Aris Mining Corp 6-K, filed Jul 29, 2026
Aris Mining Corp (ARIS)
6-K
2026-07-29
For: 2026-06-30
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July 29, 2026
About this 6-K
Aris Mining Corp filed this 6-K on July 29, 2026.
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 July 2026
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: July 29, 2026 | By: | "Ashley Baker" (signed) | ||||||
Ashley Baker | ||||||||
Chief Legal Officer | ||||||||
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, 2026 and 2025
(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, 2026 and 2025 (all figures are expressed in thousands of United States Dollars, unless otherwise stated) | ||
Table of Contents | |||||
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Management's Discussion and Analysis For the three and six months ended June 30, 2026 and 2025 (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 July 29, 2026 and should be read in conjunction with the unaudited condensed consolidated interim financial statements for the three and six months ended June 30, 2026 and 2025 (the Interim 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, 2025 and dated March 11, 2026, 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 Statements section of this MD&A. The financial information in this MD&A is derived from the Interim Financial Statements prepared in accordance 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 ($ per oz gold sold), all-in sustaining costs (AISC) per ounce ($ per oz gold sold), average realized gold price ($ per oz sold), adjusted net earnings and adjusted net earnings per share, earnings before interest, taxes, depreciation, and amortization (EBITDA), adjusted EBITDA, AISC margin, sustaining capital and growth and expansion capital, operating free cash flow after sustaining capital and taxes paid and free cash flow after growth and expansion capital, net debt, 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. Reference should be made to the Non-GAAP Financial Measures section of this MD&A for reconciliations of such measures to the most directly comparable financial measure disclosed in the Interim Financial Statements.
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.
Business Overview
Aris Mining is a Canadian gold mining company focused on South America. The Company operates the Segovia and Marmato underground gold mines in Colombia, which together produced approximately 257,000 ounces of gold in 2025. Aris Mining is listed on the TSX and NYSE under the symbol ARIS.
The Company is advancing expansion projects at Segovia and Marmato that are expected to increase gold production to approximately 500,000 ounces per year, driven by the ramp-up at Segovia following the installation of the second mill, which was completed in June 2025, and construction of the new Marmato bulk mine and Carbon-In-Pulp (CIP) plant, with first gold expected in Q4 20261.
Aris Mining’s portfolio supports a longer-term objective of approximately 1 million ounces of annual gold production2. Key projects include the high-grade Soto Norte gold project in Colombia and the Toroparu gold project in Guyana, where a Prefeasibility Study (PFS) is in progress and a construction decision is expected in early 2027.
Additional information is available at www.aris-mining.com, www.sedarplus.ca, and on www.sec.gov.
1 Reflects expected steady-state annual gold production run-rates of approximately 300koz at Segovia and 200koz at Marmato following completion and ramp-up of the respective expansion projects. For more information, please refer to the Company’s news releases dated June 30, 2025 regarding the Segovia expansion and March 12, 2025 regarding the Marmato expansion.
2 Includes potential production estimates from Toroparu, which is based on a preliminary economic assessment effective October 21, 2025, which contemplates a 7.0 Mtpa operation over a 21.3-year mine life with average annual gold production of approximately 235 koz at a base case gold price of US$3,000/oz. The preliminary economic assessment is preliminary in nature and includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the preliminary economic assessment will be realized. Mineral resources that are not mineral reserves do not have demonstrated economic viability. There can be no assurance that the projected production will be achieved. In the case of Soto Norte and Toroparu, such production also remains subject to obtaining all necessary permits and to formal construction decisions by the Company.
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Management's Discussion and Analysis For the three and six months ended June 30, 2026 and 2025 (all figures are expressed in thousands of United States Dollars, unless otherwise stated) | ||
Highlights | Key Performance Indicators
During Q2 2026, Aris Mining delivered consistent gold production and strong financial performance while significantly increasing investment in its operating mines and growth projects. Although realized gold prices and gold sales volumes were lower than in Q1 2026, the Company continued to generate substantial cash from operations and maintained a strong financial position. At June 30, 2026 Aris Mining held cash and cash equivalents of $425.6 million.
During the first half of 2026, operating free cash flow after sustaining capital and taxes paid totaled $170.1 million. The Company invested $166.3 million in growth and expansion capital, primarily to advance the Marmato expansion and increase underground mining and haulage capacity at Segovia. These investments are intended to support near-term production growth while advancing Soto Norte and Toroparu as longer-term development opportunities.
| Three months ended | Six months ended | |||||||||||||||||||||||||
| Operational Information | June 30, 2026 | March 31, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | |||||||||||||||||||||
| Gold produced (ounces) | 73,710 | 74,339 | 58,652 | 148,049 | 113,415 | |||||||||||||||||||||
| Gold sold (ounces) | 72,124 | 74,843 | 61,024 | 146,967 | 115,305 | |||||||||||||||||||||
| Average realized gold price ($ per oz sold) | 4,450 | 4,861 | 3,281 | 4,659 | 3,073 | |||||||||||||||||||||
| Financial Information | ||||||||||||||||||||||||||
| Gold revenue | 320,933 | 363,813 | 200,231 | 684,746 | 354,373 | |||||||||||||||||||||
| Income from mining operations | 167,084 | 203,731 | 91,991 | 370,815 | 151,976 | |||||||||||||||||||||
EBITDA | 162,538 | 181,943 | 31,546 | 344,481 | 71,201 | |||||||||||||||||||||
Adjusted EBITDA | 178,588 | 212,074 | 98,733 | 390,662 | 165,346 | |||||||||||||||||||||
Net earnings (loss)1 | 94,243 | 97,614 | (16,897) | 191,857 | (14,529) | |||||||||||||||||||||
Adjusted net earnings | 96,327 | 123,688 | 47,762 | 220,015 | 74,989 | |||||||||||||||||||||
Net earnings (loss) per share – basic ($)1 | 0.46 | 0.47 | (0.09) | 0.93 | (0.08) | |||||||||||||||||||||
Adjusted net earnings per share – basic ($) | 0.47 | 0.60 | 0.27 | 1.07 | 0.43 | |||||||||||||||||||||
| Sustaining capital | 15,655 | 12,837 | 12,287 | 28,492 | 18,876 | |||||||||||||||||||||
| Growth and expansion capital | 105,084 | 61,251 | 36,745 | 166,335 | 79,755 | |||||||||||||||||||||
| Segovia Results | ||||||||||||||||||||||||||
| Gold produced (ounces) | 64,424 | 66,567 | 51,527 | 130,991 | 99,076 | |||||||||||||||||||||
| Gold sold (ounces) | 62,762 | 67,709 | 53,751 | 130,471 | 101,141 | |||||||||||||||||||||
| AISC Margin - Total ($'000) | 157,107 | 198,677 | 87,169 | 355,784 | 148,064 | |||||||||||||||||||||
AISC ($ per oz gold sold) - Owner Mining | 1,767 | 1,492 | 1,520 | 1,623 | 1,503 | |||||||||||||||||||||
| AISC Sales Margin - CMPs (%) | 46% | 40% | 42% | 43% | 41% | |||||||||||||||||||||
Marmato Results | ||||||||||||||||||||||||||
| Gold produced (ounces) | 9,286 | 7,772 | 7,125 | 17,058 | 14,339 | |||||||||||||||||||||
| Gold sold (ounces) | 9,362 | 7,134 | 7,273 | 16,496 | 14,164 | |||||||||||||||||||||
| AISC Margin - Total ($'000) | 10,567 | 6,991 | 4,041 | 17,558 | 6,796 | |||||||||||||||||||||
| Balance sheet, as at | June 30, 2026 | March 31, 2026 | June 30, 2025 | June 30, 2026 | December 31, 2025 | |||||||||||||||||||||
Cash and cash equivalents | 425,552 | 472,082 | 310,164 | 425,552 | 391,874 | |||||||||||||||||||||
Total debt2 | 469,580 | 473,644 | 485,958 | 469,580 | 477,708 | |||||||||||||||||||||
Net debt3 | 44,028 | 1,562 | 175,794 | 44,028 | 85,834 | |||||||||||||||||||||
1.Net earnings represent net earnings attributable to the shareholders of the Company.
2.The face value of long-term debt as of June 30, 2026 is shown as the principal amount of Senior Notes (as defined in the Interim Financial Statements) outstanding and the total number of Gold Notes outstanding at their par value.
3.Net debt is calculated as outstanding principal for the Senior Notes and the Gold-linked Notes, less cash and cash equivalents.
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Management's Discussion and Analysis For the three and six months ended June 30, 2026 and 2025 (all figures are expressed in thousands of United States Dollars, unless otherwise stated) | ||
Q2 2026 Financial Highlights
•Gold revenue remained strong at $321 million, supported by 72,124 ounces of gold sold at an average realized gold price of $4,450 per ounce. Compared with Q1 2026, gold revenue reflected a 4% decrease in gold ounces sold and an 8% decrease in realized gold prices.
•EBITDA was $163 million as compared to $182 million in Q1 2026, reflecting continued strong operating performance despite lower realized gold prices during the quarter.
•Adjusted EBITDA was $179 million, compared to $212 million in Q1 2026, after normalizing for non-cash and non-recurring items. On a trailing 12-month basis, Adjusted EBITDA reached $690 million, demonstrating the Company's strong profitability, cash flow generation and leverage to gold prices.
•Net earnings were $94 million, from $98 million in Q1 2026. Results for Q2 2026 include $167 million in income from mining operations, down from $204 million in Q1 2026.
