Jaguar Uranium Corp.

Berlin Project is located on 5°34’31.5”N 74°54’06.9”W.

Figure 1. Location of the Berlin Project

Ownership Interests

On April 8, 2024, we acquired a 100% indirect interest in the Berlin Project pursuant to the Berlin Project SPA. Pursuant to the Berlin Project SPA, we acquired all of the issued and outstanding shares of Gaia Energy from Green Shift on the Berlin Project Closing Date in consideration of (a) an initial cash payment to Green Shift of C$20,000, (b) the issuance to Green Shift of 1,211,687 Common Shares, and (c) the grant of the Berlin Project Royalty to Green Shift pursuant to the Berlin Project Royalty Agreement. The book value of our mineral properties in Colombia as at December 31, 2025 and 2024 is $4,000,000.

Qualified Person

The disclosure in this Annual Report on Form 10-K of scientific and technical information regarding exploration results for the Berlin Project has been reviewed and approved by SLR, who is an independent, qualified person under S-K 1300.

Except for preliminary work performed by our environmental contractor, we have conducted no exploration work or drill activities since acquiring the property and have no current mineral resources or reserves at the Berlin Project that could be construed as being a potentially economic discovery. Furthermore, we have not commenced exploration at the Berlin Project that involves drilling, sampling, or assaying, and therefore internal controls relating to quality assurance and quality control (“QA/QC”) have not been necessary. However, prior to conducting exploration that involves drilling, sampling, assaying, and the reporting of results from those activities, we will establish sampling and analytical QA/QC protocols consistent with industry standards.

Berlin Project, Caldas, Colombia

Figure 2. Location of the mineralization trend relative to the mineral concession and the Berlin Project

The Berlin Project is located in central Colombia in the municipality of Samaná, Department of Caldas, approximately 80 km northeast (225 km by road) of the department capital, Manizales, and approximately 150 km northeast (245 km by road) of the national capital, Bogotá.

The two contiguous mineral concessions, Concession Contract 664-17 and Concession Contract 736-17, on which portions of the Berlin Project lie cover an area approximately 9,053 ha in extent.

The Berlin Project can be accessed by road from Bogotá, Manizales, Pereira, Medellín, or Ibague, all of which have commercial airports. The Magdalena River is navigable by barge from the town of La Dorada, 65 km southeast of the Berlin Project, to the port of Bocas de Ceniza, in Barranquilla on the Caribbean coast. La Dorada is 190 km from Bogotá and 170 km from Ibague. From La Dorada, a secondary unpaved road leads westwards to Berlin, passing through the municipality of Norcasia. In addition, a railway line links the town of La Dorada to the port town of Santa Marta on the Caribbean coast. The rail links between La Dorada and the capital, Bogotá, and to the port of Buenaventura on the Pacific coast, are part of the Master Railway Plan under which all rail systems are scheduled to be refurbished by 2030.

We have conducted no exploration work or drill activities since acquiring the property and have no current mineral resources or reserves at the Berlin Project. However, historical exploration has been conducted on the Berlin Project.

The exploration phase is granted for an initial three-year period, that can be extended for two years for a maximum of four times (for a total exploration period of 11 years). The construction phase is granted for an initial three-year period, extendable for a one-year period. The exploitation phase is granted for the remaining time such that the overall concession period does not exceed 30 years, i.e. the initial exploitation phase is 30 years minus the exploration and construction periods.

Norcasia, 10 km from Berlin Project, is the closest urban area to the Berlin Project, with a population of approximately 7,000 and offering shops, a hospital, and public transportation. In 2010, U3O8 Corp. conducted a socio-economic analysis of the township of San Diego, which is part of the municipality of Samaná. The analysis reported approximately 4,200 inhabitants in the township within 32 settlements linked by dirt tracks, with no vehicular access. The main socio-economic activity in the Berlin Project area is small-scale and subsistence agriculture and dairy. There is no mining in the immediate area, so trained personnel would have to be hired elsewhere in Colombia, which has a source of experienced talent. The local business sector would need significant training and investment for the development of support services appropriate for a future mine and processing plant at Berlin Project.

Except for a core storage facility located in the village of Berlin, there are no permanent infrastructures at the Property. The Berlin Project is well situated between the capital city of Bogotá and Medellín, a city of over two million people near good existing infrastructure and within Colombia’s agricultural heartland.

