v3.26.1
SIF contribution liability
6 Months Ended 12 Months Ended
Jun. 30, 2026
Dec. 31, 2025
SIF contribution liability    
SIF contribution liability

11.

SIF contribution liability:

The Amended and Restated SIF Contribution Agreement defines the issuance of the SIF Warrants and Preferred Share Warrants as repayment for funding received under the arrangement; however, an event of default could require the Company to make repayment in the form of SIF Warrants or Preferred Share Warrants, cash or a combination thereof. Accordingly, the SIF contribution liability includes the estimated the fair values of each of the distinct repayment options.

A summary of the Company’s SIF contribution liability amount is as follows:

  ​ ​ ​

Warrant obligation

  ​ ​ ​

Funding liability

  ​ ​ ​

Total

Balance, January 1, 2025

$

1,553

$

14,128

$

15,681

SIF Warrant obligation

 

4,570

 

 

4,570

Issuance of SIF Warrants

 

(5,494)

 

5,494

 

Change in fair value

 

548

 

6,773

 

7,321

Foreign currency translation

 

180

 

617

 

797

Balance, December 31, 2025

 

1,357

 

27,012

 

28,369

SIF Warrant obligation

 

3,624

 

 

3,624

Issuance of SIF Warrants

 

(5,008)

 

5,008

 

Change in fair value

 

184

 

57,858

 

58,042

Foreign currency translation

 

(157)

 

(2,461)

 

(2,618)

Balance, June 30, 2026

$

$

87,417

$

87,417

As a result of funding received under the Amended and Restated SIF Contribution Agreement during the three and six months ended June 30, 2026, the Company recognized a financial liability to SIF of $45,141, measured at the fair value of the associated warrant consideration. The excess of the fair value of the liability over the proceeds received was recognized as a loss on initial recognition and is presented within the loss on revaluation of the SIF contribution liability within the statement of operations.

The fair value of the SIF contribution liability includes the funding liability and warrant obligation. The funding liability represents the fair value of the issued SIF Warrants, Preferred Share Warrants and the contingent obligation to repay contributions in cash upon an event of default (the “Contingent Repayment Obligation”). Amounts reported as warrant obligation represent the value for contributions received, for which SIF Warrants have yet to be issued. The fair value of the funding liability was estimated using the PWERM, which accounts for the complexity of the dual-settlement nature of the arrangement by assigning probabilities to discrete future outcomes.

11.

SIF contribution liability (continued):

The valuation considers two settlement alternatives:

Warrant Settlement Scenario: This scenario assumes the Company satisfies its obligation through the issuance of warrants based on the defined terms of the Amended and Restated SIF Contribution Agreement.
Cash Repayment Scenario: This scenario assumes a trigger event that necessitates a cash repayment of the funding received.

As of June 30, 2026 and December 31, 2025, management has judged it highly likely that the obligation will be settled through the issuance of SIF Warrants and SIF Preferred Share Warrants rather than cash repayment. This judgment is based on the Company’s compliance with the SIF Contribution Agreement, including but not limited to, quarterly and annual compliance reporting to SIF, which includes details of expenditures incurred under the arrangement on a disaggregated level as well as underlying support documents. The reports are reviewed by SIF on a quarterly basis. Consequently, the PWERM reflects a significantly higher probability weighting toward the warrant settlement scenario.

As of June 30, 2026, the estimated fair value of the Contingent Repayment Obligation was $131 with the remaining fair value of the funding liability attributable to the issued SIF Warrants and Preferred Share Warrants (December 31, 2025 – $102). As of June 30, 2026, in determining the fair value of the funding liability, the Company judged the probability of cash repayment to be 1% with the remaining probability allocated to repayment via SIF Warrants and SIF Preferred Share Warrants (December 31, 2025 – 1%).

The value of the Contingent Repayment Obligation that is subject to the PWERM valuation is estimated using a discounted cash flow model. The assumptions used within the discounted cash flow model for the June 30, 2026 and December 31, 2025 valuations are set forth in the table below.

  ​ ​ ​

June 30, 2026

  ​ ​ ​

December 31, 2025

 

Amount funded (CAD)

$

74,275

$

69,275

 

Market debt recovery rate

 

14 – 28

%

14 – 28

%

Risk-adjusted discount rate

 

13 – 20

%

13 – 20

%

As of June 30, 2026, the fair value of the SIF contribution liability was estimated using the common share value of $1.65 (December 31, 2025 - $1.28).

11.

SIF contribution liability (continued):

Sensitivities for key assumptions were as follows:

with other variables unchanged, an increase or decrease in the estimated common share price of 20% would result in an increase decrease in the fair value of the SIF contribution liability by approximately $17.5 million or ($17.5 million), respectively;
with other variables unchanged, an increase the estimated probability of cash repayment of amounts received under the SIF contribution liability from 1% to 5% with a corresponding decrease in the probability repayment via SIF Warrants would result in a decrease in the estimated fair value of the liability of approximately $4.2 million.

