Northern Dynasty Minerals Ltd 6-K, filed Nov 15, 2024

Northern Dynasty Minerals Ltd (NAK)

6-K 2024-11-15 For: 2024-11-10

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Added on April 11, 2026

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Northern Dynasty Minerals Ltd filed this 6-K on November 15, 2024.

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Exhibits		Description
99.1		Condensed Consolidated Interim Financial Statements for the three and nine months ended September 30, 2024
99.2		Management’s Discussion and Analysis for the three and nine months ended September 30, 2024

	Northern Dynasty Minerals Ltd.
	(Registrant)

Date: November 14, 2024.	By:	/s/ M Peters
	By:	Mark Peters
	Title:	Chief Financial Officer


			September 30			December 31
	Notes		2024			2023

ASSETS

Non-current assets
Restricted Cash		5(b)	$	924		$	872
Mineral property, plant and equipment		3		111,078			121,851
Total non-current assets				112,002			122,723

Current assets
Receivable from related party		8		4			17
Amounts receivable and prepaid expenses		4		547			2,908
Cash and cash equivalents		5(a)		21,835			18,200
Total current assets				22,386			21,125

Total Assets			$	134,388		$	143,848

EQUITY

Capital and reserves
Share capital		6	$	702,713		$	702,950
Reserves		6		120,039			117,292
Deficit				(710,325	)		(696,958	)
Total equity				112,427			123,284

LIABILITIES

Non-current liabilities
Trade and other payables		9		522			338
Total non-current liabilities				522			338

Current liabilities
Convertible notes liability		7		2,487			2,197
Derivative on convertible notes		7		17,568			16,687
Payables to related parties		8		153			287
Trade and other payables		9		1,231			1,055
Total current liabilities				21,439			20,226

Total liabilities				21,961			20,564

Total Equity and Liabilities			$	134,388		$	143,848

/s/ Ronald W. Thiessen	/s/ Christian Milau

Ronald W. Thiessen	Christian Milau
Director	Director


			Three months ended September 30						Nine months ended September 30
	Notes		2024			2023			2024			2023

Expenses
Exploration and evaluation expenses		10,11	$	932		$	1,587		$	3,604		$	5,674
General and administrative expenses		10,11		2,145			2,686			7,093			7,757
Legal, accounting and audit		10		551			(345	)		2,201			3,129
Share-based compensation		6(c),(d)		8			245			20			1,061
Loss from operating activities				3,636			4,173			12,918			17,621
Foreign exchange loss (income)				199			39			(194	)		16
Interest income				(225	)		(33	)		(660	)		(205	)
Finance expense				207			14			594			43
Other income				-			(8	)		-			(22	)
Loss on change in fair value of convertible notes derivative		7		736			-			881			-
Net loss before tax			$	4,553		$	4,185		$	13,539		$	17,453
Income tax expense				65			10			65			10
Net loss			$	4,618		$	4,195		$	13,604		$	17,463

Other comprehensive loss (income)
Items that may be subsequently reclassified to net loss
Foreign exchange translation difference		6(e)		1,295			(3,122	)		(2,727	)		(200	)
Other comprehensive loss (income)			$	1,295		$	(3,122	)	$	(2,727	)	$	(200	)

Total comprehensive loss			$	5,913		$	1,073		$	10,877		$	17,263

Basic and diluted loss per share		12	$	0.01		$	0.01		$	0.03		$	0.03


	Notes		Share capital						Reserves
									Equity -			Foreign
									settled			currency					Share
			Number of						share-based			translation		Investment			Purchase
			shares						compensation			reserve		revaluation			Warrants					Total
			(note 6(a))			Amount			reserve			(note 6(e))		reserve			(note 6(b))		Deficit			equity

