3. Asset Acquisition

Effective March 17, 2025 the Company closed the acquisition of Zunz S.A. with an unrelated party. In consideration, the Company paid $25 million cash up front and will pay the remaining purchase price of $31 million over six months.  The consideration paid also includes transaction costs of $692 and cash advanced by the Company after January 28, 2025. During the period ended June 30, 2025, the Company made three instalment payments on the acquisition loan payable and at June 30, 2025, $15.5 million remained outstanding (March 31, 2025 - $31 million).

The Company determined that this transaction is an asset acquisition as the assets acquired did not constitute a business as defined by ASC 805. The following table summarizes the consideration transferred, the estimated fair value of the identifiable assets acquired, and liabilities assumed as the date of the acquisition:

		March 31, 2025
Cash paid	$	25,000
Acquisition loan payable		31,000
Cash advance		7,260
Acquisition costs		692
Total consideration		63,952
Land	$	952
Equipment		44
Building and leasehold		57,070
Power purchase agreement guarantee		3,314
VAT receivables		3,126
Other		52
Total assets	$	64,558
Deferred tax liability		(606	)
Net assets acquired	$	63,952