Aris Mining Corp 6-K, filed Aug 7, 2025
Aris Mining Corp (ARIS)
6-K
2025-08-07
For: 2025-06-30
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April 08, 2026
About this 6-K
Aris Mining Corp filed this 6-K on August 7, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2025
Commission File Number: 001-41794
Aris Mining Corporation
(Translation of registrant's name into English)
(Translation of registrant's name into English)
2400 - 1021 W. HASTINGS STREET, VANCOUVER, BRITISH COLUMBIA, CANADA V6E 0C3
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [ ] Form 40-F [ X ]
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ARIS MINING CORPORATION | ||||||||
| Date: August 7, 2025 | By: | "Ashley Baker" (Signed) | ||||||
| Ashley Baker | ||||||||
| General Counsel and Corporate Secretary | ||||||||
EXHIBIT INDEX
| Exhibit Number | Description | |||||||
Exhibits 99.1 and 99.2 of this Report on Form 6-K are incorporated by reference into the Registration Statement on Form F-10 of the Registrant, which was originally filed with the Securities and Exchange Commission on September 25, 2024 (File No. 333-282330).
Management’s Discussion and Analysis
For the three and six months ended June 30, 2025 and 2024
(all tabular figures are presented in thousands of United States Dollars, unless otherwise stated)
Management's Discussion and Analysis For the three and six months ended June 30, 2025 and 2024 (all figures are expressed in thousands of United States Dollars, unless otherwise stated) | ||
Contents | |||||
Introduction................................................................................................................................................................... | |||||
Page | 2
Management's Discussion and Analysis For the three and six months ended June 30, 2025 and 2024 (all figures are expressed in thousands of United States Dollars, unless otherwise stated) | ||
Introduction
The following management’s discussion and analysis (MD&A) of the results of operations and financial condition for Aris Mining Corporation (Aris Mining or the Company), is prepared as of August 7, 2025 and should be read in conjunction with the unaudited condensed consolidated interim financial statements for the three and six months ended June 30, 2025 and 2024 (the Interim Financial Statements), as well as the audited consolidated financial statements for the years ended December 31, 2024 and 2023, and the related notes (the Annual Financial Statements), which have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). These documents are available on Aris Mining’s website at www.aris-mining.com, under the Company’s profile on the System for Electronic Data Analysis and Retrieval+ (SEDAR+) at www.sedarplus.ca and in its filings with the U.S. Securities and Exchange Commission (the SEC) at www.sec.gov.
Additional information regarding Aris Mining, including its Annual Information Form (the AIF) for the year ended December 31, 2024 and dated March 12, 2025, as well as other information filed with the Canadian securities regulatory authorities, is also available under the Company’s SEDAR+ profile and in its filings with the SEC. Readers are encouraged to read the Cautionary Note Regarding Forward-looking Information section of this MD&A. The financial information in this MD&A is derived from the Interim Financial Statements prepared in accordance with International Accounting Standard (IAS) 34, Interim Financial Reporting, using accounting policies consistent with IFRS. All tabular figures contained herein are expressed in thousands of United States dollars (USD), except as otherwise stated.
This MD&A refers to various Non-GAAP measures, such as, total cash costs per ounce, AISC ($ per oz gold sold), adjusted net earnings and adjusted net earnings per share, EBITDA, adjusted EBITDA, AISC margin, sustaining capital and growth and expansion capital, and the underlying components thereof, are Non-GAAP financial measures and Non-GAAP ratios in this document. These measures are intended to provide additional information to investors. They do not have any standardized meanings under IFRS, and therefore may not be comparable to other issuers and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Refer to the Non-GAAP Financial Measures section of this MD&A for a full reconciliation of total cash costs per ounce, AISC ($ per oz sold), adjusted net earnings and adjusted net earnings per share, EBITDA, adjusted EBITDA, AISC margin and sustaining capital and growth and expansion capital to the most directly comparable financial measure disclosed in the Financial Statements, and refer to the Operations Review - Segovia Operations section for full details on AISC margin. Reference should also be made to the Non-GAAP Financial Measures section of this MD&A for information about non-GAAP measures referred to in this MD&A.
Aris Mining is a company incorporated under the laws of the Province of British Columbia, Canada. The address of the Company’s registered and records office is 2900-550 Burrard Street, Vancouver, British Columbia, V6C 0A3.
Page | 3
Management's Discussion and Analysis For the three and six months ended June 30, 2025 and 2024 (all figures are expressed in thousands of United States Dollars, unless otherwise stated) | ||
Business Overview
Founded in September 2022, Aris Mining was established with a vision of building a leading Latin America focused gold mining company. Our strategy blends current production and cash flow generation with transformational growth driven by expansions of our operating assets, exploration and development projects. Aris Mining is listed on TSX (ARIS) and the NYSE-A (ARMN) and is led by an experienced team with a track record of value creation, operational excellence, financial discipline and good corporate governance in the gold mining industry.
Aris Mining operates two underground gold mines in Colombia: the Segovia Operations and the Marmato Complex, which together produced 210,955 ounces of gold in 2024. With expansions underway, Aris Mining is targeting an annual production rate of more than 500,000 ounces of gold, following the commissioning of the second mill at Segovia, completed in June and ramping up in H2 2025, and the construction of the Bulk Mining Zone at the Marmato Complex, expected to start ramping up production in H2 2026. In addition, Aris Mining operates the 51% owned Soto Norte Project (PSN) in Colombia, where studies are underway on a new, smaller scale development plan, with results expected in Q3 2025. In Guyana, Aris Mining owns the Toroparu gold/copper project, where a new Preliminary Economic Assessment (PEA) is currently underway.
Colombia is rich in high-grade gold deposits and Aris Mining is actively pursuing partnerships with the Country’s dynamic small-scale mining sector. With these partnerships, we enable safe, legal, and environmentally responsible operations that benefit both local communities and the industry, while strengthening operational stability for the Company.
Aris Mining intends to pursue acquisitions and other growth opportunities to unlock value through scale and diversification.
Additional information is available at www.aris-mining.com, www.sedarplus.ca, and on www.sec.gov.
Page | 4
Management's Discussion and Analysis For the three and six months ended June 30, 2025 and 2024 (all figures are expressed in thousands of United States Dollars, unless otherwise stated) | ||
Highlights | Key Performance Indicators
| Three months ended | Six months ended | |||||||||||||||||||
| Financial Information | June 30, 2025 | March 31, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||||
| Gold revenue | 200,231 | 154,142 | 114,170 | 354,373 | 219,360 | |||||||||||||||
| Income from mining operations | 91,991 | 59,985 | 29,838 | 151,976 | 55,151 | |||||||||||||||
EBITDA | 31,546 | 39,655 | 30,791 | 71,201 | 53,177 | |||||||||||||||
Adjusted EBITDA | 98,733 | 66,613 | 36,079 | 165,346 | 64,492 | |||||||||||||||
Net (loss) earnings1 | (16,897) | 2,368 | 5,713 | (14,529) | 4,969 | |||||||||||||||
Adjusted net earnings | 47,762 | 27,227 | 12,739 | 74,989 | 18,100 | |||||||||||||||
Net (loss) earnings per share – basic ($)1 | (0.09) | 0.01 | 0.04 | (0.08) | 0.03 | |||||||||||||||
Adjusted net earnings per share – basic ($) | 0.27 | 0.16 | 0.08 | 0.43 | 0.12 | |||||||||||||||
| Sustaining capital | 12,287 | 6,589 | 7,006 | 18,876 | 14,326 | |||||||||||||||
| Growth and expansion capital | 36,745 | 43,010 | 42,448 | 79,755 | 72,556 | |||||||||||||||
| Operational Information | ||||||||||||||||||||
| Gold produced (ounces) | 58,652 | 54,763 | 49,216 | 113,415 | 99,983 | |||||||||||||||
| Gold sold (ounces) | 61,024 | 54,281 | 49,469 | 115,305 | 100,513 | |||||||||||||||
| Average realized gold price ($ per oz sold) | 3,281 | 2,840 | 2,308 | 3,073 | 2,182 | |||||||||||||||
| Segovia Operations Results | ||||||||||||||||||||
| Gold produced (ounces) | 51,527 | 47,549 | 43,705 | 99,076 | 88,613 | |||||||||||||||
| Gold sold (ounces) | 53,751 | 47,390 | 43,366 | 101,141 | 88,654 | |||||||||||||||
| AISC Margin - Total ($'000) | 87,169 | 60,895 | 32,174 | 148,064 | 60,641 | |||||||||||||||
AISC ($ per oz gold sold) - Owner Mining | 1,520 | 1,482 | 1,616 | 1,503 | 1,583 | |||||||||||||||
| AISC Sales Margin - CMPs (%) | 42% | 41% | 34% | 41% | 35% | |||||||||||||||
| Balance sheet, as at | June 30, 2025 | December 31, 2024 | ||||||||||||||||||
| Cash and cash equivalents | 310,164 | 252,535 | ||||||||||||||||||
Total debt2 | 485,958 | 493,840 | ||||||||||||||||||
| Net debt | 175,794 | 241,305 | ||||||||||||||||||
| Equity attributable to owners of the Company | 930,126 | 798,571 | ||||||||||||||||||
1.Net earnings represents net earnings attributable to the shareholders of the Company.
2.The face value of long-term debt as of June 30, 2025 is shown as the principle amount of Senior Notes outstanding and the total number of Gold Notes outstanding at their par value.
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Management's Discussion and Analysis For the three and six months ended June 30, 2025 and 2024 (all figures are expressed in thousands of United States Dollars, unless otherwise stated) | ||
Q2 2025 Financial Highlights
•Gold revenue increased to $200.2 million, a 30% increase from $154.1 million in Q1 2025 and up 75% from $114.2 million in Q2 2024. The increase was driven by higher realized gold prices and increased sales volumes.
•Cash and cash equivalents increased to $310.2 million as at June 30, 2025, up from $239.8 million as at March 31, 2025. The increase was supported by:
◦$73.8 million in cash flow after sustaining capital and income taxes
◦$53.4 million of proceeds from ARIS.WT.A Listed Warrant exercises. In July 2025, the Company received an additional $60.5 million in cash proceeds from the exercise of these warrants. In total, 98.7% of the warrants were exercised, generating $114.8 million in proceeds.
•Non-Cash Loss on Warrant Liability Revaluation: A $45.5 million non-cash loss was recognized in Q2 2025 from fair value adjustments to the Company's warrant liability, valued at $40.8 million as of June 30, 2025. The fair value of the liability is directly correlated to the Company's share price, which increased by 38% during Q2 2025 (year-to-date: 82% increase). In July 2025, the Company received an additional $60.5 million in cash proceeds from exercises of these warrants. With these exercises and the July 29, 2025 expiry of the remaining outstanding warrants, the liability has been fully extinguished, removing a source of non-cash earnings volatility from future results.
•EBITDA totaled $31.5 million, compared to $39.7 million in Q1 2025 and $30.8 million in Q2 2024. This reflected higher income from mining operations offset by a non-cash loss on financial instruments.
•Adjusted EBITDA increased to $98.7 million, compared to $66.6 million in Q1 2025 and $36.1 million in Q2 2024, after normalizing for non-cash and non-recurring items. On a trailing 12-month basis, Adjusted EBITDA has reached $264.0 million.
•Growth capital investment of $36.7 million, supporting long-term expansion, primarily at the Marmato Bulk Mining Zone ($23.6 million) and Segovia ($6.9 million).
•Net earnings (loss) for Q2 2025 were $(16.9) million, compared to net earnings of $2.4 million in Q1 2025 and $5.7 million in Q2 2024. Net loss for Q2 2025 includes:
◦$77.6 million in income from operations
◦offset by a non-cash loss on financial instruments, and
◦income tax expense due to higher income from operations.
•Adjusted net earnings reached $47.8 million or $0.27 per share, up from $27.2 million or $0.16 per share in Q1 2025 and $12.7 million or $0.08 per share in Q2 2024.
Q2 2025 Operational Highlights
•Gold production totaled 58,652 ounces, a 7% increase compared to 54,763 ounces in Q1 2025, and up 19% from 49,216 ounces in Q2 2024. Production is expected to progressively increase in H2 2025 following the commissioning of the second mill at Segovia, completed in June 2025.
•Segovia Operations
◦Produced 51,527 ounces, supported by an average gold grade of 9.85 g/t, and gold recoveries of 96.1%.
◦AISC margin increased to $87.2 million, a 43% increase from Q1 2025 and a 171% increase over Q2 2024, reflecting higher realized gold prices and increased sales volumes. On a trailing 12-month basis, AISC margin has reached $250.4 million.
◦Owner-operated Mining AISC was $1,520 per ounce in Q2 2025 compared to $1,482 per ounce in Q1 2025, bringing the H1 2025 average to $1,503 per ounce, and tracking toward the lower end of the full-year 2025 guidance range of $1,450 to $1,600 per ounce.
◦Contract Mining Partners (CMP) sourced gold delivered AISC sales margin of 42%, contributing to a 41% margin for H1 2025. This is above the full-year 2025 guidance range of 35% to 40%.
◦Total AISC increased to $1,681 per ounce (Q1 2025: $1,570 per ounce), primarily due to higher gold prices, which increased costs related to material purchased from CMPs, as well as royalties and social contributions tied to gold sales.
•Marmato Narrow Vein Zone
◦Produced 7,125 ounces, consistent with Q1 2025 production of 7,214 ounces and 29% higher than Q2 2024, supported by stable throughput and improved recoveries.
Page | 6
Management's Discussion and Analysis For the three and six months ended June 30, 2025 and 2024 (all figures are expressed in thousands of United States Dollars, unless otherwise stated) | ||
•Strong cash generation funding growth
◦Operations generated $73.8 million in cash flow after sustaining capital and income taxes in Q2 2025, fully funding all growth and expansion initiatives.
◦After expansion capital, net cash flow totaled $37.1 million.
◦See Quarterly cash-flow summary on page 9 for additional cash flow analysis.
•Segovia Expansion milestones
◦Processing capacity expanded 50%, from 2,000 to 3,000 tpd with the second ball mill commissioned in June 2025, with new capacity to support increased gold production in H2 2025.
◦As underground development advances and mill feed from our contract mining partners increases, Segovia remains on track to produce 210,000 to 250,000 ounces this year and 300,000 ounces next year.
◦Q2 2025 non-sustaining capital expenditures of $6.9 million, including $1.8 million to support the processing plant expansion and $3.8 million in underground development.
•Marmato Bulk Mining Zone construction advancing
◦The Bulk Mining Zone is a large, porphyry-hosted gold-silver system characterized by large, continuous mineralized zones that support bulk underground mining methods. Extensive drilling has defined a large mineral resource, though the deposit remains open at depth and along strike.
◦Decline development to access the Bulk Mining Zone is underway and earthworks for the main substation are completed and the carbon-in-pulp (CIP) plant platforms are nearing completion.
◦Equipment deliveries continued through the quarter, including major components such as crushers, mills, and tailings filters.
◦The project remains on schedule with first ore and production ramp up expected in H2 2026.
•Marmato ASM Formalization Initiative
◦In July 2025, Aris Mining signed a Memorandum of Understanding (MOU) led by Colombia’s Ministry of Mines and Energy, and including the National Mining Agency (ANM), the Governor of Caldas, the Mayor of Marmato, CORPOCALDAS (the regional environmental authority), and other key community stakeholders.
◦The initiative is focused on accelerating the formalization of artisanal and small-scale miners (ASMs) operating in the Municipality of Marmato and represents a meaningful mutually beneficial gold production growth opportunity for Aris Mining and its future CMPs.
◦Aris Mining will contribute technical, operational, and environmental expertise and has offered milling capacity from our existing Narrow Vein Zone flotation plant to process ASM-sourced material.
◦Importantly, the areas covered by this MOU are entirely separate from the titles underlying the Narrow Vein Zone and the Bulk Mining Zone. The Bulk Mining Zone and Narrow Vein Zone will remain 100% owner operated and are not otherwise impacted by the formalization initiative.
•Soto Norte Project
◦Aris Mining holds a 51% joint venture interest in the Soto Norte Project (PSN) in Colombia and serves as the project operator.
◦The Company is advancing a new Pre-Feasibility Study (PFS), evaluating a smaller-scale, higher-grade underground development with a reduced environmental impact and incorporating processing options designed to support local small-scale miners.
◦The PFS remains on track for completion in Q3 2025.
◦Upon completion of the PFS, Aris Mining intends to finalize and submit the required studies to apply for an environmental license for the development of Soto Norte.
◦Q2 2025 capital expenditures of $3.4 million on technical and environmental studies.
•Toroparu Project
◦The Toroparu Project is a 100%-owned, exploration-stage open pit gold project in Guyana.
◦A PEA is underway to evaluate updated development options. Following the March 2023 mineral resource update, Aris Mining completed infrastructure optimization studies that strengthen the development plan.
◦The PEA is expected to be completed in Q3 2025.
◦Q2 2025 capital expenditures of $2.7 million on technical studies.
Page | 7
Management's Discussion and Analysis For the three and six months ended June 30, 2025 and 2024 (all figures are expressed in thousands of United States Dollars, unless otherwise stated) | ||
Summary of Quarterly Results
For the three months ended, | ||||||||||||||||||||||||||
| Quarterly results | Jun 30, 2025 | Mar 31, 2025 | Dec 31, 2024 | Sep 30, 2024 | Jun 30, 2024 | Mar 31, 2024 | Dec 31, 2023 | Sep 30, 2023 | ||||||||||||||||||
Gold produced (ounces) | 58,652 | 54,763 | 57,364 | 53,608 | 49,216 | 50,767 | 61,052 | 60,193 | ||||||||||||||||||
| Gold sold (ounces) | 61,024 | 54,281 | 56,334 | 53,769 | 49,469 | 51,044 | 62,083 | 59,040 | ||||||||||||||||||
| Revenue | 203,456 | 157,528 | 151,076 | 134,723 | 117,185 | 107,620 | 124,983 | 116,469 | ||||||||||||||||||
| Income from mining operations | 91,991 | 59,985 | 54,129 | 37,982 | 29,838 | 25,313 | 38,215 | 34,563 | ||||||||||||||||||
| EBITDA | 31,546 | 39,655 | 66,602 | 27,764 | 30,791 | 22,386 | 19,690 | 40,179 | ||||||||||||||||||
| Adjusted EBITDA | 98,733 | 66,613 | 55,575 | 43,039 | 36,079 | 28,413 | 38,208 | 41,576 | ||||||||||||||||||
| Net earnings (loss) | (16,897) | 2,368 | 21,687 | (2,074) | 5,713 | (744) | (5,944) | 13,833 | ||||||||||||||||||
| Adjusted earnings (loss) | 47,762 | 27,227 | 24,659 | 13,092 | 12,739 | 5,361 | 10,353 | 14,431 | ||||||||||||||||||
| Earnings (loss) per share – basic ($/share) | (0.09) | 0.01 | 0.13 | (0.01) | 0.04 | (0.01) | (0.04) | 0.10 | ||||||||||||||||||
| Earnings (loss) per share – diluted ($/share) | (0.09) | 0.01 | 0.02 | (0.01) | 0.04 | (0.01) | (0.04) | 0.10 | ||||||||||||||||||
| Adjusted earnings per share - basic ($/share) | 0.27 | 0.16 | 0.14 | 0.08 | 0.08 | 0.04 | 0.08 | 0.11 | ||||||||||||||||||
Over the last eight quarters, income from mining operations has ranged from $25.3 million to $92.0 million, primarily driven by quarterly gold sales volumes of between 49,000 and 62,000 ounces. Total revenue in Q2 2025 reached a record $203.5 million, a 29% increase from the previous high of $157.5 million in Q1 2025. The revenue growth reflects both higher realized gold prices and increased quantities of gold sold.
Stronger revenue and improved production performance led to income from mining operations of $92.0 million in Q2 2025, up 53% from $60.0 million in Q1 2025 and 208% higher than $29.8 million in Q2 2024. EBITDA was $31.5 million, down 20% as compared to Q1 2025 due to a higher loss on financial instruments. Adjusted EBITDA rose to $98.7 million in Q2 2025, a 48% increase from $66.6 million in Q1 2025.
Net earnings (loss) were $(16.9) million in Q2 2025, down from net earnings of $2.4 million in Q1 2025, due to a higher loss on financial instruments and increased income tax expense. However, adjusted earnings improved to $47.8 million ($0.27 per share), up from $27.2 million ($0.16 per share) in Q1 2025, demonstrating strong underlying operational performance and a favourable gold price environment.
Page | 8
Management's Discussion and Analysis For the three and six months ended June 30, 2025 and 2024 (all figures are expressed in thousands of United States Dollars, unless otherwise stated) | ||
Quarterly Cash Flow Summary1
| Three months ended | Six months ended | |||||||||||||||||||
| June 30, 2025 | March 31, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | ||||||||||||||||
Gold revenue2 | $200,231 | $154,142 | $114,170 | $354,373 | $219,360 | |||||||||||||||
Total cash cost | (83,166) | (72,730) | (69,775) | (155,896) | (134,586) | |||||||||||||||
Royalties2 | (7,583) | (6,359) | (4,204) | (13,942) | (8,296) | |||||||||||||||
Social contributions2 | (5,562) | (4,334) | (2,271) | (9,896) | (5,726) | |||||||||||||||
| Sustaining capital | (12,287) | (6,589) | (7,006) | (18,876) | (14,326) | |||||||||||||||
| Sustaining lease payments | (423) | (480) | (364) | (903) | (870) | |||||||||||||||
All in sustaining cost (AISC) | (109,021) | (90,492) | (83,620) | (199,513) | (163,804) | |||||||||||||||
| AISC margin | 91,210 | 63,650 | 30,550 | 154,860 | 55,556 | |||||||||||||||
Taxes paid2 | (42,244) | (5,121) | (8,497) | (47,365) | (8,497) | |||||||||||||||
General and administration expense2 | (5,187) | (4,106) | (2,053) | (9,293) | (6,260) | |||||||||||||||
| Decrease (increase) in VAT receivable | 30,813 | (11,761) | (8,345) | 19,052 | (17,435) | |||||||||||||||
| Other changes in working capital | (1,718) | (11,685) | (687) | (13,403) | (20,746) | |||||||||||||||
Impact of foreign exchange rate changes on cash and equivalents2 | 925 | 768 | (2,240) | 1,693 | (2,562) | |||||||||||||||
| After-tax adjusted sustaining margin | 73,799 | 31,745 | 8,728 | 105,544 | 56 | |||||||||||||||
Expansion and growth capital expenditure | ||||||||||||||||||||
| Segovia Operations | (6,930) | (6,368) | (16,284) | (13,298) | (27,307) | |||||||||||||||
| Marmato Bulk Mining Zone | (23,628) | (29,661) | (19,143) | (53,289) | (34,008) | |||||||||||||||
| Marmato Narrow Vein Zone | — | — | (1,046) | — | (3,324) | |||||||||||||||
| Toroparu Project | (2,741) | (2,411) | (2,079) | (5,152) | (4,018) | |||||||||||||||
| Soto Norte Project and Other | (3,446) | (4,570) | (3,896) | (8,016) | (3,899) | |||||||||||||||
| Total expansion and growth capital | (36,745) | (43,010) | (42,448) | (79,755) | (72,556) | |||||||||||||||
| Financing and other costs | ||||||||||||||||||||
Proceeds from warrant and option exercises2 | 57,670 | 5,197 | 16,827 | 62,867 | 24,498 | |||||||||||||||
Repayment of Gold Notes2 | (4,063) | (3,941) | (3,695) | (8,004) | (7,389) | |||||||||||||||
| Net transaction costs from Soto Norte Acquisition | — | — | (834) | — | (834) | |||||||||||||||
Capitalized interest paid (net)2 | (5,802) | (5,031) | (3,549) | (10,833) | (6,143) | |||||||||||||||
Repayment of convertible debenture2 | — | — | (1,325) | — | (1,325) | |||||||||||||||
Interest paid2 | (18,000) | — | 35 | (18,000) | (10,563) | |||||||||||||||
Finance Income2 | 3,474 | 2,336 | 1,691 | 5,810 | 3,937 | |||||||||||||||
| Total financing and other costs | 33,279 | (1,439) | 9,150 | 31,840 | 2,181 | |||||||||||||||
Contributions to investment in associate2 | — | — | (1,270) | — | (2,646) | |||||||||||||||
Net change in cash2 | 70,333 | (12,704) | (25,840) | 57,629 | (72,965) | |||||||||||||||
Opening cash balance at beginning of period2 | 239,831 | 252,535 | 147,497 | 252,535 | 194,622 | |||||||||||||||
Closing cash balance at end of period2 | 310,164 | 239,831 | 121,657 | 310,164 | 121,657 | |||||||||||||||
1.This Quarterly Cash Flow Summary is comprised of certain Non-GAAP financial measures. Refer to the Non-GAAP Financial Measures section of this MD&A for further information.
