The Company has established a share option plan (the “Option Plan”) which provides for options to be granted by the Company to its directors, employees and consultants. As of June 30, 2026, the Option Plan provided for a maximum aggregate number of common shares available for issuance of 44,915,612 (2025 – 44,915,612). The exercise price, vesting terms, and contractual life of an option are determined by the Company’s Board of Directors when the option is granted. Option grants typically vest over four years, with vesting ranging from immediate partial vesting to straight-line vesting over the full term. New shares are issued for all common share options exercised. Options granted under the Option Plan have exercise periods which are not to exceed 15 years after issuance. The Company estimates the fair value of stock options granted using a Black-Scholes option pricing model, which requires assumptions, including the fair value of the Company’s underlying common shares, expected term, expected volatility, risk-free interest rate and expected dividend yield of the Company’s common shares. These estimates involve inherent uncertainties and the application of management’s judgment.

These assumptions are estimated as follows:

Prior to January 1, 2021, the Company granted options with an exercise price that was denominated in CAD and these stock options were equity-classified awards. New options granted after January 1, 2021 are denominated in USD. ASC 718, Compensation - Stock Compensation requires that an award indexed to a factor that is not a market, performance or service condition should be classified as a liability. ASC 718-10-25-14 provides an exception when the award is granted to an employee resident in a foreign jurisdiction where the currency which the award is denominated in is equivalent to the currency in which the employee is paid. The Company has classified USD denominated awards to employees paid in USD as equity-classified awards and USD denominated awards paid to employees paid in CAD as liability-classified awards.

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The following table summarizes the stock option activity under the Company’s Option Plan for equity-classified options:

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Subsequent to the Rights Offering in August 2025, the Company adjusted the exercise price of stock options outstanding at the time of the reverse share split. The exercise price of stock options was adjusted to their pre-Rights Offering price. The adjustment to the exercise price was determined to be a modification per ASC 718, Compensation — Stock Compensation and resulted in an incremental share-based compensation of $21 being recognized during the year ended December 31, 2025.

The following table summarizes information about the Company’s equity-classified stock options outstanding and exercisable as of June 30, 2026.

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The aggregate intrinsic value of options exercised is calculated as the difference between the exercise price of the underlying stock option awards and the market value of common shares on the date of exercise or date of the consolidated balance sheets.

The aggregate intrinsic value of stock options (market value less exercise price) as of June 30, 2026, was $6,899 (December 31, 2025 - $5,545). The aggregate intrinsic value of stock options exercised during the six months ended June 30, 2026 was $30 (2025 - $19).

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The grant weighted average assumptions used to estimate the fair value of equity-classified stock options granted were as follows:

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For the three and six months ended June 30, 2026, the Company recorded share-based compensation expense of $224 and $329 related to its equity-classified options (2025 - $233 and $528), respectively.

The following table summarizes the stock option activity under the Company’s Option Plan for liability-classified options:

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Subsequent to the Rights Offering in August 2025, the Company adjusted the exercise price of stock options outstanding at the time of the reverse share split. The exercise price of stock options was adjusted to their pre-Rights Offering price. The adjustment to the exercise price was determined to be a modification per ASC 718, Compensation — Stock Compensation and the resulting impact of the modification is reflected in share-based compensation liability as of December 31, 2025.

The following table summarizes information about the Company’s liability classified stock options outstanding and exercisable as of June 30, 2026:

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The aggregate intrinsic value of options exercised is calculated as the difference between the exercise price of the underlying stock option awards and the market value of common shares on the date of exercise or date of the consolidated balance sheets.

The aggregate intrinsic value of stock options (market value less exercise price) as of June 30, 2026 was $36,355 (December 31, 2025 - $26,408).

The weighted average assumptions used to estimate the fair value of liability-classified stock options were as follows:

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The following table presents changes in Level 3 share-based liabilities measured at fair value:

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Sensitivities for key assumptions were as follows:

Subsequent to June 30, 2026, New General Fusion adopted the 2026 Long-Term Incentive Plan (“LTIP”). The LTIP provides for the grant of stock options, restricted share units, deferred share units, and other share-based awards to eligible employees, officers, directors, and consultants of the Company. The aggregate number of Subordinate Voting Shares reserved for issuance under the LTIP shall not exceed 15% of the total issued and outstanding Subordinate Voting Shares at any time. No awards have been granted under the LTIP as of the date of these financial statements.

The Company has established a share option plan (the “Option Plan”) which provides for options to be granted by the Company to its directors, employees and consultants. As of December 31, 2025, the Option Plan provides for a maximum aggregate number of common shares available for issuance of 44,915,612 (2024 - 3,565,235). The exercise price, vesting terms, and contractual life of an option are determined by the Company’s Board of Directors when the option is granted. Option grants typically vest over four years, with vesting ranging from immediate partial vesting to straight-line vesting over the full term. New shares are issued for all common share options exercised. Options granted under the Option Plan have exercise periods not to exceed 15 years after issuance.

