12.STOCKHOLDERS’ EQUITY (DEFICIT) AND MEZZANINE EQUITY

Common stock

The Company has 300,000,000 shares of common stock authorized with a par value of $0.0001 per share. Prior to the de-SPAC transaction (Note 4) on February 24, 2026, the Company, being Eagle Energy at the time, had 350,000,000 shares of common stock authorized with a par value of $0.0001 per share.

As of May 31, 2026 and November 30, 2025, the Company had 29,579,798 and 18,888,289 shares (excluding 2,750,000 shares subject to possible redemption) issued and outstanding, respectively.

Activities during the six months period ended May 31, 2026:

On February 24, 2026, the Company completed its de-SPAC transaction (Note 4), with each share of former nonredeemable Eagle Energy common stock converted to common stock of the Company on a 5.8349:1 basis, representing 18,888,289 shares of common stock. All disclosures in these unaudited condensed consolidated interim financial statements on number of shares have been accordingly converted on the same basis. The former shareholders of SVII received an aggregate of 5,930,033 shares of common stock in the Company as consideration for the de-SPAC transaction. The Company also issued 300,000 shares of common stock in respect of transaction costs. The Company recorded a net contribution from reverse recapitalization of $1,991,184 as a result of the de-SPAC transaction.

On February 24, 2026, upon the completion of the de-SPAC transaction (Note 4), 2,750,000 shares of common stock previously subject to redemption were no longer redeemable and reclassified to permanent equity. The Company reclassified $300,000 from redeemable common stock in mezzanine equity to permanent equity.

On February 24, 2026, the Company also issued 1,710,991 shares of common stock with a fair value of $11,959,827 as consideration for the acquisition of Oregon Energy (Note 5).

On April 27, 2026 and May 1, 2026, the Company issued a total of 200 shares of common stock in connection with warrant exercises, at a price of $11.50 per share for total proceeds of $2,300.

On May 26, 2026, the Company issued 285 shares of common stock to a stockholder to rectify an administrative error related to a prior issuance of common stock. The issuance had no incremental fair value and did not result in any additional consideration being exchanged.

Activities during the six months ended May 31, 2025:

In December 2024, the Company completed a private placement offering of 312,007 common shares of the Company, with a par value of $0.0001 per share, at a price of $3.56 per share for total proceeds of $1,110,529. Additionally, 51,414 bonus shares valued at $183,000, of which $167,750 was recognized as obligation to issue shares as of November 30, 2024, and $15,250 was recognized as professional fees in the unaudited condensed consolidated interim statement of operations for the six months ended May 31, 2025, were issued to a consultant for professional services rendered from January 2024 to December 2024.

In March 2025, the Company completed another private placement offering of 478,871 common shares of the Company, with a par value of $0.0001 per share, at a price of $3.56 per share for total proceeds of $1,704,446.

In April 2025, the Company completed a Regulation Crowdfunding offering (“Reg CF”) pursuant to Section 4(a)(6) of the Securities Act of 1933 and Regulation Crowdfunding thereunder. Through this offering, the Company issued a total of 1,318,287 common shares, with a par value of $0.0001 per share, at a price of $3.56 per share, for gross proceeds of $4,692,172. The shares issued are subject to transfer restrictions under applicable securities laws, including a one-year holding period for Reg CF investors.

In May 2025, the Company issued an additional 77,644 common shares, with a par value of $0.0001 per share, under its Reg CF offering at a price of $3.56 per share, for gross proceeds of $276,364. An amount of $427 remained receivable as of May 31, 2025. Additionally, the Company completed a private placement offering of 65,274 common shares of the Company, with a par value of $0.0001 per share, at a price of $3.56 per share, for gross proceeds of $232,331. The Company also issued 34,276 shares with a deemed fair value of $3.56 per share as non-cash consideration for consulting services to be rendered from May 2025 to November 2025.

For the six months ended May 31, 2025, the Company incurred a total of $577,120 in share issuance costs paid in cash related to its Reg CF offering and private placements. On May 29, 2025, the Company also issued 97,826 common shares with a deemed fair value of $3.56 per share to the agents in its Reg CF offering as compensation, which is included in share issuance costs.

Preferred stock

The Company has 3,500,000 shares of preferred stock authorized with a par value of $0.0001 per share. Prior to the de-SPAC transaction (Note 4) on February 24, 2026, the Company, being Eagle Energy at the time, had 50,000,000 shares of preferred stock authorized with a par value of $0.0001 per share.

As of May 31, 2026 and November 30, 2025, the Company had no preferred stock issued and outstanding, excluding 29,700 shares subject to possible redemption as of May 31, 2026.