2.As presented in the Financial Statements and notes for the respective periods.
Page | 9
Management's Discussion and Analysis For the three and six months ended June 30, 2025 and 2024 (all figures are expressed in thousands of United States Dollars, unless otherwise stated) | ||
After-tax adjusted sustaining margin
Q2 2025 compared to Q1 2025
After-tax adjusted sustaining margin was $73.8 million in Q2 2025, compared to $31.7 million in Q1 2025, driven by the following factors:
•AISC margin increased 43% as a result of a higher realized gold price of $3,281 per ounce and increased ounces sold (61,024 ounces in Q2 2025 vs. 54,281 ounces in Q1 2025).
•The Company received $38.7 million which led to a net VAT recovery of $30.8 million in Q2 2025, compared to $11.8 million build-up in Q1 2025. Of the amount recovered, $38.7 million was applied to the 2024 Colombia corporate income tax settlement.
•Taxes paid totaled $42.2 million in Q2 2025, up $37.1 million from Q1 2025, primarily due to the timing of the 2024 Colombia income tax settlement.
•Other working capital movements reflected a build-up in inventories, consistent with higher production volumes and procurement activity to support the Segovia ramp-up. Accounts receivable also increased due to higher gold revenues, consistent with normal collection timing differences.
Q2 2025 compared to Q2 2024
After-tax adjusted sustaining margin increased to $73.8 million in Q2 2025 from $8.7 million in Q2 2024, driven by the following factors:
•AISC margin increased 199% due to a higher realized gold price of $3,281 per ounce in Q2 2025 (vs $2,308 per ounce in Q2 2024) and increased ounces sold.
•VAT recoveries were $30.8 million in Q2 2025, up from $8.3 million in Q2 2024 primarily due to the timing of recoveries.
•Taxes paid totaled $42.2 million in Q2 2025, primarily reflecting the settlement of the 2024 Colombia income tax obligation.
•Other working capital movements resulted in an outflow of $1.7 million in Q2 2025, compared to $0.7 million in Q2 2024, primarily reflecting normal timing differences in the settlement of receivables and payables.
H1 2025 compared to H1 2024
After-tax adjusted sustaining margin increased to $105.5 million in H1 2025 from negative $0.1 million in H1 2024, driven by the following factors:
•AISC margin increased 179%, reflecting a higher realized gold price of $3,073 per ounce (vs $2,182 per ounce in H1 2024) and increased ounces sold.
•VAT recoveries increased by $19.1 million in H1 2025, compared to a $17.4 million increase in H1 2024, reflecting timing differences in VAT recoveries and accruals.
•Taxes paid totaled $47.4 million in H1 2025, compared to $8.5 million in H1 2024. The increase reflects the timing of income tax payments, as 2023 taxes were not paid until Q4 2024.
•Other working capital movements resulted in an outflow of $13.4 million in H1 2025, compared to $20.7 million outflow in H1 2024. The prior year’s movements primarily reflected timing changes in accounts payable and accrued liabilities.
Expansion and growth capital
Growth and expansion capital expenditures were directed toward key development priorities:
•Marmato Bulk Mining Zone: $23.6 million was invested in Q2 2025 and $53.3 million in H1 2025 to advance underground development, including decline advancement, completion of earthworks for the main substation and CIP plant platforms, and ongoing civil works for the process plant. Equipment deliveries included major components such as crushers, mills, and tailings filters.
•Segovia Operations: $6.9 million in Q2 2025 and $13.3 million in H1 2025 were spent on underground mine development and installation and commissioning of a second ball mill at Segovia. The new mill was commissioned in June 2025, increasing total processing capacity by 50% to 3,000 tpd.
•Toroparu and Soto Norte: $6.2 million was invested in Q2 2025 and $13.2 million in H1 2025 in technical studies at Toroparu, and to the redesigned smaller-scale underground project at Soto Norte.
Page | 10
Management's Discussion and Analysis For the three and six months ended June 30, 2025 and 2024 (all figures are expressed in thousands of United States Dollars, unless otherwise stated) | ||
Total financing and other costs
Financing and other net cash flows resulted in a net inflow of $33.3 million during Q2 2025 and $31.8 million in H1 2025:
•ARIS.WT.A Listed Warrant exercises generated $53.4 million in proceeds in Q2 2025 for a total of $54.5 million in H1 2025.
•Options exercises generated $4.3 million in proceeds in Q2 2025 and $4.3 million in H1 2025.
•Gold Note principal repayments totaled $4.1 million in Q2 2025 and $8.0 million in H1 2025.
•Gold Note premium and interest payments totaled $5.8 million in Q2 2025 and $10.8 million in H1 2025.
•2029 Senior Note interest payments were $18.0 million in Q2 2025 and $18.0 million H1 2025.
The Company remains focused on disciplined capital deployment. Strong cash flow generation and cash position continue to support its capital investment programs while maintaining balance sheet flexibility.
Page | 11
Management's Discussion and Analysis For the three and six months ended June 30, 2025 and 2024 (all figures are expressed in thousands of United States Dollars, unless otherwise stated) | ||
Operating Performance | Segovia Operations
The Segovia Operations are 100% owned by the Company and are located in a historic mining district of Colombia. The operations include four underground mines and two processing facilities:
•a conventional processing facility, previously operating at 2,000 tpd, was expanded to 3,000 tpd in June 2025 and produces doré.
•A 200 tpd polymetallic processing plant that recovers lead and zinc concentrates from process tailings.
In H1 2025, approximately 41% of the gold sold was produced from mill feed purchased from CMPs, sourced from both within and outside of the Company’s mining titles.
| Three months ended | Six months ended | |||||||||||||||||||
| Operating Information | June 30, 2025 | March 31, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||||
| Tonnes processed (t) | 167,960 | 167,150 | 155,912 | 335,110 | 310,337 | |||||||||||||||
| Tonnes per day (tpd) | 1,976 | 1,966 | 1,834 | 1,971 | 1,826 | |||||||||||||||
| Average gold grade processed (g/t) | 9.85 | 9.37 | 9.14 | 9.61 | 9.28 | |||||||||||||||
| Recoveries (%) | 96.1% | 96.1% | 96.0% | 96.1% | 95.6% | |||||||||||||||
| Gold produced (ounces) | 51,527 | 47,549 | 43,705 | 99,076 | 88,613 | |||||||||||||||
| Gold sold (ounces) | 53,751 | 47,390 | 43,366 | 101,141 | 88,654 | |||||||||||||||
| Financial Information | ||||||||||||||||||||
| Gold revenue ($'000s) | 177,551 | 135,310 | 100,302 | 312,861 | 193,691 | |||||||||||||||
| Average realized gold price ($/ounce sold) | $3,303 | $2,855 | $2,313 | $3,093 | $2,186 | |||||||||||||||
| Owner Mining costs | 23,228 | 19,291 | 17,187 | 42,519 | 34,118 | |||||||||||||||
| CMP material purchases | 29,157 | 26,656 | 28,667 | 55,813 | 50,853 | |||||||||||||||
| Processing costs | 7,412 | 7,430 | 6,536 | 14,842 | 12,497 | |||||||||||||||
| Administration and security costs | 10,422 | 10,124 | 8,120 | 20,546 | 17,581 | |||||||||||||||
| Change in finished goods and stockpile inventory | 961 | (929) | (1,306) | 32 | (904) | |||||||||||||||
| By-product and concentrate revenue | (2,798) | (3,073) | (2,862) | (5,871) | (5,180) | |||||||||||||||
Total cash costs | 68,382 | 59,499 | 56,342 | 127,881 | 108,965 | |||||||||||||||
Cash cost per ounce sold | $1,272 | $1,256 | $1,299 | $1,264 | $1,229 | |||||||||||||||
| Royalties | 5,539 | 4,519 | 3,078 | 10,058 | 6,086 | |||||||||||||||
| Social contributions | 5,177 | 4,061 | 2,120 | 9,238 | 4,409 | |||||||||||||||
| Sustaining capital | 10,861 | 5,856 | 6,224 | 16,717 | 12,720 | |||||||||||||||
| Sustaining lease payments | 423 | 480 | 364 | 903 | 870 | |||||||||||||||
All-in sustaining costs | 90,382 | 74,415 | 68,128 | 164,797 | 133,050 | |||||||||||||||
| All-in sustaining cost per ounce sold (Combined OMP and CMP) | $1,681 | $1,570 | $1,571 | $1,629 | $1,501 | |||||||||||||||
AISC Margin | 87,169 | 60,895 | 32,174 | 148,064 | 60,641 | |||||||||||||||
Production
Q2 2025 compared to Q1 2025
Gold production totaled 51,527 ounces, up 8% as compared to Q1 2025, primarily as a result of higher gold grades and consistent gold recovery rates of 96.1%. The Segovia Operations delivered steady mill throughput in Q2 2025, processing 167,960 tonnes at 1,976 tpd, consistent with Q1 2025.
Q2 2025 compared to Q2 2024
Gold production increased by 18% compared to Q2 2024, driven by an 8% increase in tonnes processed and an 8% improvement in head grade. The higher throughput reflects increased plant availability, supporting consistent daily processing rates of 1,976 tpd up from 1,834 tpd in the prior-year period.
Page | 12
Management's Discussion and Analysis For the three and six months ended June 30, 2025 and 2024 (all figures are expressed in thousands of United States Dollars, unless otherwise stated) | ||
H1 2025 compared to H1 2024
Gold production totaled 99,076 ounces in H1 2025, an increase of 12% compared to 88,613 ounces in H1 2024. The improvement reflects an 8% increase in average daily throughput to 1,971 tpd, up from 1,826 tpd, along with higher average head grades of 9.61 g/t (H1 2024 – 9.28 g/t) and improved recovery rates of 96.1% (H1 2024 – 95.6%).
Gold Revenue
Q2 2025 compared to Q1 2025
Gold revenue in Q2 2025 was $177.6 million, up 31% from Q1 2025, reflecting a 16% increase in the average realized gold prices and a 13% increase in ounces sold.
Q2 2025 compared to Q2 2024
Gold revenue increased 77% compared to Q2 2024, driven by a 43% increase in average realized gold prices and a 24% increase in gold ounces sold.
H1 2025 compared to H1 2024
Gold revenue totaled $312.9 million in H1 2025, up 62% from $193.7 million in H1 2024, reflecting a 42% increase in the average realized gold price to $3,093 per ounce and a 14% increase in gold ounces sold.
Segovia - Owner Mining and CMPs
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| Operating Information | June 30, 2025 | March 31, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||||
| Owner Mining | ||||||||||||||||||||
| Gold produced (ounces) | 31,377 | 27,053 | 20,340 | 58,430 | 42,597 | |||||||||||||||
| Gold sold (ounces) | 32,685 | 26,963 | 20,183 | 59,648 | 42,628 | |||||||||||||||
| Cash cost ($ per oz sold) | 1,047 | 1,123 | 1,222 | 1,081 | 1,206 | |||||||||||||||
| AISC ($ per oz sold) | 1,520 | 1,482 | 1,616 | 1,503 | 1,583 | |||||||||||||||
| AISC margin ($'000) | 57,832 | 37,035 | 14,076 | 94,867 | 25,499 | |||||||||||||||
CMPs | ||||||||||||||||||||
| Gold produced (ounces) | 20,150 | 20,496 | 23,365 | 40,646 | 46,016 | |||||||||||||||
| Gold sold (ounces) | 21,066 | 20,427 | 23,183 | 41,493 | 46,026 | |||||||||||||||
| Cash cost ($ per oz sold) | 1,622 | 1,431 | 1,367 | 1,528 | 1,251 | |||||||||||||||
| AISC ($ per oz sold) | 1,931 | 1,687 | 1,532 | 1,811 | 1,425 | |||||||||||||||
| AISC sales margin (%) | 42% | 41% | 34% | 41% | 35% | |||||||||||||||
| AISC margin ($'000) | 29,337 | 23,860 | 18,098 | 53,197 | 35,142 | |||||||||||||||
| Total AISC Margin ($’000) | 87,169 | 60,895 | 32,174 | 148,064 | 60,641 | |||||||||||||||
Cash Costs
Q2 2025 compared to Q1 2025
Combined Owner Mining and CMP cash costs at the Segovia Operations averaged $1,272 per ounce in Q2 2025, compared to $1,256 per ounce in Q1 2025. The increase in combined cash costs were driven by higher average gold prices, which increased the cost of mill feed purchased from CMPs.
•Owner Mining: Cash costs averaged $1,047 per ounce, a 7% decrease from Q1 2025. The decrease reflects steady operating costs spread over a higher volume of gold ounces sold, resulting in a lower per-ounce unit cost.
•CMPs: Cash costs were $1,622 per ounce, up 13% from Q1 2025. The increase was primarily driven by a higher purchase price for mill feed due to a 16% increase in gold price as compared to Q1 2025.
Page | 13
Management's Discussion and Analysis For the three and six months ended June 30, 2025 and 2024 (all figures are expressed in thousands of United States Dollars, unless otherwise stated) | ||
Q2 2025 compared to Q2 2024
Combined Owner Mining and CMP cash costs at Segovia averaged $1,272 per ounce in Q2 2025, a slight decrease compared to $1,299 per ounce in Q2 2024. The decrease was primarily driven by a higher volume of gold ounces sold. In addition, the 7% depreciation of the Colombian peso (COP) as compared to Q2 2024 against the USD provided a favourable foreign exchange impact, lowering the USD-equivalent of local operating costs.
•Owner Mining: Cash costs were $1,047 per ounce, down 14% from $1,222 per ounce in Q2 2024. The improvement reflects increased production and sales volumes, as well as the favourable foreign exchange impact.
•CMPs: Cash costs rose 19% to $1,622 per ounce, compared to $1,367 per ounce in Q2 2024. The increase reflects higher prices paid for purchased mill feed, consistent with the 43% increase in average realized gold prices, as CMP payments are linked to prevailing market prices.
H1 2025 compared to H1 2024
Combined Owner Mining and CMP cash costs at Segovia averaged $1,264 per ounce in H1 2025, compared to $1,229 per ounce in H1 2024. The increase primarily reflects a 42% rise in average realized gold prices, which contributed to increased costs for purchased mill feed from CMPs, partially offset by a favourable foreign exchange impact, as the COP depreciated against the USD during the period.
•Owner Mining: Cash costs decreased to $1,081 per ounce in H1 2025 from $1,206 per ounce in H1 2024. The improvement reflects a 40% increase in gold ounces sold, rising from 42,628 to 59,648 ounces.
•CMPs: Cash costs increased 22% to $1,528 per ounce, compared to $1,251 per ounce in H1 2024. The increase primarily reflects higher gold prices, which elevated the cost of purchased mill feed. Unit costs were also impacted by lower gold ounces sold, which declined from 46,026 ounces in H1 2024 to 41,493 ounces in H1 2025.
All-In Sustaining Costs and Margin
Q2 2025 compared to Q1 2025
AISC at the Segovia Operations, combining Owner Mining and CMPs, averaged $1,681 per ounce in Q2 2025, a 7% increase from $1,570 per ounce in Q1 2025. The increase was primarily driven by increased sustaining capital expenditures which rose by 85%, in line with the mine plan, and higher social contributions, which are linked under a stepped rate framework to the prevailing gold price which is consistent with the 31% quarter-over-quarter growth in revenue.
Despite the increase in costs, AISC margin expanded to $87.2 million, up 43% from $60.9 million in Q1 2025, supported by a higher realized gold price.
•Owner Mining: AISC averaged $1,520 per ounce, up 3% from $1,482 per ounce in Q1 2025. The increase reflects higher sustaining capital investments, including infill drilling of $2.5 million and underground development of $4.7 million. Owner Mining AISC margin rose 56% to $57.8 million, benefiting from stronger pricing and improved production volumes.
•CMPs: AISC averaged $1,931 per ounce, up 14% from $1,687 per ounce in Q1 2025. The increase reflects higher mill feed costs, consistent with elevated gold prices, and allocated sustaining capital. CMP AISC margin also improved, with the partnership model delivering a 42% sales margin.
Q2 2025 compared to Q2 2024
Combined AISC at Segovia increased 7% to $1,681 per ounce, compared to $1,571 per ounce in Q2 2024. This is primarily due to higher sustaining capital, royalties, and social contributions, which increased costs in Q2 2025 due to the increased average realized gold price of 42% as compared to Q2 2024.
Despite the increase in AISC, the AISC margin more than doubled to $87.2 million, up from $32.2 million in Q2 2024, supported by a combination of stronger realized gold prices and higher production volumes.
•Owner Mining: AISC decreased 6% to $1,520 per ounce, from $1,616 per ounce in Q2 2024. The improvement was driven by higher ounces sold and a favourable foreign exchange impact, which helped offset increased
Page | 14
Management's Discussion and Analysis For the three and six months ended June 30, 2025 and 2024 (all figures are expressed in thousands of United States Dollars, unless otherwise stated) | ||
mining costs. Owner Mining AISC margin rose to $57.8 million, up significantly from $14.1 million in the prior-year quarter.
•CMPs: AISC increased 26% to $1,931 per ounce, compared to $1,532 per ounce in Q2 2024, reflecting the same cost dynamics discussed earlier. Despite lower ounces sold, CMP AISC margin improved by $11.2 million, delivering a robust 42% sales margin.
H1 2025 compared to H1 2024
Combined AISC at Segovia averaged $1,629 per ounce in H1 2025, up from $1,501 per ounce in H1 2024. The increase was primarily driven by higher royalties, social contributions, and sustaining capital expenditures, all of which scaled in line with the growth in gold revenue.
Despite the increase in unit costs, AISC margin more than doubled, reaching $148.1 million, compared to $60.6 million in H1 2024, supported by higher realized gold prices and stronger production performance.
•Owner Mining: AISC averaged $1,503 per ounce, down from $1,583 per ounce in H1 2024. The improvement reflects higher gold ounces sold and a favourable foreign exchange impact, which more than offset the increase in sustaining capital. Owner Mining AISC margin increased sharply to $94.9 million, from $25.5 million in the prior year.
•CMPs: AISC increased to $1,811 per ounce, compared to $1,425 per ounce in H1 2024. The increase was driven by higher gold prices, which elevated mill feed costs, and higher allocated sustaining capital. Despite the cost increase, CMP AISC margin improved to $53.2 million, from $35.1 million in H1 2024.
Growth and Expansion
Non-sustaining capital expenditures at Segovia totaled $6.9 million in Q2 2025, including $1.8 million for the installation and commissioning of the second ball mill and $3.8 for mine development. This builds on the $6.4 million invested in Q1 2025.
Page | 15
Management's Discussion and Analysis For the three and six months ended June 30, 2025 and 2024 (all figures are expressed in thousands of United States Dollars, unless otherwise stated) | ||
Operating Performance | Marmato Narrow Vein Zone
The Marmato Complex is 100% owned by the Company and located in a historic mining district of Colombia. It comprises two distinct zones:
•The Narrow Vein Zone is an underground mine currently in operation, supported by a 1,000 tpd processing facility that produces doré.
•The Bulk Mining Zone, located directly below the Narrow Vein Zone, is currently under construction. It will consist of a large-scale underground mine and a dedicated 5,000 tpd CIP processing plant, which will also produce doré.
| Three months ended | Six months ended | |||||||||||||||||||
Operating Information | June 30, 2025 | March 31, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||||
Tonnes processed (t) | 73,490 | 74,050 | 61,000 | 147,540 | 123,421 | |||||||||||||||
| Average gold grade processed (g/t) | 3.35 | 3.32 | 3.18 | 3.33 | 3.23 | |||||||||||||||
| Recoveries (%) | 90.2 | % | 91.7 | % | 89.2 | % | 90.9 | % | 89.7 | % | ||||||||||
| Gold produced (ounces) | 7,125 | 7,214 | 5,511 | 14,339 | 11,370 | |||||||||||||||
| Gold sold (ounces) | 7,273 | 6,891 | 6,103 | 14,164 | 11,859 | |||||||||||||||
Gold revenue | 22,680 | 18,832 | 13,657 | 41,512 | 25,458 | |||||||||||||||
| Average realized gold price | 3,118 | 2,733 | 2,272 | 2,931 | 2,161 | |||||||||||||||
Production
Q2 2025 compared to Q1 2025
Gold production was stable at 7,125 ounces, in line with the 7,214 ounces produced in Q1 2025. The marginal decrease reflects slightly lower tonnes processed and a reduction in recovery rates to 90.2% from 91.7%, partially offset by an increase in average gold grade to 3.35 g/t.
Q2 2025 compared to Q2 2024
Gold production increased 29% year-over-year, supported by a 20% increase in tonnes processed and higher average grade (3.35 g/t vs. 3.18 g/t). The increase in output is attributable to enhanced operational efficiency and stable mill performance during the period.
H1 2025 compared to H1 2024
Gold production for H1 2025 reached 14,339 ounces, compared to 11,370 ounces produced during H1 2024. This reflects higher throughput in H1 2025.
Gold Revenue
Q2 2025 compared to Q1 2025
Gold revenue totaled $22.7 million, a 20% increase from $18.8 million in Q1 2025. The increase was driven by a 6% rise in ounces sold and a 14% improvement in the average realized gold price, which reached $3,118 per ounce in Q2 2025.
Q2 2025 compared to Q2 2024
Gold revenue increased to $22.7 million from $13.7 million, reflecting a 37% increase in the average realized gold price and a 19% increase in ounces sold. The higher sales volumes were supported by improved production levels, driven by stable mill performance and consistent plant availability.
H1 2025 compared to H1 2024
For the six month period, gold revenue reached $41.5 million, up from $25.5 million in H1 2024. The increase was primarily due to a 19% rise in ounces sold and a higher average realized gold price of $2,931 per ounce, compared to $2,161 per ounce in H1 2024.
