Spring Valley Acquisition II, Eagle Energy Metals enter plan of merger

Eagle Energy Metals and Spring Valley Acquisition Corp. II entered into a definitive agreement and plan of merger. Upon closing, the proposed transaction will result in Eagle becoming the first domestic uranium resource exploration company with SMR technology to go public on a U.S. exchange under the new ticker symbol “NUCL,” subject to the approval of its listing application. Eagle is developing a leading domestic nuclear energy platform, which will be anchored by its significant uranium deposit and SMR technology, providing a unique, first-mover advantage to address the structural undersupply of uranium produced in the U.S. Eagle strives to restore American leadership in the nuclear industry at a time when AI, quantum computing, and cryptocurrency are driving unprecedented electricity demand, straining global grids and increasing reliance on always-on, high capacity factor power sources, such as nuclear energy. Meanwhile, the historical underinvestment in uranium supply has led to a structural supply deficit in the market. Eagle is strategically positioned to address this challenge with substantial domestic resources and next-generation technology to restore American leadership in the nuclear industry. Eagle’s Aurora Uranium Project, encompassing the largest mineable, measured and indicated uranium resource in the United States, will be the Company’s flagship asset. It is located on the border of Oregon and Nevada, and contains over 50 million pounds2 of near-surface uranium. With more than 500 drill holes completed to date, Aurora is considered geologically low-risk and cost-effective, with pre-feasibility study preparation targeted to commence in 2026. Adjacent to the Aurora deposit is the Cordex deposit which has had over 100 additional holes drilled into it. Cordex is expected to add significantly to the project’s overall uranium resource inventory once its on-going data digitization and compilation work is completed. Together, Aurora and Cordex will form a robust foundation for long-term growth, strengthened by Eagle’s proprietary SMR technology and experienced leadership team, positioning the Company to become a leading U.S. nuclear energy producer. The Proposed Business Combination implies a pro-forma combined equity value of $312 million, excluding additional earnout considerations. A fundamental institutional investor has committed to invest approximately $30 million in the form of Series A Convertible Preferred Stock, funded at the closing. Eagle expects to use the net proceeds for general corporate purposes, mining advancement, SMR technology phase 1 development and transaction expenses. Under the terms of the Merger Agreement, Eagle’s existing equity holders will convert 100% of their equity ownership stakes into the combined company and are expected to own approximately 75% of the post-combination company upon consummation of the Proposed Business Combination, excluding warrants, equity compensation plans and any SVII investors who do not choose to redeem their shares. The Proposed Business Combination is expected to be completed in late 2025, subject to customary closing conditions, including regulatory and stockholder approvals. There is no minimum cash condition to close the transaction. The combined public company is expected to be named “Eagle Nuclear Energy Corp.” and to list its common stock and warrants to purchase common stock on Nasdaq, subject to satisfaction of Nasdaq’s listing requirements. The Proposed Business Combination has been unanimously approved by the board of directors of Eagle and the board of directors of SVII.