Terrestrial Energy Inc.

Greetings. Welcome to Terrestrial Energy's fourth quarter and full year 2025 earnings call. At this time, all participants are in a listen-only mode. A question and answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. Please note this conference is being recorded. I will now turn the conference over to Tom Cook, Managing Director at ICR. Thank you. You may begin.

Thank you and good morning, everyone. Welcome to Terrestrial Energy's fourth quarter and full year 2025 earnings conference call. With me today are Simon Irish, CEO, and Brian Thrasher, CFO. Alongside today's call, you can find our earnings release as well as the accompanying presentation on our website at ir.terrestrialenergy.com. An audio replay of this call will also be made available, which you can access on our website or by phone. The phone number for the audio replay is included in the press release announcing this call. As a reminder, some of the statements made during this call, including those relating to our outlook, expected company performance, or business strategy, may constitute forward-looking statements. Please note the cautionary language about forward-looking statements contained in our press release and earnings presentation, which also applies to this call. With that, I would now like to turn the call over to Simon Irish.

Good morning, everyone, and thank you for joining us today.

It's a pleasure to welcome you to Terrestrial Energy's first earnings call as a publicly traded company. 2025 was an important year for the company. We made significant progress across the three key elements of business plan execution. We delivered important regulatory developments, secured federal support for swift licensing and operation of reactor and fuel supply pilot projects. We announced expansion of supply chain activities, progress with commercial deployments, and we strengthened our balance sheet through our business combination with HCM2. Before discussing developments in more detail, I'd like to briefly step back and frame the important context in which we're now operating. For industrial innovation requires market context, and for innovation, for nuclear innovation, there is no more powerful context to what we see today and stretching far ahead. Referring now to slide three of the slide deck posted to our website that accompanies today's call. Global energy markets have clearly entered a period of generational and transformative change. Electricity demand is accelerating at a pace not seen in decades, driven by demand growth from multiple sources, energy-intensive industrial innovations, artificial intelligence infrastructure, automation and electrification, and the reshoring of manufacturing capacity. Furthermore, energy policy today clearly prioritizes national energy security, grid reliability, and affordability. Energy security has become a dominant theme. across many advanced economies, a shift that accelerated with the start of the war in Ukraine and its associated impact on European natural gas supplies, and has moved to a new level today with recent insecurity of Gulf-based LNG and oil supplies. It is now clear that only nuclear energy has the potential to meet these huge demand deficiencies and policy objectives for secure, clean, reliable energy supply. We see these powerful fundamentals driving nuclear energy demand to continue to strengthen. And they create today's extraordinary context for nuclear innovation that is without parallel. Contemplating this opportunity, one quickly realizes there are many methods to supply nuclear energy, from different sized plants ranging from the tiny to the enormous, and a wide range of efficient reactor technologies that cover the conventional, the long conventional, efficient technologies of light and heavy water reactors, to the generation four class of advanced reactor technologies of the future to which our technology belongs. Here lies the secular opportunity today for the innovator. If nuclear energy supply is to meet these extraordinary demand expectations, its supply must be from nuclear plants operating with different commercial profiles, ones that are smaller and more affordable to build, ones that are much, much more capital efficient for low-cost energy supply, and ones that are modular for quick construction and deployment at scale. This next generation of nuclear plants must be more flexible in operation and capable of providing heat for industry as well as electric power. They must be easier to site near point of demand, close to data center, chemical or petrochemical plant. Their co-location capacity delivers a new energy supply paradigm. Hundreds of megawatts of clean, firm energy from a small parcel of land located close to demand and free from pipeline and transmission constraints. Only innovation to deliver small and modular nuclear plants operating with next generation of nuclear technology has the potential to deliver these requirements. Turning to slide four. Terrestrial Energy was founded over 13 years ago precisely with this paradigm in mind. We have been diligently moving forward with development of our IMSR plant design, anticipating their arrival at today's extraordinary market and policy circumstances. With this clear innovation focus, our IMSR plant is now heavily differentiated from other small and modular nuclear plants in the advanced reactor sector. in important competitive and compelling ways i will discuss some of these direct differentiators now turning to slides five and six first affordability and capital efficiency the imsr plant is smaller one-sixth the size of conventional nuclear plant modular in design and it captures the fundamental and deeply compelling Techno-economic benefits of molten salt reactor technology. IMSR plant generates power from steam turbines operating with a near 50% greater efficiency than those driven by light water reactor technology. Its nuclear systems operate at low pressure and with high inherent safety. Again, powerful economic virtues that reduce costs further, as well as virtues that secure strong social license for deployment. We believe that competitive affordability will be a primary driver of success.

Second, flexibility in operations.