•Adjusted net earnings of $96 million or $0.47 per share, demonstrating continued strong profitability compared with $124 million or $0.60 per share in Q1 2026.
•Cash and cash equivalents increased to $426 million at June 30, 2026, up from $392 million at December 31, 2025, while the Company continued to invest significantly in its growth projects. The increase primarily reflects:
◦$170 million of operating free cash flow after sustaining capital and taxes paid;
◦$40 million installment received under Marmato's precious metals stream following achievement of the 50% construction capital expenditures milestone;
◦$36 million inflow from other working capital movements, proceeds from stock options and finance income;
◦$46 million of debt repayment and servicing; and
◦$166 million invested in growth and expansion capital.
•Net debt was reduced to $44 million, down from $86 million at December 31, 2025, further strengthening the Company's financial position.
Q2 2026 Operational Highlights
•Gold production totaled 73,710 ounces, consistent with the 74,339 ounces produced in Q1 2026.
•Segovia
◦Produced 64,424 ounces in Q2 2026, a 3% decrease over Q1 2026, reflecting the processing of 202,480 tonnes at an average gold grade of 10.23 g/t, compared to 175,370 tonnes at 12.41 g/t in Q1 2026. Gold recoveries were 95.7%, compared to 95.3% in Q1 2026.
◦AISC margin decreased to $157 million, down 21% from Q1 2026, reflecting lower realized gold prices and slightly lower gold sales volumes.
◦Owner-operated mining (Owner Mining) comprised 67% of the mill feed, consistent with Q1 2026. AISC was $1,767 per ounce, compared to $1,492 per ounce in Q1 2026, primarily reflecting lower Owner Mining ounces sold, together with higher owner mining sustaining capital as the Company increased investment in underground development to support higher mining capacity. H1 2026 Owner Mining AISC was $1,623, below the full-year 2026 guidance range of $1,700 to $1,800 per ounce.
◦Contract Mining Partner (CMP) sourced gold comprised 33% of the mill feed and generated an AISC sales margin of 46%, bringing H1 2026 CMP AISC sales margin to 43%, above the top end of the full-year 2026 guidance range of 35% to 40%.
◦Combined AISC of $1,986 per ounce, compared to $1,963 per ounce in Q1 2026, reflecting the increase in Owner Mining AISC described above, partially offset by lower CMP AISC due to the decrease in the average realized gold price.
◦Total investment at Segovia, including sustaining and non-sustaining capital, increased to $31 million in Q2 2026, from $17 million in Q1 2026. This investment is advancing the development work required to increase mining rates and improve haulage efficiency, including new ramps and a main underground haulage circuit connecting the El Silencio, Providencia and Sandra K mines.
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Management's Discussion and Analysis For the three and six months ended June 30, 2026 and 2025 (all figures are expressed in thousands of United States Dollars, unless otherwise stated) | ||
•Marmato
◦Produced 9,286 ounces, a 19% increase over Q1 2026, reflecting the processing of 84,610 tonnes at an average gold grade of 3.79 g/t, compared to 77,040 tonnes at 3.53 g/t in Q1 2026.
◦Production in Q2 2026 continued to reflect the operating capacity of the existing flotation plant, with mill feed sourced primarily from ore development and stopes in the Bulk Mining Zone and from CMPs operating in the Narrow Vein Zone. Throughput is expected to increase materially following commissioning of the new CIP plant, with first gold expected in Q4 2026.
Project Development Highlights
•Marmato expansion advancing toward commissioning and first gold
◦Construction of the new 5,000 tpd design-capacity CIP plant remains on schedule for first gold in Q4 2026.
◦The SAG and ball mills are now on site and mechanical installation is underway.
◦The Bulk Mining Zone is prepared to support the initial ramp-up of the new CIP plant. The underground connection completed earlier this year established direct access between the Bulk Mining Zone and the new CIP plant area, improving access, ventilation and haulage, and supporting the planned production ramp-up.
◦During Q2 2026, the Company invested $64 million towards the construction of the Marmato expansion project. Including underground development and ancillary growth projects, total non-sustaining investment at Marmato was $76 million in Q2 2026.
◦As at July 1, 2026, the estimated capital required to achieve first gold from the Marmato CIP plant in Q4 2026 is approximately $118 million. After the final $42 million installment from Wheaton Precious Metals expected in Q3 2026, the net funding requirement of approximately $76 million will be funded from the Company’s cash balance and operating cash flow.
•Toroparu Project progressing toward a potential early 2027 construction decision
◦The PFS remains on schedule for completion in H2 2026, supporting a construction decision targeted for early 2027.
◦Project optimization work in support of the PFS includes updated mine scheduling, engineering studies and other activities to advance construction readiness.
◦Pre-construction activities underway, including construction of the Puruni River bridge, camp expansion, road improvements and other site infrastructure.
◦The project team has grown to 100 employees in Guyana, with several key leadership appointments made during the quarter to support project development and execution.
◦Aris Mining continues active engagement with the Government of Guyana and the Guyana Geology and Mines Commission to obtain the mining license and keep stakeholders informed of project progress.
◦Preliminary Economic Assessment (PEA) completed in October 2025, outlining an attractive project with after-tax NPV5% of $1.8 billion, IRR of 25.2%, and 3.0-year payback at $3,000/oz gold3.
◦During Q2 2026, capital expenditures totaled $6 million at Toroparu.
•Soto Norte Project nearing completion of environmental studies and environmental license application preparation
◦The project incorporates industry-leading environmental and social design features, including a metallurgical process free of cyanide and mercury, together with a CMP program that allocates approximately 750 tpd of processing capacity to local miners, over 20% of Soto Norte’s 3,500 tpd processing capacity.
◦The environmental studies and the preparation of the environmental license application are nearing completion.
◦PFS completed in September 2025, demonstrating robust economics with an after-tax NPV5% of $2.7 billion, IRR of 35%, and 2.3-year payback at $2,600/oz gold. Strong leverage to higher gold prices, at $3,000/oz the NPV5% increases to $3.3 billion with IRR of 40%.
◦During Q2 2026, capital expenditures totaled $6 million at Soto Norte.
3Based on a preliminary economic assessment effective October 21, 2025, which contemplates a 7.0 Mtpa operation over a 21.3-year mine life with average annual gold production of approximately 235koz at a base case gold price of US$3,000/oz. The preliminary economic assessment is preliminary in nature and includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the preliminary economic assessment will be realized. Mineral resources that are not mineral reserves do not have demonstrated economic viability.
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Management's Discussion and Analysis For the three and six months ended June 30, 2026 and 2025 (all figures are expressed in thousands of United States Dollars, unless otherwise stated) | ||
Operating Performance | Segovia
Segovia is 100% owned by the Company and is located in a historic mining district of Colombia. Approximately 60% of the gold sold in 2025 was produced from Owner Mining while the balance of approximately 40% was produced by processing mill feed purchased from CMPs, which was sourced from both within and outside of the Company’s mining titles. The operations include four underground mines and two processing facilities:
•A conventional processing facility, that produces doré and was expanded from 2,000 to 3,000 tpd in June 2025, with ramp-up continuing to advance.
•A 200 tpd polymetallic processing plant that recovers lead and zinc concentrates, including gold and silver from tailings.
| Three months ended | Six months ended | |||||||||||||||||||||||||
| Operating Information | June 30, 2026 | March 31, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | |||||||||||||||||||||
| Tonnes processed (t) | 202,480 | 175,370 | 167,960 | 377,850 | 335,110 | |||||||||||||||||||||
| Average gold grade processed (g/t) | 10.23 | 12.41 | 9.85 | 11.24 | 9.61 | |||||||||||||||||||||
| Recoveries (%) | 95.7% | 95.3% | 96.1% | 95.5% | 96.1% | |||||||||||||||||||||
| Gold produced (ounces) | 64,424 | 66,567 | 51,527 | 130,991 | 99,076 | |||||||||||||||||||||
| Gold sold (ounces) | 62,762 | 67,709 | 53,751 | 130,471 | 101,141 | |||||||||||||||||||||
| Financial Information | ||||||||||||||||||||||||||
| Gold revenue ($'000s) | 281,764 | 331,611 | 177,551 | 613,375 | 312,861 | |||||||||||||||||||||
| Average realized gold price ($/ounce sold) | $4,489 | $4,898 | $3,303 | $4,701 | $3,093 | |||||||||||||||||||||
| Owner mining costs | 31,481 | 28,852 | 23,228 | 60,333 | 42,519 | |||||||||||||||||||||
| CMP material purchases | 38,951 | 50,579 | 29,157 | 89,530 | 55,813 | |||||||||||||||||||||
| Processing costs | 10,038 | 9,004 | 7,412 | 19,042 | 14,842 | |||||||||||||||||||||
| Administration and security costs | 19,040 | 17,212 | 10,422 | 36,252 | 20,546 | |||||||||||||||||||||
| Change in finished goods and stockpile inventory | (25) | (678) | 961 | (703) | 32 | |||||||||||||||||||||
| Less: by-product and concentrate revenue | (8,703) | (7,449) | (2,798) | (16,152) | (5,871) | |||||||||||||||||||||
| Total cash costs | 90,782 | 97,520 | 68,382 | 188,302 | 127,881 | |||||||||||||||||||||
| Royalties | 10,741 | 11,139 | 5,539 | 21,880 | 10,058 | |||||||||||||||||||||
| Social contributions | 8,661 | 12,358 | 5,177 | 21,019 | 9,238 | |||||||||||||||||||||
| Sustaining capital | 13,864 | 11,356 | 10,861 | 25,220 | 16,717 | |||||||||||||||||||||
| Sustaining lease payments | 609 | 561 | 423 | 1,170 | 903 | |||||||||||||||||||||
| All-in sustaining costs | 124,657 | 132,934 | 90,382 | 257,591 | 164,797 | |||||||||||||||||||||
| AISC Margin | 157,107 | 198,677 | 87,169 | 355,784 | 148,064 | |||||||||||||||||||||
Production
Q2 2026 compared to Q1 2026
Gold production totaled 64,424 ounces in Q2 2026, a 3% decrease compared to Q1 2026, driven by lower average gold grades of 10.23 g/t (Q1 2026 - 12.41 g/t), reflecting the operational decision to target higher-grade zones in Q1 2026. Tonnes processed increased to 202,480 from 175,370 in Q1 2026.
