NYSE: JAGU

Governmental Factors

Our Properties are located in developing countries
with a history of natural resource extraction and community involvement. In both Colombia and Argentina, we have strong government support
to develop our Properties, deploy investment into communities, and adhere to the rule of law allowing for domestic use and export of material.

Historical Financing and Significant Milestones

We have achieved several key financing milestones
that have contributed to our growth and capital development.

●From May 16, 2023, to December 8, 2023, we completed
our initial funding round, raising $150,000 through the sale of Common Shares at $0.10 per Common Share. This early-stage funding laid
the groundwork for the Company’s operational and exploration activities.

●On December 20, 2023, we secured $400,100 at $0.20 per
unit, each consisting of one Common Share and one warrant, and an additional $30,000 at $0.20 per Common Share, demonstrating increasing
investor confidence.

●In January 2024, we completed a $2,232,400 funding round
at $2.00 per Common Share, a significant milestone that enabled further expansion and development of our projects.

●From March to April 2024, we raised $693,334 at $2.00
per Common Share, and an additional $736,666 at $4.00 per Common Share.

●On September 27, 2024, we raised $40,000 at $5.00 per
Common Share.

●On January 15, 2025, we raised $350,000 at $5.00 per
Common Share.

●On June 26, 2025, we issued a $150,000 convertible promissory
note, which is convertible into units at either $5.00 per Common Share or a 25% discount to the Offering Price on a recognized North
American stock exchange. Each unit consists of one Common Share and one warrant exercisable at $5.00 per share within three years of
issuance. Conversion is at the holder’s option or may be triggered mandatorily upon listing.

●On June 17, 2025, the Company received proceeds from the
exercise of warrants. In total 396,000 warrants exercised at the price of $1 per share were exercised and resulted in the issuance of
396,000 common shares.

●On February 11, 2026 the Company completed its Initial Public
Offering (“IPO”) resulting in the issuance of 6,250,000 common shares at $4 per share for gross proceeds of $25,000,000,
incurring $1,875,000 in agent fees and other expenses of approximately $450,000, of which $50,000 had been prepaid at December 31, 2025,
resulting in net proceeds of $22,725,000. As a result of completing the IPO, the following transactions were completed:

●The Company’s convertible debenture was converted into
50,000 shares based on the lesser of $5 or 75% of the IPO price, which was $4.

●400,000 Listing Shares and 600,000 Top Up Shares were issued
related to the Argentina Acquisition.

●3,836,757 Liquidity Event Shares were issued to GCOM related
to the Colombia Acquisition.

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These milestones have been pivotal in supporting
our exploration activities, particularly in Colombia and Argentina, allowing us to pursue our strategic objectives in uranium mining.

Primary Assets

Berlin Project — Department
of Caldas, Colombia

Our principal exploration project is located in
the Department of Caldas of Colombia. The Berlin Project deposit contains battery commodities (vanadium, nickel and phosphate), uranium,
REEs, molybdenum and zinc. The Berlin Project deposit is a geologically rare combination of elements contained in a layer of phosphate-bearing
limestone in a layered sedimentary sequence. The deposit is located 12 km from a hydroelectric dam that provides a potential source of
clean, renewable energy for the Berlin Project. There is a river port located 65 km from the Berlin Project, providing barge-transport
to Barranquilla, a port on the Caribbean coast of Colombia. A refurbished rail system provides an alternative means of transport to the
port at Santa Marta on the Caribbean coast. Extensive bench-scale metallurgical tests indicated that the value-commodities can be effectively
leached from the mineral-bearing rock with an acidic ferric sulphate solution.

Laguna Project — Chubut Province,
Argentina

The Laguna Project is an early-stage exploration
project located in the central part of Chubut Province, Argentina. The Laguna Project is located about 260 km Southwest of the provincial
capital, Rawson, and approximately 220 km from the main commercial port city of Comodoro Rivadavia. Reconnaissance work on the Laguna
Project was first conducted in 2007 by another company, with the aim of confirming anomalies detected in a 1978 airborne radiometric survey
undertaken by the CNEA.

The CNEA recognized that the uranium mineralization
is related to “caliches,” the partial cementation of the host by calcium carbonates. “Caliche”- and “Calcrete”-type
deposits are surficial uranium deposits found in semi-desert environments. Caliche-type deposits differ from other uranium deposits in
that they typically occur in unconsolidated clastic sediments such as gravel, as opposed to cemented sediments in the case of Calcrete-type
uranium deposits. Examples of surficial uranium deposits are Lake Maitland in Western Australia and Langer Heinrich in Namibia. The Laguna
Project is similar to the free-digging Tubas Red Sand deposit in Namibia.

Mineralization at the Laguna Project occurs in
a tabular, gently undulating layer that contains yellow-green uranium-vanadium minerals at shallow depth in unconsolidated, sandy gravel.
The mineralized layer lies beneath shallow soil and typically a barren cap of gravel on the top of the mesas. The entire uranium-vanadium
mineralization at the Laguna Project lies within three meters of surface in unconsolidated material in the flat, gravel plain that extends
from the foothills of the Andes to the Atlantic coast in southern Argentina.