The IMSR plant is capable of high-temperature thermal energy supply, industrial process heat applications, and can strongly load follow. Its output can be customized to a required precise mix of heat and power, and it can be integrated with other energy supply systems, including natural gas, for customized resilience and speed to first commercial operations. We believe that this flexibility in operations contributes to an opportunity for a service addressable market for our company that we estimate to exceed $1.4 trillion. Third, scalability for fast fleet deployment. As supply chain factors heavily determine speed to fleet to fleet scale, our supply chain objective has been to source the greatest extent possible material and components available from today's nuclear supply chain. This strategy has delivered important competitive and strategic advantages, particularly with steam turbine and fuel supply. While some Generation 4 nuclear plants show some of the characteristics required for next-generation nuclear energy supply, only the IMSR plant uses standard nuclear fuel, uranium enriched to less than 5%. Ten years ago, we strategically chose to avoid HALU fuel use, that is uranium enriched to between 15% and 20%, the bracket required by other Generation 4 reactors in our sector. In today's enrichment-constrained environment, this decision has removed from our deployment plans the considerable challenges and uncertainty of uranium fuel supply at commercial scale. In doing so, this decision has improved our market position, reduced regulation complexity, and cost the first plant as well as for fleet. We believe our supply chain strategy is delivering sector competitive advantages to fleet fast deployment at scale. Molten salt reactor technology is not new. It was first demonstrated over six decades ago, and most recently in 2023, When China began operating its first molten salt reactor based on the technology demonstrated at Oak Ridge National Lab in Tennessee, the technology's long history of research and development yields a considerable understanding of performance and operation. Our strategic design objective was to use this existing and extensive body of knowledge to create the strong technical foundation of the IMSR plant design that exists today.

Let me spend a minute talking about regulation.

