Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures : Our
management carried out, as of December 31, 2025, with the participation of our President and Chief Executive Officer
and our Chief Financial Officer, an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e)
and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, our President
and Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2025, our disclosure controls and procedures
were effective to provide reasonable assurance that material information required to be disclosed by us in reports we file under the Exchange
Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that information
required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management,
including our President and Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure.
Management’s Report on Internal Control
Over Financial Reporting: Our management is responsible for establishing and maintaining adequate internal control over financial
reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d -15(f). Because of its inherent limitations, internal control
over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with existing
policies or procedures may deteriorate. Under the supervision and with the participation of our management, including our President and
Chief Executive Officer and Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal
control over financial reporting as of December 31, 2025 based on the framework in “ Internal Control–Integrated Framework
(2013) ” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, our management
concluded that our internal control over financial reporting was effective as of December 31, 2025, and that no material weaknesses
in internal control over financial reporting were identified.
Changes in Internal Control Over Financial
Reporting: There were no changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)) during
the fourth quarter of 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.
Item 9B. Other Information
Rule 10b5-1 Trading Plans
The Company’s executive officers and directors
may from time to time enter into plans or arrangements for the purchase or sale of its common shares that are intended to satisfy the
affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. During the three months ended December 31, 2025, no officers
or directors of the Company adopted , modified , or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1
trading arrangement,” as defined in Item 408 of Regulation S-K.
The Company has adopted an insider trading policy
governing the purchase, sale, and other dispositions of the Company’s securities by directors, senior management, and employees.
A copy of the insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections
Not applicable.
63
Part III
Item 10. Directors, Executive Officers and Corporate Governance
The following table sets forth the names, ages
and position of our executive officers and directors.
Name
Age
Position
Executive Officers :
Steven Gold
46
President, Chief Executive Officer and Director
William Avery
44
Chief Financial Officer
Directors:
Luis Ducassi
43
Executive Chairman of the Board
Maxime Leclerc
39
Director
Trumbull Fisher (1)
41
Director
Janet Meiklejohn
62
Director
Tomas De Pablos Souza
45
Director
(1) Trumbull Fisher has been appointed to the Board pursuant to
the Berlin Project SPA.
Background of Executive Officers and Directors
Luis Ducassi has served as
our Executive Chairman since April 1, 2024. Prior to that, Mr. Ducassi was our Chief Executive Officer since the Company’s
inception on December 16, 2022. Between August 2021 and December 2022, Mr. Ducassi took a temporary leave of absence due to
personal obligations. Prior to that, between August 2020 and August 2021, he served as the General Manager of Mining Promotion and Sustainability
of Ministry of Energy and Mines in Peru, where he managed, updated and monitored the portfolio of mining projects both in construction
and exploration. A respected businessman, Mr. Ducassi led mining efforts in Peru for the Ministry of Energy and Mines and played
a key role in negotiating and financing renewable energy projects. Between October 2017 and July 2020, Mr. Ducassi served as the
Director of Mining Projects of Peru’s Private Investment Promotion Agency. Earlier in his career, Mr. Ducassi worked as an
associate at Banco de Credito del Peru , from November 2010 to July 2012. In his earlier career, Mr. Ducassi worked
at World Bank, where he was a short-term consultant from July 2005 to July 2006 and a junior professional associate from August 2006
to August 2008, gaining experience in financial markets. Mr. Ducassi received his Bachelor’s degree from Universidad del
Pacifico in Business Administration in 2003 and his Masters of Business Administration from INSEAD in 2010.
Steven Gold has served as our President
and Chief Executive Officer since May 21, 2024. Prior to this, he held the position of Chief Financial Officer, starting on December 10,
2023. He has also served as a director since January 1, 2024. Mr. Gold has nearly 25 years of capital markets experience
in the natural resources sector, having held various positions in the investment industry across both the buy and sell sides with Tier-1
funds and brokerages. Prior to serving at the Company, during 2023, Mr. Gold had been offering corporate development and investor
relations consultancy to junior natural resource companies on a contractual basis. Between 2021 and 2023, Mr. Gold served as the
vice president of corporate development at Collective Mining Corp. Between 2018 and 2021, Mr. Gold took a temporary leave of absence
due to personal obligations. Previously, between 2012 and 2018, he served as the CFO of Energold Drilling Corp. In addition, Mr. Gold
held senior officer roles at various junior and mid-level global mining-sector companies with a focus on Latin America and Africa. Mr.
Gold is a Director of Fusion Fuel Green PLC, a U.S.-listed public company. Mr. Gold received his Bachelor’s degree in Industrial
Relations from McGill University in 2001 and his CFA designation from CFA Institute in 2006.
William Avery has served as our Chief Financial
Officer since June 1, 2024. Since September 2023, Mr. Avery has been operating his own wholly-owned business, Avery Professional
Corporation, which provides CFO consulting services. While providing consultancy to companies, Mr. Avery is also named as the Chief
Financial Officer of PharmAla Biotech Holdings Inc., a Canadian public company. Mr. Avery has nearly 20 years of experience
in public accounting and corporate finance, including eleven years as a partner at MNP LLP, a leading national accounting firm in
Canada. From 2016 to 2023, he served as the Regional Public Companies Leader in Toronto, Ontario, where he specialized in helping companies
go public in both the United States and Canada, as well as cross-listing, across a wide variety of industries. Prior to that, he
held the position of Human Capital Leader in Mississauga, Ontario, from 2014 to 2016. Mr. Avery is a CPA (Canada) and CPA (New York)
with expertise in U.S. GAAP and IFRS. Since leaving public accounting, he has worked as CFO and financial consultant to both
private and public companies, providing strategic financial leadership to businesses pursuing public listings. Mr. Avery has received
his Honors Arts Accountancy Coop and Post-Baccalaureate Diploma in Accounting from University of Waterloo in 2005.
64
Maxime Leclerc has served as one of our
directors since May 21, 2024. Mr. Leclerc has over 20 years of experience in the commodities sector, specializing in energy,
metals, and minerals. He is the Founder of Aliki Global, a company that provides management and business advisory services, where he has
been working as an advisor since December 2018. He is also the co-founder of Abaxx Exchange and a partner at Abaxx Technologies Inc.
