange, are required to be deposited in escrow. Subject to certain permitted exemptions, all securities of the Corporation held by principals of the resulting issuer will also be escrowed.

(b.3)  Common shares:

On August 2, 2023 the Corporation issued an aggregate of 2,978 common shares pursuant to a compensation warrant exercise, resulting in proceeds to the Corporation of $454.

On March 22, 2024 the Corporation issued an aggregate of 34,000 common shares pursuant to a compensation warrant exercise, resulting in proceeds to the Corporation of $5,178.

On November 14, 2024 the Corporation issued an aggregate of 18,584 common shares pursuant to a compensation warrant exercise, resulting in proceeds to the Corporation of $2,830.

Outstanding Share Capital as at September 30, 2025

(a)     Authorized

Unlimited number of common shares

Unlimited number of special shares

(b)     Issued

7,277,777 common shares

C$638,725

(b.1) IPO shares

On November 16, 2022, we completed an Initial Public Offering (the “Offering”) of 1,641,413 common shares at C$0.15 per common share for gross proceeds of C$250,000 pursuant to a prospectus dated November 07, 2022. We paid share issuance costs of C$39,857 and prior to listing, granted the agent 114,899 compensation options to purchase common shares at a price of C$0.15 per common share for a period ending twenty-four months from the date our common shares are listed on the TSXV. The cash raised from the Offering will be primarily used to pursue a Qualifying Transaction.

On November 16, 2022, at the closing of the Offering and prior to listing, we granted stock options to our directors and officers to acquire up to an aggregate of 722,222 common shares at an exercise price of C$0.15 valued at C$83,233 expiring after five years on November 16, 2027, vesting immediately.

(b.2)        Escrowed shares:

On September 19, 2022 we issued 5,580,803 common shares at C$0.08 per share for total proceeds of C$425,000.

The issued and outstanding common shares will be held in escrow pursuant to the requirements of the TSXV. 25% of the escrowed common shares will be released from escrow on the issuance of the Final Exchange Bulletin (the “Initial Release”) and an additional 25% will be released on each of the dates which are 6 months, 12 months and 18 months following the Initial Release.

All common shares acquired on exercise of stock options granted to directors and officers prior to the completion of a Qualifying Transaction, must also be deposited in escrow until the final exchange bulletin is issued.

All our common shares acquired in the secondary market prior to the completion of a Qualifying Transaction by a control person, as defined in the policies of the TSXV, are required to be deposited in escrow. Subject to certain permitted exemptions, all of our securities held by principals of the resulting issuer will also be escrowed.

(b.3)        Common shares:

On August 2, 2023 we issued an aggregate of 2,978 common shares pursuant to a compensation warrant exercise, resulting in proceeds to us of C$454.

On March 22, 2024 we issued an aggregate of 34,000 common shares pursuant to a compensation warrant exercise, resulting in proceeds to us of C$5,178.

On November 14, 2024 we issued an aggregate of 18,584 common shares pursuant to a compensation warrant exercise, resulting in proceeds to us of C$2,830.

Transactions with Related Parties

There were no transactions with related parties during three months ended December 31, 2025 and 2024.

There were no transactions with related parties during the years ended September 30, 2025 and 2024.

Financial Instruments

The carrying values of cash, amounts receivable, and accounts payable and accrued liabilities approximate fair value due to the relatively short term maturities of these instruments.

Management of Capital

Our objective when managing capital is to maintain its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders.

We include equity, comprised of issued common shares, in the definition of capital.

Our primary objective with respect to its capital management is to ensure that it has sufficient cash resources to fund the identification and evaluation of potential acquisitions. To secure the additional capital necessary to pursue these plans, we may attempt to raise additional funds through the issuance of equity or by securing strategic partners.

The proceeds raised from the issuance of share capital may only be used to identify and evaluate assets or businesses for future investment, with the exception that up to C$3,000 per month may be used for reasonable general and administrative expenses of the Corporation. These restrictions apply until completion of a Qualifying Transaction by us as defined under the policies of the TSXV.

