v3.26.3
Subsequent Events
9 Months Ended
Sep. 30, 2026
Subsequent Events [Abstract]  
Subsequent Events

 

15.Subsequent Events

 

On September 22, 2026, the Company announced that it had signed a non-binding term sheet (“Term Sheet”) with Ocean Partners UK Limited (“Ocean Partners”) for an integrated funding, credit support, and offtake package (“Package”) with an aggregate total of approximately $88 million in funding and credit support. The Package is largely contingent upon the final closing of the MTMI Purchase Agreement, which is expected by the end of 2026.

 

As part of the Term Sheet, Ocean Partners would provide guarantees supporting replacement surety bonds of up to US$43.1 million, subject to acceptable terms and approvals, which would release approximately $41 million currently posted as a reclamation bond related to the MTMI purchased assets. In addition, Ocean Partners would provide guarantees supporting the Rainbow Block $2.3 million surety bond, freeing up approximately US$1.5 million of cash collateral currently bonded.

 

Ocean Partners will also provide a $40 million concentrate prepayment facility (“Facility”) in three tranches as follows: $10 million at the initial closing of the Facility (expected after the closing of the MTMI Purchase Agreement); $20 million upon a Company board resolution approving a restart or refurbishment program at either of the MTMI properties; and $10 million at the Company’s option after three consecutive months of concentrate deliveries under any of the concentrates contracts. These do not require any production-timing covenants, with repayment of the Facility principally completed through offsets from concentrate deliveries.

 

Also provided in the Facility was $5 million of pre-bridge financing, which was provided to the Company on October 6, 2026. This bridge will be credited against the initial $10 million tranche at closing of the Facility. The following are also provided as part of the Facility:

 

●A $5 million lead investment in future equity investment with Ocean Partners acting as lead investor, if and when, the Company conducts its next round of equity financing on the same terms as other investors.

 

●A ten-year offtake agreement whereby Ocean Partners would purchase 100% of any future potential zinc and lead concentrates attributable to the Rainbow Block, 100% of any future potential zinc and lead concentrates attributable to ores from outside the M-Pit at Montana Tunnels and one-third of future potential zinc and lead concentrates from inside the M-Pit at Montana Tunnels on benchmark-linked terms with no minimum tonnages and no take-or-pay. The Company retains pricing rights to terminate the offtake contracts at any time, before or after production, and these rights survive a change of control of the Company.