The Magdalena River is navigable by barge from the town of La Dorada, 65 km southeast of the Berlin Project, to the port of Bocas de Ceniza — Barranquilla on the Caribbean coast. The Magdalena River system has been dammed to provide hydropower at La Miel 395 MW hydroelectric dam, which is located approximately 12 km from the Project area and is a potential source of clean, renewable electricity for the operation. The energy consumed in the Berlin Project will come from the sub-station of Norcasia (Figure 4-3), which is distributed by the CHEC (Caldas Hydroelectric).

• Our development and production plans, and cost estimates, in the Technical Report Summaries may vary and/or not be achieved.
• We are reliant on third parties to conduct independent analyses with respect to our business, and any inaccuracies in such analyses could have a material adverse effect on our collection and development objectives.
• Opposition to mining and business activities could disrupt our business, operations and financial conditions.
• A shortage of equipment and supplies could adversely affect our ability to operate our business.
• Joint ventures and other partnerships, including offtake arrangements, may expose us to risks.
• We do not maintain insurance to cover all of the potential risks and hazards associated with our operations, and therefore we may be subject to liability for environmental, pollution or other hazards associated with our exploration, pre-extraction and extraction activities.
• Acquisitions that we make from time to time could have an adverse impact on us and our financial condition and results of operations.
• The uranium industry is subject to numerous stringent laws, regulations and standards, including environmental protection laws and regulations. If any changes occur that would make these laws, regulations and standards more stringent, it may require capital outlays in excess of those anticipated or cause substantial delays, which would have a material adverse effect on our business, financial condition and results of operations.
• We may not be able to obtain, maintain or amend rights, authorizations, licenses, permits or consents required for our operations.
• Closure and remediation costs for environmental liabilities could materially affect our financial position and results of operations.
• Major nuclear incidents may have adverse effects on the nuclear and uranium industries, adversely affecting our operations and prospects.
• The marketability of uranium concentrates will be affected by numerous factors beyond our control which could materially affect our financial position and results of operations.
• A reduction in purchases of uranium by electric utilities for any reason would adversely affect the viability of our business as the only significant market for uranium is nuclear power plants world-wide and the number of customers is limited.
• Problems with the availability, condition and maintenance of adequate infrastructure could adversely affect our business.
• We do not currently own or have access to a mill and therefore will be dependent on third parties for the milling facilities needed for any future milling activities, which may not be available on favorable terms or at all.
• The price of alternative energy sources affects the demand for and price of uranium, thereby materially adversely affecting our business, results of operation and financial condition.
• The title to our mineral property interests may be challenged. A successful challenge to the precise area and location of our claims could result in us being unable to operate on our Properties as permitted or being unable to enforce our rights with respect to our Properties.
• Due to the nature of our business, we may be subject to legal proceedings which may divert management’s time and attention from our business and result in substantial damage awards.
• Competition from better-capitalized companies may affect our ability to acquire new properties and qualified personnel.
• Because we have limited capital, inherent mining risks pose a significant threat to us compared to our larger competitors.
• We may experience difficulty retaining and attracting qualified management, which could have a material adverse effect on our business and financial conditions.
• If we fail to maintain proper and effective internal controls, our ability to produce accurate and timely consolidated financial statements could be impaired, which could harm our operating results, our ability to operate our business and investors’ views of us.
• Cybersecurity incidents or failures of our information systems could adversely affect our business.
• Risks Related to Economic, Political, and Legal Matters
• Due to our operations in emerging market countries, our financial condition and results of operations may be impacted by factors that are inherent in emerging markets.
• Our financial condition and results of operations are dependent on the economic and political developments in Latin American countries such as Colombia and Argentina.
• We may be subject to seizure or expropriation of assets, which could have a material adverse effect on our business, results of operations and financial condition.
• The local legal and regulatory systems in which our Properties exist may lead to uncertainties with respect to licenses and agreements for our business.
• Unauthorized mining and illegal activities pose a safety, security, social and environmental risk to the mining industry and our business and operations.
• Colombia and Argentina’s mining industries are less developed than the mining industry in the United States or Canada, which may cause our exploration and operating activities to take longer to complete and become more expensive.
• Guerilla and other criminal activity in Colombia, as well as the perception of such criminal activity, may hinder our ability to access capital in a timely and cost-effective manner and may have a negative effect on us, our employees, financial condition and results of operations.
• There can be no assurance that all permits that we require will be obtainable on reasonable terms, or at all. Delays or a failure to obtain such permits, or a failure to comply with the terms of any such permits that we have obtained, could have a material adverse impact on us.