Q2 2026 compared to Q2 2025
Gold production in the quarter increased 25% from the 51,527 ounces produced in Q2 2025, primarily driven by the additional processing capacity from the second ball mill that was commissioned in June 2025, along with higher average gold grades of 10.23 g/t compared to 9.85 g/t in Q2 2025.
H1 2026 compared to H1 2025
Gold production in H1 2026 increased 32% from the 99,076 ounces produced in H1 2025, primarily driven by increased tonnes and higher average gold grades of 11.24 g/t compared to 9.61 g/t in H1 2025, along with six months of additional processing capacity from the second ball mill that was commissioned in June 2025.
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Management's Discussion and Analysis For the three and six months ended June 30, 2026 and 2025 (all figures are expressed in thousands of United States Dollars, unless otherwise stated) | ||
Gold Revenue
Q2 2026 compared to Q1 2026
Gold revenue in Q2 2026 was $281.8 million, down 15% from Q1 2026, driven by an 8% decrease in average realized gold prices and a 7% decrease in gold ounces sold.
Q2 2026 compared to Q2 2025
Gold revenue increased 59% from $177.6 million in Q2 2025, driven by a 36% increase in the average realized gold price to $4,489 per ounce and a 17% increase in gold ounces sold.
H1 2026 compared to H1 2025
Gold revenue increased 96% from $312.9 million in H1 2025, driven by a 52% increase in the average realized gold price to $4,701 per ounce and a 29% increase in gold ounces sold.
Segovia - Owner Mining and CMPs
| Three months ended | Six months ended | |||||||||||||||||||||||||
| Operating Information | June 30, 2026 | March 31, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | |||||||||||||||||||||
| Owner Mining | ||||||||||||||||||||||||||
| Gold produced (ounces) | 42,640 | 45,017 | 31,377 | 87,657 | 58,430 | |||||||||||||||||||||
| Gold sold (ounces) | 41,520 | 45,789 | 32,685 | 87,309 | 59,648 | |||||||||||||||||||||
| Cash cost ($ per oz sold) | 1,157 | 918 | 1,047 | 1,031 | 1,081 | |||||||||||||||||||||
| AISC ($ per oz sold) | 1,767 | 1,492 | 1,520 | 1,623 | 1,503 | |||||||||||||||||||||
| AISC margin ($'000) | 112,858 | 155,940 | 57,832 | 268,798 | 94,867 | |||||||||||||||||||||
| CMPs | ||||||||||||||||||||||||||
| Gold produced (ounces) | 21,784 | 21,550 | 20,150 | 43,334 | 40,646 | |||||||||||||||||||||
| Gold sold (ounces) | 21,242 | 21,920 | 21,066 | 43,162 | 41,493 | |||||||||||||||||||||
Cash cost ($ per oz sold) | 2,013 | 2,532 | 1,622 | 2,277 | 1,528 | |||||||||||||||||||||
| AISC ($ per oz sold) | 2,415 | 2,948 | 1,931 | 2,686 | 1,811 | |||||||||||||||||||||
| AISC sales margin (%) | 46% | 40% | 42% | 43% | 41% | |||||||||||||||||||||
| AISC margin ($'000) | 44,249 | 42,737 | 29,337 | 86,986 | 53,197 | |||||||||||||||||||||
| Total AISC Margin ($’000) | 157,107 | 198,677 | 87,169 | 355,784 | 148,064 | |||||||||||||||||||||
| Combined Cash cost ($ per oz sold) | 1,446 | 1,440 | 1,272 | 1,443 | 1,264 | |||||||||||||||||||||
| Combined AISC ($ per oz sold) | 1,986 | 1,963 | 1,681 | 1,974 | 1,629 | |||||||||||||||||||||
All-In Sustaining Costs and Margin
Q2 2026 compared to Q1 2026
AISC at Segovia, including both Owner Mining and CMPs, averaged $1,986 per ounce in Q2 2026, a slight increase from $1,963 per ounce in Q1 2026.
•Owner Mining: AISC increased to $1,767 per ounce from $1,492 per ounce in Q1 2026, primarily reflecting lower gold ounces sold (41,520 ounces compared to 45,789 ounces), together with higher sustaining capital expenditures. Owner Mining AISC margin decreased to $112.9 million from $155.9 million in Q1 2026.
•CMPs: AISC averaged $2,415 per ounce, compared to $2,948 per ounce in Q1 2026, reflecting lower mill feed purchase costs consistent with the decline in gold prices during the quarter. CMP AISC margin was $44.2 million, compared to $42.7 million in Q1 2026.
Combined AISC margin was $157.1 million, down 21% from $198.7 million in Q1 2026, reflecting lower realized gold prices and lower gold ounces sold.
Page | 8
Management's Discussion and Analysis For the three and six months ended June 30, 2026 and 2025 (all figures are expressed in thousands of United States Dollars, unless otherwise stated) | ||
Q2 2026 compared to Q2 2025
Combined AISC at Segovia averaged $1,986 per ounce in Q2 2026, up 18% from $1,681 per ounce in Q2 2025.
•Owner Mining: AISC averaged $1,767 per ounce compared with $1,520 per ounce in Q2 2025, reflecting higher royalties and social contributions which are linked to gold price, higher sustaining capital, as well as a 14% appreciation of the COP against the USD, which had an unfavorable impact on local operating costs partially offset by higher Owner Mining sales volumes. Owner Mining AISC margin increased to $112.9 million, from $57.8 million in Q2 2025.
•CMPs: AISC averaged $2,415 per ounce, compared to $1,931 per ounce in Q2 2025, reflecting higher mill feed purchase costs linked to the higher gold price. CMP AISC margin was $44.2 million, compared to $29.3 million in Q2 2025.
Combined AISC margin increased 80% to $157.1 million in Q2 2026, compared to $87.2 million in Q2 2025, reflecting both higher realized gold prices and higher gold production volumes as described above.
H1 2026 compared to H1 2025
Combined AISC at Segovia averaged $1,974 per ounce in H1 2026, up 21% from $1,629 per ounce in H1 2025.
•Owner Mining: AISC averaged $1,623 per ounce from $1,503 per ounce in H1 2025, reflecting the same factors as the quarterly discussion above, together with a 13% appreciation of the COP against the USD, which had an unfavorable impact on local operating costs. Owner Mining AISC margin increased to $268.8 million, from $94.9 million in H1 2025.
•CMPs: AISC averaged $2,686 per ounce, compared to $1,811 per ounce in H1 2025, reflecting higher mill feed purchase costs linked to the higher gold price. CMP AISC margin was $87.0 million, compared to $53.2 million in H1 2025.
Combined AISC margin more than doubled to $355.8 million in H1 2026, compared to $148.1 million in H1 2025, reflecting both higher realized gold prices and higher gold production volumes.
Growth and Expansion
Non-sustaining growth capital expenditures at Segovia totaled $17.3 million in Q2 2026, compared to $5.5 million in Q1 2026 and $6.9 million in Q2 2025. For H1 2026, non-sustaining growth capital, supporting near-term production growth and the ramp-up of the expanded processing capacity, totaled $22.7 million compared to $13.3 million in H1 2025. Growth and expansion capital in H1 2026 included:
•$20.8 million for underground development, including $8.1 million for the main underground haulage circuit connecting El Silencio, Providencia and Sandra K; and,
•$1.9 million for plant projects, the tailings storage facility and other site infrastructure.
Page | 9
Management's Discussion and Analysis For the three and six months ended June 30, 2026 and 2025 (all figures are expressed in thousands of United States Dollars, unless otherwise stated) | ||
Operating Performance | Marmato
Marmato is 100% owned by the Company and is located in a historic mining district of Colombia. It is comprised of an underground mining operation with two distinct zones, a narrow vein underground mining zone at higher elevations, and a bulk mining zone at lower elevations, with two processing facilities:
•A 1,000 tpd flotation processing facility that is currently in operation, which produces doré.