Page | 16
Management's Discussion and Analysis For the three and six months ended June 30, 2025 and 2024 (all figures are expressed in thousands of United States Dollars, unless otherwise stated) | ||
Review of Financial Results
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| ($’000) | June 30, 2025 | March 31, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||||
| Revenue | 203,456 | 157,528 | 117,185 | 360,984 | 224,805 | |||||||||||||||
| Cost of sales | (93,974) | (82,475) | (76,994) | (176,449) | (148,327) | |||||||||||||||
| Depreciation and depletion | (11,929) | (10,734) | (8,082) | (22,663) | (15,601) | |||||||||||||||
| Social contributions | (5,562) | (4,334) | (2,271) | (9,896) | (5,726) | |||||||||||||||
| Income from mining operations | 91,991 | 59,985 | 29,838 | 151,976 | 55,151 | |||||||||||||||
| General and administrative costs | (5,187) | (4,106) | (2,053) | (9,293) | (6,260) | |||||||||||||||
| Gain (loss) from equity accounting in investees | — | (14) | (2,301) | (14) | (2,852) | |||||||||||||||
| Share-based compensation | (8,136) | (3,784) | (1,373) | (11,920) | (3,215) | |||||||||||||||
| Other income (expenses) | (1,090) | (535) | (2,469) | (1,625) | (2,681) | |||||||||||||||
| Income from operations | 77,578 | 51,546 | 21,642 | 129,124 | 40,143 | |||||||||||||||
| Gain (loss) on financial instruments | (50,737) | (16,628) | (6,144) | (67,365) | (9,886) | |||||||||||||||
| Finance income | 3,474 | 2,336 | 1,691 | 5,810 | 3,937 | |||||||||||||||
| Finance costs | (10,833) | (10,037) | (6,496) | (20,870) | (13,299) | |||||||||||||||
| Foreign exchange gain (loss) | (7,224) | (5,997) | 7,211 | (13,221) | 7,319 | |||||||||||||||
| Income before income tax | 12,258 | 21,220 | 17,904 | 33,478 | 28,214 | |||||||||||||||
| Income taxes | ||||||||||||||||||||
| Current | (31,919) | (18,333) | (9,941) | (50,252) | (19,310) | |||||||||||||||
| Deferred | 2,720 | 323 | (2,250) | 3,043 | (3,935) | |||||||||||||||
| (29,199) | (18,010) | (12,191) | (47,209) | (23,245) | ||||||||||||||||
| Net income (loss) | (16,941) | 3,210 | 5,713 | (13,731) | 4,969 | |||||||||||||||
| Net earnings (loss) attributable to: | ||||||||||||||||||||
| Owners of the Company | (16,897) | 2,368 | 5,713 | (14,529) | 4,969 | |||||||||||||||
| Non-controlling interest | (44) | 842 | — | 798 | — | |||||||||||||||
| (16,941) | 3,210 | 5,713 | (13,731) | 4,969 | ||||||||||||||||
| (Loss) earnings per share - basic | (0.09) | 0.01 | 0.04 | (0.08) | 0.03 | |||||||||||||||
| Weighted average number of outstanding common shares - basic | 179,836,208 | 171,622,649 | 151,474,859 | 175,752,115 | 144,928,253 | |||||||||||||||
| (Loss) earnings per share - diluted | (0.09) | 0.01 | 0.04 | (0.08) | 0.03 | |||||||||||||||
| Weighted average number of outstanding common shares - diluted | 179,836,208 | 172,299,011 | 152,353,037 | 175,752,115 | 145,619,410 | |||||||||||||||
Revenue
Q2 2025 compared to Q1 2025
Revenue increased 29% to $203.5 million, up from $157.5 million in Q1 2025. The increase was primarily driven by a 16% increase in the average realized gold price, which rose to $3,281 per ounce, and a 12% increase in gold ounces sold.
Page | 17
Management's Discussion and Analysis For the three and six months ended June 30, 2025 and 2024 (all figures are expressed in thousands of United States Dollars, unless otherwise stated) | ||
Q2 2025 compared to Q2 2024
Revenue rose 74% from $117.2 million in Q2 2024 to $203.5 million in Q2 2025. The increase was attributable to a 42% improvement in the average realized gold price, up from $2,308 to $3,281 per ounce, combined with a 23% increase in gold ounces sold, reflecting stronger operational performance across both Segovia and Marmato.
H1 2025 compared to H1 2024
Revenue for the first half of 2025 increased 61% to $361.0 million, compared to $224.8 million in H1 2024. This growth was driven by a 39% increase in the average realized gold price, which rose from $2,182 per ounce in H1 2024 to $3,073 per ounce in H1 2025, as well as a 15% increase in gold ounces sold during the period.
Cost and expenses
Cost of Sales
Q2 2025 compared to Q1 2025
Cost of sales increased 14% to $94.0 million, up from $82.5 million in Q1 2025. The increase was primarily driven by a 12% increase in ounces sold, which resulted in higher processing, mining, and security costs. In addition, royalty payments increased, and the cost of purchased mill feed rose, reflecting higher prices paid to CMPs. This is consistent with the 16% increase in the average realized gold price, as CMP payments are linked to prevailing market prices.
Q2 2025 compared to Q2 2024
Cost of sales rose 22% from $77.0 million in Q2 2024 to $94.0 million in Q2 2025. The increase reflects a 12% increase in total ounces sold, as well as higher payments for purchased material. The average realized gold price increased 42% compared to the prior year period. Processing and mining costs increased with the higher throughput, though partially offset by improved cost efficiencies. Royalties rose by $3.4 million, consistent with the stronger gold price and higher sales volumes.
H1 2025 compared to H1 2024
Cost of sales increased 19% to $176.4 million, from $148.3 million in H1 2024. The increase was primarily due to higher production and sales volumes, with 12,487 more ounces sold year-over-year. CMP material costs rose by 10%, reflecting higher gold-linked payments, while improved processing efficiency helped mitigate unit cost pressures. Royalty payments increased by approximately $4.0 million, consistent with the 61% increase in revenue during the period.
Depreciation and Depletion
Q2 2025 compared to Q1 2025
Depreciation and depletion totaled $11.9 million in Q2 2025, up 11% from Q1 2025. The increase reflects a higher depletable cost base due to additional sustaining capital investments of $12.3 million during the quarter, along with an 7% increase in production. The expense continues to reflect the units-of-production method applied across operations.
Q2 2025 compared to Q2 2024
Depreciation and depletion increased 48% from $8.1 million in Q2 2024. The increase reflects a higher depletable cost base, following continued investment in mining interests and infrastructure, as well as higher production volumes, up 19% as compared to Q2 2024.
H1 2025 compared to H1 2024
Depreciation and depletion totaled $22.7 million in H1 2025, compared to a $15.6 million loss during H1 2024. The increase is primarily due to production increases across both operations and high depletable cost base.
Social Contributions
Q2 2025 compared to Q1 2025
Social contributions totaled $5.6 million in Q2 2025, a 28% increase from Q1 2025. The increase reflects the stepped-rate framework under which contributions are calculated, which links payments to prevailing gold prices and production volumes. The 30% growth in gold revenue, driven by a higher realized gold price and increased ounces sold directly led to the increase in contributions.
Page | 18
Management's Discussion and Analysis For the three and six months ended June 30, 2025 and 2024 (all figures are expressed in thousands of United States Dollars, unless otherwise stated) | ||
Q2 2025 compared to Q2 2024
Social contributions increased by $3.3 million compared to Q2 2024, consistent with the year-over-year growth in gold revenue due to higher gold prices and sales volumes.
H1 2025 compared to H1 2024
For the six month period, social contributions rose 73% to $9.9 million, driven by higher realized gold prices and increased gold sales volumes, consistent with the revenue growth over the same period.
Share based compensation
Q2 2025 compared to Q1 2025
The company recognized share based compensation expense totaling $8.1 million during Q2 2025, up by 115% compared to Q1 2025. The increase was primarily driven by the revaluation of the Company's cash-settled performance share units (PSUs), which are fair valued and increased in value in line with the Company's share price.
Q2 2025 compared to Q2 2024
Share based compensation increased by $6.8 million when compared to Q2 2024 primarily due to the revaluation of the Company's PSUs during the quarter.
H1 2025 compared to H1 2024
During the six month period ended June 30, 2025, share based compensation totaled $11.9 million as compared to $3.2 million for the same period in 2024. The increase was primarily due to the higher fair value of outstanding PSUs, reflecting the Company's stronger share price performance in 2025, as well as a higher number of units outstanding relative to the prior year.
Gain (loss) on financial instruments
The major components of the gain (loss) on financial instruments for the current and prior periods are outlined below:
| Three months ended | Six months ended | |||||||||||||||||||
| June 30, 2025 | March 31, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | ||||||||||||||||
| Financial Assets | ||||||||||||||||||||
| Investment in Denarius | (508) | (787) | (889) | (1,295) | 465 | |||||||||||||||
| Denarius convertible debenture | 758 | 553 | (608) | 1,311 | 1,287 | |||||||||||||||
| Denarius warrants | (75) | 2 | (1) | (73) | (169) | |||||||||||||||
Embedded derivative 2029 Senior Notes | 859 | 3,316 | — | 4,175 | — | |||||||||||||||
| Other gain (loss) on financial instruments | 2 | (3) | 1 | (1) | (1) | |||||||||||||||
| 1,036 | 3,081 | (1,497) | 4,117 | 1,582 | ||||||||||||||||
| Financial Liabilities | ||||||||||||||||||||
| Gold Notes | (6,262) | (5,125) | (5,321) | (11,387) | (7,360) | |||||||||||||||
| Convertible debenture | — | — | 62 | — | 565 | |||||||||||||||
| Unlisted Warrants | — | — | 147 | — | 186 | |||||||||||||||
ARIS.WT.A Listed Warrants | (45,511) | (14,584) | 465 | (60,095) | (4,859) | |||||||||||||||
| (51,773) | (19,709) | (4,647) | (71,482) | (11,468) | ||||||||||||||||
Total gain (loss) on financial instruments | $ | (50,737) | $ | (16,628) | $ | (6,144) | $ | (67,365) | $ | (9,886) | ||||||||||
Q2 2025 compared to Q1 2025
Aris Mining holds financial instruments that are recognized at fair value through profit and loss. In Q2 2025, the Company recognized a $50.7 million loss on financial instruments compared to a $16.6 million loss in Q1 2025. The loss was primarily driven by a significant appreciation in the Company's share price which led to a 205% increase in the market price of ARIS.WT.A Listed Warrants, resulting in a $45.5 million loss recorded on the fair value adjustment to the warrant liability.
Further, the Company incurred a $6.3 million loss on the Cboe Canada listed Gold Notes. The valuation of the Gold Notes incorporates credit spreads, risk-free rates, volatility, and gold future prices. The primary driver of the fair-value adjustment in Q2 2025 was the 15% increase in gold prices.
Page | 19
Management's Discussion and Analysis For the three and six months ended June 30, 2025 and 2024 (all figures are expressed in thousands of United States Dollars, unless otherwise stated) | ||
Q2 2025 compared to Q2 2024
The loss on financial instruments increased from $6.1 million in Q2 2024 to $50.7 million primarily due to the significant appreciation in the Company's share price which led to the increase in market price of the ARIS.WT.A Listed Warrants, resulting in an increase in their fair value as a liability.
H1 2025 compared to H1 2024
The Company recognized a $67.4 million loss on financial instruments in H1 2025, compared to a $9.9 million loss in H1 2024. The higher loss was primarily driven by fair value adjustments on the ARIS.WT.A Listed Warrants and Gold Notes, reflecting the impact of changes in the fair value of warrants and gold prices during the period. This was partially offset by a fair value gain recorded for the embedded derivative on the 2029 Senior Notes.
Finance costs
Q2 2025 compared to Q1 2025
Finance costs in Q2 2025 were consistent with Q1 2025 at $10.8 million. The current quarter reflects a normalized interest expense structure following the refinancing activities in 2024.
Q2 2025 compared to Q2 2024
Finance costs increased 67% from $6.5 million as compared to Q2 2024. The year-over-year increase reflects the impact of $450 million in debt (2029 Senior Notes) raised in Q4 2024 to refinance the $300 million (2026 Senior Notes). The 2029 Senior Notes also carry a higher coupon rate compared to the previous 2026 Senior Notes.
H1 2025 compared to H1 2024
Finance costs for the six months ended June 30, 2025 increased 57% from $13.3 million in H1 2024. The year-over-year increase reflects the impact of $450 million in debt (2029 Senior Notes) raised in Q4 2024 to refinance the $300 million (2026 Senior Notes). The 2029 Senior Notes also carry a higher coupon rate compared to the previous 2026 Senior Notes.
Foreign exchange loss (gain)
Q2 2025 compared to Q1 2025
Aris Mining recorded a foreign exchange loss of $7.2 million in Q2 2025, compared to a loss of $6.0 million in Q1 2025. The $1.2 million quarter-over-quarter difference was due to the appreciation of the COP against the USD during the quarter. This movement resulted in translation losses on USD-denominated monetary assets and liabilities held within subsidiaries whose functional currency is the COP.
Q2 2025 compared to Q2 2024
The foreign exchange loss of $7.2 million in Q2 2025 compares to a gain of $7.2 million in Q2 2024. This change is primarily attributable to the appreciation of the COP during the current quarter as compared to a depreciation in Q2 2024, which reduced the USD value of monetary balances held in COP-functional entities, leading to translation losses.
H1 2025 compared to H1 2024
The Company recorded a foreign exchange loss of $13.2 million in H1 2025 compared to a gain of $7.3 million in H1 2024. This change is primarily attributable to the appreciation of the COP during the year as compared to a depreciation in 2024, which reduced the USD value of monetary balances held in COP-functional entities, leading to translation losses.
Income tax (expense) recovery
Q2 2025 compared to Q1 2025
Income taxes totaled $29.2 million in Q2 2025 resulting in a 62% increase from Q1 2025 primarily due to the increase in income from mining operations.
Q2 2025 compared to Q2 2024
Income taxes increased by $17.0 million as compared to Q2 2024, driven by higher income from mining operations due to higher realized gold prices and higher gold ounces sold.
H1 2025 compared to H1 2024
Income taxes increased by 103% to $47.2 million as compared to H1 2024, driven by higher income from mining operations due to higher realized gold prices and higher gold ounces sold.
Page | 20
Management's Discussion and Analysis For the three and six months ended June 30, 2025 and 2024 (all figures are expressed in thousands of United States Dollars, unless otherwise stated) | ||
Financial Condition, Liquidity and Capital Resources
Working capital
The Company continues to maintain a strong liquidity position, and with the combination of operating cash flows from the Segovia Operations and remaining milestone payments from WPMI, there is sufficient cash available to fund operating activities, expansion projects, and strategic initiatives, including the advancement of the Marmato Expansion, and study work at Soto Norte and Toroparu.
As at June 30, 2025, the Company held a working capital surplus, defined as current assets minus current liabilities, of $216.5 million (Q4 2024 - $216.3 million), underpinned by a cash balance of $310.2 million. Cash and cash equivalents increased by $57.6 million during H1 of 2025. The increase primarily reflects stronger operating cash flow resulting from higher gold sales, proceeds from the exercise of ARIS.WT.A Listed warrants partially offset by continued investment in growth projects. Notably, the Company advanced construction at the Marmato Bulk Mining Zone and made scheduled interest payments on its Senior Notes.
Three months ended | Six months ended | |||||||||||||||||||
| June 30, 2025 | March 31, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | ||||||||||||||||
| Net cash provided by (used in) operating activities | $ | 81,719 | $ | 46,761 | $ | (11,701) | $ | 128,480 | $ | 11,603 | ||||||||||
| Net cash used in investing activities | (47,320) | (60,564) | (43,084) | (107,884) | (86,001) | |||||||||||||||
| Net cash provided by (used in) from financing activities | 35,009 | 331 | 39,703 | 35,340 | 3,993 | |||||||||||||||
| Impact of foreign exchange rate changes on cash and cash equivalents | 925 | 768 | (2,128) | 1,693 | (2,562) | |||||||||||||||
| Increase (decrease) in cash and cash equivalents | 70,333 | (12,704) | (17,210) | 57,629 | (72,965) | |||||||||||||||
| Cash and cash equivalents, beginning of period | 239,831 | 252,535 | 49,338 | 252,535 | 194,622 | |||||||||||||||
| Cash and cash equivalents, end of period | $ | 310,164 | $ | 239,831 | $ | 32,128 | $ | 310,164 | $ | 121,657 | ||||||||||
Subsequent to June 30, 2025, Aris Mining received additional cash proceeds of C$82.8 million or $60.5 million from the exercise of the remaining ARIS.WT.A Listed Warrants, further strengthening the balance sheet and supporting growth initiatives at Segovia and Marmato. As of July 30, 2025, there are no further ARIS.WT.A Listed Warrants outstanding.
Off-balance Sheet Arrangements
Aris Mining has no off-balance sheet arrangements.
Transactions with Related Parties
The Company’s related parties include its subsidiaries, affiliates, directors and key management personnel. The Company’s key management personnel includes executive and non-executive directors and the Company’s executive officers.
Other than normal-course intercompany transactions and compensation in the form of salaries or directors’ fees, and share based payments (options, PSUs, DSUs) there were no related party transactions.
Financial Instruments and Financial Risk Management
The nature of the acquisition, exploration, development and operation of gold properties exposes the Company to risks associated with fluctuations in commodity prices, foreign currency exchange rates and credit risk. The Company may at times enter into risk management contracts to mitigate these risks. It is the Company’s policy that no speculative trading in derivatives shall be undertaken.
The Company may at times hold financial instruments, derivatives and/or contracts containing embedded derivatives, which are recorded on our consolidated balance sheet at fair value with gains and losses in each period included in other comprehensive income (loss) in the year and profit for the period on our consolidated statements of income and consolidated statements of other comprehensive income, as appropriate. The most significant of these instruments are the Gold Notes.
Page | 21
Management's Discussion and Analysis For the three and six months ended June 30, 2025 and 2024 (all figures are expressed in thousands of United States Dollars, unless otherwise stated) | ||
Aris Mining Holdings Corp. (Aris Holdings) has Gold Notes that trade on the Cboe Canada under the symbol “AMNG.NT.U” as described in note 10 of the 2024 annual financial statements. As of June 30, 2025, the outstanding principal value is $35.8 million. The Gold Notes bear interest at 7.5% per annum, payable monthly. In addition to the interest, the Gold Notes pay a gold premium calculated each quarter as the excess of the floor price of $1,400 compared to the London Bullion Market Association Gold Price on the measurement date. We have not entered into any instruments to hedge against the market movement of gold, and there is risk that rising gold prices would result in higher premiums to be paid. However, there is a natural hedge to this risk as rising gold prices result in higher cash flows from increased AISC margins that are available to fund the potential exposure.
Further information about our financial instruments, derivatives and contracts containing embedded derivatives and associated risks is outlined in Note 16 in our 2024 audited annual consolidated financial statements.
Contractual Obligations and Commitments
The Company enters into contracts in the normal course of business that give rise to commitments for future payments. The following table summarizes the undiscounted contractual obligations and commitments as at June 30, 2025, which mature over the next five years and beyond:
| Less than 1 year | 1 to 3 years | 4 to 5 years | Over 5 years | Total | |||||||||||||
| Trade, tax and other payables | $ | 115,295 | $ | — | $ | — | $ | — | $ | 115,295 | |||||||
| Reclamation and closure costs | 2,509 | 1,946 | 8,484 | 20,018 | 32,957 | ||||||||||||
| Lease payments | 1,213 | 2,287 | 1,255 | 1,941 | 6,696 | ||||||||||||
| Gold Notes | 41,603 | 50,899 | — | — | 92,502 | ||||||||||||
| Senior unsecured notes | 36,000 | 108,000 | 468,000 | — | 612,000 | ||||||||||||
Other contractual commitments1 | 10,165 | — | — | — | 10,165 | ||||||||||||
| Total | $ | 206,785 | $ | 163,132 | $ | 477,739 | $ | 21,959 | $ | 869,615 | |||||||
1.Includes binding commitments for capital and operating purchase obligations that the Company has entered into as at June 30, 2025.
Aris Mining’s current gold and silver production from the Marmato Complex and future production from the Toroparu Project, are subject to the terms of streaming agreements with WPMI. In addition, gold and silver production from PSN after the first 5.7 million ounces of gold have been produced is subject to the terms with the precious metals purchase agreement (PMPA) with MDC Industry Holding Company LLC (Mubadala).
In addition, Aris Mining has the obligation to fund Mubadala's 49% share of certain operating costs until the earlier of the receipt of the environmental license for the Soto Norte Project or December 31, 2027.
Liquidity risk
Associated with the contractual obligations and commitments summarized above, the Company manages its liquidity risk by continuously monitoring forecasted cash flow requirements, as well as any requirements that arise by virtue of the financial instruments held by the Company. The Company believes it has sufficient cash resources to pay its obligations associated with its financial liabilities as at June 30, 2025.
Contingencies
In the ordinary course of business, the Company is involved in and potentially subject to legal actions and proceedings. The Company records provisions in its financial statements for such claims when considered material and an outflow of resources is considered probable.
The Company is subject to tax audits from various tax authorities on an ongoing basis. As a result, from time to time, tax authorities may disagree with the positions and conclusions taken by the Company in its tax filings or legislation could be amended or interpretations of current legislation could change, and any of these events could lead to reassessments. The Company records provisions for such claims when it determines there will be a tax liability associated with its filing position.
No such provisions have been recorded by the Company.
Page | 22
Management's Discussion and Analysis For the three and six months ended June 30, 2025 and 2024 (all figures are expressed in thousands of United States Dollars, unless otherwise stated) | ||
Outstanding Share Data
As at the date of this MD&A, the Company has 202.4 million common shares issued and outstanding and 6.2 million common shares issuable under stock options. A further 6 million common shares are issuable to Mubadala following receipt of an environmental license to develop PSN.
Non-GAAP Financial Measures
This MD&A refers to a number of non-GAAP financial measures and non-GAAP ratios, which are not measures recognized under International Financial Reporting Standards (IFRS) and do not have a standardized meaning prescribed by IFRS. The non-GAAP financial measures and non-GAAP ratios described below do not have standardized meanings under IFRS, may differ from those used by other issuers, and may not be comparable to similar financial measures and ratios reported by other issuers. These financial measures and ratios have been derived from our financial statements and applied on a consistent basis as appropriate. The Company discloses these financial measures and ratios because the Company believes that they assist readers in understanding the results of our operations and financial position and provide further information about our financial results to investors. These measures should not be considered in isolation or used as a substitute for other measures of performance prepared in accordance with IFRS.
Total cash costs
Total cash costs and total cash costs per ounce sold are a non-GAAP financial measure and a non-GAAP ratio, respectively, and are common financial performance measures in the gold mining industry; however, they have no standard meaning under IFRS. Total cash costs per ounce sold are calculated by dividing total cash costs by volume of gold ounces sold. Aris Mining believes that, in addition to conventional measures prepared in accordance with IFRS such as cost of sales, certain investors use this information to evaluate the Company's performance and ability to generate operating income and cash flow from its mining operations. Management uses this metric as an important tool to monitor operating costs. Management has included a secondary total cash cost and total cash cost per ounce measure, that includes the cost of royalties incurred on precious metal shipments from its Segovia Operations. This measure adds back the cost of royalties to total cash cost and is intended to be reflective of the total cash cost associated with operating in Colombia. Adoption of the World Gold Standard methodology is voluntary and other companies may quantify this measure differently because of different underlying principles and policies applied.