Previously, Mr. Leclerc held senior roles at Goldman Sachs, focusing on derivatives and bespoke transaction structuring. He has expertise
in transitioning private businesses to public companies, particularly in energy and mining and holds a directorship in a private company.
Mr. Leclerc is highly skilled in physical markets and has strong connections with major trading houses. Mr. Leclerc has received
his Masters of Science degree in Economics from Universite Paris Dauphine in 2006 and his Masters of Science degree in Finance from London
School of Economics in 2008.
Trumbull Fisher has served as one of our
directors since April 8, 2024. Mr. Fisher is a capital markets professional with over 15 years of experience both working
at investment banks and in investment management. He has experience raising capital for small cap companies while working for institutional
investment banks and working with start-up companies. Between March 2019 and September 2022, he served as the chief executive
officer and a director of New Wave Esports Corp. (CSE: NWES) and since August 2022, he has been serving as the chief executive
officer and a director of Green Shift Commodities Ltd. (TSXV: GCOM.V). Mr. Fisher has vast experience on both public and private
boards in addition to holding other roles which include, chairman, chief executive officer, president, and advisor to both public and
private companies. Mr. Fisher has received his bachelor’s degree in law from Carleton University in 2005.
Janet Meiklejohn has been appointed to
serve as one of our directors, effective upon the completion of this Offering. Ms. Meiklejohn is an experienced financial executive and
director with more than 30 years of experience in corporate finance, institutional equity sales, and senior leadership roles. From 1997
to 2015 she was in institutional equity sales with several leading Canadian investment banks, including Salman Partners, Desjardins Financial,
National Bank and Macquarie participating in more than $20 billion of financings. From 2015 to 2018, she was a Principal at Emerald
Capital providing investor relations and corporate development advisory services to mining and biotech companies. From 2018 to 2024, Ms.
Meiklejohn held Chief Financial Officer and Director of Finance roles with several public and private companies, including Canada Rare
Earth Corp., Empress Royalty Corp., The Very Good Food Company Inc., and Renaissance Bioscience Inc., where she was responsible for financial
reporting, capital raising, investor relations, compliance, and strategic planning. From 2024 to present, Ms. Meiklejohn has been providing
corporate development advisory services to Forum Energy Metals in connection with their acquisition in August 2025. She also currently
serves as a director and audit committee chair of Impact Silver Corp. since August 2024; a director of Horizon West Infrastructure Fund
since March 2024, and a director of Baselode Energy (previously Forum Energy Metals) since 2021. Ms. Meiklejohn holds an MBA from the
Richard Ivey School of Business, a BBA from the University of Regina, and is a Chartered Professional Accountant (CPA, CA).
Tomas De Pablos Souza has been appointed
to serve as one of our directors, effective upon the completion of this Offering. Mr. De Pablos Souza is a seasoned entrepreneur
in mining market, specifically lithium, and has been part of the founding team of two lithium projects now in production. Mr. De
Pablos Souza began his career with Minera EXAR S.A. (a joint venture between Lithium Americas Corp and Ganfeng S.A.), contributing to
the Cauchari project in Jujuy. In 2015, he co-founded Liex S.A. and co-led its sale to Zijin Mining Group in 2022 for CAD$900 million.
Since May 2024, Mr. De Pablo Souza serves as a board member and Senior Leadership Team advisor for Liex, and as a consultant
for Andina Mining. Mr. Souza received his Bachelor’s degree in Law from Universidad Argentina de la Empresa in 2006.
Board Committees
The committees of our Board consists of an audit
committee (the “ Audit Committee ”), a compensation committee (the “ Compensation Committee ”), and
a nominating and corporate governance committee (the “ Nominating and Corporate Governance Committee ”). The Board has
adopted a charter for each of these committees, which complies with the applicable NYSE American rules. Copies of the charters for each
committee are publicly available on our website at www.jaguaruranium.com .
Audit Committee
The Audit Committee is comprised of Janet Meiklejohn,
Maxime Leclerc and Tomas De Pablos Souza, each of whom is considered independent under the NYSE American listing standards and applicable
SEC rules. All of our members of our Audit Committee meet the requirements for financial literacy under the applicable rules and regulations
of the SEC and NYSE American. Janet Meiklejohn is the chair of the Audit Committee. The Board has determined that each of Janet Meiklejohn,
Maxime Leclerc and Tomas De Pablos Souza qualifies as an “audit committee financial expert” as defined in the applicable SEC
rules and has the requisite financial sophistication as defined under the applicable NYSE American rules and regulations.
65
The Audit Committee has adopted a written charter
that sets out its duties and responsibilities. The Audit Committee is responsible for, among other things:
● overseeing the Company’s accounting and financial reporting
processes and the audit of the Company’s financial statements;
● selecting, retaining, compensating, and overseeing the Company’s
independent auditors and, if necessary, terminating their services;
● reviewing the independent auditors’ qualifications,
performance, and independence, and assuring proper rotation of lead audit partners;
● pre-approving all audit and permitted non-audit services
provided by the Company’s independent auditors;
● reviewing and discussing the company’s annual and quarterly
financial statements, as well as significant accounting issues and financial reporting risks;
● reviewing internal controls over financial reporting and
disclosure controls, including material weaknesses and deficiencies, and management’s response to such issues;
● monitoring the Company’s compliance with applicable
legal and regulatory requirements, and overseeing the Company’s policies for managing significant risks, including financial and
cybersecurity risks;
● establishing procedures for handling complaints regarding
accounting and auditing matters, and the confidential submission of employee concerns;
● producing the audit committee report to be included in the
Company’s annual proxy statement; and
● reviewing and approving related party transactions and conflict-of-interest
situations.
The Audit Committee has the authority to retain
outside advisors as necessary to fulfill its duties and responsibilities.
Compensation Committee
The Board has also established a Compensation
Committee, which consists entirely of independent directors under the NYSE American listing standards and applicable SEC rules. The members
of the Compensation Committee are Janet Meiklejohn, Maxime Leclerc and Tomas De Pablos Souza. The Compensation Committee assists the Board
in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers.