•A 5,000 tpd CIP processing facility, which will also produce doré, that is currently under construction and advancing toward commissioning, with first gold expected in Q4 2026.
| Three months ended | Six months ended | |||||||||||||||||||||||||
Operating Information | June 30, 2026 | March 31, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | |||||||||||||||||||||
Tonnes processed (t) | 84,610 | 77,040 | 73,490 | 161,650 | 147,540 | |||||||||||||||||||||
| Average gold grade processed (g/t) | 3.79 | 3.53 | 3.35 | 3.67 | 3.33 | |||||||||||||||||||||
| Recoveries (%) | 90.4 | % | 89.6 | % | 90.2 | % | 90.0 | % | 90.9 | % | ||||||||||||||||
| Gold produced (ounces) | 9,286 | 7,772 | 7,125 | 17,058 | 14,339 | |||||||||||||||||||||
| Gold sold (ounces) | 9,362 | 7,134 | 7,273 | 16,496 | 14,164 | |||||||||||||||||||||
Gold revenue | 39,169 | 32,202 | 22,680 | 71,371 | 41,512 | |||||||||||||||||||||
| Average realized gold price | 4,184 | 4,514 | 3,118 | 4,327 | 2,931 | |||||||||||||||||||||
Production
Q2 2026 compared to Q1 2026
Gold production totaled 9,286 ounces, compared to 7,772 ounces in Q1 2026. The increase reflects a 7% increase in average gold grade, and a 10% increase in throughput. The increased throughput continues to reflect the operating capacity of the existing flotation plant, with mill feed sourced primarily from ore development and stopes in the Bulk Mining Zone ahead of the CIP plant commissioning in Q4 2026.
Q2 2026 compared to Q2 2025
Gold production for Q2 2026 was up 30% compared to Q2 2025, reflecting a 13% increase in average gold grade and a 15% increase in throughput, supported by consistent recoveries.
H1 2026 compared to H1 2025
Gold production for H1 2026 totaled 17,058 ounces, compared to 14,339 ounces produced during H1 2025. This reflects higher throughput and higher average gold grade in H1 2026, partially offset by slightly lower recoveries.
Gold Revenue
Q2 2026 compared to Q1 2026
Gold revenue totaled $39.2 million, compared to $32.2 million in Q1 2026. The increase was driven by higher ounces sold as mentioned above partially offset by a decrease in the average realized gold price which was $4,184 per ounce in the current quarter.
Q2 2026 compared to Q2 2025
Compared to Q2 2025, gold revenue increased 73% to $39.2 million from $22.7 million. The increase was driven by a 34% increase in the average realized gold price, together with a 29% increase in gold ounces sold.
H1 2026 compared to H1 2025
Gold revenue totaled $71.4 million in H1 2026, compared to $41.5 million in H1 2025. The increase was driven by a 16% increase in gold ounces sold, together with a higher average realized gold price.
Growth and Expansion
Non-sustaining growth capital expenditures at Marmato totaled $76.3 million in Q2 2026, compared to $47.0 million in Q1 2026 and $23.6 million in Q2 2025. For H1 2026, non-sustaining growth capital expenditures totaled $123.3 million, compared to $53.3 million in H1 2025:
•$105.4 million for the construction of the CIP processing plant, including civil, mechanical, and electrical works, major equipment procurement and delivery, and surface infrastructure development;
Page | 10
Management's Discussion and Analysis For the three and six months ended June 30, 2026 and 2025 (all figures are expressed in thousands of United States Dollars, unless otherwise stated) | ||
•$9.5 million for underground mine development and drilling programs; and,
•$8.4 million for the tailings storage facility, surface infrastructure and ancillary site activities.
Financial Results
Net income of $94.2 million and $191.9 million in Q2 2026 and H1 2026, respectively, compared to net income of $97.6 million in Q1 2026 and net losses of $16.9 million and $14.5 million in Q2 2025 and H1 2025, respectively. This corresponds to a basic earnings per share of $0.46 and $0.93 in Q2 2026 and H1 2026, respectively (Q1 2026 - $0.47, Q2 2025 - $(0.09), and H1 2025 - $(0.08)).
The following table presents the key variances of net earnings for Q2 2026 compared to Q1 2026 and Q2 2025 as well as H1 2026 compared to H1 2025. The narrative following each table discusses the nature of the material variances.
Q2 2026 vs Q1 2026 | Q2 2026 vs Q2 2025 | H1 2026 vs H1 2025 | |||||||||||||||||||||||||||
Net Income - Prior Period1 | $97,614 | $(16,897) | $(14,529) | ||||||||||||||||||||||||||
| Period-over-period variance | |||||||||||||||||||||||||||||
| Operating Variances | |||||||||||||||||||||||||||||
| Gold price impact on revenue | (29,663) | 84,281 | 233,064 | ||||||||||||||||||||||||||
| Gold volume impact on revenue | (13,217) | 36,421 | 97,309 | ||||||||||||||||||||||||||
| By-product impact on revenue | 628 | 6,069 | 11,349 | ||||||||||||||||||||||||||
| Cost of Sales & Social Contributions | 6,681 | (46,285) | (111,978) | ||||||||||||||||||||||||||
| Depreciation and Depletion | (1,076) | (5,393) | (10,905) | ||||||||||||||||||||||||||
| Net change in Operating Variances | (36,647) | 75,093 | 218,839 | ||||||||||||||||||||||||||
| Corporate Variances | |||||||||||||||||||||||||||||
| General & Administrative costs | 2,085 | (631) | (4,428) | ||||||||||||||||||||||||||
| Share-based Compensation | 8,411 | 8,945 | 5,127 | ||||||||||||||||||||||||||
| Net change in Corporate Variances | 10,496 | 8,314 | 699 | ||||||||||||||||||||||||||
| Non-operating Variances | |||||||||||||||||||||||||||||
ARIS.WT.A Listed warrants | — | 45,511 | 60,095 | ||||||||||||||||||||||||||
| Gold Notes | 34,740 | 32,488 | 29,099 | ||||||||||||||||||||||||||
| Foreign Exchange gain (loss) | (28,312) | (32,678) | (38,271) | ||||||||||||||||||||||||||
| Other | (370) | 593 | (688) | ||||||||||||||||||||||||||
Net change in Non-operating Variances | 6,058 | 45,914 | 50,235 | ||||||||||||||||||||||||||
Income tax expense | 16,722 | (18,137) | (64,185) | ||||||||||||||||||||||||||
| Non-Controlling Interest | — | (44) | 798 | ||||||||||||||||||||||||||
| Change in Net Income | (3,371) | 111,140 | 206,386 | ||||||||||||||||||||||||||
Net Income - Current Period1 | 94,243 | 94,243 | 191,857 | ||||||||||||||||||||||||||
1.Net earnings represent net earnings attributable to the shareholders of the Company.
Q2 2026 compared to Q1 2026
Operating Variances
Revenue decreased $42.3 million, or 11%, to $330.2 million in Q2 2026 from $372.5 million in Q1 2026, primarily driven by the average realized gold price, which decreased 8% to $4,450 per ounce from $4,861 per ounce. Lower gold ounces sold contributed a further $13.2 million to the quarterly decline.
Cost of sales and social contributions decreased $6.7 million, or 4%, to $145.8 million in Q2 2026 from $152.5 million in Q1 2026, primarily reflecting the lower cost of CMP mill feed purchases at Segovia ($11.6 million) and lower social contributions ($4.2 million) which were both driven by lower gold prices. This was partially offset by higher mining and processing costs at Segovia and Marmato due to an increase in tonnes mined and processed at both operations, together with a 2% appreciation of the COP against the U.S. dollar during the quarter.
Page | 11
Management's Discussion and Analysis For the three and six months ended June 30, 2026 and 2025 (all figures are expressed in thousands of United States Dollars, unless otherwise stated) | ||
Corporate Variances
The Company recognized a share-based compensation recovery of $0.8 million in Q2 2026 compared to an expense of $7.6 million in Q1 2026. Cash-settled performance share units (PSUs) and deferred share units (DSUs) are fair valued based on the Company's share price. Q2 2026 reflected a lower revaluation expense due to a lower share price appreciation than in the prior quarter.
Non-operating Variances
In Q2 2026, the Company recognized a gain on the fair valuation of the Cboe Canada listed Gold Linked Notes (Gold Notes) of $26.2 million compared to a loss of $8.5 million in the prior quarter. The revaluation gain in Q2 2026 primarily related to the decrease in gold price. The valuation of the Gold Notes incorporates credit spreads, risk-free rates, volatility, and gold future prices.
Foreign exchange loss in Q2 2026 was $28.3 million unfavorable compared to Q1 2026, primarily due to the continued appreciation of the COP against the USD during the quarter, which resulted in higher translation losses on USD-denominated monetary balances held in COP-functional entities.
Income tax expense
Income tax expense decreased $16.7 million compared to Q1 2026, primarily reflecting lower taxable income from mining operations driven by lower realized gold prices and slightly lower gold ounces sold.
Q2 2026 compared to Q2 2025
Operating Variances
Revenue increased $126.8 million, or 62%, to $330.2 million in Q2 2026 from $203.5 million in Q2 2025, driven by a 36% increase in the average realized gold price, contributing $84.3 million, combined with an 18% increase in gold ounces sold, which contributed a further $36.4 million. By-product revenue also increased $6.1 million, reflecting increased volumes and stronger metal prices.
Cost of sales and social contributions increased $46.3 million, or 47%, to $145.8 million in Q2 2026 from $99.5 million in Q2 2025, primarily reflecting higher mining and processing costs at Segovia and Marmato due to an increase in tonnes mined and processed at both operations, together with a 14% appreciation of the COP against the U.S. dollar during the period, and higher gold-price-linked CMP mill feed purchases at Segovia ($9.8 million). Royalties across both operations increased $7.1 million in line with higher realized gold prices and sales volumes, and social contributions increased $3.5 million in line with higher realized gold prices and gold sales volumes.
Corporate Variances
The Company recognized a share-based compensation recovery of $0.8 million in Q2 2026 compared to an expense of $8.1 million in Q2 2025. As described above, Q2 2026 reflected a lower revaluation expense for PSUs and DSUs due to a lower share price appreciation than in the prior year quarter.
