• - Commercial framework identifies NANO Nuclear as Tillman's preferred nuclear technology provider; Parties targeting 2 gigawatts ("GW") or more of advanced nuclear capacity by the mid-2030s and 6 GW or more by 2040
• - Framework also includes fully milestone-vesting warrants for Tillman to purchase up to $100 million of NANO Nuclear Energy common stock, with a majority of the warrants vesting upon future binding reactor purchase commitments and a portion vesting upon achievement of key project-development milestones

The framework identifies NANO Nuclear as Tillman's anticipated preferred nuclear technology provider and establishes a structure for the parties to collaborate on the evaluation and development of nuclear generation opportunities across Tillman's growing U.S. data-center pipeline, with a parallel opportunity to expand to certain international markets.

In connection with the proposed collaboration, the parties are targeting 2 GW or more of advanced nuclear capacity by the mid-2030s and 6 GW or more by 2040, subject to general and site-specific definitive agreements, customer commitments, financing, regulatory approvals and other project requirements.

Tillman, a global firm that develops, owns, and scales large-scale digital and energy infrastructure, is advancing a multi-state pipeline of planned AI industrial zones in the U.S. designed to support gigawatt-scale power requirements from anticipated hyperscale and AI tenant customers. As part of its power-first development strategy, Tillman evaluates sites for their ability to accommodate multiple sources of generation and intends to reserve the space to integrate advanced nuclear power as a medium- to long-term source of reliable, baseload generation.

Figure 1 - NANO Nuclear and Tillman Digital Gateway Sign Strategic Commercial Framework to Advance Nuclear Power for Gigawatt-Scale U.S. AI Industrial Zones

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Under the framework, NANO Nuclear and Tillman intend to collaborate across the nuclear project-development lifecycle, including site evaluation and diligence, licensing and development planning, customer engagement and project deployment. The contemplated structure would combine Tillman's infrastructure development, project financing and power-development capabilities with NANO Nuclear's advanced reactor technology, nuclear licensing capabilities and integrated approach to the nuclear fuel cycle.

Combining Complementary Infrastructure and Nuclear Capabilities

Tillman and its affiliated companies have significant experience developing, financing, owning and operating large-scale digital and energy infrastructure, including U.S. cell towers, fiber infrastructure, in-building connectivity systems and electric vehicle charging infrastructure, and have secured approximately $16 billion of capital since inception. Tillman is leveraging this experience for the development of power-first AI infrastructure designed to address the scale, reliability and speed-to-market requirements of next-generation computing customers.

NANO Nuclear is developing its KRONOS MMR Energy System, a 15 MWe High-Temperature Gas-Cooled Reactor designed to support modular and phased deployment. The parties believe the technology's modular architecture is particularly well-suited for staged deployment at large-scale data-center campuses as nuclear generation becomes available over the medium and long term.

"Power availability is becoming one of the defining constraints on the continued expansion of AI infrastructure, and addressing this challenge will require both near-term execution and long-term planning," said James Walker, Chief Executive Officer of NANO Nuclear Energy. "This framework represents a milestone in our future customer acquisition strategy, as Tillman brings deep infrastructure-development capabilities, access to capital and relationships across the technology ecosystem, together with a power-first approach to developing the next generation of AI campuses. By planning for nuclear at the earliest stages of site development, we believe we can establish a practical pathway to introduce reliable, baseload power as these campuses scale."

"For NANO Nuclear, this framework represents an important potential commercialization pathway that connects our technology with an anticipated multi-gigawatt-site pipeline of power demand," said Jay Yu, Founder and Chairman of NANO Nuclear Energy. "Importantly, the structure is intended to align both organizations around measurable project-development and commercial milestones as individual opportunities progress. We believe combining Tillman's infrastructure-development capabilities with our nuclear technology, regulatory licensing pathway and deployment model can create a scalable foundation for future nuclear-powered AI infrastructure."

