NASDAQ: NNE

January 2025 Acquisition of KRONOS and LOKI Assets

On January 10, 2025, we closed the acquisition of
certain assets related to the KRONOS MMR™ Energy System and the LOKI MMR™ Energy System from Ultra Safe Nuclear
Corporation (“USNC”). These assets (the “USNC Assets”) included (i) five contracts with third-party
collaborators, (ii) 38 issued, pending or published patents, 16 registered, pending or published trademarks, and any other
technology and intellectual property related to the acquired assets, (iii) rights related to a demonstration project related to the
KRONOS MMR™ Energy System in the United States and (iv) the business records of the USNC Assets and related rights. We
acquired these assets through two new wholly owned subsidiaries incorporated in Nevada.

The USNC Assets also included certain Canadian assets relating
to both the KRONOS MMR™ Energy System and certain Canadian intellectual property rights relating to the LOKI MMR™ (the “Canadian
Assets”). The Canadian Assets include, among other assets: (i) three contracts with Canadian authorities, including a license application
(the “Chalk River License Application”) with the Canadian Nuclear Safety Commission (“CNSC”) associated with a
KRONOS MMRTM reactor demonstration project at Chalk River Laboratories located in Ontario, Canada (the “Chalk River Project”),
(ii) the equity interests of a Canadian partnership that was believed at the time to hold the Chalk River License Application (the “Canadian
Partnership”), and (iii) rights related to the Chalk River Project. The transfer of the Chalk River License Application and certain
other of the Canadian Assets (such assets, the “Consent Assets”) required the consent of certain Canadian governmental entities,
including the CNSC (the “Canadian Consents”). We established an escrow of $250,000 deposited at the closing securing the Canadian
Consents. If the Canadian Consents were not received within 90 days after the closing, we had the right to terminate the acquisition of
the Consent Assets, receive the return of $250,000 held in escrow and forfeit our rights to the Consent Assets. Our right to acquire the
Consent Assets was established pursuant to an option arrangement with our Chairman and President and his affiliated entities as described
below.

We closed our acquisition of the USNC Assets (including the
Canadian Assets which were not Consent Assets, consisting of Canadian intellectual property rights) on January 10, 2025. The USNC Assets
were acquired free and clear of any liens other than certain specified liabilities of USNC that were assumed, for a total purchase price
of $8.5 million in cash through an auction conducted pursuant to Section 363 of the U.S. Bankruptcy Code in connection with USNC’s
pending Chapter 11 bankruptcy proceedings. We consider this purchase price to be advantageous for us as we believe based on publicly available
information that USNC raised over $120 million for the development of the KRONOS MMR™ Energy System and that a major data center
operator had conducted due diligence on the project while it was being developed by USNC. On December 18, 2024, the United States Bankruptcy
Court for the District of Delaware, the court overseeing USNC’s bankruptcy, approved the sale of the USNC Assets to us, including
the Canadian Assets, which approval included our right to assign our purchase rights to the Consent Assets.

We were first made aware of the bankruptcy sale opportunity
for the USNC Assets a few weeks before the bankruptcy auction was scheduled to take place. As such, the process of bidding for and documenting
the purchase was very expedited and provided us with only a limited ability to conduct full due diligence on the USNC Assets, particularly
the Canadian Assets. Moreover, we were made aware at that time that certain Consent Assets (specifically the Canadian Partnership) could
be encumbered by liabilities that could not be cleared through USNC’s U.S. bankruptcy process, thus creating a risk to us should
we assume such liabilities. To enable our ability to continue diligence of the Consent Assets to ensure we acquired the correct assets
and did not assume or become exposed to any unknown liabilities, on the closing date of the USNC Asset acquisition, we assigned our rights
to acquire the Consent Assets to Jay Jiang Yu, our founder, President, Secretary and Treasurer, and Chairman of the Board, and certain
existing Canadian entities owned or controlled by Mr. Yu (the “Yu Entities”). Accordingly, on January 10, 2025, we entered
into an option agreement (“Yu Option Agreement”) with Mr. Yu and Yu Entities, pursuant to which we received an option back
from Mr. Yu and the Yu Entities to acquire for nominal consideration, for a period of five years beginning with the receipt by the Yu
Entities of the Consent Assets upon receiving the Canadian Consents, any or all of the equity interests of the Yu Entities or the Canadian
Partnership, the other Consent Assets or the material assets and business of the Canadian Partnership. The assignment of the right to
acquire the Consent Assets and the Yu Option Agreement were unanimously approved by our disinterested directors. Given the uncertainties
regarding the Consent Assets at that time, we believe this option arrangement was the most efficient and cost-effective structure (particularly
since the option was exercisable by us for only nominal consideration) for us to close the bankruptcy sale and secure the right to acquire
Consent Assets, while also preserving our ability to progress the KRONOS project in Canada and facilitate the Canadian Consents.

2

Acquisition of GFPL and 2025 Progress with Chalk River
Project

During 2025, we sought Canadian Consents for the Consent Assets
(most notably, the Chalk River License Application). As part of our continuing due diligence, we learned that a USNC affiliate called
Global First Power Ltd. (“GFPL”), and not the Canadian Partnership, was in fact the holder of the Chalk River License Application.
Further, we were informed by the CNSC that the Chalk River License Application could not be transferred and that only GFPL itself could
complete the Chalk River License Application and obtain the license for the Chalk River Project or, alternatively, we or our subsidiaries
or designees would need to file a new application with the CNSC. Accordingly, we determined that the most efficient course of action for
our company to continue the Chalk River Project would be for us to acquire GFPL itself and thereby acquire the Chalk River License Application.
As a result, on August 14, 2025, The RPWI Liquidating Trust, a Delaware liquidating trust created pursuant to USNC’s plan of liquidation
in bankruptcy, GFPL, our company and our subsidiary Kronos MMR Inc. entered into a Purchase Agreement (the “GFPL Purchase Agreement”)
pursuant to which Kronos MMR agreed to purchase all of the equity interests of GFPL and any other assets of GFPL that are specified in
the GFPL Purchase Agreement (including the rights to the Chalk River License Application), free and clear of all liens, claims, encumbrances
and other interests. The purchase price for GFPL was our assumption of an approximately $0.65 million liability, which was the amount
owed by GFPL to the CNSC for pre-petition bankruptcy claims, plus any other amounts payable to CNSC for the Chalk River License Application
which first arise and relate to, or become due and payable in the ordinary course after the closing of such acquisition, plus a $15,000
expense reimbursement allowance. On September 2, 2025, the GFPL Purchase Agreement and the transactions contemplated thereby were approved
by the Bankruptcy Court, and on October 16, 2025, such transaction was closed. We expect to pay the $0.65 million assumed liability using
cash on hand in the near future.

As a result of the foregoing, neither the Yu Entities nor
our company formally acquired the Consent Assets, and given our subsequent due diligence and discussions with CNSC following our acquisition
of the USNC Assets, we have determined that (i) our acquisition of GFPL provides us with all of the rights and assets we require from
USNC to progress the Chalk River Project, (ii) the Consent Assets subject to the Yu Option Agreement are immaterial to our plans and need
not be acquired, with the result that we expect to terminate the Yu Option Agreement and (iii) given that the
Canadian Consents were not achieved on a timely basis, we intend to seek a return of the $250,000 escrow amount. In late October 2025,
we announced our rebranding of GFPL to the name True North Nuclear.

Our KRONOS MMR™ Reactor and Key Collaboration with
The University of Illinois

The KRONOS MMR™ reactor is our lead reactor
development project, and we are currently prioritizing this project over our other microreactors in development. It is a stationary reactor
design that targets new markets beyond those targeted by our smaller microreactors, which are designed for more remote locations, such
as island and remote communities, remote industry such as mining projects or oil and gas. The KRONOS MMR™ reactor will
also target larger population centers, larger industrial operations, industrial heat for larger industries, and data and artificial intelligence
centers for the tech industry. The KRONOS MMR™ design incorporates negative reactivity feedback, passive heat removal,
passive shutdown characteristics, and uses helium — an inert gas — along with TRISO fuel. These features allow the reactor
to safely dissipate heat without operator intervention or external power.

3

On March 29, 2025, we executed a Sponsored Research Agreement
Amendment No. 2 with The Board of Trustees of the University of Illinois (referred to for these purposes as “U of I”) that
substituted our company as an assignee of the rights and obligations of USNC regarding the sponsored research relationship with The University
of Illinois Urbana-Champaign (“UIUC”) for the KRONOS MMR™ project. Under the Sponsored Research Agreement and its amendments
(the “UIUC Agreement”), our company, in collaboration with U of I, will construct, obtain regulatory approval for, and deploy
a KRONOS MMR™ research and test reactor on the UIUC campus. The UIUC Agreement as entered into with U of I is effective January
1, 2022, and will terminate on February 28, 2027, unless terminated earlier, for convenience by either party by providing 30 days’
advance written notice, for material breach by either party that is uncured within 30 days after providing notice, or immediately upon
notice, if (i) the parties cannot agree on an acceptable successor U of I principal investigator for the project (if either of the current
U of I principal investigators become unable to perform), (ii) we are declared insolvent, cease (or threaten to cease) to carry on our
business, or an administrator or receiver has been appointed over all or part of our assets; (iii) we fail to pay promptly research costs
to U of I under a budget not to exceed approximately $3.4 million; or (iv) either party is debarred or excluded from participating in
any government program. Under the UIUC Agreement, each party owns the inventions it develops alone, and any inventions developed together
are jointly owned. At our request and expense, U of I will file patent applications in the United States and foreign countries for any
U of I or joint inventions. With U of I approval, we may control patent application filing, prosecution, and maintenance. We have also
received a non-exclusive, non-transferable royalty-free license to practice each U of I invention for commercial purposes within the field
of nuclear energy. In mid-April 2025, we launched a recruitment initiative focused on the Midwest region to support our plans to construct,
demonstrate and gain regulatory approval for full-scale KRONOS MMR™ Energy System in both the United States and Canada.

In late April 2025, the U.S. Nuclear Regulatory
Commission (“NRC”) issued its final Safety Evaluation (SE) approving the Fuel Qualification Methodology Topical Report
(FQM TR) for the advanced fuel design to be used in the KRONOS MMR™ Energy System. The FQM TR is a technical document that
defines the analytical framework and testing approach by which irradiation data and fuel performance information will be evaluated
to demonstrate that the KRONOS MMR™ fuel meets NRC safety and reliability requirements. Approval of the FQM TR does
not in itself authorize construction or operation of the KRONOS MMR™ reactor; rather, it provides regulatory acceptance of the
methodology that will be used to qualify the fuel in subsequent testing and licensing steps. This milestone is significant because
it reduces licensing uncertainty by establishing NRC-endorsed criteria for demonstrating that the fuel will perform as intended
under both normal operating and accident conditions. The next stages in the regulatory process, all of which we anticipate
completing by early 2026, include completing the associated safety and environmental analyses, and submitting an application for a
construction permit for the KRONOS MMR™ reactor at UIUC. We plan to submit the construction application for the
KRONOS MMR™ reactor in early 2026 and anticipate receiving the approval in the first half of 2027, subject to the
NRC’s review process. The duration of the NRC’s review depends on the scope and content of the application, and
licensing for advanced reactors may extend over several years. The NRC’s approval of the FQM TR therefore marks the beginning
of the staged regulatory process that we must complete in order to obtain authorization to construct and ultimately operate KRONOS
reactors.

As of the date of this Report, we have already made material
progress with the KRONOS MMR™, including affirming the collaboration for this project with UIUC; however, we have not yet determined
a definitive timeline for demonstration, licensing and commercial launch of this reactor, but when considering construction timelines,
licensing timeframes, sourcing key materials and fuel, we estimate the early 2030s for commercial readiness.

We believe that the diversity of our products in
development positions us to capitalize on growing financial investment and societal momentum driving advanced nuclear energy
technologies on a global scale across multiple different areas. We will leverage our world-class technical team to analyze and
optimize these technologies, key components, and intellectual property, before integrating them into its operational frameworks and
ongoing innovative efforts. We also intend to build upon and strengthen the extensive industry relationships that USNC established
during its operations, including those with UIUC and the Canadian Government to build prototype reactors. Once operational in the
future, our plan is to be able to sell a majority of the energy produced at the UIUC using the KRONOS MMR™ reactor,
with UIUC retaining a portion for its own use.

Our Other Microreactor Projects

Our LOKI MMR™ reactor directly benefits from
the advancement and development of the KRONOS MMR™ reactor, as both share similar technological features. Accordingly,
the development timeline of LOKI MMR™ reactor is expected to be analogous to that of KRONOS MMR™ reactor.