• We expect to make significant expenditures to comply with the extensive laws and regulations governing the protection of the environment, waste disposal, worker safety, mine development and protection of endangered and other special status species, and, to the extent reasonably practicable, to create social and economic benefit in the surrounding communities near our Properties, but there can be no guarantee that these expenditures will ensure our compliance with applicable laws and regulations and any non-compliance may have a material and adverse effect on us.
• The environmental laws applicable to us and our operations could cause significant additional expense, capital expenditures, restrictions and delays in our operations.
• Breaches of environmental laws (whether inadvertent or not) or environmental pollution may materially and adversely affect our business, results of operations and financial condition.
• Certain Canadian laws could delay or deter a change of control.
• To carry out reclamation obligations imposed on us in connection with our potential development activities, we must allocate financial resources that might otherwise be spent on further exploration and development programs. If we are required to carry out unanticipated reclamation work, our financial position could be adversely affected.
• Amendments to current laws, regulations and permits governing operations and activities of mining companies, including environmental laws and regulations which are evolving in Colombia and Argentina, or more stringent implementation thereof, could have a material adverse effect on us and could cause increases in expenditures and costs, affect our ability to expand or transfer existing operations or require us to abandon or delay the development of new properties.
• Global economic risks may affect our ability to obtain adequate, reasonable and acceptable financing in the future.
• Risks Related to the Mining Industry
• The degree of risk inherent in the mining industry and the potential changes to the factors that impact us as a mining company, may have a negative impact on our business and operations.
• The unexpected expenses we may incur could adversely impact our operations, financial condition and results of operations.
• Interpretation of royalty agreements in the jurisdictions of our Properties may have a material adverse effect on us and our operations.
• Natural resource properties are largely contractual in nature, which may require us to take legal action to enforce our contractual rights. Any proceedings or actions or any decisions determined adversely us may have a material and adverse effect on our results of operations, financial condition and the trading price of our Common Shares.
• The fluctuations in the price of base metals and in particular, the price of uranium and other REE may cause the price of our Common Shares to fluctuate or decline.
• Market fluctuations and commercial quantities of minerals may affect their commercial viability thereby resulting in us not receiving adequate return on invested capital or having our mineral projects rendered uneconomical.
• Reserve estimates are subject to evaluation uncertainties and there may be material differences between actual and estimated mineral resources and reserves, which may impact the viability of our Properties.
• Certain non-governmental organizations that oppose globalization, resource development and the mining industry may generate adverse publicity thereby having an adverse effect on our reputation and financial condition.
• The competition we face in the mining industry may make it more difficult for us to acquire additional mining properties, mining professionals, service and equipment.
• International trade agreements and policies may affect the supply of uranium available to the market and may have a material adverse effect on the Company’s business and operations.
• We are susceptible to the risks inherent in the nuclear energy sector.
• The potential impacts of climate change on us are uncertain and may materially and adversely impact our business, results of operations and financial condition.
• Shortages of equipment and supplies may hinder our ability to carry out operations.
• Risks Related to our Common Shares
• We have never paid nor do intend to pay dividends in the foreseeable future and, as a result, your ability to achieve a return on your investment will depend on appreciation in the price of our Common Shares.
• Future issuances of our Common Shares or securities convertible into, or exercisable or exchangeable for, our Common Shares, could cause the market price of our Common Shares to decline and would result in dilution of your holdings.
• We are an “emerging growth company,” and cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our Common Shares less attractive to investors.
• We are a “smaller reporting company,” and cannot be certain if the reduced reporting requirements applicable to smaller reporting companies will make our Common Shares less attractive to investors.
• We may be a “passive foreign investment company” for the current taxable year and for one or more future taxable years, which may result in materially adverse U.S. federal income tax consequences for U.S. investors.
• Our Common Shares may become subordinate to future indebtedness or preferred shares, each with rights and preferences senior to our Common Shares.
• The price of our Common Shares will be subject to market volatility.
• Financial Industry Regulatory Authority (“FINRA”) sales practice requirements may limit a shareholder’s ability to buy and sell the Common Shares.
• We have broad discretion in the use of the net proceeds from our IPO and may not use them effectively.
• It may not be possible for foreign investors to enforce actions against us, and our directors and officers.
• Certain parties have the right to nominate directors to our board of directors, and their interests may conflict with ours or yours in the future.
• Restrictions on Common Share transfers and issuances may limit shareholder flexibility and control.