Non-operating Variances
The fair-value-loss relating to the listed Warrants in Q2 2025 had no corresponding impact in Q2 2026 following the exercise and expiry of all outstanding ARIS.WT.A Listed Warrants on July 29, 2025. The warrants were classified as a financial liability and marked to market through profit and loss, with the valuation driven primarily by changes in the Company’s share price.
In Q2 2026, the Company recognized a gain on the fair valuation of the Gold Notes of $26.2 million compared to a loss of $6.3 million in the prior year quarter. As described above, the revaluation gain in Q2 2026 primarily related to the decrease in gold price.
Foreign exchange loss in Q2 2026 was $32.7 million unfavorable compared to Q2 2025, primarily due to the continued appreciation of the COP against the USD, which strengthened approximately 14% during the quarter, resulting in higher translation losses on USD-denominated monetary balances held in COP-functional entities.
Income tax expense
Income tax expense increased $18.1 million compared to Q2 2025, primarily reflecting higher taxable income from mining operations driven by higher realized gold prices and increased gold ounces sold at both Segovia and Marmato.
Page | 12
Management's Discussion and Analysis For the three and six months ended June 30, 2026 and 2025 (all figures are expressed in thousands of United States Dollars, unless otherwise stated) | ||
H1 2026 compared to H1 2025
Operating Variances
Revenue increased $341.7 million, or 95%, to $702.7 million in 2026 from $361.0 million in 2025, driven by a 52% increase in the average realized gold price, contributing $233.1 million, combined with a 27% increase in gold ounces sold, contributing $97.3 million. By-product and concentrate revenue also increased $11.3 million, reflecting the same increased volumes and stronger metal prices noted above.
Cost of sales and social contributions increased $112.0 million, or 60%, to $298.3 million in 2026 from $186.3 million in 2025, primarily reflecting higher mining and processing costs at Segovia and Marmato due to an increase in tonnes mined and processed at both operations, together with a 13% appreciation of the Colombian peso against the U.S. dollar during the period, and higher gold-price-linked CMP mill feed purchases at Segovia ($33.7 million). Royalties and social contributions across both operations increased $15.2 million and $12.5 million, respectively, in line with higher realized gold prices and sales volumes.
Depreciation and depletion in 2026 were $10.9 million higher than in 2025, primarily due to a 31% increase in gold production as the expense reflects the units-of-production depletion method applied across operations as well as a higher depletable cost base following continued sustaining capital investment and the commissioning of the second mill at Segovia in June 2025.
Corporate Variances
Share-based compensation expense decreased $5.1 million compared to H1 2025, primarily due to the revaluation of outstanding PSUs and DSUs reflecting the Company's strong share price performance during 2025.
Non-operating Variances
The fair-value-loss relating to the listed Warrants in 2025 had no corresponding impact in 2026 following the exercise and expiry of all outstanding ARIS.WT.A Listed Warrants on July 29, 2025. The warrants were classified as a financial liability and marked to market through profit and loss, with the valuation driven primarily by changes in the Company’s share price.
In H1 2026, the Company recognized a gain on the fair valuation of the Gold Notes of $17.7 million compared to a loss of $11.4 million in the prior year. The revaluation gain in 2026 primarily related to the decrease in gold price.
Foreign exchange loss in H1 2026 was $51.5 million, which was unfavorable compared to H1 2025, primarily due to the continued appreciation of the COP against the USD, which strengthened 13% in the current year, resulting in higher translation losses on USD-denominated monetary balances held in COP-functional entities.
Income tax expense
Income tax expense for H1 2026 increased by $64.2 million compared to H1 2025, reflecting higher taxable income due to higher income from mining operations.
Page | 13
Management's Discussion and Analysis For the three and six months ended June 30, 2026 and 2025 (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 Segovia, Marmato, and the remaining $42.0 million milestone payment from Wheaton Precious Metals International (WPMI), the Company expects to have 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, 2026, the Company held a working capital surplus, calculated as current assets minus current liabilities, of $267.7 million (December 31, 2025 - $232.2 million) which was underpinned by a cash balance of $425.6 million which increased by $33.7 million in 2026. The increase primarily reflects strong operating cash flow, $40.0 million installment received under Marmato's precious metals stream financing following achievement of the 50% construction capital expenditure milestone, partially offset by continued investment in growth projects. Notably, the Company advanced construction of the new CIP processing facility at Marmato, and made debt service payments including scheduled interest on its Senior Notes as well as interest and premiums on its Gold Notes.
| Three months ended | Six months ended | |||||||||||||||||||||||||
| June 30, 2026 | March 31, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | ||||||||||||||||||||||
Net cash provided by operating activities | $ | 86,103 | $ | 158,810 | $ | 81,719 | $ | 244,913 | $ | 128,480 | ||||||||||||||||
| Net cash used in investing activities | (115,035) | (77,321) | (47,320) | (192,356) | (107,884) | |||||||||||||||||||||
| Net cash provided by (used in) financing activities | (19,198) | (2,095) | 35,009 | (21,293) | 35,340 | |||||||||||||||||||||
| Impact of foreign exchange on cash and cash equivalents | 1,600 | 814 | 925 | 2,414 | 1,693 | |||||||||||||||||||||
| Increase (decrease) in cash and cash equivalents | (46,530) | 80,208 | 70,333 | 33,678 | 57,629 | |||||||||||||||||||||
| Cash and cash equivalents, beginning of period | 472,082 | 391,874 | 239,831 | 391,874 | 252,535 | |||||||||||||||||||||
| Cash and cash equivalents, end of period | $ | 425,552 | $ | 472,082 | $ | 310,164 | $ | 425,552 | $ | 310,164 | ||||||||||||||||
Summary of Quarterly Results
For the three months ended, | |||||||||||||||||||||||||||||
| Jun 30, 2026 | Mar 31, 2026 | Dec 31, 2025 | Sep 30, 2025 | Jun 30, 2025 | Mar 31, 2025 | Dec 31, 2024 | Sep 30, 2024 | ||||||||||||||||||||||
Gold produced (ounces) | 73,710 | 74,339 | 69,852 | 73,236 | 58,652 | 54,763 | 57,364 | 53,608 | |||||||||||||||||||||
| Gold sold (ounces) | 72,124 | 74,843 | 71,717 | 73,001 | 61,024 | 54,281 | 56,334 | 53,769 | |||||||||||||||||||||
| Revenue | 330,227 | 372,479 | 308,565 | 258,115 | 203,456 | 157,528 | 151,076 | 134,723 | |||||||||||||||||||||
| Income from mining operations | 167,084 | 203,731 | 158,065 | 122,740 | 91,991 | 59,985 | 54,129 | 37,982 | |||||||||||||||||||||
| EBITDA | 162,538 | 181,943 | 120,406 | 96,506 | 31,546 | 39,655 | 66,602 | 27,764 | |||||||||||||||||||||
| Adjusted EBITDA | 178,588 | 212,074 | 167,996 | 131,069 | 98,733 | 66,613 | 55,575 | 43,039 | |||||||||||||||||||||
| Net earnings (loss) attributable to the Owners of the Company | 94,243 | 97,614 | 50,863 | 42,011 | (16,897) | 2,368 | 21,687 | (2,074) | |||||||||||||||||||||
| Adjusted net earnings (loss) | 96,327 | 123,688 | 94,097 | 71,842 | 47,762 | 27,227 | 24,659 | 13,092 | |||||||||||||||||||||
| Earnings (loss) per share – basic ($/share) | 0.46 | 0.47 | 0.25 | 0.21 | (0.09) | 0.01 | 0.13 | (0.01) | |||||||||||||||||||||
| Earnings (loss) per share – diluted ($/share) | 0.45 | 0.47 | 0.25 | 0.21 | (0.09) | 0.01 | 0.02 | (0.01) | |||||||||||||||||||||
| Adjusted earnings per share - basic ($/share) | 0.47 | 0.60 | 0.46 | 0.36 | 0.27 | 0.16 | 0.14 | 0.08 | |||||||||||||||||||||
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 include 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 and DSUs) there were no material related party transactions.
Page | 14
Management's Discussion and Analysis For the three and six months ended June 30, 2026 and 2025 (all figures are expressed in thousands of United States Dollars, unless otherwise stated) | ||
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 that are recorded on the consolidated balance sheet at fair value. Financial liabilities classified or designated at fair value through profit or loss, including the Gold Notes, are measured at fair value at each reporting date, with changes in fair value recognized in profit or loss, except for changes attributable to the Company’s own credit risk, which are recognized in other comprehensive income.
Aris Mining Holdings Corp. (Aris Holdings), a wholly-owned subsidiary of the Company, has Gold Notes that trade on the Cboe Canada under the symbol “AMNG.NT.U” as described in note 11 of the 2025 annual financial statements. As of June 30, 2026, the outstanding principal value is $19.6 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 amount by which the London Bullion Market Association Gold Price on the measurement date exceeds the floor price of $1,400. The Company has 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 17 in our 2025 audited annual consolidated financial statements.