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Huemul Project — Mendoza Province,
Argentina

The Huemul Project is an early-stage exploration
project located in the southern part of Mendoza Province, Argentina. The Huemul Project consists of approximately 27,700 ha of exploration
claims centered around CNEA’s historic Huemul-Agua Botada mine, Argentina’s first producing uranium mine. The Argentinian
government discovered the Huemul-Agua Botada Zone in 1952 and exploited the deposit between 1955 and 1975. Historically, ore was treated
in a concentration plant at the nearby town of Malargüe.

Uranium-vanadium-copper mineralization at the
Huemul Project comprises a number of stacked, meters-thick stratabound lenses hosted by an approximately 50-meter-thick packet of conglomerates
and arenites, sandwiched by redbeds and intruded by andesite sills. These sedimentary rocks are part of the fill sequence of the Cretaceous
Neuquén Basin. Host rocks to the mineralization are highly bituminous and mineralized zones are likely to have been failed petroleum-gas
traps.

Business Objectives and Operations

We are a uranium exploration and development company
focused on uranium discoveries. We were formed for the purposes of exploring and drilling the Berlin Project. On April 8, 2024, we
acquired a 100% indirect interest in the Berlin Project pursuant to the Berlin Project SPA. As a result of the foregoing, the Berlin
Project became our primary material mineral exploration project. On July 19, 2024, we acquired a 100% indirect interest in the Argentina
Projects pursuant to Argentina Projects SPA. In parallel with our Properties, we intend to explore other acquisition efforts to grow
and develop our uranium holdings to increase the opportunity for economic success. Specifically, any external growth of the Company by
way of acquisition is expected to take place in Latin America.

To achieve our objectives, we intend to complete
the following with respect to each of our Properties: permitting and receiving required licenses, completing metallurgy, making current
the historical mineral resource estimates, completing confirmation drilling, undergoing exploration drilling, building a pilot plant to
test the extraction proves, and performing a PEA analysis to determine economic factors that determine the potential viability of a mine.

To execute our business strategy, we will require
substantial additional financial resources, including amounts necessary to fund our planned exploration program at our Properties. We
intend to seek the necessary additional financing through the issuance of additional equity securities, but there can be no assurance
that such financing will be available to us in sufficient amounts, on attractive terms, on a timely basis, or at all.

Subsidiaries

We have three direct, wholly-owned subsidiaries — Gaia
Energy and Berlin BVI, which are both organized under the laws of the BVI, and 284 Ontario, which is organized under the laws of the Province
of Ontario, Canada.

Competitive Conditions

The mining business is competitive in all phases
of exploration, development and production. We compete with a number of other companies and individuals in the acquisition, exploration,
financing and development of mineral properties, many of whom have greater financial resources. There is significant competition for uranium
acquisition and exploration opportunities.

As a result of this competition, we may be unable
to acquire attractive mineral properties in the future on terms we consider acceptable. We also compete for financing with other resource
companies, many of whom have greater financial resources and/or more advanced properties. There can be no assurance that additional capital
or other types of financing will be available if needed or that, if available, the terms of such financing will be favorable to us.

Our competitive position depends on our ability
to successfully and economically explore, acquire and develop new and existing mineral properties. Our ability to acquire properties largely
depends on our success in exploring and developing our Properties, and on our ability to select, acquire and bring to production suitable
properties or prospects for mineral exploration and development. We may compete with other exploration and mining companies for the procurement
of equipment and for the availability of skilled labor. We compete with other mining companies for skilled mining engineers, geologists,
geophysicists and other qualified technical personnel. Factors beyond our control may affect the marketability of minerals mined or discovered
by us. See the information under the heading “Risk Factors” in this Annual Report on Form 10-K for more information.

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Uranium Market Developments

Over the past few years, global uranium market
fundamentals have been improving as the market transitions from an inventory driven market to a production driven market. The spot market
bottomed in November 2016 at about $17.75 per pound U3O8 and stood at more than $90.00 per pound in early May
2024. (UxC U3O8 Daily Spot Price). Production dropped to a multi-year low in 2020 at about 47,342 tons (104.6 million
pounds) but began to recover in 2021, totaled about 129 million pounds in 2022 and further rose to approximately 54,345 tons in 2023,
still well below reactor requirements, according to OECD. Global supply and demand projections show a structural deficit between
production and utility requirements averaging over 44 million pounds a year over the next 10 years and increasing thereafter,
according to UxC. The current deficit is being filled with secondary market sources, including finite inventory that is projected
to decline in the coming years. As secondary supplies diminish, and as existing mines deplete their resources, we are expecting that
new production will be needed to meet utility demand. Similarly, we are expecting that higher prices will be needed to stimulate new mining
investment.

