TIMBERLINE ACQUISITION

9 Months Ended

Sep. 30, 2024

TIMBERLINE ACQUISITION

TIMBERLINE ACQUISITION

NOTE 17 TIMBERLINE ACQUISITION

On August 19, 2024, the Company completed the acquisition of Timberline. The acquisition of Timberline expands the Company’s existing portfolio of exploration-stage Mineral Property Interests in Nevada.

The Company accounted for the acquisition of Timberline as an asset acquisition, according to ASC 805 – Business Combinations.

Consideration transferred to acquire Timberline was measured at fair value and includes direct acquisition-related expenses. Pursuant to the Agreement and Plan of Merger, the Company issued 1,839,306 common shares with a fair value of $18.3 million and 205,349 warrants with a fair value of $0.9 million as part of the consideration. Additionally, outstanding notes payable amounting to $1.9 million were settled and included in the consideration. The Company’s previously held 3.3% equity interest was measured at a fair value of $0.6 million and included in consideration.

The following table summarizes the purchase price and the estimated fair value of assets acquired and liabilities assumed on August 19, 2024:

	Fair value
	August 19, 2024
Purchase price:
Common shares	$	18,301
Warrants		913
Direct acquisition costs		52
Previously held equity interest		563
Notes receivable		1,897
	$	21,726

	Fair value
	August 19, 2024
Identifiable assets acquired and liabilities assumed:
Cash and cash equivalents	$	603
Prepaid and other current assets		64
Mineral property interests		22,369
Restrictive time deposits		529
Accounts payable and accrued liabilities		(477)
Asset retirement obligation		(256)
Deferred income tax liability		(1,106)
	$	21,726