Contractual Obligations and Commitments
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, 2026. In addition to other commitments already disclosed, the Company’s undiscounted commitments including interest and premiums at June 30, 2026 are as follows:
| Less than 1 year | 1 to 3 years | 4 to 5 years | Over 5 years | Total | |||||||||||||
Trade, tax and other payables1 | $ | 214,160 | $ | — | $ | — | $ | — | $ | 214,160 | |||||||
Reclamation and closure costs | 714 | 2,495 | — | 57,831 | 61,040 | ||||||||||||
Lease payments | 1,629 | 4,197 | 1,446 | 1,364 | 8,636 | ||||||||||||
Gold Notes | 48,049 | 11,311 | — | — | 59,360 | ||||||||||||
Senior Unsecured Notes | 36,000 | 540,000 | — | — | 576,000 | ||||||||||||
Other contractual commitments2 | 35,667 | 14,373 | 9,608 | — | 59,648 | ||||||||||||
Total | $ | 336,219 | $ | 572,376 | $ | 11,054 | $ | 59,195 | $ | 978,844 | |||||||
1.As presented in the Interim Financial Statements for the period ended June 30, 2026.
2.Includes binding commitments for capital and operating purchase obligations that the Company has entered into as at June 30, 2026.
Aris Mining’s gold and silver production from Marmato and future production from the Toroparu Project are subject to the terms of streaming agreements with WPMI.
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, 2026.
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.
Page | 15
Management's Discussion and Analysis For the three and six months ended June 30, 2026 and 2025 (all figures are expressed in thousands of United States Dollars, unless otherwise stated) | ||
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.
Outstanding Share Data
As at the date of this MD&A, the Company has 206.4 million common shares issued and outstanding and 4.1 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 Soto Norte.
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 and All-in sustaining 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 cash flow from its mining operations. Management uses this metric as an important tool to monitor operating costs. This measure is intended to be reflective of the total cash cost associated with operating in Colombia.
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 greater transparency regarding the total period cost of producing an ounce of gold and may assist in comparisons 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.
Page | 16
Management's Discussion and Analysis For the three and six months ended June 30, 2026 and 2025 (all figures are expressed in thousands of United States Dollars, unless otherwise stated) | ||
Total cash costs & All-in sustaining costs
Reconciliation of total cash costs and all-in sustaining costs to the most directly comparable financial measure disclosed in the Interim Financial Statements.
For the three months ended, | Six months ended | |||||||||||||||||||||||||
| Segovia | June 30, 2026 | March 31, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | |||||||||||||||||||||
| Total gold sold (ounces) | 62,762 | 67,709 | 53,751 | 130,471 | 101,141 | |||||||||||||||||||||
Cost of sales1 | 110,226 | 116,108 | 76,719 | 226,334 | 143,810 | |||||||||||||||||||||
Less: royalties1 | (10,741) | (11,139) | (5,539) | (21,880) | (10,058) | |||||||||||||||||||||
Add: by-product revenue1 | (8,703) | (7,449) | (2,798) | (16,152) | (5,871) | |||||||||||||||||||||
| Total cash costs | 90,782 | 97,520 | 68,382 | 188,302 | 127,881 | |||||||||||||||||||||
| Cash cost per ounce sold | $ | 1,446 | $ | 1,440 | $ | 1,272 | $ | 1,443 | $ | 1,264 | ||||||||||||||||
Add: royalties1 | 10,741 | 11,139 | 5,539 | 21,880 | 10,058 | |||||||||||||||||||||
Add: social contributions1 | 8,661 | 12,358 | 5,177 | 21,019 | 9,238 | |||||||||||||||||||||
| Add: sustaining capital expenditures | 13,864 | 11,356 | 10,861 | 25,220 | 16,717 | |||||||||||||||||||||
| Add: sustaining lease payments | 609 | 561 | 423 | 1,170 | 903 | |||||||||||||||||||||
| Total AISC | 124,657 | 132,934 | 90,382 | 257,591 | 164,797 | |||||||||||||||||||||
| AISC per ounce sold | $ | 1,986 | $ | 1,963 | $ | 1,681 | $ | 1,974 | $ | 1,629 | ||||||||||||||||
| Marmato | ||||||||||||||||||||||||||
| Total gold sold (ounces) | 9,362 | 7,134 | 7,273 | 16,496 | 14,164 | |||||||||||||||||||||
Cost of sales1 | 26,542 | 23,096 | 17,255 | 49,638 | 32,639 | |||||||||||||||||||||
Less: royalties1 | (3,938) | (3,332) | (2,044) | (7,270) | (3,884) | |||||||||||||||||||||
Add: by-product revenue1 | (123) | (306) | (427) | (429) | (740) | |||||||||||||||||||||
| Total cash costs | 22,481 | 19,458 | 14,784 | 41,939 | 28,015 | |||||||||||||||||||||
Add: royalties1 | 3,938 | 3,332 | 2,044 | 7,270 | 3,884 | |||||||||||||||||||||
Add: social contributions1 | 392 | 940 | 385 | 1,332 | 658 | |||||||||||||||||||||
| Add: sustaining capital expenditures | 1,791 | 1,481 | 1,426 | 3,272 | 2,159 | |||||||||||||||||||||
| Total AISC | 28,602 | 25,211 | 18,639 | 53,813 | 34,716 | |||||||||||||||||||||
| Consolidated | ||||||||||||||||||||||||||
| Total gold sold (ounces) | 72,124 | 74,843 | 61,024 | 146,967 | 115,305 | |||||||||||||||||||||
Cost of sales1 | 136,768 | 139,204 | 93,974 | 275,972 | 176,449 | |||||||||||||||||||||
Less: royalties1 | (14,679) | (14,471) | (7,583) | (29,150) | (13,942) | |||||||||||||||||||||
Add: by-product revenue1 | (8,826) | (7,755) | (3,225) | (16,581) | (6,611) | |||||||||||||||||||||
| Total cash costs | 113,263 | 116,978 | 83,166 | 230,241 | 155,896 | |||||||||||||||||||||
Add: royalties1 | 14,679 | 14,471 | 7,583 | 29,150 | 13,942 | |||||||||||||||||||||
Add: social contributions1 | 9,053 | 13,298 | 5,562 | 22,351 | 9,896 | |||||||||||||||||||||
| Add: sustaining capital expenditures | 15,655 | 12,837 | 12,287 | 28,492 | 18,876 | |||||||||||||||||||||
| Add: sustaining lease payments | 609 | 561 | 423 | 1,170 | 903 | |||||||||||||||||||||
| Total AISC | 153,259 | 158,145 | 109,021 | 311,404 | 199,513 | |||||||||||||||||||||
1.As presented in the Interim Financial Statements and notes thereto for the respective periods
Page | 17
Management's Discussion and Analysis For the three and six months ended June 30, 2026 and 2025 (all figures are expressed in thousands of United States Dollars, unless otherwise stated) | ||
Reconciliation of cash costs and all-in sustaining costs by business unit at Segovia to the costs as disclosed above.
For the three months ended, | Six months ended | |||||||||||||||||||||||||
Segovia - Owner Mining | June 30, 2026 | March 31, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | |||||||||||||||||||||
| Total gold sold (ounces) | 41,520 | 45,789 | 32,685 | 87,309 | 59,648 | |||||||||||||||||||||
Cost of sales1 | 61,207 | 54,857 | 39,532 | 116,064 | 74,331 | |||||||||||||||||||||
Less: royalties1 | (7,415) | (7,805) | (3,605) | (15,220) | (6,388) | |||||||||||||||||||||
Add: by-product revenue1 | (5,771) | (5,037) | (1,714) | (10,808) | (3,462) | |||||||||||||||||||||
| Total cash costs | 48,021 | 42,015 | 34,213 | 90,036 | 64,481 | |||||||||||||||||||||
| Cash cost per ounce sold | $ | 1,157 | $ | 918 | $ | 1,047 | $ | 1,031 | $ | 1,081 | ||||||||||||||||
Add: royalties1 | 7,415 | 7,805 | 3,605 | 15,220 | 6,388 | |||||||||||||||||||||
Add: social contributions1 | 5,961 | 8,660 | 3,366 | 14,621 | 5,868 | |||||||||||||||||||||
| Add: sustaining capital expenditures | 11,340 | 9,274 | 8,088 | 20,614 | 12,005 | |||||||||||||||||||||
| Add: sustaining lease payments | 609 | 561 | 423 | 1,170 | 903 | |||||||||||||||||||||
| Total AISC | 73,346 | 68,315 | 49,695 | 141,661 | 89,645 | |||||||||||||||||||||
| AISC per ounce sold | $ | 1,767 | $ | 1,492 | $ | 1,520 | $ | 1,623 | $ | 1,503 | ||||||||||||||||
Segovia - CMPs | ||||||||||||||||||||||||||
| Total gold sold (ounces) | 21,242 | 21,920 | 21,066 | 43,162 | 41,493 | |||||||||||||||||||||
Cost of sales1 | 49,019 | 61,251 | 37,187 | 110,270 | 69,479 | |||||||||||||||||||||
Less: royalties1 | (3,326) | (3,334) | (1,934) | (6,660) | (3,670) | |||||||||||||||||||||
Add: by-product revenue1 | (2,932) | (2,412) | (1,084) | (5,344) | (2,409) | |||||||||||||||||||||
| Total cash costs | 42,761 | 55,505 | 34,169 | 98,266 | 63,400 | |||||||||||||||||||||
| Cash cost per ounce sold | $ | 2,013 | $ | 2,532 | $ | 1,622 | $ | 2,277 | $ | 1,528 | ||||||||||||||||
Add: royalties1 | 3,326 | 3,334 | 1,934 | 6,660 | 3,670 | |||||||||||||||||||||
Add: social contributions1 | 2,700 | 3,698 | 1,811 | 6,398 | 3,370 | |||||||||||||||||||||
| Add: sustaining capital expenditures | 2,524 | 2,082 | 2,773 | 4,606 | 4,712 | |||||||||||||||||||||
| Total AISC | 51,311 | 64,619 | 40,687 | 115,930 | 75,152 | |||||||||||||||||||||
| AISC per ounce sold | $ | 2,415 | $ | 2,948 | $ | 1,931 | $ | 2,686 | $ | 1,811 | ||||||||||||||||
Segovia - Combined | ||||||||||||||||||||||||||
| Total gold sold (ounces) | 62,762 | 67,709 | 53,751 | 130,471 | 101,141 | |||||||||||||||||||||
Cost of sales1 | 110,226 | 116,108 | 76,719 | 226,334 | 143,810 | |||||||||||||||||||||
Less: royalties1 | (10,741) | (11,139) | (5,539) | (21,880) | (10,058) | |||||||||||||||||||||
Add: by-product revenue1 | (8,703) | (7,449) | (2,798) | (16,152) | (5,871) | |||||||||||||||||||||
| Total cash costs | 90,782 | 97,520 | 68,382 | 188,302 | 127,881 | |||||||||||||||||||||
| Cash cost per ounce sold | $ | 1,446 | $ | 1,440 | $ | 1,272 | $ | 1,443 | $ | 1,264 | ||||||||||||||||
Add: royalties1 | 10,741 | 11,139 | 5,539 | 21,880 | 10,058 | |||||||||||||||||||||
Add: social contributions1 | 8,661 | 12,358 | 5,177 | 21,019 | 9,238 | |||||||||||||||||||||
| Add: sustaining capital expenditures | 13,864 | 11,356 | 10,861 | 25,220 | 16,717 | |||||||||||||||||||||
| Add: sustaining lease payments | 609 | 561 | 423 | 1,170 | 903 | |||||||||||||||||||||
| Total AISC | 124,657 | 132,934 | 90,382 | 257,591 | 164,797 | |||||||||||||||||||||
| AISC per ounce sold | $ | 1,986 | $ | 1,963 | $ | 1,681 | $ | 1,974 | $ | 1,629 | ||||||||||||||||
1.As presented in the Interim Financial Statements and notes thereto for the respective periods
Page | 18
Management's Discussion and Analysis For the three and six months ended June 30, 2026 and 2025 (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 Segovia disclosed below.
