Company Overview - The company is the second largest independent regional airline in the U.S., operating a fleet of 275 regional jet aircraft with approximately 1,300 daily flights to 130 cities as of December 31, 2025[232]. - The merger with Mesa Air Group, completed on November 25, 2025, expanded the company's operations and financial position, integrating Mesa's assets and subsidiaries[233]. Financial Performance - In 2025, the company generated revenues of $1,676.5 million, an increase of 13.7% from $1,474.0 million in 2024, with pre-tax income rising to $113.4 million from $86.9 million[234]. - Revenues increased by $202.5 million, or 13.7%, to $1,676.5 million for the year ended December 31, 2025, compared to $1,474.0 million for 2024, primarily due to a $188.3 million increase in variable revenue driven by an 18.2% increase in block hour production and a 14.6% increase in departures[266]. - Revenues increased by $44.9 million, or 3.1%, to $1,474.0 million for the year ended December 31, 2024, driven by a $83.8 million or 9.0% increase in Carrier-Controlled Revenue[283]. - Net income for the year ended December 31, 2024, was $64.6 million, reflecting a 17.9% increase from $54.8 million in 2023[279]. - Adjusted EBITDA increased by $84.5 million, or 32.9%, to $341.7 million for the year ended December 31, 2025, compared to $257.2 million for 2024[266]. - Adjusted EBITDA decreased by $37.8 million, or 12.8%, to $257.2 million for the year ended December 31, 2024[281]. Operational Metrics - The company carried passengers on over 371,000 flights in 2025, compared to 323,000 flights in 2024, reflecting a significant increase in operational capacity[234]. - The number of aircraft under operation for Partner Airlines increased by 32.2% to 275 at the end of 2025, compared to 208 in 2024[269]. - Block hours increased by 18.2% to 699,313 for the year ended December 31, 2025, compared to 591,677 for 2024[269]. - Average daily utilization of each aircraft improved by 14.1% to 9.7 hours for the year ended December 31, 2025, compared to 8.5 hours for 2024[269]. Expenses - Operating expenses rose by $171.2 million, or 12.8%, to $1,508.2 million for the year ended December 31, 2025, compared to $1,337.0 million for 2024[266]. - Wages and benefits expense increased by $85.4 million, or 12.6%, to $762.6 million for the year ended December 31, 2025, primarily due to a $67.3 million increase in salaries and wages linked to an 18.2% rise in block hour production[272]. - Maintenance and repair expenses increased by $9.7 million, or 3.1%, to $320.9 million for the year ended December 31, 2025, driven by a $28.2 million increase in repairs, partially offset by a decrease in heavy check maintenance events[273]. - Other operating expenses increased by $25.8 million, or 11.5%, to $250.6 million for the year ended December 31, 2025, primarily due to increased crew hotel and travel expenses[276]. - Wages and benefits expenses accounted for 50.6% of total operating expenses for the year ended December 31, 2025[327]. - A hypothetical 25% increase in wages and benefits would have raised operating expenses by approximately $190.7 million for the year ended December 31, 2025[327]. Taxation - Income tax expense rose to $37.2 million for the year ended December 31, 2025, compared to $22.3 million for 2024, with an effective tax rate increase from 25.7% to 32.8%[278]. - The company expects an effective tax rate of 29% for 2026, down from 32.8% in 2025[278]. - The company recorded income tax expense of $37.2 million for the year ended December 31, 2025, at an effective tax rate of 32.8%[311]. Capital and Financing - As of December 31, 2025, the company had a working capital deficit of $33.6 million, highlighting the capital-intensive nature of the airline industry[294]. - Total cash, cash equivalents, restricted cash, and marketable securities decreased by $3.5 million, or 1.1%, to $319.9 million as of December 31, 2025, compared to $323.4 million as of December 31, 2024[296]. - Net cash provided by operating activities increased by $95.9 million, or 42.4%, to $322.0 million during the year ended December 31, 2025, from $226.1 million in 2024[297]. - Net cash used in investing activities increased by $245.4 million to $350.9 million during the year ended December 31, 2025, compared to $105.5 million in 2024[298]. - Net cash provided by financing activities changed by $156.9 million to $54.7 million net cash provided for the year ended December 31, 2025, compared to $102.2 million net cash used in 2024[300]. - The company has future contractual obligations totaling $2,401.3 million as of December 31, 2025, including $1,025.4 million in current and long-term debt obligations[307]. - The company executed an amendment to a financing arrangement to finance aircraft deliveries during the year ending December 31, 2026, with remaining maximum borrowings allowable of $115.6 million[308]. - The company recorded $2.9 million in