On June 16, 2025, the Acquiror purchased, pursuant to a private agreement in a transaction outside of Canada, an aggregate of 10,000,000 Common Shares (the "Purchased Shares").
Prior to the acquisition of the Purchased Shares, the Acquiror owned and had control over an aggregate of 82,782,291 Common Shares, representing approximately 33.7% of the issued and outstanding Common Shares. Immediately following the completion of the acquisition of the Purchased Shares, the Acquiror owned and controlled an aggregate of 92,782,291 Common Shares, representing approximately 37.8% of the issued and outstanding Common Shares.
The aggregate purchase price paid by the Acquiror for the acquisition of the Purchased Shares was CAD$15,500,000, representing a price per Purchased Share of CAD$1.55. The acquisition of the Purchased Shares was conducted via private agreement outside of Canada and not through any stock exchange or other securities market.
The Acquiror remains a party to an option agreement dated June 10, 2025 (the "Option Agreement") pursuant to which the Acquiror has the option to acquire (but not the obligation to acquire), in an offshore transaction, and subject to certain terms and conditions, an aggregate of 33,444,580 Common Shares from a third party (the "Option Shares"). The option has not been exercised and may not be exercised prior to October 29, 2025 without the consent of Elemental.
If the Option Shares are acquired by the Acquiror pursuant to the Option Agreement, assuming no intervening Common Shares are acquired by the Acquiror or issued by Elemental (and assuming no additional Common Shares subsequently form part of the Option Shares), the Acquiror would own and control 127,226,871 Common Shares of the Issuer, representing approximately 51.8% of the issued and outstanding Common Shares.