| Three months ended | Six months ended | |||||||||||||||||||||||||
| ($’000) | June 30, 2026 | March 31, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | |||||||||||||||||||||
Gold revenue1 | 281,764 | 331,611 | 177,551 | 613,375 | 312,861 | |||||||||||||||||||||
| All-in sustaining costs | 124,657 | 132,934 | 90,382 | 257,591 | 164,797 | |||||||||||||||||||||
| AISC margin ($) | 157,107 | 198,677 | 87,169 | 355,784 | 148,064 | |||||||||||||||||||||
| AISC margin (%) | 56% | 60% | 49% | 58% | 47% | |||||||||||||||||||||
1.As presented in the Interim Financial Statements and notes thereto for the respective periods
Trailing 12-months AISC margin
| Three months ended | Trailing 12 Months | |||||||||||||||||||
| ($’000) | June 30, 2026 | March 31, 2026 | December 31, 2025 | September 30, 2025 | June 30, 2026 | |||||||||||||||
Gold revenue1 | 281,764 | 331,611 | 273,127 | 229,116 | 1,115,618 | |||||||||||||||
| All-in sustaining costs | 124,657 | 132,934 | 121,863 | 107,606 | 487,060 | |||||||||||||||
| AISC margin ($) | 157,107 | 198,677 | 151,264 | 121,510 | 628,558 | |||||||||||||||
| AISC margin (%) | 56% | 60% | 55 | % | 53% | 56% | ||||||||||||||
1.As presented in the Interim 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 Interim Financial Statements.
| Three months ended | Six months ended | |||||||||||||||||||||||||
| ($’000) | June 30, 2026 | March 31, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | |||||||||||||||||||||
| Sustaining capital | ||||||||||||||||||||||||||
| Segovia | 13,864 | 11,356 | 10,861 | 25,220 | 16,717 | |||||||||||||||||||||
| Marmato | 1,791 | 1,481 | 1,426 | 3,272 | 2,159 | |||||||||||||||||||||
| Total sustaining capital | 15,655 | 12,837 | 12,287 | 28,492 | 18,876 | |||||||||||||||||||||
| Non-sustaining capital | ||||||||||||||||||||||||||
| Marmato | 76,290 | 47,031 | 23,628 | 123,321 | 53,289 | |||||||||||||||||||||
| Segovia | 17,279 | 5,454 | 6,930 | 22,733 | 13,298 | |||||||||||||||||||||
| Soto Norte Project | 5,576 | 3,445 | 3,446 | 9,021 | 8,016 | |||||||||||||||||||||
| Toroparu Project | 5,939 | 5,321 | 2,741 | 11,260 | 5,152 | |||||||||||||||||||||
| Total expansion and growth capital | 105,084 | 61,251 | 36,745 | 166,335 | 79,755 | |||||||||||||||||||||
Additions to mining interest, plant and equipment1 | 120,739 | 74,088 | 49,032 | 194,827 | 98,631 | |||||||||||||||||||||
Page | 19
Management's Discussion and Analysis For the three and six months ended June 30, 2026 and 2025 (all figures are expressed in thousands of United States Dollars, unless otherwise stated) | ||
Free cash flow
Operating free cash flow after sustaining capital and taxes paid and free cash flow after growth and expansion capital are non-GAAP financial measures and are common performance metrics in the gold mining industry; however, they have no standardized meaning under IFRS and may not be comparable to similar measures presented by other issuers.
Operating free cash flow after sustaining capital and taxes paid is calculated as net cash provided by operating activities, adjusted to exclude certain non-recurring or non-operating items, less sustaining capital expenditures and sustaining lease payments. Free cash flow after growth and expansion capital is calculated as operating free cash flow after sustaining capital and taxes paid less growth and expansion capital expenditures.
Aris Mining believes that these measures provide investors and analysts with useful information about the Company’s ability to generate cash from its mining operations after maintaining its asset base, and its capacity to fund growth initiatives, reduce debt, strengthen liquidity, or return capital to shareholders. Management uses these measures as key internal indicators of financial performance and capital discipline. These measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures prepared in accordance with IFRS, including net cash provided by operating activities as reported in the consolidated statement of cash flows.
| Three months ended | Six months ended | |||||||||||||||||||||||||
| ($’000) | June 30, 2026 | March 31, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | |||||||||||||||||||||
Operating cash flows before taxes1 | 199,189 | 184,981 | 123,963 | 384,170 | 175,845 | |||||||||||||||||||||
| Adjusting Items: | ||||||||||||||||||||||||||
Precious metal stream deposit settled (received)1 | — | (40,016) | — | (40,016) | — | |||||||||||||||||||||
Finance income1 | (4,166) | (3,383) | (3,474) | (7,549) | (5,810) | |||||||||||||||||||||
Impact of FX on cash and cash equivalents1 | 1,600 | 814 | 925 | 2,414 | 1,693 | |||||||||||||||||||||
| Adjusted operating cash flows before taxes | 196,623 | 142,396 | 121,414 | 339,019 | 171,728 | |||||||||||||||||||||
Less: Income taxes paid1 | (113,086) | (26,171) | (42,244) | (139,257) | (47,365) | |||||||||||||||||||||
| Adjusted net cash provided by operating activities | 83,537 | 116,225 | 79,170 | 199,762 | 124,363 | |||||||||||||||||||||
| Less: Sustaining capital | (15,655) | (12,837) | (12,287) | (28,492) | (18,876) | |||||||||||||||||||||
| Less: Sustaining lease payments | (609) | (561) | (423) | (1,170) | (903) | |||||||||||||||||||||
| Operating free cash flow after sustaining capital and taxes paid | 67,273 | 102,827 | 66,460 | 170,100 | 104,584 | |||||||||||||||||||||
| Less: Growth and expansion capital | (105,084) | (61,251) | (36,745) | (166,335) | (79,755) | |||||||||||||||||||||
| Free cash flow after growth and expansion capital | (37,811) | 41,576 | 29,715 | 3,765 | 24,829 | |||||||||||||||||||||
1. As presented in the Interim Financial Statements and notes thereto for the respective periods
Page | 20
Management's Discussion and Analysis For the three and six months ended June 30, 2026 and 2025 (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 Interim Financial Statements.