Uranium supply has become more complicated than
before due to Russia’s invasion of Ukraine, as Russia is a significant supplier of uranium around the globe. Economic sanctions,
transportation restrictions, pending legislation and buyer avoidance of Russian uranium is causing a fundamental change to the nuclear
fuel markets. In May 2024, the U.S. enacted legislation that blocked Russian uranium supply into the country, thereby exacerbating
the already precarious forecasted supply deficit. We believe this is resulting in a bifurcation of the uranium market, increasing an already
notable supply gap for western utilities. Supply risk in Africa has also escalated. Niger provided about 25.4% of EU uranium deliveries
in 2022, but its share fell to approximately 14.3% in 2023 as African deliveries dropped again in 2024. In June 2024 Niger’s junta
revoked Orano’s Imouraren permit, and on June 19, 2025, it announced the nationalization of the Somair venture, adding further
uncertainty around future exports. Secondary supply is also likely to be further reduced with western enrichers reversing operations from
underfeeding to overfeeding that requires more uranium to increase the production of enrichment services. Against this backdrop, U.S.
and European utilities are prioritizing security of supply by contracting with producers in lower-risk jurisdictions and supporting domestic
enrichment build-outs.

On the demand side, the global nuclear sector
continues to expand. As of July 2025, 439 reactors are operable worldwide and 69 are under construction. Over 2005–2024, 102 reactors
started operation, and in 2023 five units were grid connected (offset by five closures), according to Power Reactor Information System
and World Nuclear Association (“WNA”). In October 2022, World Nuclear News reported that: “The International
Energy Agency projects more than a doubling of nuclear generation by 2050 with at least 30 countries increasing their use of nuclear power.”
Additional upside market pressure is also emerging as utilities return to a longer-term contracting cycle to replace expiring contracts;
something the market has not experienced for several years. Increasing demand has also occurred with financial entities and various
producers purchasing significant quantities of drummed uranium inventory, further removing excess near term supplies.

Industry and Economic Factors

The uranium industry is a vital sector within
the global energy landscape, centered around the mining, processing, and utilization of uranium, a naturally occurring radioactive element.
It plays a critical role in the global energy sector primarily as the fuel source for nuclear power, which is increasingly recognized
as a key component in achieving global climate goals under the Paris Agreement.

The uranium industry is structured around several
key stages, each playing a critical role in the production and use of uranium:

●Resource Identification and Extraction. The
initial stage is the exploration activities aimed at identifying economically viable uranium deposits. Once discovered, uranium ore is
extracted through mining operations, which can range from conventional open-pit or underground mining to more advanced in-situ recovery
methods. The choice of extraction method depends on the geology of the deposit and environmental considerations.

●Milling and Processing. Extracted
uranium ore undergoes milling to produce a powdered form known as “yellowcake,” which contains concentrated uranium oxide
(“U3O8”). Various chemical and physical processes are employed to extract and purify uranium from the ore, resulting
in a product suitable for further enrichment.

●Enrichment. Uranium
enrichment is a critical process where the concentration of uranium-235 isotopes is increased, as they are the fissile material necessary
for sustaining nuclear fission reactions. Enrichment facilities utilize centrifugation, gaseous diffusion, or laser-based methods to
achieve the desired uranium isotopic composition.

●Nuclear Fuel Production. Enriched
uranium is then fabricated into fuel assemblies or pellets for use in nuclear reactors. These reactors generate heat through controlled
nuclear fission reactions, which in turn produce steam to drive turbines and generate electricity. The fabrication process involves shaping,
sintering, and assembling the enriched uranium into fuel elements compatible with specific reactor designs.

●Waste Management and Decommissioning. After
its useful life, uranium fuel becomes spent fuel and must be carefully managed due to its radioactivity. There are extensive processes
for handling, storing, and eventually disposing of nuclear waste. Additionally, when nuclear facilities reach the end of their operational
life, they undergo decommissioning, which involves safely dismantling the plant and managing any residual radioactive materials.

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The uranium market is influenced by various factors,
including global energy demand, geopolitical considerations, regulatory policies, and technological advancements. Long-term contracts,
spot market transactions, and government policies regarding nuclear energy development significantly impact the uranium market’s
dynamics and uranium’s pricing. Several key developments and trends have shaped the current landscape of the uranium market:

●Global Nuclear Energy Resurgence. The
global energy landscape is experiencing a renewed interest in nuclear power, driven by the goal to reduce carbon emissions and secure
stable and non-fossil fuel energy sources with the aim of reaching the targets set forth in the Paris Agreement. Countries like the UK,
Japan, and several EU nations are expanding their nuclear energy capacities. The UK’s plan to quadruple its nuclear capacity by
2050 is a prime example of this trend. This resurgence is expected to drive long-term demand for uranium.

●Uranium Price Recovery. Following
a period of low prices, uranium prices have rebounded significantly. In January – February 2024, uranium prices have reached their
highest levels around $106/lb in nearly 17 years, spurred large by concerns over insufficient and unreliable supply, exacerbated
by sanctions on Russian nuclear fuel services and transportation restrictions, which have led to a supply squeeze. As of July 2025, spot
prices were $71/lb. The uranium market is entering a new cycle, with projections indicating that mothballed uranium projects will take
several years to come online. This delay in production, coupled with rising demand for nuclear power, has led to a growing supply-demand
gap. As of July 2025, industry sources, including Uranium Producers of America as presented by Discovery Alert, estimate a uranium shortfall
of roughly 55 million pounds over the next 18 months in approximately 200 million pounds market. Looking ahead, according
to the same source, projections indicate an even more concerning 1 billion-pound deficit over the next 15 years. This structural
deficit, along with higher prices, is expected to drive new investments in uranium mining.