A summary of the SIF Warrants and Preferred Share Warrants issued and outstanding is as follows:

  ​ ​ ​

Number

  ​ ​ ​

Exercise Price

Warrants outstanding December 31, 2024

 

15,191,077

 

$

Issuance of SIF Warrants

 

5,918,058

Warrants outstanding December 31, 2025

 

21,109,135

 

$

Issuance of SIF Warrants

 

1,048,211

Preferred Share Warrants

 

30,918,673

Warrants outstanding, June 30, 2026

 

53,076,019

 

$

The SIF Warrants were not subject to the August 2025 reverse share split. Refer to note 14.

10.

SIF contribution liability:

The SIF contribution defines the issuance of the SIF Warrants as repayment for funding received under the SIF Contribution Agreement; however, an event of default could require the Company to make repayment in the form of SIF Warrants and/or cash. Therefore, the SIF contribution liability includes the estimated the fair values of each of the distinct repayment options.

A summary of the Companys SIF contribution liability amount is as follows:

Warrant 

Funding 

  ​ ​ ​

obligation

  ​ ​ ​

liability

  ​ ​ ​

Total

Balance, January 1, 2024

 

$

3,802

 

$

10,314

 

$

14,116

SIF Warrant obligation

1,548

1,548

Issuance of SIF Warrants

(3,789)

3,789

Change in fair value

182

1,040

1,222

Foreign currency translation

(190)

(1,015)

(1,205)

Balance, December 31, 2024

1,553

14,128

15,681

SIF Warrant obligation

4,570

4,570

Issuance of SIF Warrants

(5,494)

5,494

Change in fair value

548

6,773

7,321

Foreign currency translation

180

617

797

Balance, December 31, 2025

 

$

1,357

 

$

27,012

 

$

28,369

The fair value of the SIF contribution liability includes the funding liability and warrant obligation. The funding liability represents the fair value of the issued SIF Warrants and the contingent contribution repayment obligation. Amounts reported as warrant obligation represent the value for contributions received, for which SIF Warrants have yet to be issued. The fair value of the funding liability was estimated using the Probability-Weighted Expected Return Method (PWERM) as the PWERM accounts for the complexity of the dual-settlement nature of the arrangement by assigning probabilities to discrete future outcomes.

10.

SIF contribution liability: (continued)

The valuation considers two settlement alternatives:

·

Warrant Settlement Scenario: This scenario assumes the Company satisfies its obligation through the issuance of warrants based on the defined terms of the SIF Contribution Agreement.

·

Cash Repayment Scenario: This scenario assumes a trigger event that necessitates a cash repayment of the funding received.

As of December 31, 2025, management has judged it highly likely that the obligation will be settled through the issuance of SIF Warrants rather than cash repayment. This judgment is based on the Companys compliance with the SIF Contribution Agreement, including but not limited to, quarterly and annual compliance reporting to SIF, which includes details of expenditures incurred under the arrangement on a disaggregated level as well as underlying support documents. The reports are reviewed by SIF on a quarterly basis. Consequently, the PWERM reflects a significantly higher probability weighting toward the warrant settlement scenario.

As of December 31, 2025, the estimated fair value of the contingent contribution repayment obligation was $102 with the remaining fair value of the funding liability attributable to the SIF Warrants (December 31, 2024 $93). As of December 31, 2025, in determining the fair value of the funding liability, we judged the probability of cash repayment to be 1% with the remaining probability allocated to repayment via SIF Warrants (2024 1%).

The value of the contingent contribution repayments that is subject to the PWERM valuation is estimated using a discounted cash flow model. The assumptions used within the discounted cash flow model for the December 31, 2025 and December 31, 2024 valuations are set forth in the table below.

December 31, 

December 31, 

 

  ​ ​ ​

2025

  ​ ​ ​

2024

 

Amount funded

 

$

50,544

 

$

41,113

Term (years)

0.25

0.3

Market debt recovery rate

14 – 28

%  

14 – 28

%

Risk-adjusted discount rate

13 – 20

%  

15 – 23

%

At December 31, 2025, the fair value of the SIF Warrants and SIF Warrant obligation was estimated using the common share value of $1.28 (December 31, 2024 - $9.30). The December 31, 2024 common share value of $9.30 has been retrospectively adjusted to reflect the ten-for-one (10:1) reverse share split effective August 2025.

Sensitivities for key assumptions were as follows:

·

with other variables unchanged, an increase or decrease in the estimated common share price of 20% would result in an increase decrease in the fair value of the SIF contribution liability by approximately $5.7 million or ($4.7 million), respectively;

·

with other variables unchanged, an increase the estimated probability of cash repayment of amounts received under the SIF contribution liability from 1% to 5% with a corresponding decrease in the probability repayment via SIF Warrants would result in a decrease in the estimated fair value of the liability of approximately $0.5 million.

10.

SIF contribution liability: (continued)

A summary of the Companys SIF Warrants is as follows:

Class B Common

  ​ ​ ​

Number

  ​ ​ ​

Exercise Price

Warrants outstanding December 31, 2023

 

11,090,146

 

$

 —

Issuance of SIF Warrants

 

4,100,931

Warrants outstanding December 31, 2024

 

15,191,077

 

$

Issuance of SIF Warrants

 

5,918,058

Warrants outstanding, December 31, 2025

 

21,109,135

 

$

The SIF Warrants were not subject to the August 2025 reverse share split. Refer to Note 12.