Option Agreement, dated as of January 10, 2025, by and among Yu, the Yu Entities and the Company

Exhibit 10.3

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS EITHER (i) NOT MATERIAL, OR (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL

OPTION AGREEMENT

THIS OPTION AGREEMENT (this “Agreement”) is dated as of January 10, 2025

BY AND AMONG:

JIANG YU

10 Times Square

30^th Floor

New York, NY 10018

(the “Owner”)

MODULAR MICRO REACTOR TECHNOLOGIES INC. (f/k/a 1519188 B.C. Ltd.)

595 Howe Street, Suite 704, Box 35
Vancouver, British Columbia, V6C 2T5

(“MMR BC”)

MODULAR MICRO POWER INC (f/k/a 1519191 B.C. Ltd.)

595 Howe Street, Suite 704, Box 35
Vancouver, British Columbia, V6C 2T5

(“MMP BC”)

1520572 B.C. LTD.

595 Howe Street, Suite 704, Box 35
Vancouver, British Columbia, V6C 2T5

(“MMR Contracts BC”, and together with MMR BC and MMP BC, the “Companies” and each, a “Company”, and collectively with the Owner, the ‘Optionors”).

OF THE FIRST PART

AND:

NANO NUCLEAR ENERGY INC.

10 Times Square

30^th Floor

New York, NY 10018

(the “Optionee”)

OF SECOND PART

WHEREAS:

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the foregoing, and the respective representations, warranties, covenants, and agreements of the parties hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.1 The Optionors hereby jointly and severally grant to the Optionee, for a period beginning on the later of (i) the date of this Agreement and (ii) the receipt of the Canadian Assets upon obtaining the Canadian Consents (the “Option Start Date”), and ending on the five (5) year anniversary of the Option Start Date (such period, the “Option Period”), the sole and exclusive right (the “Option”), at the sole election of the Optionee, to acquire any of the foregoing, as selected by the Optionee (as selected, an “Acquisition”): (a) all or any portion of the shares of any or all of the Companies; (b) all or any portion of the general partnership interests of the Partnership; (c) all or any portion of the limited partnership interests of the Partnership; (d) all or any material portion of the assets and business of the Partnership (provided, that such asset sale shall not reasonably be expected to result in the Partnership becoming or remaining insolvent); or (e) all or any of the Canadian Contracts or the Partnership Demonstration Project rights owned by MMR Contracts BC (provided, that such asset sale shall not reasonably be expected to result in MMR Contracts BC becoming or remaining insolvent). The Optionee may exercise the Option at its sole discretion at any time during the Option Period by providing written notice thereof to the Optionors, subject to the payment of the Purchase Price as described below. To the extent that the Option is not exercised for all of the issued and outstanding shares of all three Companies, the Option may continue to be exercised by Optionee at any time during the Option Period in one or more additional exercises until the Optionee owns all of the issued and outstanding shares of all three Companies. Any Acquisition pursuant to the Option will be made free and clear of all liens, charges and encumbrances whatsoever (other than those imposed by applicable securities laws, the organizational documents of the issuer of any equity securities that are acquired or those incurred by the Optionee).

1.2 Upon any exercise of the Option, the Optionee will pay to the Owner an amount (the “Purchase Price”) equal to the sum of (a) US$1.00, plus (b) if the Acquisition is for (i) all or any portion of the shares of any or all of the Companies, the amount of equity capital contributions made by the Owner to the applicable Company or Companies during the Option Period for which the Purchase Price has previously not been paid pursuant to an earlier exercise of the Option, (ii) all or any portion of the partnership interests of the Partnership or all or any material portion of the assets of the Partnership, the amount of equity capital contributions made by the applicable Company to the Partnership during the Option Period for which the Purchase Price has previously not been paid pursuant to an earlier exercise of the Option or (iii) all or any of the Canadian Contracts or the Partnership Demonstration Project rights owned by MMR Contracts BC, the amount of equity capital contributions made by the Owner to MMR Contracts BC during the Option Period for which the Purchase Price has previously not been paid pursuant to an earlier exercise of the Option.

1.3 This Agreement is an option only, and is exercisable at the sole election and discretion of the Optionee.

1.4 To the extent that any consent or approval of, permit by, notice to or filing with, a third party, including any governmental or regulatory agency or body, is required in connection with the Acquisition, unless otherwise waived in writing by the Optionee, such Acquisition will be contingent upon obtaining such consent, approval or permit or making such notice or filing, and the Optionors will cooperate with Optionee and use their best efforts to obtain any such consent, approval or permit and make any such notice or filing (including using their best efforts to cause the Partnership and the respective officers, directors, employees, contractors and other agents and legal representatives of the Partnership and the Companies to cooperate and assist with such efforts).

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IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as of the day and year first above written.

{Signature Page to Canadian Option Agreement}

Schedule 1 to Option Agreement

Canadian Contracts