On April 1, 2025 (the “Orion Closing Date”), the Company closed a $250.0 million strategic investment from fund entities managed by Orion Resource Partners LP (collectively “Orion”) for the development and construction of Thacker Pass (the “Orion Investment”). Orion purchased $195.0 million in aggregate principal amount of senior unsecured convertible notes (the “Notes”) and entered into a production payment agreement (“PPA”) for $25.0 million under which payments correspond to minerals processed and gross revenue from Thacker Pass. Under the PPA, Orion is entitled to fixed and variable production payments with respect to the first 41,500 tonnes of lithium processed at Thacker Pass annually, subject to certain adjustments.

The Notes mature on April 1, 2030 and accrue interest at 9.875% annually, payable quarterly in arrears in cash or, at the Company’s option, by capitalizing to principal. The Notes are convertible at the holder’s option at any time prior to maturity at an initial conversion price of $3.78 per share, subject to certain adjustments. In October 2025, Orion converted $97.5 million of principal, and the Company issued 25.8 million common shares to Orion, with future interest payable reduced pro rata.

Orion has committed to purchase an additional $30.0 million in aggregate principal amount of Notes within two years of the Orion Closing Date (the “Delayed Draw Notes”), subject to the satisfaction of certain conditions precedent, upon request by the Company. As of June 30, 2026, the Company had not issued the Delayed Draw Notes.

In addition, the Company is obligated under a separate 2013 royalty agreement to pay an 8% gross revenue royalty for sales on production from all Thacker Pass mineral claims up to a cumulative payment of $22.0 million, after which the royalty rate is reduced to 4% for the remaining life of the project. The Company has the option at any time to reduce the royalty to 1.75% through payment of $22.0 million. The portion of the royalty subject to repurchase has been recorded as a financial liability carried at amortized cost. The Company is also obligated to pay a 20% royalty on revenue solely in respect of uranium sales, if any.


	Convertible Debt												Production Payment
	Principal			Unamortized Discount			Embedded Derivative			Total Convertible Debt			Principal
Initial recognition on April 1, 2025	$	195,000		$	(104,399	)	$	97,200		$	187,801		$	23,953
Deferred interest cost		12,978			-			-			12,978			-
Discount amortization		-			3,403			-			3,403			5,731
Loss on embedded derivative		-			-			166,743			166,743			-
Derecognition on conversion to common shares		(97,500	)		48,167			(161,575	)		(210,908	)		-
Balance, December 31, 2025	$	110,478		$	(52,829	)	$	102,368		$	160,017		$	29,684
Deferred interest cost		5,522			-			-			5,522			-
Discount amortization		-			2,170			-			2,170			4,564
Gain on embedded derivative		-			-			(20,008	)		(20,008	)		-
Balance, June 30, 2026	$	116,000		$	(50,659	)	$	82,360		$	147,701		$	34,248

The effective interest rate was 26.4% and 27.0% for the Notes and PPA, respectively, for the six months ended June 30, 2026.