capitalized interest costs associated with the construction of the Aviation Campus as of December 31, 2025[309]. - Aggregate payments under long-term maintenance agreements were $154.0 million for the year ended December 31, 2025[310]. - 84.2% of the company's long-term debt is currently at a fixed rate, minimizing the impact of interest rate fluctuations on earnings and cash flows[324]. Risks and Challenges - The company faces risks related to inflation and labor costs, which could adversely affect financial condition and operating results[328]. - Approximately 71% of the company's workforce is represented under collective bargaining agreements, which can impact wage costs and operational stability[243]. - The average age of the company's aircraft is approximately 13.0 years, with expectations of increasing maintenance costs as the fleet ages[247]. - The company has secured borrowings on a portion of the Aviation Campus and plans to finance aircraft acquisitions through third-party leases or secured borrowings[325]. Accounting and Valuation - The merger with Mesa Air Group, Inc. is accounted for as a reverse acquisition, with Legacy Republic designated as the accounting acquirer[320]. - 11.9% of the pre-merger voting interest in Legacy Republic was issued as consideration for certain net assets of Mesa, measured at fair value[320]. - A valuation allowance of $82.7 million was provided on deferred tax assets related to NOL carryforwards as of December 31, 2025, reflecting uncertainty in realization[319]. - As of December 31, 2025, the company has estimated net operating losses (NOLs) of approximately $300 million for U.S. federal income tax purposes, beginning to expire in 2036[317]. - The estimated useful life of regional jet aircraft has been adjusted from 22.0 years to 26.0 years effective January 1, 2024, aligning with market data[317].

Project Spending and Production Forecasts - Barrick Mining Corporation reported total project spending of $167 million for the Ren project, with an estimated capital cost of $410 to $470 million[19]. - Orla Mining Ltd. expects to produce 1,072,300 ounces of payable gold and 760,000 ounces of payable silver from the South Railroad project over a mine life of 10 years[20]. - Blackrock Silver received its Class II Air Quality and Surface Disturbance Permit, with all permits anticipated by mid-2027 for the Tonopah West project[21]. - DPM Metals announced that Vareš mine production resumed in January 2026, with a focus on ramping up to full production by year-end 2026[22]. - DPM's guidance for 2026 indicates expected production from Vareš will exceed previous estimates[23]. - U.S. GoldMining's Whistler project has an after-tax NPV(5%) of $2.04 billion and an internal rate of return of 33.0%[23]. - The company forecasts total GEOs of between 7,500 and 9,300 for 2026, based on an assumed gold price of $5,150 per ounce and a copper price of $5.75 per pound[24]. - The five-year outlook anticipates GEOs to increase to between 28,000 and 34,000 by 2030, representing over a 490% increase from 2025 results[27]. Financial Performance - Total revenue for the year ended December 31, 2025, was $17.768 million, compared to $12.847 million in 2024, reflecting a year-over-year increase of approximately 38.5%[39]. - Net loss for Q4 2025 was $920, significantly improved from a loss of $3,193 in Q4 2024, representing a reduction of approximately 71%[42]. - Adjusted Net Income for the year ended December 31, 2025, was a loss of $1,749, compared to a loss of $1,150 in 2024, indicating a worsening performance year-over-year[43]. - Adjusted EBITDA for Q4 2025 increased to $3,198 from $1,240 in Q4 2024, reflecting a growth of approximately 158%[42]. - Total Revenue, Land Agreement Proceeds, and Interest for Q4 2025 amounted to $4,149, compared to $2,661 in Q4 2024, marking an increase of about 56%[44]. - The average gold price for Q4 2025 was $5,206, up from $3,846 in Q4 2024, indicating a rise of approximately 35%[44]. - Interest income credited against gold-linked loans for Q4 2025 was $481, compared to $295 in Q4 2024, reflecting an increase of approximately 63%[43]. - The company experienced a change in fair value of gold-linked loans, resulting in a loss of $693 in Q4 2025, compared to a loss of $331 in Q4 2024[43]. Shareholder and Administrative Information - The weighted average number of common shares increased to 188,005,702 in Q4 2025 from 169,505,388 in Q4 2024, representing an increase of about 11%[43]. - The company reported a partial make-whole payment for the redemption of convertible debentures amounting to $4,222 in Q4 2025[43]. - Transaction-related and non-recurring general and administrative expenses for the year ended December 31, 2025, were primarily due to professional fees related to a new accounting system[44]. Royalty Generation - The royalty generator model added eight new royalties in 2025, totaling 56 since the acquisition of Ely Gold Royalties Inc.[30].

