Jaguar Uranium Corp. 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information The Company’s common stock is traded on the NYSE American LLC under the symbol “JAGU”. Holders At March 27, 2026, there were 92 holders of record of the Company’s Class A common shares. Dividends To date, the Company has not paid dividends on its common stock nor does it anticipate that it will pay dividends in the foreseeable future. As of December 31, 2025, the Company does not have any preferred stock outstanding that has any preferential dividends. Securities Authorized for Issuance under Equity Compensation Plans Information The number of common shares to be issued upon exercise of outstanding stock awards is 858,000 and the number of common shares remaining available for future issuance under the Company’s equity compensation plans (excluding the common shares to be issued upon exercise of outstanding stock awards) is 1,161,377. Purchases of Equity Securities by the Issuer and the Affiliated Purchasers None. Unregistered Sales of Equity Securities Set forth below is information regarding all securities sold by the Registrant since December 16, 2022, the offer and sale of which were not registered under the U.S. Securities Act of 1933, as amended (the “ Securities Act ”). (a) Common Shares 1. On December 16, 2022, in connection with the Registrant’s incorporation, the Registrant issued 100 Common Shares at a price of $0.01 per share for gross proceeds of $1.00. These Common Shares were returned and cancelled on December 20, 2023. 2. On May 16, 2023, the Registrant issued 990,000 Common Shares at a price of $0.10 per share for gross proceeds of $99,000. 3. On September 21, 2023, the Registrant issued 10,000 Common Shares at a price of $0.10 per share for gross proceeds of $1,000. 4. On December 8, 2023, the Registrant issued 500,000 Common Shares at a price of $0.10 per share for gross proceeds of $50,000. 5. On December 20, 2023, the Registrant issued 2,000,500 units at a price of $0.20 per unit for gross proceeds of $400,100. Each unit consists of one Common Share and one warrant, each exercisable into one Common Share at an exercise price of $1.00 per share, expiring on December 14, 2026. 6. On December 20, 2023, the Registrant issued 150,000 Common Shares at a price of $0.20 per share for gross proceeds of $30,000, which were received in 2024. 7. In January 2024, the Registrant issued 1,116,200 Common Shares at a price of $2.00 per share for gross proceeds of $2,232,400. 8. On March 15, 2024, the Registrant issued 80,000 Common Shares at a price of $2.00 per share for gross proceeds of $160,000, of which 25,000 shares were used to settle an outstanding debt obligation. 9. On April 8, 2024, the Registrant issued 1,211,687 Common Shares to Green Shift Commodities Ltd. at a price of $2.00 per share as part of the acquisition of Berlin (BVI) Limited and Gaia Energy. On the same day, the Registrant issued another 291,667 common shares at a price of $2.00 per share for gross proceeds of $583,334. 53 10. On April 15, 2024, the Registrant issued 187,916 Common Shares at a price of $4.00 per share for gross proceeds of $751,666. 11. On July 19, 2024, the Registrant closed on the acquisition of 2847312 Ontario Inc. (Sucursal Argentina) by issuing 2,000,000 Common Shares at a price of $5.00 per share. 12. On September 27, 2024, the Registrant issued 8,000 Common Shares at a price of $5.00 per share for total proceeds of $40,000. 13. On January 15, 2025, the Registrant issued 70,000 units at a price of $5.00 per unit for gross proceeds of $350,000. Each unit consists of one Common Share and one warrant, each exercisable into one Common Share at an exercise price of $5.05 per share, expiring on January 15, 2028. 14. On June 17, 2025, the Registrant issued 396,000 Common Shares at a price of $1.00 per share as a result of the exercise of 396,000 warrants for a total proceeds of $396,000. 15. On July 15, 2025, the Registrant issued 27,000 Common Shares at a price of $1.00 per share as a result of the exercise of 27,000 warrants for a total proceeds of $27,000. 16. On July 21, 2025, the Registrant issued 15,000 Common Shares at a price of $5.00 per share for a total proceeds of $75,000. 