The Compensation Committee’s duties, which
is specified in our Compensation Committee charter, include, among other things:
● reviewing and approving, on an annual basis, corporate goals
and objectives relevant to the CEO’s compensation, evaluating the CEO’s performance in light of these goals, and determining
the CEO’s compensation based on the evaluation;
● reviewing and recommending to the Board the compensation
of all other executive officers, considering the results of the most recent shareholder advisory vote on executive compensation;
● reviewing and making recommendations on incentive compensation
and equity-based plans, as well as administering these plans, including the granting of awards and setting the terms and conditions of
such grants;
● reviewing the Company’s executive compensation policies
and discussing the compensation discussion and analysis for inclusion in the Company’s annual report and proxy statement;
● reviewing and recommending employment agreements, severance
arrangements, and change-in-control benefits for the CEO and other executive officers;
● reviewing stock ownership guidelines for executives and monitoring
compliance with the Compensation Committee charter;
● reviewing compensation arrangements to ensure they do not
encourage excessive risk-taking and discussing the relationship between risk management and compensation policies;
● overseeing engagement with shareholders and proxy advisory
firms on executive compensation matters; and
● reviewing director compensation and benefits annually and
making recommendations to the Board.
66
Nominating and Corporate Governance Committee
The Board has also established a Nominating and
Corporate Governance Committee which is comprised of three directors, Tomas De Pablos Souza, Maxime
Leclerc, and Janet Meiklejohn, who satisfy the “independence” requirements under the NYSE American listing standards and applicable
SEC rules.
The Nominating and Corporate Governance Committee’s
duties, which is specified in our Nominating and Corporate Governance Committee charter include, among other things:
● identifying and evaluating candidates for the Board, including
nominations by shareholders and recommendations to the Board for approval;
● recommending the composition and chairmanship of the Board
committees and making recommendations regarding the selection of candidates to fill vacancies;
● developing and recommending corporate governance guidelines,
policies, and practices, and reviewing them annually for potential updates;
● overseeing the evaluation process for the board and its committees,
including an annual assessment of their performance;
● reviewing director compensation and benefits annually and
recommending any necessary changes to the Board; and
● overseeing orientation programs for new directors and continuing
education programs for current directors.
Board Composition
Our business and affairs are organized under the
direction of the Board. The Board currently consists of six members. Subject to the BCBCA and the Articles, the primary responsibilities
of the Board are to provide oversight, strategic guidance, counseling, and direction to our management. The Board shall meet on a regular
basis and additionally as required.
Pursuant to the IsoEnergy IRA, IsoEnergy has the
right to nominate one director to our Board, subject to the limitations set forth in IsoEnergy IRA.
Pursuant to the Berlin Project SPA, Green Shift
has the right to nominate a number of directors to our Board proportionate to the combined shareholdings of Green Shift and GEI (including
their respective affiliates), rounded down to the nearest whole number. For example, based on their current combined shareholding of approximately
20% of our Common Shares on an undiluted basis, Green Shift would be entitled to nominate one director to our Board.
Director Term Limits
All directors cease to hold office immediately
before the election or appointment of directors, but are eligible for re-election or re-appointment. We have not adopted term limits for
the directors of the Board as term limits could result in the loss of directors who have been able to develop, over a period of time,
significant insight into the Company and its operations and an institutional memory that benefits the Board as well as the Company and
its shareholders.
Board Meetings
During the fiscal year ended December 31,
2025, the Board met 2 times. All of our directors attended 75% or more of the aggregate number of meetings of the Board. The directors
are strongly encouraged to attend future meetings of shareholders.
Family Relationships
There are no familial relationships among any
of our directors or executive officers.
The Company’s Code of Conduct and Ethics,
which covers all employees (including the Company’s executive officers), meets the requirements of the SEC rules promulgated under
Section 406 of the Sarbanes-Oxley Act of 2002. The Code of Conduct and Ethics is available on the Company’s website at https://www.
https://jaguaruranium.com/investors/ , and copies are available to shareholders without charge upon written request to the Company
(attention: Corporate Secretary) at the Company’s principal executive offices. Any substantive amendment to the Code of Conduct
and Ethics or any waiver of the Code granted to the Company’s executive officers will be posted on the Company’s website at
https://www.https://jaguaruranium.com/investors/ within five business days (and will be retained on the website for at least one
year).
67
Item 11. Executive Compensation
Executive Compensation
Our executive officers as of and for the year
ended December 31, 2025, whom we refer to as our “named executive officers” were:
● Luis Ducassi, our Executive Chairman
● Steven Gold, our President and Chief Executive Officer
● William Avery, our Chief Financial Officer
Summary Compensation Table
The following table sets forth information concerning
the compensation of the named executive officers for the years ended December 31, 2025, and 2024.
Name and Principal Position
Year
Salary
($)
Bonus
($)
Option
Awards
($) (3)
All Other
Compensation
($)
Total
($)
Luis Ducassi
2025
135,000
75,000
—
—
210,000
Executive Chairman
2024
13,168
—
118,630
—
131,798
Steven Gold (1)
2025
163,500
75,000
—
—
238,500
President, Chief Executive Officer
2024
69,815
—
301,518
—
371,333
William Avery (2)
2025
150,000
75,000
—
—
225,000
Chief Financial Officer
2024
49,500
2,500
188,200
—
240,200
(1) The salary for Steven Gold consisted of payments made to 2335350
Ontario Inc.
(2) The salary for William Avery consisted of payments made according
to the terms of a consulting contract to Avery Professional Corporation.
(3) Amounts shown in this column represent the aggregate grant date
fair value of the stock options awarded to the named executive officers in fiscal years 2025 and 2024. These values have been determined
in accordance with FASB ASC Topic 718 using a Black-Scholes model. For a discussion of the assumptions and methodologies used to
calculate the amounts referred to above, please see the disclosures for share-based compensation and granted option awards contained
in Note 3 and Note 8 to the Company’s consolidated financial statements included elsewhere in this registration statement.
The amounts reported in this column reflect the accounting cost for these stock options and do not correspond to the actual economic
value that may be received by the named executive officers upon exercise of the stock options.
Narrative Disclosure to Summary Compensation
Table
Employment Agreements and Arrangements
We have entered into written executive employment
agreements (each, an “ Employment Agreement ”) with each of our Luis Ducassi, Steven Gold and William Avery, which became
effective on August 1, 2025. Some of the terms of the Employment Agreements include:
● Prior Consulting Relationship : Each
executive previously provided services to the Company as an independent contractor pursuant to a Consulting Agreement. The consulting
arrangements were mutually terminated effective as of the date each executive commenced full-time employment.
