NOTE 3: Purchase consideration paid in advance, advance to parent of acquiree AND THE ACQUISITIONS

The Colombian Acquisition

During the period ended September 30, 2024, the Company paid $188,381 to settle a portion of GAIA Colombia’s liabilities as part of its planned acquisition of GAIA BVI. The payment is accounted for as an advance paid for the acquisition. The acquisition closed on April 9, 2024. During the period, the Company made two more payments related to the same matter amounting to $189,188. Additionally, the Company also paid $200,000 to GCOM, the parent company of GAIA BVI, in order to fund interim operations of GAIA Colombia; however, as the Company was able to arrange to pay these expenses directly, these funds were returned to the Company in January 2024. On April 9, 2024, the Company issued 1,211,687 Common Shares to GCOM as consideration for the Colombian Acquisition.

Of the Common Shares issued to GCOM, 500,000 Common Shares are the initial consideration shares required under the terms of the agreement with GCOM. The additional Common Shares issued pertain to the requirement for the Company to issue Additional Consideration Shares to GCOM. The Additional Consideration Shares were determined based on when the Company undertook a liquidity event (the “Liquidity Event Shares”), the initial public offering of the Common Shares on a national securities exchange. If the IPO was achieved within 12 months of the acquisition date, the Company would issue stock equal to the greater of CAD$5,000,000 of Common Shares, based on the liquidity event price, or the number of Common Shares equal to 20% of the post-closing Common Shares. As the IPO did not close by April 9, 2025, the foregoing is adjusted to CAD$6,000,000 or 25%, respectively.

Under the terms of the agreement, the Company was required to provide an initial cash consideration of CAD$20,000; however, in addition to this, the Company also paid expenses on behalf of GCOM related to the properties, amounting to $188,381 and $189,188, which are considered a part of the acquisition price. Further, there are deferred cash payments (the “Deferred Cash Payments”) due to GCOM as follows: (i) CAD$1,000,000 due on the later of March 1, 2024 and the earlier of 90 days after the rectification of the Berlin concession and five days after a liquidity event (the “First Deferred Cash Payment”); and, (ii) CAD$5,000,000 upon the commencement of commercial operations of the Berlin project (the “Second Deferred Cash Payment”). Finally, the Company also granted GCOM a 1.0% net smelter returns royalty, payable quarterly, on all gross revenue in excess of allowable costs from the Berlin Project (the “Berlin Royalty”) pursuant to the Royalty Agreement dated April 8, 2024. The impact of such royalty was not readily or reliably determinable under current circumstances.

The Company has accounted for this transaction as an asset acquisition as the fair value of the assets are concentrated in the mineral rights of the respective entities. The Company has recognized the assets acquired at the fair value of the liabilities assumed, cash paid and fair value of the equity instruments issued as consideration, as these fair values are more clearly evident and reliably measured. As the acquisition has not been treated as a business combination there is no corresponding goodwill, instead the amount of consideration will be allocated to the assets acquired, which consists of the mineral properties.

The purchase price allocation is as follows:

The 1,211,687 Common Shares issued were valued at $2 per share based on recent arm’s length private placements resulting in value of $2,423,374. On completion of the IPO the Company issued an additional 3,836,757 Liquidity Event Shares to GCOM related to the Colombia Acquisition, which were valued at the IPO price of $4, resulting in $15,347,028 of value attributable to the Liquidity Event Shares, which has been recognized in the condensed consolidated interim statements of operations as Liquidity Event and Listing Event Shares as a component of Other Income and Expenses.

Further, five days after the IPO the Company made payment of the First Deferred Cash Payment of $720,700 (CAD$1,000,000), which is recognized in the condensed consolidated interim statements of operations as Liquidity Event Deferred Cash Payment as a component of Other Income and Expenses.

The First Deferred Cash Payment as well as the Liquidity Event Shares were recognized as expenses during the period as a result of the fact that during the year ended December 31, 2024 the Company recognized an impairment on the Berlin asset, see Note 4. Including this consideration as an addition to the Berlin asset would have the effect of reversing the previous impairment, which is prohibited, accordingly, the Company recognized these costs as expenses.