Financial Position - Total cash position was $9.5 million as of December 31, 2025, expected to provide runway into 2027[1] - Total assets decreased to $17.572 million as of December 31, 2025, from $37.038 million in 2024[21] - Cash and cash equivalents at the end of the year on December 31, 2025, were $8,717,000, an increase from $7,401,000 at the beginning of the year[24] Expenses - Research and Development Expenses for Q4 2025 were $1.8 million, an increase of $1.4 million compared to $0.5 million in Q4 2024[6] - General and Administrative Expenses for Q4 2025 were $1.1 million, an increase of $0.6 million compared to $0.6 million in Q4 2024[7] - Research and development expenses for the year ended December 31, 2025, were $3,731,000, a decrease of 51% from $7,620,000 in 2024[22] - The impairment loss for the year ended December 31, 2025, was $20,482,000, a significant increase from $202,000 in 2024[22] Losses - Operating Loss for the year ended December 31, 2025, was $27.5 million, an increase of $16.5 million compared to $11 million in 2024[15] - Net Loss for the year ended December 31, 2025, was $26.4 million, or $54.9 loss per basic ADS, compared to a net loss of $7.2 million in 2024[16] - The total comprehensive loss for the year ended December 31, 2025, was $26,492,000, up from $7,298,000 in 2024, indicating a significant increase of 263%[22] - The loss per share for the year ended December 31, 2025, was $0.027, compared to $0.022 in 2024, representing a 23% increase[22] Cash Flow - The net cash used in operating activities for the year ended December 31, 2025, was $5,656,000, an improvement from $14,367,000 in 2024[24] - The company reported a non-IFRS adjusted operating loss of $6,667,000 for the year ended December 31, 2025, compared to $10,221,000 in 2024, reflecting a 35% improvement[25] - The company raised $3,153,000 from the issuance of ADSs during the year ended December 31, 2025, down from $5,809,000 in 2024[24] - The finance income, net for the year ended December 31, 2025, was a loss of $966,000, compared to a loss of $3,726,000 in 2024, indicating an improvement[24] Research and Development - Achieved commercially viable yield for IM1240, positioning the program competitively for future development[14] - Significant tumor regression demonstrated with IM1240 and IM1305, targeting different tumor antigens[5] - CAPTN-3 platform's lead candidate, IM1240, showed improved tolerability in toxicology studies at doses up to 300-fold higher than a non-capped comparator[5]

Financial Performance and Capital Needs - The company is a clinical stage biotechnology firm with a history of operating losses and anticipates incurring significant additional losses in the future[29]. - The company relies on a limited portfolio of therapeutic candidates for future revenue, which could impair its ability to achieve profitability[29]. - Additional capital will be necessary to develop and commercialize therapeutic candidates, and failure to raise sufficient capital could significantly impair future operations[29]. - The company has incurred approximately $171 million in losses from the commencement of its pharmaceutical research and development activities through December 31, 2025[37]. - The company may need to raise substantial additional funds to develop and commercialize its therapeutic candidates, as current cash and short-term investments are insufficient[42]. - The company has a limited operating history, and its future revenue depends on the successful commercialization of its therapeutic candidates[38]. Regulatory and Clinical Trial Risks - The company is subject to regulatory approvals, and delays or rejections of IND, NDA, or BLA for therapeutic candidates could hinder commercialization efforts[27]. - The company has ongoing clinical trials that may fail to demonstrate the safety and efficacy of its therapeutic candidates, impacting regulatory approval[29]. - The company’s therapeutic candidates are subject to extensive regulatory review, and failure to demonstrate safety and efficacy could prevent or delay approval[46]. - Regulatory approval processes for therapeutic candidates are subject to delays due to factors such as government budget changes and workforce reductions at the FDA, which could adversely affect the company's business[50]. - Any material delay in obtaining regulatory approvals will increase costs and adversely affect the company's ability to generate future revenues[53]. - The company is subject to various regulatory requirements that could lead to delays in clinical trials and commercialization of therapeutic candidates[92][93]. Manufacturing and Supply Chain Challenges - The company anticipates continued reliance on third-party manufacturers for the production of active pharmaceutical ingredients (API) compliant with regulations[29]. - The company may experience difficulties in manufacturing its therapeutic candidates, which could delay supply for clinical trials[1]. - The company relies heavily on third-party manufacturers for the production of its oncology therapeutic candidates, which may affect profit margins and timely commercialization[71]. - The company does not own manufacturing facilities and is dependent on third-party vendors for APIs and other materials, which could lead to delays in clinical trials if supply is interrupted[73]. - Regulatory compliance is critical, and failure of third-party manufacturers to adhere to cGMPs could result in significant delays or suspension of clinical trials[78]. - Manufacturing