Balance at January 1, 2023				529,779,388		$	700,278		$	80,024		$	38,091	$	(17	)	$	271	$	(675,962	)	$	142,685
Shares issued upon redemption of Deferred Share Units		6(d)		143,622			99			(99	)		-		-			-		-			-
Share-based compensation		6(c),(d)		-			-			1,061			-		-			-		-			1,061
Net loss				-			-			-			-		-			-		(17,463	)		(17,463	)
Other comprehensive income net of tax				-			-			-			200		-			-		-			200
Total comprehensive loss																							(17,263	)

Balance at September 30, 2023				529,923,010		$	700,377		$	80,986		$	38,291	$	(17	)	$	271	$	(693,425	)	$	126,483

Balance at January 1, 2024				538,478,010		$	702,950		$	80,993		$	35,233	$	(17	)	$	1,083	$	(696,958	)	$	123,284
Shares returned to treasury and cancelled				(753,729	)		(237	)		-			-		-			-		237			-
Share-based compensation		6(d)		-			-			20			-		-			-		-			20
Net loss				-			-			-			-		-			-		(13,604	)		(13,604	)
Other comprehensive income net of tax				-			-			-			2,727		-			-		-			2,727
Total comprehensive loss																							(10,877	)

Balance at September 30, 2024				537,724,281		$	702,713		$	81,013		$	37,960	$	(17	)	$	1,083	$	(710,325	)	$	112,427

1.	NATURE AND CONTINUANCE OF OPERATIONS

	Northern Dynasty Minerals Ltd. (the “Company”) is incorporated under the laws of the Province of British Columbia, Canada, and its principal business activity is the exploration of mineral properties. The Company is listed on the Toronto Stock Exchange (“TSX”) under the symbol “NDM” and on the NYSE American Exchange (“NYSE American”) under the symbol “NAK”. The Company’s corporate office is located at 1040 West Georgia Street, 14^th floor, Vancouver, British Columbia.

	The condensed consolidated interim financial statements (“Financial Statements”) of the Company as at and for the three and nine months ended September 30, 2024, include financial information for the Company and its subsidiaries (together referred to as the “Group” and individually as “Group entities”). The Company is the ultimate parent. The Group’s core mineral property interest is the Pebble Copper-Gold-Molybdenum-Silver-Rhenium Project (the “Pebble Project”) located in Alaska, United States of America (“USA” or “US”). All US dollar amounts when presented are denoted “US$” and expressed in thousands, unless otherwise stated.

	The Group is in the process of exploring and evaluating the Pebble Project and has not yet determined whether the Pebble Project contains mineral reserves that are economically recoverable. The Group’s continuing operations and the underlying value and recoverability of the amounts shown for the Group’s mineral property interests is entirely dependent upon the existence of economically recoverable mineral reserves; the ability of the Group to obtain financing to complete the exploration and development of the Pebble Project; the Group obtaining the necessary permits to mine; and future profitable production or proceeds from the disposition of the Pebble Project.

	As of September 30, 2024, the Group had $21,835 (December 31, 2023 – $18,200) in cash and cash equivalents for its operating requirements and a working capital (current assets minus current liabilities) of $947 (December 31, 2023 – $899). Working capital is impacted by the recognition in current liabilities of the convertible notes liability and derivative on convertible notes (note 7). These Financial Statements have been prepared based on a going concern, which assumes that the Group will be able to raise sufficient funds to continue its exploration and development activities and satisfy its obligations as they come due. During the nine months ended September 30, 2024, the Group incurred a net loss of $13,604 (2023 – $17,463) and had a deficit of $710,325 as of September 30, 2024 (December 31, 2023 – $696,958). The Group has prioritized the allocation of its financial resources to meet key corporate and Pebble Project expenditure requirements in the near term, including funding the Group’s response to the US Environmental Protection Agency (“EPA”)’s final determination and appeal and remand of the Record of Decision (the “ROD”) (both discussed below). Additional financing will be required to progress any material expenditures relating to the permitting of the Pebble Project. Additional financing may include any of or a combination of debt, equity (subject to terms of the convertible notes (note 7), royalties and/or contributions from possible new Pebble Project participants. With the completion of the second US$12,000 tranche under the royalty agreement on July 25, 2024, the terms of the November 2023 amendment to the royalty agreement (the “Amendment”), provides the royalty holder, at its option, the ability to complete the remaining investment of US$36 million, under the royalty agreement, in US$12 million tranches, by July 26, 2025. There can be no assurances that the Group will be successful in receiving this additional investment or obtaining additional financing or funding when required. If the Group is unable to raise the necessary capital resources and generate sufficient cash flows to meet obligations as they come due, the Group may, at some point, consider reducing or curtailing its operations. As a result, there is material uncertainty that raises substantial doubt about the Group’s ability to continue as a going concern.