Contingency

There is no assurance that we will identify a business or asset that warrants acquisition or participation within the time limitations permissible under the policies of the TSXV, at which time the TSXV may suspend or de-list the Corporation’s shares from trading.

Risk Disclosures and Fair Value

Our financial instruments, consisting of cash, amounts receivable and accounts payable and accrued liabilities approximates fair value due to the relatively short-term maturities of the instrument. It is management’s opinion that we are not exposed to significant interest, currency or credit risks arising from these financial instruments.

Outlook

Wen believe that we have sufficient cash and capital resources.

Significant Event

On November 25, 2025, we entered into the Amalgamation Agreement with respect to the Transaction with Former Verdera. Former Verdera is a mining company incorporated under the laws of British Columbia, Canada focused on the exploration of uranium assets in New Mexico, led by a team with extensive experience in the Uranium and natural resources sector.

The purpose of the Transaction was the creation of a public, TSXV-listed, company to expand and explore Former Verdera’s uranium assets in New Mexico. We intended that the Transaction would constitute our Qualifying Transaction, as such term is defined in policy 2.4 of the TSXV. Upon completion of the Transaction, we changed our name to Verdera Energy Corp. and are listed as a Tier 1 Issuer on the TSXV. On November 26, 2025, trading in our common shares was voluntarily halted pending completion or termination of the Transaction. Upon closing of the Transaction on February 20, 2026, trading in the common shares commenced on February 24, 2026 under the symbol “V”.

In connection with the Transaction, we and Former Verdera announced we had entered into an agreement with Haywood Securities Inc. and SCP Resource Finance LP (together the "Co-Lead Agents"), on their own behalf and on behalf of a syndicate of agents including Stifel Nicolaus Canada Inc. and Jett Capital Advisors, LLC (together, the "Agents") pursuant to which Former Verdera has launched a "commercially reasonable efforts offering" of subscription receipts of Former Verdera ("Subscription Receipts") for C$1 per subscription receipt for aggregate gross proceeds of C$20 million (the "Offering"). Former Verdera paid the Agents a commission of 5% of the gross proceeds raised in the Offering (the "Agent's Fee") and issued the Agents broker warrants ("Broker Warrants") equivalent to 4% of the total number of Subscription Receipts sold, with each Broker Warrant being exercisable at a price of C$1.00 for a period of 18 months from the date of closing of the Transaction.

A portion of the Offering was completed on a private placement basis through the issuance of subscription receipts or our common shares with appropriate adjustments for the share consolidation (the “Private Placement”). The Private Placement is subject to a hold period expiring four months plus one day from the closing of the Private Placement.

PowerOne Capital Markets Limited (“PowerOne”) acted as an advisor to Former Verdera in connection with the Transaction and PowerOne received cash and securities-based compensation as compensation for so acting from Former Verdera. PowerOne is considered a related and connected issuer to us because: (i) officers and directors of PowerOne own, control or direct more than 20% of our issued and outstanding common shares, assuming the exercise of our options that they own and no other convertible securities; and (ii) officers and directors of PowerOne are our officers and directors. The terms of the Transaction were determined by Former Verdera and us, and no compensation from the Transaction will be applied for the benefit of PowerOne other than the previously mentioned fees. The interests of PowerOne and/or its officers and directors in us following the closing of the Transaction may be subject to such escrow periods as may be imposed by the TSXV and/or securities regulators and such additional contractual hold period as they may agree to.

Former Verdera Discussion

The following discussion and analysis of Former Verdera’s financial condition and results of operations should be read in conjunction with its consolidated financial statements and the notes thereto, included herein. Those financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Financials Standards Board and, among other things, include more detailed information regarding the basis of presentation for the following information. All dollar amounts are in Canadian dollars unless otherwise indicated.