A core objective of Trust for Energy since inception has been to retire project risk through early and focused engagement with world-leading nuclear regulators. We were the North American sector trailblazer when in 2016 we applied to the Canadian Nuclear Safety Commission to undertake its formal programmatic and vendor design review of our IMSR plant design. In 2023, the Canadian Nuclear Safety Commission completed that formal review and concluded publicly that there were no fundamental barriers to licensing the IMSR plant design for commercial use. The work completed in Canada has matured our safety case. It bounds regulatory uncertainty and strengthens our regulatory engagement with the NRC in the United States, which started in 2017. Our business strategy is to deploy IMSR plants with competitive scale and speed and in a capital efficient manner. To achieve this, Trustful Energy invites others to build, own and operate IMSR plant as is industry's convention today. We will, however, remain the key project partner supporting project licensing and plant construction with revenue generative engineering services and working with established engineering, procurement, and construction partners to deliver commissioned and operating plant. We will also provide IMSR core units, fuel, fueling services, and full lifecycle operational support. This approach leverages the capability of experienced industrial partners, providing speed to deployment at fleet scale. It also allows us to focus on our core capabilities and primary business objectives. With this business strategy in mind, I'd like to present the framework to assess progress. It has three pillars. The first drives IMSR engineering and regulatory developments, including our key project engagements with the Department of Energy. The second drives supply chain developments. And the third drives IMSR plant projects advancing to deployment. I'd now like to review 2025 developments demonstrating our progress across these three pillars. Please refer to slide seven. In 2025, we announced the NRC's completion acceptance of our topographical report on the IMSR principal design criteria. This was a foundational ruling representing an important step forward to IMSR operating license submission and demonstrating progress with our pre-application engagement with the regulator. Our regulatory program operates in parallel with our engineering and testing programs. In 2025, we received welcome support from two new strategic programs administered by the Department of Energy, These were established following presidential executive orders in May 2025 to accelerate advanced reactor development. We received two OTA awards, one from each program. The first from the Department of Energy's Advanced Reactor Pilot Program. This supports quick execution of Project Tetra. the Terrestrial Energy Test Reactor Assembly Project, which assists with data collection required for future IMSR license application. The second was from the Department of Energy's Fuel Line Pilot Program, which supports our schedule for completion of our Fuel Line Assembly Project, TEFLA, which is a pilot-scale fuel production process. the antecedent to our commercial plant for IMSR plant fuel supply. On further supply chain matters, we continue to build on previously established relationships with leading industrial nuclear suppliers, such as Westinghouse, Siemens Energy, BWXT, as well as other experienced component manufacturers. These supplier relationships support fabrication of reactant components, development of fuel supply infrastructure, and long-term project capabilities. In 2025, we announced further contract with Westinghouse to support our IMSR fuel supply program. In the past year, we advanced important materials testing, selection, and qualification work. We announced our graphite irradiation testing had entered its concluding phase at the NRG Palace high-flux reactor in the Netherlands. This is one of the West's most powerful test reactors. We would like to draw attention to the importance of such in-core testing for Generation 4 reactor materials. These are activities essential for reactor materials qualification, supplier selection, and licensing readiness for Generation IV reactor technology. Now turning to IMSR plant project developments. Early in 2025, Texas A&M University, supported by expertise in its nuclear engineering faculty, announced its selection of terrestrial energy to site a full-scale commercial IMSR plant at its RELIS campus, following a competitive sector-wide evaluation process. This selection positions an IMSR plant on ERCOT, one of the fastest-growing electricity markets in North America, and places the project in a leading engineering research and workforce development ecosystem. In 2025, we announced collaboration with Amoresco to partner with IMSR plant site identification and project development. Amoresco brings deep project development expertise and extensive experience with federal energy programs. This relationship expands our capacity to identify IMSR plant project opportunities across multiple industrial and data center markets and to develop them. As we move into 2026, our focus is again on disciplined execution against a series of clearly defined and planned steps, each advancing across the three-pillar framework discussed earlier. With this framework in mind, I would like to provide guidance on further developments in 2026. Turning to slide eight, we expect to announce the following developments in 2026. First, announce further agreements with Texas A&M for the deployment of an IMSR plant at RELIS and for testing and development of key IMSR components and processes. These agreements will support the siting and development of the proposed IMSR plant. Second, and following the announcement of the RELIS IMSR plant project in 2025, we expect to disclose details of between one and three additional commercial projects to deploy IMSR plants. Third, we expect to submit to the NRC for review at least three additional topical reports, covering key and consequential areas to increase readiness for NRC license submissions to construct and operate IMSR plant. Finally, following the two Department of Energy OTA awards in 2025, We expect to provide project development details, disclosing sites for both the TETRA and TEPLA projects. We expect to identify key engineering partners and organizations supporting regulatory readiness for these important projects. In closing, 2025 was a transformational year for the company. We were successful with our strategy to respond swiftly to the remarkable and generational change in demand for nuclear energy supply. We strengthened our capital position, advanced regulation readiness, and secured support from the DOE's federal programs in key areas. We advanced commercial and supply chain partnerships, always aiming for fleet-scale solutions and and initiated projects and relationships to deploy IMSR plants. Terrestrial Energy's founding belief was that nuclear technology must evolve to meet the remarkable energy market requirements of this modern era. As a private sector innovator, we declared over a decade ago that the ruling objective for nuclear innovation is affordability, cost competitiveness, and speed to market at scale. Design and technology decisions have profound and fundamental consequence. On returning from CERA week and reflecting on this objective, as we repeatedly do, we remain as convinced of this objective as on the day we founded the company and over the last decade, we have consistently, programmatically and diligently advanced our IMSR plant design. Today, our long commitment and conviction in this ruling objective of nuclear innovation positions the IMSR plant as powerfully and competitively differentiated in a nuclear tech sector pursuing a trillion-dollar market opportunity. We're moving forward from this position, looking past the deployment of a single IMSR plant to a fleet of IMSR plants in the 2030s and the establishment of a standardized, and scalable platform for IMSR plant delivery across multiple industrial and grid applications and across international markets. With that, I will now turn the call over to Brian Thrasher, our Chief Financial Officer, to review the financial results in more detail.

Thank you, Simon, and good morning, everyone.

