On February 28, 2025 (“Acquisition Date”), the Company acquired all of the issued and outstanding common shares of CC&V from Newmont Corporation (“Newmont”) in an all-cash deal for $100.0 million in upfront consideration and up to $175.0 million in additional milestone-based payments.

The milestone-based payments include $87.5 million payable upon final approval of the application to amend the CC&V Cresson Permit and $87.5 million payable upon obtaining regulatory relief related to flow-related permitting requirements for the Carlton Tunnel, including steps taken to achieve the highest feasible alternative in relation to Carlton Tunnel water flow. During the first quarter of 2026, the Company completed the payment of $87.5 million to Newmont and was relieved of the contingent payment associated with the Carlton Tunnel. Refer to Note 20 for additional information.

Upon completion of an updated regulator-approved closure plan and in the event the aggregate closure costs at CC&V exceed $500.0 million, the Company will be responsible for funding 10% of the incremental closure costs while Newmont will be responsible for funding 90% of the incremental closure costs, either on an as-incurred basis or pursuant to a lump-sum payment option. The Company will account for this as an indemnification asset under the FASB Accounting Standards Codification Topic 805, Business Combinations, and will recognize an asset for 90% of the aggregated closure costs at CC&V in excess of $500.0 million that Newmont will be responsible for funding, with no limit on the maximum cost. As of the Acquisition Date and March 31, 2026, the Company did not recognize an indemnification asset as the recognition criteria had not been met.

The acquisition of CC&V is accounted for as a business combination which requires the measurement of assets acquired and liabilities assumed at their respective fair values at the Acquisition Date. The Acquisition Date fair value of the consideration transferred consists of the following (in thousands):

(2)The fair value of the contingent consideration is based on a probability weighted discounted cash flow model. The contingent consideration is considered a Level 3 fair value measurement due to certain assumptions that are not based on observable market data (refer to Note 11 for additional information). The significant assumptions include probability and timing of milestones and discount rates. The range of the undiscounted amounts the Company could be obligated to pay is between $87.5 million and $175.0 million.

The Company retained a third-party valuation specialist to assist in determining the fair value of assets acquired and liabilities assumed. In accordance with the acquisition method of accounting, the purchase price of CC&V has been allocated to the acquired assets and assumed liabilities based on their estimated acquisition date fair values. The fair value estimates were based on income, market and cost valuation methods.


Assets:
Trade and other receivables	$	391
Inventories (1)		190,350
Prepaids and other current assets		919
Mineral properties, plant and equipment (2)		325,357
Total assets	$	517,017

Liabilities:
Accounts payable	$	13,177
Accrued and other liabilities		15,442
Reclamation liabilities (3)		220,974
Deferred tax liabilities (4)		19,700
Total liabilities		269,293

Total net assets	$	247,724

(1)The fair values of inventories were determined based on a net realizable value (“NRV”) approach, whereby the future estimated cash flows from sales of payable metal produced are adjusted for costs to complete.

(2)The fair value of mineral properties has been estimated using a market approach based on estimated quantities of mineral reserves and mineral resources and in-situ multiples. The fair values of plant and equipment have been estimated using a depreciated replacement cost approach.

(3)The fair value of reclamation costs is based on the expected amounts and timing of cash flows of closure activities and discounted to present value using a credit-adjusted risk-free rate as of the Acquisition Date. Key assumptions include the costs and timing of key closure activities based on the life of mine plans, including estimates and timing of monitoring and water management costs after completion of initial closure activities.

(4)Deferred income tax liabilities represent future tax expense associated with the differences between the fair value allocated to assets and liabilities and the tax basis of those assets and liabilities.

The following unaudited pro forma financial information represents a summary of the historical consolidated results of operations for the three months ended March 31, 2025, giving effect to the acquisition as if it had been completed on January 1, 2024. The pro forma financial information is provided for illustrative purposes only and is not intended to represent what the Company’s financial position or results of operations would have been had the acquisition occurred on the assumed date, nor does it purport to project the future operating results or the financial position of the Company following the acquisition.

The information below reflects certain nonrecurring and recurring pro forma adjustments that were directly related to the acquisition based on available information and certain assumptions that the Company believes are reasonable, including: (i) the changes in depreciation, depletion and amortization reflecting the relative preliminary fair values attributable to mineral properties, plant and equipment, (ii) the changes in cost of sales reflecting the relative preliminary fair values attributable to inventories, (iii) the changes in reclamation and remediation costs reflective of the fair market value of reclamation and remediation liabilities, (iv) the changes in other operating expense (income), net reflective of the preliminary fair values attributable to contingent consideration liabilities, and (v) the estimated tax impacts of the pro forma adjustments.

The following table provides unaudited pro forma financial information for the three months ended March 31, 2025, as if CC&V had been acquired as of January 1, 2024 (in thousands):

On March 24, 2026, the Company, through its wholly owned subsidiary Alacer Gold Corp. S.à r.l., entered into a share purchase agreement with Cengiz Holding A.S. (“Cengiz Holding”), a corporation organized under the laws of the Republic of Türkiye, to divest its 80% ownership interest in the Çöpler mine and related properties in Türkiye for cash consideration of approximately $1.5 billion, subject to certain post-closing adjustments. This transaction is expected to close in the third quarter of 2026, subject to required Turkish regulatory approvals and other customary closing conditions.

The Company determined that in conjunction with entering into the share purchase agreement, the operations of the Çöpler mine meet the criteria for classification as held for sale and for discontinued operations reporting, as the sale will represent a strategic shift that will have a major effect on our operations and financial results. Accordingly, the assets and liabilities of the Çöpler mine have been classified as held for sale, and the results of operations and cash flows of the Çöpler mine have been presented as discontinued operations in the Condensed Consolidated Financial Statements. Refer to Note 4 for additional information.