	These Financial Statements do not reflect adjustments to the carrying values and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern, and such adjustments could be material.

	The Group, through the Pebble Limited Partnership (“Pebble Partnership”), initiated federal and state permitting for the Pebble Project under the National Environmental Protection Act (“NEPA”) by filing documentation for a Clean Water Act (“CWA”) 404 permit with the US Army Corps of Engineers (“USACE”) in December 2017. The USACE published a draft Environmental Impact Statement (“EIS”) in February 2019 and completed a 120-day public comment period thereon on July 2, 2019. In late July 2019, the EPA withdrew the determination initiated under Section 404(c) of the CWA in 2014 for the waters of Bristol Bay (“Proposed Determination”), which attempted to pre-emptively veto the Pebble Project before it received an objective, scientific regulatory review under NEPA. On July 24, 2020, the USACE published the final EIS. On November 25, 2020, the USACE issued a ROD rejecting the Pebble Partnership’s permit application (“2020 ROD”), finding concerns with the proposed compensatory mitigation plan and determining the project would be contrary to the public interest. The 2020 ROD rejected the compensatory mitigation plan as ‘non-compliant’ and determined the project would cause ‘significant degradation’ and was contrary to the public interest. Based on this finding, the USACE rejected the Pebble Partnership’s permit application under the CWA. On January 19, 2021, the Pebble Partnership submitted its request for appeal of the 2020 ROD with the USACE Pacific Ocean Division (“USACE POD”) (the “RFA”). On February 24, 2021, the USACE POD notified the Pebble Partnership that the RFA was complete and met the criteria for appeal and assigned a review officer (“RO”) to oversee the administrative appeal process at that time but subsequently assigned a new RO. The USACE POD also indicated that due to the complexity of issues and volume of materials associated with the Pebble Project case, the review would take additional time than what federal regulations suggest, which was that the appeal should conclude within 90 days, and no case extend beyond one year. In June 2021, the USACE POD completed the ‘administrative record’ for the appeal and provided a copy to the Pebble Partnership, following which the Pebble Partnership and its legal counsel reviewed the voluminous record for completeness and relevance to the USACE’s permitting decision, and its sufficiency to support a fair, transparent, and efficient review. An appeal conference was held in July 2022. On April 24, 2023, the USACE POD issued its decision to remand the permit application denial to the USACE Alaska District (the “District”) so the District can re-evaluate specific issues. As a result of the remand decision and in light of the EPA’s Final Determination (discussed below), the District was instructed to review the appeal decision and had 45 days to notify the parties how it plans to proceed. Six extensions were requested and granted. The District’s last extension was until the US Supreme Court acted on the State of Alaska’s bill of complaint challenging the EPA’s exercise of its CWA, Section 404(c) authority. On January 8, 2024, the US Supreme Court announced they would not hear the State’s complaint directly and it would have to go through the normal US federal court process. In April 2024, the District determined not to engage in the remand process. The District also issued a further record of decision dated April 15, 2024, to deny the permit on the basis that the Pebble Project and portions of the required transportation and pipeline corridor fall within the “defined areas for prohibition” and the “defined area for restriction” in the EPA’s Final Determination. The further denial was stated by the District to be without prejudice and not subject to administrative appeal on the basis that the EPA’s Final Determination is a controlling factor that cannot be changed by a District decision maker. The District’s further determination is not based on the merits of the many technical issues raised in the Company’s appeal and is viewed by the Company as prejudicial to the Company and the Pebble Partnership as the EPA’s Final Determination is based on, in part, the rationale utilized by the District in its 2020 ROD which was not sustained by the administrative appeal decision.

