NOTE 19 ACQUISITIONS

Acquisition of Lexam VG. Gold Inc.

On April 26, 2017, the Company completed the acquisition of 100% of the issued and outstanding common shares of Lexam by way of an Arrangement Agreement dated February 13, 2017 and related Plan of Arrangement (the “Arrangement”). Pursuant to the Arrangement, each common share of Lexam was exchanged for 0.056 of a common share of the Company and each option to purchase a common share of Lexam was exchanged for a replacement option entitling the holder to acquire 0.056 share of the Company’s common stock.

The Company’s total purchase price of $39.2 million was comprised of 12,687,035 common shares issued from treasury valued at $3.00 per share, share replacement awards of $0.1 million and transaction costs totaling $1.0 million. The Lexam acquisition was accounted for as an asset acquisition and transaction costs associated with the acquisition were capitalized to the mineral property interests acquired, consistent with the Company’s mineral property interests accounting policy.

The following table sets out the allocation of the purchase price to assets acquired and liabilities assumed, based on management’s estimates of relative fair value:


Total purchase price:
Common shares issued for acquisition	$	38,141
Transaction fees incurred		1,017
	$	39,158
Fair value of assets acquired and liabilities assumed:
Mineral property interests	$	41,595
Cash and cash equivalents		177
Other current assets		86
Other assets		312
Accounts payable and accrued liabilities		(288)
Reclamation obligations		(570)
Deferred income tax liabilities		(2,154)
	$	39,158

The mineral property interests acquired include a 100% interest in the Buffalo Ankerite, Fuller and Davidson-Tisdale prospects and a 61% interest in the Paymaster prospect all located in Timmins, Ontario. The remaining 39% interest in the Paymaster property is held by Goldcorp Inc., a joint venture partner. Certain properties are also subject to a net profit interest (“NPI”) in the 10% to 20% range, payable to an unrelated third party.

Acquisition of Black Fox Complex

On August 25, 2017, the Company entered into an Asset Purchase Agreement (the “APA”) with Primero Mining Corp. (“Primero”), whereby the Company, through its wholly-owned subsidiary, purchased and assumed the Purchased Assets and Assumed Liabilities as defined within the APA related to the Black Fox Complex for total cash consideration of $27.5 million, which is the purchase price of $35.0 million less closing adjustments. The Black Fox Complex includes the Black Fox mine site, mill, property, plant and equipment and adjacent exploration properties located in Township of Black River-Matheson, Ontario, Canada. The Company concluded that the acquired assets and assumed liabilities constitute a “business” under U.S. GAAP and accordingly, the acquisition was accounted for as a business combination rather than an asset acquisition. The transaction was completed on October 6, 2017.

Fair value measurements of assets acquired and liabilities assumed were made during the fourth quarter of 2017. There were no changes in the fair value measurements when the company finalized its fair value analysis in the third quarter of 2018.

The following table summarizes the amounts assigned to the assets acquired and liabilities assumed as of the acquisition date:


Total purchase price:
Purchase price	$	35,000
Adjustments to purchase price		(7,500)
	$	27,500
Fair value of assets acquired and liabilities assumed:
Cash	$	249
Accounts Receivable		470
Prepaids		63
Inventory		4,704
Mineral Property Interests		8,954
Plant and Equipment		33,683
Accounts Payable		(5,247)
Accrued Liabilities		(3,213)
Short term capital lease liability		(557)
Asset retirement obligation		(11,233)
Long term capital lease liability		(172)
Deferred tax liability		(201)
Net assets acquired in acquisition	$	27,500

The Company recognized $1.3 million of acquisition-related costs associated with the acquisition of the Black Fox Complex. These costs were expensed and were included in general and administrative costs in 2017.