●Supply Chain and Geopolitical Challenges. The
uranium supply chain has been heavily impacted by geopolitical events, particularly the ongoing conflict between Russia and Ukraine.
Many countries are now seeking to reduce their reliance on uranium from politically unstable regions, leading to a realignment of global
supply chains. This shift is creating opportunities for producers in more stable regions.

●Research and Development. Continuous
research and development efforts drive innovation within the uranium industry, focusing on improving efficiency, safety, and sustainability
across the nuclear fuel cycle. Advancements in reactor technology, fuel fabrication techniques, waste management solutions, and nuclear
decommissioning processes contribute to the industry’s evolution. Specifically, Small Modular Reactors (“SMR”s)
represent a significant technological advancement in the nuclear sector. These reactors are smaller, more flexible, and potentially safer
than traditional reactors, making them attractive to both developed and developing nations. SMRs are expected to play a key role in the
future energy mix, driving additional demand for uranium as these technologies become more widely adopted.

●Environmental Considerations. Uranium
mining and processing activities raise environmental concerns related to land disturbance, water usage, and radioactive contamination.
Sustainable practices, environmental monitoring, and remediation efforts are essential to mitigate these impacts and ensure responsible
stewardship of natural resources.

●Regulatory Compliance and Safety. The
uranium industry operates under strict regulatory frameworks designed to ensure safety, security, and non-proliferation of nuclear materials.
Regulatory oversight covers all aspects of uranium mining, processing, transport, and waste management, with a focus on minimizing environmental
impact and mitigating potential health hazards. Compliance with these standards is mandatory and involves regular monitoring, reporting,
and inspections by national and international agencies. This rigorous oversight ensures that uranium companies maintain high safety standards,
protect the environment, and adhere to global non-proliferation agreements.

●Public Perception. The
uranium industry often grapples with public concerns related to environmental and safety risks, largely influenced by historical nuclear
accidents and fears about radioactive contamination. However, there is a growing recognition of the role that nuclear energy can play
in achieving low-carbon energy goals, which is gradually shifting perceptions. While challenges remain, particularly around the long-term
management of nuclear waste, the increasing acknowledgment of nuclear power’s potential in combating climate change is helping
to foster a more balanced and positive public dialogue.

●Market Dynamics and Long-Term Outlook. The
uranium market is influenced by various factors, including global energy policies, technological advancements, and geopolitical developments.
While the market is also characterized by volatility, driven by fluctuations in demand, supply disruptions, and the pace of technological
adoption, the long-term outlook for uranium remains strong, with expected increases in nuclear energy capacity globally.

Overall, the uranium industry plays a crucial
role in meeting global energy needs, particularly in regions where nuclear power serves as a significant source of electricity generation.
Despite facing challenges related to safety, security, and public perception, ongoing innovation and collaboration within the industry
contribute to its resilience and continued relevance in the broader energy landscape.

The below chart from tradingeconomics.com depicts
the price of spot uranium in the last 10 years; as of March 12, 2026, the closing price of spot uranium was $85.90. On the other hand,
the chart from World Nuclear Association shows uranium supply and demand between 2018 and 2040.

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Further, the chart from U.S. Department of Energy
plots criticality ratings for the key materials in the medium term. In general, the criticality of most materials changes over time due
to anticipated market response and the emergence of viable substitutes or a dramatic ramp up in demand for the materials. The chart shows
three broad categories of criticality. Materials in the upper quadrant of the matrix, with scores of 3 or higher on both axes, are characterized
as critical. Materials with a score of 3 or higher on one axis but a 2 on the other axis are characterized as near critical.

While they are not currently judged to be critical,
small changes in one or more of the underlying factors could put them at criticality. All other materials are judged as being not critical.
However, this assessment is based on the best available information, so even materials judged as not being critical could be at risk due
to significant unforeseen circumstances.

Source: tradingeconomics.com

Date: March 2026

Source: World Nuclear Association

Date: April 2022

Source:
U.S. Department of Energy

Date:
August 2024

Government Regulation

Colombia

The exploration and exploitation of mining prospects
are subject to regulation by a number of federal and departmental government authorities in Colombia. The ANM regulates mining in Colombia
whose policies reflect the agenda of the government in office. While it is a decentralized national entity, it is attached to the Colombian
Ministry of Mines and Energy (the “MME”), and is responsible for managing royalties, granting and executing concession contracts
and maintaining the national registry of concession contracts.

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Environmental authorities in Colombia include
the ANM, the department mining agency, Corporación Autónoma Regional de Caldas (“Corpocaldas”), the MME and
the Ministry of Environment and Sustainable Development (“MESD”). Various levels of governmental entities have significant
levels of interest and impact in the mining industry, with local governments being typically the most influential.

In Colombia, exploration and exploitation of mining
resources, such as uranium, are formalized by execution of a concession contract with the correspondent national mining authority pursuant
to the mining legislation Law N°685/2001, duly amended by Law 1382 of 2010.