	On October 29, 2021, the court granted the EPA’s motion for remand and vacated the EPA’s 2019 withdrawal of the Proposed Determination decision, thus reinstating the Proposed Determination. The court declined to impose a schedule on the EPA’s proceedings on remand. On May 25, 2022, the EPA announced that it intended to advance its pre-emptive veto of the Pebble Project and issued a revised Proposed Determination. Public comments on the revised Proposed Determination closed on September 6, 2022. The Pebble Partnership submitted extensive comments on the Revised Proposed Determination, objecting to the EPA’s pre-emptive veto of the Pebble Project and stating its concerns about legal and factual flaws therein. On January 30, 2023, the EPA issued a Final Determination under Section 404(c) of the CWA, imposing limitations on the use of certain waters in the Bristol Bay watershed as disposal sites for certain discharges of dredged or fill material associated with development of a mine at the Pebble deposit. This Final Determination is the concluding step in the administrative process set forth in 40 C.F.R. Part 231, which governs the EPA’s authority under Section 404(c) to veto permit decisions. The Administrative Procedure Act (“APA”), 5 USC §551 et seq., which governs judicial review of agency decisions, provides that individuals aggrieved by agency action may seek judicial review of any “final agency action.” The EPA’s administrative determination can be challenged by filing a lawsuit in US federal district court seeking reversal of that decision. The Company and the Pebble Partnership are seeking judicial review of the Final Determination. On March 15, 2024, the Company announced that two separate actions had been filed in the US federal courts challenging the federal government’s actions to prevent it and the Pebble Partnership from building a mine at the Pebble Project. One action, filed in Federal District Court in Alaska, seeks to vacate the EPA’s Final Determination to veto a development at Pebble. The second action, filed in the US Court of Federal Claims in Washington, DC, claims the actions by the EPA constitute an unconstitutional "taking" of the Company’s and the Pebble Partnership’s property. On September 17, 2024 this "takings" action was stayed pending the results of the separate action to vacate the EPA’s Final Determination.

	On June 7, 2024, the Company and the Pebble Partnership filed a motion to add the District as a defendant to the action filed against the EPA, and to amend the complaint to claim that the USACE’s permit decision was arbitrary and capricious. The amended complaint claims that the District’s initial permit denial, which informed the EPA’s Final Determination, was flawed in ways that the District itself subsequently acknowledged, including (i) that the project might damage the Bristol Bay fishery when the District’s scientific review set forth in the final EIS had found just the opposite, and (ii) that there was risk of a catastrophic failure of the tailings facility when the final EIS concluded the opposite, determining the probability was remote. The Company and the Pebble Partnership claim that the District’s refusal to proceed with the remand process is contradictory and prejudicial to the Company and the Pebble Partnership as the EPA’s Final Determination is based on the District’s conclusions which are, in part, required to be the reviewed under the remand process. In August 2024, the US Federal District Court in Alaska granted the motion to modify the existing complaint against the EPA by adding the District as an additional defendant.

	The State of Alaska filed a “takings” action in the US Court of Federal Claims in Washington, DC, in March 2024. The State of Alaska filed an action in Federal District Court in Alaska seeking to vacate the EPA veto of a development at Pebble in April 2024. The former action has also been stayed pending the outcome of the latter.

	In June 2024, Iliamna Natives Limited (“INL”) and Alaska Peninsula Corporation (“APC”) filed suit against the EPA for exceeding its authority with the veto action against Pebble. Both INL and APC are Alaska Native Village corporations representing two of the communities closest to the Pebble Project.

