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Equity
12 Months Ended
Dec. 31, 2025
Equity  
Equity

5.Equity

a.Authorized
Unlimited number of common shares without par value.
Unlimited number of first preferred shares without par value.
Unlimited number of second preferred shares without par value.
b.Share & Warrants Issuances

Shares Issued to Stibnite Foundation:

On December 19, 2025, the Corporation issued 150,000 of the Corporation’s common shares having a value of $3.954 million to the Stibnite Foundation pursuant to the terms of the Community Agreement. See Note 9f for additional details.

ATM Offering:

On May 12, 2023, the Corporation entered into the Sales Agreement providing for the sale by the Corporation, from time to time, of the Corporation’s common shares having an aggregate gross offering price of up to $20.0 million (the “ATM Offering”). During the year ended December 31, 2024, the Corporation sold 1,834,104 common shares in exchange for proceeds of approximately $10.4 million, which is net of offering costs of approximately $0.6 million. The ATM Offering was not renewed for 2025.

November 2024 Public Offering:

On November 18, 2024, the Corporation entered into an underwriting agreement providing for the sale by the Corporation of 3,439,465 common shares, no par value, to the underwriters at a price of $10.17 per common share. Pursuant to the underwriting agreement, the Corporation granted the underwriters an option to purchase up to an additional 515,919 common shares within 30 days of the offering which the underwriters did not exercise. The sale of common shares issued in connection with the offering closed on November 20, 2024. Net proceeds received from this sale were approximately $33.2 million, which is net of offering costs of approximately $1.8 million.

June 2025 Public Offering and Private Placement of Common Shares

On June 11, 2025, the Corporation entered into an underwriting agreement providing for the sale by the Corporation of 22,728,000 common shares, no par value, to the underwriters at a price of $13.20 per common share. On June 12, 2025, the offering was upsized to 24,622,000 common shares at a price of $13.20 per share. Pursuant to the Underwriting Agreement, the Corporation granted the underwriters an option to purchase up to an additional 3,693,300 common shares within 30 days of the offering which the underwriters exercised on July 10, 2025. The sale of common shares issued in connection with the option closed on July 14, 2025. Net proceeds received from this sale were approximately $46.8 million, which is net of offering costs of approximately $2.0 million.

In connection with this offering, on June 10, 2025, the Corporation entered into a subscription agreement with Paulson pursuant to which the Corporation agreed to sell and issue, for aggregate gross proceeds of approximately $100 million, 7,575,757 common shares, no par value, of the Corporation at a price of $13.20 per common share (the “June Private Placement”). The Corporation received net proceeds from the June Private Placement of approximately $100 million. The aggregate gross proceeds received from the offering and June Private Placement were approximately $474 million. The June Private Placement closed on June 16, 2025.

October 2025 Private Placements of Common Shares and Warrants

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 $255 million (i) 10,944,205 common shares (the “October Private Placement Shares”), no par value, of the Corporation at a price of $23.30 per common share, 7,725,321 to Agnico Eagle and 3,218,884 to JPMorgan; and (ii) common share purchase warrants (the “October Warrants”) to purchase up to an aggregate of 4,053,408 common shares (collectively, the “October Private Placements”). The October Warrants were issued in three tranches, with one-third expiring on each of the first, second and third anniversaries of the closing date of the October Private Placements. The one-, two- and three-year warrants are exercisable at prices of $31.46, $34.95 and $38.45 per common share, respectively. The October 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 for a specified period and a registration statement covering the common shares issuable upon exercise of the October Warrants 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. The October Private Placement Shares were priced at $23.30 per common share, being the closing price of the Corporation’s common stock on Nasdaq on Friday, October 24, 2025. The October Private Placements closed on October 28, 2025.

October 2025 Public Offering of Common Shares and Concurrent Private Placement

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 at a price to the public of $24.25 per common share, for gross proceeds of approximately $71.2 million and net proceeds of approximately $67.9 million to the Corporation. In connection with this offering, 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 net proceeds to the Corporation of approximately $6.8 million. The offering closed on October 30, 2025, and the concurrent private placement closed on October 31, 2025.