"Meeting the extraordinary power requirements of next-generation AI infrastructure requires us to plan not only for what our campuses need today, but for the resilient, scalable power architecture they will require for decades to come," said Sachit Ahuja, Co-President of Tillman Global Holdings. "We view NANO Nuclear as an emerging leader in advanced nuclear whose progress to date, commercially focused strategy and modular technology platform make it a compelling potential solution for our medium- and long-term power requirements. This framework combines Tillman's infrastructure-development platform and relationships with large-scale technology customers and NANO Nuclear's advanced nuclear capabilities, creating a pathway to benefit from the integration of nuclear generation into future Tillman campuses as our portfolio expands."

Potential Multi-Gigawatt Deployment Pathway

As part of the proposed collaboration, the parties are targeting 2 GW or more of advanced nuclear capacity by the mid-2030s, with a longer-term objective of 6 GW or more by 2040 across Tillman projects. The parties are also evaluating opportunities to extend their collaboration to select international markets where Tillman or its affiliates are developing or evaluating large-scale digital infrastructure.

Key Elements of the Proposed Framework

Preferred nuclear technology relationship: The framework identifies NANO Nuclear as Tillman's proposed preferred nuclear technology provider for potential advanced nuclear energy deployments across Tillman's planned U.S. AI industrial zones.

Joint project development: Tillman and NANO Nuclear intend to evaluate candidate sites for future nuclear energy deployment and collaborate on site diligence, development and licensing planning, customer engagement and project structuring as individual opportunities advance.

IPP-style deployment model: For qualifying projects, the parties contemplate an independent-power-producer-style structure under which Tillman or its affiliates would finance, develop and own project power infrastructure and NANO Nuclear would develop, support operations, and supply the reactors and fuel, with specific commercial arrangements to be negotiated on a project-by-project basis.

Milestone-Based Warrant Arrangement and $5 Million Initial Equity Grant: The framework contemplates the proposed issuance to Tillman of fully milestone-vesting warrants to purchase up to $100 million of NANO Nuclear common stock. A majority of the warrants would vest only upon future binding reactor purchase commitments. The remaining portion of the warrants would vest only upon achievement of specified project-development milestones.

The framework also contemplates an initial restricted common stock grant to Tillman with a notional value of $5 million, a portion of which would vest upon execution of definitive equity grant agreements, with the substantial majority vesting only upon achievement of specified project-development milestones.

Project-level equity participation: The framework also contemplates potential rights for NANO Nuclear to participate alongside Tillman in a portion of the equity of certain project-level entities associated with future nuclear generation and corresponding data-center development once qualifying nuclear projects reach specified development milestones. Any such participation is subject to separately negotiated project-specific terms and definitive agreements.

All of the foregoing terms remain subject to evolution based on the preparation and execution of definitive documentation.

NANO Nuclear is being advised on the transaction by EAS Advisors LLC, acting through Odeon Capital Group LLC.

About Tillman Global Holdings
Tillman Global Holdings is a U.S.-based holding company that builds and scales leading businesses in essential digital and energy infrastructure. Founded in 2013 by Sanjiv Ahuja, the firm operates with a long-term, operator-led approach, leveraging deep expertise and disciplined capital allocation to address evolving customer and connectivity needs. Tillman applies its hands-on management model to create robust infrastructure platforms that support economic growth and deliver long-term value across the territories in which it operates.

Tillman's current portfolio companies operate premier fiber networks, mobile tower platforms, hyperscale data centers, in-building connectivity systems, and energy infrastructure. For more information, visit tillmanglobal.com.

About NANO Nuclear Energy, Inc.
NANO Nuclear Energy Inc. (NASDAQ: NNE) is a North American advanced technology-driven nuclear energy company seeking to become a commercially focused, diversified, and vertically integrated company across five business lines: (i) cutting edge portable and other microreactor technologies, (ii) nuclear fuel supply chain, (iii) nuclear fuel transportation, (iv) nuclear applications for space and (v) nuclear industry consulting services.

Led by a world-class nuclear engineering team, NANO Nuclear's reactor products in development include the proprietary KRONOS MMR™ Energy System, a stationary high-temperature gas-cooled reactor that is in construction permit pre-application engagement U.S. Nuclear Regulatory Commission (NRC) in collaboration with University of Illinois Urbana-Champaign, "ZEUS", a portable solid core battery reactor, and the space focused, portable LOKI MMR™, each representing advanced developments in energy solutions that are portable, on-demand capable, advanced nuclear microreactors.

