Will NexGen's fully diluted share count exceed 750M shares by December 31, 2026?

Current shares: ~661M. Threshold: 750M. That's ~89M additional shares, or ~13% dilution. Sources of dilution: (1) SBC vesting at C$38.2M/year — at current prices (~C$15/share), this adds ~2.5M shares/year, far short of the 89M gap. (2) Convertible debenture conversion: US$360M in converts — if triggered, could add tens of millions of shares depending on conversion prices. (3) New equity raise: If NexGen raises equity as part of the C$1.1B financing package, even a C$500M raise at current prices adds ~33M shares. SBC alone won't reach 750M in 2026. A material equity raise combined with some convert exercises would be needed. Given the financing gap, an equity raise is likely but the timing and magnitude are uncertain.

The question is about 'fully diluted share count' which includes convertible securities and warrants. The US$360M convertible debentures, depending on conversion terms, could already push the fully diluted count higher than the basic outstanding count. If the conversion prices are below the current market price, these shares are already 'in the money' and would be counted in fully diluted shares. The 2023 converts (US$110M) may have lower conversion prices than the 2024 converts (US$250M). Without exact conversion prices, it's uncertain whether the current fully diluted count is already above 700M. SBC options and warrants also add to fully diluted count. A new equity raise of any size could push past 750M.

The 2025 equity raise of C$950M demonstrated management's willingness to issue shares. The C$1.1B funding gap creates a strong incentive for another equity raise. If stock price remains elevated ($11+ USD), the dilution quantum is more manageable. The question is whether a raise happens in 2026 (which depends partly on CNSC approval timing) or 2027. Given management's 'now to 18 months' financing timeline and the need to demonstrate financial readiness concurrent with construction start, an equity component is probable within 2026. Combined with SBC vesting and potential convert exercises, exceeding 750M is modestly more likely than not.

The fully diluted count likely already includes some convert shares and SBC options, potentially putting the starting point above 700M. The remaining gap to 750M could be closed by: any equity raise (even modest), convert exercises if stock rises, or accelerated SBC vesting. The probability is near coin-flip because the financing timeline is uncertain — if management executes financing in H1 2027 rather than 2026, dilution may not reach the threshold within the resolution window.

This market is closely correlated with the financing market. If financing is announced in 2026 (32% probability), it likely includes equity and pushes past 750M. Even without a formal financing announcement, ongoing SBC, option exercises, and potential ATM programs contribute to share creep. The question specifies 'as reported in any filing or press release' — quarterly reports could capture gradual increases. The 750M threshold is aggressive but achievable given the starting point and the structural pressure toward dilution from a zero-revenue company that needs C$1.1B more.

Without knowing the exact conversion prices of the debentures and the current option/warrant pool, the starting fully diluted count is uncertain. If fully diluted is already 720M+, the probability is much higher (minor SBC vesting could push past 750M). If fully diluted is closer to 680M, a material raise is needed. The range of outcomes is wide, making this a low-confidence estimate. The base case is probably 'not quite' — financing likely extends into 2027, and gradual SBC doesn't bridge a 70-90M share gap.

C$1.1B funding gap will likely require equity. The 2025 raise shows management willingness. SBC at C$38.2M/year adds shares gradually. Converts could exercise if stock rises. Overall: slightly below coin-flip because financing may extend into 2027.

The gap from 661M to 750M is 89M shares. At current prices that's roughly C$1.3B in equity value. An equity raise of C$500M-700M would add 30-50M shares at current prices, plus SBC and option exercises add another 5-10M over 9 months. Still short of 89M unless the fully diluted starting point includes in-the-money converts. Slightly below 50% probability.

The fully diluted count may already be closer to 720-730M when including in-the-money converts and vested options. From that base, SBC vesting plus any equity raise could push past 750M. Low confidence because the starting fully diluted count is the critical unknown.