NUCL — Q3 2026 Financial Report Analysis
Q3 · Fiscal year 2026 · Published by Pham Hop
Eagle Nuclear's fiscal Q3 profit of $4.35M came entirely from an $8.08M non-cash warrant gain; the pre-revenue uranium explorer's operating costs nearly tripled to $3.72M, with $25.7M of cash after its de-SPAC and preferred financing.
At a glance
- $8.08 million warrant gain vs $3.72 million of operating costs — the "profit" is a revaluation of a liability on paper; underlying spending kept rising.
- $25.66 million of cash (including $0.19 million restricted) at August 31, up from $1.30 million in November 2025 — funded by a $29.7 million preferred-stock sale and $4.89 million of cash from the SPAC, which management says covers at least the next 12 months.
- 28.4 million potential new shares (warrants, convertible preferred, options, earnout shares) sit behind 29.7 million shares outstanding — almost one-for-one dilution if the share price rises enough for them to be used.
- Net income
- $4.3M
- Diluted EPS
- $0.10
Eagle Nuclear Energy (NUCL), a uranium explorer that also holds a licence to early-stage small modular reactor (SMR) technology, reported net income of $4.35 million for its fiscal third quarter (three months ended August 31, 2026), against a $1.28 million loss a year earlier. That profit is an accounting effect, not business income: the company has no revenue, and the quarter's result came entirely from an $8.08 million non-cash gain on the falling estimated value of warrants it issued to an investor. Strip that out and the company lost about $3.73 million, nearly three times last year's loss, because running a newly listed Nasdaq company costs far more than running a private explorer. The company has been public since February 24, 2026, when it merged with the blank-check company Spring Valley Acquisition Corp. II (a "de-SPAC"), so this is only its second full quarter as a listed company.
The quarter in numbers
| Metric | Q3 FY2026 (3 months to Aug 31, 2026) | Q3 FY2025 (3 months to Aug 31, 2025) | YoY Change |
|---|---|---|---|
| Revenue | None (pre-revenue) | None | n/a |
| General and administrative | $3.36M | $1.13M | +198% |
| Exploration expense | $0.36M | $0.15M | +145% |
| Total operating expenses | $3.72M | $1.28M | +192% |
| Change in fair value of warrant liability | +$8.08M gain | — | n/a |
| Net income (loss) | $4.35M | $(1.28)M | Swung to profit |
| Net income (loss) to common stockholders (after preferred dividends and accretion) | $3.22M | $(1.28)M | n/a |
| Diluted EPS | $0.10 | $(0.06) | n/a |
| Cash and restricted cash (period end) | $25.66M | $3.43M | +648% |
Nine-month figures put the quarter in context: for December 2025 through August 2026 the company lost $22.19 million ($0.92 per share), against $2.97 million a year earlier. In that longer window the same warrants produced a $9.68 million loss, because their estimated value rose earlier in the year before falling in Q3. Operating margin (the share of revenue left after operating costs) can't be calculated for a company with no revenue, so it isn't shown.
What the company is, and what it spent money on
Through its February 2026 acquisition of Oregon Energy LLC, Eagle owns the Aurora Uranium Project in Malheur County, Oregon, about 16 km northwest of McDermitt, Nevada: 263 lode and 71 placer mining claims there plus 27 placer claims in Humboldt County, Nevada, about 43 square kilometres in all. It paid for Oregon Energy with 1,710,991 shares valued at $11.96 million plus $1.22 million of earlier cash payments, which is why "mineral rights" on the balance sheet jumped from $1.20 million to $12.76 million. Aurora is still at the exploration stage: the company has no mineral reserve (an amount shown to be economically mineable), and states it cannot earn revenue from the project until it establishes one.
- General and administrative costs rose $2.23 million year on year to $3.36 million. Of that, $1.48 million was stock-based compensation — options and restricted stock units granted in April and May 2026, which cost no cash but are a real cost to shareholders through dilution. The other $0.75 million of the increase was cash spending: office and administrative costs (+$0.59 million, mainly marketing, directors' and officers' insurance and public-company costs), salaries (+$0.20 million, after hiring a CEO and CFO), business development (+$0.07 million) and investor relations (+$0.05 million), partly offset by $0.20 million lower professional fees because the year-ago quarter carried merger-related legal and accounting bills.
