Sale Process

On June 25, 2025, the Court issued an order (the “Sale Process Approval Order”) which, among other things,

a.  approved the engagement of BMO Nesbitt Burns Inc. as the Receiver’s financial advisor to assist in the development and implementation of the Sale Process (the “Financial Advisor”);

b.  granted a charge (the “Financial Advisor Charge”) on the Property in favour of the Financial Advisor as security for the amounts payable under the Financial Advisor Agreement, which charge shall rank subordinate to the Receiver’s Charge and senior to the Receiver’s Borrowings Charge;

c.  approved the sale process (the “Sale Process”), in the form attached as Schedule “A” to the Sale Process Approval Order, in respect of the Eagle Gold Mine located in Dublin Gulch, Yukon, Canada in the Traditional Territory of the First Nation of Na-Cho Nyäk Dun and certain related Property set out in Appendix “B” attached to the Sale Process (collectively, the “Eagle Mine Assets”); and

d.  authorized the Receiver and the Financial Advisor to implement the Sale Process.

Any terms not defined on this page have meanings ascribed to them in the Sale Process Approval Order, the Sale Process or the Receiver’s Fifth Report to the Court, dated June 16, 2025 (the “Fifth Report”).

The purpose of the Sale Process is to seek and implement proposals for a sale transaction in respect of the Eagle Mine Assets that maximizes the value (monetary or otherwise) for the benefit of creditors and other stakeholders.

The Sale Process is designed to be a broad and flexible two-phase process for the sale of:

a.  all the shares of the Company, to be implemented pursuant to a Share Sale contemplated by a Share Purchase Agreement; or

b.  all or substantially all of the Eagle Mine Assets pursuant to an Asset Sale contemplated by an Asset Purchase Agreement.

The Eagle Mine Assets do not include those assets set out in Appendix “C” attached to the Sale Process (collectively, the “Excluded Assets”). The Excluded Assets will be addressed through the Specified Assets AVO, or the Receiver’s standing authority under the Second A&R Receivership Order to market any or all of the Property. Alternatively, if determined necessary or appropriate, the Receiver will seek approval of the Court in connection with the monetization of certain of the Excluded Assets.

The Sale Process will be conducted by the Financial Advisor on behalf of, and under the supervision of, the Receiver, in the manner set forth in the Sale Process. For the avoidance of doubt, the Financial Advisor shall have no authority or ability to bind the Receiver, and all decisions contemplated to be made in the Sale Process shall be made by the Receiver.

The following table sets out a summary of the key stages and milestones (each, a “Milestone”) under the Sale Process:

Any of the Milestones may be extended by the Receiver if it considers it appropriate to do so, after consultation with the Financial Advisor and subject to obtaining the consent of the Receivership Lender. Any extensions to the Milestones will be communicated to all known Bidders at the relevant time and such extensions shall be posted on this page.

Any questions or inquiries in respect of the Sale Process or any of the Milestones should be directed to BorealSaleProcess@bmo.com.

Copies of the Sale Process Approval Order, the Sale Process, the Receiver’s Fifth Report to the Court with the Receiver’s view of the Sale Process are available at the bottom of this page.

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