2.	MATERIAL ACCOUNTING POLICIES

(a)	Statement of Compliance

	These Financial Statements have been prepared in accordance with IAS 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the IFRS Interpretations Committee (“IFRIC”s). They do not include all of the information required by IFRS for complete annual financial statements and should be read in conjunction with the Group’s consolidated financial statements as at and for the year ended December 31, 2023 (the “2023 annual financial statements”). These Financial Statements were authorized for issue by the Audit and Risk Committee on November 12, 2024.

(b)	Significant Accounting Estimates and Judgements

	In preparing these Financial Statements, management has made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

	There was no change in the use of significant estimates and judgements during the current period as compared to those described in Note 2 in the 2023 annual financial statements, and which three are discussed below:

	Critical accounting judgements

	1.	The Group used judgement in concluding that no impairment indicators exist in relation to the Pebble Project, notwithstanding the receipt of the ROD denial of the permit by the USACE for the Pebble Project and the Final Determination issued by the EPA that prohibits the disposal of dredged or fill material for the Pebble Project, both of which may be considered an indicator under IFRS 6, Exploration for and Evaluation of Mineral Resources, for testing for impairment. Key to the Group’s judgement conclusion include the following:

	·	The Group submitted an administrative appeal with the USACE POD on the permit denial and the USACE POD remanded the permit decision to the District to re-evaluate specific issues. Although the District has declined to engage in the remand process, citing the EPA intervening veto of development at Pebble, this decision is without prejudice and not based on the merits of the many technical issues raised in the Group’s appeal. The Group also filed a motion to amend its complaint against the EPA to include the District as an additional defendant, which was granted;
	·	The Group has legal avenues to challenge the EPA’s Final Determination and has filed actions thereto (see note 1); and
	·	The Company’s market capitalization on September 30, 2024, and the date the Financial Statements were authorized for issuance, exceeded the carrying value of the Pebble Project and the Group’s net asset value.

	2.	The Group used judgement that going concern is an appropriate basis for the preparation of the Financial Statements, as the Group considered existing financial resources in determining that such financial resources can meet key corporate and Pebble Project expenditure requirements for at least the next twelve months (note 1).

	3.	The Group used judgement in concluding that the convertible notes are hybrid financial instruments because of the embedded derivative liability that is the foreign exchange equity conversion i.e., the Group can issue a fixed number of the Company’s shares for a variable amount depending on the US$/C$ exchange rate.

(c)	Recent Accounting Pronouncements

	Certain new standards, interpretations, amendments and improvements to existing standards were issued by the IASB. The following was adopted by the Group on January 1, 2024:

3.	MINERAL PROPERTY, PLANT AND EQUIPMENT

	The Group’s exploration and evaluation assets are comprised of the following:

Nine months ended September 30, 2024	Mineral Property Interest ¹			Plant and Equipment ³			Total
Cost
Beginning balance	$	94,317		$	2,249		$	96,566
Disposal of mineral property interest ²		(13,826	)		–			(13,826	)
Modification of lease term		–			305			305
Ending balance		80,491			2,554			83,045

Accumulated depreciation
Beginning balance		–			(2,096	)		(2,096	)
Depreciation charge for the period ⁴		–			(119	)		(119	)
Ending balance		–			(2,215	)		(2,215	)

Foreign currency translation difference
Beginning balance		27,158			223			27,381
Movement for the period		2,864			3			2,867
Ending balance		30,022			226			30,248

Net carrying value – December 31, 2023	$	121,475		$	376		$	121,851
Net carrying value – September 30, 2024	$	110,513		$	565		$	111,078

	Notes to table:

	1.	Mineral Property Interest

		Comprises the Pebble Project, a contiguous block of 1,840 mineral claims covering approximately 274 square miles located in southwest Alaska, 17 miles (30 kilometers) from the villages of Iliamna and Newhalen, and approximately 200 miles (320 kilometers) southwest of the city of Anchorage.

