Spring Valley Acquisition Corp II to merge with Eagle Energy Metals Corp; $233.5M equity value, $29.7M PIPE

Spring Valley Acquisition Corp. II

Aggregate Merger Consideration of 23,350,000 shares; implied equity value $233.5M at $10.00/sh.
Accredited investor to purchase $29.7M of Series A Preferred (12% PIK dividend) and warrants for 2.5M shares at $12.00.
Sponsor retains only 3.1M shares and 7M private warrants after Closing; working capital loans convert to warrants at $1.00.
Earnout of 1.5M shares if stock VWAP >= $16 for 20/30 trading days within 5 years post-Closing.
Closing subject to stockholder approvals, HSR clearance, and Nasdaq listing; must close by Oct 17, 2025.

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