The portable LOKI MMR™ reactor will target
multiple applications, including remote locations unsuitable for larger reactor systems, such as islands; remote industrial operations,
such as mining and oil and gas projects; and extra-terrestrial applications that require consistent power. The commercial deployment of
the LOKI MMR™ reactor is expected to depend primarily on demonstrated market demand and customer interest, which may
incentivize us to invest in the construction of a prototype or demonstration reactor and to initiate the licensing process with the NRC.
As of the date of this Report, we are still in the process of assessing and developing demonstration, licensing and commercial launch
timelines for this reactor. We expect to commercially launch the LOKI MMR™ reactor in the 2030s.

4

Our ZEUS™ and ODIN™ microreactors have moved
from the design stages to physical test work stages, with materials testing, irradiation testing, and initial rig construction
currently underway, to ensure the accuracy of our modelled reactors and to optimize the dimensions and composition of the systems.
We believe there is potential for our ZEUS™ microreactor to be commercially launched in the 2030s. We have conducted and
completed external design audits on the ZEUS™ and ODIN™ reactor designs to provide external validation for our designs.
The design audits for those reactors were conducted and completed by the Idaho National Laboratory (“INL”). Currently,
we are actively engaged in the engineering development and design optimization of the ZEUS™ reactor, while undergoing a
proposed sale process for ODIN™ technology. We are evaluating the most effective means of tailoring our technology to address
specific key markets, particularly military and remote applications that require smaller power outputs, for which we believe the
ZEUS™ reactor is suited to supply. Upon the conclusion of these evaluations, we plan to accelerate our development of the
ZEUS™ technology, including expanding rig test work and collaborating with identified end users to advance a demonstration reactor for
licensing. We have had informal meetings with the NRC, informing them of the status of our ZEUS™ microreactor design and the
estimated internal timelines for our microreactor developments, with an understanding that definite timelines will be provided once
available, to allow the NRC to arrange the necessary personnel to oversee the microreactor licensing process. We increased the size
of the technical teams during 2024 and 2025 to expedite the development of the reactor systems, as well as recruiting former NRC
personnel to oversee our regulatory licensing processes, and to engage directly with the NRC to facilitate the commercialization
planning In March 2025, we announced that we had assembled the first reactor core hardware of our ZEUS™ microreactor for initial
non-nuclear testing.

Pending Sale of ODIN™ Reactor Project

Notwithstanding the progress made with ODIN™
technology to date, given our corporate emphasis on the KRONOS MMR™ reactor as our lead project, and the fact
that all of our reactor designs, except for the ODIN™ reactor, are within the high-temperature gas-cooled reactor family, we are
considering strategic alternatives for ODIN. In September 2025, we signed a letter of intent for the proposed sale of
our ODIN™ microreactor design and all associated intellectual property to Cambridge Atom Works, a United Kingdom based
advanced reactor developer who is already developing the ODIN™ technology for us on an outsourced consulting basis. This
letter of intent called for a total purchase price of $6.2 million, with a $250,000 upfront non-refundable down payment to us and a
$5.95 million payment in 2026 as well as future low single-digit royalties payable to us based on net sales if and when ODIN™
technology is commercialized. As of the date of this this Report, the transaction remains subject to execution of definitive
documentation and the satisfaction of customary closing conditions. This sale is intended to monetize our investment in the project
to date and enable us to allocate more time and resources to the KRONOS MMR™ reactor and our other designs and
technologies.

Additional Developments Regarding Our Microreactors

In addition, in August 2024, we purchased a 14,000 sq.
ft., 2-story building in Oak Ridge, Tennessee for $1.7 million to house our Nuclear technology branch (“Nuclear Technology
Branch”). Michael Norato, Ph.D., an INL and Department of Energy (“DOE”) veteran, was appointed as our Director of
Nuclear Facilities and Infrastructure in December 2024. Dr. Norato will oversee the construction, development and licensing of our
key facilities, including our 14,000 sq. ft. Oak Ridge, Tennessee Nuclear Technology Branch, as well as our future test bed reactor
sites for experiments related to our ZEUS™ microreactor currently in development. He will also lead the establishment of deconversion
and fuel processing facilities, helping to further our goal of being a vertically integrated leader in the U.S. nuclear fuel
cycle.

In January 2025, we entered into a lease for a facility in
Westchester County, New York where we have established a purpose-built facility to assemble and demonstrate the operation and viability
of several non-nuclear parts and components of our nuclear microreactors in development. In February 2025, we engaged aRobotics Company,
a leading innovator in robotics fabrication, inspection, engineering and testing, to oversee the multimillion dollar build out of this
facility. aRobotics has also assisted us with the fabrication of key components for the facility. We committed approximately $3 million
to retrofit this facility. In May 2025, we announced the completion of our retrofit of our demonstration facility and the commencement
of operations there. Our demonstration facility is currently supporting ongoing work on our SBIR Phase III project for our Annular Linear
Induction Pump (ALIP) technology, which has been assembled onto a test loop and integrated to a controllable test setup for variable design
validation at the facility. We anticipate commercializing ALIP in 2026.

In July 2025, we announced that we will provide critical
engineering and environmental services for our planned construction and deployment activities at the UIUC for our KRONOS
MMR™ Energy System. As part of this initiative, we have engaged AECOM, a global infrastructure leader, under a
master services agreement to support site-specific engineering, environmental analysis and regulatory planning at UIUC. The
agreement lays the groundwork for site-specific engineering in preparation for deploying the first KRONOS MMR™
Energy System at UIUC, a globally recognized hub for nuclear research and innovation. Planned activities include detailed
environmental reviews, regulatory pathway planning, and site drilling to obtain the geological data required for submitting a
construction permit application to the NRC. We anticipate submitting our construction permit application to the NRC in early 2026,
and receiving the construction permit in 2027. However, there can be no assurance that we will be able to meet this anticipated
timeline, as the submission is subject to the completion of ongoing technical, regulatory, and operational preparations, which may
be affected by factors beyond our control. Notwithstanding the foregoing, this is expected to be the first construction permit for a
microreactor issued in the United States. The permit application will not incur any government fees, as the KRONOS™ reactor, due to
its location at UIUC, qualifies for a fee exemption under applicable regulations due to its use for research purposes.

In tandem with geological characterization work at the UIUC
site that commenced in the fourth quarter of 2025, we launched a recruitment initiative in the second half of 2025 focused on the Midwest
region to support our plans to construct, demonstrate and gain regulatory approval for full-scale KRONOS MMR™ in both
the United States and Canada. This workforce build-out will consolidate the expertise and provide the personnel necessary to complete
the construction permit application and begin construction of the first KRONOS™ reactor prototype on the UIUC campus shortly thereafter. To support
this effort, on July 30, 2025, we announced our acquisition of a 2.75-acre land and building package in Oak Brook, Illinois to serve as
a regional demonstration and office facility to support the development of the KRONOS MMR™ reactor.

In September 2025, we announced that we signed a 10-year Cooperative
Research and Development Agreement (“CRADA”) with the INL. With this agreement, we plan to accelerate our advanced microreactor
programs, including the stationary KRONOS MMR™ and portable LOKI MMR™ systems.

On October 7, 2025, we announced that, with the support of
Governor JB Pritzker and the Illinois Department of Commerce and Economic Opportunity, we will establish a manufacturing and research
and development facility in Illinois. We plan to make an investment of more than $12 million with the support from the Reimagining Energy
and Vehicles in Illinois (REV Illinois) program, which is expected to enable us to establish our operations and create 50 new full-time
jobs in Illinois. For this effort, we will receive $6.8 million in incentive awards from the REV Illinois program.

Significant capital will be needed to support our
facility construction, licensing, fuel qualification testing, regulatory compliance, prototype construction, and workforce expansion
for the development of our microreactors. We estimate that the capital costs needed to construct prototype KRONOS MMRTM
reactors at the UIUC and Canada over the next several years could be around $300 million to $350 million per reactor. This range
reflects inherent uncertainty in building a first-of-a-kind reactor due to several factors that can result in a material increase to
these estimates, including site specific factors, the timing and scope of project development and regulatory licensing and supply
chain considerations. Subsequent reactors’ capital costs are expected to decline substantially due to supply chain scaling for
mass production of components, factory fabrication, modular assembly, and multiple deployments.

5

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Fuel Processing Business. Through our subsidiary,
HALEU Energy Fuel Inc., and in coordination with the DOE, we are seeking to develop a domestic low-enriched uranium (LEU) and high-assay
low-enriched uranium (HALEU) fuel supply chain to supply fuel not only for our own reactors but also to the broader advanced nuclear reactor
industry. We have tentatively identified the site where we intend to construct the facilities and have begun to build the team to design
and develop these facilities. However, as of the date of this Report, we have not yet commercially launched our fuel processing business.
We expect to launch our fuel processing business in 2026. This timeline is subject to a number of uncertainties, including, without limitation,
asset due diligence, contract negotiations, site evaluation, due diligence related to potential conversion facilities, and the acquisition
of relevant business, any of which may materially affect both the feasibility and timing of the proposed launch. As a result, there can
be no assurance that we will proceed with the launch as currently anticipated, or that the launch will occur in 2026.

The launch of this business can be established through multiple
avenues, which are all currently under examination by management. We may consider investing in existing pilot conversion operations, where
U₃O₈ is converted into uranium hexafluoride (UF₆). This UF₆ would then undergo an enrichment process before being
deconverted and fabricated into nuclear fuel. Alternatively, we may pursue licensing existing conversion technologies to build our own
conversion facility. Management is also examining the future acquisition of a uranium mining operation (although we have not entered into
any material definitive agreements as of the date of this Report), any of which would signify progress in advancing our strategy to de-risk
our fuel supply chain. We are actively evaluating existing pilot conversion facilities in which we may acquire an equity interest through
investment in their development, and we are currently conducting the necessary due diligence, although as of the date of this Report,
we have not entered into any definitive agreement for such acquisition. In parallel, we are exploring the collaboration opportunities
with companies that license conversion technology to assess the potential for the longer-term construction of additional fuel facilities.
We are also evaluating uranium mining prospects and considering the acquisition of assets that would support our long-term vertically
integrated strategy, although we have not entered into any material definitive agreements as of the date of this Report. We have made
a $2 million strategic investment in, and entered into a collaboration with, a laser-based uranium enrichment technology company, LIS
Technologies Inc. (“LIST”) (which is a related party), to support the development of their technology. Through this investment
and related collaboration, we aim to assist in advancing LIST’s technologies to secure a reliable low enriched uranium fuel supply
for our future operations and the broader nuclear energy industry. The parties intend that LIST will provide us with enriched uranium
hexafluoride (UF6) at no cost to be fabricated and sold to customers, with LIST to receive compensation as part of a profit-sharing arrangement
to be agreed upon between the companies in the future. To support LIST, we intend to construct the back end facilities alongside LIST’s
enrichment facility, including the deconversion facility. We also leased 7,000 square feet of space at our Nuclear Technology Center in
Oak Ridge, Tennessee to LIST. Our relationship with LIST is considered a related party transaction since certain of our executive directors
and officers, including Jay Jiang Yu and Dr. Tsun Yee Law, also serve as directors and officers for LIST, and James Walker and Jaisun
Garcha serve as consultants to LIST. Our investment in LIST was unanimously approved by all of our disinterested independent directors.

In December 2024, we announced that LIST and our company were
selected by the DOE to participate as one of six contract awardees in the DOE’s Low-Enriched Uranium (LEU) Enrichment Acquisition
Program (“LEU Acquisition Program”). Under the contract awarded to LIST, LIST was selected as the prime contractor, with our
company as the key subcontractor bringing our technical and regulatory expertise in advanced nuclear solutions to the collaboration. LIST
will oversee the development of the primary uranium enrichment processes using its novel laser technology, while our company will contribute
towards development in the areas of conversion, deconversion, fuel fabrication, and fuel transportation. The total overall amount appropriated
under the LEU Acquisition Program across all six contract awardees is anticipated to be $3.4 billion, to be awarded by the DOE via agreed
to task orders each having a minimum value of $2 million. We believe that participation in the $3.4 billion LEU Acquisition Program provides
technical validation and potential federal contracts to support our operations.