Between 1940 and 2011, until the ANM was created,
the mining authority of Colombia was the MME. The MME delegated certain mining-related matters to national and department authorities.
Specifically, until 2012, the National Institute of Geology and Mining (“INGEOMINAS”) was responsible for managing royalties
and maintaining the national register of concession contracts. By means of Decree 4134 of November 3, 2011, the Colombian government
created the ANM, which assumed responsibility for the granting, execution, and administration of concession contracts throughout Colombia
starting from 2012.

Colombian departmental governments are charged
with the granting, execution and performance of concession contracts and other related administrative proceedings within their respective
department boundaries. This is also the case for the Department of Caldas, in which the Berlin Project is located, whereby the departmental
government manages all exploration and mining-related activities for minerals found within the department, except for coal and emeralds,
which are managed by INGEOMINAS.

Under Colombian law, foreign individuals and corporations
have the same rights as Colombian individuals and corporations. Foreign companies are required to constitute a branch, subsidiary, or
affiliate in Colombia before they may be granted a concession contract. Requirements to maintain the concession contract in good standing
are described below.

Concession Fees

Annual concession fees during the exploration
and construction phases are required to be paid to the Colombian government to maintain concession contracts comprising the Berlin Project
in good standing (Concession Contract 664-17 and Concession Contract 736-17) (collectively, the “Berlin Concession Contracts”).
The approximate annual cost of maintaining the Berlin Concession Contracts is $65,000.

As of December 31, 2024, certain concessions
comprising the Berlin Project were not in good standing under applicable law as there were arrears of surface fee payments owing to the
ANM in the approximate amount of $142,000 including accrued interest, which were paid during 2025. As of December 31, 2025, all arrears
amounts and accrued interest owing in relation to the concessions have been paid to the ANM and there are no further amounts owed.

Environmental Mining Insurance

Within 10 days following the execution of
a concession contract, an environmental mining insurance policy must be obtained by the concession-holder as a guarantee against non-compliance
with mining and environmental obligations. Failure to meet these obligations may result in the levying of fines and the unilateral termination
of the agreement by the ANM. The insured value is calculated as follows for the different stages of a concession contract:

●Exploration — 5% of annual estimated work
expenditures.

●Construction — 5% of the annual investment
towards mine construction.

●Exploitation — 10% of the result of multiplying
the estimated annual production by the price of the mineral being extracted, as determined by the Government of Colombia.

The insurance policy must be in full force and
effect for three years beyond the life of the concession contract and is renewed annually as part of the fulfilment of obligations
to maintain the concession contract in good standing.

Budget Work Program

At the time of an application, and when an extension
to the exploration phase is granted, a budget and work program must be presented to the ANM.

Reporting

An annual report of activities on each of the
Berlin Concession Contracts is required to be submitted to the ANM.

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Royalties

The Government of Colombia requires a net smelter
return (“NSR”) royalty that varies according to commodity. The percentage of the NSR royalty for various commodities
are as follows:

Commodity
NSR Royalty

(%)

Uranium
10

Vanadium, phosphorus, molybdenum, yttrium, and rhenium
5

Gold and silver
4

Nickel
12

Construction Materials (including gypsum)
1

Royalties are accrued at mine head, meaning that
100% of the ore mined is taken into account to calculate the royalty.

When calculating the royalty, the MME takes into
account the sales price of the mineral extracted from the mine, as well as costs, such as transport and refining/processing, as estimated
from various sources, including mining companies and publications.

Royalties have typically been payable in cash
or in kind. When payable in kind, since royalties are calculated at mine head or wellhead, the royalty percentage will never form part
of the product to be sold by the producer but will be as from that moment owned by Colombian government. This means that royalties in
kind will never form part of income and thus will not be considered as a cost or expense for the Company. When payable in cash, royalties
will be taken from income obtained by the producer in the sale of product to the market. Although the royalty is calculated at the mine
head or wellhead, it will be payable only once the product has been sold. Thus, the royalty percentage is part of the product sold and
then subtracted from the income obtained as a consideration payable to Colombian government for the exploitation of the mine or well.
Said consideration is considered as deductible for income tax purposes, as expressly accepted by tax authorities through a ruling issued
in 2005. Uranium mining and extraction in Colombia is a new phenomenon and that there is no assurance that the Colombian government will
accept royalty payments in kind given the sensitive nature of the product.

Green Energy Transition

The Colombian government has implemented multiple
policies and strategies aimed at promoting a transition towards renewable energy and reducing reliance on fossil fuels. These initiatives
are collectively referred to as the “Green Energy Transition.” Among the most prominent is the E2050 Strategy, which
sets a long-term pathway for decarbonization and sustainable development. The Energy Transition Law (2021) plays a pivotal role in
expanding the use of renewable energy sources, such as wind, solar, and hydrogen, while reducing the country’s dependence on oil
and coal. Furthermore, the National Energy Plan (2020-2050) outlines a comprehensive framework to diversify Colombia’s energy mix
and achieve significant reductions in greenhouse gas emissions. These efforts are aligned with the country’s ambitious commitment
to cut emissions by 51% by 2030 and achieve net-zero emissions by 2050. The Colombian government is also working on promoting green hydrogen
and increasing private and public sector investments in renewable projects, making energy transition a cornerstone of its national agenda.
As part of this strategy, Colombia has positioned itself as a key player in the global shift towards clean energy, with its natural resource
base, including uranium, seen as crucial for nuclear energy, which complements renewable energy sources. This supports Colombia’s
potential to be a leading supplier of uranium, aligning with its broader Green Energy Transition goals.