Exploration and Evaluation Assets

Uranium Projects

On April 9, 2025, Former Verdera completed the acquisition of 100% of the shares of NM Energy Holding Canada Corp (“NM Canada”), a private British Columbia company that owns NM Energy Holding Corp. (Texas) (“NM Texas”), a corporation existing under the laws of Texas (the “NM Transaction”). NM Texas owns the Crownpoint, Hosta Butte, Nose Rock, West Largo and Ambrosia Lake/Treeline uranium projects located in New Mexico, USA.

In accordance with the terms of the NM Transaction, Former Verdera issued 50,000,000 preferred shares to enCore at a fair value of C$10,000,000 and paid US$350,000 (C$503,867) cash. enCore was also granted a 2% NSR royalty on uranium and other minerals from the properties.

Corporate Events

Significant events from inception on September 27, 2024 through to end of September 30, 2025 and subsequent period through date of this prospectus

On November 1, 2024, Former Verdera completed a non-brokered private placement, issuing 4,320,000 common shares at a price of $0.10 per share, for proceeds of C$432,000.

On December 18, 2024, Former Verdera completed a non-brokered private placement, issuing 12,931,000 common shares at a price of C$0.20 per share, for proceeds of C$2,586,200.

In July 2025, Former Verdera completed a non-brokered private placement consisting of the issuance of 1,100,000 common shares at a price of C$0.20 per share for proceeds of C$220,000.

In September 2025, Former Verdera completed a non-brokered private placement consisting of the issuance of 11,977,000 common shares at a price of C$0.50 per share for proceeds of C$5,988,500.

On November 2, 2025, Former Verdera entered into a Letter of Intent (the “LOI”) with the Company pursuant to which the Company will acquire all of the issued and outstanding securities of Verdera by way of an amalgamation (the “Transaction”). Under the terms of the Transaction, holders of the common and Class A Preferred shares of Former Verdera received one common share of the Company for each share of Former Verdera issued and outstanding. In connection with the Transaction, Verdera and the Company completed a financing of subscription receipts convertible into common shares of the Company at an offering price of C$1.00 per subscription receipt for proceeds of up to C$20,000,000. For accounting purposes, the Transaction constituted a reverse takeover, as the shareholders of Former Verdera acquired control of the consolidated entity upon the completion of the Transaction. The reverse takeover did not constitute a business combination under IFRS 3 and will be accounted for as a capital transaction in accordance with IFRS 2, Share-based payments. Former Verdera will be treated as the accounting parent (legal subsidiary), and the Company will be treated as the accounting subsidiary (legal parent).

On November 25, 2025, Former Verdera entered into an amalgamation agreement with the Company and SubCo, pursuant to which the Company would acquire all of the issued and outstanding securities of Former Verdera by way of a three-cornered amalgamation. Under the terms of the Transaction, Former Verdera amalgamated with SubCo, forming Verdera Energy Holdings Inc., a wholly-owned subsidiary of the Company and the holders of the common and Class A Preferred shares of Former Verdera received one common share of the Company for each share of Former Verdera issued and outstanding. Former Verdera’s shareholders approved the Transaction on January 8, 2026.

In connection with the Transaction, on February 12, 2026, Former Verdera (17,330,000 subscription receipts) and the Company (2,670,000 subscription receipts) completed a financing of 20,000,000 subscription receipts convertible into common shares of the Company at an offering price of $1.00 per subscription receipt for proceeds of up to $20,000,000 (the “Offering”). Former Verdera entered into an agreement with Haywood Securities Inc. and SCP Resource Finance LP, acting as co-lead agents, on their own behalf and on behalf of a syndicate of agents including Stifel Nicolaus Canada Inc. and Jett Capital Advisors, LLC (collectively, the “Agents”), granting the Agents an option, exercisable up to 48 hours prior to the closing of the Offering, to purchase up to an additional 15% subscription receipts (up to 3,000,000 additional subscription receipts) for additional gross proceeds of up to $3,000,000 – this option was not exercised. In connection with the Offering, Former Verdera would pay the Agents a $1,000,000 cash commission, with half, $500,000, paid upon closing along with $126,730 in Agents’ expenses, and issued the Agents 800,000 broker subscription receipts, which will convert upon completion of the Transaction to broker warrants exercisable at $1.00 per share for a period of 18 months from the closing of the Transaction.