complexities for therapeutic candidates like NT219, CM24, and IM1240 may lead to production delays and increased costs, impacting commercial viability[104][106]. Collaboration and Partnership Dependencies - The company emphasizes the importance of establishing collaborations for its therapeutic candidates to enhance development and commercialization prospects[29]. - Collaborative arrangements with third parties are essential for the company, but these collaborations may not be successful or may not yield anticipated benefits[58]. - The company relies on collaboration partners for clinical trials, and any failure in these collaborations could significantly delay development plans and revenue generation[100]. - Collaboration agreements may provide partners with rights to terminate, which could adversely affect product development efforts and financial stability[103]. Market and Competitive Landscape - The company operates in a rapidly changing and competitive market for oncology therapeutic candidates, which may impact its growth[1]. - The competitive landscape in the pharmaceutical and biotechnology industry is rapidly changing, with many companies developing products for the same indications, potentially impacting the company's market position[135]. - New drug delivery technologies and treatments developed by competitors may render the company's therapeutic candidates noncompetitive or obsolete[136]. - Market acceptance of the company's oncology therapeutic candidates may be limited due to the established use of alternative treatments with a longer history of effectiveness[137]. - Adequate reimbursement from third-party payers is critical for the company's revenue generation, and delays or limitations in reimbursement could adversely affect market acceptance[138]. Intellectual Property Risks - The company may face challenges in protecting its intellectual property rights, which could adversely affect its business[1]. - Third-party claims of intellectual property infringement could delay the development and commercialization of therapeutic candidates, impacting financial performance[166][167]. - The company may face future adversarial proceedings or litigation regarding patents that could negatively impact its ability to market drug candidates[168]. - There is uncertainty regarding the completeness of the company's patent searches, which may lead to potential infringement claims from third parties[170]. - The company may lose valuable intellectual property rights, which could adversely affect its business and financial condition[174]. Operational and Geopolitical Risks - The company faces risks related to the political, economic, and public health situations in Israel and other operational countries[29]. - The company is exposed to various global risks that could adversely affect its business, including changes in trade policies and geopolitical events[123]. - The global perception of Israel may lead to increased sanctions and negative measures against Israeli companies, potentially impacting business operations[209]. - The Israeli government is committed to covering the reinstatement value of direct damages caused by terrorist attacks or acts of war, but there is no assurance that this coverage will be maintained[208]. Management and Personnel Challenges - The CEO announced plans to step down in August 2026, which may create uncertainty and impact operations[120]. - The company faces challenges in attracting and retaining key personnel, which could adversely affect its business[121]. - Significant funds may be required to satisfy indemnification obligations due to claims against directors and officers, which could adversely affect the company's financial condition and limit funds available for shareholder claims[218]. Financial and Economic Conditions - Unfavorable macroeconomic conditions, including a 3.1% rise in the Consumer Price Index from January 2023 to January 2024, could adversely impact the company's financial results[157]. - Trade disputes and geopolitical tensions may exacerbate macroeconomic challenges, affecting capital access and overall business operations[159]. - Legislative and regulatory changes in the U.S. healthcare system may impose downward pressure on pricing and reimbursement rates for the company's products, impacting revenue potential[144].

Revenue and Financial Performance - Revenue increased by approximately 55% to a record $15.6 million for the year ended December 31, 2025, compared to $10.1 million in 2024[276]. - Total Revenue, Land Agreement Proceeds and Interest income increased by approximately 38% to a record $17.8 million from $12.8 million in 2024[276]. - Adjusted EBITDA increased by approximately 104% to a record $9.8 million, with a net loss of $4.1 million for the year[276]. - Cash flows from operations reported at $6.2 million, marking the second consecutive year of positive cash flows[276]. - For the year ended December 31, 2025, revenue increased by approximately 55% to $15.6 million from $10.1 million in 2024, primarily due to higher commodity prices and production at underlying mines[414]. - The average gold price for the year ended December 31, 2025, was $3,437 per ounce, representing a 44% increase compared to $2,387 per ounce in 2024[407]. - The average copper price for the year ended December 31, 2025, was $9,942 per tonne, reflecting a 9% increase from $9,150 per tonne in 2024[410]. - The company incurred a net loss of $4.1 million, or $0.02 per share, for the year ended December 31, 