Aris Mining Corp 6-K, filed Dec 5, 2025
Aris Mining Corp (ARIS)
About this 6-K
Aris Mining Corp filed this 6-K on December 5, 2025.
UNITED STATES
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
For the month of December 2025
Commission File Number: 001-41794
Aris Mining Corporation
(Translation of registrant’s name into English)
SUITE 2400 - 1021 WEST HASTINGS ST., VANCOUVER, BC, 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 | ||
| By: | (s) Ashley Baker | |
| Ashley Baker | ||
| General Counsel and Corporate Secretary | ||
Date: December 5, 2025
EXHIBIT INDEX
See the Exhibits listed below.
| Exhibit Number | Description |
| 99.1 | Material Change Report dated November 28, 2025 |
Exhibit 99.1 of this Report on Form 6-K is 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).
Exhibit 99.1
FORM 51-102F3
Material Change Report
| Item 1 | Name and Address of Corporation |
Aris Mining Corporation (the “Company” or “Aris Mining”)
2400-1021 W Hastings Street
Vancouver, British Columbia V6E 0C3
| Item 2 | Date of Material Change |
November 20, 2025
| Item 3 | News Release |
A news release relating to the material change described herein was disseminated on November 20, 2025 through the services of Cision and subsequently filed on the Company’s SEDAR+ profile at www.sedarplus.ca.
| Item 4 | Summary of Material Change |
On November 20, 2025, the Company announced that it has entered into a binding term sheet to acquire the remaining 49% interest in the Soto Norte joint venture in Colombia from MDC Industry Holding Company LLC (“Mubadala”). The transaction includes the termination at closing of the associated precious metals stream previously granted to Mubadala. The total consideration is US$80 million, comprised of US$60 million in cash and 1,739,130 newly issued Aris Mining common shares, issued at a deemed price of US$11.50 per share and subject to a four month plus one day hold period.
| Item 5 | Full Description of Material Change |
On November 20, 2025, the Company announced that it has entered into a binding term sheet to acquire the remaining 49% interest in the Soto Norte joint venture in Colombia from Mubadala. The transaction includes the termination at closing of the associated precious metals stream previously granted to Mubadala. The total consideration is US$80 million, comprised of US$60 million in cash and 1,739,130 newly issued Aris Mining common shares, issued at a deemed price of US$11.50 per share, being the 5-day volume-weighted average price of the Company’s U.S. trading on the NYSE American as of the close of markets on November 19, 2025. The newly issued Aris Mining common shares will be subject to a four month plus one day hold period. The transaction is expected to close by early December 2025, subject to final documentation and customary closing conditions.
| Item 6 | Reliance on subsection 7.1(2) of National Instrument 51-102 |
Not Applicable.
| Item 7 | Omitted Information |
Not Applicable.
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| Item 8 | Executive Officer |
Oliver Dachsel, Senior Vice President, Capital Markets
917-847-0063
info@aris-mining.com
| Item 9 | Date of Report |
November 28, 2025
Forward-Looking Information
This report contains "forward-looking information" or forward-looking statements" within the meaning of Canadian securities legislation. All statements included herein, other than statements of historical fact, including, without limitation, statements regarding the anticipated closing date of the Soto Norte acquisition are forward-looking. Generally, the forward-looking information and forward looking statements can be identified by the use of forward looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", "will continue" or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved”. The material factors or assumptions used to develop forward looking information or statements are disclosed throughout this report.
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 Aris Mining to be materially different from those expressed or implied by such forward-looking information or forward looking statements, including but not limited to those factors discussed in the section entitled "Risk Factors" in Aris Mining's annual information form dated March 12, 2025 which is available 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.
Although Aris Mining 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 Aris Mining 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. Accordingly, readers should not place undue reliance on forward-looking statements and information.
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