v3.26.1
Investments
3 Months Ended
Mar. 31, 2026
Investments  
Investments

7.Investments

The below table summarizes the changes in the Company’s investments during the year:

  ​ ​ ​

The Metals Royalty

  ​ ​ ​

1554997 B.C.

Company

Ltd.

Investment as at December 31, 2024

$

8,203

Spin-Out transaction

(3,739)

3,739

Return of capital

(346)

(346)

Dilution gain

5,649

Equity-accounted investment gain for the year ended 2025

287

Investment as at December 31, 2025

$

10,054

3,393

Equity-accounted investment loss for the three months ended March 31, 2026

(2,718)

(279)

Dilution gain

4,602

Investment as at March 31, 2026

11,938

3,114

Investment in The Metals Royalty Company

On February 21, 2023 (the “Closing Date”), the Company and its wholly-owned subsidiary, NORI, entered into an investment agreement (the “Royalty Agreement”) with The Metals Royalty Company Inc. (“The Metals Royalty Company”) formerly known as Low Carbon Royalties. In connection with the Royalty Agreement, NORI contributed a 2% gross overriding royalty (the “NORI Royalty”) (Note 8) on the Company’s NORI project area in the CCZ to The Metals Royalty Company.

As a condition of closing the Royalty Agreement, the parties entered into an agreement with The Metals Royalty Company to mitigate risks associated with the potential termination of the exploitation license granted for one of the royalty-producing natural gas fields in Latin America (the “Exploitation License”). As per the agreement, 5 million contingent value rights (“CVR”) were issued to NORI. The CVR would convert into 5 million additional shares of The Metals Royalty Company all of which would be issued to NORI, in the event the Exploitation License is found, in a final decision, to be invalid by the Colombian National Agency of Hydrocarbons prior to the earlier of (1) five years from the issuance of the CVR and (2) the date The Metals Royalty Company becomes a publicly listed entity.

During the three months ended March 31, 2026, The Metals Royalty Company issued 1,000,000 common shares as compensation expenses and 3,134,481 common shares upon release of the subscription receipts resulting in gross proceeds of $15.7 million. The Company did not participate in the offering, which reduced its ownership interest from 27.2% to 25.15%.(December 31, 2025: 27.2%). As the shares were issued at a price higher than The Metals Royalty Company’s book value per share, the Company recorded a dilution gain of $4.6 million. The Company also has representation on the board of directors of The Metals Royalty Company, providing the Company with the ability to exercise significant influence over The Metals Royalty Company’s operating and financial policies. Accordingly, the investment in The Metals Royalty Company is accounted for under the equity method in accordance with ASC 323 (Investments).

For the three months ended March 31, 2026, the Company’s share of the net loss generated by The Metals Royalty Company was $2.7 million (for the three months ended March 31, 2025, the Company’s share of The Metals Royalty Company’s net loss was: $35 thousand).

As at March 31, 2026, The Metals Royalty Company had 872,250 stock options and 4,569,000 restricted share units outstanding, the settlement of which may significantly affect the Company’s share of reported earnings or losses.

Financial results of The Metals Royalty Company as at and for the three months ended March 31, 2026 and 2025 are summarized below:

  ​ ​ ​

As at March 31, 

  ​ ​ ​

As at December 31,

2026

2025

Current assets

$

31,985

 

$

18,853

Non-current assets

 

14,099

 

14,095

Current liabilities

 

3,507

 

1,763

  ​ ​ ​

Three months ended

March 31, 

March 31, 

 

2026

  ​ ​ ​

2025

Operating expenses from continuing operations

$

10,624

 

$

115

Net loss from continuing operations

$

10,071

 

98

Net loss from discontinued operations

 

11

Investment in 1554997 B.C. Ltd

In the fourth quarter of 2025, The Metals Royalty Company transferred its oil and gas royalty assets to 1554997 B.C. Ltd. (“the Investee”) in exchange for shares of 1554997 B.C. Ltd (“Spin-Out transaction”). As part of the Spin-Out transaction the Company holds 27.2% ownership interest (December 31, 2025: 27.2%) and has representation on the board of directors of the Investee, providing the Company with the ability to exercise significant influence over the Investee’s operating and financial policies. Accordingly, the investment is accounted for under the equity method in accordance with ASC 323 (Investments).

The Company records its share of the results in the Investee on a one-quarter reporting lag. As a result, the Company’s share of the net loss generated by the Investee in the three months ended December 31, 2025 was $0.3 million.

Financial results of 1554997 B.C. Ltd. as at and for the quarter ended December 31, 2025 are summarized below:

  ​ ​ ​

As at

December 31, 2025

Current assets

$

380

Non-current assets

 

12,173

Current liabilities

 

44

Non-current liabilities

 

1,057

Three months ended

December 31, 2025

Royalty Income

$

44

Operating Income

 

27

Net Loss

1,027