17. On September 5, 2025, the Registrant issued 3,000 Common Shares at a price of $5.00 per share for a total proceeds of $15,000. (b) Warrants On December 20, 2023, the Registrant issued 2,000,500 warrants as part of the unit offering described above, each exercisable into one Common Share at an exercise price of $1.00 per share, expiring on December 14, 2026. On January 15, 2025, the Registrant issued 70,000 warrants as part of the unit offering described above, each exercisable into one Common Share at an exercise price of $5.05 per share, expiring on January 15, 2028. On June 17, 2025, the Registrant issued 1,188,000 new warrants exercisable at $5.05 per share and expiring on June 17, 2028 as a result of an incentive program pursuant to a board resolution dated May 20, 2025. The incentive program is to encourage early warrant exercises in advance of its public listing. Under this program, holders who exercised their warrants received three additional warrants for each warrant exercised, each exercisable into one Common Share at a price of $5.05 per share, expiring three years from the date of issuance. In addition, if a holder exercised more than 10% of their warrants, the expiry date of their remaining unexercised $1.00 warrants was extended to December 14, 2029. As a result of this program, 1,362,833 warrants had their expiry date extended from December 14, 2026 to December 14, 2029. (c) Options 1. On March 15, 2024, the Registrant granted 180,000 stock options with an exercise price of $2.00 per share. The options expire on March 15, 2029. 2. On June 18, 2024, the Registrant granted 90,000 stock options with an exercise price of $4.00 per share. The options expire on June 18, 2029. 3. On June 30, 2024, the Registrant granted 320,000 stock options with an exercise price of $4.00 per share. The options expire on June 30, 2029. 4. On August 28, 2024, the Registrant granted 25,000 stock options with an exercise price of $5.00 per share. The options expire on August 28, 2029. 5. On September 25, 2024, the Registrant granted 243,000 stock options with an exercise price of $5.00 per share. The options expire on September 25, 2029. The stock options were granted under the Registrant’s stock option plan. 54 (d) Convertible Note On June 26, 2025, the Registrant issued a convertible promissory note in the principal amount of $150,000, maturing on June 26, 2027. The note is convertible, at the option of the holder or mandatorily upon the Registrant’s listing on a recognized North American stock exchange, into units of the Registrant at a conversion price equal to the lesser of $5.00 per share or a 25% discount to the Offering Price. Each unit consists of one Common Share and one warrant exercisable into one Common Share at $5.00 per share for a period of three years from the date of issuance. None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering. The Registrant believes the offers, sales, and issuances of the above securities were exempt from registration under the Securities Act (or Regulation D or Regulation S promulgated thereunder) by virtue of Section 4(a)(2) of the Securities Act because the issuance of securities to the recipients did not involve a public offering, or in reliance on Rule 701 because the transactions were pursuant to compensatory benefit plans or contracts relating to compensation as provided under such rule. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions. All recipients had adequate access, through their relationships with the Registrant, to information about the Registrant. The sales of these securities were made without any general solicitation or advertising. Use of Proceeds On February 11, 2026, we sold 6,250,000 Common Shares in connection with our IPO, at a public offering price of $4.00 per share for an aggregate offering price of $25,000,000. The offer and sale of the Common Shares in our initial public offering were registered under the Securities Act pursuant to a registration statement on Form S-1 (File No. 333-292006), which was declared effective by the SEC on January 30, 2026. The managing underwriter of our initial public offering was Titan Partners, a division of American Capital Partners. The net proceeds, after deducting the underwriting discounts and commissions and offering expenses payable by the Company, was approximately $20.4 million. No payments were made by us to directors, officers or persons owning ten percent or more of our common shares or to their associates, or to our affiliates, other than payments in the ordinary course of business to officers for salaries and to non-employee directors pursuant to our director compensation policy. There has been no material change in the planned use of proceeds from the initial public offering as described in our final prospectus dated February 11, 2026 filed with the SEC pursuant to Rule 424(b) under the Securities Act. Item 6. [Reserved]