On August 21, 2026, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Montana Tunnels Mining Inc. (MTMI). Under the Purchase Agreement, the Company agreed to acquire assets and rights comprising the Montana Tunnels Mine and milling complex (“MT Mine”), including related mineral and real property interests, improvements, tangible personal property, water rights, permits, books and records, intellectual property, and other specified assets, together with certain liabilities associated with the acquired assets, as described in the Purchase Agreement.

Assets excluded from the transaction include the Diamond Hill Mine (“DH Mine”) and certain real property not associated with the MT Mine operations. MTMI will retain rights to process ores generated from the DH Mine and an affiliate’s mine through the milling complex under a cost-plus arrangement. MTMI will retain liabilities not specifically assumed by the Company, subject to their treatment and potential discharge in the Chapter 11 proceeding, noted below.

The Purchase Agreement provides for a staged closing process and contemplates that the acquired assets will be transferred to the Company free and clear of liens and encumbrances, other than certain permitted encumbrances, pursuant to orders of the Bankruptcy Court. The closing process includes an initial close, which was completed by SBM funding approximately $28.6 million into escrow for the satisfaction of specified obligations associated with the acquired assets and liabilities, including approximately $20.8 million payable to the Montana Department of Environmental Quality and approximately $4.27 million payable to Jefferson County, Montana. The final closing involves the transfer of 3,500,000 of Contingent Value Rights (“CVRs”) to MTMI shareholders, along with 11,500,000 of deferred CVR’s that may vest in future periods as follows:

Each CVR is convertible into one share of SBM common stock. In September 2026, an agreement was reached whereby SBM loaned $5 million to MTMI shareholders in exchange for secured notes that will be settled and paid in full by the surrender of 1,155,562 of the CVRs due at the final close, which will result in a net 2,344,438 of CVRs being outstanding.

On July 27, 2026, MTMI filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the District of Montana. The Chapter 11 proceeding was initiated to facilitate the sale of certain MTMI assets and address outstanding obligations as part of the Purchase Agreement. On September 4, 2026, the Bankruptcy Court granted a motion for structured dismissal of the Chapter 11 case. In connection with the transaction, approximately $35.7 million was paid by the Company during the third quarter of 2026, which includes the $28.6 million escrow payment, the $5 million payment to MTMI shareholders for a secured note to be settled through the surrender of CVRs, a $1 million payment as an exclusivity fee upon beginning negotiations, and approximately $1.1 million of transaction-related expenses.

The $35.7 million paid during the third quarter 2026 is recognized in Deposits – Montana Tunnels Mining Inc. pending final closing of the transaction, expected before the end of 2026.