The TSX Venture Exchange has accepted filing documentation for the acquisition of (i) an arm's-length party (ALP 1) pursuant to a share purchase agreement, dated Dec. 19, 2024, between the company, ALP 1 and the four main shareholders of ALP 1 (the ALP 1 SPA); (ii) another arm's-length party (ALP 2) pursuant to a share purchase agreement, dated Dec. 19, 2024, between the company, ALP 2 and all of the holders of common shares of ALP 2 (the ALP 2 SPA); and (iii) ownership interests in another arm's-length party (ALP 3), along with the acquisition of certain other assets owned by the parent of ALP 3 (ALP 3 parent) pursuant to a transaction agreement, dated March 6, 2025, between the company and ALP 3 parent.

Pursuant to the ALP 1 SPA, the company has acquired 93.55 per cent of the issued and outstanding common shares of ALP 1 by issuing 241,681,493 shares of the company at 30 cents per share to ALP 1. ALP 1 is a privately held mining company incorporated under the laws of Norway that holds a copper-silver-gold mine located in Northern Norway.

Pursuant to the ALP 2 SPA, the company has acquired all of the issued and outstanding common shares of ALP 2 by issuing 56,079,997 shares of the company at 30 cents per share (the ALP 2 consideration shares) to ALP 2. The company will also pay to the ALP 2 shareholders $3-million (U.S.) in cash milestone payments, with $1.5-million (U.S.) to be paid upon receipt by ALP 2 of the discharge permit for the ALP 2 property and $1.5-million (U.S.) to be paid upon receipt by ALP 2 of the operating permit for the ALP 2 property. ALP 2 is a privately held mining company incorporated under the laws of Norway that holds a copper-zinc-gold-silver mine located in Northern Norway.

The ALP 1 SPA provides for the use of commercially reasonable efforts to enter into an arrangement with ALP 3 parent, the owner of the industrial lands around the ALP 1 property, pursuant to which the company would acquire the industrial lands and the lands adjacent to the industrial lands and certain infrastructure. ALP 3 is a private limited company which holds the ground lease to the industrial lands. Pursuant to the ALP 3 agreement, the company has acquired all of the issued and outstanding common shares of ALP 3 by issuing 42.1 million shares of the company at 30 cents per share to ALP 3 parent. Additionally, approximately $7.2-million (U.S.) payable in Norwegian krones, in cash consideration was provided to ALP 3 parent, as part of the consideration for the acquisition of the ALP 3 parent assets, subject to certain adjustments.

The total consideration shares issuable under the transactions are currently subject to Tier 2 value escrow but will be subject to Tier 1 value escrow retroactively effective the date the company is reclassified as a Tier 1 company.

For further details, please refer to the company's news releases dated Nov. 27, 2024, Dec. 19, 2024, Feb. 27, 2025, March 3, 2025, and March 10, 2025.