The Green Energy Transition provides substantial
support for companies operating in Colombia’s energy and mining sectors. As Colombia seeks to become a leader in sustainable energy,
uranium plays a critical role in the development of clean, nuclear energy, which remains an essential part of the global decarbonization
strategy. The Company’s operations align with the government’s policy goals, as nuclear energy offers a low-carbon energy
source that can complement renewable energy projects. Additionally, the regulatory environment fostered by the Energy Transition Law and
related policies creates a favorable framework for exploration and mining companies by incentivizing investment in clean energy initiatives.
These policies not only provide stability but also create opportunities for growth, as Colombia continues its shift towards a low-carbon,
sustainable economy.

Argentina

Federal Legal Framework

According to the Argentina Political State Organization,
all mines belong to the provinces of Argentina, which grant exploration and exploitation rights to applicants. The Argentinian federal
government has enacted the National Mining Code (“Argentina Mining Code”) which is applicable to the entire country.

The provinces of Argentina have the power to regulate
the procedural aspects of the Argentina Mining Code through each Provincial Mining Procedure Code (“Mining Provincial Code”)
and to organize its local authorities. Accordingly, provinces appoint mining authorities and provide procedural mining regulations that
individuals and legal entities must follow to be awarded mining rights and property.

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Under the Argentina Mining Code, a mining concession
allows its holder to carry out exploration and exploitation activities within the area defined in the respective concession title, provided
that prior to the beginning of any mining activity, such concession title is granted by the local mining authority.

According to the Argentina Mining Code, there
are two types of mining rights, one of them is the exploration and the other is the exploitation rights, both of which are exclusive,
as described below:

Exploration Permit (“Cateo”)

The holder of an exploration permit can explore
the area during the period granted. Where the holder of an exploration permit discovers mineable minerals, the holder will have an exclusive
right to apply for an exploitation permit in respect of that area.

The time period granted under an exploration permit,
depends on the extent of the area applied. The maximum area allowed is 10,000 ha which is divided into units of measurements of 500 ha
each. For the first unit granted, the valid period is 150 days and for the following units of measurements, 50 days are added
for each unit. A relinquishment must be made after the first 300 days, and a second one, after 700 days have elapsed. The applicant
must pay a fee (“Canon”), submit a minimum working plan to be performed, and hand in an environmental impact assessment. Exploration
permits are granted for a fixed period of time, based on the extension of the area applied for and there are no renewal or extensions
of the term originally granted. Moreover, the permit holder cannot apply again for the same area until a year has elapsed. Therefore,
the next step in the process for the Company for the Argentina Projects, provided that mineable minerals are discovered in the exploration
area, is to apply for exploitation rights.

Exploitation Permit (“Manifestation of
Discovery”)

An exploitation permit has no time limit provided
the holder complies with the requirements of law, which are basically to pay the annual payment of a Canon, the compliance with a submitted
working and investment plan, and the submission of an environmental impact assessment survey that must be updated every two years.
Within the administrative/judicial process, the holder obtains final title to the concession once the manifestation of discovery is registered
by the applicable mining authority. The right to mine is reached once the working and investment plan, and the environmental impact assessment
survey, are duly approved, the exploitation right is thereby granted and the final title of the mine is issued. Before this stage, it
is called “manifestation of discovery” and is treated as an application in process.

There are three different ways of acquiring an
exploitation permit:

●By discovering a mine as a consequence of an exploration
process as described above.

●When a mine is discovered by “chance”, meaning,
without an exploration process.

●When an exploitation right has been declared and posted in
the register as “vacant” due to a non-compliance with the requirements settled by law.

Obligations of the Holder of an Exploration
Permit

The holder of an exploration permit must perform
a series of obligations to maintain the exploration permit in good standing, as described below. The failure to comply with these obligations
could result in the revocation of the exploration permit.

●Field delimitation task: Once the exploration permit has been issued, the titleholder has
30 days to delimit the land to the relevant exploratory area.

●Working Plan: A minimum working plan must be filed setting out basic data related to the
exploration activity.

●Canon: The Canon must be made together with the presentation of the application permit and is
only to be paid once. If an overlap exists, and the concession cannot be issued, then the applicant will receive a reimbursement of
the monies paid. According to the Argentina Mining Code, the amount to be paid as Canon is $9,680 per unit of exploration, where a
unit of exploration is 500 ha.

●Environmental Impact Assessment (“EIA”): The EIA is for proposed exploration
works only. The requirements for an EIA are related to the exploration works proposed and are outlined in regulations. The
presentation of an EIA is required before starting any field work.