● Position and Duties : Each executive
is employed in a senior leadership role appropriate to their title, with responsibilities customary to such position and as otherwise
assigned by the Chief Executive Officer or the Board. Executives may be appointed to other positions with affiliates or investee companies
without additional compensation.
● Base Salary : Executives are
entitled to an annual base salary of $250,000, $250,000 and $200,000 for each of Luis Ducassi, Steven Gold and William Avery, respectively,
subject to periodic review but not subject to decrease during the term of employment.
● Bonus : Executives are eligible
to receive annual discretionary bonuses under any applicable management incentive plan adopted by the Company. In the year in which the
Company completes a Liquidity Event (as defined in each of the Employment Agreements), each executive is entitled to a guaranteed bonus
equal to 75% of their base salary, payable within 30 days of the closing of such event.
68
● Equity Compensation : Executives
are entitled to participate in the Company’s Equity Incentive Plan and may receive grants of stock options, restricted stock units,
performance stock units or other equity awards as determined by the Board. Equity awards vest in full upon termination without cause
or resignation for good reason.
● Liquidity Event Equity Grant : Upon
the closing of a Liquidity Event (as defined in each of the Employment Agreements), Luis Ducassi, Steven Gold and William Avery will
receive 250,000, 250,000 and 200,000 options, respectively, to purchase Common Shares at the Liquidity Event (as defined in each of the
Employment Agreements) price.
● Change of Control : Upon the
occurrence of a Change of Control Event (as defined in each of the Employment Agreements), each of Luis Ducassi, Steven Gold and William
Avery, respectively, will receive 500,000, 500,000 and 350,000 deferred stock units. If such event results in the executive’s termination
without cause or resignation for good reason, the deferred stock units will be replaced by the same amount of restricted stock units
for each of the executives, which shall fully vest immediately.
● Severance : If the Company terminates
an executive’s employment without cause or if the executive resigns for good reason, and subject to execution of a release, the
executive is entitled to:
● A lump sum severance payment equal to twenty-four, twenty-four
and eighteen months of base salary, for each of Luis Ducassi, Steven Gold and William Avery, respectively, reduced by any ESA notice
and severance entitlement; and
● Payment of the executive’s guaranteed bonus (in the
case of William Avery, multiplied by 0.5).
● Benefits and Perquisites : Executives
are eligible to participate in all Company benefit plans made generally available to similarly situated employees, subject to plan terms
and applicable eligibility requirements.
● Vacation : Each executive accrues
five weeks (25 business days) of paid vacation annually, pro-rated for partial years.
● Restrictive Covenants : The
Employment Agreements include customary confidentiality, non-disparagement, assignment of intellectual property rights, and non-solicitation
provisions. Non-solicitation obligations apply for 12 months following termination.
● Employment at Will with ESA Minimums : The
Company may terminate an executive’s employment at any time with or without cause, in accordance with the minimum requirements
under the Ontario Employment Standards Act, 2000 (“ ESA ”), and any enhanced entitlements are conditioned upon execution
of a release of claims.
Outstanding Equity Awards at the Fiscal Year-End
The following table sets forth information concerning
the equity awards of the named executive officers as of December 31, 2025.
Name
Number of
securities
underlying
unexercised
options (#)
exercisable
Number of
securities
underlying
unexercised
options (#)
unexercisable
Equity incentive
plan awards:
Number of
securities
underlying
unexercised
unearned
options (#)
Option
exercise
price
($)
Option
expiration
date
(D-M-Y)
Luis Ducassi
8,680
—
8,680
$ 4.00
30-Jun-29
19,845
—
19,845
$ 5.00
25-Sep-29
Steven Gold
10,140
—
10,140
$ 2.00
15-Mar-29
8,680
—
8,680
$ 4.00
30-Jun-29
19,845
—
19,845
$ 5.00
25-Sep-29
William Avery
11,580
—
11,580
$ 4.00
18-Jun-29
12,160
—
12,160
$ 5.00
28-Aug-29
19,845
—
19,845
$ 5.00
25-Sep-29
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Director Compensation
The following table provides information concerning
the compensation of each director on the Board who did not serve as a named executive officer as of the year ended December 31, 2025.
Name
Fees earned or
paid in cash
($)
Option
award
($)
All other
compensation
($)
Total
($)
Jose Vizquerra (1)
—
—
—
—
Maxime Leclerc
—
—
—
—
Trumbull Fisher
—
—
—
—
(1) Mr. Vizquerra resigned as a member of the Board on August
1, 2025.
Narrative Disclosure to Director Compensation
Table
Subsequent to December 31, 2025, as of the IPO,
the compensation of the members of the Board is $5,000 per month.
Employee Benefit Plans
Stock Option Plan
We have a stock option plan in place (the “ Stock
Option Plan ”), that was approved on March 15, 2024. Accordingly, options may be granted to employees, directors or consultants
of the Company. The total number of Common Shares issuable pursuant to the option plan will not exceed 10% of the aggregate number of
Common Shares issued and outstanding and the number of Common Shares reserved for issuance to any one person under options granted pursuant
to the option plan may not exceed 5% of the issued and outstanding Common Shares on a non-diluted basis. The exercise price, term and
vesting of options to purchase Common Shares will otherwise be as approved by the Board. Unless otherwise determined by the Board, options
to purchase Common Shares typically vest and become exercisable 50% at the end of six months from grant date and 50% at the end of
twelve months from grant date.
We measure equity settled share-based payments
based on their fair value at the grant date and recognize compensation expense on a straight-line basis over the vesting period. Fair
value is measured using the Black-Scholes Model. In estimating fair value, management is required to make certain assumptions and estimates
such as the expected life of units, volatility of the Company’s future share price, risk free rates, expected forfeiture and future
dividend yields at the initial grant date. Changes in assumptions used to estimate fair value could result in materially different results.
We have elected to recognize the effect of awards for which the requisite service period is not rendered when the award is forfeited,
which is to recognize the effect of forfeitures in compensation cost when they occur. Previously recognized compensation cost for an award
is reversed in the period that the award is forfeited. Further, we have elected to use the contractual term as the expected term.