Pursuant to the Transaction, the Company paid an advisor 1.5% of the gross proceeds of the Offering and grant compensation options equal to 1.5% of the total number of subscription receipts sold, with each compensation option exercisable at $1.00 per share for a period of 18 months from the closing of the Transaction. The Company also granted to another advisor 250,000 common shares.

For accounting purposes, the Transaction constitutes a reverse takeover, as the shareholders of Former Verdera will acquire control of the consolidated entity upon the completion of the Transaction. The reverse takeover will not constitute a business combination under IFRS 3 and will be accounted for as a capital transaction in accordance with IFRS 2, Share-based payments. Former Verdera is treated as the accounting parent (legal subsidiary), and the Company is treated as the accounting subsidiary (legal parent) on closing of the Transaction.

On January 6, 2026, NM Texas entered into a premises lease agreement with a term of three years, commencing January 1, 2026 and ending December 31, 2028. Pursuant to this agreement, NM Texas has a commitment to lease commercial premises at base rent rates of US$6,600, US$26,598, US$27,396 and US$21,006 during the years ended March 31, 2026, 2027, 2028 and 2029, respectively, and pay NM Texas’s pro-rata share of operating expenses and taxes under the lease.

On January 12, 2026, Former Verdera closed a data purchase agreement to acquire the New Mexico Kerr McGee Data for the price of $696,550 (US$500,000) and issuance of 650,000 common shares at a fair value of $325,000. The agreement includes a price protection for the shares issued. If Former Verdera’s public offering price is less than $1.00 per share, additional shares will be issued to ensure the total value of the 650,000 common shares is equivalent to a minimum of $1.00 per share upon the completion of the offering. Additionally, Former Verdera agreed to enter into a consulting agreement involving the grant of 100,000 stock options, to be issued within 15 days following Former Verdera’s go-public transaction.

On February 17, 2026, 250,000 stock options were exercised for aggregate gross proceeds of $40,000, resulting in the issuance of 250,000 common shares.

On March 27, 2026, the Company granted 1,840,000 stock options to certain directors, officers and consultants of the Company, exercisable at a price of $1.00 per share and expiring five years from the date of grant. The options will vest as to 25% on the date of grant, with the remaining options vesting in equal instalment of 25% every six months thereafter.

Results from Operations

Summary of Quarterly Results December 31, 2024 through December 31, 2025

The following table summarizes the results of operations for the most recent quarters since December 31, 2024:

Results for the nine months ended December 31, 2025

Former Verdera incurred a net loss of $1,329,099 for the nine months ended December 31, 2025 compared to a net loss of $129,867 from incorporation on September 27, 2024 to December 31, 2024. As Former Verdera was newly formed in the comparative period, there are limited comparative period amounts.

Notable expenses in the current period include:

Results for the three months ended December 31, 2025

Former Verdera incurred a net loss of $418,679 for the three months ended December 31, 2025 compared to a net loss of $129,867 for the three months ended December 31, 2024. As Former Verdera was newly formed in the comparative period, there are limited comparative period amounts.

Notable expenses in the current period include:

Selected Annual Information

The following table summarizes the results of operations since incorporation:

Summary of Quarterly Results December 31, 2024 through April 30, 2025

The following table summarizes the results of operations for the most recent quarters since incorporation:

Results for the period from inception on September 27, 2024 to March 31, 2025 and April 30, 2025

Former Verdera had a net loss of C$389,105 from the period from inception on September 27, 2024 to March 31, 2025, mainly consisting of accounting and audit of C$42,500, management fees of C$150,000, share-based payments of C$112,424 and travel and conferences expenses of C$24,229.

Former Verdera had a net loss of C$81,716 for the one month ended April 30, 2025 consisting mainly of exploration costs of C$15,442, management fees of C$21,000, office and administration expenses of C$11,287 and share-based payments of C$17,079.