November 2025 and December 2025 Private Placements of Common Shares and Warrants

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 approximately $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) common share purchase warrants (the “November Warrants”) to purchase up to an aggregate of 400,000 common shares (collectively, the “November Private Placement”). The November Warrants were issued in three tranches with one-third expiring on each of the first, second and third anniversaries of the closing date of the November Private Placement. The one-, two- and three-year warrants are exercisable at prices of $31.46, $34.95 and $38.45 per common share, respectively. The November Warrants were issued on substantially the same terms and conditions as the October Warrants. The November Private Placement closed on November 19, 2025.

On December 12, 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 gross proceeds of approximately $28.8 million (i) 1,000,000 common shares, no par value, of the Corporation at a price of $28.84 million per common share, and (ii) common share purchase warrants (the “December Warrants”) to purchase up to an aggregate of 370,000 common shares (collectively, the “December Private Placement”). The December Warrants were issued in three equal tranches, with the first tranche expiring on December 23, 2026, and the second and third tranches expiring on the second and third year anniversaries, respectively, of the closing date of the December Private Placement. The one-, two- and three-year December Warrants are exercisable at prices of $38.93, $43.26 and $47.59 per common share, respectively. The December Warrants were issued on substantially the same terms and conditions as the October Warrants and the November Warrants. The December Private Placement closed on December 18, 2025.

Private Placement of Common Shares to Hatch

On December 15, 2025, the Corporation entered into a subscription agreement with Hatch Ltd. (“Hatch”) pursuant to which the Corporation agreed to sell and issue in two tranches, for aggregate gross proceeds of approximately $4.0 million, 138,696 common shares, no par value, of the Corporation at a price of $28.84 per common share, which was the closing price of the common shares on Nasdaq on Friday, December 12, 2025. The first tranche was comprised of 69,348 common shares and closed on December 22, 2025, for proceeds of $2.0 million. The second tranche will be comprised of 69,348 common shares and issued as soon as practicable after the later of (x) the date the board of directors of the Corporation makes a final investment decision with respect to the Stibnite Gold Project; and (ii) the date the Corporation signs definitive documentation with respect to project financing.

Share Purchase Warrants

A summary of share purchase warrant activity for the years ended December 31, 2025 and 2024 is as follows:

Number of 

  ​ ​ ​

Weighted Average 

  ​ ​ ​

Warrants

  ​ ​ ​

Exercise Price

Balance, December 31, 2023

 

$

Balance, December 31, 2024

 

Warrants Issued

 

4,823,408

 

35.59

Balance, December 31, 2025

 

4,823,408

$

35.59

As of December 31, 2025, share purchase warrants outstanding and exercisable were 4,823,408, have a weighted average exercise price of $35.59, and have a remaining weighted average life of 1.84 years.

Number of 

Expiry date

  ​ ​ ​

Warrants

  ​ ​ ​

Price

October 28, 2026

1,351,136

$

31.46

December 1, 2026

 

133,333

31.46

December 23, 2026

 

123,333

38.93

October 28, 2027

 

1,484,469

34.95

December 18, 2027

 

123,333

43.26

October 28, 2028

 

1,484,470

38.45

December 18, 2028

 

123,334

 

47.59

Balance, December 31, 2025

 

4,823,408

$

35.59

c.Share-based compensation

On March 8, 2021, the Corporation adopted the Omnibus Equity Incentive Plan (the “Plan”) to provide the Corporation with share-related mechanisms to attract, retain and motivate qualified directors, employees and consultants of the Company and its subsidiaries, to reward such of those directors, employees and consultants as may be granted awards under this Plan by the Board from time to time for their contributions toward the long-term goals and success of the Corporation and to enable and encourage such directors, employees and consultants to acquire shares as long-term investments and proprietary interests in the Corporation. The Plan was approved by the Corporation’s shareholders on April 16, 2021. On May 16, 2024, the Corporation’s approved an amendment to the Plan to increase the aggregate number of common shares available for the grant of awards under the Plan.

The Plan allows for awards in the following forms: share purchase option, restricted share unit, performance share unit or deferred share unit. Under the terms of the Plan, as amended, the aggregate maximum number of shares that may be issued pursuant to awards granted under the Plan cannot exceed 8,280,530 shares. Shares delivered under the Plan can be: 1) authorized but unissued shares, 2) treasury shares, or 3) shares purchased on the open market or by private purchase.

