Announcement • Feb 25
Eagle Energy Metals Corp. completed the acquisition of Spring Valley Acquisition Corp. II (NasdaqGM:SVII) from a group of shareholders in a reverse merger transaction.
Eagle Energy Metals Corp. entered into a non-binding letter of intent to acquire Spring Valley Acquisition Corp. II (NasdaqGM:SVII) from a group of shareholders in a reverse merger transaction on June 4, 2025. Eagle Energy Metals Corp. entered into a definitive agreement to acquire Spring Valley Acquisition Corp. II from a group of shareholders for approximately $300 million in a reverse merger transaction on July 30, 2025. Each share of existing Eagle Common Stock issued and outstanding immediately prior to the Second Effective Time shall be canceled and converted into a number of shares of New Eagle Common Stock equal to the Exchange Ratio (as defined in the Merger Agreement) resulting in an aggregate of 23,350,000 shares of New Eagle Common Stock being issued to the Eagle stockholders (the “Aggregate Merger Consideration”). 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 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. In case of termination Eagle Energy Metals will pay $0.1 million.
The Proposed Business Combination has been unanimously approved by the board of directors of Eagle and the board of directors of SVII. The Proposed Business Combination is subject to customary closing conditions, including regulatory, HSR act, listing approval, Ancillary Agreements and stockholder approvals. There is no minimum cash condition to close the transaction. The Proposed Business Combination is expected to be completed in late 2025. As of January 9, 2026, Eagle Energy filed for a registration document. As of February 2, 2026, Eagle Nuclear Energy Corp. filed Effectiveness of Registration Statement. The Business Combination was approved by SVII shareholders in a special meeting held on February 23, 2026.
Cohen & Company Capital Markets, LLC act as financial advisor. Alan Annex, Adam Namoury, Jason Simon, Giuliano Apadula, Jim Mace, David Edington, Christopher J. Neumann, David M. Greenberg, Keshia M. Tiemann, Mindy B. Leathe, James Maynor, Yoojin Lee, Jason T. Simon, Alan I. Annex and Adam S. Namoury of Greenberg Traurig, LLP act as legal advisor for Spring Valley Acquisition Corp. II. Ann E. Murray, Colleen Pleasant Kline, Tim Wagner, C. Wells Hall, III, Peter Strand and Mike Bradshaw of Nelson Mullins Riley & Scarborough LLP act as legal advisor, Gateway Group is serving as investor relations and public relations advisor for Eagle Energy Metals Corp. Continental Stock Transfer & Trust Company acted as transfer agent to Spring Valley and Eagle Energy. Sodali & Co. acted as information agent to Spring Valley and will receive a fee of $15,000. Sodali & Co. served as proxy solicitor to Spring Valley Acquisition Corp. II.
Eagle Energy Metals Corp. completed the acquisition of Spring Valley Acquisition Corp. II (NasdaqGM:SVII) from a group of shareholders in a reverse merger transaction on February 24, 2026.