Liquidity and Capital Resources

As at December 31, 2025, Former Verdera had current assets of $7,785,989 and current liabilities of $250,000; compared to current assets of $2,445,056 and current liabilities of $339,511 as at March 31, 2025. At December 31, 2025, Former Verdera had working capital of $7,535,989 including cash and cash equivalents of $7,040,098.

During the nine months ended December 31, 2025, Former Verdera’s cash outflows from operations were $971,113 compared to cash outflows of $38,833 for the period from incorporation on September 27, 2024 to December 31, 2024.

As at September 30, 2025, Former Verdera had current assets of C$7,372,745 and current liabilities of C$107,234; compared to current assets of C$2,445,056 and current liabilities of C$339,511 as at March 31, 2025. At September 30, 2025, Former Verdera had working capital of C$7,265,511 including cash and cash equivalents of C$7,250,531.

During the period ended September 30, 2025, Former Verdera’s cash outflows from operations were C$694,953 compared to cash inflows of $nil in 2024.

Former Verdera will require funds to meet its ongoing day-to-day operating expenses and will rely mostly on equity financing during such period. There can be no assurance that financing will be available on terms that are satisfactory to Verdera.

In July 2025, Former Verdera completed a non-brokered private placement consisting of the issuance of 1,100,000 common shares at a price of C$0.20 per share for proceeds of C$220,000.

In August and September 2025, Former Verdera completed a non-brokered private placement consisting of the issuance of 11,977,000 common shares at a price of C$0.50 per share for proceeds of C$5,988,500.

As at April 30, 2025, Former Verdera had current assets of C$2,434,201 and current liabilities of C$420,741; compared to current assets of C$2,445,056 and current liabilities of C$339,511 as at March 31, 2025. At April 30, 2025, Former Verdera had working capital of C$2,013,460 (March 31, 2025 - C$2,105,545) including cash and cash equivalents of C$2,403,259 (March 31, 2025 - C$2,421,377).

During the one month ended April 30, 2025, Former Verdera’s cash outflows from operations were C$17,789 compared to cash outflows of C$94,921 for the period ended March 31, 2025.

Former Verdera will require funds to meet its ongoing day-to-day operating expenses and will rely mostly on equity financing during such period. There can be no assurance that financing will be available on terms that are satisfactory to Former Verdera.

In November 2024, Former Verdera completed a non-brokered private placement, issuing 4,320,000 common shares at a price of C$0.10 per share, for proceeds of C$432,000.

In December 2024, Former Verdera completed a non-brokered private placement, issuing 12,931,000 common shares at a price of C$0.20 per share, for proceeds of C$2,586,200.

In July 2025, Former Verdera completed a non-brokered private placement consisting of the issuance of 1,100,000 common shares at a price of C$0.20 per share for proceeds of C$220,000.

Share Capital

As of the date hereof, Former Verdera had the following:

*Pursuant to the resignation of a Former Verdera officer during the nine months ended December 31, 2025, the expiry date of 100,000 options vested to that officer was amended from November 8, 2029 to 15 days prior to a Going Public Transaction. 100,000 unvested options were also cancelled.

**Pursuant to the resignation of a Former Verdera officer during the nine months ended December 31, 2025, the expiry date of 150,000 options vested to that officer was amended from December 31, 2029 to 15 days prior to a Going Public Transaction. 250,000 unvested options were also cancelled.

Transactions with Related Parties

Key management personnel are the persons responsible for the planning, directing and controlling the activities of Verdera and include both executive and non-executive directors, and entities controlled by such persons. Former Verdera considers all Directors and Officers of Former Verdera to be key management personnel.

During the nine months ended December 31, 2025, Former Verdera incurred the following transactions with related parties and had the following balances:

As of December 31, 2025, $16,981 (March 31, 2025 - $143,851) was included in accounts payable and accrued liabilities and is due to related parties and former related parties of Former Verdera in relation to the above transactions. These amounts are unsecured, non-interest bearing and have no specific terms of repayment.

Key management includes directors involved with the daily operations of Former. The compensation paid to key management for services is shown below: