CONVERTIBLE SENIOR NOTES |
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| Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| CONVERTIBLE SENIOR NOTES | DEBT 2025 Convertible Senior Notes On October 1, 2025, the Company issued $700.00 million aggregate principal amount of 0.75% Convertible Senior Notes due 2031 (the “Notes”) under a purchase agreement with the initial purchasers (the “Purchasers”). The offering closed on October 3, 2025. Net proceeds from the offering were approximately $674.67 million after deducting purchasers’ discounts, commissions, and estimated offering expenses. The Company used $53.55 million of these proceeds to enter into the privately negotiated capped call transactions (“Capped Calls”), with the remainder intended to support development activities at the Mill and the Donald Project, along with general corporate and working capital needs. The Notes were issued pursuant to an Indenture dated October 3, 2025. The Notes are unsecured and bear interest at 0.75% per year, payable semiannually on May 1 and November 1, beginning May 1, 2026. The Notes mature on November 1, 2031, unless earlier converted, redeemed, or repurchased. Prior to August 1, 2031, holders may convert the Notes only upon the occurrence of specified events; thereafter, the Notes are convertible at any time until the second scheduled trading day before maturity. The initial conversion rate is 49.1672 shares per $1,000 principal amount (conversion price of approximately $20.34 per Common Share), subject to customary anti-dilution adjustments. The Company may settle conversions in cash, shares, or a combination of cash and shares. The Company may not redeem the Notes prior to November 6, 2028, except as provided in the Indenture. On or after that date, the Company may redeem the Notes if its common share price is at least 130% of the conversion price for a specified period. Upon a fundamental change, holders may require the Company to repurchase their Notes at 100% of principal, plus accrued interest. The Notes are accounted for as a single liability measured at amortized cost, with issuance costs amortized over the contractual term. The net carrying value of the liability component and unamortized debt issuance costs of the Notes was as follows:
The following table sets forth the interest expense recognized related to the Notes:
The effective interest rate of the Notes was 1.38%, which includes the amortization of debt issuance costs. Capped Calls In connection with the pricing of the Notes on September 30, 2025 and the Purchasers’ full exercise of the option to purchase additional Notes on October 1, 2025, the Company entered into Capped Calls with the option counterparties. The Capped Calls entered into by the Company with the option counterparties are intended to reduce potential dilution to the common shares upon conversion of the Notes and/or offset potential cash payments the Company may be required to make in excess of the principal amount of the Notes, with such reduction or offset subject to a cap. The Capped Calls are subject to customary anti-dilution adjustments substantially similar to those applicable to the Notes. The capped calls are separate transactions, entered into by the Company with the option counterparties and do not form part of the terms of the Notes. The following table sets forth key terms and costs incurred for the Capped Calls related to the Notes:
Loan Facility The Company assumed an unsecured South Korean won-denominated loan facility with a maximum borrowing capacity of KRW 3.00 billion in connection with the ASM Acquisition. The facility has an outstanding principal balance of KRW 3.00 billion (approximately $2.21 million at September 30, 2026 exchange rates) and bears interest at a variable rate based on the six-month Financial Bond reference rate plus 1.03%, resetting every six months. The applicable interest rate was 4.03% per annum as of September 30, 2026. The outstanding principal amount is due in full at maturity on May 29, 2027 and is classified as current on the unaudited consolidated balance sheet. The loan facility is not subject to financial covenants.
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