The Company estimates the fair value of stock options granted using a Black-Scholes option pricing model, which requires assumptions, including the fair value of the Company’s underlying common shares, expected term, expected volatility, risk-free interest rate and expected dividend yield of the Company’s common shares. These estimates involve inherent uncertainties and the application of management’s judgment.

These assumptions are estimated as follows:

Prior to January 1, 2021, the Company granted options with an exercise price that was denominated in CAD and these stock options were equity-classified awards. New options granted after January 1, 2021 are denominated in USD. ASC 718, Compensation - Stock Compensation. requires that an award indexed to a factor that is not a market, performance or service condition should be classified as a liability. ASC 718-10-25-14 provides an exception when the award is granted to an employee resident in a foreign jurisdiction where the currency which the award is denominated in is equivalent to the currency in which the employee is paid. The Company has classified USD denominated awards to employees paid in USD as equity-classified awards and USD denominated awards paid to employees paid in CAD as liability-classified awards.

The following table summarizes the stock option activity under the Company’s Option Plan for equity-classified options:

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Subsequent to the Rights Offering in August 2025, the Company adjusted the exercise price of stock options outstanding at the time of the reverse share split. The exercise price of stock options was adjusted to their pre-Rights Offering price. The adjustment to the exercise price was determined to be a modification per ASC 718, Compensation — Stock Compensation and resulted in an incremental share-based compensation of $21 being recognized during the year ended December 31, 2025.

The following table summarizes information about the Company’s equity-classified stock options outstanding and exercisable at December 31, 2025.

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The aggregate intrinsic value of options exercised is calculated as the difference between the exercise price of the underlying stock option awards and the market value of common shares on the date of exercise or date of the consolidated balance sheets.

The aggregate intrinsic value of stock options (market value less exercise price) as of December 31, 2025, was $5,545 (December 31, 2024 - $3,966). The aggregate intrinsic value of stock options exercised during the year ended December 31, 2025 was $20 (2024 - $140).

As of December 31, 2025, there was $1,227 of remaining unamortized compensation cost related to unvested stock options granted to the Company’s employees, directors and consultants (2024 - $2,107). This cost will be recognized over an estimated weighted-average remaining period of 1.8 years, using the straight-line method.

The grant date fair value of equity-classified stock options vested during the year ended December 31, 2025 was $1,208 (2024 - $1,152).

The grant date fair value of equity-classified stock options forfeited during the year ended December 31, 2025 was $482 (2024 - $53).

The grant weighted average assumptions used to estimate the fair value of equity-classified stock options granted were as follows:

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The weighted average fair value attributable to equity-classified common share options granted in 2025 was $0.09 per option (2024 - $8.40).

For the year ended December 31, 2025, the Company recorded share-based compensation expense of $1,345 related to its equity-classified options (2024 - $1,253).

The following table summarizes the stock option activity under the Company’s Option Plan for liability-classified options:

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Subsequent to the Rights Offering in August 2025, the Company adjusted the exercise price of stock options outstanding at the time of the reverse share split. The exercise price of stock options was adjusted to their pre-Rights Offering price. The adjustment to the exercise price was determined to be a modification per ASC 718, Compensation — Stock Compensation and the resulting impact of the modification is reflected in share-based compensation liability as of December 31, 2025.

The following table summarizes information about the Company’s liability classified stock options outstanding and exercisable at December 31, 2025:

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The aggregate intrinsic value of options exercised is calculated as the difference between the exercise price of the underlying stock option awards and the market value of common shares on the date of exercise or date of the consolidated balance sheets.

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The aggregate intrinsic value of stock options (market value less exercise price) as of December 31, 2025 was $26,408 (December 31, 2024 - $nil).

As of December 31, 2025, there was $14,111 of remaining unamortized compensation cost related to unvested stock options granted to the Company’s employees, directors and consultants (2024 - $7,036). This cost will be recognized over an estimated weighted-average remaining period of 2.1 years, using the straight-line method.

The grant date fair value of liability-classified stock options vested during the year ended December 31, 2025 was $3,499 (2024 - $3,085).

The weighted average assumptions used to estimate the fair value of liability-classified stock options were as follows:

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In the year ended December 31, 2025, the total number of individuals (including the Company’s employees) who received liability-classified awards was 110 (2024 - 134). In the year ended December 31, 2025, this resulted in a total of $3,235 share-based compensation expense recognized in the consolidated statement of operations and comprehensive loss (2024 - $2,629).

The following table presents changes in Level 3 share-based liabilities measured at fair value:

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