	2.	Disposal of Mineral Property Interest – Royalty Agreement

		On July 25, 2024, the Group received the remaining US$10,000 royalty payment under the second tranche of the Group’s royalty agreement and the Amendment.

		As the royalty holder completed the funding of the second tranche (for a total of US$12,000) on or before July 26, 2024, the balance for the completion of the royalty agreement, payable in three US$12,000 tranches, has been extended until July 26, 2025, as agreed to under the Amendment.

		Completion of the second tranche of US$12,000 increases the royalty holder’s right to an aggregate of 4% of the payable gold production and 12% of the aggregate silver production.

		The Group has recorded the payment as a recovery of mineral property costs consistent with the previous payments as they represent a partial sale of mineral property interest. The royalty agreement and the Amendment provides the royalty holder with rights akin to ownership of an undivided interest in the Pebble Project. Accordingly, no gain or loss was recognized.

	3.	Plant and Equipment include Right-of-Use Assets (“ROU Assets”)

		ROU Assets, which relate to the use of office space, office equipment and yard storage are included under plant and equipment. The following comprises ROU Assets:

Nine months ended September 30, 2024	Land and Buildings			Equipment			Total
Cost
Beginning balance	$	828		$	48		$	876
Modification of lease term		305			–			305
Ending balance		1,133			48			1,181

Accumulated depreciation
Beginning balance		(466	)		(34	)		(500	)
Depreciation charge for the period ⁴		(112	)		(4	)		(116	)
Ending balance		(578	)		(38	)		(616	)

Foreign currency translation difference
Beginning balance		(2	)		(2	)		(4	)
Movement for the period		3			1			4
Ending balance		1			(1	)		–

Net carrying value – December 31, 2023	$	360		$	12		$	372
Net carrying value – September 30, 2024	$	556		$	9		$	565

	September 30		December 31
	2024		2023
Sales tax receivable	$	53	$	63
Interest, refundable deposits, and other receivables ¹		125		595
Prepaid expenses ²		369		2,250
Total	$	547	$	2,908

	Notes to table:

	1.	At December 31, 2023, includes the Group’s insurance carrier’s reimbursement of $532 of legal costs incurred on class actions and the Alaska Grand Jury investigation (note 14(a)).

	2.	Includes prepaid insurance, which is amortized over the insurance term.

5.	CASH AND CASH EQUIVALENTS AND RESTRICTED CASH

(a)	Cash and Cash Equivalents

	The Group’s cash and cash equivalents at September 30, 2024 and December 31, 2023, consisted of cash on hand and was invested in business and savings accounts.

(b)	Restricted Cash

	The Group has cash deposited with a United States financial institution that has been pledged as collateral to the surety provider for a US$2,000 surety bond that was placed with the Alaskan regulatory authorities for a performance guarantee related to any potential reclamation liability as a condition of the Miscellaneous Land Use Permit granted to the Pebble Partnership for its ongoing activities on the Pebble Project. The cash deposit will be released once any required reclamation work has been performed and assessed by the Alaskan regulatory authorities. The cash is invested in a money market fund. For the three and nine months ended September 30, 2024, the Group earned income of $12 (2023 – $10) and $34 (2023 – $28) respectively, which was re-invested.

6.	CAPITAL AND RESERVES

(a)	Authorized Share Capital

	At September 30, 2024, and 2023, authorized share capital consisted of an unlimited number of common shares (“Shares”) with no par value, of which 537,724,281 (2023 – 529,923,010) Shares were issued and fully paid.

(b)	Options not Issued under the Group’s Incentive Plan and Warrants

	Notes to the table:

	1.	The options were issued in exchange for the outstanding options in Cannon Point Resources Ltd. on the acquisition of the company in October 2015. They are all exercisable and have a remaining life of 0.19 (December 31, 2023 – 0.94) years and expire on December 8, 2024.