All-in sustaining costs
AISC and AISC ($ per oz sold) are a non-GAAP financial measure and a non-GAAP ratio, respectively, and are common financial performance measures in the gold mining industry; however, they have no standard meaning under IFRS. AISC ($ per oz sold) is calculated by dividing AISC by volume of gold ounces sold. The methodology for calculating AISC was developed internally and is calculated below, and readers should be aware that this measure does not have a standardized meaning. This non‐GAAP measure provides investors with transparency to the total period‐attributable AISC of producing an ounce of gold and may aid in the comparison with other gold mining peers. Management uses this metric as an important tool to monitor operating costs. Accordingly, it is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.
Reconciliation of all-in sustaining costs to the most directly comparable financial measure disclosed in the Financial Statements.
Page | 23
Management's Discussion and Analysis For the three and six months ended June 30, 2025 and 2024 (all figures are expressed in thousands of United States Dollars, unless otherwise stated) | ||
Total cash costs
Reconciliation of total cash costs to the most directly comparable financial measure disclosed in the Financial Statements.
| Three months ended | |||||||||||||||||||||||||||||
| June 30, 2025 | March 31, 2025 | June 30, 2024 | |||||||||||||||||||||||||||
| ($000s except per ounce amounts) | Segovia | Marmato | Total | Segovia | Marmato | Total | Segovia | Marmato | Total | ||||||||||||||||||||
| Total gold sold (ounces) | 53,751 | 7,273 | 61,024 | 47,390 | 6,891 | 54,281 | 43,366 | 6,103 | 49,469 | ||||||||||||||||||||
Cost of sales1 | 76,719 | 17,255 | 93,974 | 67,091 | 15,384 | 82,475 | 62,282 | 14,712 | 76,994 | ||||||||||||||||||||
Less: royalties1 | (5,539) | (2,044) | (7,583) | (4,519) | (1,840) | (6,359) | (3,078) | (1,126) | (4,204) | ||||||||||||||||||||
Add: by-product revenue1 | (2,798) | (427) | (3,225) | (3,073) | (313) | (3,386) | (2,862) | (153) | (3,015) | ||||||||||||||||||||
| Total cash costs | 68,382 | 14,784 | 83,166 | 59,499 | 13,231 | 72,730 | 56,342 | 13,433 | 69,775 | ||||||||||||||||||||
| Total cash costs ($ per oz gold sold) | $1,272 | $1,256 | $1,299 | ||||||||||||||||||||||||||
| Total cash cost including royalties | 73,921 | 64,018 | 59,420 | ||||||||||||||||||||||||||
| Total cash cost including royalties ($ per oz gold sold) | $1,375 | $1,351 | $1,370 | ||||||||||||||||||||||||||
1.As presented in the Financial Statements and notes thereto for the respective periods.
| Six months ended | ||||||||||||||||||||
| June 30, 2025 | June 30, 2024 | |||||||||||||||||||
| ($000s except per ounce amounts) | Segovia | Marmato | Total | Segovia | Marmato | Total | ||||||||||||||
| Total gold sold (ounces) | 101,141 | 14,164 | 115,305 | 88,654 | 11,859 | 100,513 | ||||||||||||||
Cost of sales1 | 143,810 | 32,639 | 176,449 | 120,231 | 28,096 | 148,327 | ||||||||||||||
Less: royalties1 | (10,058) | (3,884) | (13,942) | (6,086) | (2,210) | (8,296) | ||||||||||||||
Add: by-product revenue1 | (5,871) | (740) | (6,611) | (5,180) | (265) | (5,445) | ||||||||||||||
| Total cash costs | 127,881 | 28,015 | 155,896 | 108,965 | 25,621 | 134,586 | ||||||||||||||
| Total cash costs ($ per oz gold sold) | $1,264 | $1,229 | ||||||||||||||||||
| Total cash cost including royalties | 137,939 | 115,051 | ||||||||||||||||||
| Total cash cost including royalties ($ per oz gold sold) | $1,364 | $1,298 | ||||||||||||||||||
1.As presented in the Financial Statements and notes thereto for the respective periods
All-in sustaining costs
Reconciliation of total all-in sustaining costs to the most directly comparable financial measure disclosed in the Financial Statements.
| Three months ended | |||||||||||||||||||||||||||||
| June 30, 2025 | March 31, 2025 | June 30, 2024 | |||||||||||||||||||||||||||
| ($000s except per ounce amounts) | Segovia | Marmato | Total | Segovia | Marmato | Total | Segovia | Marmato | Total | ||||||||||||||||||||
| Total gold sold (ounces) | 53,751 | 7,273 | 61,024 | 47,390 | 6,891 | 54,281 | 43,366 | 6,103 | 49,469 | ||||||||||||||||||||
| Total cash costs | 68,382 | 14,784 | 83,166 | 59,499 | 13,231 | 72,730 | 56,342 | 13,433 | 69,775 | ||||||||||||||||||||
Add: royalties1 | 5,539 | 2,044 | 7,583 | 4,519 | 1,840 | 6,359 | 3,078 | 1,126 | 4,204 | ||||||||||||||||||||
Add: social programs1 | 5,177 | 385 | 5,562 | 4,061 | 273 | 4,334 | 2,120 | 151 | 2,271 | ||||||||||||||||||||
| Add: sustaining capital expenditures | 10,861 | 1,426 | 12,287 | 5,856 | 733 | 6,589 | 6,224 | 782 | 7,006 | ||||||||||||||||||||
| Add: sustaining lease payments | 423 | — | 423 | 480 | — | 480 | 364 | — | 364 | ||||||||||||||||||||
| Total AISC | 90,382 | 18,639 | 109,021 | 74,415 | 16,077 | 90,492 | 68,128 | 15,492 | 83,620 | ||||||||||||||||||||
| Total AISC ($ per oz gold sold) | $1,681 | $1,570 | $1,571 | ||||||||||||||||||||||||||
1.As presented in the Financial Statements and notes thereto for the respective periods
Page | 24
Management's Discussion and Analysis For the three and six months ended June 30, 2025 and 2024 (all figures are expressed in thousands of United States Dollars, unless otherwise stated) | ||
| Six months ended | ||||||||||||||||||||
| June 30, 2025 | June 30, 2024 | |||||||||||||||||||
| ($000s except per ounce amounts) | Segovia | Marmato | Total | Segovia | Marmato | Total | ||||||||||||||
| Total gold sold (ounces) | 101,141 | 14,164 | 115,305 | 88,654 | 11,859 | 100,513 | ||||||||||||||
| Total cash costs | 127,881 | 28,015 | 155,896 | 108,965 | 25,621 | 134,586 | ||||||||||||||
Add: royalties1 | 10,058 | 3,884 | 13,942 | 6,086 | 2,210 | 8,296 | ||||||||||||||
Add: social programs1 | 9,238 | 658 | 9,896 | 4,409 | 1,317 | 5,726 | ||||||||||||||
| Add: sustaining capital expenditures | 16,717 | 2,159 | 18,876 | 12,720 | 1,606 | 14,326 | ||||||||||||||
| Add: sustaining lease payments | 903 | — | 903 | 870 | — | 870 | ||||||||||||||
| Total AISC | 164,797 | 34,716 | 199,513 | 133,050 | 30,754 | 163,804 | ||||||||||||||
| Total AISC ($ per oz gold sold) | $1,629 | $1,501 | ||||||||||||||||||
1.As presented in the Financial Statements and notes thereto for the respective periods
Total cash costs
Reconciliation of total cash costs by business unit at the Segovia Operations to the cash costs as disclosed above.
| Three months ended | |||||||||||||||||||||||||||||
| June 30, 2025 | March 31, 2025 | June 30, 2024 | |||||||||||||||||||||||||||
| ($000s except per ounce amounts) | Owner Mining | CMP | Total Segovia | Owner Mining | CMP | Total Segovia | Owner Mining | CMP | Total Segovia | ||||||||||||||||||||
| Total gold sold (ounces) | 32,685 | 21,066 | 53,751 | 26,963 | 20,427 | 47,390 | 20,183 | 23,183 | 43,366 | ||||||||||||||||||||
Cost of sales1 | 39,532 | 37,187 | 76,719 | 34,799 | 32,292 | 67,091 | 28,531 | 33,751 | 62,282 | ||||||||||||||||||||
Less: royalties1 | (3,605) | (1,934) | (5,539) | (2,783) | (1,736) | (4,519) | (1,720) | (1,358) | (3,078) | ||||||||||||||||||||
Add: by-product revenue1 | (1,714) | (1,084) | (2,798) | (1,748) | (1,325) | (3,073) | (2,151) | (711) | (2,862) | ||||||||||||||||||||
| Total cash costs | 34,213 | 34,169 | 68,382 | 30,268 | 29,231 | 59,499 | 24,660 | 31,682 | 56,342 | ||||||||||||||||||||
| Total cash costs ($ per oz gold sold) | $1,047 | $1,622 | $1,272 | $1,123 | $1,431 | $1,256 | $1,222 | $1,367 | $1,299 | ||||||||||||||||||||
| Total cash cost including royalties | 73,921 | 64,018 | 59,420 | ||||||||||||||||||||||||||
| Total cash cost including royalties ($ per oz gold sold) | $1,375 | $1,351 | $1,370 | ||||||||||||||||||||||||||
1.As presented in the Financial Statements and notes thereto for the respective periods
| Six months ended | ||||||||||||||||||||
| June 30, 2025 | June 30, 2024 | |||||||||||||||||||
| ($000s except per ounce amounts) | Owner Mining | CMP | Total Segovia | Owner Mining | CMP | Total Segovia | ||||||||||||||
| Total gold sold (ounces) | 59,648 | 41,493 | 101,141 | 42,628 | 46,026 | 88,654 | ||||||||||||||
Cost of sales1 | 74,331 | 69,479 | 143,810 | 58,616 | 61,615 | 120,231 | ||||||||||||||
Less: royalties1 | (6,388) | (3,670) | (10,058) | (3,397) | (2,689) | (6,086) | ||||||||||||||
Add: by-product revenue1 | (3,462) | (2,409) | (5,871) | (3,814) | (1,366) | (5,180) | ||||||||||||||
| Total cash costs | 64,481 | 63,400 | 127,881 | 51,405 | 57,560 | 108,965 | ||||||||||||||
| Total cash costs ($ per oz gold sold) | $1,081 | $1,528 | $1,264 | $1,206 | $1,251 | $1,229 | ||||||||||||||
| Total cash cost including royalties | 137,939 | 115,051 | ||||||||||||||||||
| Total cash cost including royalties ($ per oz gold sold) | $1,364 | $1,298 | ||||||||||||||||||
1.As presented in the Financial Statements and notes thereto for the respective periods
Page | 25
Management's Discussion and Analysis For the three and six months ended June 30, 2025 and 2024 (all figures are expressed in thousands of United States Dollars, unless otherwise stated) | ||
All-in sustaining costs
Reconciliation of total AISC by business unit at the Segovia Operations to the AISC as disclosed above.
| Three months ended | |||||||||||||||||||||||||||||
| June 30, 2025 | March 31, 2025 | June 30, 2024 | |||||||||||||||||||||||||||
| ($000s except per ounce amounts) | Owner Mining | CMP | Total Segovia | Owner Mining | CMP | Total Segovia | Owner Mining | CMP | Total Segovia | ||||||||||||||||||||
| Total gold sold (ounces) | 32,685 | 21,066 | 53,751 | 26,963 | 20,427 | 47,390 | 20,183 | 23,183 | 43,366 | ||||||||||||||||||||
| Total cash costs | 34,213 | 34,169 | 68,382 | 30,268 | 29,231 | 59,499 | 24,660 | 31,682 | 56,342 | ||||||||||||||||||||
Add: royalties1 | 3,605 | 1,934 | 5,539 | 2,783 | 1,736 | 4,519 | 1,720 | 1,358 | 3,078 | ||||||||||||||||||||
Add: social programs1 | 3,366 | 1,811 | 5,177 | 2,501 | 1,560 | 4,061 | 1,185 | 935 | 2,120 | ||||||||||||||||||||
| Add: sustaining capital expenditures | 8,088 | 2,773 | 10,861 | 3,917 | 1,939 | 5,856 | 4,677 | 1,547 | 6,224 | ||||||||||||||||||||
| Add: sustaining lease payments | 423 | — | 423 | 480 | — | 480 | 364 | — | 364 | ||||||||||||||||||||
| Total AISC | 49,695 | 40,687 | 90,382 | 39,949 | 34,466 | 74,415 | 32,606 | 35,522 | 68,128 | ||||||||||||||||||||
| Total AISC ($ per oz gold sold) | $1,520 | $1,931 | $1,681 | $1,482 | $1,687 | $1,570 | $1,616 | $1,532 | $1,571 | ||||||||||||||||||||
| Six months ended | ||||||||||||||||||||
| June 30, 2025 | June 30, 2024 | |||||||||||||||||||
| ($000s except per ounce amounts) | Owner Mining | CMP | Total Segovia | Owner Mining | CMP | Total Segovia | ||||||||||||||
| Total gold sold (ounces) | 59,648 | 41,493 | 101,141 | 42,628 | 46,026 | 88,654 | ||||||||||||||
| Total cash costs | 64,481 | 63,400 | 127,881 | 51,405 | 57,560 | 108,965 | ||||||||||||||
Add: royalties1 | 6,388 | 3,670 | 10,058 | 3,397 | 2,689 | 6,086 | ||||||||||||||
Add: social programs1 | 5,868 | 3,370 | 9,238 | 2,461 | 1,948 | 4,409 | ||||||||||||||
| Add: sustaining capital expenditures | 12,005 | 4,712 | 16,717 | 9,336 | 3,384 | 12,720 | ||||||||||||||
| Add: sustaining lease payments | 903 | — | 903 | 870 | — | 870 | ||||||||||||||
| Total AISC | 89,644 | 75,153 | 164,797 | 67,469 | 65,581 | 133,050 | ||||||||||||||
| Total AISC ($ per oz gold sold) | $1,503 | $1,811 | $1,629 | $1,583 | $1,425 | $1,501 | ||||||||||||||
1.As presented in the Financial Statements and notes thereto for the respective periods
Page | 26
Management's Discussion and Analysis For the three and six months ended June 30, 2025 and 2024 (all figures are expressed in thousands of United States Dollars, unless otherwise stated) | ||
AISC margin
AISC margin is a non-GAAP financial measure calculated as the difference between gold revenue and all-in sustaining costs (AISC). This measure has no standard meaning under IFRS. AISC margin is used by management and investors to evaluate the Company's operating performance and cash generation capability from mining operations.
Reconciliation of total AISC margin at the Segovia Operations disclosed below.
| Three months ended | Six months ended | |||||||||||||||||||
| June 30, 2025 | March 31, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | ||||||||||||||||
Gold revenue ($'000s)1 | 177,551 | 135,310 | 100,302 | 312,861 | 193,691 | |||||||||||||||
| All-in sustaining costs | 90,382 | 74,415 | 68,128 | 164,797 | 133,050 | |||||||||||||||
AISC margin ($’000) | 87,169 | 60,895 | 32,174 | 148,064 | 60,641 | |||||||||||||||
AISC margin (%) | 49% | 45% | 32% | 47% | 31% | |||||||||||||||
1.As presented in the Financial Statements and notes thereto for the respective periods
| Three months ended | Trailing 12-month basis | |||||||||||||||||||
| June 30, 2025 | March 31, 2025 | December 31, 2024 | September 30, 2024 | June 30, 2025 | ||||||||||||||||
Gold revenue ($'000s)1 | 177,551 | 135,310 | 133,159 | 118,075 | 564,095 | |||||||||||||||
| All-in sustaining costs | 90,382 | 74,415 | 74,861 | 74,011 | 313,669 | |||||||||||||||
AISC margin ($’000) | 87,169 | 60,895 | 58,298 | 44,064 | 250,426 | |||||||||||||||
AISC margin (%) | 49 | % | 45 | % | 44 | % | 37 | % | 44 | % | ||||||||||
1.As presented in the Financial Statements and notes thereto for the respective periods
Additions to mineral interests, plant and equipment
The table below reconciles sustaining and Growth and expansion capital expenditures (also referred to as growth capital, expansion capital and growth and expansion investments) as disclosed in this MD&A to the additions to mining interest, plant, and equipment in the supporting notes to the Financial Statements.
| Three months ended | Six months ended | |||||||||||||||||||
| ($’000) | June 30, 2025 | March 31, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||||
| Sustaining capital | ||||||||||||||||||||
| Segovia Operations | 10,861 | 5,856 | 6,224 | 16,717 | 12,720 | |||||||||||||||
| Marmato Narrow Vein Zone | 1,426 | 733 | 782 | 2,159 | 1,606 | |||||||||||||||
| Total sustaining capital | 12,287 | 6,589 | 7,006 | 18,876 | 14,326 | |||||||||||||||
| Non-sustaining capital | ||||||||||||||||||||
| Marmato Bulk Mining Zone | 23,628 | 29,661 | 19,143 | 53,289 | 34,008 | |||||||||||||||
| Segovia Operations | 6,930 | 6,368 | 16,284 | 13,298 | 27,307 | |||||||||||||||
| Soto Norte Project and Other | 3,446 | 4,570 | 3,896 | 8,016 | 3,899 | |||||||||||||||
| Toroparu Project | 2,741 | 2,411 | 2,079 | 5,152 | 4,018 | |||||||||||||||
| Marmato Narrow Vein Zone | — | — | 1,046 | — | 3,324 | |||||||||||||||
| Total expansion and growth capital | 36,745 | 43,010 | 42,448 | 79,755 | 72,556 | |||||||||||||||
Additions to mining interest, plant and equipment1 | 49,032 | 49,599 | 49,454 | 98,631 | 86,882 | |||||||||||||||
Page | 27
Management's Discussion and Analysis For the three and six months ended June 30, 2025 and 2024 (all figures are expressed in thousands of United States Dollars, unless otherwise stated) | ||
Adjusted net earnings and adjusted net earnings per share
Adjusted net earnings and adjusted net earnings per share (basic) are a non-GAAP financial measure and non-GAAP ratios, respectively, and are common financial performance measures in the gold mining industry; however, they have no standard meaning under IFRS. Adjusted net earnings per share (basic) are calculated by dividing adjusted net earnings by the number of shares outstanding on a basic basis.
Adjusted net earnings and adjusted net earnings per share (basic) are used by management and investors to measure the underlying operating performance of the Company. Presenting these measures from period to period helps management and investors evaluate earnings trends more readily in comparison with results from prior periods.
Adjusted net earnings is defined as net income adjusted to exclude specific items that are significant but not reflective of the underlying operating performance of the Company, such as: share-based payments, change in fair value of financial instruments, foreign exchange gains and losses, income and losses from equity accounting in investees, and other non-recurring items. Adjusted net earnings per share amounts are calculated using the weighted average number of shares outstanding on a basic basis as determined under IFRS. In the table below the Company has provided the reconciliation of adjusted net earnings to the most directly comparable financial measure disclosed in the Financial Statements.
| Three months ended | Six months ended | |||||||||||||||||||
| ($000s except shares amount) | June 30, 2025 | March 31, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||||
| Basic weighted average shares outstanding | 179,836,208 | 171,622,649 | 151,474,859 | 175,752,115 | 144,928,253 | |||||||||||||||
| Net Income (loss) attributable to Owners of the Company | (16,897) | 2,368 | 5,713 | (14,529) | 4,969 | |||||||||||||||
| Add back: | ||||||||||||||||||||
Share-based compensation1 | 8,136 | 3,784 | 1,373 | 11,920 | 3,215 | |||||||||||||||
(Income) loss from equity accounting in investee1 | — | 14 | 2,301 | 14 | 2,852 | |||||||||||||||
Loss on financial instruments1 | 50,737 | 16,628 | 6,144 | 67,365 | 9,886 | |||||||||||||||
Other (income) expense1 | 1,090 | 535 | 2,681 | 1,625 | 2,681 | |||||||||||||||
Foreign exchange (gain) loss1 | 7,224 | 5,997 | (7,211) | 13,221 | (7,319) | |||||||||||||||
| Income tax effect on adjustments | (2,528) | (2,099) | 1,738 | (4,627) | 1,816 | |||||||||||||||
| Adjusted net earnings | 47,762 | 27,227 | 12,739 | 74,989 | 18,100 | |||||||||||||||
| Per share – basic ($/share) | 0.27 | 0.16 | 0.08 | 0.43 | 0.12 | |||||||||||||||
1.As presented in the Financial Statements and notes thereto for the respective periods
| Three months ended | Trailing 12-month basis | |||||||||||||||||||
| ($000s except shares amount) | June 30, 2025 | March 31, 2025 | December 31, 2024 | September 30, 2024 | June 30, 2025 | |||||||||||||||
| Basic weighted average shares outstanding | 179,836,208 | 171,622,649 | 170,900,890 | 169,873,924 | 173,047,716 | |||||||||||||||
| Net Income (loss) attributable to Owners of the Company | (16,897) | 2,368 | 21,687 | (2,074) | 5,084 | |||||||||||||||
| Add back: | ||||||||||||||||||||
Share-based compensation1 | 8,136 | 3,784 | (483) | 2,533 | 13,970 | |||||||||||||||
Revaluation of investment in Denarius1 | — | — | — | — | — | |||||||||||||||
(Income) loss from equity accounting in investee1 | — | 14 | 14 | 17 | 45 | |||||||||||||||
Loss on financial instruments1 | 50,737 | 16,628 | (6,561) | 12,842 | 73,646 | |||||||||||||||
Other (income) expense1 | 1,090 | 535 | 1,116 | (428) | 2,313 | |||||||||||||||
| Loss on redemption of 2026 Senior Notes | — | — | 11,463 | — | 11,463 | |||||||||||||||
Foreign exchange (gain) loss1 | 7,224 | 5,997 | (5,113) | 311 | 8,419 | |||||||||||||||
| Income tax effect on adjustments | (2,528) | (2,099) | 2,536 | (109) | (2,200) | |||||||||||||||
| Adjusted net earnings | 47,762 | 27,227 | 24,659 | 13,092 | 112,740 | |||||||||||||||
| Per share – basic ($/share) | 0.27 | 0.16 | 0.14 | 0.08 | 0.65 | |||||||||||||||
1.As presented in the Financial Statements and notes thereto for the respective periods
Page | 28
Management's Discussion and Analysis For the three and six months ended June 30, 2025 and 2024 (all figures are expressed in thousands of United States Dollars, unless otherwise stated) | ||
Earnings before interest, taxes, depreciation, and amortization (EBITDA) and Adjusted EBITDA
EBITDA and Adjusted EBITDA are Non-GAAP financial measures and are common financial performance measures in the gold mining industry; however, they have no standard meaning under IFRS. EBITDA represents earnings before interest (including non-cash accretion of financial obligations and lease obligations), income taxes and depreciation, depletion and amortization.