2025, compared to a net loss of $3.4 million, or $0.02 per share, in 2024[411]. - As of December 31, 2025, working capital was $17.9 million, a significant increase from $2.0 million as of December 31, 2024[411]. - The company recognized a depletion expense of $2.7 million in 2025, down from $3.2 million in 2024, due to a catch-up depletion adjustment[419]. - General and administrative costs decreased by approximately 10% to $7.4 million in 2025 from $8.3 million in 2024, driven by cost control initiatives[420]. - The company recognized other income of $4.1 million in 2025, compared to $0.1 million in 2024, primarily from a gain on the disposition of a royalty asset[426]. - In Q4 2025, revenue increased by approximately 34% to $4.5 million, up from $3.4 million in Q4 2024, driven by higher commodity prices and production at underlying mines[433]. - The company reported a net loss of $4.1 million in 2025, or $0.02 per share, compared to a net loss of $3.4 million, or $0.02 per share, in 2024[431]. - Adjusted Net Loss for 2025 was $1.7 million, or $0.01 per share, compared to an Adjusted Net Loss of $1.2 million, or $0.01 per share, in 2024[431]. - General and administrative costs decreased by approximately 15% to $2.0 million in Q4 2025, down from $2.4 million in Q4 2024, due to cost control initiatives[439]. - The company recognized a fair value gain on its gold-linked loan of $0.7 million in Q4 2025, compared to $0.3 million in Q4 2024[445]. - Cash and cash equivalents increased to $12.4 million as of December 31, 2025, compared to $2.3 million at the end of 2024, primarily driven by increased revenue and proceeds from an offering[452]. - Total assets as of December 31, 2025, were $822.8 million, compared to $737.5 million at the end of 2024[452]. - The company completed an offering of 25,875,000 common shares at $4.00 per share, generating net proceeds of $99.0 million, which were used for the acquisition of the Pedra Branca Royalty and debt repayment[449]. - During Q4 2025, the company recognized other income of $4.5 million, including a gain of $4.0 million from the sale of a royalty asset[444]. - Short-term investments increased to $1.5 million as of December 31, 2025, compared to $0.2 million at the end of 2024, due to reclassification of interests in Val-d'Or Mining Corp.[453]. - As of December 31, 2025, working capital increased to $17.9 million from $2.0 million as of December 31, 2024, primarily due to higher cash and cash equivalents[456]. - Non-current liabilities decreased to $118.9 million as of December 31, 2025, down from $175.4 million at the end of 2024, due to repayment of outstanding principal and redemption of debentures[457]. - Operating activities generated cash of $6.2 million in 2025, compared to $2.5 million in 2024, despite a net loss of $4.1 million[459]. - Finance costs accounted for $8.3 million in 2025, with additional adjustments including $4.2 million for make-whole payments on convertible debentures[459]. - Interest income from the gold-linked loan provided $1.6 million in 2025, an increase from $1.1 million in 2024[459]. - Changes in non-cash working capital included a $1.8 million increase in prepaids and other receivables in 2025, compared to a $0.8 million decrease in 2024[459]. - Accounts receivable increased by $1.1 million in 2025, compared to a $0.7 million increase in 2024[459]. - Accounts payable and accrued liabilities provided $0.8 million in cash in 2025, up from $0.2 million in 2024[459]. Acquisitions and Investments - Completed the acquisition of a 1.5% NSR royalty on the Borborema mine for $45 million, consisting of $30 million in cash and 3,571,429 GRC Shares[274]. - Acquired the Pedra Branca Royalty for $70 million in cash, consisting of a 25% NSR on gold and 2% NSR on copper produced from the mine[277]. - Issued 25,875,000 GRC Shares in a public offering at $4.00 per share, raising gross proceeds of $103.5 million[278]. - Amended the existing Credit Facility to a $125 million secured revolving credit line, with a maturity date extended to November 25, 2028[283]. - Disposed of a 2% Gross Revenue Royalty related to the Pilot Mountain project for total consideration of $4.8 million, resulting in a gain of $4.0 million[286]. - The royalty generator model added nine new royalties during the year ended December 31, 2025, totaling 56 royalties since the acquisition of Ely Gold Royalties Inc. in 2021[404]. Production and Operational Updates - Agnico Eagle reported a quarterly record of 4,850 meters of development at Odyssey in Q2 2025, with initial production expected in the second half of 2026[291]. - A total of 78,640 meters were drilled in Q2 2025, targeting extensions of the East Gouldie deposit and new zones[293]. - Agnico Eagle provided a three-year guidance for Canadian Malartic, estimating 590,000 ounces of gold in 2026, 655,000 ounces in 2027, and 735,000 ounces in 2028, an increase from previous estimates[299]. - The company plans to spend approximately $32.6 million for 190,700 meters of drilling at Canadian Malartic in 2026, with up to 20 drill rigs active[301]. - The development of the second loading station is expected to begin in early 2026, with shaft sinking progressing ahead of plan, reaching a depth of 1,466 meters by December 31, 2025[296]. - The construction of phase two of the paste plant, designed for a capacity of 20,000 tons per day, is expected to be completed in 2027[297]. - Agnico Eagle is evaluating a potential second shaft at the Odyssey mine, which could support an