In July 2025, we announced that we have signed a memorandum
of understanding with UrAmerica Ltd. (“UrAmerica”), a private exploration company with a package of uranium and other critical
metals licenses primarily in Chubut Province, Argentina. The newly signed memorandum formalizes the discussions that we initiated with
UrAmerica to explore strategic development across Argentina’s uranium-fuel supply chain. We are currently working together to evaluate
specific opportunities that could aid us in securing a dependable source of material for future supply chain options. Such evaluations
may lead to the signing of definitive agreements between us and UrAmerica related to particular projects. Through this memorandum, we
and UrAmerica aim to build the mining and milling capacities of the uranium supply chain in Argentina with the intention to be a part
of the uranium fuel cycle exports into the U.S. Under the memorandum, we will pursue (i) favorable uranium offtake agreements, (ii) potential
investments in mineral production and (iii) fuel-cycle infrastructure, and (iv) future joint ventures or related collaboration. One of
our goals in entering into the memorandum is to help modernize Argentina’s nuclear sector while strengthening U.S. energy security
by sourcing materials for nuclear fuel from a reliable partner.

Additionally, NRC approvals will be required for fuel processing
and handling of enriched uranium (including HALEU). We are evaluating the potential for the relevant state authority to assume primary
licensing responsibilities, rather than the NRC. Under the Atomic Energy Act of 1954, as amended (the “Atomic Energy Act”),
the NRC may enter into agreements with individual states (referred to as “Agreement States”) to delegate regulatory authority
over certain nuclear materials and related facilities. Agreement States are authorized to regulate activities involving source material,
byproduct material, and certain special nuclear material within their jurisdiction under NRC-approved regulatory frameworks. In practice,
this includes the licensing and oversight of uranium mills, conversion facilities, and other facilities handling source material. Any
such state-level regulation must remain consistent with NRC requirements and is subject to ongoing NRC review to ensure compliance with
federal safety and environmental standards. As of the date of this Report, we have not submitted any applications for approvals from the
relevant regulatory authorities with respect to our proposed fuel processing business. Prior to formally commencing operations, we intend
to use commercially reasonable efforts to obtain all required approvals, licenses, and permits from NRC, the Agreement States, and DOE,
as appropriate, before we formally launch our fuel processing business. We cannot commence commercial fuel processing activities until
all such approvals have been granted, and there can be no assurance that the timing, scope, or outcome of the approval process will not
affect the launch or development of our business.

Significant capital will be needed to support our
facility design, licensing, and construction for our fuel processing business. In order to achieve our long-term strategy, we expect
to raise additional capital (including through our $900 million shelf registration offering) or secure other sources of
financing, in addition to the net proceeds of approximately $570 million from the prior financings in both 2024 and 2025, to support
our fuel processing business.

6

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Fuel Transportation Business. Our transportation
business will build on existing work completed at INL, Oak Ridge National Laboratory (“ORNL”) and Pacific Northwest National
Laboratory (“PNNL”), the world’s premier U.S.-backed nuclear research facilities. As of the date of this Report, we
have not yet commercially launched our fuel transportation business. We expect to launch our fuel transportation business by 2028, however,
the timeline of which could be impacted by progress in acquiring assets and businesses within the nuclear transport industry to possess
our company with the capabilities to internally move the materials, reactors, and fuels inherent within a reactor deployment operation,
and as of the date of this Report, we have not entered into any definitive agreements for such acquisition. Accordingly, there can be
no assurance that we will be able to launch the business as currently anticipated, or that such launch will occur by 2028, if at all.

Our fuel transportation business is still at the development
stage as of the date of this Report. We received an exclusive license for a high capacity HALEU fuel transportation basket design in
April 2024, which will form the basis for a new transportation package to complement a complete transportation system. This license grants
us, as the licensee, exclusive rights for the use and development of the technology. In addition, the licensor is not permitted to license
the technology to any other parties within the specified scope. We believe this technology is the most advanced concept in the United
States for moving HALEU in commercial quantities. We are currently conducting work to modify the design to accommodate a variety of different
fuel forms, so we are positioned to move fuel for both of our reactors and to enable us to provide transportation services to any nuclear
company looking to move commercial quantities of fuel. In September 2024, we signed an agreement with GNS Gesellschaft für Nuklear-Service
mbH (“GNS”) to undertake a wide-ranging project to produce an optimized HALEU transportation system solution based on our
exclusively licensed fuel transportation basket design. The GNS agreement encompasses a study for the transport of multiple HALEU nuclear
fuel types, including uranium oxide, TRISO particles, uranium-zirconium hydride, uranium mononitride, and salt fuel for molten salt reactors,
thus optimizing the quantity of material that can be transported and developing a conceptual package design that will accommodate the
new basket design. We also seek to acquire assets and existing businesses within the nuclear transportation industry to possess our company
with the capabilities to internally move the materials, reactors, and fuels inherent within a reactor deployment operation, although
we have not entered into any definitive agreements as of the date of this Report. We intend to obtain NRC certification for our high-capacity
HALEU transportation system to move commercial quantities of HALEU fuel around North America and internationally, complete further engineering
work to modify designs for multiple fuel types, including UO₂ (uranium dioxide), UN (uranium nitride), UZrH (uranium zirconium
hydride), UF (uranium-fluoride based fuels), and TRISO (tristructural isotropic particle fuel). As of the date of this Report, we have
adapted our initially licensed intellectual property to accommodate additional fuel forms and have also begun evaluating broader transportation
system development that may ultimately enable us to offer an integrated package capable of transporting multiple types of fuel for our
commercial partners. If this business is developed and commercialized, we believe this product will serve as the basis for a domestic
HALEU transportation company capable of providing commercial quantities of HALEU fuel. We hope to put our fuel transportation business
into operation by 2028. We have also brought on a former United Parcel Service (UPS) executive who works for our fuel transportation
subsidiary to assist in growing the transportation business around our technology.

7

Development and NRC certification of the transportation system will require funding for engineering and regulatory licensing preparation. We plan to raise additional capital, including through our $400 million at-the-market offering program, to acquire logistics assets or companies to internalize transport capabilities, although as of the date of this Report, we have not entered into any definitive agreements for such acquisitions.

●

Nuclear Consultation Services. We also
plan on providing nuclear service support and consultation services for the expanding and resurgent nuclear energy industry in 2026, both
domestically and internationally. Regulatory approval is not required to provide such services. This business opportunity represents
our nearest term revenue generating opportunity. As of the date of this Report, we have not yet formally launched our nuclear
consultation business, although we have generated a small amount of revenue from providing services to Digihost as described below.
Our goal is to start providing nuclear service support and consultation services for the nuclear energy industry in 2026. However,
this timeline is subject to various uncertainties, including ongoing discussions with Digihost as well as potential acquisitions of
similar business (described below), and market-related factors, any of which may materially affect both the feasibility and timing
of the launch. Accordingly, there can be no assurance that we will be able to launch the business as currently anticipated, or that
such launch will occur in 2026, if at all.

As part of our domestic initiatives, following our collaboration
with Digihost Technology Inc. (“Digihost”) in December 2024, we provided consulting services to Digihost from April to June
2025, despite not having formally launched our consulting service offerings. Our consulting support contributed to the planning and execution
of the Digihost project and included regulatory advice, site assessment, roadmap development, and stakeholder engagement. We are currently
evaluating strategic acquisitions or collaborations to expand our business operations and formally establish our consulting services,
and have commenced several material discussions with potential targets for such acquisitions or collaborations, but as of the date of
this Report, we have not entered into any definitive agreements for such acquisitions or collaborations. In combination with our intention
to acquire existing revenue generating consultancy businesses, we are focusing on building our own internal nuclear consultation business
in coordination with certain outside academic institutions, which we anticipate would require approximately $2 million over the next twelve
months to recruit additional staff and build corresponding infrastructure to be capable of providing these services both domestically
and internationally. As of the date of this Report, we believe we have sufficient funds to support the development of our nuclear consultation
services.

Our
Mission

Our
mission is to become a commercially focused, diversified and vertically integrated nuclear energy company that will capture market share
in the very large and growing nuclear energy sector. To implement our plans, since our founding in 2022, our management has had constant
communications with key U.S. government agencies, including the DOE, the INL and ORNL, which are a part of the DOE’s national nuclear
laboratory system. Our company also maintains important collaborations with leading researchers from the Cambridge Nuclear Energy Centre
and The University of California, Berkeley.

Our
Industry and Market

We
believe that the U.S. domestic nuclear energy sector is undergoing a renaissance that we believe we can capitalize on. Strong demand
signals and investment support from the Tech Industry, growing demand for clean energy sources to support climate mandates, combined
with DOE programs intended to build back national nuclear infrastructure, have created positive market momentum and investor sentiment,
which is further driving development and market forces within the nuclear energy industry.

We
strongly support objectives of the DOE and the International Atomic Energy Agency (IAEA) for the peaceful use of nuclear energy, and
we intend for our technology to form part of the U.S. foreign policy to advance the peaceful use of nuclear energy, science and technology,
and drive new resources to projects and activities in developing countries with the greatest need. A key part of our business plan will
seek to become a nuclear technology organization that can grow the U.S. global energy market engagement and concurrently support global
market opportunities.

In
2021, the White House published a statement titled “FACT SHEET: President Biden Sets 2030 Greenhouse Gas Pollution Reduction
Target Aimed at Creating Good-Paying Union Jobs and Securing U.S. Leadership on Clean Energy Technologies.” On May 23, 2025,
President Trump signed a series of executive orders aimed at accelerating the development and deployment of nuclear energy in the United
States. These directives set forth a national objective to quadruple nuclear energy capacity by 2050 and direct federal agencies, including
the DOE and the NRC, to implement policy reforms supporting the restart of shuttered plants, expedited licensing of new reactors, and
expanded investment in advanced nuclear technologies such as small modular reactors (SMRs). The orders also emphasized strengthening
the domestic uranium supply chain and supporting workforce development initiatives. These policy measures are expected to significantly
impact the regulatory environment, capital access, and strategic direction of the nuclear energy sector.

The
United States has taken numerous steps in recent years to reduce its dependence on carbon-emitting energy sources. The U.S. had previously
set a goal to reach a 100% carbon pollution-free electricity system by 2035, and President Biden set a target of a 50 to 52% reduction
from 2005 levels in economy-wide net greenhouse gas pollution by 2030, underlining the Biden administration’s desire for new energy
solutions which are at the core of our business plans. Additionally, the “net zero world” initiative signals the U.S.’s
proactive stance in working with countries to lead a global transition to net zero emissions by 2050. While it remains unclear how the
Trump administration will view the net world zero initiative, it has already voiced support for the advanced reactor industry and declared
its intention to support the build back of the nuclear industry in the United States.

8

Our
Micro Nuclear Reactor Business

A
key pillar of our business plan is to provide readily replaceable mobile reactors which we can provide to customers, along with operative
personnel, to power projects, residential and commercial enterprises, and major development projects. Our vision is to be a commercial
and domestic energy supply leader within the U.S. nuclear industry, and to advance U.S. domestic and foreign policy and national security
priorities. The mobile, lower-cost and ultra-safe solid core model of our micro-reactor vision will provide a clean energy option that
supports initiatives for sustained international engagement and promotes enhanced and more efficient cooperation and assistance in the
application of peaceful uses of nuclear energy, science, and technology. We will also drive resources to projects and activities in developing
countries of greatest need by supplying energy to areas removed from the grid.

We
are developing the next generation of advanced nuclear microreactors, with our principal focus centered on our KRONOS MMR™
Energy System. This high technology readiness level (or TRL), high-temperature gas-cooled reactor (or HTGR), Tristructural-Isotropic
(or TRISO) fueled reactor is designed for both small- and large-scale operations, optimizing between size and output to allow for
modularity and easier mass manufacturing, and efficient scalable energy generation. The design employs helium coolant and TRISO
particle fuel, integrating the reactor core into a fully sealed module intended to be manufactured off-site. The modular
architecture is designed to shorten construction timelines, facilitate road transport of components and assemblies, and enable co-location with industrial or
institutional users.

The reactor is engineered to
operate using LEU+ fuel, allowing near-term deployment before widespread commercial availability of high-assay low-enriched uranium
(HALEU). Our KRONOS™ reactor incorporates passive safety features, including large thermal margins between operating
temperatures and fuel failure thresholds, and relies on inherent material and geometry characteristics to maintain safe conditions
without active intervention. We plan to advance a full-scale KRONOS™ demonstration reactor in partnership with the University
of Illinois Urbana–Champaign (UIUC) while pursuing U.S. Nuclear Regulatory Commission (NRC) licensing. We have also explored
potential deployment pathways in Canada for remote northern communities reliant on diesel for power. As of the date of this Report,
we have already made material progress with the KRONOS MMR™ reactor, including affirming the collaboration for this project
with UIUC; however, we have not yet determined a definitive timeline for demonstration, licensing and commercial launch of this
reactor, but when considering construction timelines, licensing timeframes, sourcing key materials and fuel, we estimate the early
2030s for commercial readiness.