In 2024, our Executive Chairman Mr. Ducassi
was granted 35,000 options exercisable at $4.00 and expiring on June 30, 2029 and 33,000 options exercisable at $5.00 expiring on
September 25, 2029, our President and Chief Executive Officer Mr. Gold was granted 100,000 options exercisable at $2.00 and
expiring on March 15, 2029, 35,000 options exercisable at $4.00 and expiring on June 30, 2029, and 33,000 options exercisable
at $5.00 and expiring September 25, 2029, and our Chief Financial Officer Mr. Avery was granted 50,000 options exercisable at
$4.00 and expiring June 18, 2029, 25,000 options exercisable at $5.00 and expiring on August 28, 2029, and 33,000 options exercisable
at $5.00 and expiring on September 25, 2029.
Also in 2024, our directors received option awards
for their service on the Board under the Stock Option Plan. These option awards are discretionary and not granted pursuant to a formal
Board compensation policy. On June 30, 2024, Jose Vizquerra, Maxime Leclerc, and Trumbull Fisher were each granted 35,000 options
with an exercise price of $4.00 and a five-year term. Additionally, on September 25, 2024, Jose Vizquerra, Maxime Leclerc, and Trumbull
Fisher were each granted 18,000 options with an exercise price of $5.00 and a five-year term.
2025 Equity Incentive Plan
In connection with the consummation of the IPO,
the Board has adopted and approved the Jaguar Uranium Corp. 2025 Equity Incentive Plan (the “ 2025 Equity Incentive Plan ”).
The 2025 Equity Incentive Plan is designed to align the interests of officers, employees, and other eligible service providers with those
of the shareholders and to help the company attract and retain qualified personnel. It also aims to associate part of the compensation
for these individuals with the returns achieved by shareholders.
70
Administration. The
2025 Equity Incentive Plan is administered by the Board, which has broad authority to interpret the 2025 Equity Incentive Plan, grant
awards, and establish the terms and conditions for each award. The Board can delegate its authority as necessary, provided it complies
with applicable law.
Share Reserve. The
total number of shares available under the 2025 Equity Incentive Plan is limited to 10% of the issued and outstanding shares of the Company.
This percentage includes shares from other security-based compensation plans. Certain limits apply to insiders, preventing them from receiving
more than 10% of the total shares issued at any time.
Types of Awards. Awards
under the 2025 Equity Incentive Plan may include options, restricted share units (RSUs), and performance share units (PSUs). Each award
type comes with specific vesting, performance, and exercise conditions, as outlined in individual grant agreements.
Transferability. Awards
under the 2025 Equity Incentive Plan cannot be transferred or assigned, except under limited conditions such as death or legal succession.
Change in Control. In
the event of a change in control, outstanding awards may vest early or be adjusted depending on the specifics of the transaction and the
participant’s relationship with the Company.
Amendment and Termination. The
2025 Equity Incentive Plan can be amended or terminated by the Board at any time, but any changes that negatively impact participant rights
require their consent unless the changes are necessary for legal compliance. Certain amendments, such as increasing the number of shares
issuable or changing eligibility criteria, require shareholder approval.
Clawback Provisions. The
2025 Equity Incentive Plan includes provisions for recoupment of awards if a participant engages in misconduct, breaches restrictive covenants,
or if the company is required to restate its financial statements.
This 2025 Equity Incentive Plan replaces the Company’s
prior stock option plan, with all outstanding awards from the prior plan included in the share reserve limits under the current 2025 Equity
Incentive Plan.
Compensation Committee Interlocks and Insider
Participation
No person who has served as a member of the Compensation
Committee during the last completed fiscal year (i) was, during that fiscal year, an officer or employee of the Company, (ii) was
formerly an officer of the Company or (iii) had any relationship requiring disclosure by the Company under any paragraph of Item 404
of Regulation S-K.
No executive officer of the Company served as
a member of the Compensation Committee (or other board committee performing equivalent functions or, in the absence of any such committee,
the entire board of directors) of another entity, one of whose executive officers served on the Compensation Committee (or other board
committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of the Company.
No executive officer of the Company served as
a director of another entity, one of whose executive officers served on the Compensation Committee (or other board committee performing
equivalent functions or, in the absence of any such committee, the entire board of directors) of the Company.
No executive officer of the Company served as
a member of the Compensation Committee (or other board committee performing equivalent functions or, in the absence of any such committee,
the entire board of directors) of another entity, one of whose executive officers served as a director of the Company.
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
The following table sets forth information regarding
beneficial ownership of the Common Shares by:
● each person who is the beneficial owner of more than 5% of
the outstanding Common Shares;
● each of our named executive officers;
● each of our directors and director nominees; and
● all of our current named executive officers and directors
as a group.
Beneficial ownership is determined according to
the rules of the SEC, which generally provide that a person has beneficial ownership of a security if they possess sole or shared voting
(which includes the power to vote or to direct the voting of) or investment power (which includes the power to dispose of or to direct
the disposition of) of that security, including options and warrants that are currently exercisable or exercisable within sixty (60) days.
71
The beneficial ownership of our Common Stock is based on 20,193,777
Common Shares issued and outstanding as of March 27, 2026.
Name and Address of Beneficial Owner (1)
Number of
Shares
Beneficially
Owned
Percentage
of Shares
Beneficially
Owned
Directors, Director Nominees and Named Executive Officers
Luis Ducassi, Executive Chairman (2)
528,000
2.61 %
Steven Gold, President, Chief Executive Officer (3)
293,000
1.43 %
William Avery, Chief Financial Officer (4)
108,000
*
Maxime Leclerc, Director (5)
53,000
*
Trumbull Fisher, Director (6)
53,000
*
Janet Meiklejohn, Director Nominee
—
—
Tomas De Pablos Souza, Director Nominee
—
—
All directors, director nominees and executive officers as a group (7 persons)
1,035,000
5.00 %
5% Beneficial Holders
Beaconsfield Ventures Ltd. (7)
1,660,834
7.96 %
Green Shift Commodities Ltd. (8)
5,048,444
25.00 %
IsoEnergy Ltd. (Consolidated Uranium Inc.) (9)
3,000,000
14.86 %
Sachem Cove Special Opportunities Fund LP (10)
1,079,645
5.33 %
* Indicates beneficial ownership of less than 1% of the total
issued and outstanding Common Shares.