EBITDA is then adjusted to exclude specific items that are significant but not reflective of the underlying operating performance of the Company, such as: share-based payments, change in fair value of financial instruments, foreign exchange gains and losses, income and losses from equity accounting in investees, and other non-recurring items (Adjusted EBITDA). In the table below the Company has provided the reconciliation of EBITDA and adjusted EBITDA to the most directly comparable financial measure disclosed in the Annual Financial Statements.
| Three months ended | Six months ended | |||||||||||||||||||
| June 30, 2025 | March 31, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | ||||||||||||||||
Earnings before Income tax1 | 12,258 | 21,220 | 17,904 | 33,478 | 28,214 | |||||||||||||||
| Add back: | ||||||||||||||||||||
Depreciation and depletion1 | 11,929 | 10,734 | 8,082 | 22,663 | 15,601 | |||||||||||||||
Finance income1 | (3,474) | (2,336) | (1,691) | (5,810) | (3,937) | |||||||||||||||
Finance costs1 | 10,833 | 10,037 | 6,496 | 20,870 | 13,299 | |||||||||||||||
| EBITDA | 31,546 | 39,655 | 30,791 | 71,201 | 53,177 | |||||||||||||||
| Add back: | ||||||||||||||||||||
Share-based compensation1 | 8,136 | 3,784 | 1,373 | 11,920 | 3,215 | |||||||||||||||
Income from associates1 | — | 14 | 2,301 | 14 | 2,852 | |||||||||||||||
Gain (loss) on financial instruments1 | 50,737 | 16,628 | 6,144 | 67,365 | 9,886 | |||||||||||||||
Other Income (expenses)1 | 1,090 | 535 | 2,681 | 1,625 | 2,681 | |||||||||||||||
Foreign exchange (gain) loss1 | 7,224 | 5,997 | (7,211) | 13,221 | (7,319) | |||||||||||||||
| Adjusted EBITDA | 98,733 | 66,613 | 36,079 | 165,346 | 64,492 | |||||||||||||||
1.As presented in the Financial Statements and notes thereto for the respective periods
| Three months ended | Trailing 12-month basis | |||||||||||||||||||
| June 30, 2025 | March 31, 2025 | December 31, 2024 | September 30, 2024 | June 30, 2025 | ||||||||||||||||
Earnings before Income tax1 | 12,258 | 21,220 | 37,513 | 13,603 | 84,594 | |||||||||||||||
| Add back: | ||||||||||||||||||||
Depreciation and depletion1 | 11,929 | 10,734 | 9,530 | 9,019 | 41,212 | |||||||||||||||
Finance income1 | (3,474) | (2,336) | (1,606) | (1,351) | (8,767) | |||||||||||||||
Finance costs1 | 10,833 | 10,037 | 21,165 | 6,493 | 48,528 | |||||||||||||||
| EBITDA | 31,546 | 39,655 | 66,602 | 27,764 | 165,567 | |||||||||||||||
| Add back: | ||||||||||||||||||||
Share-based compensation1 | 8,136 | 3,784 | (483) | 2,533 | 13,970 | |||||||||||||||
Income from associates1 | — | 14 | 14 | 17 | 45 | |||||||||||||||
Gain (loss) on financial instruments1 | 50,737 | 16,628 | (6,561) | 12,842 | 73,646 | |||||||||||||||
Other Income (expenses)1 | 1,090 | 535 | 1,116 | (428) | 2,313 | |||||||||||||||
Foreign exchange (gain) loss1 | 7,224 | 5,997 | (5,113) | 311 | 8,419 | |||||||||||||||
| Adjusted EBITDA | 98,733 | 66,613 | 55,575 | 43,039 | 263,960 | |||||||||||||||
1.As presented in the Financial Statements and notes thereto for the respective periods
Page | 29
Management's Discussion and Analysis For the three and six months ended June 30, 2025 and 2024 (all figures are expressed in thousands of United States Dollars, unless otherwise stated) | ||
Accounting matters
Basis for preparation and accounting policies
The Company’s unaudited condensed consolidated interim financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting, using accounting policies consistent with those applied in the Company’s audited consolidated financial statements for the years ended December 31, 2024 and 2023. Details of the significant accounting policies are disclosed in note 3 of the Company’s audited consolidated financial statements.
Risks and Uncertainties
Exploration, development and mining of precious metals involves numerous inherent risks. As such, Aris Mining is subject to financial, operational and political risks that could have a significant impact on its profitability and levels of operating cash flows. Although Aris Mining assesses and minimizes these risks by applying high operating standards, including careful management and planning of its facilities, hiring qualified personnel and developing their skills through training and development programs, these risks cannot be eliminated. Readers should consider the information included or incorporated by reference in this document and the Interim Financial Statements and related notes thereto. Additionally, readers are encouraged to read and consider the risk factors which are more specifically described under the caption "Risk Factors" in the Company's AIF for the year ended December 31, 2024 dated as of March 12, 2025, which is available on www.aris-mining.com, under the Company's profile on SEDAR+ at www.sedarplus.ca and included as part of the Company's Annual Report on Form 40-F, filed with the SEC at www.sec.gov.
If any of these risks materialize into actual events or circumstances or other possible additional risks and uncertainties of which the Company is currently aware or which it considers to be material in relation to the Company's business actually occur, the Company's assets, liabilities, financial condition, results of operations (including future results of operations), business and business prospects, are likely to be adversely affected. In such circumstances, prices of the Company's securities could decline, and investors could lose all or part of their investment. In addition, such risk factors could cause actual amounts to differ from those described in the forward-looking statements related to the Company.
Disclosure Controls and Procedures and Internal Controls Over Financial Reporting
Internal controls over financial reporting
Disclosure controls and procedures have been designed to provide reasonable assurance that all material information required to be disclosed by the Company is accumulated and communicated to senior management as appropriate, and recorded, processed, summarized, and reported to allow timely decisions regarding required disclosure, including in its annual filings, interim filings, or other reports filed or submitted under securities legislation.
The Company's management, including the Chief Executive Officer and Chief Financial Officer, is responsible for establishing adequate internal controls over financial reporting.
Changes in internal controls
During the three months ended June 30, 2025, there were no changes in the Company's internal controls over financial reporting that materially affected or are reasonably likely to materially affect the Company's internal controls over financial reporting.
Limitations of controls and procedures
The Company's management, including the Chief Executive Officer and Chief Financial Officer, believe that any disclosure controls and procedures or internal controls over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The
Page | 30
Management's Discussion and Analysis For the three and six months ended June 30, 2025 and 2024 (all figures are expressed in thousands of United States Dollars, unless otherwise stated) | ||
design of any systems of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Qualified Person and Technical Information
Pamela De Mark, P.Geo., Senior Vice President Geology and Exploration of Aris Mining, is a Qualified Person as defined by National Instrument 43-101 (NI 43-101), and has reviewed and approved the technical information contained in this Management's Discussion and Analysis.
Page | 31
Management's Discussion and Analysis For the three and six months ended June 30, 2025 and 2024 (all figures are expressed in thousands of United States Dollars, unless otherwise stated) | ||
Cautionary Note Regarding Forward-looking Statements
Certain statements in this MD&A constitute forward-looking information. Often, but not always, forward-looking statements use words or phrases such as: "anticipate", "believe", "continue", "estimate", "expect", "future", "goal", "guidance", "intend", "likely", "objective", "opportunity", "plan", "possible", "potential", "probable", "project", "target" or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such forward-looking statements, include but are not limited to statements with respect to the Company’s targeted production of 500,000 ounces of gold in 2026 at Segovia and Marmato, expected gold production in 2025 and 2026, the Company's 2025 guidance, the timeline for finalization and expected benefits to be derived upon implementation of the MOU and formalization initiatives, the timing and results of the updated PSN development plan, the timing of a new preliminary economic assessment for the Toroparu Project, the expected production ramp up at the Segovia Operations, the plans, benefits, costs and timing pertaining to the construction of the Marmato Bulk Mining Zone, plans pertaining to the Soto Norte Project and the details, timing and costs thereof, plans pertaining to the Toroparu project and the details thereof, the Company’s growth phase and the requirements thereof, the Company’s ability to fund growth projects, the Company’s ability to pay its obligations associated with its financial liabilities, the Company’s anticipated business plans and strategies, financing sources, critical accounting estimates, risks and uncertainties and limitations of controls and procedures.
Forward-looking information and forward-looking statements, while based on management’s best estimates and assumptions, are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information or forward looking statements, including but not limited to: local environmental and regulatory requirements and delays in obtaining required environmental and other licenses, changes in national and local government legislation, taxation, controls, regulations and political or economic developments, uncertainties and hazards associated with gold exploration, development and mining, risks associated with tailings and water management, risks associated with operating in foreign jurisdictions, risks associated with capital cost estimates, dependence of operations on infrastructure, costs associated with the decommissioning of the Company’s properties, fluctuations in foreign exchange or interest rates and stock market volatility, operational and technical problems, the ability to maintain good relations with employees and labour unions, competition; reliance on key personnel, litigation risks, uncertainties relating to title to property and mineral resource and mineral reserve estimates, risks associated with acquisitions and integration, risks associated with the Company’s ability to meet its financial obligations as they fall due, volatility in the price of gold, or certain other commodities, risks associated with costs, supply chain disruptions, and financial risks due to changes in tariffs, trade policies, international trade disputes, or regulatory shifts, risks that actual production may be less than estimated, risks associated with servicing indebtedness, additional funding requirements, risks associated with general economic factors, risks associated with secured debt, changes in the accessibility and availability of insurance for mining operations and property, environmental, sustainability and governance practices and performance, risks associated with climate change, risks associated with the reliance on experts outside of Canada, , pandemics, epidemics and public health crises, potential conflicts of interest, uncertainties relating to the enforcement of civil liabilities outside of Canada, cyber-security risks, risks associated with operating a joint venture, volatility of the share price, the Company’s obligations as a public company; the ability to pay dividends in the future, as well as those factors discussed in the section entitled "Risk Factors" in the Company's AIF for the year ended December 31, 2024 and dated March 12, 2025 which is available on the Company’s website at www.aris-mining.com, on SEDAR+ at www.sedarplus.ca and included as part of the Company's Annual Report on Form 40-F, filed with the SEC at www.sec.gov.
Page | 32
Management's Discussion and Analysis For the three and six months ended June 30, 2025 and 2024 (all figures are expressed in thousands of United States Dollars, unless otherwise stated) | ||
Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information and forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information or statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information or statements. The Company has and continues to disclose in its Management's Discussion and Analysis and other publicly filed documents, changes to material factors or assumptions underlying the forward-looking information and forward-looking statements and to the validity of the information, in the period the changes occur. The forward-looking statements and forward-looking information are made as of the date hereof and the Company disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements or forward-looking information contained herein to reflect future results, unless so required by Canadian securities laws. Accordingly, readers should not place undue reliance on forward-looking statements and information.
This MD&A contains information that may constitute future-orientated financial information or financial outlook information (collectively, “FOFI”) about the Company’s prospective financial performance, financial position or cash flows, all of which is subject to the same assumptions, risk factors, limitations and qualifications as set forth above. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise or inaccurate and, as such, undue reliance should not be placed on FOFI. The Company’s actual results, performance and achievements could differ materially from those expressed in, or implied by, FOFI. The Company has included FOFI in order to provide readers with a more complete perspective on the Company’s future operations and management’s current expectations relating to the Company’s future performance. Readers are cautioned that such information may not be appropriate for other purposes. FOFI contained herein was made as of the date of this MD&A. Unless required by applicable laws, the Company does not undertake any obligation to publicly update or revise any FOFI statements, whether as a result of new information, future events or otherwise.
Page | 33
Condensed Consolidated Interim Financial Statements
For the three and six months ended June 30, 2025 and 2024
(expressed in thousands of United States dollars)
(Unaudited)
Condensed Consolidated Interim Statements of Financial Position (Unaudited, Expressed in thousands of US dollars) |  | ||||
| Notes | June 30, 2025 | December 31, 2024 | |||||||||
| ASSETS | |||||||||||
| Current | |||||||||||
| Cash and cash equivalents | $ | 310,164 | $ | 252,535 | |||||||
| Gold in trust | 11c | 1,938 | 1,704 | ||||||||
| Trade and other receivables | 16b | 31,188 | 47,232 | ||||||||
| Inventories | 7 | 56,545 | 45,679 | ||||||||
| Other current assets | 5,555 | 3,633 | |||||||||
| 405,390 | 350,783 | ||||||||||
| Non-current | |||||||||||
| Cash in trust | 3,294 | 3,072 | |||||||||
| Mining interests, plant and equipment | 9 | 1,772,566 | 1,627,810 | ||||||||
| Other financial assets | 8 | 12,567 | 12,624 | ||||||||
| Other long-term assets | 181 | 215 | |||||||||
| Total assets | $ | 2,193,998 | $ | 1,994,504 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current | |||||||||||
| Accounts payable and accrued liabilities | 10 | $ | 95,967 | $ | 76,249 | ||||||
| Income tax payable | 19,328 | 18,268 | |||||||||
| Current portion of long-term debt | 11 | 22,255 | 22,132 | ||||||||
| Warrant liabilities | 14c | 40,757 | 8,886 | ||||||||
| Current portion of deferred revenue | 13 | 5,443 | 4,354 | ||||||||
| Current portion of provisions | 12 | 3,179 | 2,979 | ||||||||
| Current portion of lease obligations | 1,968 | 1,650 | |||||||||
| 188,897 | 134,518 | ||||||||||
| Non-current | |||||||||||
| Long-term debt | 11 | 493,463 | 494,102 | ||||||||
| Deferred revenue | 13 | 197,143 | 194,025 | ||||||||
| Provisions | 12 | 31,080 | 28,822 | ||||||||
| Deferred income taxes | 57,003 | 55,011 | |||||||||
| Lease obligations | 2,971 | 2,689 | |||||||||
| Other long-term liabilities | 14f | 3,445 | 2,230 | ||||||||
| Total liabilities | 974,002 | 911,397 | |||||||||
| Equity | |||||||||||
| Share capital | 14a | 1,028,443 | 935,917 | ||||||||
| Share purchase warrants | 4,491 | 4,491 | |||||||||
| Contributed surplus | 204,204 | 209,469 | |||||||||
| Accumulated other comprehensive loss | (101,627) | (160,450) | |||||||||
| Deficit | (205,385) | (190,856) | |||||||||
| Equity attributable to owners of the Company | 930,126 | 798,571 | |||||||||
| Non-controlling interest | 15 | 289,870 | 284,536 | ||||||||
| Total equity | 1,219,996 | 1,083,107 | |||||||||
| Total liabilities and equity | $ | 2,193,998 | $ | 1,994,504 | |||||||
Commitments and contingencies | Note 12d,16c | ||||
| Subsequent events | Note 9, 14c | ||||
Approved by the Board of Directors and authorized for issue on August 7, 2025:
| "David Garofalo" (Signed) | Director | "Neil Woodyer" (Signed) | Director | ||||||||
See accompanying notes to the Condensed Consolidated Interim Financial Statements.
Page | 2
Condensed Consolidated Interim Statements of Income (Loss) (Unaudited, Expressed in thousands of US dollars, except share and per share amounts) | | ||||
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||
| Notes | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue | 17 | $ | 203,456 | $ | 117,185 | $ | 360,984 | $ | 224,805 | ||||||||
| Cost of sales | 18 | (93,974) | (76,994) | (176,449) | (148,327) | ||||||||||||
| Depreciation and depletion | (11,929) | (8,082) | (22,663) | (15,601) | |||||||||||||
| Social contributions | (5,562) | (2,271) | (9,896) | (5,726) | |||||||||||||
| Income from mining operations | 91,991 | 29,838 | 151,976 | 55,151 | |||||||||||||
| General and administrative costs | (5,187) | (2,053) | (9,293) | (6,260) | |||||||||||||
| Loss from investments in associates | — | (2,301) | (14) | (2,853) | |||||||||||||
| Share-based compensation | 14g | (8,136) | (1,373) | (11,920) | (3,215) | ||||||||||||
| Other income (expense) | (1,090) | (2,469) | (1,625) | (2,681) | |||||||||||||
| Income from operations | 77,578 | 21,642 | 129,124 | 40,142 | |||||||||||||
| Gain (loss) on financial instruments | 20 | (50,737) | (6,144) | (67,365) | (9,886) | ||||||||||||
| Finance income | 3,474 | 1,691 | 5,810 | 3,937 | |||||||||||||
| Finance costs | 19 | (10,833) | (6,496) | (20,870) | (13,299) | ||||||||||||
| Foreign exchange gain (loss) | (7,224) | 7,211 | (13,221) | 7,321 | |||||||||||||
| Income before income tax | 12,258 | 17,904 | 33,478 | 28,215 | |||||||||||||
| Income tax (expense) recovery | |||||||||||||||||
| Current | (31,919) | (9,941) | (50,252) | (19,310) | |||||||||||||
| Deferred | 2,720 | (2,250) | 3,043 | (3,935) | |||||||||||||
| Net income (loss) | $ | (16,941) | $ | 5,713 | $ | (13,731) | $ | 4,970 | |||||||||
| Net income (loss) attributable to: | |||||||||||||||||
| Owners of the Company | $ | (16,897) | $ | 5,713 | $ | (14,529) | $ | 4,970 | |||||||||
| Non-controlling interest | 15 | (44) | — | 798 | — | ||||||||||||
| $ | (16,941) | $ | 5,713 | $ | (13,731) | $ | 4,970 | ||||||||||
Earnings (loss) per share attributable to owners of the Company – basic | 14h | $ | (0.09) | $ | 0.04 | $ | (0.08) | $ | 0.03 | ||||||||
| Weighted average number of outstanding common shares – basic | 179,836,208 | 151,474,859 | 175,752,115 | 144,928,253 | |||||||||||||
| Earnings (loss) per share attributable to owners of the Company – diluted | 14h | $ | (0.09) | $ | 0.04 | $ | (0.08) | $ | 0.03 | ||||||||
| Weighted average number of outstanding common shares – diluted | 179,836,208 | 152,353,037 | 175,752,115 | 145,619,410 | |||||||||||||
See accompanying notes to the Condensed Consolidated Interim Financial Statements.
Page | 3
Condensed Consolidated Interim Statements of Comprehensive Income (Loss) (Unaudited, Expressed in thousands on US dollars) | | ||||
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||
| Notes | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net income (loss) | $ | (16,941) | $ | 5,713 | $ | (13,731) | $ | 4,970 | |||||||||
| Other comprehensive earnings (loss): | |||||||||||||||||
| Items that will not be reclassified to profit in subsequent periods: | |||||||||||||||||
Unrealized gain on Convertible Debentures due to change in credit risk ($nil tax effect) | 11d | — | — | — | 103 | ||||||||||||
Unrealized gain (loss) on Gold Notes due to changes in credit risk (net of tax effect) ⁽¹⁾ | 11c | (182) | 2,829 | 328 | 1,313 | ||||||||||||
| Items that may be reclassified to profit in subsequent periods: | |||||||||||||||||
Foreign currency translation adjustment (net of tax effect) | 24,768 | (48,193) | 58,495 | (50,212) | |||||||||||||
| Other comprehensive income (loss) | 24,586 | (45,364) | 58,823 | (48,796) | |||||||||||||
| Comprehensive income (loss) | $ | 7,645 | $ | (39,651) | $ | 45,092 | $ | (43,826) | |||||||||
| Comprehensive income (loss) attributable to: | |||||||||||||||||
| Owners of the Company | $ | 7,689 | $ | (39,651) | $ | 44,294 | $ | (43,826) | |||||||||
| Non-controlling interest | (44) | — | 798 | — | |||||||||||||
| $ | 7,645 | $ | (39,651) | $ | 45,092 | $ | (43,826) | ||||||||||
(1)The tax effect of the unrealized gain (loss) on Gold Notes due to changes in credit risk for the three and six months ended June 30, 2025, respectively, were a recovery of $68 and an expense $121 (June 30, 2024 - expense of $485 and expense of $485).
See accompanying notes to the Condensed Consolidated Interim Financial Statements.
Page | 4
Condensed Consolidated Interim Statements of Equity (Unaudited, Expressed in thousands of US dollars, except share and per share amounts) | | ||||
| Share Capital - common shares | Share purchase warrants | Contributed surplus | Accumulated OCI | Deficit | Equity attributable to owners of the Company | Non-controlling interest | Total equity | |||||||||||||||||||||||||
| Six Months Ended June 30, 2025 | Notes | Number | Amount | |||||||||||||||||||||||||||||
| At December 31, 2024 | 171,034,256 | $ | 935,917 | $ | 4,491 | $ | 209,469 | $ | (160,450) | $ | (190,856) | $ | 798,571 | $ | 284,536 | $ | 1,083,107 | |||||||||||||||
Exercise of options | 14d | 2,531,103 | 10,953 | — | (2,370) | — | — | 8,583 | — | 8,583 | ||||||||||||||||||||||
Exercise of warrants | 14c | 13,627,138 | 82,554 | — | — | — | — | 82,554 | — | 82,554 | ||||||||||||||||||||||
| Share issuance costs | — | (981) | — | — | — | — | (981) | — | (981) | |||||||||||||||||||||||
Share-based compensation | 14g | — | — | — | 1,641 | — | — | 1,641 | — | 1,641 | ||||||||||||||||||||||
| Non-reciprocal contributions to Soto Norte Project | — | — | — | (4,536) | — | — | (4,536) | 4,536 | — | |||||||||||||||||||||||
Comprehensive income (loss) | — | — | — | — | 58,823 | (14,529) | 44,294 | 798 | 45,092 | |||||||||||||||||||||||
| At June 30, 2025 | 187,192,497 | $ | 1,028,443 | $ | 4,491 | $ | 204,204 | $ | (101,627) | $ | (205,385) | $ | 930,126 | $ | 289,870 | $ | 1,219,996 | |||||||||||||||
Notes | Share Capital - common shares | Share purchase warrants | Contributed surplus | Accumulated OCI | Deficit | Equity attributable to owners of the Company | Non-controlling interest | Total equity | ||||||||||||||||||||||||
| Six Months Ended June 30, 2024 | ||||||||||||||||||||||||||||||||
| Number | Amount | |||||||||||||||||||||||||||||||
| At December 31, 2023 | 137,569,590 | $ | 719,806 | $ | 9,708 | $ | 181,758 | $ | (71,179) | $ | (215,438) | $ | 624,655 | $ | — | $ | 624,655 | |||||||||||||||
Exercise of options | 14d | 1,939,010 | 6,576 | — | (961) | — | — | 5,615 | — | 5,615 | ||||||||||||||||||||||
Exercise of warrants | 14c | 10,556,138 | 37,998 | (3,917) | — | — | — | 34,081 | — | 34,081 | ||||||||||||||||||||||
Share-based compensation | 14g | — | — | — | 1,079 | — | — | 1,079 | — | 1,079 | ||||||||||||||||||||||
| Conversion of convertible debenture | 3,410,526 | 11,920 | — | — | — | — | 11,920 | — | 11,920 | |||||||||||||||||||||||
| Acquisition of PSN | 6 | 15,750,000 | 151,973 | — | 28,947 | — | — | 180,920 | 283,785 | 464,705 | ||||||||||||||||||||||
Comprehensive income (loss) | — | — | — | — | (48,796) | 4,970 | (43,826) | — | (43,826) | |||||||||||||||||||||||
| At June 30, 2024 | 169,225,264 | $ | 928,273 | $ | 5,791 | $ | 210,823 | $ | (119,975) | $ | (210,468) | $ | 814,444 | $ | 283,785 | $ | 1,098,229 | |||||||||||||||
See accompanying notes to the Condensed Consolidated Interim Financial Statements.