We are also developing the LOKI
MMR™ reactor, which was acquired alongside the KRONOS MMR™ reactor intellectual property portfolio as part of the USNC
Asset acquisition. The LOKI MMR™ reactor is a compact microreactor designed for transportable deployment and rapid
installation, targeting applications such as remote industrial operations, defense installations, forward bases, and high-demand
off-grid sites. The design emphasizes modular construction, simplified heat-transport systems, and high inherent safety margins. The
LOKI MMR™ reactor is being further evaluated and re-engineered by our technical teams for settings requiring smaller power
output or enhanced mobility. As of the date of this prospectus, we are still in the process of assessing and developing
demonstration, licensing and commercial launch timelines for this reactor.

Our 23,537 sq. ft. facility to support the buildout of the KRONOS MMR™ Microreactor
Energy System on a 2.75-acre land package in Oak Brook, Illinois

We
are also developing the portable ZEUS™ reactor. The ZEUS™ reactor is a solid-core “nuclear battery” microreactor,
designed by world-class engineers trained at the University of California—Berkeley, has a fully solid core and utilizes
already licensed fuel types, enriched up to 19.75%, where heat is removed solely by thermal conduction. This requires the deployment
of high conductivity, high melting materials, and careful materials design. The reactor will use already licensed fuel types, so no
new fuel developments are necessary. Reactivity will be controlled with control rods outside of the central core. The generated heat
will be conducted from the fuel to the outside of the core via thermal conduction through a thermally conductive material, allowing
for the elimination of coolant, creating a far safer reactor than historically developed. Heat will be removed from the outside of
the core by recirculated air, which delivers the heat to the gas turbine to produce electricity. The gas turbine will be affixed to
the reactor to reduce piping and minimize the size of the plant. The benefit of not incorporating a primary liquid loop reduces the
manufacturing costs, and enhances simplicity for modelling, testing, optimizing, and constructing. The secondary loop outside the
monolith will be inert gas allowing it to reach high temperatures and direct heating of a gas turbine which will be compact and
small. Without coolant, typical reactor pumps and piping can be removed from the design, allowing for further compactness, with the
aim being to construct a full core and electricity generating gas turbine within a container meeting International Organization for
Standardization specifications. The smaller power core will also mean less neutrons are absorbed by the non-fissionable materials,
allowing for longer operational life despite the small core.

We are examining slight
modifications of the ZEUS™ reactor design to create an even smaller, more mobile reactor system, allowing for an increased
number of applications which do not overlap with our other reactors, the KRONOS™ reactor and LOKI™ reactor. The solid core concept
permits a degree of simplicity, and fewer working parts, than other reactor types – we are working on exploiting these
inherent advantages to provide this product in the market.

9

On March 27, 2024, we filed two U.S. provisional patent applications related
to the ZEUS™ technology, both of which expired as of the date of this Report. Subsequently, we filed six utility U.S. applications
with the U.S. Patent and Trademark Office (USPTO) and six corresponding international applications under the Patent Cooperation Treaty
(PCT) related to the ZEUS™ technology. As of the date of this Report, the PCT international applications are awaiting national stage
entry, and the US. applications are pending and awaiting examination by the USPTO.

ZEUS
Prototype

Successful
licensing and certification of one of our reactors will enable and accelerate certification and licensing processes for innovative and
lower-cost designs in the future. A small portable power source (nuclear power bank) will enable deployment to areas after natural disasters
to support first responders, water purification efforts, hydrogen production, or initial construction to regain control of these situations.
The possibility of multiple nuclear reactors as part of future emergency response resources is also contemplated.

The ZEUS™ reactor went through a design
audit by external institutions in 2024, which provided external input and assistance to advance the concepts and provide validation of
the design direction and technology utilized so far. The design and concept were extremely well received and further guidance was provided
to assist our technical team to steer the reactor from its current state through to a licensed product ready for deployment. The external
design audit for the ZEUS™ reactor received commendations for its innovative design and simplicity.

Furthermore,
Michael Norato, Ph.D., an INL and DOE veteran, was appointed as our Director of Nuclear Facilities and Infrastructure in December 2024.
Dr. Norato will oversee the construction, development and licensing of our key facilities, including our 14,000 sq. ft. Oak Ridge, Tennessee
Nuclear Technology Branch and future test bed reactor sites for experiments related to our microreactors currently in development.
He will also lead the establishment of deconversion and fuel processing facilities, helping to further our goal of being a vertically
integrated leader in the U.S. nuclear fuel cycle.

Our 14,000 sq. ft., 2-story facility to house the Company’s
Technology Headquarters on a 1.64-acre land package in the historic Heritage Center Industrial Park in Oak Ridge, Tennessee

10

Our
HALEU Fuel Processing Business

In
2023, we established a subsidiary, HALEU Energy Fuel Inc., to concentrate specifically on creating a domestic fuel processing facility
of LEU and HALEU to supply the next generation of advanced nuclear reactors. In February 2023, we were selected as an official founding
member of the DOE’s new HALEU Consortium to develop the U.S.’ domestic capability for the manufacture of HALEU and its processing.

Our commercial and strategic aim for HALEU Energy Fuel is to design, construct
and commission commercial nuclear fuel cycle facilities to supply fuel to the next generation of advanced nuclear reactor companies, our
own reactors currently under development, other small module reactors (known as SMR companies), the U.S. nuclear industry, the U.S. national
laboratories, and the DOE’s nuclear fuel needs as necessary. The facilities intended capability is to produce a variety of different
fuel products and forms as required by U.S. industry and its intended customer base. Our proposed fuel facilities are intended to form
part of an integrated system with LIST, a related-party laser uranium enrichment company with which we have an investment and related
collaboration agreement. Our proposed processing activity aligns exactly with the DOE’s HALEU fuel mission to return nuclear fuel
manufacturing capabilities to the United States.

In December 2024, we announced that LIST and our company were selected by the DOE
to participate as one of six contract awardees in the DOE’s LEU Acquisition Program. Under the contract awarded to LIST, LIST was
selected as the prime contractor, with our company as the key subcontractor bringing our technical and regulatory expertise in advanced
nuclear solutions to the collaboration, as well as a commitment to invest into capabilities upstream of enrichment. LIST will oversee
the development of the primary uranium enrichment processes using its novel laser technology, while our company will contribute towards
development in the areas of uranium conversion, deconversion, fuel fabrication and transportation. The total overall amount appropriated
under the LEU Acquisition Program to all six contract awardees is anticipated to be $3.4 billion, to be awarded via agreed upon task orders
with a minimum value of $2 million.

Our
HALEU Fuel Transportation Business

As
we have developed our business, capability deficiencies in the U.S. nuclear industry that would affect the future operation of all SMR
and microreactor companies became apparent, such as there being no method of transporting commercial quantities of HALEU across North
America. Our proactive approach to mitigate future impediments to our operations culminated in locating research and technology developed
by INL, PNNL and ORNL, that had not been advanced because of budget constraints. On April 3, 2024, we entered into an exclusive patent
license agreement (“BEA License”) with BEA and have been working with the groups capable of aiding us in the development
of the concept into a complete, governmentally certificated and licensed system proficient in the transportation of enriched fuels.

The
BEA License grants us, as the licensee, exclusive rights for use and development of the technology. In addition, the licensor is not
permitted to license the technology to any other parties within the specified scope. Pursuant to the BEA License, we received an exclusive,
royalty-bearing license for a U.S. patent that can be used worldwide related to devices and systems used for HALEU transportation. As
part of the BEA License, we agreed to pay BEA royalties on net worldwide sales and any sublicense worldwide sales related to the use
of this patent as well as certain licensing payments. We also agreed to meet specific performance milestones related to HALEU fuel transportation
within the first 48 months of the agreement’s effective date. Under the BEA License, we are obligated to reimburse BEA for all
costs incurred in the preparation, filing, prosecuting, and maintenance of the licensed patent. The BEA License has an indefinite term
and will automatically terminate upon the expiration, lapse,
or other termination of the licensed patent covered by the BEA License. The BEA License may also be terminated immediately by BEA in
the event of our default of any material obligations, and we may terminate the agreement at any time if we provide at least three months’
written notice to BEA. The BEA License contains customary representations, warranties, and indemnifications of the parties. For further
information on the BEA License, see “Intellectual Property” below.

11

We
are seeking to form the first transportation company able to supply emerging SMR and microreactor companies with the fuel they require
at their manufacturing facilities to construct their reactors. We also expect to service the national nuclear laboratories and DOE programs
which require HALEU by providing the fuel for their programs. Mobile reactors requiring HALEU for remote military bases are also anticipated,
with potential military contacts. During 2025, we plan to acquire land, or an existing transportation business, for our HALEU transportation
base of operations.

Our
fuel transportation business will build on the work already completed by INL and ORNL to create a high-capacity HALEU transportation
package, with 18 inner canisters, combined with a basket design and a borated aluminum flux trap. In September 2024, we signed an agreement
with GNS to undertake a wide-ranging project to produce an optimized HALEU transportation system solution based on our exclusively licensed
fuel transportation basket design. The GNS agreement encompasses a study for the transport of multiple HALEU nuclear fuel types, including
uranium oxide, TRISO particles, uranium-zirconium hydride, uranium mononitride, and salt fuel for molten salt reactors, thus optimizing
the quantity of material that can be transported and developing a conceptual package design that will accommodate the new basket design.
We are receiving support from two former executives of the largest shipping company in the world who are assisting us in developing a
North American transportation company using our licensed or developed technology to deliver (subject to applicable government licensing
and certification) nuclear fuel for a wide customer base, including SMR and microreactor companies, national laboratories, military,
and DOE programs.

Our
Business Services and Consulting Business

The current upsurge in interest in nuclear energy, combined with the increased
investment from both private and governmental sources within the nuclear space, as well as the global push for zero carbon technologies,
has created a demand for nuclear energy expertise which exceeds supply. The shortage of suitably nuclear-qualified persons has resulted
in institutions purchasing nuclear support services and consultancy practices, profiting from the surge in demand and the commensurate
increase in costs created by this demand. Nuclear personnel are being recruited and salaries are increasing as demand outpaces supply.
The increased demand in personnel and nuclear related business activity will create increased demand for personnel involved in the licensing
and regulatory aspects of the industry, exacerbating the difficulty of acquiring the necessary personnel to develop nuclear related businesses.
This trend will likely increase, as the next generation of nuclear reactors are progressing towards more mature development stages, requiring
greater numbers of experienced personnel, and because nuclear personnel take a long time to educate, qualify, and acquire practical experience.

We
have identified this trend as an opportunity for more immediate revenue for our company, and to acquire more expertise to advance our
business. We have concentrated on identifying small teams with expert personnel, with good portfolios of work and existing contracts,
and good expansion potential, which would provide us with immediate revenue post-acquisition. We expect to start providing nuclear service
support and consultation services for the nuclear energy industry in 2026, both domestically and internationally.

As
part of our efforts domestically, on December 12, 2024, we entered into a non-binding memorandum of understanding with Digihost to advance
the transition to carbon-free energy at Digihost’s 60-megawatt power plant in upstate New York.

Immediately after our collaboration, on December 16, 2024, we and Digihost made
a joint response submission to the New York State Energy Research and Development Authority (NYSERDA)’s Request for Information
(RFI) concerning the development of advanced nuclear energy technologies in New York State. The RFI was initially announced by New York
state on November 15, 2024, aiming to gather information and gauge market interest for increased deployment of renewables and promoting
the development of advanced nuclear technology such as our microreactors in development. As part of our domestic initiatives, following
our collaboration with Digihost in December 2024, we provided consulting services to Digihost from April to June 2025, despite not having
formally launched our consulting service offerings. Our consulting support contributed to the planning and execution of the Digihost project
and included regulatory advice, site assessment, roadmap development, and stakeholder engagement. We are currently evaluating strategic
acquisitions or collaborations to expand our business operations and formally establish our consulting services and have commenced several
material discussions with potential targets for such acquisitions or collaborations, but as of the date of this Report, we have not entered
into any definitive agreements for such acquisitions or collaborations.

