Convertible Notes

On December 15, 2025, the Company issued $120.0 million aggregate principal amount of Convertible Senior Notes (the “Convertible Notes”). The Convertible Notes bear interest at a rate of 4.75%, annually, payable semiannually in arrears, beginning July 15, 2026, and mature on January 15, 2031. The net proceeds from the offering of the Convertible Notes were approximately $114.8 million, after deducting debt issuance costs. The Company used $16.6 million of the net proceeds from the Convertible Notes offering to pay the costs of entering into a Capped Call transaction in connection with the Convertible Notes. The Convertible Notes were issued pursuant to, and are governed by, an indenture, dated December 15, 2025 (the “Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The initial conversion rate for the Convertible Notes is 576.7013 shares per $1,000 principal amount of the Convertible Notes, which represents an initial conversion price of approximately $1.73 per common share, and is subject to adjustment upon the occurrence of certain specified events as set forth in the Indenture. Upon conversion, the Company will pay or deliver, as applicable, cash, common shares or a combination of cash and common shares.  Upon the occurrence of a “make-whole fundamental change” (as defined in the Indenture), the Company will in certain circumstances increase the conversion rate for a specified period of time. In addition, upon the occurrence of a “fundamental change” (as defined in the Indenture), holders of the Convertible Notes may require the Company to repurchase their Convertible Notes at a cash repurchase price equal to the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest, if any.

Prior to October 15, 2030, a holder may convert all or any portion of its Convertible Notes at any time after March 31, 2026, but only if the last reported sale price per common share for at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day.  On or after October 15, 2030, a holder may convert all or any portion of its Convertible Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. The Convertible Notes may be redeemed, in whole or in part, at the Company’s option at any time, and from time to time, on or after January 22, 2029 and on or before the 30th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, but only if the last reported sale price per common share exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice, and (ii) the trading day immediately before the date the Company  sends such notice.  The indenture contains specified events of default and our failure to pay principal, interest or other amounts when due or within the relevant grace period on our Convertible Notes would constitute an event of default under the Indenture, which could result in an acceleration of the maturity of the Convertible Notes.

The Convertible Notes do not contain sinking fund requirements and maturities for each of the following five years are nil. The $120.0 million principal amount is due and payable in January 2031, should the Convertible Notes not be settled or converted prior to their maturity date.

The Convertible Notes’ components upon issuance as of December 15, 2025 and December 31, 2025, were as follows:

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Carrying value and fair value information for the Convertible Notes from issuance through December 31, 2025 is presented below:

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The Conversion Option Derivative (see note 14) is treated as a debt discount, and its initial issuance fair value amount will be amortized to interest expense with an increase to the Convertible Notes’ carrying amount over its five-year term.  Using Level 3 inputs of the fair value hierarchy under US GAAP, the Conversion Option Derivative is measured and recorded at fair value using a binomial lattice model which utilizes a debt host (without) methodology.

For the year ended December 31, 2025, the Company recognized Convertible Notes’ interest expense of $0.2 million and amortization of debt discount, inclusive of debt issuance cost amortization, of $0.5 million, all of which are recorded as interest expense in the consolidated statements of operations and comprehensive loss.  The effective interest rate on the Convertible Notes is 19.1%.

Capped Call Transaction

As discussed in note 11, in connection with the Convertible Notes issued in December 2025, the Company entered into Capped Call transactions with three counterparty banks.  The Capped Call has the same term and maturity as the Convertible Notes and covers, subject to anti-dilution adjustments, the number of common shares underlying the Convertible Notes, and is expected generally to reduce the potential dilution to the common shares upon any conversion of Convertible Notes and/or offset any potential cash payments that the Company is required to make in excess of the principal amount of converted Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap, based on the cap price of the Capped Call. To the extent, however, that the market price of our common shares, as measured under the terms of the Capped Call, exceeds the cap price of $2.72, there would nevertheless be dilution and/or there would not be an offset of such cash payments to the extent of the excess.  

Like the Convertible Notes, the Capped Call matures in January 2031.  If upon exercise of the Capped Call, the market price of the Company’s common shares exceeds the $2.72 cap price, then the Company will receive a cash payment equal to the difference between the $2.72 cap price and the $1.73 initial conversion price multiplied by the number of common shares underlying the Convertible Notes. If the market price of the Company’s common shares is less than the cap price but higher than the initial conversion price, then the Company will receive a cash payment equal to the difference between the market price of a common share and the initial conversion price multiplied by the number of common shares underlying the Convertible Notes.  If the market price of the Company’s common shares is less than the initial conversion price, no payment will be due to the Company under the Capped Call.

Notes Payable

On October 23, 2013, we closed a $34.0 million Sweetwater County, State of Wyoming, Taxable Industrial Development Revenue Bond financing program loan (“State Bond Loan”). The State Bond Loan called for payments of interest at a fixed rate of 5.75% per annum on a quarterly basis, which commenced January 1, 2014. As amended, the principal was payable in quarterly installments with the last payment due on October 1, 2024. On March 27, 2024, the remaining $4.4 million balance due on the State Bond Loan was prepaid in full. The State Bond Loan was secured by all the assets of the Lost Creek Project. All releases of collateral have been obtained following the final repayment of the facility.