Eagle Nuclear Energy Corp. filed a Form 8-K with the SEC on November 4, 2026, disclosing that on October 30, 2026, it entered into a binding letter of intent to acquire all issued and outstanding common shares of Noble Plains Uranium Corp., a British Columbia company listed on the TSX Venture Exchange under the symbol "NOBL."

Key Highlights

  • Proposed all-share acquisition: Eagle Nuclear Energy Corp. (NASDAQ:NUCL) proposes to acquire 100% of Noble Plains Uranium Corp. through a court-approved plan of arrangement under British Columbia law.
  • Offer price and premium: The offer price is CAD $0.125 per Noble Plains share, representing approximately 92% above Noble Plains' closing price of CAD $0.065 on October 29, 2026.
  • Share cap: The aggregate shares of Common Stock issuable in the transaction, including upon exercise of options and warrants, is expected not to exceed 5,907,109 shares, or 19.9% of Eagle Nuclear's Common Stock outstanding immediately before the effective date.
  • Break fee: Either party may owe the other a fee of US$400,000 under specified termination circumstances, as described in the binding provisions of the LOI.
  • Exclusivity period: Noble Plains has agreed not to solicit or negotiate alternative transactions for 60 days after the October 30, 2026 effective date, subject to extension.
  • Due diligence window: Eagle Nuclear has 60 days from the effective date to complete its due diligence investigation of Noble Plains, with reciprocal rights granted to Noble Plains.
  • Signing deadline: The parties have agreed to negotiate in good faith and use commercially reasonable efforts to execute a definitive arrangement agreement within 60 days after the effective date, subject to extension.

Eagle Nuclear's Proposed Arrangement with Noble Plains Uranium Corp.

According to the filing, Eagle Nuclear Energy Corp., incorporated in Nevada and headquartered in Reno, NV, entered into the LOI on October 30, 2026. The company proposes to acquire Noble Plains through a wholly owned subsidiary by way of a plan of arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia). If completed, Noble Plains would become a wholly owned subsidiary of Eagle Nuclear, which is focused on the nuclear energy sector.

The filing states that the exchange ratio is determined by dividing the CAD $0.125 offer price by the volume-weighted average trading price of Eagle Nuclear's Common Stock on the Nasdaq Capital Market for the 20 consecutive trading days ending on the second trading day immediately before October 30, 2026, converted to Canadian dollars at the Bank of Canada daily exchange rate. The filing notes that the specific exchange ratio figure is listed as "[ ]" in the source text. The exchange ratio is described as fixed and will not be adjusted for share price movements between signing and closing, other than customary adjustments for stock splits and similar events.

The filing further discloses that outstanding Noble Plains stock options would be exchanged for replacement options to acquire Eagle Nuclear Common Stock, and outstanding Noble Plains share purchase warrants would remain outstanding and become exercisable for Common Stock, each adjusted by the exchange ratio. Eagle Nuclear intends to issue shares in reliance on the exemption provided by Section 3(a)(10) of the Securities Act of 1933, following a fairness hearing before the Supreme Court of British Columbia. If that exemption is unavailable, the company may issue shares under another exemption or pursuant to a registration statement on Form S-4. The parties intend to close the transaction within 120 days after executing the definitive agreement, with an outside date of 180 days after execution, subject to mutual written consent for extension.

What Was Disclosed

Eagle Nuclear Energy Corp. disclosed the entry into a binding letter of intent dated October 30, 2026, to acquire Noble Plains Uranium Corp. in an all-stock transaction. Key binding terms include the exchange ratio, exclusivity, due diligence rights, and a US$400,000 break fee. The transaction remains subject to negotiation and execution of a definitive agreement and multiple regulatory and shareholder approvals.