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Subsequent Events | 9 Months Ended
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Sep. 30, 2025
Subsequent Events |
Subsequent Events | 9. Subsequent Events a. Financial Assurance ​ In connection with the conditional Notice to Proceed from the USFS for the Stibnite Gold Project, which required the Company to post joint construction phase financial assurance bonding agreed to by the USFS, Idaho Department of Lands (“IDL”), and U.S. Army Corps of Engineers (“USACE”), the Company entered into multiple related financial agreements as described below to satisfy the financial assurance requirements necessary to commence construction. ​ On October 17, 2025, the Company, as principal, and Endurance Assurance Corporation (“Endurance”), a subsidiary of Sompo International, as surety, posted a joint reclamation performance bond for the Project’s construction phase in the penal sum of $139,024,637 (the “Surety Bond”) in favor of the United States (acting by and through the USFS as obligee) and the State of Idaho (acting by and through the IDL as co-obligee). The Surety Bond will remain in place until all reclamation obligations subject thereto have been fully performed or until the Company files, and the USFS and IDL accept replacement financial assurance. The Surety Bond carries a 1.5% annual fee, and includes covenants, reporting requirements, collateral maintenance, and event of default provisions. ​ In connection with the Surety Bond, the Company entered into an indemnity agreement (“Indemnity Agreement”) with Endurance, Endurance American Insurance Company, Lexon Insurance Company, and Bond Safeguard Insurance Company (collectively, the “Surety”), all of which are subsidiaries of Sompo International. Under the Indemnity Agreement and the accompanying Disturbed Acres and Minimum Liquidity Rider (collectively, the “Indemnity Agreement”), the Company is contingently liable to fully indemnify and reimburse the Surety for any losses, costs, expenses, fees, interest, and premiums incurred in connection with (i) the execution of any bond undertaken between the Company and the Surety, (ii) as a result of the Company failing to perform or comply with the covenants and conditions of Indemnity Agreement, and (iii) enforcing any of the covenants and conditions of the Indemnity Agreement. The maximum potential undiscounted liability of the Company under the Indemnity Agreement is the full amount of the Surety Bond (approximately $139 million), plus all related costs and fees. These obligations are contingent unless triggered by breach or claim, at which point the liability becomes direct. ​ As collateral for the Surety Bond, on October 15, 2025, The Bank of Nova Scotia (the “Bank”) issued an irrevocable standby letter of credit for up to $35 million in favor of the Surety as beneficiaries (the “Letter of Credit”), for the account of the Company. The Letter of Credit expires one year from issuance, and is automatically extended unless notice of non-extension is provided at least sixty days prior to expiry. The Letter of Credit was issued pursuant to a credit facility agreement between the Bank and the Company, effective as of October 15, 2025 (the “Credit Facility”), which provides for up to $39.5 million in standby letters of credit and guarantees and is secured by a deposit of $40.5 million in cash. The Credit Facility carries a 1% annual fee, and includes covenants, reporting requirements, collateral maintenance, and event of default provisions. ​ b. Equity Offerings ​ Private Placements ​ On October 27, 2025, the Corporation entered into subscription agreements with Agnico Eagle and JPMorgan, respectively, pursuant to which the Corporation agreed to sell and issue, for aggregate gross proceeds of US$255 million (i) 10,944,205 common shares, no par value, of the Corporation at a price of US$23.30 per common share, 7,725,321 to Agnico Eagle and 3,218,884 to JPMorgan; and (ii) common share purchase warrants (the “Warrants”) to purchase up to an aggregate of 4,053,408 common shares at the prices and on the terms and conditions set forth therein and described below (the “Private Placements”). The Private Placements closed on October 28, 2025. The terms of the Warrants are set forth in warrant certificates delivered at closing and entitle Agnico Eagle and JPMorgan to acquire 2,861,229 and 1,192,179 common shares, respectively (the “Warrant Shares”). Each investor’s Warrants were issued in three tranches, with one-third expiring on each of the first, second and third anniversaries of the closing date. The one-, two- and three-year Warrants will be exercisable at prices of $31.46, $34.95 and $38.45 per common share, respectively. The Warrants are subject to repurchase by the Corporation if the closing price of the common shares exceeds 130% of the respective exercise prices of each tranche of Warrants for a specified period and a registration statement covering the Warrant Shares is effective. The warrant certificates contain customary adjustment provisions in connection with, among other things, (i) share splits and distributions, (ii) rights offerings and (iii) certain events involving a capital reorganization, reclassification, combination or merger of the Corporation. On November 14, 2025, the Corporation entered into a subscription agreement with a private, non-affiliated investor pursuant to which the Corporation agreed to sell and issue, for aggregate gross proceeds of $24.3 million (i) 1,000,000 common shares, no par value, of the Corporation at a price of $24.25 per common share, and (ii) Warrants for an aggregate issue price of $1.00, which Warrants are exercisable to purchase up to an aggregate of 400,000 common shares to be issued in three tranches on substantially the same terms and conditions as the Warrants issued in the Private Placements. This transaction is expected to close on or about November 19, 2025. Public Offering On October 28, 2025, the Corporation entered into an underwriting agreement with BMO Capital Markets Corp., as representative of the several underwriters named therein, pursuant to which the Corporation agreed to issue and sell an aggregate of 2,938,000 common shares of the Corporation in the United States (the “Offering”) at a price to the public of $24.25 per share, for gross proceeds of $71.2 million and net proceeds to the Corporation of $67.9 million. Agnico Eagle exercised its pro rata participation right with respect to the Offering in a concurrent private placement at the public offering price of the Offering which resulted in the issuance of an additional 280,415 common shares for proceeds to the Corporation of $6.8 million (the “Concurrent Private Placement”). The Offering closed on October 30, 2025, and the Concurrent Private Placement closed on October 31, 2025.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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