Nuclea Energy Enters Definitive Business Combination Agreement with Mangoceuticals, Establishing a Path to a Nasdaq Public Listing to Advance the Morpheus Microreactor

Transaction positions Nuclea to fund the development and commercialization of its lead-cooled, factory-built microreactor as AI and data center growth drives a generational expansion in U.S. electricity demand

Mississauga, Ontario--(Newsfile Corp. - July 30, 2026) - Nuclea Energy Inc. ("Nuclea" or the "Company"), an advanced nuclear technology company headquartered in Mississauga, Ontario, developing the Morpheus microreactor, a lead-cooled, factory-built micro-modular reactor, today announced that it has entered into a definitive business combination agreement (the "Business Combination Agreement") with Mangoceuticals, Inc. (NASDAQ: MGRX) ("Mangoceuticals").

"This agreement gives Nuclea a faster path to the public markets at a defining moment for our industry. Demand for continuous, carbon-free power is accelerating, and microreactors are built to serve the data centers, defense installations and remote sites that the grid cannot efficiently reach. As a public company, we expect to have the capital access and visibility to advance Morpheus toward first-of-a-kind delivery and to execute on our commercialization roadmap," said Josef Freundorfer, Chief Executive Officer of Nuclea Energy Inc.

Pursuant to the Business Combination Agreement, a newly formed indirect subsidiary of Mangoceuticals will amalgamate with Nuclea under the Business Corporations Act (British Columbia), with the resulting amalgamated company becoming an indirect wholly owned subsidiary of Mangoceuticals. In connection with the amalgamation, holders of Nuclea common shares will receive exchangeable shares of a newly formed British Columbia unlimited liability company and wholly owned subsidiary of Mangoceuticals ("ExchangeCo"), in accordance with the exchange ratio set out in the Business Combination Agreement. The Exchangeable Shares will be exchangeable for shares of Mangoceuticals common stock and will carry economic and voting rights intended to be substantially equivalent to those of Mangoceuticals common stock.

Under the terms of the Business Combination Agreement, each Nuclea common share outstanding immediately prior to closing will be converted into the right to receive exchangeable shares determined in accordance with an exchange ratio such that, immediately following closing and assuming the exchange of all exchangeable shares for Mangoceuticals common stock, former Nuclea shareholders would hold approximately 96% of the outstanding equity of Mangoceuticals on a fully diluted and as-exchanged basis immediately following Completion and prior to giving effect to the PIPE Share Issuance, and Mangoceuticals' existing stockholders would hold approximately 4%, in each case calculated on a fully diluted and as-exchanged basis and subject to certain adjustments set forth in the Business Combination Agreement.

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