	2.	The warrants were issued pursuant to the unit private placement in December 2023. They have a remaining life of 1.21 (December 31, 2023 – 1.96) years and expire on December 14, 2025.

(c)	Share Purchase Option Compensation Plan

	The following reconciles the issued and outstanding options pursuant to the Group’s incentive plan for the three and nine months ended September 30, 2024, and 2023:

Continuity of options	Number of options			Weighted average exercise price ($/option)
Balance December 31, 2022		27,693,500			0.98
Expired		(3,375,000	)		0.80
Balance September 30 and December 31, 2023		24,318,500			1.00
Expired		(6,368,500	)		0.99
Balance September 30, 2024		17,950,000			1.01

	For the three months and nine months ended September 30, 2024, the Group recognized $nil (2023 – $239 and $1,043 respectively) in share-based compensation (“SBC”) for options in the Statement of Comprehensive Loss.

	The following table summarizes information on options outstanding as at the reported dates:

	September 30, 2024			December 31, 2023
Exercise price ($)	Number of options outstanding	Number of options exercisable	Weighted Average Remaining contractual life (years)	Number of options outstanding	Number of options exercisable	Weighted Average Remaining contractual life (years)
0.41	11,254,000	11,254,000	2.88	11,254,000	11,254,000	3.63
0.99	–	–	–	6,368,500	6,368,500	0.74
2.01	6,696,000	6,696,000	0.80	6,696,000	6,696,000	1.55
Total	17,950,000	17,950,000		24,318,500	24,318,500

	The weighted average contractual life for options outstanding, which were all exercisable, was 2.10 (December 31, 2023 – 2.30) years per option.

(d)	Deferred Share Units (“DSUs”)

	The following reconciles DSUs outstanding for the nine months ended September 30, 2024, and 2023:

Continuity of DSUs	Number of DSUs			Weighted average fair value ($/DSU)
Balance December 31, 2022		539,286			0.65
Granted		60,039			0.31
Redeemed		(143,622	)		0.69
Balance September 30, 2023		455,703			0.60
Granted		14,644			0.45
Balance December 31, 2023		470,347			0.59
Granted		50,501			0.40
Balance September 30, 2024		520,848			0.57

	For the three months and nine months ended September 30, 2024, the Group recognized SBC of $8 (2023 – $6) and $20 (2023 – $18) for DSU grants in the Statement of Comprehensive Loss, based on the aggregate market value of Shares on grant date, with a corresponding increase in the equity-settled share payment reserve in equity.

	After the reporting period the Group issued 15,548 DSUs with a fair value of $0.45 per DSU on date of grant (note 8(a)).

(e)	Foreign Currency Translation Reserve

Continuity
Balance December 31, 2022	$	38,091
Gain on translation of foreign subsidiaries		200
Balance September 30, 2023		38,291
Loss on translation of foreign subsidiaries		(3,058	)
Balance December 31, 2023		35,233
Gain on translation of foreign subsidiaries		2,727
Balance September 30, 2024	$	37,960

	The foreign currency translation reserve represents accumulated exchange differences arising on the translation of the results of operations and net assets of the Group’s subsidiaries with a US dollar functional currency into the Group’s presentation currency, the Canadian dollar.