On May 9, 2025, the Company made a payment of $60,000 to the Agencia Nacional De Mineria (“ANM”), which was the final payment for all overdue amounts owed by the previous owners of the Colombia mineral properties to the ANM assumed by the Company at the acquisition date. In total, the Company paid the ANM$1,037,538 in respect of concession contract 664-17 and a further $217,866 in respect of concession contract 736-17 (collectively, the “Berlin Concession Contracts”), all but $142,000 of which were paid during the period from the acquisition date to December 31, 2024.

Further, of the $1,732,120 of liabilities assumed on the acquisition date, which included the amounts due to the ANM above, the Company successfully negotiated settlement of some of the outstanding balances and as a result realized a gain of $327,458, which is included in interest and other income.

The Argentina Acquisition

Consideration for the acquisition consists of 2,000,000 Common Shares of the Company, which the Company issued upon closing on July 19, 2024, and contingent shares consisting of: (i) “Listing Shares,” being 400,000 Common Shares if the IPO was not accomplished by the first anniversary from the closing date; and, (ii) “Top Up Shares” in the event the IPO price was less than $5, based on a $10,000,000 valuation and minimum share price of $4, if the IPO was accomplished by the first anniversary of the closing date, resulting in a maximum of 500,000 additional Top Up Shares, increasing to a $12,000,000 valuation and maximum of 1,000,000 Common Shares if the IPO was accomplished thereafter. Finally, the Company also granted a 1.0% net smelter returns royalty on the future production from certain land claim application at the Huemul Project (the “Huemul II Royalty”) to Consolidated Uranium pursuant to the Royalty Agreement dated July 19, 2024 (the “Huemul II Royalty Agreement”) by and among the Company, as royalty payor, Consolidated Uranium, as royalty holder and 284 Ontario, as guarantor; and (c) the grant of a 2.0% net smelter returns royalty on the future production from the Laguna Project (the “Laguna Project Royalty”) to Consolidated Uranium pursuant to the Royalty Agreement dated July 19, 2024. The impact of such royalty was not readily or reliably determinable under current circumstances.

The Company has accounted for this transaction as an asset acquisition as the fair value of the assets are concentrated in the mineral rights of 2847312 Ontario Inc. The Company has recognized the assets acquired at the fair value of the liabilities assumed and fair value of the equity instruments issued as consideration as these fair values are more clearly evident and reliably measured. As the acquisition has not been treated as a business combination, there is no corresponding goodwill, instead, the amount of consideration has been allocated to the assets acquired, which consist of the mineral properties.

The purchase price allocation is as follows:

The 2,000,000 Common Shares issued and the Listing Shares were valued at $2 per share based on recent arm’s length private placements resulting in a value of $4,000,000. The 400,000 Listing Shares were valued at $2, as per above, and recognized as Common Shares to be issued as of the acquisition date based on the expected timing of the IPO, which was estimated at over one year due to the anticipated timing of completing the registration process with the Securities and Exchange Commission, completing the subsequent marketing of the IPO and the decline in the uranium market leading up to the acquisition.

Upon completion of the IPO, the Company issued the 400,000 Listing Shares that had previously been recognized as part of the consideration for the Argentina Acquisition. Further, as the price of the IPO was $4 and the closing of the IPO was past the first anniversary of the closing date, the Company issued an additional 600,000 Top Up Shares which were valued at the IPO price of $4, resulting in $2,400,000 of value attributable to the Liquidity Event Shares, which has been recognized in the unaudited condensed consolidated interim statements of operations as Liquidity Event and Listing Event Shares as a component of Other Income and Expenses.

The Top Up Shares were recognized as expenses during the period as a result of the fact that during the year ended December 31, 2024 the Company recognized an impairment on the Laguna Salada and Huemul assets, see Note 4. Including this consideration as an addition to the Laguna Salada and Huemul assets would have the effect of reversing the previous impairment, which is prohibited, accordingly, the Company recognized these costs as expenses.