Mezzanine equity

Redeemable common stock

In July 2025, the Company issued 2,750,000 common shares, with a par value of $0.0001 per share, to an investor pursuant to a Common Stock Purchase Agreement for total proceeds of $300,000. The shares are subject to automatic redemption if the de-SPAC transaction as contemplated by the BCA (Note 4) does not close. In accordance with the ASC 480-10-S99-3A, Classification and Measurement of Redeemable Securities, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Immediately upon the closing of the private placement, the Company recognized a charge against additional paid-in capital of $170 for share issuance costs incurred in this private placement. On February 24, 2026, upon the completion of the de-SPAC transaction (Note 4), these common shares are no longer redeemable. The face value of $300,000 is reclassified to permanent equity.

As of May 31, 2026, the amount of redeemable common stock reflected on the unaudited condensed consolidated interim balance sheets is reconciled in the following table:

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Series A Cumulative Convertible Preferred Stock

On February 24, 2026, in connection with the de-SPAC transaction (Note 4), the Company, Eagle Energy, and SVII entered into an Amended and Restated Securities Purchase Agreement (the “PIPE Agreement”) with an accredited investor, pursuant to which the investor agreed to purchase 29,700 shares of Series A Cumulative Convertible Preferred Stock of the Company for an aggregate price of $29,700,000. The Series A Cumulative Convertible Preferred Stock have an initial stated value of $1,000 per share, and are redeemable at the option of the holder beginning February 24, 2031. The Series A Cumulative Convertible Preferred Stock accrues dividends at 12% annually (if paid in kind), or 10% annually (if paid in cash). Dividends are due semi-annually, on June 1 and December 1. The preferred stock carries rights, preferences, and privileges as set forth in its certificate of designation, including the right to convert into common stock of the Company at any time at the holder’s option, at an initial conversion price of $11.88 per share (subject to adjustment). In addition, the investor received warrants to purchase an aggregate of 2,500,000 shares of common stock of the Company at an exercise price of $12.00 per share, which had a grant-date fair value of $4,174,276. The proceeds of the PIPE financing were first allocated to the liability-classified warrants (Note 11), with residual amounts being allocated to the Series A Cumulative Convertible Preferred Stock.

The Series A Cumulative Convertible Preferred Stock is also redeemable at the option of the Company:

As of May 31, 2026, the amount of redeemable Series A Cumulative Convertible Preferred Stock reflected on the unaudited condensed consolidated interim balance sheets is reconciled in the following table:

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Equity incentive plan

Upon the de-SPAC transaction (Note 4), the Company implemented a 2025 Equity Incentive Plan (“EIP”). The Company may grant equity-based awards under the EIP, including options, stock appreciation rights (“SARs”), restricted stock units (“RSUs”), restricted stock awards (“RSAs”) and other stock based awards. The maximum number of shares the Company may issue pursuant to awards granted under the 2025 EIP is 4,437,008 shares, subject to an annual increase, to be added on the first day of each fiscal year, commencing on January 1, 2027 and continuing until, and including, January 1, 2035, equal to the lesser of (i) 5% of the outstanding shares of all classes of Common Stock on such date or (ii) such lesser number of shares of Common Stock as determined by the board of directors. As of May 31, 2026, the remaining unused capacity under the 2025 EIP is 2,957,508 shares. During the three and six months ended May 31, 2026, the Company issued 887,375 and 887,375 stock options, respectively, and 592,125 and 592,125 RSUs, respectively.

Earnout shares

In connection with the de-SPAC transaction (Note 4), the Company has reserved an additional 1,500,000 shares of common stock (“Earnout Share Pool”) in the EIP to be granted to eligible shareholders of the Company. During the Earnout Period, if the Earnout Target is met, or if a change of control transaction occurs during the Earnout Period and the Earnout Target was not already met, the Company will grant 1,500,000 Earnout Shares to the eligible shareholders. The Company evaluated the Earnout Shares under ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity, and concluded the Earnout Shares meet the definition of an equity instrument, and accordingly will be accounted for as part of additional paid-in capital. No Earnout Share has been issued as of May 31, 2026.

Stock options

Activities during the six months ended May 31, 2026:

On April 15, 2026, the Company granted 750,000 stock options to the Chief Executive Officer (the “CEO”) under the Company’s EIP. The options are exercisable at $10.00 per common share and expire on April 15, 2031. One-third of the options vested immediately on the grant date, with the remaining options vesting in two equal tranches on the first and second anniversaries of the grant date, subject to the recipient’s continued service with the Company.