operation of 8,000 to 10,000 tons per day, with technical evaluation expected to be completed by the end of 2026[298]. - The Odyssey mine achieved a 90% replacement rate in mineral reserves, with total meters drilled at Canadian Malartic amounting to 233,754 meters[300]. - The first mining area development is complete, with production expected to start from East Gouldie in Q2 2027[296]. - Agnico Eagle's exploration drilling program remains focused on lateral extensions of key zones, with significant advancements in operational efficiency being assessed[292]. - IAMGOLD achieved a successful start-up of Côté Gold, with production expected to be between 360,000 to 400,000 oz of gold in 2025[324]. - Côté Gold reached a nameplate capacity of 36,000 tpd for an average of thirty consecutive days, with March throughput averaging 90% of this capacity[326]. - In Q3 2025, Côté Gold produced 106,000 ounces, marking the second consecutive quarter averaging over 30,000 ounces per month[327]. - IAMGOLD's Côté Gold production for 2025 was 399,800 ounces, achieving the top-end of its guidance[328]. - Expected cash costs for Côté Gold in 2026 are projected to be between $900 to $1,050 per ounce sold, with all-in sustaining costs of $1,775 to $1,925 per ounce sold[328]. - Capstone's Cozamin mine produced 25,348 tonnes of copper in 2025 at C1 cash costs of $1.32 per payable copper pound[338]. - Cozamin's copper production guidance for 2025 is between 23,000 to 26,000 tonnes, with expected grades of approximately 1.87%[332]. - i-80's Granite Creek mine produced 22,977 oz of gold in 2025, within the guidance of 20,000 to 30,000 oz[349]. - The feasibility study for the Granite Creek underground is planned for completion in Q2 2026, with an updated resource estimate to follow[348]. - Adriatic Metals' Vareš Mine has a production guidance for 2025 of 12,000 to 13,000 koz of silver equivalent, weighted towards the second half of the year[356]. - The Vareš mill processed a record 68 kt of ore in Q1 2025, producing 1.3 Moz AgEq, an increase from 0.9 Moz AgEq in Q4 2024[358]. - Adriatic's commercial production expectation for Vareš has shifted to Q2 2025 from Q1 2025[358]. - DPM expects the Vareš operation to achieve an operating rate of 850,000 tonnes per year by the end of 2026[363]. - DPM anticipates minimal production at Vareš for the remainder of 2025, with integration activities progressing well[363]. - Barrick's Ren Project is projected to produce an average of 140,000 oz of gold per year starting in 2027, with project spending reaching $138 million as of September 30, 2025[375]. - Orla plans to invest $15 million in its 2025 exploration program, targeting 18,000 m of drilling to expand resources at South Railroad[380]. - Orla expects to complete an updated Mineral Resource estimate and technical report in the second half of 2025, with first production targeted for 2027[381]. - Blackrock Silver expanded its drilling programs by an additional 15,000 m at Tonopah West, with an updated NI 43-101 mineral resource estimate expected in Q3 2025[390]. - Blackrock Silver aims to convert up to 1.0 million tonnes of material from inferred to measured and indicated mineral resources through its drilling program[393].

Financial Condition and Capital Structure - As of December 31, 2025, the company had a working capital deficit of $1,205,642, raising substantial doubt about its ability to continue as a going concern [139]. - The net proceeds from the Initial Public Offering and the sale of Private Placement Units provided the company with $208,150,000 to complete its initial business combination, after accounting for underwriting commissions and advisory fees [151]. - The total funds in the Trust Account available for the initial business combination amount to $207,400,000, which translates to an implied value of $9.43 per Public Share [227]. - The company may need additional financing to complete its initial business combination if the cash portion of the purchase price exceeds the amount available from the Trust Account, which could compel restructuring or abandonment of the business combination [162]. - The Sponsor's total investment in the company is $1,775,000, which includes $25,000 for the Founder Shares and $1,750,000 for Private Placement Units [232]. Business Combination Risks - The company may incur significant costs in pursuing acquisition plans, which could adversely affect subsequent attempts to locate and acquire or merge with another business [141]. - The company may only be able to complete one initial business combination with the proceeds from the Initial Public Offering, leading to a lack of diversification that may negatively impact operations and profitability [150]. - The company anticipates that the investigation and negotiation for each target business will require substantial management time and costs, which may not be recoverable if a specific business combination is not completed [142]. - The company may face increased costs and risks if it attempts to complete initial business combinations with multiple prospective targets simultaneously [153]. - The company may face significant write-downs or restructuring charges post-business combination, which could negatively impact financial condition and results of operations [179]. Regulatory and Compliance Challenges - Regulatory reviews, such as those by CFIUS, may delay or prohibit the initial business combination, limiting the pool of potential targets [168]. - The company is subject to evolving regulatory