(1) Unless otherwise noted, the business address of each of the
following is 3-1136 Centre Street, Thornhill, Ontario, L4J 3M8 Canada.
(2) The number of shares beneficially owned includes 35,000 options
exercisable at $4.00 per Common Share and expiring on June 30, 2029, 33,000 options exercisable at $5.00 per Common Share and expiring
on September 25, 2029.
(3) The number of shares beneficially owned includes 100,000 options
exercisable at $2.00 per Common Share and expiring on March 15, 2029, 35,000 options exercisable at $4.00 per Common Share and expiring
on June 30, 2029, and 33,000 options exercisable at $5.00 per Common Share and expiring on September 25, 2029. The number of shares beneficial
owned also includes 75,000 warrants held by Steven Gold’s spouse Jodi Kaufman exercisable at $1.00 per Common Share and expiring
on December 14, 2029, which are deemed to be beneficially owned by Steven Gold.
(4) The number of shares beneficially owned includes 50,000 options
exercisable at $4.00 per Common Share and expiring on June 18, 2029, 25,000 options exercisable at $5.00 per Common Share and expiring
on August 28, 2029, and 33,000 options exercisable at $5.00 per Common Share and expiring on September 25, 2029.
(5) The number of shares beneficially owned includes 35,000 options
exercisable at $4.00 per Common Share and expiring on June 30 2029, and 18,000 options exercisable at $5.00 per Common Share and expiring
on September 25, 2029.
(6) The number of shares beneficially owned includes 35,000 options
exercisable at $4.00 per Common Share and expiring on June 30 2029, and 18,000 options exercisable at $5.00 per Common Share and expiring
on September 25, 2029.
(7) Chris Irwin has voting and investment control over the shares
held by Beaconsfield Ventures Ltd. The address of Beaconsfield Ventures Ltd. is 397 Russell Hill Road, Toronto, Ontario M4V 2M3. The
number of shares beneficially owned includes 216,667 warrants exercisable at $1.00 per Common Share and expiring on December 14, 2029,
and 450,000 warrants exercisable at $5.05 per Common Share and expiring on June 17, 2028.
(8) Green Shift Commodities Ltd. is a publicly traded company on
the TSX Venture Exchange and the OTCQB. Its address is 303 – 217 Queen St. West, Toronto, ON Canada M5V 0R2. The
percentage of beneficial ownership after the Offering includes the Liquidity Event Shares.
(9) IsoEnergy Ltd. is a publicly traded company on the Toronto Stock
Exchange and the OTCQX. Its address is 217 Queen St. West, Unit 401, Toronto, ON Canada M5V 0R2. Consolidated Uranium Inc.
is a wholly-owned subsidiary of IsoEnergy Ltd. The percentage of beneficial ownership after the Offering includes the Listing Event Shares.
(10) The number of shares beneficially owned includes 70,000 warrants exercisable at $5.05 per Common Share
and expiring on January 15, 2028. Sachem Cove Partners LLC is the General Partner of Sachem Cove Special Opportunities Fund LP. Timothy
Rotolo is the principal of the general partner of Sachem Cove Special Opportunities Fund LP. The address of Sachem Cove Special Opportunities
Fund LP is 44 Main Street, Cold Spring Harbor, New York, New York 11724.
72
Item 13. Certain Relationships and Related Transactions, and Director
Independence
The following includes a summary of transactions
since December 16, 2022 (our inception) and any currently proposed transactions, to which we were or are to be a participant, in
which (i) the amount involved exceeded or will exceed the lesser of $120,000 or 1% of the average of our total assets at year-end
for the last two completed fiscal years; and (ii) any of our directors, executive officers or holders of more than 5% of our
capital stock, or any affiliate or member of the immediate family of the foregoing persons, had or will have a direct or indirect material
interest, other than compensation and other arrangements that are described under the heading “ Executive and Director Compensation ”
in this Annual Report on Form 10-K.
Our Policy Regarding Related Party Transactions
Following this Offering, the Board intends to
adopt a written policy on transactions with related persons that is in conformity with the requirements for issuers listed on the NYSE
American. Under such policy:
● Any related party transaction, and any material amendment
or modification to a related party transaction, must be reviewed and approved or ratified by the Audit Committee, which is composed solely
of independent directors who are disinterested.
● Any employment relationship or transaction involving an executive
officer and any related compensation must be approved by the Compensation Committee or recommended by the Compensation Committee to the
Board for approval.
● The Audit Committee or disinterested directors, as applicable,
will review and examine the name of the related party and the basis on which the person is a related party, the material terms of the
transaction, including the approximate dollar value of the amount involved and all material facts regarding the related party’s
direct or indirect interest in, or relationship to, the related party transaction.
● The Audit Committee or disinterested directors, as applicable,
will determine whether the related party transaction was undertaken in the ordinary course of business and whether the terms are comparable
to those that would have been reached with an unrelated third party.
If the Company becomes aware of a Related Party
Transaction that has not been approved under the policy, the transaction will be reviewed in accordance with the policy’s procedures.
If not ratified, additional actions, including immediate discontinuation or rescission of the transaction, may be directed by the Audit
Committee.
Transactions with Related Persons
Other than the employment arrangements with our
named executive officers, the issuances of equity awards to our executive officers and directors, and the transactions related to the
acquisitions of our subsidiaries, there were no related party transactions during the years ended December 31, 2024 and 2023.
Investor Rights Agreement
In connection with the Argentina Projects SPA,
we entered into the IsoEnergy IRA. Pursuant to the IsoEnergy IRA, IsoEnergy is entitled to participate in future equity financings,
including the issuance of equity securities or securities convertible into or exercisable for equity securities in any public or private
offering, on terms consistent with those offered to other investors, subject to certain exceptions, including issuances of securities
(a) under our existing or future share-based incentive plans, (b) upon the exercise or conversion of previously issued convertible
or exchangeable securities, (c) in connection with acquisitions, business combinations, or other asset transactions, and (d) through
a rights offering made available to all shareholders.
IsoEnergy is also entitled to nominate one director
to the Board following the Company’s listing on the NYSE American. The nominee, who may be a director or officer of IsoEnergy, is
not required to meet independence criteria. We are required to take all necessary steps to ensure the appointment of IsoEnergy’s
nominee to the Board, who will receive the same compensation, indemnification, and benefits as the other directors.