I will briefly review our financial results, liquidity, and capital position for the year and then we will open the call for questions. Let me begin, though, with the transaction that positioned Terrestrial Energy to enter this next phase of development. On October 28, 2025, Terrestrial Energy completed its business combination with HCM2 Acquisition Corp. and began trading on NASDAQ under the ticker IMSR on October 29, 2025. The transaction resulted in trust redemptions of less than 1%, and combined with the $50 million pipe, secured more than $292 million in gross proceeds. We believe this outcome reflects strong support from investors for both our small and modular nuclear plant design, as well as our business strategy in the context of the market opportunity today for nuclear innovations. Following the listing, we also announced developments with our fuel services agreement with Westinghouse, strengthening our supply chain readiness for IMSR plant commercial operation. In addition, we enhanced our senior leadership team during the fourth quarter to support U.S. commercialization efforts and deepen engagement with federal stakeholders. Turning now to our financial results as summarized on slide nine. Terrestrial Energy reported a net loss of $28 million for 2025, an increase of $17 million on the prior year. This increase reflects growing expenses from our IMSR engineering program with its component testing, regulatory activities from our Tetra and Tefla projects with the DOE, from supply chain development, as well as from organizational expansion as we resource for public company readiness for key technical capabilities and for projects. Research and development expenses, those expenses incurred for design and engineering of the IMSR plant, increased to $10 million in 2025, an increase of $5 million from the prior year as we expanded materials testing and progressed graphite qualification work. General and administrative expenses increased to $14 million in 2025. an increase of $10 million from the prior year, primarily reflecting expansion in personnel, corporate infrastructure, and professional services to accelerate our commercialization activities and support public company readiness. Within general and administrative expenses, legal, accounting, and other professional fees increased to $5 million in 2025, an increase of $4 million over the prior year, and excluding $22 million of transaction-related costs associated with the business combination, which are presented as an increase to additional paid-in capital. Also, personnel-related expenses increased as we moved forward with our commercial development, grew our staff to support IMSR engineering, finance, supply chain development, management of IMSR plant commercial projects, and public company reporting requirements. Additionally, stock-based compensation increased to approximately $3 million, an increase of $2 million over the prior year as management capabilities expanded during the year. Finally, we incurred approximately $1 million in additional costs in 2025 to advance public company readiness and scaling of our operations. These included directors and officers insurance, investor engagement activities, conference participation, travel and expanded software and operational systems interest expense net of interest income of three million dollars in 2025 increased by two million dollars from the prior year reflecting increased debt balances partially offset by higher interest income more specifically interest expense of four million dollars in 2025 compared to one million dollars in 2024 is attributable to larger average debt balances in 2025, combined with the amortization of the debt discount on the legacy terrestrial energy convertible notes. The company earned $1 million of interest income in 2025 on the cash balance received from the closing of the business combination. Turning now to liquidity. At year end, we held approximately $298 million in cash and short-term investments. This balance reflects the proceeds from the business combination with a $50 million pipe investment completed in October, two financing rounds completed earlier in the year, and the cash exercise of legacy terrestrial energy private warrants. This capital position provides the financial resources for a period of strong business growth and to deliver consequential progress with important milestones. These include milestones from progress with our IMSR engineering program and its regulatory and R&D elements that include the Tetra and Tefla R&D projects with the DOE, from supply chain development, and from progress with IMSR plant commercial projects. At year end, summarized on slide 10, the company's e-sheet and outstanding share count was 105.8 million shares consisting of 81.8 million common shares outstanding and 24 million exchangeable shares outstanding. The exchangeable shares are exchangeable into common shares on a one-for-one basis at any time at the election of the holders. That concludes our prepared remarks. Operator, please open the line for questions.

Thank you. We will now be conducting a question and answer session. If you would like to ask a question, please press star 1 on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star 2 if you would like to remove your question from the queue. And for participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. Our first question is from Jeff Graham. with Northland Capital Markets. Please proceed.

Morning, Simon. Thanks for the time. I was curious to start on the 26th kind of expectation milestone slide. You guys talk about announcing one to three additional commercial projects. I know you can't provide too many details on kind of future announcements, but to the extent you can provide a little more detail, do you expect those to be more of kind of MOU, LOI type announcements, definitive deployments at identified sites or something else? Just, I guess, trying to level set, I guess, the maturity of some of the conversations you're having with prospective customers.

Well, Jeff, yes, we will reserve detail for the moments at which we disclose these developments, but perhaps more generally, for an IMSR project, it's first defined by the location, it's got a zip code, and it's also defined by a process which starts with the declared intention of the parties involved to proceed with that process, ultimately to the commissioning of a IMSR power plant. So Maybe I'll just leave it there in terms of providing additional detail on what that means.

Understood. Appreciate that. My follow-up, there was a recent announcement from the NRC regarding Part 53 licensing as kind of an emerging pathway, which I think would have some applicability to terrestrial design. Is that something you guys are considering pursuing? And if so, what kind of benefit could you see to that having to your commercialization pathway?

Well, it's certainly an option for us to consider in terms of what is the most efficient pathway to commercialising, to life-giving, to operation of a first plant. We're very familiar with that type of the Part 52 framework. It's graduated, it's risk-informed, it's principles-based. All the elements of the Canadian process, by the way, the Canadian process has been defined for a long time as risk-informed, principles-based. So it's certainly an option for us and many others in the industry. Our central case at this point in time for those first couple of plants is going to be a Part 50 strategy, so the two-step, the construction permit moving on to the operating license.

Understood. That's helpful. I'll leave it there. Thank you. Thanks, Jeff.

As a reminder, the star 1 on your telephone keypad if you would like to ask a question. We'll pause for a brief moment to see if there's any further questions. With no further questions, I would like to hand the conference back over to Simon for closing remarks.

I'd like to thank

everyone for joining us today on our first earnings call as a public company. Thank you for attention, and we look forward to providing you with further updates in future. Thank you.

Thank you. This will conclude today's conference. You may disconnect at this time, and thank you for your participation.