Share-based compensation was recognized in the consolidated statements of operations as follows:

December 31, 

  ​ ​ ​

2025

  ​ ​ ​

2024

Exploration & pre-development

$

2,135

$

1,980

General and administration

 

1,726

 

1,917

Total

$

3,861

$

3,897

Share Purchase Options

The following table summarizes activity for share purchase options that vest over the required service period of the participant:

Weighted Average

  ​ ​ ​

Number of Options

  ​ ​ ​

 Exercise Price (C$)

Balance, December 31, 2023

 

1,665,750

$

9.54

Options expired

 

(350,875)

 

9.52

Options exercised

 

(619,375)

 

8.04

Balance, December 31, 2024

 

695,500

$

10.88

Options expired

 

(11,000)

 

6.20

Options exercised

 

(396,500)

 

11.22

Balance, December 31, 2025

 

288,000

$

10.59

The fair value of options granted is estimated at the time of the grant using the Black-Scholes option pricing model. The risk-free interest rate is based on the government security rate with an equivalent term in effect as of the date of grant. The expected option lives and volatility assumptions are based on historical data of the Company. No options were granted during the years ended December 31, 2025 and 2024.

During the years ended December 31, 2025 and 2024, the Company’s total share-based compensation from options was $nil and $nil, respectively.

As of December 31, 2025, share purchase options outstanding and exercisable were 288,000 and 198,000, have a weighted average exercise price of C$10.59 and C$11.26, respectively, and have a remaining weighted average life of 0.12 years and 0.08 years, respectively, with all outstanding options being exercised or expired during the first quarter of 2026. As of December 31, 2025, there was no unvested compensation associated with the share purchase options.

As of December 31, 2025, the intrinsic value of outstanding and exercisable share purchase options is $4.7 million and $3.2 million, respectively. During the years ended December 31, 2025 and 2024, the intrinsic value of share purchase options exercised was $3.0 million and $1.7 million, respectively.

Restricted Share Units

The following table summarizes activity for restricted share units (“RSUs”) awarded under the Plan that vest over the required service period of the participant.

  ​ ​ ​

  ​ ​ ​

Weighted Average

Grant Date

  ​ ​ ​

Share Units

 

Fair Value

Unvested, December 31, 2023

 

601,640

$

3.64

Granted

 

521,128

3.10

Distributed (vested)

 

(248,755)

3.76

Cancelled

 

(2,285)

3.72

Unvested, December 31, 2024

 

871,728

$

3.28

Granted

266,564

9.42

Distributed (vested)

(470,091)

3.58

Cancelled

(121,587)

4.68

Unvested, December 31, 2025

546,614

$

5.70

During the years ended December 31, 2025 and 2024, the Company awarded 266,564 RSUs (2024: 521,128 RSUs) with a weighted average grant date fair value of $9.42 per RSU (2024: $3.10) or approximately $2.5 million total (2024: $1.6 million). During the years ended December 31, 2025 and 2024, the fair value of RSUs distributed was $5.0 million and $1.1 million, respectively.

During the years ended December 31, 2025 and 2024, the Company has recognized $1.7 million and $1.5 million, respectively in compensation expense for Restricted Share Units. The Company expects to record an additional $1.1 million in compensation expense over the remaining vesting period related to these awards. Unvested units at December 31, 2025 are expected to vest as follows:

2026

  ​ ​ ​

332,490

2027

 

151,862

2028

62,262

Total

 

546,614

Pursuant to the terms of the Plan, unvested units will be forfeited by participants upon termination of employment in advance of vesting, with the exception of termination due to retirement if certain criteria are met, termination by the Company without cause and upon death or disability.

Performance Share Units

The following table summarizes activity for performance share units (“PSUs”) and market-based performance share units (“MPSUs”) awarded under the Plan that vest over the required service period of the participant:

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

Weighted Average

Share

Grant Date

Units

Fair Value

Unvested, December 31, 2023

 

546,583

 

$

6.35

Granted

 

515,502

4.81

Distributed

(1,395)

4.79

Cancelled

(3,247)

 

4.92

Unvested, December 31, 2024

 

1,057,443

 

$

5.61

Granted

193,481

13.56

Added by performance factor

246,318

6.99

Distributed

(687,081)

6.40

Cancelled

 

(177,269)

 

 

6.97

Unvested, December 31, 2025

 

632,892

 

$

7.34

During the years ended December 31, 2025 and 2024, the Company recognized $1.8 million and $2.0 million respectively, in compensation expense related to PSUs and MPSUs. The Company expects to record an additional $1.8 million in compensation expense over the next 2.0 years. During the years ended December 31, 2025 and 2024, the fair value of PSUs distributed was $7.1 million and $0.1 million, respectively.