The IsoEnergy IRA will terminate when IsoEnergy’s
ownership percentage in the Company falls below 5%. Upon termination, all rights and obligations under the agreement will cease.
Shareholders’ Agreement
The Shareholders’ Agreement governs the
rights, obligations, and restrictions of our current shareholders with respect to the Common Shares. The Shareholders’ Agreement
includes provisions relating to the transfer of shares, corporate governance, and the ability of shareholders to influence significant
decisions affecting us.
73
Share Transfer Restrictions
The Shareholders’ Agreement imposes restrictions
on the transfer of Common Shares by shareholders. Any shareholder wishing to transfer their Common Shares must first offer them to us
and then to the other shareholders under the same terms.
Shareholder Approval for Common Share Issuances
The Shareholders’ Agreement requires that
any issuance or alteration of our authorized or issued capital, including the creation of new share classes or the issuance of additional
Common Shares, must be approved by at least 60% of the voting shares, including the consent of Jose Vizquerra and Roxy Capital Corporation.
Director Nomination Rights
Pursuant to the Shareholders’ Agreement,
both Jose Vizquerra and Roxy Capital Corporation have the right to nominate directors to our Board. Jose Vizquerra has exercised his right
by nominating himself as a director. Roxy Capital Corporation has not exercised its nomination rights.
Drag-Along Rights
The Shareholders’ Agreement grants drag-along
rights to shareholders holding 75% or more of the voting shares, allowing them to compel other shareholders to sell their Common Shares
in the event of a proposed sale to a third party. These rights allow majority shareholders to facilitate significant transactions, such
as the sale of our business, without being impeded by minority shareholders. However, this provision could require minority shareholders
to sell their Common Shares on terms they did not negotiate.
Termination of the Shareholders’ Agreement
The Shareholders’ Agreement will terminate
upon certain events, including (i) the completion of a public offering of our Common Shares, (ii) our dissolution or bankruptcy,
or (iii) the execution of a written agreement of termination by all parties to the Shareholders’ Agreement. Therefore, the
Shareholders’ Agreement will terminate upon completion of this Offering in accordance with its terms.
Director Independence
The Board evaluates the independence of each nominee
for election as a director of the Company in accordance with the listing rules of the NYSE American set forth in the NYSE American Company
Guide. Pursuant to these rules, a majority of our Board must be “independent directors” within the meaning of the NYSE American
Company Guide, and all directors who sit on our Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee
must also be independent directors.
The NYSE American definition of “independence”
includes a series of objective tests, such as the director or director nominee is not, and was not during the last three years, an
employee of the Company or its subsidiaries and has not received certain payments from, or engaged in various types of business dealings
with the Company. In addition, as further required by the NYSE American, the Board has made a subjective determination as to each independent
director that no relationships exist, which, in the opinion of the Board, would interfere with such individual’s exercise of independent
judgment in carrying out his or her responsibilities as a director. In making these determinations, the Board reviewed and discussed information
provided by the directors with regard to each director’s business and personal activities as they may relate to the Company and
its management.
As a result, the Board has affirmatively determined
that each of Janet Meiklejohn, Maxime Leclerc and Tomas De Pablos Souza are independent in accordance with the NYSE American listing rules.
The Board has also affirmatively determined that all members of our Audit Committee, Nominating and Corporate Governance Committee and
Compensation Committee are independent directors.
74
Item 14. Principal Accountant Fees and Services
The following table provides information regarding
the fees billed to us by Summit Group CPAs, P.C. and DNTW Toronto LLP in the fiscal years ended December 31, 2025, and December 31, 2024:
For the fiscal years ended
December 31,
December 31,
2025
2024
Audit Fees (1)
$ 108,000
$ 92,282
Audit Related Fees (2)
10,000
10,000
Tax Fees (3)
—
—
Total Fees
$ 118,000
$ 102,282
(1) Audit Fees consist of audit
of annual financial statements and review of financial statements.
(2) Audit Related Fees consist
of the review and consents associated with prospectus offerings.
(3)
Tax Fees consist of preparation fees associated with preparing Corporate federal income tax returns.
Pre-Approval Policies and Procedures
The Audit Committee charter sets out procedures
regarding the provision of non-audit services by the Company’s independent chartered professional accountants. This policy encourages
consideration of whether the provision of services other than audit services is compatible with maintaining the auditor’s independence
and requires Audit Committee pre-approval of permitted non-audit and non-audit related services.
75
Part IV
Item 15. Exhibits and Financial Statement Schedules
a) Documents filed as part of this Report
(1) Financial Statements. See “Index to Financial Statements”
in Part II, Item 8 of this Annual Report on Form 10-K.
(2) Financial Statement Schedules. All schedules are omitted
for the reason that the information is included in the financial statements or the notes thereto or that they are not required or are
not applicable.
(3) Exhibits. The exhibits listed in the “Exhibits Index”
are filed or incorporated by reference as part of this Annual Report on Form 10-K.
(b) Exhibits.
Exhibit
Description
3.1
Notice of Articles of the Registrant (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1(File No. 001-292006) filed with the U.S. Securities and Exchange Commission on January 30, 2026).
3.2
Articles of the Registrant (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1(File No. 001-292006) filed with the U.S. Securities and Exchange Commission on January 30, 2026).
4.1
Specimen Common Share Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1(File No. 001-292006) filed with the U.S. Securities and Exchange Commission on January 30, 2026).
4.2
Form of Underwriter’s Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1(File No. 001-292006) filed with the U.S. Securities and Exchange Commission on January 30, 2026).
4.3
Description of the Registrant’s Securities (filed herewith).
10.1
Share Purchase Agreement, dated December 8, 2023, by and among the Registrant, Gaia Energy Inc. and Green Shift Commodities Ltd. (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1(File No. 001-292006) filed with the U.S. Securities and Exchange Commission on January 30, 2026).
10.2
Amending Agreement, dated April 8, 2024, by and among the Registrant, Gaia Energy Inc. and Green Shift Commodities Ltd. (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1(File No. 001-292006) filed with the U.S. Securities and Exchange Commission on January 30, 2026).