Advanced Fuel Transportation Inc. (AFT), a NANO Nuclear subsidiary, bolstered by the May 2026 acquisition of Secured Transportation Services (STS), is led by former executives from the largest transportation company in the world and provides nuclear engineering and materials transport services in the U.S. and globally. Through NANO Nuclear, AFT is the exclusive licensee of a patented high-capacity HALEU fuel transportation basket developed by three major U.S. national nuclear laboratories and funded by the Department of Energy.

HALEU Energy Fuel Inc. (HEF), a NANO Nuclear subsidiary, is focusing on the future development of a domestic source for a High-Assay, Low-Enriched Uranium (HALEU) fuel fabrication pipeline for NANO Nuclear's own microreactors as well as the broader advanced nuclear reactor industry.

NANO Nuclear Space Inc. (NNS), a NANO Nuclear subsidiary, is exploring the potential commercial applications of NANO Nuclear's developing micronuclear reactor technology in space. NNS is focusing on applications such as the LOKI MMR™ system and other power systems for extraterrestrial projects and human sustaining environments, and potentially propulsion technology for long haul space missions. NNS' initial focus will be on cis-lunar applications, referring to uses in the space region extending from Earth to the area surrounding the Moon's surface.

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Cautionary Note Regarding Forward-Looking Statements

This news release and statements of NANO Nuclear's management and collaborators in connection with this news release contain or may contain "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. In this context, forward-looking statements mean statements related to future events, which may impact our expected future business and financial performance, and often contain words such as "contemplated", "expects", "anticipates", "intends", "explore," "plans", "aim," "goal," "believes", "potential", "will", "should", "could", "would" or "may" or derivations of these words and other words of similar meaning about the future, although these are not the exclusive terms that denote forward-looking statements. In this press release, forward-looking statements include those relating to (i) the Company's potential commercial collaboration with Tillman, which is presently only subject to a non-binding written framework and remains subject to the preparation, negotiation and execution of both general and project specific definitive agreements and (ii) the Company's and Tillman's business and operational development plans in general. These and other forward-looking statements are based on information available to us as of the date of this news release and represent management's current views and assumptions. Forward-looking statements are not guarantees of future performance, events or results and involve significant known and unknown risks, uncertainties and other factors, which may be beyond our control. For NANO Nuclear, particular risks and uncertainties that could cause our actual future results to differ materially from those expressed in our forward-looking statements include but are not limited to, the risk that the Company and Tillman may never advance beyond the exploratory stage and reach definitive documentation (on the terms set forth herein, or at all) or an actual investment by Tillman in the Company, as well as the following: (i) risks related to our U.S. Department of Energy ("DOE"), U.S. Nuclear Regulatory Commission ("NRC"), Canadian Nuclear Safety Commission ("CNSC") or related state or other U.S. or non-U.S nuclear licensing submissions, (ii) risks related the development of new or advanced technology and the acquisition of complementary technology or businesses, including difficulties with design and testing, cost overruns, regulatory delays, integration issues and the development of competitive technology, (iii) our ability to obtain key vendor, technology and customer contracts and the significant funding necessary to execute on our business plan, (iv) risks related to uncertainty regarding our ability to technologically develop and commercially deploy a competitive advanced nuclear reactor or other technology in the timelines we anticipate, if ever, (v) risks related to the impact of U.S. and non-U.S. government regulation, policies and licensing requirements, including by the DOE, and the NRC, including those associated with the recently enacted ADVANCE Act and the May 23, 2025 Executive Orders seeking to streamline nuclear regulation, and (vi) similar risks and uncertainties associated with the operating a developing business a highly regulated, competitive and rapidly evolving industry, including that our plans may change and we may use our cash on hand faster or in different ways than anticipated as our business requires. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this news release. These factors may not constitute all factors that could cause actual results to differ from those discussed in any forward-looking statement, and NANO Nuclear therefore encourages investors to review other factors that may affect future results in its filings with the SEC, which are available for review at www.sec.gov and at https://ir.nanonuclearenergy.com/financial-information/sec-filings. Accordingly, forward-looking statements should not be relied upon as a predictor of actual results. We do not undertake to update our forward-looking statements to reflect events or circumstances that may arise after the date of this news release, except as required by law.