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Obligations of the Holder of and Exploitation
Permit

The holder of an exploitation permit must perform
a series of obligations to maintain the exploitation permit in good standing, as described below. The failure to comply with these obligations
could result in the revocation of the exploitation permit.

●Canon: The Canon must be paid
twice a year on June 30 and December 31. If the Canon is not paid, it will result in the revocation of the exploitation permit,
unless the titleholder pays the Canon within the 45 following days plus a 20% penalty amount (fine). According to the Argentina
Mining Code, the amount to be paid is $19,000 annually per unit of disseminated tenement (pertenencia) for minerals of first category.
The area or unit of each tenement for disseminated minerals is 100 ha. For minerals of first category non disseminated, the amount is
$1,900 annually per unit. If a mine is discovered, there is a three-year period in which no Canon payments are required to be made.

●Legal Labor and Legal Survey: A
legal labor to establish the limits of the mineable area must be performed within 100 days after the date of registration of the
mining right. The legal labor consists of the digging of a trench, well, gallery or drilling of at least of 10 m in length as evidence
of the veracity of the discovery. Within 30 days after compliance with the legal labor requirement, a filing requesting the legal
survey must be done. The local mining authority has to set a date and the professional that will carry out the survey. Once the latter
is completed and approved, the final title of the mine is granted.

●Working and Investment Plan: A
working and investment plan must be lodged which outlines the titleholder’s plan to achieve a minimum production equivalent to
300 times the annual Canon paid within a period of five years following the year in which the application of the legal survey is
submitted. During each of the first two years, the titleholder must invest a minimum of 20% of the total investment in the concession
and the remaining 80% may be freely distributed during the remaining three years. Every year, an affidavit describing the investment
made should be submitted to the local mining authority. If the affidavit is not submitted or does not correspond with real investment,
the license expires and the mine is declared vacant, unless the holder amends the mistake or omission within the following 30 days
after receipt by the holder of the notification of non-compliance from the local mining authority. When the mine remains without activity
for a period of four years, the local mining authority can require the titleholder to present a reactivation plan. The reactivation
plan must be provided to the local mining authority within six months, otherwise the mine is declared vacant. The titleholder should
comply with each stage as described in the work and investment plan, which cannot contemplate a period in excess of five years.

●Environmental Impact Assessment: An
EIA must be filed prior to initiating the field work and is required to be updated every two years.

Surface Rights and Easements

Under the Argentina Mining Code, holders of exploration/exploitation
permits do not hold surface rights and agreements must be entered into with the surface owners and/or holders of mining easements.

Economic Revolution

Argentina has embarked on a series of sweeping
economic reforms, widely referred to in the media as an “economic revolution.” These reforms aim to drastically reduce public
spending, privatize key industries, and attract foreign investment by deregulating large segments of the economy. One of the central elements
of this reform is liberalizing the energy and mining sectors, areas historically dominated by state controls and heavy subsidies. Argentina
has taken steps such as reducing subsidies on energy, devaluing the peso to stabilize the financial system, and implementing measures
like Decrees of Necessity and Urgency (DNU 55/2023 and DNU 70/2023) that address Argentina’s energy crisis and encourage investment
in strategic sectors like mining and energy. These reforms build on Argentina’s existing nuclear infrastructure, which includes
three operational reactors, and initiatives like the Reactivation of CAREM-25 SMR project by the National Atomic Energy Commission. The
CAREM project, Argentina’s first domestically designed nuclear reactor, aims to enhance the country’s nuclear capabilities,
addressing both domestic and regional energy needs. Plans are already underway to expand the use of SMRs, not just for domestic use but
also for potential export, highlighting the growing role of nuclear energy in Argentina’s future energy landscape. The reform push
for deregulation in the mining and energy sectors and is expected to boost investment in uranium mining, a crucial component for nuclear
energy production, according to Deutsche Welle.

These economic reforms create a favorable environment
for companies. By reducing regulatory barriers and encouraging foreign direct investment, the reforms provide The Company with increased
opportunities to expand its operations. The government’s focus on energy independence and nuclear energy as a reliable, low-carbon
energy source aligns perfectly with the Company’s mission. With Argentina seeking to revitalize its nuclear capabilities, the Company
is well-positioned to support the country’s long-term energy goals, benefiting from streamlined regulations, improved infrastructure
investment, and a more favorable business climate for mining exploration and development. These reforms not only enhance operational efficiencies
but also open new pathways for growth as Argentina seeks to bolster its energy security in the context of regional and global markets.

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Provincial Legal Framework

The applicable Mining Provincial Codes set out
the procedures to be followed for the application and maintenance in good standing of exploration and exploitation mining rights and the
compliance with the obligations of holders of exploration and exploitation permits set out under the Argentina Mining Code for conducting
mining activities in the provinces of Chabut and Mendoza.

Environmental Regulation

Our current and future operations, including exploration
activities on our Properties or areas in which we have an interest in, are subject to laws and regulations governing exploration, development,
tenure, production, taxes, labor standards, occupational health, waste disposal, protection and remediation of the environment, reclamation,
mine safety, toxic substances and other matters. There is also risk that environmental and other laws and regulations may become more
onerous, making it more costly for us to remain in compliance with such laws and regulations, which could result in the incurrence of
additional costs and operational delays or the failure of our business.