Page | 5
Condensed Consolidated Interim Statements of Cash Flows (Unaudited, Expressed in thousands of US dollars) | | ||||
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||
| Notes | 2025 | 2024 | 2025 | 2024 | |||||||||||||
Operating Activities | |||||||||||||||||
Net income | $ | (16,941) | $ | 5,713 | $ | (13,731) | $ | 4,970 | |||||||||
Adjusted for the following items: | |||||||||||||||||
| Depreciation | 11,693 | 8,391 | 22,221 | 16,152 | |||||||||||||
Loss from investments in associates | — | 2,301 | 14 | 2,853 | |||||||||||||
| Materials and supplies inventory provision | — | (33) | — | (19) | |||||||||||||
| Share-based compensation | 14g | 8,136 | 1,373 | 11,920 | 3,215 | ||||||||||||
| Finance costs | 19 | 9,992 | 6,496 | 20,029 | 13,299 | ||||||||||||
| Loss (gain) on financial instruments | 20 | 50,737 | 6,144 | 67,365 | 9,886 | ||||||||||||
| Amortization of deferred revenue and cumulative catch-up | 13a | (1,380) | (1,019) | (2,602) | (1,973) | ||||||||||||
| Unrealized foreign exchange loss (gain) | 5,693 | (7,920) | 10,760 | (7,979) | |||||||||||||
| Income tax expense | 29,199 | 12,191 | 47,209 | 23,245 | |||||||||||||
| Other | 290 | 16 | 480 | (36) | |||||||||||||
| Payment of PSUs and DSUs | 14e,f | (697) | (1,266) | (2,221) | (2,247) | ||||||||||||
Settlement of provisions | 12 | (179) | (430) | (377) | (725) | ||||||||||||
Increase in cash in trust | (965) | (311) | (21) | (437) | |||||||||||||
Changes in non-cash operating working capital items | 21 | 28,385 | (10,759) | 14,799 | (40,671) | ||||||||||||
| Operating cash flows before taxes | 123,963 | 20,887 | 175,845 | 19,533 | |||||||||||||
Income taxes paid | (42,244) | (8,497) | (47,365) | (8,497) | |||||||||||||
Net cash provided by operating activities | 81,719 | 12,390 | 128,480 | 11,036 | |||||||||||||
Investing Activities | |||||||||||||||||
Additions to mining interests, plant and equipment | 9 | (41,518) | (41,607) | (97,051) | (75,809) | ||||||||||||
Contributions to investment in associates | — | (1,270) | — | (2,646) | |||||||||||||
| Increase in cash acquired with Soto Norte Acquisition | 6 | — | 5,251 | — | 5,251 | ||||||||||||
| Acquisition costs and project funding | 6 | — | (6,085) | — | (6,085) | ||||||||||||
Capitalized interest paid (net) | 9 | (5,802) | (3,549) | (10,833) | (6,143) | ||||||||||||
Net cash used in investing activities | (47,320) | (47,260) | (107,884) | (85,432) | |||||||||||||
Financing Activities | |||||||||||||||||
Repayment of Gold Notes | 11c | (4,063) | (3,694) | (8,004) | (7,389) | ||||||||||||
Payment of lease obligations | (598) | (574) | (1,289) | (1,228) | |||||||||||||
| Interest (paid) received | (18,000) | 34 | (18,000) | (10,563) | |||||||||||||
| Increase in gold trust account | — | — | (234) | — | |||||||||||||
| Repayment of convertible debenture | 11d | — | (1,325) | — | (1,325) | ||||||||||||
Proceeds from exercise of stock options and warrants | 57,670 | 16,827 | 62,867 | 24,498 | |||||||||||||
Net cash provided by financing activities | 35,009 | 11,268 | 35,340 | 3,993 | |||||||||||||
Impact of foreign exchange rate changes on cash and equivalents | 925 | (2,238) | 1,693 | (2,562) | |||||||||||||
| Increase (decrease) in cash and cash equivalents | 70,333 | (25,840) | 57,629 | (72,965) | |||||||||||||
Cash and cash equivalents, beginning of period | 239,831 | 147,497 | 252,535 | 194,622 | |||||||||||||
Cash and cash equivalents, end of period | $ | 310,164 | $ | 121,657 | $ | 310,164 | $ | 121,657 | |||||||||
See accompanying notes to the Condensed Consolidated Interim Financial Statements.
Page | 6
Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2025 and 2024 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
1. Nature of Operations
Aris Mining Corporation (the “Company” or “Aris Mining”), is a company incorporated under the laws of the Province of British Columbia, Canada. The address of the Company’s registered and records office is 2900 – 550 Burrard Street, Vancouver, British Columbia, V6C 0A3. The Company’s common shares are listed on the Toronto Stock Exchange (“TSX”) under the symbol “ARIS” and on the NYSE American LLC (“NYSE American”) under the symbol “ARMN”.
Aris Mining is primarily engaged in the acquisition, exploration, development and operation of gold properties in Colombia, Guyana and Canada. Aris Mining operates the Segovia Operations and Marmato Mine in Colombia. On June 28, 2024, the Company increased its interest in the Soto Norte Project, located within Colombia, from 20% to 51% (Note 6). Aris Mining also owns the Toroparu Project in Guyana and the Juby Project in Ontario, Canada.
2. Basis of Presentation
These condensed consolidated interim financial statements, as approved by the Company's Board of Directors on August 7, 2025, have been prepared in accordance with International Accounting Standards (“IAS”) 34, Interim Financial Reporting, using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). Certain disclosures required by IFRS have been condensed or omitted in the following note disclosures or are disclosed or have been disclosed on an annual basis only. Accordingly, these condensed consolidated interim financial statements should be read in conjunction with the consolidated financial statements for the years ended December 31, 2024 and 2023 (“annual financial statements”), which have been prepared in accordance with IFRS as issued by the IASB.
The financial statements have been prepared under the historical cost basis, except for certain financial assets and liabilities which are measured at fair value, and are presented in U.S. dollars. They have been prepared on a going concern basis assuming that the Company will be able to realize its assets and discharge its liabilities in the normal course of business as they come due for the foreseeable future.
3. Summary of Material Accounting Policy Information
The material accounting policies are the same as those applied in preparing the annual financial statements for the year ended December 31, 2024. These financial statements comprise the financial results of the Company and its subsidiaries.
Details regarding the Company and its principal subsidiaries as of June 30, 2025 are as follows:
| Entity | Property/ function | Registered | Functional currency (1) | Ownership Percentage | ||||||||||
| Aris Mining Corporation | Corporate | Canada | USD | 100% | ||||||||||
| Aris Mining Holdings Corp. | Corporate | Canada | USD | 100% | ||||||||||
| Aris Mining (Panama) Marmato Inc. | Corporate | Panama | USD | 100% | ||||||||||
Aris Mining Segovia | Segovia Operations | Colombia | COP | 100% | ||||||||||
Aris Mining Marmato | Marmato Mine | Colombia | COP | 100% | ||||||||||
Minerales Andinos de Occidente, S.A.S. | Marmato Zona Alta | Colombia | COP | 100% | ||||||||||
Minera Croesus S.A.S. | Marmato Zona Alta | Colombia | COP | 100% | ||||||||||
MIC Global Mining Ventures S.L. | Soto Norte Project | Spain | USD | 51% | ||||||||||
ETK Inc. | Toroparu Project | Guyana | USD | 100% | ||||||||||
(1)“USD” = U.S. dollar; “COP” = Colombian peso.
Intercompany transactions, balances and unrealized gains on transactions between group companies are eliminated. Accounting policies of subsidiaries have been aligned, where necessary, to ensure consistency with the policies adopted by the Company.
Page | 7
Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2025 and 2024 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
3. Summary of Material Accounting Policy Information (cont.)
New accounting standards issued but not effective
IFRS 18 – Presentation and Disclosure in Financial Statements
On April 9, 2024, the IASB issued IFRS 18 Presentation and Disclosure in the Financial Statements (“IFRS 18”) replacing IAS 1. IFRS 18 introduces categories and defined subtotals in the statement of profit or loss, disclosures on management-defined performance measures, and requirements to improve the aggregation and disaggregation of information in the financial statements. As a result of IFRS 18, amendments to IAS 7 Statement of Cash Flows were also issued to require that entities use the operating profit subtotal as the starting point for the indirect method of reporting cash flows from operating activities and also to remove presentation alternatives for interest and dividends paid and received. Similarly, amendments to IAS 33 Earnings per Share were issued to permit disclosure of additional earnings per share figures using any other component of the statement of profit or loss, provided the numerator is a total or subtotal defined under IFRS 18. IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, and is to be applied retrospectively, with early adoption permitted. The Company is currently assessing the impact of the standard on its financial statements.
4. Significant Accounting Judgments, Estimates and Assumptions
Judgments, estimates and assumptions are continually evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The significant judgments, estimates and assumptions made by management in applying the Company’s accounting policies are the same as those that applied to the consolidated annual financial statements for the years ended December 31, 2024 and 2023.
5. Segment Disclosures
Reportable segments are consistent with the geographic regions in which the Company’s projects are located. In determining the Company’s segment structure, the basis on which the chief operating decision maker reviews the financial and operational performance was considered and whether any of the Company’s mining operations share similar economic, operational and regulatory characteristics. The Company considers its Segovia Operations and Marmato Mine in Colombia, its Toroparu Project in Guyana, its Soto Norte Project in Colombia and its corporate functions in Canada and other corporate entities as its reportable segments.
| Segovia | Marmato | Toroparu | Soto Norte | Corporate and Other | Total | |||||||||||||||
| Three months ended June 30, 2025 | ||||||||||||||||||||
| Revenue | $ | 180,348 | $ | 23,108 | $ | — | $ | — | $ | — | $ | 203,456 | ||||||||
| Cost of sales | (76,566) | (17,408) | — | — | — | (93,974) | ||||||||||||||
| Depreciation and depletion | (10,721) | (1,052) | — | — | (156) | (11,929) | ||||||||||||||
| Social contributions | (5,181) | (381) | — | — | — | (5,562) | ||||||||||||||
| Income from mining operations | 87,880 | 4,267 | — | — | (156) | 91,991 | ||||||||||||||
| Gain (loss) on financial instruments | — | — | — | — | (50,737) | (50,737) | ||||||||||||||
| Finance costs | (501) | (63) | (4) | (860) | (9,405) | (10,833) | ||||||||||||||
| Income taxes | (27,362) | (1,767) | — | — | (70) | (29,199) | ||||||||||||||
Segment net income (loss) | 49,058 | 344 | (35) | — | (66,308) | (16,941) | ||||||||||||||
| Capital expenditures | 17,699 | 26,044 | 2,736 | 2,970 | — | 49,449 | ||||||||||||||
| Three months ended June 30, 2024 | ||||||||||||||||||||
| Revenue | $ | 103,165 | $ | 14,020 | $ | — | $ | — | $ | — | $ | 117,185 | ||||||||
| Cost of sales | (62,282) | (14,712) | — | — | — | (76,994) | ||||||||||||||
| Depreciation and depletion | (6,768) | (1,156) | — | — | (158) | (8,082) | ||||||||||||||
| Social contributions | (2,120) | (151) | — | — | — | (2,271) | ||||||||||||||
| Income from mining operations | 31,995 | (1,999) | — | — | (158) | 29,838 | ||||||||||||||
| Gain (loss) on financial instruments | — | — | — | — | (6,144) | (6,144) | ||||||||||||||
| Interest and accretion | (558) | (83) | (17) | — | (5,838) | (6,496) | ||||||||||||||
| Income taxes | (12,548) | 357 | — | — | — | (12,191) | ||||||||||||||
| Segment net income (loss) | 26,676 | (896) | 25 | (6,231) | (13,861) | 5,713 | ||||||||||||||
| Capital expenditures | 23,678 | 20,660 | 1,194 | — | 2,362 | 47,894 | ||||||||||||||
Page | 8
Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2025 and 2024 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
5. Segment Disclosures (cont.)
| Segovia | Marmato | Toroparu | Soto Norte | Corporate and Other | Total | |||||||||||||||
| Six months ended June 30, 2025 | ||||||||||||||||||||
| Revenue | $ | 318,731 | $ | 42,253 | $ | — | $ | — | $ | — | $ | 360,984 | ||||||||
| Cost of sales | (143,657) | (32,792) | — | — | — | (176,449) | ||||||||||||||
| Depreciation and depletion | (20,483) | (1,867) | — | — | (313) | (22,663) | ||||||||||||||
| Social contributions | (9,238) | (658) | — | — | — | (9,896) | ||||||||||||||
| Income from mining operations | 145,353 | 6,936 | — | — | (313) | 151,976 | ||||||||||||||
| Gain (loss) on financial instruments | — | — | — | — | (67,365) | (67,365) | ||||||||||||||
| Finance costs | (1,043) | (128) | (6) | (889) | (18,804) | (20,870) | ||||||||||||||
| Income taxes | (44,517) | (2,810) | — | — | 118 | (47,209) | ||||||||||||||
Segment net income (loss) | 74,802 | (5,704) | (51) | 1,718 | (84,496) | (13,731) | ||||||||||||||
| Capital expenditures | 30,020 | 55,933 | 5,147 | 7,531 | — | 98,631 | ||||||||||||||
| Six months ended June 30, 2024 | ||||||||||||||||||||
| Revenue | $ | 198,872 | $ | 25,933 | $ | — | $ | — | $ | — | $ | 224,805 | ||||||||
| Cost of sales | (120,231) | (28,096) | — | — | — | (148,327) | ||||||||||||||
| Depreciation and depletion | (13,522) | (1,796) | — | — | (283) | (15,601) | ||||||||||||||
| Social contributions | (4,409) | (1,317) | — | — | — | (5,726) | ||||||||||||||
| Income from mining operations | 60,710 | (5,276) | — | — | (283) | 55,151 | ||||||||||||||
| Gain (loss) on financial instruments | — | — | — | — | (9,886) | (9,886) | ||||||||||||||
| Interest and accretion | (1,209) | (128) | (44) | — | (11,918) | (13,299) | ||||||||||||||
| Income taxes | (23,900) | 655 | — | — | — | (23,245) | ||||||||||||||
| Segment net income (loss) | 43,221 | (2,834) | — | (2,811) | (32,606) | 4,970 | ||||||||||||||
| Capital expenditures | 40,150 | 38,607 | 3,630 | — | 2,586 | 84,973 | ||||||||||||||
| As at June 30, 2025 | ||||||||||||||||||||
| Total assets | $ | 370,976 | $ | 501,654 | $ | 360,781 | $ | 600,491 | $ | 360,096 | $ | 2,193,998 | ||||||||
| Total liabilities | (112,541) | (195,863) | (84,780) | (8,920) | (571,898) | (974,002) | ||||||||||||||
| As at December 31, 2024 | ||||||||||||||||||||
| Total assets | $ | 338,570 | $ | 436,730 | $ | 355,865 | $ | 592,104 | $ | 271,235 | $ | 1,994,504 | ||||||||
| Total liabilities | (98,826) | (179,178) | (84,761) | (11,416) | (537,216) | (911,397) | ||||||||||||||
6. Acquisition of Additional Interest in the Soto Norte Project
On June 28, 2024, the Company acquired an additional 31% joint venture interest in the Soto Norte Project from MDC Industry Holding Company LLC ("Mubadala"), resulting in the Company increasing its ownership interest in the Soto Norte Project to 51% and obtaining control over the Soto Norte Project.
The consideration for this acquisition was comprised of:
The consideration for this acquisition was comprised of:
•15,750,000 common shares issued to Mubadala, and
•6,000,000 common shares issuable to Mubadala upon the receipt of an environmental license for the Soto Norte Project.
The transaction has been accounted for as an asset acquisition, as it did not meet the criteria for a business combination under IFRS 3, Business Combinations. This classification reflects consideration of the concentration test and the early stage of exploration and evaluation of PSN, where significant inputs and processes that constitute a business have not yet been established. As a result, the consideration paid has been allocated to the acquired assets and assumed liabilities based on their relative fair value. Additionally, the Company has capitalized acquisition costs related to the PSN Transaction as part of the total consideration paid.
Page | 9
Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2025 and 2024 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
6. Acquisition of Additional Interest in the Soto Norte Project (cont.)
The total consideration paid was allocated based on the relative fair value of the assets and the liabilities acquired as shown below:
| Consideration paid | |||||
| 15,750,000 common shares issued and 6,000,000 contingently issuable common shares of Aris Mining (Note 14b) | $ | 180,920 | |||
| Previously held interest in the Soto Norte Project | 108,363 | ||||
| Acquisition costs and project funding ⁽¹⁾ | 6,085 | ||||
Total consideration paid | $ | 295,368 | |||
| Fair value of assets acquired and liabilities assumed | |||||
| Cash and cash equivalents | $ | 5,251 | |||
| Prepaid expenses and other receivables | 213 | ||||
| Mining interests, plant and equipment (Note 9) | 4,790 | ||||
| Exploration and evaluation assets (Note 9) | 578,110 | ||||
| Accounts payable and accrued liabilities | (2,511) | ||||
| Reclamation and rehabilitation provision (Note 12) | (1,690) | ||||
| Deferred revenue (Note 13c) | (5,010) | ||||
| Non-controlling interest | (283,785) | ||||
| Assets acquired and liabilities assumed | $ | 295,368 | |||
(1)Acquisition costs and project funding consist of legal and advisory fees associated with the transaction ($1.0 million) and funding advanced by the Company on behalf of Mubadala prior to the close of the transaction ($5.1 million).
The fair values of cash and cash equivalents, prepaid expenses and other receivables, and accounts payable and accrued liabilities (each of which is a Level 1 fair value measurement) was determined to approximate their carrying amounts. The Company retained an independent valuation specialist to assist with the determination of the fair value of the mining interests, plant and equipment, and exploration and evaluation assets acquired, with consideration given to both market and income-based valuation methodologies (a Level 3 fair value measurement). The Company estimated the fair value of the Soto Norte Project using a market multiples approach based on comparable public companies that operate in similar jurisdictions and precedent transactions. The fair value of the reclamation and rehabilitation provision was determined using the estimated inflated undiscounted costs to be incurred with respect to remediation of current disturbances and reclamation activities related to the existing infrastructure of the Soto Norte Project. The streaming obligation has been recognized at fair value using a discounted cash flow model using discount rates that reflect the risks inherent in the expected future cash flows at the acquisition date.
Prior to June 28, 2024, the Soto Norte Project was accounted for as an investment in associate under the equity method, as the Company had significant influence over the Soto Norte Project. Subsequent to the acquisition of the additional 31% interest in the Soto Norte Project, the Company obtained control and began consolidating the Soto Norte Project. As a result, the Company ceased equity accounting for its investment and its previously-held interest was reclassified to form part of the consideration paid for the acquisition.
The following table summarizes the change in the carrying amount of the Company’s investment in Soto Norte:
| Amount | |||||
| Investment in associate as of December 31, 2023 | $ | 108,527 | |||
| Company’s share of the loss from the associate | (2,811) | ||||
| Cash contributions to Soto Norte | 2,647 | ||||
| Reclassification of investment | (108,363) | ||||
| Investment in associate as of December 31, 2024 | $ | — | |||
Summarized financial information for the Soto Norte Project during the period in which the Company exercised significant influence, on a 100% basis and reflecting adjustments made by the Company, including fair value adjustments made at the time of acquisition and adjustments for differences in accounting policies, is as follows:
| Three months ended June 30, | Six months ended June 30, | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||
| Project expenses | $ | — | $ | (7,067) | $ | — | $ | (13,022) | ||||||
| Net loss and comprehensive loss of associate | $ | — | $ | (11,402) | $ | — | $ | (14,054) | ||||||
Company’s equity share of the net loss and comprehensive loss of associate – 20% | $ | — | $ | (2,280) | $ | — | $ | (2,811) | ||||||
Page | 10
Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2025 and 2024 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
7. Inventories
| June 30, 2025 | December 31, 2024 | |||||||
| Finished goods | $ | 7,868 | $ | 9,295 | ||||
| Metal in circuit | 1,236 | 573 | ||||||
| Ore stockpiles | 3,333 | 2,563 | ||||||
| Materials and supplies | 44,108 | 33,248 | ||||||
| Total | $ | 56,545 | $ | 45,679 | ||||
During the three and six months ended June 30, 2025, the total cost of inventories recognized in the consolidated statements of income (loss) amounted to $86.4 million and $162.5 million, respectively (2024 - $72.8 million and $140.0 million). As at June 30, 2025, materials and supplies are recorded net of an obsolescence provision of $3.6 million (December 31, 2024 - $3.8 million).
8. Other Financial Assets
On October 31, 2023, the Company subscribed for C$5.0 million of Denarius Convertible Debentures ("Denarius Debenture"). The Denarius Debenture is due, in cash, on October 19, 2028 and may be converted into common shares of Denarius at a conversion price of C$0.45 per share. The Denarius Debenture pays interest monthly at a rate of 12.0% per annum and also pays quarterly in cash an amount equal to the Gold Premium (as defined below) multiplied by the principal amount of the Denarius Debenture. The Gold Premium is calculated as the percentage equal to (i) 25% of the amount, if any, by which the London P.M. Fix exceeds $1,800 per ounce, divided by (ii) $1,800.
During the year ended December 31, 2024, Denarius delayed the commencement of the Gold Premium payment by one year and extended the maturity date by one year to October 19, 2029. As consideration, the Company received a consent fee equal to two percent, which was satisfied through the issuance of additional debentures. As a result, the total aggregate principal amount of the Denarius Convertible Debenture as at December 31, 2024 was C$5.1 million.
During the six months ended June 30, 2025, Denarius amended the Convertible Debentures to allow it to issue common shares to satisfy the monthly interest payments from June 30, 2025 to May 31, 2026 (inclusive) and the Gold Premium payments payable on each of January 31, 2026 and April 30, 2026. As consideration, the Company received a consent fee equal to two percent of the principal amount of C$5.1 million, which was satisfied through the issuance of additional debentures. As a result, the total aggregate principal amount of the Denarius Convertible Debenture as at June 30, 2025 is C$5.2 million.