The PSUs and MPSUs are expected to vest as follows:

2026

  ​ ​ ​

351,746

2027

 

153,226

2028

 

115,920

2029

12,000

Total

 

632,892

Pursuant to the terms of the Plan, unvested units will be forfeited by participants upon termination of employment in advance of vesting, with the exception of termination due to retirement if certain criteria are met, termination by the Company without cause and upon death or disability.

PSUs: These PSUs vest upon completion of the performance period and specific performance conditions set forth for each individual grant for individually defined reporting and operating measurement objectives. The Company determines the factor to be applied to that target number of PSUs, with such percentage based on level of achievement of the performance conditions. Upon the achievement of the conditions, any unvested PSUs become fully vested.

During the year ended December 31, 2025, PSUs awarded had a weighted average grant date fair value of $24.27 per PSU, or $0.4 million in total. During the year ended December 31, 2024, PSUs awarded had a weighted average grant date fair value of $4.23 per PSU, or $0.5 million.

MPSUs: During the years ended December 31, 2025 and 2024, the Company granted MPSUs where vesting is based on the Company’s cumulative total shareholder return (“TSR”) as compared to the constituents that comprise the VanEck Junior Gold Miners ETF (“GDXJ Index”) a group of similar junior gold mining companies, over a three year period (the “Performance Period”). The ultimate number of MPSUs that vest may range from 0% to 200% of the original target number of shares depending on the relative achievement of the TSR performance measure at the end of the Performance Period. Because the number of MPSUs that are earned will be based on the Company’s TSR over the Performance Period, the MPSUs are considered subject to a market condition. Compensation cost is recognized ratably over the Performance Period regardless as to whether the market condition is actually satisfied; however, the compensation cost will reverse if an employee terminates prior to satisfying the requisite service period.

During the year ended December 31, 2025, the Company awarded 176,481 MPSUs (2024: 389,502 MPSUs) that had a weighted grant date fair value of $12.53 (2024: $5.00) per MPSU or approximately $2.2 million (2024: $1.9 million) in total. The grant date fair value of MPSUs was estimated using a Monte Carlo simulation model. Assumptions and estimates utilized in the model include expected volatilities of the Corporation’s stock price and the GDXJ Index, the Company’s risk-free interest rate and expected dividends. The probabilities of the actual number of MPSUs expected to vest and resultant actual number of common shares expected to be awarded are reflected in the grant date fair values of the various MPSU awards. The per MPSU grant date fair value for the market condition was based on the following variables:

  ​ ​ ​

2025

  ​ ​ ​

2024

Grant date fair value

$

12.53

$

5.00

Risk-free interest rate

4.15

%

4.38

%

Expected term (in years)

3.0

3.0

Expected stock price volatility

55.16

%

57.36

%

Expected dividend yield

The expected volatility utilized is based on the historical volatilities of the Corporation’s common shares and the GDXJ Index in order to model the stock price movements. The volatility used was calculated over the most recent three year period. The risk-free interest rates used are based on the implied yield available on a U.S. Treasury zero-coupon bill with a term equivalent to the Performance Period. The expected dividend yield of zero was used since it is the mathematical equivalent to reinvesting dividends in each issuing entity over the Performance Period.

Deferred Share Units

The following table summarizes activity for deferred share units (“DSUs”) awarded under the Plan that vest on the date of grant and settle upon the participant’s separation from service:

 

Weighted Average 

  ​ ​ ​

Share Units

  ​ ​ ​

Grant Date Fair Value

Outstanding, December 31, 2023

 

226,574

$

3.68

Granted

 

115,107

 

4.01

Outstanding, December 31, 2024

341,681

$

3.79

Granted

 

36,360

 

11.24

Distributed

(30,783)

3.46

Outstanding, December 31, 2025

 

347,258

$

4.60

Under the Plan, the Company may issue DSUs to non-employee directors. During the years ended December 31, 2025 and 2024, 36,360 and 115,107 shares, respectively, with a grant date fair value of $0.4 million and $0.5 million, respectively, were granted to the non-employee directors and the related compensation expense was charged to directors’ fees in the consolidated statements of operations. During the years ended December 31, 2025 and 2024, the fair value of DSUs distributed was $0.3 million and $nil, respectively.