Projects

Newmont/Irving/Sumitomo Alliance

In April 2019, the Company signed an investment agreement with Newmont Corporation (“Newmont”), as amended, pursuant to which Newmont invested US$21.5 million over a series of equity financings in 2019, 2020, 2021, 2022, and 2023 in order to acquire an aggregate 19.9% undiluted interest in the Company.

In June 2020, the Company signed an investment agreement with Sumitomo Corporation (“Sumitomo”), as amended, pursuant to which Sumitomo invested US$5.1 million over a series of equity financings in 2020 and 2022 in order to acquire an aggregate 5.4% undiluted interest in the Company.

The Company, Newmont, and Sumitomo also entered into Alliance agreements to identify mineral exploration opportunities throughout Japan. The Alliance agreements cover all of the Company’s mineral property interests in Japan subject to certain exclusions,

and provided for approximately US$5 million in project funding to date. At any time, Newmont has the right to designate an Alliance property for joint venture.

In 2024, Newmont provided notice to the Company that it has designated the Yamagano and Noto properties for joint venture.

The parties will use commercially reasonable best efforts to enter into a joint venture agreement or similar governing agreement within 90 days which is expected to include an exploration program up to an initial US$5 million. Initially, joint venture interests will be split 60% to Newmont, 27.5% to Irving, and 12.5% to Sumitomo if Sumitomo elects to participate, and Irving will be the initial joint venture manager. Irving and Sumitomo will have a one-time right to elect to maintain their respective interest in the joint venture by contributing their respective share of joint venture expenditures. If such right is not exercised, the relevant party’s interest will be subject to dilution.