In
combination with our intention to acquire existing revenue generating consultancy businesses, we are focusing on building our own internal
nuclear consultation business in coordination with certain outside academic institutions, which we anticipate would require approximately
$2 million over the next twelve months to recruit additional staff and build corresponding infrastructure to be capable of providing
these services both domestically and internationally. As of the date of this Report, we believe we have sufficient funds to support the
development of our nuclear consultation services.

No
assurances can be given that we will be able to successfully establish and grow our own consultation business, and our failure to do
so would adversely affect our nearer term revenue prospects. Moreover, the outlined expenditures and the timelines are estimations only.
These estimates are inherently subject to significant risks and change due to unforeseen circumstances, operational challenges, adjustments
in the microreactor development plan and uncertainties associated with the licensing approval process, and other factors beyond our control.
Given that these elements may exceed our initial expectations or lie beyond our control, we cannot guarantee the accuracy of the actual
expenditures and timelines.

12

Our
Vision, Market Opportunity and Key Government Support

We
believe our achievements to date and our business plans are positioning our company to be a leading participant in the U.S. nuclear energy
industry through simultaneously rebuilding and introducing national capabilities to drive the resurgent nuclear energy industry. We further
believe that our timing and approach into the industry have been optimal, with insight into national capability deficiencies and an understanding
of the difficulties faced by other commercial nuclear energy, particularly microreactor, companies. Almost all microreactor companies
have advanced using funds acquired from government grants or awards. Even with private funding, they have been stifled by lack of investor
interest because of the long return timelines and high risks.

We believe we are competitively differentiated in many ways.

●
Non-Dependent
on Government Funding. Most small modular reactor (SMR) and microreactor companies are reliant on government grants and financing
to progress their concepts. Consequently, their progress may cease once government funding is not available. Conversely, we do not
rely on government funding to sustain our business operations.

●
Technical Insight. On the technical front, we have benefited from insight into the problems which affected earlier movers within the advanced reactor space. SMR companies have raised billions of dollars for development but have been stalled by technical challenges, such as needing to qualify fuel or coolants, or acquiring the fuel necessary to advance their reactors. This led to our investigations into de-risking our own fuel supply by pursuing development and investment into the fuel supply chain and examining our own fuel processing facilities, as well as opting to use more conventional fuel with greater operational history. We believe we have identified certain problems affecting the industry and we are taking early action to surmount potential roadblocks.

●
Government Contacts. During 2024 and 2025, individuals with high placed government service and contacts joined our company. These include (i) John G. Vonglis, the former Chief Financial Officer of the DOE, who joined as our Executive Director of Global Government Affairs, (ii) Eric R. Oesterle, a former Branch Chief for Operating Reactor Licensing at the NRC, who joined as our Head of Microreactor Regulatory Licensing, (iii) David Tiktinsky, a forty year veteran of the NRC, who joined as our Head of Nuclear Regulatory Licensing and (iv) Dr. Seth Berl, a former Deputy Chief Data Officer at the DOE, who joined our board of directors. In addition, a number of former high-ranking military and government officials with significant experience in nuclear energy sit on our Executive Advisory Board. Our recruitment efforts were complemented by bringing in experts involved in every major part of the nuclear industry, from regulation to laboratories, to technical teams. We believe we will benefit from those government contacts as our company will be afforded access to highly skilled personnel possessing advanced expertise in the energy and nuclear sectors.

●

World Class Team. Our technical team is world
class, with simple and realizable reactor concepts that do not require exotic fuels, and is aware of all the difficulties faced by
almost every other reactor company who has chosen designs which have complicated development and licensing. Our team has a deep knowledge
of applicable regulatory requirements surrounding safety, transportation, and decommissioning, and our designs have incorporated all these
considerations from the outset.

●
Government Initiatives. We believe that the U.S. government is increasingly showing strong support for nuclear energy through various initiatives aimed at advancing nuclear technology, all of which further our business plans and opportunities. This support has taken various forms, including legislation, grants, project funding and loan guarantees. Aside from the support for existing nuclear capabilities, all of these initiatives have the potential directly or indirectly to benefit and support our company.

13

Our
Competitive Strengths

We
believe we have the following competitive strengths relating to our various business lines:

Nuclear
Reactor Business. Unlike other nuclear reactor companies, we are seeking to become a vertically integrated company with multiple
streams of revenue, a diversified business to hedge against market changes, and greater control over industries supporting microreactor
development, such as within the nuclear fuel supply chain and transportation. Our diversified business model will make us highly differentiated
from other reactor companies. We believe we have an expertise advantage over other companies developing microreactors, as we can and
have recruited some of the best scientists, engineers and professionals in the world from any country or institution, without being constrained
by the available personnel located within certain academic and professional institutions. The technical personnel involved in the current
design of our reactors have been involved with the design and development of dozens of different reactors.

In addition, we believe our lead project, the KRONOS MMR™ Energy System, has among
the most, if not the most, high technology readiness of the current known microreactor designs in the market given the millions of dollars
of research and development invested in the project by its prior owner. We believe this gives the KRONOS MMR™ Energy System an advantage of other competing
microreactor designs.

Fuel
Processing Business. We believe, based on our market research, that no SMR and microreactor company is currently developing an integrated
fuel supply chain to produce the fuel for their reactors. Our strategy to develop fuel for our own reactors will also position us to
supply fuel to the wider nuclear industry and other reactor manufacturers, addressing anticipated significant shortfalls in fuel supply.

Fuel
Transportation Business. We identified a transportation concept which investigated a high capacity HALEU fuel transportation basket
design, which was developed by INL, ORNL and PNNL, and funded by the DOE. The technology was pursued by DOE to create a full HALEU transportation
package, which provided the most advanced solution to address the technological challenge of moving commercial quantities of HALEU fuel
around North America. The development of this concept had not been continued by the DOE due to lack of funding. On April 3, 2024, we
entered into the BEA License with BEA for this nuclear fuel transportation package, and have been working with the groups capable of
aiding us in the development of the concept into an NRC certified and transportation package for the transportation of HALEU materials.

Our
Challenges

Our plan to develop and launch a vertically integrated, high technology nuclear
energy business faces and will continue to face many significant challenges, as our business involves complex nuclear technology, regulatory
hurdles, rapidly shifting market dynamics and intense competition. These challenges include, but are not limited to, the following:

●
Obtaining the necessary permits and licenses for nuclear reactors, fuel facilities and transportation capabilities is time-consuming and expensive. Nuclear reactors must meet stringent safety and environmental standards, and gaining regulatory approval can be a lengthy endeavor. Additionally, ensuring the safety of a microreactor throughout its lifecycle is paramount. Developing, implementing, and maintaining robust safety systems and protocols are critical challenges. Implementing robust security measures to protect against theft, sabotage, or unauthorized access is also critical for both regulatory compliance and public safety.

●
Building and operating a microreactor and our other nuclear energy-related facilities is very capital-intensive. Securing the necessary significant funding and managing costs, including but not limited to operational and maintenance costs, are ongoing challenges for our business. We estimate that the capital costs needed to construct the prototype KRONOS MMRTM reactors at the UIUC and Canada over the next several years could be around $300 million to $350 million per reactor, given the bespoke nature of these initial construction projects. This range reflects inherent uncertainty in building a first-of-a-kind reactor due to several factors that can result in a material increase to these estimates, including site specific factors, the timing and scope of project development and regulatory licensing and supply chain considerations. The range also assumes what we believe are conservative cost estimates for our initial demonstration reactors. Subsequent reactors’ capital costs are expected to decline substantially due to supply chain scaling for mass production of components, factory fabrication, modular assembly, and multiple deployments.

●
The political, regulatory and competitive landscape can change, impacting the stability and viability of nuclear projects. International agreements and geopolitical factors can also affect nuclear technology, access and export.

Competition

We face significant competition within our industry. Our competitors target similar
power output ranges and employ a range of technologies, including both conventional and novel nuclear reactor designs. In addition, we
face competition outside the nuclear energy sector, including fossil fuel-based power generation, renewable energy sources, long duration
energy storage solutions, and other nuclear reactor technologies. However, as described above in “Competitive Strengths”,
we believe we are positioned better than our competition to emerge as a leading supplier of carbon-free round the clock energy generation.

14

Traditional
Energy Sources

According
to the Statistical Review of World Energy 2024, fossil fuels, comprising oil, coal, and natural gas, accounted for approximately 80%
of global energy consumption in 2023. Those traditional energy resources are carbon-intensive, and we expect them to largely be replaced
with carbon-free energy over time. Traditional large-scale nuclear power plants, while carbon-free, require significant upfront capital
expenditures, have a history of extensive construction times, complex safety systems and do not have business cases apart from utility-scale
generation. We believe our carbon-free microreactor technology possesses all the positive attributes of traditional baseload energy and
addresses many of the flaws of traditional nuclear power plants, such as large upfront capital costs.

Renewables

According
to an article titled “More Than 40% of World’s Electricity Came From Zero-Carbon Sources in 2023” released by the
Wall Street Journal in August 2024, renewable energy sources like wind and solar made up approximately 17% of total electricity
generation, and hydroelectric and nuclear power contributed 24%. Although these sources generate carbon-free power, except for
nuclear power, wind and solar are highly intermittent and non-dispatchable, and hydroelectric is seasonal and subject to
curtailment. Additionally, since renewables are weather-dependent, they are too unreliable to support certain end-use cases,
including mission-critical applications or industrial applications that require extensive on-site, always-available power. Due to
their innovative design SMRs and microreactors, can operate as baseload generation, load-follow renewables and/or support key
industrial applications.

Other
Advanced Nuclear Reactors

There are several so-called generation
IV small modular or micro reactor technologies that are in various stages of development, such
as high temperature gas-cooled reactors, fast reactors, molten salt reactors, fusion technologies, and others, and commercial SMRs are
currently operating in China and Russia. These include reactors being designed and developed by TerraPower, X-Energy, GE Hitachi, Holtec,
Oklo and Kairos. These technologies, including our own, are designed to be clean, safe, highly reliable and,
in certain cases, such as ours, modular and portable. However, these technologies have not received regulatory approval in the United
States, and many of the technologies do not have the fuel supply infrastructure necessary to fuel their reactors. Currently, we
believe, based on our market research, that there are no microreactor prototypes, and no other SMR companies that have a licensed
advanced reactor.

Intellectual
Property

We have developed, acquired or
licensed important intellectual property to protect our technologies. As of the date of this Report, we have a total of 47 issued,
pending, or published patents, and 18 registered, pending, or published trademarks.

Specifically, we have 30 issued,
pending or published patents, 16 registered, pending or published trademarks, and other technology and intellectual property related
to the KRONOS MMR™ Energy System and LOKI MMR™ Energy System. Of these patents and patent applications, eleven were
filed with the USPTO, and nineteen were filed with foreign patent offices in various
jurisdictions, including Canada, Europe, Korea, China, Japan, United Kingdom, and South Africa. In addition, we also hold intellectual property and related rights associated with a demonstration
project in the United States, including commercial and non-commercial licensing rights.

We have 12 patent applications
related to various aspects of the ZEUS™ microreactor and power plant design, including six U.S. utility applications and six corresponding
international applications filed under the PCT. The U.S utility applications are pending and awaiting examination by the USPTO, and the
PCT international applications await national stage entry as of the date of this Report. We have one pending trademark application related
to the ZEUS™ technology.

We also have five patent
applications related to our acquired ALIP technology for small nuclear reactor cooling, which include four U.S. utility applications
and one international PCT application. As of the date of this Report, the U.S. utility applications are pending and awaiting
examination by the USPTO, and the international PCT application is awaiting national entry.

We also have an exclusive license granted
by Battelle Energy Alliance, LLC, the manager of the INL (BEA) for our fuel transportation technology, and one pending trademark application
related to our fuel transportation technology.

15

Arrangements
with Our Executive Officers

Two
of our executive officers are presently engaged by us on an independent contractor basis, and two of our executive officers are engaged
by us as employees. Jay Jiang Yu, our founder, President, Secretary and Treasurer, and Chairman of the Board, and Dr. Florent Heidet,
our Chief Technology Officer and Head of Reactor Development, are employed under employment agreements.