measures, which may increase compliance costs and risks of non-compliance [198]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs associated with completing the initial business combination [176]. - The company is required to evaluate and report on its internal controls starting with the Annual Report on Form 10-K for the year ending December 31, 2025, under Section 404 of the Sarbanes-Oxley Act [177]. Shareholder and Governance Issues - The company has no specified maximum redemption threshold, which may allow it to complete an initial business combination that a substantial majority of shareholders do not agree with [156]. - The Sponsor holds 20.5% of the company's ordinary shares, allowing it to exert substantial influence over shareholder votes and the appointment of directors prior to the initial business combination [163]. - The company may seek to amend its governing instruments to facilitate the completion of an initial business combination, which may not align with shareholder interests [158]. - The company may amend its Articles with the approval of at least two-thirds of ordinary shares, facilitating initial business combinations that some shareholders may not support [159]. - The company has not adopted a policy to prevent conflicts of interest among its directors and officers, which may affect business combination decisions [214]. Market and Economic Factors - The competition for attractive SPAC targets may increase, potentially raising costs and complicating the ability to consummate an initial business combination [171]. - Increased inflation in the United States and elsewhere may lead to price volatility for publicly traded securities, impacting the company's ability to complete its initial business combination [275]. - The company's operations and revenue are significantly influenced by the economic, political, and legal conditions in the foreign country where it operates [204]. Potential Conflicts of Interest - The company may engage in initial business combinations with target businesses that have relationships with affiliated entities, raising potential conflicts of interest [143]. - Key personnel may negotiate employment agreements that could create conflicts of interest in selecting target businesses for the initial business combination [209]. - Officers and directors are not required to commit full time to the company's affairs, which may lead to conflicts of interest and affect the ability to complete the initial business combination [211]. - The company does not have employment contracts with its officers and directors, which may result in conflicts of interest when pursuing business opportunities [212]. Shareholder Value and Dilution - The initial public offering (IPO) price for the Units was $10.00 per Unit, with the Trust Account initially holding $10.00 per Public Share, implying an initial value of $10.00 per Public Share [225]. - Upon completion of the initial business combination, the implied value per Class A Share is projected to be $7.49, representing a 21% decrease from the initial implied value of $9.43 per Public Share [230]. - The dilution effect may increase if Public Shareholders seek redemptions from the Trust Account, exacerbating the impact on Class A Shares [231]. - The anti-dilution provisions of the Founder Shares may lead to disproportionate dilution for Class A Shares upon conversion during the initial business combination [231]. Operational and Management Challenges - The complexity of the target business may delay or prevent the company from achieving desired operational improvements [185]. - There is a risk that key personnel from the target business may resign after the initial business combination, potentially affecting operations and profitability [180]. - The company may not maintain control of the target business post-combination, which could lead to management challenges and impact profitability [181]. - Members of the management team may be involved in litigation or investigations that could divert attention from identifying target businesses [217]. Insurance and Liability Considerations - The market for directors and officers liability insurance has become less favorable, potentially increasing costs and complicating the negotiation of an initial business combination [272]. - The increased cost and decreased availability of liability insurance could hinder the company's ability to complete an initial business combination on favorable terms [274]. - The company may need to incur additional expenses for directors and officers liability insurance post-initial business combination, impacting its ability to attract qualified management [273]. Tax Implications - The company may face adverse tax consequences for shareholders if it reincorporates in another jurisdiction, which could result in taxable income recognition [247]. - The Inflation Reduction Act of 2022 imposes a 1% U.S. federal excise tax on certain stock repurchases, which may apply if the company domesticates as a U.S. corporation [265]. - The company may be classified as a Passive Foreign Investment Company (PFIC), which could lead to adverse U.S. federal income tax consequences for U.S. investors [264].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K For the transition period from __________ to ___________ Commission file number: 1-42521 ARTIUS II ACQUISITION INC. (Exact name of registrant as specified in its charter) Cayman Islands 98-1802901 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended Decemb ...