The Company also owns common shares and warrants in Denarius, together with the Convertible Debentures (collectively "investment in Denarius"). The Company’s investment in Denarius is carried at $12.6 million at June 30, 2025. During the three and six months ended June 30, 2025, the Company recognized a gain of $0.2 million and a loss of $0.1 million, respectively, in gain (loss) on financial instruments related to the change in fair value of the investment in the period (three and six months ended June 30, 2024 - loss of $1.5 million and a gain of $1.6 million, respectively).
| Common shares | Warrants | Convertible Debenture | Total | |||||||||||
| Other financial asset as at December 31, 2023 | $ | 3,996 | $ | 249 | $ | 5,511 | $ | 9,756 | ||||||
| Change in fair value | 895 | (98) | 2,071 | 2,868 | ||||||||||
| Other financial asset as at December 31, 2024 | $ | 4,891 | $ | 151 | $ | 7,582 | $ | 12,624 | ||||||
| Issuance of additional Denarius Debenture | — | — | 102 | 102 | ||||||||||
| Change in fair value | (1,295) | (73) | 1,209 | (159) | ||||||||||
| Other financial asset as at June 30, 2025 | $ | 3,596 | $ | 78 | $ | 8,893 | $ | 12,567 | ||||||
Page | 11
Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2025 and 2024 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
9. Mining Interest, Plant & Equipment
| Plant and equipment ⁽¹⁾ | Construction in progress | Depletable mineral properties | Non-depletable development projects | Exploration ⁽²⁾ projects | Total | |||||||||||||||
| Cost | ||||||||||||||||||||
| Balance at December 31, 2024 | $ | 191,751 | $ | 67,294 | $ | 425,896 | $ | 287,446 | $ | 1,122,495 | $ | 2,094,882 | ||||||||
| Additions | 8,395 | 9,230 | 33,892 | 35,761 | 11,353 | 98,631 | ||||||||||||||
| Disposals | (1,864) | — | — | — | — | (1,864) | ||||||||||||||
| Transfers | 14,130 | (14,130) | 9,818 | — | (9,818) | — | ||||||||||||||
| Change in decommissioning liability (Note 12) | — | — | (788) | — | 137 | (651) | ||||||||||||||
| Capitalized interest and accretion | — | — | — | 17,643 | — | 17,643 | ||||||||||||||
| Exchange difference | 12,537 | 5,422 | 42,097 | 14,659 | 1,448 | 76,163 | ||||||||||||||
| Balance at June 30, 2025 | $ | 224,949 | $ | 67,816 | $ | 510,915 | $ | 355,509 | $ | 1,125,615 | $ | 2,284,804 | ||||||||
| Accumulated Depreciation and Impairment Charges | ||||||||||||||||||||
| Balance at December 31, 2024 | $ | (92,966) | $ | — | $ | (194,630) | $ | — | $ | (179,476) | $ | (467,072) | ||||||||
| Depreciation | (8,818) | — | (13,403) | — | — | (22,221) | ||||||||||||||
| Disposals | 1,403 | — | — | — | — | 1,403 | ||||||||||||||
| Exchange difference | (8,160) | — | (16,188) | — | — | (24,348) | ||||||||||||||
| Balance at June 30, 2025 | $ | (108,541) | $ | — | $ | (224,221) | $ | — | $ | (179,476) | $ | (512,238) | ||||||||
| Net book value at December 31, 2024 | $ | 98,785 | $ | 67,294 | $ | 231,266 | $ | 287,446 | $ | 943,019 | $ | 1,627,810 | ||||||||
| Net book value at June 30, 2025 | $ | 116,408 | $ | 67,816 | $ | 286,694 | $ | 355,509 | $ | 946,139 | $ | 1,772,566 | ||||||||
| Plant and equipment ⁽¹⁾ | Construction in progress | Depletable mineral properties | Non-depletable development projects | Exploration projects | Total | |||||||||||||||
| Cost | ||||||||||||||||||||
| Balance at December 31, 2023 | $ | 189,414 | $ | 64,342 | $ | 427,287 | $ | 216,723 | $ | 521,200 | $ | 1,418,966 | ||||||||
| Additions | 13,534 | 40,087 | 49,434 | 66,696 | 25,680 | 195,431 | ||||||||||||||
| Acquisition of PSN (Note 6) | 4,790 | — | — | — | 578,110 | 582,900 | ||||||||||||||
| Disposals | (3,973) | (334) | — | — | — | (4,307) | ||||||||||||||
| Transfers | 9,142 | (26,577) | 17,435 | — | — | — | ||||||||||||||
| Change in decommissioning liability (Note 12) | — | — | 763 | — | (517) | 246 | ||||||||||||||
| Capitalized interest | — | — | — | 22,577 | — | 22,577 | ||||||||||||||
| Exchange difference | (21,156) | (10,224) | (69,023) | (18,550) | (1,978) | (120,931) | ||||||||||||||
| Balance at December 31, 2024 | $ | 191,751 | $ | 67,294 | $ | 425,896 | $ | 287,446 | $ | 1,122,495 | $ | 2,094,882 | ||||||||
| Accumulated Depreciation and Impairment Charges | ||||||||||||||||||||
| Balance at December 31, 2023 | $ | (91,854) | $ | — | $ | (204,183) | $ | — | $ | (179,476) | $ | (475,513) | ||||||||
| Depreciation | (16,513) | — | (18,291) | — | — | (34,804) | ||||||||||||||
| Disposals | 1,684 | — | — | — | — | 1,684 | ||||||||||||||
| Exchange difference | 13,717 | — | 27,844 | — | — | 41,561 | ||||||||||||||
| Balance at December 31, 2024 | $ | (92,966) | $ | — | $ | (194,630) | $ | — | $ | (179,476) | $ | (467,072) | ||||||||
| Net book value at December 31, 2023 | $ | 97,560 | $ | 64,342 | $ | 223,104 | $ | 216,723 | $ | 341,724 | $ | 943,453 | ||||||||
| Net book value at December 31, 2024 | $ | 98,785 | $ | 67,294 | $ | 231,266 | $ | 287,446 | $ | 943,019 | $ | 1,627,810 | ||||||||
(1)Plant and equipment as of June 30, 2025 include Right of Use Assets with a net book value of $5.0 million (December 31, 2024 - $5.1 million).
(2)Subsequent to June 30, 2025, the Company announced the signing of a definitive asset purchase agreement for the sale of the Juby Project to McFarlane Lake Mining Limited ("McFarlane") for deemed consideration of $22.0 million, which is comprised of $10.0 million in cash and common shares of McFarlane up to a maximum of 19.9% of McFarlane's post-financing share capital. Completion of the transaction is conditional on McFarlane raising at least $10.0 million in gross proceeds from a concurrent financing and other customary closing conditions.
Page | 12
Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2025 and 2024 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
9. Mining Interest, Plant & Equipment (cont.)
The capitalized interest is broken down as follows:
| June 30, 2025 | December 31, 2024 | |||||||
| Capitalized Interest - Gold Notes (Note 11c) | $ | 11,001 | $ | 13,863 | ||||
| Capitalized Interest - Deferred Revenue (Note 13a) | 6,810 | 8,738 | ||||||
| Capitalized Interest - Other | (168) | (24) | ||||||
| Total | $ | 17,643 | $ | 22,577 | ||||
10. Accounts Payable and Accrued Liabilities
| June 30, 2025 | December 31, 2024 | |||||||
| Trade payables related to operating, general and administrative expenses | $ | 67,492 | $ | 53,901 | ||||
| Trade payables related to capital expenditures | 14,660 | 15,796 | ||||||
| Other provisions | 3,761 | 3,338 | ||||||
| DSU and PSU liability (Note 14e,f) | 10,054 | 3,214 | ||||||
| Total | $ | 95,967 | $ | 76,249 | ||||
11. Long-term Debt
| June 30, 2025 | December 31, 2024 | |||||||
| 2026 Senior Notes (a) | $ | — | $ | — | ||||
| 2029 Senior Notes (b) | 445,839 | 449,289 | ||||||
| Gold Notes (c) | 69,879 | 66,945 | ||||||
| Convertible debentures (d) | — | — | ||||||
| Total | 515,718 | 516,234 | ||||||
| Less: current portion | (22,255) | (22,132) | ||||||
| Non-current portion | $ | 493,463 | $ | 494,102 | ||||
a)Senior Unsecured Notes due 2026 (“2026 Senior Notes”)
The key terms of the 2026 Senior Notes are summarized in the annual financial statements.
| Amount | |||||
| Carrying value of the debt as at December 31, 2023 | $ | 300,608 | |||
| Interest expense accrued | 18,276 | ||||
| Interest expense paid | (26,411) | ||||
| Accretion of discount (Note 19) | 2,010 | ||||
| Loss on settlement | 11,463 | ||||
| Redemption of debt | (305,946) | ||||
| As at December 31, 2024 | $ | — | |||
Page | 13
Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2025 and 2024 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
11. Long-term Debt (cont.)
b)Senior Unsecured Notes due 2029 (“2029 Senior Notes”)
The key terms of the 2029 Senior Notes are summarized in the annual financial statements.
| Amount | |||||
| Principal amount of Senior Notes issued on October 31, 2024 | $ | 450,000 | |||
| Initial transaction costs | (8,706) | ||||
| Value allocated to prepayment option | 5,335 | ||||
| Carrying value of the debt on issue date | $ | 446,629 | |||
| Interest expense accrued | 6,000 | ||||
| Accretion (Note 19) | 235 | ||||
| Carrying value of debt as at December 31, 2024 | $ | 452,864 | |||
| Interest expense accrued | 18,000 | ||||
| Interest expense paid | (18,000) | ||||
| Accretion (Note 19) | 725 | ||||
| Carrying value of debt as at June 30, 2025 | $ | 453,589 | |||
| Embedded derivative asset | |||||
| Value allocated to prepayment option at the issue date | $ | 5,335 | |||
| Change in FVTPL (Note 20) | (1,760) | ||||
| Carrying value of embedded derivative asset as at December 31, 2024 | $ | 3,575 | |||
| Change in FVTPL (Note 20) | 4,175 | ||||
| Carrying value of embedded derivative asset as at June 30, 2025 | $ | 7,750 | |||
| Total carrying value of the Senior Notes 2029 as at June 30, 2025 | 445,839 | ||||
| Less: Current portion, represented by accrued interest | (6,000) | ||||
| Non-current portion as at June 30, 2025 | $ | 439,839 | |||
c)Gold Notes
The key terms of the Gold Notes are summarized in the annual financial statements. The principal value of the Gold Notes as at June 30, 2025 was $35.8 million. The fair value of the Gold Notes was calculated using valuation pricing models as at June 30, 2025. Significant inputs used in the valuation model include a credit spread, risk free rates, gold prices, implied volatility of gold prices and recent trading history.
| Number of Gold Notes | Amount | |||||||
| Balance of Gold Notes as at December 31, 2023 | 58,617,464 | $ | 63,310 | |||||
| Repayments | (14,777,512) | (14,778) | ||||||
| Change in fair value through profit and loss (Note 20) | — | 20,275 | ||||||
| Change in fair value through other comprehensive income due to changes in credit risk | — | (1,862) | ||||||
| Balance of Gold Notes as at December 31, 2024 | 43,839,952 | 66,945 | ||||||
| Repayments | (8,004,486) | (8,004) | ||||||
| Change in fair value through profit and loss (Note 20) | — | 11,387 | ||||||
| Change in fair value through other comprehensive income due to changes in credit risk | — | (449) | ||||||
| Balance of Gold Notes as at June 30, 2025 | 35,835,466 | 69,879 | ||||||
| Less: current portion | (16,255,263) | (16,255) | ||||||
| Non-current portion as at June 30, 2025 | 19,580,203 | $ | 53,624 | |||||
Page | 14
Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2025 and 2024 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
11. Long-term Debt (cont.)
Payments made to Gold Note holders are as follows:
| Three months ended June 30, | Six months ended June 30, | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||
| Repayments | $ | 4,064 | $ | 3,694 | $ | 8,004 | $ | 7,389 | ||||||
| Gold premiums | 5,199 | 2,527 | 9,481 | 4,121 | ||||||||||
| Interest payment | 723 | 687 | 1,520 | 2,083 | ||||||||||
As at June 30, 2025, there were 968 ounces (December 31, 2024 - 880 ounces) of gold held in gold in trust with a carrying value of $1.9 million (December 31, 2024 - $1.7 million) to satisfy future principal payments under the terms of the Gold Notes.
d)Convertible Debentures
The convertible debentures matured on April 5, 2024. Of the C$18.0 million total, C$16.2 million in principal value was converted into 3,410,526 common shares, while the remaining C$1.8 million was paid in cash.
| Number of Debentures | Amount | |||||||
| As at December 31, 2023 | 18,000 | $ | 13,913 | |||||
| Change in fair value through profit and loss (Note 20) | — | (565) | ||||||
| Change in FVOCI due to changes in credit risk | — | (103) | ||||||
| Conversion of convertible debenture | (16,200) | (11,920) | ||||||
| Repayment of convertible debenture | (1,800) | (1,325) | ||||||
| As at December 31, 2024 | — | $ | — | |||||
Prior to their maturity, the convertible debentures were a financial liability and were designated as FVTPL. The fair value of the convertible debentures has been determined using the binomial pricing model and Level 2 fair value inputs that capture all the features of the convertible debentures, share price volatility of 42.28%, risk free interest rate of 5.10%, dividend yield of 0%, and credit spread of 12.19%.
12. Provisions
A summary of changes to the provisions is as follows:
| Reclamation and rehabilitation ⁽ᵃ⁾ | Environmental fees ⁽ᵇ⁾ | Health plan obligations ⁽ᶜ⁾ | Total | |||||||||||
| As at December 31, 2024 | $ | 16,152 | $ | 4,796 | $ | 10,853 | $ | 31,801 | ||||||
| Change in assumptions | (651) | 18 | — | (633) | ||||||||||
| Settlement of provisions | (31) | — | (346) | (377) | ||||||||||
Accretion expense (Note 19) | 496 | — | 494 | 990 | ||||||||||
| Exchange difference | 1,161 | 401 | 916 | 2,478 | ||||||||||
| As at June 30, 2025 | $ | 17,127 | $ | 5,215 | $ | 11,917 | $ | 34,259 | ||||||
| Less: current portion | (2,470) | (31) | (678) | (3,179) | ||||||||||
| Non-current portion | $ | 14,657 | $ | 5,184 | $ | 11,239 | $ | 31,080 | ||||||
| As at December 31, 2023 | $ | 15,984 | $ | 5,480 | $ | 11,864 | $ | 33,328 | ||||||
| Recognized in period | 1,690 | — | — | 1,690 | ||||||||||
| Change in assumptions | 226 | 61 | 204 | 491 | ||||||||||
| Settlement of provisions | (599) | (44) | (702) | (1,345) | ||||||||||
Accretion expense (Note 19) | 957 | 43 | 1,171 | 2,171 | ||||||||||
| Exchange difference | (2,106) | (744) | (1,684) | (4,534) | ||||||||||
| As at December 31, 2024 | $ | 16,152 | $ | 4,796 | $ | 10,853 | $ | 31,801 | ||||||
| Less: current portion | (2,325) | (28) | (626) | (2,979) | ||||||||||
| Non-current portion | $ | 13,827 | $ | 4,768 | $ | 10,227 | $ | 28,822 | ||||||
Page | 15
Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2025 and 2024 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
12. Provisions (cont.)
a)Reclamation and rehabilitation provision
As of June 30, 2025, the Company estimated the inflated undiscounted costs to be incurred with respect to future mine closure and reclamation activities related to the existing mining operation as follows:
| June 30, 2025 | December 31, 2024 | |||||||||||||
| USD | COP | USD | COP | |||||||||||
| (expressed in millions) | (expressed in millions) | (expressed in millions) | (expressed in millions) | |||||||||||
| Marmato | $ | 11.2 | 45,800 | $ | 10.4 | 45,700 | ||||||||
| Segovia | 21.7 | 88,400 | 20.0 | 88,300 | ||||||||||
| PSN | 9.7 | 39,300 | 9.1 | 40,100 | ||||||||||
The following table summarizes the assumptions used to determine the decommissioning provision:
| Expected date of expenditures | Inflation rate | Pre-tax risk-free rate | |||||||||
| Marmato Mine | 2025-2042 | 2.83 | % | 12.11 | % | ||||||
| Segovia Operations | 2025-2034 | 3.50 | % | 11.26 | % | ||||||
| PSN | 2025-2068 | 3.12 | % | 11.17 | % | ||||||
b)Environmental fees
The Company’s mining and exploration activities are subject to Colombian laws and regulations governing the protection of the environment. Colombian regulations provide for fees applicable to entities discharging effluents to river basins. The local environmental authority in Segovia has issued two resolutions assessing COP 35.8 billion ($8.8 million), which the Company is disputing. The Company has a provision related to the present value of its best estimate of the potential liability for these fees:
| June 30, 2025 | December 31, 2024 | |||||||||||||
| USD | COP | USD | COP | |||||||||||
| (expressed in millions) | (expressed in millions) | (expressed in millions) | (expressed in millions) | |||||||||||
| Environmental fees potential liability | $ | 4.9 | 20,000 | $ | 4.8 | 21,100 | ||||||||
c)Health plan obligations
The health plan obligation of COP 48.5 billion (approximately $11.9 million) is based on an actuarial report prepared as at December 31, 2024 with an inflation rate of 4.8% and a discount rate of 9.0%. The Company is currently paying approximately COP 0.7 billion (approximately less than $0.2 million) monthly to fund the obligatory health plan contributions. At June 30, 2025, non-current cash in trust includes approximately $0.9 million deposited in a restricted cash account as security against this obligation (December 31, 2024 - $0.8 million).
d)Claims
In the ordinary course of business, the Company is involved in and potentially subject to legal actions and proceedings. The Company records provisions for such claims when considered material and an outflow of resources is considered probable.
The Company is subject to tax audits from various tax authorities on an ongoing basis. As a result, from time to time, tax authorities may disagree with the positions and conclusions taken by the Company in its tax filings or legislation could be amended or interpretations of current legislation could change, and any of these events could lead to reassessments. The Company records provisions for such claims when it determines it is not probable that the taxation authority will accept its filing position.
No such provisions have been recorded by the Company.
Page | 16
Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2025 and 2024 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
13. Deferred Revenue
| June 30, 2025 | December 31, 2024 | |||||||
| Marmato (a) | $ | 113,576 | $ | 109,369 | ||||
| Toroparu (b) | 84,000 | 84,000 | ||||||
| PSN (c) | 5,010 | 5,010 | ||||||
| Total | $ | 202,586 | $ | 198,379 | ||||
| Less: current portion | (5,443) | (4,354) | ||||||
| Non-current portion | $ | 197,143 | $ | 194,025 | ||||
a)Marmato
As part of the acquisition of Aris Holdings on September 26, 2022, the Company acquired the deferred revenue obligation associated with Aris Holdings' Precious Metals Purchase Agreement (the “Marmato PMPA”) with Wheaton Precious Metals International Ltd. ("WPMI"). Under the arrangement, WPMI will provide aggregate funding amount to $175.0 million, of which $93.0 million had been received, with the balance ($82.0 million) receivable during the construction and development of the Marmato Bulk Mining Zone.
The contract will be settled by Marmato delivering precious metal credits to WPMI. The Company recognizes amounts in revenue as gold and silver are delivered under the Marmato PMPA. Each period management estimates the cumulative amount of the deferred revenue obligation that has been satisfied and, therefore, recognised as revenue. Accretion is capitalized to the Marmato Bulk Mining Zone (Note 9). The following are the key inputs for the Marmato PMPA contract as of June 30, 2025:
| Key inputs in the estimate | June 30, 2025 | December 31, 2024 | ||||||
| Financing rate | 12.50 | % | 12.50 | % | ||||
| Gold price | $2,400 - $3,085 | $2,148 - $2,576 | ||||||
| Silver price | $28.19 - $33.47 | $27.29 - $31.41 | ||||||
| Remaining construction milestone timelines | 2025-2026 | 2025 | ||||||
| Life of Mine | 2040 | 2042 | ||||||
A summary of changes to the deferred revenue balance is as follows:
| Total | |||||
| As at December 31, 2023 | $ | 64,546 | |||
| Receipt of deposit from WPMI | 40,016 | ||||
| Recognition of revenue on ounces delivered | (3,710) | ||||
| Cumulative catch-up adjustment | (222) | ||||
| Accretion (Note 9) | 8,738 | ||||
| As at December 31, 2024 | $ | 109,368 | |||
| Recognition of revenue on ounces delivered | (2,153) | ||||
| Cumulative catch-up adjustment | (449) | ||||
| Accretion (Note 9) | 6,810 | ||||
| As at June 30, 2025 | $ | 113,576 | |||
| Less: current portion | (5,443) | ||||
| Non-current portion as at June 30, 2025 | $ | 108,133 | |||
b)Toroparu
The Company is also party to a Precious Metals Purchase Agreement (“Toroparu PMPA”) with WPMI. The key terms of the Toroparu PMPA are summarized in the annual financial statements. The Company recorded deferred revenue of $84.0 million, all non-current which represents the estimated future cash flows attributable to expected future gold and silver deliveries to WPMI.
c)PSN
As part of the PSN Transaction, Mubadala is also a party to a Precious Metals Purchase Agreement ("PSN PMPA") with MIC Global Mining Ventures S.L.U. ("Joint Venture"). The key terms of the PSN PMPA are summarized in the annual financial statements. The Company recorded deferred revenue of $5.0 million, all non-current which represents the estimated future cash flows attributable to expected future gold and silver delivers to WPMI.
Page | 17
Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2025 and 2024 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
14. Share Capital
a)Authorized
Unlimited number of common shares with no par value.
b)Issued and fully paid
The movement in the Company's issued and outstanding capital during the periods is summarized in the consolidated statements of changes in equity.
As described in Note 6, in connection with the Company’s acquisition of control over PSN, the Company is required to issue 6,000,000 common shares to Mubadala upon the receipt of an environmental license for PSN. The value ascribed to the 6,000,000 contingently issuable common shares was $28.9 million, which was recognized in contributed surplus.
c)Share Purchase Warrants – liability classified
The following table summarizes the change in the number of issued and outstanding share purchase warrants and the associated warrant liabilities during the period ended June 30, 2025:
| Units | Amount | |||||||
ARIS.WT.B Listed Warrants – exercise price C$2.21, exercisable until Apr 30, 2024 | ||||||||
| As at December 31, 2023 | 9,301,152 | $ | 15,072 | |||||
| Exercised | (8,546,249) | (15,200) | ||||||
Fair value adjustment (Note 20) | — | 128 | ||||||
| Expired | (754,903) | — | ||||||
| Balance at December 31, 2024 | — | $ | — | |||||
Aris Unlisted Warrants (¹) – exercise price C$6.00, exercisable until Dec 19, 2024 | ||||||||
| Balance at December 31, 2023 | 1,650,000 | 553 | ||||||
Exercised | (203,750) | (87) | ||||||
Fair value adjustment (Note 20) | — | 209 | ||||||
| Expired | (1,446,250) | (675) | ||||||
| Balance at December 31, 2024 | — | $ | — | |||||
ARIS.WT.A Listed Warrants (¹) – exercise price C$5.50, exercisable until Jul 29, 2025 | ||||||||
| Balance at December 31, 2023 | 29,059,377 | 10,981 | ||||||
| Exercised | (2,700) | (2) | ||||||
| Fair value adjustment (Note 20) | — | (2,093) | ||||||
| Balance at December 31, 2024 | 29,056,677 | $ | 8,886 | |||||
| Exercised | (13,627,138) | (28,224) | ||||||
Fair value adjustment (Note 20) | — | 60,095 | ||||||
| Balance at June 30, 2025 ⁽²⁾ | 15,429,539 | $ | 40,757 | |||||
| Total share purchase warrant liability at December 31, 2024 | 29,056,677 | $ | 8,886 | |||||
| Total share purchase warrant liability at June 30, 2025 | 15,429,539 | $ | 40,757 | |||||
(1)Number of replacement ARIS.WT.A Listed Warrants and exercise price have been adjusted by the share Exchange Ratio of 0.5.
(2)Subsequent to June 30, 2025, 15.1 million ARIS.WT.A Listed Warrants (adjusted for the share Exchange Ratio of 0.5) were exercised, generating proceeds of C$82.8 million and resulting in the issuance of 15.1 million Aris Mining common shares. 0.4 million of ARIS.WT.A Listed Warrants were expired and unexercised.
Page | 18
Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2025 and 2024 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
14. Share Capital (cont.)
d)Stock option plan
The Company has a rolling Stock Option Plan (the “Option Plan”) in compliance with the TSX policies for granting stock options. Under the Option Plan, the maximum number of common shares reserved for issuance may not exceed 10% of the total number of issued and outstanding common shares and, to any one option holder, may not exceed 5% of the issued common shares on a yearly basis. The exercise price of each stock option will not be less than the market price of the Company’s stock at the date of grant. Each stock option vesting period and expiry is determined on a grant-by-grant basis. A summary of the change in the stock options outstanding during the periods ended June 30, 2025 and December 31, 2024 is as follows:
| Options outstanding | Weighted average exercise price (C$) | |||||||
| Balance at December 31, 2023 | 7,281,120 | $ | 4.57 | |||||
| Options granted | 2,875,700 | 4.22 | ||||||
Exercised (1) | (2,779,903) | 4.03 | ||||||
| Expired or cancelled | (821,318) | 5.39 | ||||||
| Balance at December 31, 2024 | 6,555,599 | $ | 4.55 | |||||
| Options granted | 2,367,575 | 5.36 | ||||||
Exercised (1) | (2,531,103) | 4.78 | ||||||
| Expired or cancelled | (289,354) | 4.45 | ||||||
| Balance at June 30, 2025 | 6,102,717 | $ | 4.75 | |||||
(1)The weighted average share price at the date stock options were exercised was C$6.80 for the period ended June 30, 2025 and C$5.47 for the periods ended December 31, 2024.