10.3
Share Purchase Agreement, dated July 17, 2024, by and between the Registrant and Consolidated Uranium Inc. (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1(File No. 001-292006) filed with the U.S. Securities and Exchange Commission on January 30, 2026).
10.4
Unanimous Shareholders’ Agreement, dated March 1, 2023, by and among the Registrant and each of the shareholders of the Registrant party thereto. (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1(File No. 001-292006) filed with the U.S. Securities and Exchange Commission on January 30, 2026).
10.5
Investor Rights Agreement, dated July 19, 2024, by and between the Registrant and IsoEnergy Ltd. (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1(File No. 001-292006) filed with the U.S. Securities and Exchange Commission on January 30, 2026).
10.6
Net Smelter Return Royalty Agreement, dated April 8, 2024, by and among the Registrant, Gaia Energy Investments Ltd., Gaia Energy Investments Ltd. Sucursal Columbia, Berlin (BVI) Limited, Berlin (BVI) Limited Sucursal Columbia and Green Shift Commodities Ltd. (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1(File No. 001-292006) filed with the U.S. Securities and Exchange Commission on January 30, 2026).
10.7
Net Smelter Return Royalty Agreement — Laguna Project, dated July19, 2024, by and among the Registrant, 2847312 Ontario Inc. and Consolidated Uranium Inc. (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1(File No. 001-292006) filed with the U.S. Securities and Exchange Commission on January 30, 2026).
10.8
Net Smelter Return Royalty Agreement — Huemul II, dated July19, 2024, by and among the Registrant, 2847312 Ontario Inc. and Consolidated Uranium Inc. (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1(File No. 001-292006) filed with the U.S. Securities and Exchange Commission on January 30, 2026).
76
10.9
Net Smelter Return Royalty Agreement, dated July 31, 2023, by and between 2847312 Ontario Inc. and Minera Agaucu S.A. (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1(File No. 001-292006) filed with the U.S. Securities and Exchange Commission on January 30, 2026).
10.10
Net Smelter Return Royalty Agreement, dated July 31, 2023, by and between 2847312 Ontario Inc. and NewEra Metal Resources Ltd. and Mr. Guillermo Wild Ceruzzi. (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1(File No. 001-292006) filed with the U.S. Securities and Exchange Commission on January 30, 2026).
10.11*
Form of the Registrant’s 2025 Equity Incentive Plan. (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1(File No. 001-292006) filed with the U.S. Securities and Exchange Commission on January 30, 2026).
10.12
Employment Agreement, dated August 1, 2025, by and between Steven Gold and Jaguar Uranium Corp. (incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-1(File No. 001-292006) filed with the U.S. Securities and Exchange Commission on January 30, 2026).
10.13
Employment Agreement, dated August 1, 2025, by and between William Avery and Jaguar Uranium Corp. (incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on Form S-1(File No. 001-292006) filed with the U.S. Securities and Exchange Commission on December 8, 2025).
10.14
Consulting Agreement, dated August 1, 2025, by and between Luis Ducassi and Jaguar Uranium Corp. (incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-1(File No. 001-292006) filed with the U.S. Securities and Exchange Commission on December 8, 2025).
14.1
Registrant’s Code of Ethics (filed herewith).
19.1
Jaguar Uranium Corp. Insider Trading Policy (filed herewith).
21.1
List of Subsidiaries (filed herewith).
23.1
Consent of Summit Group CPAs, P.C. (filed herewith).
24.1
Powers of Attorney (included on signature page to this Annual Report on Form 10-K).
31.1
Certification of Principal Executive Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
31.2
Certification of Principal Financial Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.1
Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
96.1
S-K 1300 Technical Report Summary, Berlin Project, Caldas Province, Colombia, with an effective date of February 15, 2024. (incorporated by reference to Exhibit 96.1 to the Company’s Registration Statement on Form S-1(File No. 001-292006) filed with the U.S. Securities and Exchange Commission on January 30, 2026)
96.2
S-K 1300 Technical Report Summary, Laguna Salada Project, Chubut Province, Argentina, with an effective date of August 13, 2024. (incorporated by reference to Exhibit 96.2 to the Company’s Registration Statement on Form S-1(File No. 001-292006) filed with the U.S. Securities and Exchange Commission on January 30, 2026).
96.3
S-K 1300 Technical Report Summary, Huemul Project, Mendoza Province, Argentina, with an effective date of August 13, 2024. (incorporated by reference to Exhibit 96.3 to the Company’s Registration Statement on Form S-1(File No. 001-292006) filed with the U.S. Securities and Exchange Commission on January 30, 2026).
97
Clawback Policy (filed herewith).
101.INS
XBRL Instance Document.
101.SCH
XBRL Taxonomy Extension Schema Document.
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF
XBRL Taxonomy Extension Definition Document.
104
Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document)
†
The schedules and exhibits to this agreement have been omitted from this filing pursuant to Item 601 of Regulation S-K. The Company will furnish copies of any such schedules and exhibits to the U.S. Securities and Exchange Commission upon request.
*
Management contract of compensatory plan or arrangement.
(c) Financial Statement Schedules. Included in Item 15(a)(2)
above.
Item 16. Form
10-K Summary
Not applicable.
77
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
JAGUAR URANIUM CORP.
/s/ Steven Gold
Steven Gold
President and Chief Executive Officer
Date: March 27, 2026
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below constitutes and appoints Steven Gold and William Avery and each or any one of them, his true and
lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant
in the capacities and on the dates indicated.
Signature
Title
Date:
/s/ Steven Gold
President, Chief Executive Officer and Director
Dated: March 27, 2026
Steven Gold
(Principal Executive Officer)
/s/ William Avery
Chief Financial Officer
Dated: March 27, 2026
William Avery
(Principal Financial and Accounting Officer)
/s/ Luis Ducassi
Executive Chairman of the Board
Dated: March 27, 2026
Luis Ducassi
/s/ Maxime Leclerc
Director
Dated: March 27, 2026
Maxime Leclerc
/s/ Trumbull Fisher
Director
Dated: March 27, 2026
Trumbull Fisher
/s/ Janet Meiklejohn
Director
Dated: March 27, 2026
Janet Meiklejohn
/s/ Tomas De Pablos Souza
Director
Dated: March 27, 2026
Tomas De Pablos Souza
78