Financial Performance - Q4 2025 revenue increased 77% to $27.2 million, gross profit rose to $11.1 million, and gross margin expanded to 40.7% from 36.4% in the prior-year quarter [5] - FY 2025 revenue increased 26% to $71.9 million, exceeding the top end of the previous guidance range of $65 million to $70 million [10] - Net income for Q4 2025 was $2.6 million, compared to a net loss of $6.8 million in the prior-year quarter [14] - Adjusted EBITDA for Q4 2025 was $4.1 million, compared to an Adjusted EBITDA loss of $1.1 million in the prior-year quarter [14] - Sales for FY 2025 reached $71,906,000, a 26% increase from $56,862,000 in FY 2024 [39] - Gross profit improved to $27,544,000, reflecting a 35% increase from $20,426,000 in the previous year [39] - The gross margin increased by 240 basis points to 38.3% compared to 35.9% in FY 2024 [39] - Operating loss decreased significantly to $1,673,000, an 86% improvement from a loss of $12,317,000 in FY 2024 [39] - Net loss attributable to shareholders was $10,893,000, a 60% reduction from $27,437,000 in FY 2024 [39] - Adjusted EBITDA for FY 2025 was $2,522,579, a significant improvement from a loss of $4,903,485 in FY 2024 [47] Liquidity and Debt - Total liquidity at year-end 2025 was approximately $7.2 million, compared to $1.2 million at year-end 2024 [15] - Total debt at year-end 2025 was $8.1 million, down from approximately $19.1 million at year-end 2024, reflecting significant deleveraging [15] - Cash and cash equivalents increased to $7,182,000 from $1,151,000 in the previous year [40] Revenue Growth by Segment - Revenue from New York increased 25% to $49.6 million, while revenue from Hawaii increased 30% to $22.3 million in FY 2025 [10] - The SUNation NY segment reported revenue of $49,600,000, a 25% increase from $39,733,000 in FY 2024 [42] - The Hawaii Energy Connection segment achieved revenue of $22,305,000, a 30% increase from $17,128,000 in FY 2024 [42] Customer Satisfaction and Future Plans - Approximately 35% of installed jobs in 2025 came from referrals or repeat customers, indicating strong customer satisfaction [20] - The company plans to broaden its offering in 2026 with the addition of the Generac full home ecosystem, enhancing its comprehensive energy solutions [33] - Management expects to navigate the post-tax-credit demand environment through disciplined execution and margin improvement, while pursuing selective growth opportunities [29]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 For the fiscal year ended December 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 001-42883 (Commission File Number) RICE ACQUISITION CORPORATION 3 (Exact name of registrant as specified in its charter) FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Cayman Islands 98-1863122 (State or other ...

Revenue Growth - Total revenue for Q2 2026 was $23,860 million, a 75% increase compared to Q1 2026 and a 196% increase compared to Q2 2025, driven by higher sales of DRAM and NAND products [104][105]. - DRAM sales increased by 74% in Q2 2026, primarily due to a mid-60% increase in average selling prices and a mid-single-digit percentage increase in bit shipments [106]. - NAND sales increased by 82% in Q2 2026, primarily due to a high-70% increase in average selling prices and a low-single-digit percentage increase in bit shipments [106]. - CMBU revenue increased by 47% in Q2 2026 compared to Q1 2026, primarily due to increases in average selling prices and favorable mix [113]. - CDBU revenue increased by 139% in Q2 2026 compared to Q1 2026, driven by increases in average selling prices and bit shipments [113]. - MCBU revenue increased by 81% in Q2 2026 compared to Q1 2026, primarily due to increases in average selling prices [113]. - AEBU revenue increased by 57% in Q2 2026 compared to Q1 2026, primarily due to increases in average selling prices [113]. Profitability - Consolidated gross margin improved to 74% in Q2 2026 from 56% in Q1 2026, attributed to higher average selling prices and manufacturing cost reductions [108]. - Operating income for Q2 2026 was $16,135 million, representing 68% of total revenue, compared to 45% in Q1 2026 [103]. - Operating income for CMBU, CDBU, MCBU, and AEBU all increased in Q2 2026, mainly due to higher average selling prices [120]. - Income before taxes for Q2 2026 was $16.16 billion, with an effective tax rate of 14.7% [121]. Expenses - R&D expenses for Q2 2026 increased by 39% compared to Q2 2025, driven by higher volumes of development wafers and increased employee compensation [117]. - SG&A expenses for Q2 2026 increased by 21% compared to Q2 2025, primarily due to higher employee compensation [118]. Cash Flow and Investments - Cash and marketable investments totaled $16.63 billion as of February 26, 2026, up from $11.94 billion as of August 28, 2025 [124]. - Net cash provided by operating activities for the first six months of 2026 was $20.31 billion, significantly higher than $7.19 billion in the same period of 2025 [138]. - Net cash used for investing activities in the first six months of 2026 was $10.12 billion, primarily for property, plant, and equipment [142]. - Capital expenditures for property, plant, and equipment are estimated to exceed $25 billion in 2026 [127]. - The company plans to invest in new DRAM wafer capacity and has announced construction of new manufacturing sites in Idaho and New York [128][130]. - The company has authorized a stock repurchase of up to $10 billion, with $7.84 billion repurchased as of February 26, 2026 [135]. Market Risk Management - There have been no material changes to the company's market risk during the six months ended February 26, 2026 [148]. - The company continues to monitor interest rates and currency exchange rates as part of its market risk management strategy [148]. - The Annual Report on Form 10-K for the year ended August 28, 2025, provides further discussion on market risk and sensitivity analysis [148].