Colombia

Exploration is required to be carried out to standards
of the mining and environmental authorities in Colombia. Corpocaldas monitors environmental compliance and issues water permits as well
as permits for trenching and drilling in the Department of Caldas. An environmental license is required for the exploration stage. All
work must be done in accordance with mining and environmental standards issued by the MME and the MESD. Corpocaldas then oversees
the fulfillment of the environmental regulations on the project.

Permits are required to fall trees for access,
construction of drilling platforms, and for access to water sources. Permitting typically takes two to six months to process but
could take longer depending on various other factors or overall backlog of the approving authority. Water from one permitted site can
be used for various drill platforms in the vicinity. These permits will be applied for when the location of the drill platforms has been
decided.

An Environmental Impact Study must be completed
in order to obtain an environmental license from Corpocaldas before mine construction may commence.

Argentina

Protection of the environment and preservation
of natural and cultural heritage within the scope of mining activity in Argentina are subject to:

●specific regulations of the Argentine Mining Code — as
amended by National Law N° 24,585 of Environmental Protection for mining activity;

●federal laws and regulations enacted by the federal government
relating to activities susceptible to making an environmental impact, including, but not limited to, the protection of glaciers and peri-glacier
geoforms by restricting the activities that can take place in glacier and peri-glacier areas, including mining; and

●all relevant provincial laws and/or regulations in force
in the jurisdiction where the mining properties are located.

The Argentina Mining Code requires titleholders,
prior to the initiation of field activities, to prepare an EIA with respect to the mining project and lodge the EIA with the local mining
authority where the mining tenement is located. The EIA is analyzed from a technical, environmental, scientific and legal point of view.
If the EIA is approved, the local mining authority issues an environmental impact declaration (“DIA”) setting out the conditions
for developing the mining project. The DIA is required to be updated every two years.

The Argentina Mining Code and the federal environmental
laws establish a joint liability regime which is applicable to all persons involved in environmental damage caused on the tenement land,
or a breach of regulations, whether the damage is caused directly by the titleholder or by its employees, contractors or subcontractors.
Mitigation and rehabilitation of the environmental damage is mandatory.

Weather Conditions

The average temperature in the area of the Berlin
Project is between 21°C and 25°C, with the daytime temperature varying between 26°C and 29°C throughout the year;
average annual rainfall is 2,900 mm per year, according to World Weather Online. There are two peak rainfall periods: February through
May and October through December. These conditions allow for year-round operations.

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The average temperature in the area of the Huemul
Project varies throughout the year, typically ranging from around 5°C in the winter (June to August) to 20°C in the summer (December
to February), according to World Weather Online. The region has a relatively low annual rainfall, averaging between 200 mm and 400 mm,
with most precipitation occurring between May and August. Due to its semi-arid climate, Mendoza experiences clear, dry conditions for
most of the year, allowing for year-round operations.

The average temperature in the area of the Laguna
Project varies throughout the year, ranging from about 8°C in the winter months (June to August) to 25°C during the summer months
(December to February), according to World Weather Online. The region received an average rainfall of approximately 200-250 mm, with
the majority of precipitation occurring between December and March.

Employees

We have three full time employees, consisting
of our chief executive officer, chief financial officer and our executive chair, and we engage various consultants, independent contractors
and advisors to provide technical and geological services.

To date, we have not experienced any work stoppages.
Furthermore, none of our employees are currently represented by a labor organization or subject to collective bargaining agreements. Our
human capital objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and new
employees. We anticipate that the number of employees will increase as we continue our exploration and mining activities.

Foreign Operations

Our principal asset and operations are located
in Colombia and Argentina. See the information under the headings “Property” and “Risk Factors”
in this Annual Report on Form 10-K for more information.

Significant Acquisitions

Other than the acquisition of a 100% interest
in the Berlin Project through the acquisition of Gaia Energy and Berlin BVI on April 8, 2024 pursuant to the terms and conditions
of the Berlin Project SPA and a 100% interest in the Argentina Projects through the acquisition of 284 Ontario on July 19, 2024 pursuant
to the terms and conditions of the Argentina Projects SPA, the Company has not completed any acquisitions of any material amount of assets
otherwise than in the ordinary course of business.

Significant Dispositions

There have been no dispositions of any material
amount of assets otherwise than in the ordinary course of business.

Climate Change and Sustainability

The Company recognizes its environmental and societal responsibilities
and is committed to sustainability and to improving its environmental footprint as well as operating its business in a manner that seeks
to protect the health and safety of the Company’s employees, as well as the public.

Available Information

The Company’s internet address is https://www.jaguaruranium.com.
The Company makes available, free of charge, on its website the copies of the Company’s Annual Reports on Form 10-K, Quarterly Reports
on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports as soon as reasonably practicable after the Company electronically
files such material with, or furnishes it to, the United States Securities and Exchange Commission (the “SEC”).

The content of the Company’s website is not incorporated by reference
into this Annual Report on Form 10-K or in any other report or document it files with the SEC, and any references to the Company’s
website is intended to be inactive textual references only.

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