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Aquila Acquisition

12 Months Ended

Dec. 31, 2022

23. Aquila Acquisition

On December 10, 2021, the Company completed the Definitive Arrangement Agreement, pursuant to which GRC acquired all of the issued and outstanding common shares of Aquila Resources Inc. (the "Acquisition").

Under the terms of the Acquisition, each holder of Aquila common shares (a “Shareholder”) received 0.0399 of GRC common share per Aquila share. Aquila had 343,725,063 issued and outstanding common shares immediately prior to the consummation of the Acquisition. GRC issued 13,714,630 shares for a total value of $24.5 million. The value of GRC stock issued as consideration was based upon the closing share price of $1.79 per share on December 10, 2021. The total purchase price consideration of $29.1 million was comprised of the common stock issued at a value of $24.5 million and cash paid for certain transactions costs totaling $4.6 million.

The Company considered the appropriate accounting treatment with regards to ASC 805 Business Combinations and determined it was appropriate to account for this transaction as an asset acquisition. This determination was made as the Back Forty Project, as a single asset, made up more than 90% of the acquired assets, and there were no significant outputs or substantive processes. The following table summarizes the allocation of the purchase price to the assets acquired and liabilities assumed as of the date of acquisition (in thousands):


AQUILA ACQUISITION		As of December 10, 2021
Consideration:
Cash Consideration, including transaction costs	$	4,571
Stock Consideration (13,714,630 shares at $1.79 per share)		24,549
Total Consideration:	$	29,120

Value of net assets acquired:
Assets:
Cash and cash equivalents	$	2,208
Accounts receivable		142
Promissory Note		3,885
Prepaid expenses		29
Security deposits		27
Property, plant and mine development		89,579
Total Assets	$	95,870
Liabilities:
Accounts payable and accrued liabilities	$	3,314
Leases payable - current		127
Exploration reclamation liability		611
Gold and silver stream agreements		42,421
Contingent consideration		4,603
Leases payable - long term		205
Deferred tax liability		15,469
Total Liabilities	$	66,750
Total net assets:	$	29,120

The deferred tax liability assumed that an Internal Revenue Code Section 338(g) election (“338(g) election”) would not be made to step up the tax basis of the Back Forty Project to the book basis. After further evaluation, in September 2022, management did not make the 338(g) election.