A summary of the inputs used in the determination of the fair values of the stock options granted in the periods ended June 30, 2025 and December 31, 2024, using the Black-Scholes option pricing model, is as follows:
| 31-Jan-2024 | 1-Jul-2024 | 14-Nov-2024 | 21-Jan-2025 | 17-Mar-2025 | 1-Apr-2025 | |||||||||||||||||||||||||||||||||
| Total options issued | 2,525,561 | 343,443 | 6,696 | 2,232,563 | 114,290 | 20,722 | ||||||||||||||||||||||||||||||||
| Market price of shares at grant date | C$4.09 | C$5.17 | C$5.59 | C$5.30 | C$6.34 | C$6.65 | ||||||||||||||||||||||||||||||||
| Exercise price | C$4.09 | C$5.17 | C$5.59 | C$5.30 | C$6.34 | C$6.65 | ||||||||||||||||||||||||||||||||
| Dividends expected | Nil | Nil | Nil | Nil | Nil | Nil | ||||||||||||||||||||||||||||||||
| Expected volatility | 44.42 | % | 45.75 | % | 47.36 | % | 47.53 | % | 47.82 | % | 47.53 | % | ||||||||||||||||||||||||||
| Risk-free interest rate | 3.82% | 3.83% | 3.14 | % | 2.91% | 2.57% | 2.47% | |||||||||||||||||||||||||||||||
| Expected life of options | 3.0 years | 3.0 years | 3.0 years | 3.0 years | 3.0 years | 3.0 years | ||||||||||||||||||||||||||||||||
| Vesting terms | 2 years | (1) | 2 years | (1) | 2 years | (1) | 2 years | (1) | 2 years | (1) | 2 years | (1) | ||||||||||||||||||||||||||
(1)50% of the options vest one year after issue date, the remaining 50% vest two years after issue date.
The table below summarizes information about the stock options outstanding and the common shares issuable as at June 30, 2025:
| Expiry date | Outstanding | Vested stock options | Remaining contractual life in years | Exercise price (C$/share) | ||||||||||
| 12-Jan-26 | 851,859 | 851,859 | 0.54 | 4.03 | ||||||||||
| 01-Apr-26 | 297,000 | 297,000 | 0.75 | 6.04 | ||||||||||
| 02-Oct-26 | 60,152 | 30,076 | 1.26 | 3.09 | ||||||||||
| 26-Jan-27 | 75,000 | 75,000 | 1.58 | 5.45 | ||||||||||
| 31-Jan-27 | 2,085,259 | 992,504 | 1.59 | 4.09 | ||||||||||
| 01-Apr-27 | 272,000 | 272,000 | 1.75 | 5.84 | ||||||||||
| 01-Jul-27 | 181,823 | — | 2.00 | 5.17 | ||||||||||
| 14-Nov-27 | 6,696 | — | 2.37 | 5.59 | ||||||||||
| 21-Jan-28 | 2,137,916 | 59,915 | 2.56 | 5.30 | ||||||||||
| 17-Mar-28 | 114,290 | — | 2.72 | 6.34 | ||||||||||
| 01-Apr-28 | 20,722 | — | 2.76 | 6.65 | ||||||||||
| Balance at June 30, 2025 | 6,102,717 | 2,578,354 | 1.78 | $ | 4.75 | |||||||||
Page | 19
Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2025 and 2024 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
14. Share Capital (cont.)
e)DSUs
The DSU liability at June 30, 2025 was determined based on the Company's quoted closing share price on the TSX, a Level 1 fair value input. A summary of changes to the DSU liability, included in accounts payable and accrued liabilities, during the period ended June 30, 2025 and the year ended December 31, 2024 is as follows:
| Units | Amount | Weighted Average Fair Value (C$) | |||||||||
| Balance at December 31, 2023 | 575,041 | $ | 1,903 | $ | 4.37 | ||||||
| Granted and vested during the period | 167,571 | 631 | 5.18 | ||||||||
| Paid | (259,691) | (956) | 4.99 | ||||||||
| Change in fair value | — | 114 | |||||||||
| Balance at December 31, 2024 | 482,921 | $ | 1,692 | $ | 5.04 | ||||||
| Granted and vested during the period | 67,689 | 364 | 7.53 | ||||||||
| Change in fair value | — | 1,645 | |||||||||
| Balance at June 30, 2025 | 550,610 | $ | 3,701 | $ | 9.17 | ||||||
f)PSUs
A summary of changes to the PSU liability during the period ended June 30, 2025 and the year ended December 31, 2024 is as follows:
| Units | Amount | |||||||
| Balance at December 31, 2023 | 1,472,719 | $ | 2,804 | |||||
| Unvested PSUs recognized in the period | 1,035,489 | 1,861 | ||||||
| Expired/cancelled | (190,888) | — | ||||||
Paid | (489,098) | (1,289) | ||||||
| Change in fair value | — | 374 | ||||||
| Balance at December 31, 2024 | 1,828,222 | $ | 3,750 | |||||
| Unvested PSUs recognized in the period | 786,338 | 1,589 | ||||||
| Expired/cancelled | (64,620) | — | ||||||
| Paid | (363,523) | (2,221) | ||||||
| Change in fair value | — | 6,680 | ||||||
| Balance at June 30, 2025 | 2,186,417 | $ | 9,798 | |||||
| Less: current portion | (6,353) | |||||||
| Non-current portion as at June 30, 2025 | $ | 3,445 | ||||||
During the period ended June 30, 2025, 786,338 PSUs were granted for a weighted average fair value of C$5.32 (December 31, 2024 - C$4.00).
g)Share-based compensation expense
| Three months ended June 30, | Six months ended June 30, | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||
| Stock-option expense | $ | 875 | $ | 542 | $ | 1,641 | $ | 1,079 | ||||||
| DSU expense | 1,283 | 329 | 2,010 | 602 | ||||||||||
| PSU expense | 5,978 | 502 | 8,269 | 1,534 | ||||||||||
| Total | $ | 8,136 | $ | 1,373 | $ | 11,920 | $ | 3,215 | ||||||
Page | 20
Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2025 and 2024 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
14. Share Capital (cont.)
h)Earnings (loss) per share
| Three months ended June 30, 2025 | Three months ended June 30, 2024 | |||||||||||||||||||
| Weighted average shares outstanding | Net earnings (loss) attributable to owners | Net earnings (loss) per share | Weighted average shares outstanding | Net earnings (loss) attributable to owners | Net earnings (loss) per share | |||||||||||||||
| Basic EPS | 179,836,208 | $ | (16,897) | $ | (0.09) | 151,474,859 | $ | 5,713 | $ | 0.04 | ||||||||||
| Effect of dilutive stock-options | — | — | 659,102 | — | ||||||||||||||||
| Effect of dilutive warrants | — | — | 219,076 | — | ||||||||||||||||
| Diluted EPS | 179,836,208 | $ | (16,897) | $ | (0.09) | 152,353,037 | $ | 5,713 | $ | 0.04 | ||||||||||
| Six months ended June 30, 2025 | Six months ended June 30, 2024 | |||||||||||||||||||
| Weighted average shares outstanding | Net earnings (loss) attributable to owners | Net earnings (loss) per share | Weighted average shares outstanding | Net earnings (loss) attributable to owners | Net earnings (loss) per share | |||||||||||||||
| Basic EPS | 175,752,115 | $ | (14,529) | $ | (0.08) | 144,928,253 | $ | 4,970 | $ | 0.03 | ||||||||||
| Effect of dilutive stock-options | — | — | 520,401 | — | ||||||||||||||||
| Effect of dilutive warrants | — | — | 170,756 | — | ||||||||||||||||
| Diluted EPS | 175,752,115 | $ | (14,529) | $ | (0.08) | 145,619,410 | $ | 4,970 | $ | 0.03 | ||||||||||
Diluted earnings per share amounts are calculated by adjusting the basic earnings per share to take into account the after-tax effect of interest and other finance costs associated with dilutive convertible debentures as if they were converted at the beginning of the period, and the effects of potentially dilutive stock options and share purchase warrants calculated using the treasury stock method. When the impact of potentially dilutive securities increases the earnings per share or decreases the loss per share, they are excluded for purposes of the calculation of diluted earnings per share.
The following table lists the number of warrants, stock options and convertible debenture which were excluded from the computation of diluted earnings per share. Instruments were excluded because either the instruments were not vested, the exercise prices exceeded the average market value of the common shares or the impact of including the in the money securities were anti-dilutive to EPS.
| Three months ended June 30, | Six months ended June 30, | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||
| Stock options | 6,102,717 | 1,581,000 | 6,102,717 | 1,581,000 | ||||||||||
| Warrants | 15,429,540 | 30,709,378 | 15,429,540 | 30,709,378 | ||||||||||
15. Non-Controlling Interest
On June 28, 2024, the Company acquired an additional 31% interest in PSN from Mubadala, resulting in the Company increasing its ownership interest in the Soto Norte Project to 51% and obtaining control over the Soto Norte Project (Note 6). The remaining 49% interest in the Soto Norte Project not held by the Company is presented as non-controlling interest. Aris Mining has the obligation to fund Mubadala's 49% share of certain operating costs until the earlier of the receipt of the environmental license for the Soto Norte Project or December 31, 2027.
The following table summarizes the financial information for PSN shown on a 100% basis, except where stated:
Page | 21
Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2025 and 2024 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
15. Non-Controlling Interest (cont.)
| June 30, 2025 | December 31, 2024 | |||||||
| Current assets | $ | 2,661 | $ | 1,502 | ||||
| Non-current assets | 597,830 | 590,602 | ||||||
| Total assets | 600,491 | 592,104 | ||||||
| Current liabilities | $ | 2,469 | $ | 4,947 | ||||
| Non-current liabilities | 6,451 | 6,471 | ||||||
| Total liabilities | 8,920 | 11,418 | ||||||
| Net assets | $ | 591,571 | $ | 580,686 | ||||
| Non-controlling interest percentage | 49 | % | 49 | % | ||||
| Non-controlling interest | $ | 289,870 | $ | 284,536 | ||||
| Three months ended June 30, | Six months ended June 30, | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||
| Foreign exchange gain (loss) | $ | (258) | $ | — | $ | 1,489 | $ | — | ||||||
| Project expenses | 169 | — | 140 | — | ||||||||||
| Total net income (loss) | (89) | — | 1,629 | — | ||||||||||
| Non-controlling interest percentage | 49 | % | — | % | 49 | % | — | % | ||||||
Net Income (loss) attributable to non-controlling interest | $ | (44) | $ | — | $ | 798 | $ | — | ||||||
| Three months ended June 30, | Six months ended June 30, | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||
| Cash flows from: | ||||||||||||||
| Operating activities | $ | (450) | $ | — | $ | (313) | $ | — | ||||||
| Investing activities | (3,627) | — | (7,824) | — | ||||||||||
| Financing activities ⁽¹⁾ | 4,969 | — | 9,257 | — | ||||||||||
(1)Financing activities includes $2.4 million and $4.5 million in non-reciprocal contributions made by the Company to the Soto Norte Project for the three and six months ended June 30, 2025, respectively, in accordance with the Company’s obligation to fund Mubadala's 49% share of certain operating costs until the earlier of the receipt of the environmental license for the Soto Norte Project or December 31, 2027.
16. Financial Risk Management
The nature of the acquisition, exploration, development and operation of gold properties exposes the Company to risks associated with fluctuations in commodity prices, foreign currency exchange rates and credit risk. The Company may at times enter into risk management contracts to mitigate these risks. It is the Company’s policy that no speculative trading in derivatives shall be undertaken.
a)Financial instrument risk
Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:
•Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities
•Level 2 – inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
•Level 3 – inputs that are not based on observable market data.
The fair values of the Company’s cash and cash equivalents, cash in trust, accounts receivable, accounts payable and accrued liabilities, and, taxes payable approximate their carrying values due to their short-term nature.
The 2029 Senior Notes are recognized at amortized cost using the effective interest rate method. An observable fair value of the Company’s Senior Notes has been estimated using the trading value of the bonds which indicate a fair value of $448.3 million (carrying amount - $453.6 million).
Page | 22
Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2025 and 2024 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
16. Financial Risk Management (cont.)
Financial liabilities measured at FVTPL on a recurring basis include the warrant derivative liabilities, the DSU payable, PSU payable, and gold notes which are measured at their fair value at the end of each reporting period. The levels in the fair value hierarchy into which the Company’s financial assets and liabilities are recognized in the statements of financial position at fair value are categorized as follows:
| June 30, 2025 | December 31, 2024 | |||||||||||||
| Level 1 | Level 2 | Level 1 | Level 2 | |||||||||||
Gold Notes (Note 11c) | $ | — | $ | 69,879 | $ | — | $ | 66,945 | ||||||
Warrant liabilities (Note 14c) | 40,757 | — | 8,886 | — | ||||||||||
DSU and PSU liabilities (Note 14e,f) | 3,701 | 9,798 | 1,692 | 3,750 | ||||||||||
Other financial assets (Note 8) | 3,674 | 8,893 | 5,050 | 7,579 | ||||||||||
At June 30, 2025, there were no financial assets and liabilities measured and recognized at fair value on a non-recurring basis. There were no transfers between Level 1 and Level 2, and no financial assets or liabilities measured and recognized at fair value that would be categorized as Level 3 in the fair value hierarchy during the period.
b)Credit risk
| June 30, 2025 | December 31, 2024 | |||||||
VAT receivable | $ | 25,671 | $ | 42,013 | ||||
| Tax recoverable | 289 | 1,928 | ||||||
| Trade receivables | 4,410 | 2,535 | ||||||
| Other, net of allowance for doubtful accounts | 834 | 791 | ||||||
| Total | $ | 31,204 | $ | 47,267 | ||||
| Less: current portion | 31,188 | 47,232 | ||||||
| Non-current portion | $ | 16 | $ | 35 | ||||
The exposure to credit risk arises through the failure of a third party to meet its contractual obligations to the Company. The Company’s exposure to credit risk primarily arises from its cash balances (which are held with highly rated Canadian, Colombian and other international financial institutions) and accounts receivable. The timing of collection of the VAT recoverable is in accordance with Government of Colombia’s filing process. As at June 30, 2025, the Company expects to recover the outstanding amount of current VAT receivable in the next 12 months.
Credit risk associated with trade accounts receivable arises from the Company’s delivery of its production to international customers from whom it receives 97.0% - 99.5% of the sales proceeds in the case of gold and silver, and 90% of sales proceeds in the case of
concentrates, shortly after delivery of its production to an agreed upon transfer point in Colombia. The balance is received within a short settlement period thereafter, once final metal content has been agreed between the Company and the customer.
c)Liquidity risk
The Company manages its liquidity risk by continuously monitoring forecast cash flow requirements. The Company believes it has sufficient cash resources to pay its obligations associated with its financial liabilities as at June 30, 2025. In addition to other commitments already disclosed, the Company’s undiscounted commitments including interest and premiums at June 30, 2025 are as follows:
| Less than 1 year | 1 to 3 years | 4 to 5 years | Over 5 years | Total | |||||||||||||
| Trade, tax and other payables | $ | 115,295 | $ | — | $ | — | $ | — | $ | 115,295 | |||||||
| Reclamation and closure costs | 2,509 | 1,946 | 8,484 | 20,018 | 32,957 | ||||||||||||
| Lease payments | 1,213 | 2,287 | 1,255 | 1,941 | 6,696 | ||||||||||||
| Gold Notes | 41,603 | 50,899 | — | — | 92,502 | ||||||||||||
| Senior unsecured notes | 36,000 | 108,000 | 468,000 | — | 612,000 | ||||||||||||
| Other contractual commitments ⁽¹⁾ | 10,165 | — | — | — | 10,165 | ||||||||||||
| Total | $ | 206,785 | $ | 163,132 | $ | 477,739 | $ | 21,959 | $ | 869,615 | |||||||
(1)Includes binding commitments for capital and operating purchase obligations that the Company has entered into as at June 30, 2025.
Page | 23
Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2025 and 2024 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
16. Financial Risk Management (cont.)
Following receipt of funds under the Marmato and Toroparu PMPA, Aris Mining’s silver and gold production from the Marmato Mine and Toroparu Project is subject to the terms of the PMPA with WPMI. In addition, gold and silver production from PSN after the first 5.7 million ounces of gold have been produced is subject to the terms with the PMPA with Mubadala.
d)Foreign currency risk
The Company is exposed to foreign currency fluctuations. Such exposure arises primarily from:
•Translation of subsidiaries that have a functional currency, such as COP, which differ from the USD functional currency of the Company. The impact of such exposure is recorded through other comprehensive income (loss).
•Translation of monetary assets and liabilities denominated in foreign currencies, such as the Canadian dollar (“C$”) and Guyanese Dollar (“GYD”). The impact of such exposure is recorded in the consolidated statements of income (loss).
The Company monitors its exposure to foreign currency risks arising from foreign currency balances and transactions. To reduce its foreign currency exposure associated with these balances and transactions, the Company may enter foreign currency derivatives to manage such risks. In 2025 and 2024, the Company did not utilize derivative financial instruments to manage this risk.
The following table summarizes the Company’s net financial assets and liabilities denominated in Canadian dollars, Colombian pesos and Guyanese dollar (in US dollar equivalents) as of June 30, 2025 and December 31, 2024, as well as the effect on earnings and other comprehensive earnings of a 10% appreciation or depreciation in the foreign currencies against the US dollar on the financial and non-financial assets and liabilities of the Company, if all other variables remain constant:
| June 30, 2025 | Impact of a 10% Change | December 31, 2024 | Impact of a 10% Change | |||||||||||
| Canadian dollar (C$) | 47,354 | 4,304 | (5,586) | (509) | ||||||||||
| Colombian peso (COP) | (38,923) | (3,539) | (14,686) | (1,336) | ||||||||||
| Guyanese dollar (GYD) | 798 | 72 | 23 | 2 | ||||||||||
e)Price risk
Price risk is the risk that the fair value or future cash flows of the Company’s financial instruments will fluctuate because of changes in market prices. Gold and silver prices can be subject to volatile price movements, which can be material and can occur over short periods of time and are affected by numerous factors, all of which are beyond the Company’s control. The Company may enter commodity hedging contracts from time to time to reduce its exposure to fluctuations in spot commodity prices.
The Company is required under the covenants of the Gold Notes to use commercially reasonable efforts to put in place commodity hedging contracts (put options) on a rolling four-quarters basis to establish a minimum selling price of $1,400 per ounce for the physical gold being accumulated in the Gold Escrow Account (Note 11c). Gold being accumulated in the Gold Escrow Account will be sold to meet the Company’s financial obligations for the quarterly Amortizing Payments of the Gold Notes. Under the terms of the agreement, such hedging will not be required if one of the following conditions is met:
•The Company determines that any such hedging contracts are not obtainable on commercially reasonable terms; or
•The failure to obtain any such hedging contracts would not reasonably be expected to materially adversely impact the ability of the Company to satisfy its obligations to make the quarterly Amortizing Payments.
As at June 30, 2025, the Company had no outstanding commodity hedging contracts in place.
17. Revenue
| Three months ended June 30, | Six months ended June 30, | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||
| Gold in dore | $ | 200,230 | $ | 114,170 | $ | 354,372 | $ | 219,360 | ||||||
| Silver in dore | 2,241 | 1,473 | 4,053 | 2,669 | ||||||||||
| Metals in concentrate | 985 | 1,542 | 2,559 | 2,776 | ||||||||||
| Total | $ | 203,456 | $ | 117,185 | $ | 360,984 | $ | 224,805 | ||||||
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Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2025 and 2024 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
18. Cost of Sales
| Three months ended June 30, | Six months ended June 30, | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||
| Production costs | $ | 86,391 | $ | 72,790 | $ | 162,507 | $ | 140,031 | ||||||
| Royalties | 7,583 | 4,204 | 13,942 | 8,296 | ||||||||||
| Total | $ | 93,974 | $ | 76,994 | $ | 176,449 | $ | 148,327 | ||||||
19. Finance Costs
| Three months ended June 30, | Six months ended June 30, | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||
| Interest expense | $ | 9,822 | $ | 5,172 | $ | 18,879 | $ | 10,608 | ||||||
| Financing fees (income) | — | 18 | — | — | ||||||||||
Accretion of Senior Notes (Note 11b) | 366 | 670 | 725 | 1,327 | ||||||||||
Accretion of lease obligations | 151 | 109 | 276 | 316 | ||||||||||
Accretion of provisions (Note 12) | 494 | 527 | 990 | 1,048 | ||||||||||
| Total | $ | 10,833 | $ | 6,496 | $ | 20,870 | $ | 13,299 | ||||||
20. Gain (Loss) on Financial Instruments
| Three months ended June 30, | Six months ended June 30, | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||
| Financial Assets | ||||||||||||||
Denarius common shares (Note 8) | $ | (508) | $ | (889) | $ | (1,295) | $ | 465 | ||||||
| Denarius debenture (Note 8) | 758 | (608) | 1,311 | 1,287 | ||||||||||
| Denarius warrants (Note 8) | (75) | (1) | (73) | (169) | ||||||||||
| Embedded derivative asset in 2029 Senior Notes (Note 11b) | 859 | — | 4,175 | — | ||||||||||
| Other gain (loss) on financial instruments | 2 | 1 | (1) | (1) | ||||||||||
| Total Financial Assets | 1,036 | (1,497) | 4,117 | 1,582 | ||||||||||
| Financial Liabilities | ||||||||||||||
Gold Notes (Note 11c) | (6,262) | (5,321) | (11,387) | (7,360) | ||||||||||
Convertible debentures | — | 62 | — | 565 | ||||||||||
Unlisted warrants | — | 147 | — | 186 | ||||||||||
ARIS.WT.A Listed warrants (Note 14c) | (45,511) | 465 | (60,095) | (4,859) | ||||||||||
| Total Financial Liabilities | (51,773) | (4,647) | (71,482) | (11,468) | ||||||||||
| Total | $ | (50,737) | $ | (6,144) | $ | (67,365) | $ | (9,886) | ||||||
21. Changes in Non-Cash Operating Working Capital Items
| Three months ended June 30, | Six months ended June 30, | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||
| Accounts receivable and other (excluding VAT receivable) | $ | (2,730) | $ | 2,577 | $ | (2,763) | $ | 2,496 | ||||||
| VAT Receivable | 30,812 | (10,922) | 19,052 | (19,931) | ||||||||||
| Inventories | (4,565) | (6,901) | (6,843) | (9,400) | ||||||||||
| Other current assets | (1,448) | (539) | (1,702) | (947) | ||||||||||
| Accounts payable and accrued liabilities | 6,316 | 5,026 | 7,055 | (12,889) | ||||||||||
| Total | $ | 28,385 | $ | (10,759) | $ | 14,799 | $ | (40,671) | ||||||
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