TIMBERLINE ACQUISITION

12 Months Ended

Dec. 31, 2024

TIMBERLINE ACQUISITION

TIMBERLINE ACQUISITION

NOTE 20 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 acquired 100% of Timberline’s outstanding equity interests.

The transaction was accounted for as an asset acquisition, as substantially all of the fair value of the assets acquired was concentrated in mineral property interests. Timberline was considered a variable interest entity that was not a business due to insufficient equity at risk. The Company, as the primary beneficiary and accounting acquirer, consolidated Timberline on the acquisition date.

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 estimated fair value of assets acquired and liabilities assumed on August 19, 2024:

	Fair Value
	August 19, 2024
Purchase price:
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