Two of our executive
officers, including Mr. Jaisun Garcha, our Chief Financial Officer, and Mr. James Walker, our Chief Executive Officer, are not employees
of our company; instead, they serve as independent contractors and such relationship can be terminated by either party at any time. They
may pursue any other activities and engagements during their terms of agreements with us. This independent contractor structure is an
important element of our business model, as it enables us to attract highly experienced professionals with specialized expertise while
maintaining a flexible cost structure that aligns with our current stage of development. However, the existing external commitments and
any future commitments of our officers to other companies may potentially divert some of their time and attention away from the strategic
and operational needs of our company. Their divided focus could lead to delays in decision-making, hinder effective communication within
our organization, give rise to potential conflicts of interest, and introduce a divergence in priorities, consequently impacting the
overall efficacy of leadership. Additionally, the potential for conflicting interests arising from commitments to multiple entities may
pose challenges in aligning those officers’ priorities with the long-term goals and interests of our company, thereby introducing
an element of uncertainty and potential disruption to our operations. It is essential to acknowledge and address these complexities to
ensure that our officers can effectively balance their responsibilities and fulfill their commitments to our company while maintaining
transparency and integrity in their various roles. Failure to do so may adversely affect our business, financial condition, and results
of operations.

Almost all of our executive
officers have management, advisory or directorship positions with other companies and may allocate their time to other businesses,
which may pose certain risks in fulfilling their obligations with us. Mr. Yu has concurrently served on the board and management
team of several companies and currently allocates at least 15 hours per week to his roles at other companies. Mr. Yu also
concurrently serves as the chief executive officer and chairman of the board of LIST. Mr. James Walker, our Chief Executive Officer,
currently allocates at least five hours per week to support Ares Strategic Mining Inc. (or Ares), a Canadian-based company listed on
the Canadian Stock Exchange under (Ticker: ARS) engaged in junior natural resource mining, where he is responsible for the
construction of plants, purchases of land, operations, marketing, financing, safety regulation compliance, and shareholder
relations. He is also concurrently serving on the board of directors of several small-cap publicly traded companies and a consultant
to LIST. Mr. Jaisun Garcha, our Chief Financial Officer, is currently, and will continue to, work full time with us, and is
currently also working as a consultant to LIST. We intend to enter into formal
employment agreements with our other senior executive officers in the future.

For further detail, see “ITEM
11. Executive Compensation”.

Insurance

We
currently have director & officer liability insurance for our officers and certain directors. We do not carry any key-man life insurance,
business liability and other professional liability insurance. Neither have we purchased any property insurance or business interruption
insurance. Even if we purchase these kinds of insurance, the insurance may not fully protect us from the financial impact of defending
against product liability or professional liability claims that may occur in future. As we are still at the development stage and we
have not produced any products yet, we have determined that our current insurance coverage is sufficient for our business operations
in the U.S.

Research and Development (“R&D”)

As of December 16, 2025, our team
spent approximately 3.8 years on research and development and invested over an aggregate of approximately $20.8 million on
research and development related to all of our microreactors to develop these technologies, such as ZEUS™, ODIN™, and
KRONOS MMR™. Additionally, we believe that, based on publicly available information, our company’s key reactor, the
KRONOS MMR™ reactor, has benefited from approximately $120 million in prior developer investment and nearly a decade of R&D.

Prior to forming our company in 2022,
our technical teams were involved in microreactor research and development which has helped accelerate the development of our microreactors.
Our current research and development efforts are centered on optimizing reactor dimensions, material compositions, simplifying mechanical
systems, and lowering the lifecycle cost of our microreactors and supporting future licensing by the NRC. Our team is also involved in
developing new innovative technologies that will represent future business endeavors, such as fuel processing and fuel transportation.

16

On February 14, 2023, we entered into
a Strategic Partnership Project (SPP) agreement with INL for an Expert Review Panel of our ZEUS™ microreactor design. The SPP agreement
is managed by BEA for the DOE. Over a 6-month period, INL reviewed our ZEUS™-related technical information related to reactor design, siting,
fuel, and decommissioning strategy and organized a Panel Review Workshop to discuss numerous areas of the design. This review panel not
only provided recommendations on the current design but also outlined a path forward for further design and collaboration between us and
INL.

In
addition, we have been awarded 200 hours of subject matter expert (SME) support at INL as part of the National Reactor Innovation Center
(NRIC) Resource Team program. NRIC accelerates the demonstration and deployment of advanced nuclear energy through its mission to inspire
stakeholders and the public, empower innovators, and deliver successful outcomes. They are charged with and committed to demonstrating
advanced reactors by the end of 2025. The work carried out focused on delivering a thermal-hydraulics model to study the temperature
in our ZEUS™ reactor core as well as the thermal efficiency of the system, a Monte-Carlo model to study criticality and
reactivity coefficients in the reactor core during depletion, and an optimized version of the reactor core including thermal-hydraulics
and neutronics.

We believe that based on publicly available
information, USNC raised over $120 million for the research and development activities related to our KRONOS reactor technology. KRONOS
is being designed as a next-generation, high-temperature solid-core microreactor intended to provide reliable, transportable, and emissions-free
power for defense and remote industrial applications. The KRONOS program builds upon our earlier microreactor development efforts and
leverages our team’s prior academic and national laboratory experience in advanced reactor physics, materials science, and high-temperature
systems engineering.

On March 29, 2025, we executed a Sponsored
Research Agreement Amendment No. 2 with U of I that substituted our company as an assignee of the rights and obligations of USNC regarding
the sponsored research relationship with The UIUC for the KRONOS MMR™ project. Under the UIUC Agreement, our company, in collaboration
with UIUC, will construct, obtain regulatory approval for, and deploy a KRONOS MMR™ research and test reactor on the UIUC campus.
See “Item 1. Business - Material Agreements and Current Memoranda of Understanding” for detail. UIUC operates one of
the nation’s leading university-based nuclear engineering programs and has an established history of working with federal agencies
and private industry on reactor development, regulatory planning, and demonstration projects. Our collaboration with UIUC includes assessing
site suitability on the UIUC campus, evaluating regulatory pathways under the NRC and DOE reviewing fuel cycle considerations, and examining
operational integration with UIUC’s research and educational mission.

The
KRONOS–UIUC project is intended to serve as a demonstration of the KRONOS reactor, subject to securing the necessary regulatory
approvals. We believe that the opportunity to deploy KRONOS at a major research university would accelerate technology maturation, expand
educational and workforce-development capabilities, and provide an early operational environment to validate safety, performance, and
manufacturability of the system.

In
the future, we expect our research and development expenses to increase significantly as we continue to accelerate the development of
our products, services, and technologies.

17

Material
Agreements and Current Memoranda of Understanding

Strategic
Partnership Project Agreement No. 23SP817 between Nano Nuclear Energy Inc. and BEA

On February 14, 2023, we entered into
a Strategic Partnership Project (SPP) agreement with BEA. Pursuant to the SPP agreement, BEA is the management and operating contractor
of the INL and is operating as a contractor for the DOE. The purpose of the SPP agreement is to establish an expert design panel for
our ZEUS™ microreactor design. This review panel will provide recommendations for the current reactor design and outline
a path forward for further design and collaboration between BEA and us. The estimated period of performance for completion of the statement
of work (“SOW”) outlined in the SPP agreement was six months from the effective date of this SPP agreement (the later of
the date signed by the last signatory or the date on which BEA received advance funding from Nano).

On
December 6, 2023, we entered into an amendment to the SPP agreement with BEA, pursuant to which the estimated timeline for completion
of the SOW was extended from July 6, 2023 through January 3, 2025 and the term of the SPP agreement may be extended by mutual written
agreement of both us and BEA. We expect to seek to extend the term of the SPP in light of the Memorandum of Understanding we signed in
December 2024 with DOE as described further below.

Services
Agreement between Nano Nuclear Energy Inc. and Nuclear Education and Engineering Consulting LLC (“NEEC”)

On
January 19, 2024, we entered into a services agreement with NEEC, effective on January 15, 2024. Pursuant to the NEEC agreement, NEEC
will support the design and development of a solid core 1 Mwe nuclear reactor according to certain high-level objectives established
by us, and in return, NEEC is entitled to a monthly fee of $80,000 or less depending on the workload. The NEEC agreement contains customary
provisions regarding confidentiality, indemnification, data security, and privacy. The NEEC agreement will expire two years from January
15, 2024 and may be terminated sooner by either party in the event that the other party is in breach, and it may be terminated with or
without cause by NEEC upon thirty days’ written notice to us.

Memorandum
of Understanding with Everstar

In
July 2024, we signed a memorandum of understanding with Everstar Inc. to explore the potential of leveraging Everstar’s developing
suite of artificial intelligence driven advisory and technology solutions to modernize the regulatory licensing process for our fabrication,
deconversion, transportation and microreactor development projects.

18

Memorandum
of Understanding with Vert2Grow Energy Solutions

In
November 2024, we announced that we had signed a memorandum of understanding with Vancouver-based start-up Vert2Grow Energy Solutions
Inc. (Vert2Grow). Vert2Grow utilizes vertical farming technology provided by Food Security Structures Canada (FSSC). Under this memorandum,
we and Vert2Grow aim to explore the integration of our portable microreactor technology with the innovative vertical farming solutions
of Vert2Grow and its technology partner FSSC to deliver sustainable power and food production capabilities to remote communities worldwide.
The memorandum establishes an initial, two-year exploration period and seeks to address the pressing challenges faced by remote and underserved
areas, where access to reliable energy and food supply is limited. By leveraging our advanced reactor systems in development and FSSC’s
proprietary controlled-environment agriculture technology, the collaboration will develop a comprehensive framework to deliver innovative
solutions that can transform isolated communities, disaster-prone regions, and industrial sites and may eventuate in the execution of
one or more definitive agreements between the parties. The collaboration’s initial scope of work over the next several years includes
feasibility studies, site selection, pilot project implementation, and community engagement and training.

Founded
in 2019, FSSC specializes in pioneering vertical farming systems that are designed for scalability, operational efficiency, and resilience.
With advanced automation, energy-efficient lighting, and climate control technologies, FSSC’s growing system enables year-round,
high-yield food production in challenging environments.

Memorandum
of Understanding with Digihost

On December 12, 2024, we entered into
a memorandum of understanding with Digihost to advance the transition to carbon-free energy at Digihost’s 60-megawatt power plant
in upstate New York. This strategic collaboration leveraged our cutting-edge advanced nuclear reactor technologies in development to provide
clean, reliable, and scalable energy for Digihost’s high-tech operations, including AI-driven data centers and digital asset colocation
programs. The collaboration signified a pivotal step toward zero-emission energy solutions for Digihost by transitioning its existing
power infrastructure to leverage advanced nuclear energy, enabling us to offer practical strategies and innovative solutions to address
energy challenges faced by industries within the state of New York.

As part of our domestic initiatives,
following our collaboration with Digihost in December 2024, we provided consulting services to Digihost from April to June 2025, despite
not having formally launched our consulting service offerings. Our consulting support contributed to the planning and execution of the
Digihost project and included regulatory advice, site assessment, roadmap development, and stakeholder engagement.

19

USNC Agreement and Yu Option Agreement Related to the January
2025 Acquisition of KRONOS and LOKI Assets

On December 18, 2024, we entered into
the USNC Agreement with Ultra Safe Nuclear Corporation and certain of its subsidiaries to acquire the USNC Assets related to the KRONOS
MMR™ Energy System and the LOKI MMR™.

On January 10, 2025, we closed the acquisition
of the USNC Assets. The USNC Assets included (i) five contracts with third-party collaborators, (ii) 38 issued, pending or published patents,
nine (reduced from 16 as of January 10, 2025 as we voluntarily abandoned seven) registered, pending or published trademarks, and any other
technology and intellectual property related to the acquired assets, (iii) rights related to a demonstration project related to the KRONOS
MMR™ Energy System in the United States and (iv) the business records of the USNC Assets and related rights. We acquired these assets
through two new wholly owned subsidiaries incorporated in Nevada.

The USNC Assets also included certain
Canadian assets relating to both the KRONOS MMR™ Energy System and certain Canadian intellectual property rights relating to the
LOKI MMR™ (the “Canadian Assets”). The Canadian Assets include, among other assets: (i) three contracts with Canadian
authorities, including a license application (the “Chalk River License Application”) with the Canadian Nuclear Safety Commission
(“CNSC”) associated with a KRONOS MMRTM reactor demonstration project at Chalk River Laboratories located in Ontario, Canada
(the “Chalk River Project”), (ii) the equity interests of a Canadian partnership that was believed at the time to hold the
Chalk River License Application (the “Canadian Partnership”), and (iii) rights related to the Chalk River Project. The transfer
of the Chalk River License Application and certain other of the Canadian Assets (such assets, the “Consent Assets”) required
the consent of certain Canadian governmental entities, including the CNSC (the “Canadian Consents”). We established an escrow
of $250,000 deposited at the closing securing the Canadian Consents. If the Canadian Consents were not received within 90 days after the
closing, we had the right to terminate the acquisition of the Consent Assets, receive the return of $250,000 held in escrow and forfeit
our rights to the Consent Assets. Our right to acquire the Consent Assets was established pursuant to an option arrangement with our Chairman
and President and his affiliated entities as described below.

