v3.26.1
Investments
6 Months Ended
Jun. 30, 2026
Investments  
Investments

7.Investments

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

  ​ ​ ​

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

Purchase of additional investment

1,000

Equity-accounted investment loss the period

(4,276)

(248)

Dilution gain

23,071

Return of capital

(152)

Investment as at June 30, 2026

29,849

2,993

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” or “TMCR”) 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 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. The CVR has expired as The Metals Royalty Company Inc. began public trading on Nasdaq in the second quarter of 2026.

On May 6, 2026, The Metals Royalty Company entered into a royalty purchase agreement to acquire a 1% index-priced gross overriding production royalty, with a revenue floor, over an iron ore project located in Nashwauk, Minnesota, together with an option to acquire an additional 1% royalty on substantially the same terms. The aggregate purchase price for each royalty acquisition is $132.5 million, comprising $125.0 million in cash and $7.5 million in common shares. The initial royalty acquisition closed on June 1, 2026, with the cash consideration funded through a combination of a private placement, borrowings under a senior secured credit facility and a portion of the previously paid transaction deposit. On May 29, 2026, The Metals Royalty Company exercised its option to acquire an additional 1.0% royalty. As of June 30, 2026, the additional royalty acquisition had not yet closed.

During the three and six months ended June 30, 2026, The Metals Royalty Company issued 6,983,616 common and 11,118,097 common shares in relation to a finance offering (the “Offering”), compensation expenses and royalty purchase. The Company participated in the Offering and acquired 76,923 shares of TMCR for $1 million. As the shares were issued by TMCR at a price higher than the carrying amount per share of the Company’s investment in TMCR, the Company recorded a dilution gain of $18.5 million in the second quarter of 2026 (dilution gain of $23.1 million for the six months ended June 30, 2026). As a result of the various share issuances by TMCR in the first half of 2026, the Company’s ownership interest in TMCR reduced from 27.2% to 22.4%. (December 31, 2025: 27.2%). By virtue of its ownership interest, the Company has representation on the board of directors of TMCR, providing the Company with the ability to exercise significant influence over TMCR’s operating and financial activities. Accordingly, the Company’s investment in The Metals Royalty Company is accounted for under the equity method in accordance with ASC 323 (Investments).

For the three and six months ended June 30, 2026, the Company’s share of the net loss generated by The Metals Royalty Company was $1.6 million and $4.3 million, respectively (for the three and six months ended June 30, 2025, the Company’s share of The Metals Royalty Company’s net loss was: $89 thousand and $54 thousand).

As at June 30, 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 ownership and its share of future reported earnings or losses.

Financial results of The Metals Royalty Company as at and for the three and six months ended June 30, 2026, and 2025 are summarized below:

  ​ ​ ​

As at June 30, 

  ​ ​ ​

As at December 31,

2026

2025

Current assets

$

12,899

 

$

18,853

Non-current assets

 

157,416

 

14,095

Current liabilities

 

7,723

 

1,763

Long term debt

41,737

  ​ ​ ​

Three months ended

  ​ ​ ​

Six months ended

June 30, 

June 30, 

 

2026

  ​ ​ ​

2025

 

2026

 

2025

Operating expenses from continuing operations

$

5,814

 

$

72

 

$

16,438

 

$

187

Net loss from continuing operations

6,336

 

61

 

16,406

 

159

Net income from discontinued operations

 

(338)

 

 

(326)

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. in exchange for shares of 1554997 B.C. Ltd (“Spin-Out transaction”). The Company holds 27.2% ownership interest (December 31, 2025: 27.2%) and has representation on the board of directors of 1554997 B.C. Ltd., providing the Company with the ability to exercise significant influence over 1554997 B.C. Ltd.’s operating and financial activities. Accordingly, the investment is accounted under the equity method in accordance with ASC 323 (Investments).

The Company records its share of the investee’s results on a one-quarter reporting lag. Accordingly, for the three and six months ended June 30, 2026, the Company recognized its share of the Investee’s results for the three and six months ended March 31, 2026 (from December 18, 2025, to March 31, 2026). Based on the reporting lag, the Company recognized equity method income of $32 thousand for the three months ended June 30, 2026, and equity method losses of $248 thousand for the six months ended June 30, 2026. In the three and six months ended June 30, 2026, 1554997 B.C. Ltd declared and remitted a return of capital of $0.011 per share amounting to $0.2 million.

Investee Results (3-month Lag Basis)

  ​ ​ ​

As at

  ​ ​ ​

As at

March 31, 2026

December 31, 2025

Current assets

$

687

$

380

Non-current assets

12,041

12,173

Current liabilities

17

44

Non-current liabilities

1,143

1,057

  ​ ​ ​

Three months ended

  ​ ​ ​

Six months ended

March 31, 2026

March 31, 2026

Royalty income

$

356

$

399

Operating income

 

197

 

224

Net income (loss)

 

117

 

(910)