On May 6, 2026, the Company granted 96,750 stock options to certain officers, employees and consultants under the Company’s EIP. The options are exercisable at $9.15 per common share and expire on May 6, 2031. One-third of the options vested immediately

on the grant date, with the remaining options vesting in two equal tranches on the first and second anniversaries of the grant date, subject to the recipient’s continued service with the Company.

On May 6, 2026, the Company granted 40,625 stock options to certain directors under the Company’s EIP. The options are exercisable at $9.15 per common share and expire on May 6, 2031. One-half of the options vested immediately on the grant date, with the remaining options vesting on the first anniversary of the grant date, subject to the recipient’s continued service with the Company.

Activities during the six months ended May 31, 2025:

No stock options were issued during the six months ended May 31, 2025.

As of May 31, 2026, the continuity of stock options is as follows:

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As at May 31, 2026, the following stock options were outstanding and exercisable:

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As of May 31, 2026, the intrinsic value of outstanding options and exercisable options are $187,759 and $68,885, respectively.

The fair value of the options was determined using the Black-Scholes option pricing model and is recognized as share-based compensation expense over the requisite service period. Based on the below inputs, the Company determined that the stock options had a fair value of $5,783,245 upon issuance during the six months ended May 31, 2026.

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During the three and six months ended May 31, 2026, the Company recognized stock based compensation relating to stock options of $2,308,868 and $2,308,868 (May 31, 2025 - $Nil and $Nil), respectively, identical as all grants were made during the three months ended May 31, 2026. For the six months ended May 31, 2026, the Company recognized stock based compensation expenses of $1,987,317 in salaries and wages; $283,541 in professional fees (Note 14); and $38,010 in business development. Future unrecognized stock-based compensation expense arising from the stock options amount to $3,474,377.

Restricted stock units (“RSUs”)

Activities during the six months ended May 31, 2026:

On April 15, 2026, the Company granted 250,000 RSUs to its CEO under the Company’s EIP. One-third of the RSUs vested on the grant date, with the remainder vesting equally on the first and second anniversaries of the grant date, subject to continued service. The grant date fair value was $9.52 per RSU.

On May 6, 2026, the Company granted 220,250 RSUs to certain officers, employees and consultants under the Company’s EIP. One-third of the RSUs vested on the grant date, with the remainder vesting equally on the first and second anniversaries of the grant date, subject to continued service. The grant date fair value was $9.15 per RSU.

On May 6, 2026, the Company granted 121,875 RSUs to certain directors under the Company’s EIP. One-half of the RSUs vested on the grant date, with the remainder vesting on the first anniversary of the grant date, subject to continued service. The grant date fair value was $9.15 per RSU.

Activities during the six months ended May 31, 2025:

No RSUs were issued during the six months ended May 31, 2025.

As of May 31, 2026, the continuity of RSUs is as follows:

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As at May 31, 2026, the following RSUs were outstanding and vested:

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During the three and six months ended May 31, 2026, the Company recognized share-based compensation relating to RSUs of $2,287,304 and $2,287,304 (May 31, 2025 - $Nil and $Nil), respectively, identical as all grants were made during the three months ended May 31, 2026. For the six months ended May 31, 2026, the Company recognized stock based compensation expenses of $1,113,593 in salaries and wages; $1,009,143 in professional fees (Note 14); and $164,568 in business development. Future unrecognized stock-based compensation expense arising from the stock options amount to $3,223,140.

Warrants

As of May 31, 2026, the continuity of share purchase warrants is as follows:

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As of May 31, 2026, the following share purchase warrants were outstanding:

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As of May 31, 2026, the Company classified 20,921,916 warrants as equity and 2,500,000 warrants as liabilities.

Activities during the six months period ended May 31, 2026:

On February 24, 2026, in connection with its reverse recapitalization (Note 4), the Company issued the following warrants:

The issuance of 2,422,133 warrants in settlement of loans owed by SVII to the SVII Sponsor has been accounted for as a capital transaction with a shareholder of the Company, in connection with the reverse recapitalization.

On February 24, 2026, in connection with the PIPE financing, the Company issued warrants to an accredited investor to purchase an aggregate of 2,500,000 shares of New Eagle common stock at an exercise price of $12.00 per share. These warrants are classified as liabilities, and had a fair value of $4,174,276 at issuance (Note 11).

On April 27, 2026 and May 1, 2026, public warrants holders exercised an aggregate of 200 warrants for common shares of the Company.

During the six months ended May 31, 2026, the Company cancelled 17 public warrants as a result of fractional breakage from conversion from former SVII units upon the reverse recapitalization.

Diluted loss per share

The Company has the following anti-dilutive securities as of May 31, 2026 and 2025:

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