We
closed our acquisition of the USNC Assets (including the Canadian Assets which were not Consent Assets, consisting of Canadian intellectual
property rights) on January 10, 2025. The USNC Assets were acquired free and clear of any liens other than certain specified liabilities
of USNC that were assumed, for a total purchase price of $8.5 million in cash through an auction conducted pursuant to Section 363 of
the U.S. Bankruptcy Code in connection with USNC’s pending Chapter 11 bankruptcy proceedings. We consider this purchase price to
be advantageous for us as we believe based on publicly available information that USNC raised over $120 million for the development of
the KRONOS MMR™ Energy System and that a major data center operator had conducted due diligence on the project while it was being
developed by USNC. On December 18, 2024, the United States Bankruptcy Court for the District of Delaware, the court overseeing USNC’s
bankruptcy, approved the sale of the USNC Assets to us, including the Canadian Assets, which approval included our right to assign our
purchase rights to the Consent Assets.

On January 10, 2025, we entered into an option agreement (“Yu Option Agreement”)
with Mr. Yu and Yu Entities, pursuant to which we received an option back from Mr. Yu and the Yu Entities to acquire for nominal consideration,
for a period of five years beginning with the receipt by the Yu Entities of the Consent Assets upon receiving the Canadian Consents, any
or all of the equity interests of the Yu Entities or the Canadian Partnership, the other Consent Assets or the material assets and business
of the Canadian Partnership. The assignment of the right to acquire the Consent Assets and the Yu Option Agreement were unanimously approved
by our disinterested directors. Given our acquisition of GFPL later in 2025, we do not currently believe that the assets subject to this
option to be material to our company. Please refer to “ITEM 1. Business - Overview” for further detail.

GFPL
Purchase Agreement Acquisition of GFPL and 2025 Progress with Chalk River Project

On
August 14, 2025, The RPWI Liquidating Trust, a Delaware liquidating trust created pursuant to USNC’s plan of liquidation in bankruptcy,
GFPL, our company and our subsidiary Kronos MMR Inc. entered into a the GFPL Purchase Agreement pursuant to which Kronos MMR agreed to
purchase all of the equity interests of GFPL and any other assets of GFPL that are specified in the GFPL Purchase Agreement (including
the rights to the Chalk River License Application), free and clear of all liens, claims, encumbrances and other interests. The purchase
price for GFPL was our assumption of an approximately $0.65 million liability, which was the amount owed by GFPL to the CNSC for pre-petition
bankruptcy claims, plus any other amounts payable to CNSC for the Chalk River License Application which first arise and relate to, or
become due and payable in the ordinary course after the closing of such acquisition, plus a $15,000 expense reimbursement allowance.

20

On September 2, 2025, the GFPL
Purchase Agreement and the transactions contemplated thereby were approved by the Bankruptcy Court, and on October 16, 2025, such
transaction was closed. We expect to pay the $0.65 million assumed liability using cash on hand in the near future. In late October
2025, we announced our rebranding of GFPL to the name True North Nuclear. Please refer to “ITEM 1. Business -
Overview” for further detail.

Sponsored
Research Agreement Amendment No. 2 with The Board of Trustees of the University of Illinois

On March 29, 2025, we executed a Sponsored Research Agreement Amendment No. 2 with
U of I that substituted our company as an assignee of the rights and obligations of USNC regarding the sponsored research relationship
with The UIUC for the KRONOS MMR™ project. Under the UIUC Agreement, our company, in collaboration with U of I, will construct,
obtain regulatory approval for, and deploy a KRONOS MMR™ research and test reactor on the UIUC campus.

The
UIUC Agreement as entered into with U of I is effective January 1, 2022, and will terminate on February 28, 2027, unless terminated earlier,
for convenience by either party by providing 30 days’ advance written notice, for material breach by either party that is uncured
within 30 days after providing notice, or immediately upon notice, if (i) the parties cannot agree on an acceptable successor U of I
principal investigator for the project (if either of the current U of I principal investigators become unable to perform), (ii) we are
declared insolvent, cease (or threaten to cease) to carry on our business, or an administrator or receiver has been appointed over all
or part of our assets; (iii) we fail to pay promptly research costs to U of I under a budget not to exceed approximately $3.4 million;
or (iv) either party is debarred or excluded from participating in any government program. Under the UIUC Agreement, each party owns
the inventions it develops alone, and any inventions developed together are jointly owned. At our request and expense, U of I will file
patent applications in the United States and foreign countries for any U of I or joint inventions. With U of I approval, we may control
patent application filing, prosecution, and maintenance.

We
have also received a non-exclusive, non-transferable royalty-free license to practice each U of I invention for commercial purposes within
the field of nuclear energy. Please refer to “ITEM 1. Business - Overview” for further detail on our relationship
with UIUC.

October
7, 2025 Private Placement

On
October 7, 2025, we entered into a Securities Purchase Agreement (the “SPA”) with six institutional investors (the “Investors”),
pursuant to which we agreed to offer and sell 8,490,767 shares (“Shares”) of common stock of the Company, par value $0.0001
per share, in a private placement (the “Private Placement”) for gross proceeds of approximately $400,000,000. Pursuant to
the SPA, we issued and sold the Shares in the Private Placement at a purchase price of $47.11 per share. The Private Placement closed
on October 10, 2025.

After
deducting the placement agent fees and estimated offering expenses payable by the Company, we received net proceeds of approximately
$378,600,000. We intend to use these net proceeds to advance development, construction and regulatory licensing activities for our lead
micro nuclear reactor program, the KRONOS MMR™ Energy System, continue development of its other micro reactor projects and other
nuclear energy related business lines, pursue potential strategic acquisitions, and for general corporate purposes.

21

Pursuant to the SPA, we agreed to include a resale prospectus in the next amendment
to our registration statement on Form S-3 initially filed with the Securities and Exchange Commission (the “SEC”) on July
25, 2025 (File No.: 333-288982) covering the resale of the Shares (the “Resale Registration Statement”) as soon as practicable
but no later than October 25, 2025 (the date of filing, the “Filing Date”), and with the Resale Registration Statement to
be effective within 30 days following the later of (i) the Filing Date, and (ii) the second business day after the date on which the United
States Federal government shutdown has concluded and the Securities and Exchange Commission has reopened for operations, if it is not
subject to review by the SEC. The Company will have an additional 30 days to cause the Resale Registration Statement to become effective,
if it is subject to full review by the SEC. On October 22, 2025, we filed the Resale Registration Statement, which is still under the
SEC’s review as of the date of this Report, which as of the date of this Report remains in review by the SEC.

The
SPA includes standard representations, warranties and covenants of the Company and Investors, including a restriction on future issuances
of the Company’s capital stock or filing a registration statement or any amendment or supplement thereto (subject to certain exceptions)
for a period of thirty (30) days following effectiveness of the Resale Registration Statement.

Titan
Partners Group LLC, a division of American Capital Partners, LLC, acted as placement agent for the Private Placement (the “Placement
Agent”) under a placement agency agreement with the Company (“Placement Agency Agreement”), pursuant to which it received
a cash fee equal to 5.0% of the gross proceeds received by the Company in the Private Placement, and reimbursement of $200,000 in legal
expenses.

Government
Regulation

Microreactor
Business

Nuclear
Safety Regulation. The commercial use of nuclear technology is regulated in all countries, and approval from national regulatory
bodies is required for the design, construction, and operation of nuclear plants, including our proposed microreactors. Nuclear safety
regulators primarily consider the safety and robustness of designs of nuclear plants against applicable internal hazards (e.g., component
failures and fires) and external hazards (e.g., earthquakes and weather loads such as snow, rain and wind), and also consider the environmental
impacts of construction and operations (e.g., water use and preservation of historical sites and animal and plant species) of nuclear
plants. Nuclear safety regulation must be addressed on a country-by-country basis, although regulators may collaborate when a design
is deployed in multiple countries.

Our
microreactor licensing strategy includes two primary goals: (1) obtain regulatory approval using the most efficient licensing pathway
by engaging the regulator early and developing a complete and high-quality application; and (2) maintain a standard design for our microreactor
in as many markets as possible by pursuing NRC Standard Design Certification that can be completely referenced in customer license applications.

22

Nuclear
Safety Regulatory Approval in the United States. For a nuclear plant to be constructed and operated in the United States, an applicant
must develop and submit either a construction permit application followed by an operating license application in accordance with 10 CFR
Part 50 or submit a combined license application in accordance with 10 CFR Part 52. An applicant utilizing either licensing pathway can
incorporate by reference a design certification thus limiting the scope of its license application to site-specific information and operational
programs. A customer desiring to construct and operate one of our microreactors can increase the efficiency of NRC regulatory approval
by incorporating by reference the NRC standard design certification for one of our microreactors into its application. In accordance
with our licensing strategy, we expect to obtain NRC approval and certification of our standard microreactor design for incorporation
by reference into prospective customer license applications. The design certification process ensures that NRC review of the design is
final and that prospective customers that use our NRC standard design certification without modification will only need to support NRC
review of site-specific design features (e.g., physical security systems, water intake structures, on-site emergency plan), operational
programs (e.g., maintenance, emergency preparedness), and environmental impacts. Through design finality, the NRC will not re-review
our microreactor design.

Nuclear
Safety Regulatory Approval Internationally. We are evaluating plans for pursuing international markets and engaging with international
regulators with respect to our proposed microreactors. If we pursue markets outside of the U.S., we will assess all international regulatory
requirements which may be applicable to our business.

Other
Regulations. In addition to nuclear safety regulations, we are also subject to such other nuclear regulatory controls as nuclear
material safeguards and non-proliferation restrictions, and liability insurance regimes (e.g., Price-Andersen Act, the 1960 Paris Convention,
the 1963 Vienna Convention, and the 1997 Convention on Supplementary Compensation). We only plan to sell our microreactors in jurisdictions
where nuclear liability is exclusively channeled to the plant operator.

Customers
purchasing our microreactors must also obtain the permits, licenses, and insurance required for the jurisdiction where the facility will
be located. In the U.S., a nuclear plant developer must obtain an NRC construction permit and operating license issued pursuant to 10
CFR Part 50 or a combined construction and operating license issued pursuant to 10 CFR Part 52. Other U.S. federal permits or licenses
required for a nuclear plant may include those issued by the Army Corps of Engineers; the Federal Aviation Administration; the U.S. Department
of Transportation; and the U.S. Environmental Protection Agency. State or local regulators may also require permits or licenses for a
nuclear plant, including a National Pollutant Discharge Elimination System (NPDES) Permit for Storm Water Discharges from Construction
Activities and to Construct a Sanitary Wastewater, Wastewater Treatment facility; Section 401 Water Quality Certification; Well Permits;
Solid Waste Handling Permit; and appropriate building permits.

Export
Controls. Our microreactor business is subject to, and complies with, stringent U.S. import and export control laws, including the
Export Administration Regulations (EAR) regulations from the Bureau of Industry and Security which is part of the U.S. Department of
Commerce, and regulations issued by the DOE. The regulations exist to advance the national security and foreign policy interests of the
U.S. and to further its nonproliferation policies. Nuclear technology, also known as technical data, is controlled by 10 CFR Part 810,
under the regulations of the DOE. Nuclear hardware and codes specifically designed or modified for use in a nuclear reactor are controlled
by the NRC under 10 CFR Part 110. We will work to ensure that strict internal control and measures are implemented to comply with export
control regulations. Appendix A to 10 CFR Part 810 provides a list of countries that are considered Generally Authorized meaning they
are considered to be non-sensitive. Countries not on this list are required to be specifically authorized prior to sharing any nuclear
technology. Under Part 110, the NRC regulates the export or import of nuclear hardware, material and code, following the same sensitive
countries versus non sensitive countries’ regulatory structure embedded in 10 CFR Part 810.

Fuel
Processing and Transportation Businesses

Nuclear
Safety Regulation. The commercial nuclear fuel industry is heavily regulated in the United States and regulatory approval is required
for the design, safety systems and operation of a nuclear fuel facility such as our proposed fuel processing facility. Nuclear safety
regulators from the NRC consider safety related impacts to the facility from external events (e.g., wildfires, impacts from nearby facilities),
natural phenomena hazards (e.g., seismic events, wind, snow, floods), fire protection, environmental conditions and dynamic effects associated
with operations, chemical protection, emergency response, criticality control, and instrumentation and control. The facility license
application must identify items relied on for safety in order to limit potential radiation and chemical related impacts to workers, the
public, and the environment.