7.	CONVERTIBLE NOTES LIABILITY AND DERIVATIVE ON CONVERTIBLE NOTES

	In December 2023, pursuant to an investment agreement, an investor, Kopernik Global Investors, LLC, on behalf of its clients (collectively the "Investor"), purchased convertible notes having an aggregate principal amount of US$15 million (the “Notes"). The Notes have a term of 10 years from the date of issuance, being December 18, 2023, and bear interest at a rate of 2.0% per annum, payable in cash semi-annually in arrears on December 31 and June 30 of each year, commencing on June 30, 2024. The principal amount of the Notes is convertible at any time at the option of the Investor at a per share conversion price of US$0.3557 (the "Conversion Price"), subject to adjustment in certain circumstances (i.e., including a change of control). If the Group proceeds with an equity financing in the future, the terms of the Notes require that the Group redeem the Notes at 150% of the principal amount of the Notes, in cash or convert at the Conversion Price (the "financing redemption option"), at the election of the Investor, and pay any accrued but unpaid interest in cash. This financing is subject to customary exclusions for non-financing issuances of the Company’s equity securities. In addition, the Notes include change of control provisions under which (i) the Investor may elect to convert the Notes concurrent with a change of control transaction at the lower of the fixed Conversion Price and the price per common share implied by the change of control transaction, and (ii) if the Investor does not elect to convert, the Group will be required to offer to repurchase the Notes at 101% of the principal amount ( the "CoC option"), plus accrued but unpaid interest.

	As the amount of the Notes to be settled is a fixed US Dollar amount which when converted back to the Company’s functional currency results in a variable amount of cash (i.e., a variable carrying amount for the financial liability that arise from changes in the USD/CAD exchange rate), the fixed-for-fixed criterion for equity classification is not met. The conversion option, financing redemption option and the CoC option are derivative liabilities, with their value dependent on the USD/CAD exchange rate and so are embedded derivatives. The Notes as a result include a debt host, which is accounted for at amortised cost, and the embedded derivatives, which are separated from the debt host and accounted for at fair value with changes in fair value recorded in the Statement of Comprehensive Loss.

	Transaction costs of $196 were incurred on the issue of the Notes of which $22 was allocated to the debt host with the balance recorded in the Statement of Comprehensive Loss.

	As the conversion feature may be exercised by the Investor at any time, the Group does not have the right to defer its settlement for at least twelve months. Accordingly, the convertible notes liability and derivative on convertible notes are classified as current liabilities in the Statement of Financial Position.

	Convertible notes liability

	The debt host has been accounted for at amortised cost with a 30.13% effective interest rate. The following reconciles movements at the reported dates:

	Derivative on convertible notes

	The following reconciles the movements at the reported dates:

	September 30		December31
Continuity	2024		2023
Beginning balance	$	16,687	$	–
Recognition on issue date		–		17,866
Loss (gain) on change in fair value		881		(1,179	)
Ending balance	$	17,568	$	16,687

Input/Assumption	September 30, 2024		December 31, 2023
Share price on valuation date		US$0.33	US$0.32
Volatility	95.8495%		95.4459%
Strike price on conversion	US$0.3557		US$0.3557
Time to expiration	3,366 days		3,640 days
Risk free interest rate	4.117%		5.153%
Dividend Yield	Nil%		Nil%

	The estimated value for the conversion option under the model was US$12,264 ($16,589) on September 30, 2024 (December 31, 2023 – US$12,048 ($15,960)).

	For the financing redemption and CoC options, the Group estimated the discounted cash flow (“DCF”) value of the options assuming the events that trigger these options occur mid-point between the Notes issuance and maturity. The Group determined from the DCF analysis that there was additional value over and above the conversion option. As such, the Group estimated at both September 30, 2024 and at December 31, 2023, a 10% probability for either option occurring with an 80% probability of conversion at the Conversion Price. Accordingly, the estimated value for the embedded derivative was estimated at US$12,987 ($17,568) on September 30, 2024 (December 31, 2023 – US$12,597 ($16,687)) and as a result the Group recorded a loss in the change in fair value of $881 (December 31, 2023 – gain of $1,179) for the embedded derivative.

	The valuation of the embedded derivative is sensitive to changes in the Company’s share price and assumed volatility of the Company’s share price. If the assumed volatility increases/decreases by 10%, the fair value of the embedded derivative increases/decreases by approximately 3-4%. If the share price is reduced/increased by 10%, the fair value of the embedded derivative reduces/increases by approximately 11%.