- Exploration spending rose to $0.36 million from $0.15 million, for environmental baseline studies (weather, water, cultural and archaeological data) ahead of a planned drilling program. Exploration was still only about a tenth of total operating costs in the quarter; most of the money went on running the listed company rather than on the ground.
What the headline numbers hide
- The profit is a valuation swing, and it can reverse. The 2,500,000 warrants issued to the preferred-stock investor (exercise price $12.00) are recorded as a liability and re-valued every quarter with a Monte Carlo model. That liability fell from about $21.9 million at May 31 to $13.85 million at August 31; management attributes the drop mainly to the simulated effect of an exercise-price reset expected in November 2026. The same instrument produced a $9.68 million loss over nine months. Earnings per share for this company will swing with the share price and model inputs, so treat GAAP EPS as noise and watch operating spending and cash instead.
- Cash burn, not the income statement, is the number that matters. Operating activities used $7.34 million of cash over nine months (vs $3.46 million a year earlier), around $0.8 million a month on average. At that pace $25.5 million of unrestricted cash would last well beyond two years, but the pace is set to rise: the planned 27,000-foot drilling program had not started at quarter-end, the October 8 grant of 200,750 options and 870,583 RSUs adds to future share-based costs, and preferred dividends accrue at 12% a year if paid in shares or 10% in cash on $29.7 million of stated value (about $3.0–3.6 million a year).
- Going-concern risk was formally lifted, but the business still can't fund itself. The notes say the merger and preferred financing "alleviated" the earlier substantial doubt about the company continuing to operate. Management also says it will keep raising money "through appropriate avenues such as debt or equity financing when such requirements arise" — expected for a pre-revenue explorer, and it means more dilution or debt later.
- Shareholders' equity is negative despite $40 million of assets. The $29.7 million preferred stock is carried at $26.86 million in "mezzanine equity" (between debt and equity) because holders can demand redemption from February 24, 2031 at a rising price ($1,031.56 per share on the current schedule; aggregate liquidation preference $30.64 million at August 31). After that, common stockholders' equity was −$2.28 million. The preferred sits ahead of common shareholders.
- The dilution overhang is large and could get larger in November. Against 29,683,966 shares outstanding, the filing lists 23.42 million warrants (mostly SPAC warrants at $11.50), 2.58 million shares from preferred conversion at $11.88, 1.5 million earnout shares (released if the share price averages at least $16 for 20 of 30 trading days before 2031), and 0.89 million options. If the 20-day average share price before the November 23, 2026 reset date is below the current prices, the investor warrants' exercise price and the preferred conversion price both reset down — to no lower than $7.50. At that floor the preferred would convert into about 3.96 million shares on its original stated value, instead of about 2.5 million at $11.88.
- Related-party dealings are small and shrinking. Related-party general and administrative charges were $0.11 million in the quarter vs $0.26 million a year earlier, and executives moved from consulting arrangements to employment contracts (CEO $350,000 and CFO $180,000 base salaries). Amounts due to related parties fell to $15,919 from $280,025 in November.
Takeaway: The $0.10 of EPS is a paper gain on warrants; the real story is a pre-revenue uranium explorer with about $25.7 million of cash, spending roughly $0.8 million a month mostly on public-company overhead, whose value depends on drilling results it hasn't started generating yet.
What comes next
- Drilling permits and the drill program. Drilling depends on permits from the federal Bureau of Land Management and Oregon's Department of Geology and Mineral Industries. The company has a drilling contractor (Harris Exploration Drilling) and consultants in place and says the program is expected to start in the second half of 2026, with a pre-feasibility study — the first formal look at whether mining could pay — expected in the second half of 2027. Whether drilling starts before the fiscal year ends on November 30 is the first test.
- The November 23, 2026 price reset. Its outcome fixes the investor warrants' exercise price and the preferred conversion price, and with them how many new shares those instruments could create.
- Milestone payments that come in shares. If a future resource estimate shows at least 40 million pounds of measured or indicated U3O8, the seller of Oregon Energy receives $4–5 million in shares, plus a further $5 million in shares on a positive pre-feasibility study — success on the ground also means more shares issued.
- Our read: with no revenue for years and a large dilution stack, the near-term path for this stock is set by uranium prices, permitting progress and the burn rate. The SMR side, which the company itself calls conceptual, has no visible spending line large enough to judge yet. A next quarter with drilling under way and cash use near the current ~$0.8 million a month would mark progress; G&A growing faster than exploration spending would not.