23

A
nuclear fuel facility must also consider the impacts of the facility on the environment. An environmental report will be prepared which
describes the impact of constructing the facility on the environment; adverse environmental impacts that cannot be avoided; alternatives
to the proposed facility construction; the relationship between short-term uses and enhancement of long-term productivity; and irreversible
commitments of resources. The NRC will consider environmental impacts in its licensing decision making process. The NRC will need to
make an environmental related finding of no significant impact (FONSI) prior to issuance of a license for the fuel facility.

Our regulatory licensing strategy is to design nuclear fuel cycle processing facilities
using proven technology, processes and safety systems and engage the NRC early in the license application development process. Our intent
is to produce a high-quality application that can be reviewed and approved by the NRC in the minimum amount of time.

On
the fuel transportation side, we are evaluating the availability and use of comprehensive nuclear material packaging. The use of NRC
certified transportation packages under applicable federal rules and meeting the appropriate Department of Transportation regulatory
requirements for radioactive materials are necessary for nuclear fuel shipments within the United States. Additionally, international
shipping requirements which follow IAEA regulations (and those of the recipient country), are needed for any international transport
of nuclear fuel.

Nuclear Safety Regulatory
Approval in the United States. In order for a nuclear fuel cycle facility to be constructed and operated, a license application (under
10 CFR Part 70) and supporting documentation needs to be prepared and submitted for review and approval by NRC. The safety basis for
the facility is documented in an integrated safety analysis (ISA). An ISA is a systematic examination of the facility’s processes,
equipment, structures, and personnel activities to ensure that all relevant hazards that could result in unacceptable consequences have
been adequately evaluated and appropriate protective measures have been identified. NRC fuel cycle facilities are similar to chemical
processing plants and ISA techniques that have been applied in the chemical industry are generally applicable to a nuclear fuel facility.
A document that contains a summary of the ISA will be submitted to the NRC with the license application.

The
license application submitted to the NRC will also include (a) an overview of the site and processes; (b) the licensees organization,
(c) the ISA methodology to be used, (d) a radiation protection program, (e) a nuclear criticality safety program; (f) a chemical process
safety program; (g) a fire safety program; (h) an emergency management plan; (i) an environmental protection description; (j) a decommissioning
plan; (k) a management measures program; (l) a fundamental nuclear material control and accounting plan; and (m) a physical protection
plan.

An environmental report detailing the
potential impacts of the facility (and alternatives) will also be prepared and submitted to the NRC for review. We expect that the NRC
will complete its review of our license application and environmental report within 12 to 18 months. We believe that the NRC review time
can be minimized by submitting a high-quality application for a facility using proven technology and following guidance documents prepared
by the NRC. Communication with the NRC both during the pre-application period and during the review will help facilitate a successful
licensing review.

After obtaining a license from the NRC,
we will construct the facilities in an expeditious manner. After construction is completed, it is expected that the NRC will perform an
operational readiness review of the facilities and grant NANO an authorization to operate.

To
transport the fuel within the United States, NRC certified transportation packages will be used. If necessary, the package certificate
of compliance will be amended by the package certificate holder in order to add our fabricated fuel as an authorized content for the
transportation package. The certificate of compliance amendment request, if needed, will follow the appropriate regulatory requirements
in the United States that are contained in 10 CFR Part 71.

Nuclear
Safety Regulatory Approval Internationally. Since the fuel facility is being licensed to produce our fuel in the United States by
the NRC, no international regulatory approvals will be needed.

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Shipping of the fuel will occur in the
United State using NRC certified transportation packages and following the appropriate regulatory requirements that are necessary for
fuel shipments. For international shipments, additional shipping approvals will be needed depending on the country that the fuel will
be shipped to. International shipping requirements will be addressed by following DOT and IAEA transportation requirements for transport
of nuclear fuel and the recipient’s country’s requirements.

Other Regulation. In addition
to nuclear safety regulations, our fuel processing and transportation businesses are subject to other nuclear regulatory controls such
as special nuclear material safeguards, security and non-proliferation restrictions. Other U.S. federal and state permits such as air
quality, liquid effluent controls, and building permits will be required depending on the fuel facility design (types and quantity of
waste materials produced) and the state in which the facility will be located which has not yet been determined.

Export controls. Exports related
to our fuel processing facilities and products are controlled by the NRC under applicable federal regulations. Nuclear fuel processing
plant equipment and components are under NRC’s export licensing authority as per Appendix O to 10 CFR Part 110. This includes items
that are considered especially designed for the fabrication of nuclear fuel including equipment that: (a) directly processes or controls
the production flow of nuclear material; (b) seal the nuclear material with cladding; (c) check the integrity of cladding; (d) check the
finished treatment of the sealed fuel; or (e) is used for assembling reactor fuel elements. This section of the regulations also includes
equipment or systems of equipment specifically designed or prepared for use in a fuel processing plant. Additionally, 10 CFR 110.9a states
that the export control of special nuclear material is also controlled by the NRC.

Many
types of controls are required to ensure compliance with NRC export control regulations. For example, 10 CFR 110.28 lists embargoed destinations
for exporting nuclear materials and technology. An application to the NRC for a specific license to export special nuclear material will
be required. The specific license is issued on a case-by-case basis to a single specified person or entity which submits and is legally
responsible for the proposed export transactions as described on NRC Form 7 application submitted to the NRC.

Human
Capital Resources

As of December 16, 2025, we had 36 full
time employees and 26 independent contractors with an aggregate of 100 advanced degrees, including 32 master’s degrees in engineering,
science, business, taxation and philosophy, 11 PhDs and three JDs (Juris Doctors - Doctor of Law). We have employment agreements with
two of our executive officers, including Mr. Jay Jiang Yu, our founder, President, Secretary and Treasurer, and Chairman of the Board,
and Dr. Florent Heidet, our Chief Technology Officer and Head of Reactor Development. We also have utilized independent contractor relationships
with two of our senior executive officers, including Mr. Jaisun Garcha, our Chief Financial Officer, and Mr. James Walker, our Chief Executive
Officer. We intend to enter into formal employment agreements with our other senior executive officers in the future. See “ITEM
1. Business - Arrangements with Our Executive Officers.”

The following table provides a breakdown
of our staff by function as of December 16, 2025.

Function
Number of Staff
% of Total

Management
8
12.9%

Research and Development (1)
21
33.9%

Business Operation (2)
31
50.0%

Administration
2
3.2%

Total
62
100%

(1) There was an increase of headcounts
for a total of five staff, or approximately 31% of the total research and development personnel in the research and development department
in 2025 compared to the same period in 2024. The above-mentioned increases were due to the recruitment of new staff for our research and
development.

(2) There was an increase of
headcounts for a total of ten staff, or approximately 48% of the business operation personnel in the business operation department
in 2025 compared to the same period in 2024. The above-mentioned increases were due to the recruitment of new staff for our business
operations.

Our
workforce operates under a hybrid model that integrates both in-office and remote work arrangements. Our management team places significant
focus and attention on matters concerning our human capital assets, particularly on the specific industry and technical knowledge that
are required to implement our nuclear energy-focused business plan. Accordingly, we regularly review staff development and succession
plans for each of our functions to identify and develop our pipeline of talent.

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We
believe we offer our staff competitive compensation packages and an environment that encourages self-development and, as a result, have
generally been able to attract and retain qualified personnel and maintain a stable core management team. Our staff are not represented
by a labor organization or covered by a collective bargaining agreement. We believe that we maintain a good working relationship with
our staff and to date, we have not experienced any labor disputes.

Description
of Properties

Our
corporate headquarters is located at 10 Times Square, 30th Floor, New York, New York 10018, covering approximately 7,800 square feet.
We lease this space for $33,605 per month whereby the monthly lease rent will increase by 2.5% on an annual basis. The lease is effective
on April 1, 2024 and has a term ending on July 31, 2031.

In August 2024, we purchased a 1.64-acre
land package in the historic Heritage Center Industrial Park in Oak Ridge, Tennessee for $1.7 million. The purchase includes a 14,000
sq. ft., 2-story building to house our Nuclear Technology Branch. Situated in a world-class location for innovative nuclear technology
research and development, this facility will serve as the central hub for our advanced nuclear technology design and engineering capabilities.
The Nuclear Technology Branch is near the Oak Ridge National Laboratory, the Spallation Neutron Source, the National Transportation
Research Center, and The University of Tennessee’s Center of Excellence in Engineering.

In January 2025, we entered into a lease
for a facility of approximately 6,800 sq. ft. in Westchester County, New York, where we have established a purpose-built facility to assemble
and demonstrate the operation and viability of several non-nuclear parts and components of our nuclear microreactors in development. We
lease this space for $17,000 per month whereby the monthly lease rent will increase by 2.5% on an annual basis. The lease is effective
on January 1, 2025 and has a term ending on December 30, 2030.

In July 2025, we purchased a 2.75-acre
land package in Oak Brook, Illinois for $3.5 million. The purchase included a 23,537 sq. ft. building to serve as a regional demonstration
and office facility to support the development of our KRONOS MMR™ Microreactor Energy System.

We
believe the above-mentioned facilities and offices are adequate and suitable for our current needs and that, should it be needed, suitable
additional or alternative space will be available to accommodate any such expansion of our operations.

Corporate
History and Corporate Structure

We
were incorporated under the laws of the State of Nevada on February 8, 2022. We are primarily engaged in the design and development of
mobile, easily deployable microreactors, the development of a commercial CAT II facility for fuel processing, and the creation of a commercial
transportation technology and business, with the capacity to move fuel enriched up to 19.75% U235 across North America.

HALEU
Energy Fuel Inc. (which we refer to herein as HALEU Energy), incorporated on August 30, 2022 under the laws of Nevada, is our wholly-owned
subsidiary. Through HALEU Energy, we are seeking to develop a domestic HALEU fuel processing facility to supply the next generation of
advanced nuclear reactors.

American
Uranium Inc. (which we refer to herein as American Uranium), incorporated on February 9, 2022 under the laws of Nevada, is our wholly-owned
subsidiary. Through American Uranium, we are engaged in the acquisition, exploration and development of uranium mineral resource properties
in the U.S. and internationally. American Uranium has not commenced operation as of the date of this Report.

Advanced
Fuel Transportation Inc. (which we refer to herein as Advanced Fuel Transportation), incorporated on June 21, 2023 under the laws of
Nevada, is our wholly owned subsidiary. Through Advanced Fuel Transportation, we plan to manufacture a licensed high-capacity HALEU transportation
system and produce a governmentally licensed and permitted high-capacity HALEU transportation system, capable of moving commercial quantities
of HALEU fuel around North America. Advanced Fuel Transportation has not commenced operation as of the date of this Report.

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Nano Nuclear Space Inc. (which we refer to herein as Nano Nuclear Space), incorporated
on July 24, 2024 under the laws of Nevada, is our wholly-owned subsidiary. Through Nano Nuclear Space, we are seeking to explore the potential
commercial applications of our developing micronuclear reactor technology in space, including the ALIP technology.

Kronos
MMR Inc. (which we refer to herein as Kronos MMR), incorporated on December 20, 2024 under the laws of Nevada, is our wholly-owned subsidiary.
Through Kronos MMR, we are seeking to operate the newly acquired MMR Business for the MMR® Energy System to complement our own ZEUS™
and ODIN™ microreactors in development.

Loki MMR Inc. (which we refer to
herein as Loki MMR), incorporated on December 31, 2024 under the laws of Nevada, is our wholly-owned subsidiary. Through Loki MMR,
we are seeking to operate our newly acquired Pylon Business related to the Pylon reactor development.

Global First Power Ltd. is a Canadian
corporation which we acquired from the USNC bankruptcy estate in October 2025 as described elsewhere in this Report. Subsequently, we
renamed this entity True North Nuclear Ltd. as part of the rebranding of our Canadian KRONOS business.

Available
Information

Our website is www.nanonuclearenergy.com.
Access to copies of our SEC filings, corporate governance information, and other items that may be material or of interest to our investors
is available via our website under “Financial Information”. The contents of our website are not incorporated by reference
into this Report or in any other report or document we file with the SEC, and any references to our website are intended to be inactive
textual references only. All information that we have filed with the SEC can also be accessed through the SEC’s website at www.sec.gov.