| Three months ended | Six months ended | |||||||||||||||||||||||||
| ($000s except share amount) | June 30, 2026 | March 31, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | |||||||||||||||||||||
Basic weighted average shares outstanding1 | 206,398,410 | 205,967,201 | 179,836,208 | 206,183,995 | 175,752,115 | |||||||||||||||||||||
Net income (loss) attributable to Owners of the Company1 | 94,243 | 97,614 | (16,897) | 191,857 | (14,529) | |||||||||||||||||||||
| Add back: | ||||||||||||||||||||||||||
Share-based compensation1 | (809) | 7,602 | 8,136 | 6,793 | 11,920 | |||||||||||||||||||||
(Income) loss from equity accounting in investee1 | — | — | — | — | 14 | |||||||||||||||||||||
(Gain) loss on financial instruments1 | (26,548) | 1,762 | 50,737 | (24,786) | 67,365 | |||||||||||||||||||||
Other (income) expense1 | 3,505 | 9,177 | 1,090 | 12,682 | 1,625 | |||||||||||||||||||||
Foreign exchange (gain) loss1 | 39,902 | 11,590 | 7,224 | 51,492 | 13,221 | |||||||||||||||||||||
| Income tax effect on adjustments | (13,966) | (4,057) | (2,528) | (18,023) | (4,627) | |||||||||||||||||||||
| Adjusted net earnings | 96,327 | 123,688 | 47,762 | 220,015 | 74,989 | |||||||||||||||||||||
| Per share – basic ($/share) | 0.47 | 0.60 | 0.27 | 1.07 | 0.43 | |||||||||||||||||||||
1.As presented in the Interim Financial Statements and notes thereto for the respective periods
Trailing 12-months Adjusted net earnings and Adjusted net earnings per share
| Three months ended | Trailing 12 Months | |||||||||||||||||||
| ($000s except share amount) | June 30, 2026 | March 31, 2026 | December 31, 2025 | September 30, 2025 | June 30, 2026 | |||||||||||||||
Basic weighted average shares outstanding1 | 206,398,410 | 205,967,201 | 203,245,172 | 199,171,052 | 203,675,621 | |||||||||||||||
Net income (loss) attributable to Owners of the Company1 | 94,243 | 97,614 | 50,863 | 42,011 | 284,731 | |||||||||||||||
| Add back: | ||||||||||||||||||||
Share-based compensation1 | (809) | 7,602 | 20,663 | 9,497 | 36,953 | |||||||||||||||
(Income) loss from equity accounting in investee1 | — | — | (14) | — | (14) | |||||||||||||||
(Gain) loss on financial instruments1 | (26,548) | 1,762 | 3,058 | 6,385 | (15,343) | |||||||||||||||
Loss on disposal of Juby Project1 | — | — | — | 3,200 | 3,200 | |||||||||||||||
Loss on termination of Soto Norte Project Precious Metals Purchase Agreement1 | — | — | 4,990 | — | 4,990 | |||||||||||||||
Other (income) expense1 | 3,505 | 9,177 | 6,447 | 1,961 | 21,090 | |||||||||||||||
Foreign exchange (gain) loss1 | 39,902 | 11,590 | 12,446 | 13,520 | 77,458 | |||||||||||||||
| Income tax effect on adjustments | (13,966) | (4,057) | (4,356) | (4,732) | (27,111) | |||||||||||||||
| Adjusted net earnings | 96,327 | 123,688 | 94,097 | 71,842 | 385,954 | |||||||||||||||
| Per share – basic ($/share) | 0.47 | 0.60 | 0.46 | 0.36 | 1.89 | |||||||||||||||
1.As presented in the Interim Financial Statements and notes thereto for the respective periods
Page | 21
Management's Discussion and Analysis For the three and six months ended June 30, 2026 and 2025 (all figures are expressed in thousands of United States Dollars, unless otherwise stated) | ||
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 Interim Financial Statements.
| Three months ended | Six months ended | |||||||||||||||||||||||||
| June 30, 2026 | March 31, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | ||||||||||||||||||||||
Earnings before Income tax1 | 141,579 | 161,672 | 12,258 | 303,251 | 33,478 | |||||||||||||||||||||
| Add back: | ||||||||||||||||||||||||||
Depreciation and depletion1 | 17,322 | 16,246 | 11,929 | 33,568 | 22,663 | |||||||||||||||||||||
Finance income1 | (4,166) | (3,383) | (3,474) | (7,549) | (5,810) | |||||||||||||||||||||
Finance costs1 | 7,803 | 7,408 | 10,833 | 15,211 | 20,870 | |||||||||||||||||||||
| EBITDA | 162,538 | 181,943 | 31,546 | 344,481 | 71,201 | |||||||||||||||||||||
| Add back: | ||||||||||||||||||||||||||
Share-based compensation1 | (809) | 7,602 | 8,136 | 6,793 | 11,920 | |||||||||||||||||||||
Income from associates1 | — | — | — | — | 14 | |||||||||||||||||||||
(Gain) loss on financial instruments1 | (26,548) | 1,762 | 50,737 | (24,786) | 67,365 | |||||||||||||||||||||
Other Income (expenses)1 | 3,505 | 9,177 | 1,090 | 12,682 | 1,625 | |||||||||||||||||||||
Foreign exchange (gain) loss1 | 39,902 | 11,590 | 7,224 | 51,492 | 13,221 | |||||||||||||||||||||
| Adjusted EBITDA | 178,588 | 212,074 | 98,733 | 390,662 | 165,346 | |||||||||||||||||||||
1.As presented in the Interim Financial Statements and notes thereto for the respective periods
Trailing 12-months EBITDA and Adjusted EBITDA
| Three months ended | Trailing 12 Months | |||||||||||||||||||
| June 30, 2026 | March 31, 2026 | December 31, 2025 | September 30, 2025 | June 30, 2026 | ||||||||||||||||
Earnings before Income tax1 | 141,579 | 161,672 | 97,519 | 76,094 | 476,864 | |||||||||||||||
| Add back: | ||||||||||||||||||||
Depreciation and depletion1 | 17,322 | 16,246 | 16,809 | 13,459 | 63,836 | |||||||||||||||
Finance income1 | (4,166) | (3,383) | (4,353) | (2,437) | (14,339) | |||||||||||||||
Finance costs1 | 7,803 | 7,408 | 10,431 | 9,390 | 35,032 | |||||||||||||||
| EBITDA | 162,538 | 181,943 | 120,406 | 96,506 | 561,393 | |||||||||||||||
| Add back: | ||||||||||||||||||||
Share-based compensation1 | (809) | 7,602 | 20,663 | 9,497 | 36,953 | |||||||||||||||
Income from associates1 | — | — | (14) | — | (14) | |||||||||||||||
(Gain) loss on financial instruments1 | (26,548) | 1,762 | 3,058 | 6,385 | (15,343) | |||||||||||||||
Loss on disposal of Juby Project1 | — | — | — | 3,200 | 3,200 | |||||||||||||||
Loss on termination of Soto Norte Project Precious Metals Purchase Agreement1 | — | — | 4,990 | — | 4,990 | |||||||||||||||
Other Income (expenses)1 | 3,505 | 9,177 | 6,447 | 1,961 | 21,090 | |||||||||||||||
Foreign exchange (gain) loss1 | 39,902 | 11,590 | 12,446 | 13,520 | 77,458 | |||||||||||||||
| Adjusted EBITDA | 178,588 | 212,074 | 167,996 | 131,069 | 689,727 | |||||||||||||||
1.As presented in the Interim Financial Statements and notes thereto for the respective periods
Page | 22
Management's Discussion and Analysis For the three and six months ended June 30, 2026 and 2025 (all figures are expressed in thousands of United States Dollars, unless otherwise stated) | ||
Accounting Matters
Basis for preparation and accounting policies
The Company’s consolidated financial statements have been prepared in accordance with IFRS as issued by the International Accounting Standards Board (IASB). Details of the material accounting policies for significant (or potentially significant) areas that have had an impact (or may have an impact in future periods) on the Company’s financial statements are disclosed in note 3 of the Company’s consolidated financial statements for the years ended December 31, 2025 and 2024.
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 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, 2025 dated as of March 11, 2026, which is available on www.aris-mining.com, under the Company's profile on SEDAR+ at www.sedarplus.ca and in its filings 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, 2026, 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 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.
Page | 23
Management's Discussion and Analysis For the three and six months ended June 30, 2026 and 2025 (all figures are expressed in thousands of United States Dollars, unless otherwise stated) | ||
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.
Mineral Reserves and Mineral Resources
| Property | Proven | Probable | Proven & Probable | ||||||||||||||||||||||||||
| Tonnes (kt) | Gold Grade (g/t) | Contained Gold (koz) | Tonnes (kt) | Gold Grade (g/t) | Contained Gold (koz) | Tonnes (kt) | Gold Grade (g/t) | Contained Gold (koz) | |||||||||||||||||||||
Marmato | 2,196 | 4.31 | 304 | 29,082 | 3.08 | 2,874 | 31,277 | 3.16 | 3,178 | ||||||||||||||||||||
Soto Norte | 2,600 | 8.78 | 734 | 17,700 | 6.72 | 3,824 | 20,300 | 7.00 | 4,569 | ||||||||||||||||||||
Segovia | 1,708 | 9.92 | 545 | 2,659 | 11.21 | 958 | 4,367 | 10.70 | 1,503 | ||||||||||||||||||||
Total | 1,583 | 7,656 | 5.14 | 9,250 | |||||||||||||||||||||||||
Notes: Totals may not add due to rounding. Mineral reserves were estimated using a gold price of US$1,500 per ounce at Marmato, US$2,200 at Soto Norte, and US$2,800 at Segovia. The mineral reserve effective dates are June 30, 2022 at Marmato, August 18, 2025 at Soto Norte, and November 28, 2025 at Segovia. This disclosure of mineral reserve estimates has been approved by Pamela De Mark, P.Geo, Senior Vice President Geology and Exploration of Aris Mining, who is a Qualified Person as defined by National Instrument 43-101.
| Property | Measured | Indicated | Measured & Indicated | Inferred | ||||||||||||||||||||||||||||||||||
| Tonnes (Mt) | Gold Grade (g/t) | Contained Gold (koz) | Tonnes (Mt) | Gold Grade (g/t) | Contained Gold (koz) | Tonnes (Mt) | Gold Grade (g/t) | Contained Gold (koz) | Tonnes (Mt) | Gold Grade (g/t) | Contained Gold (koz) | |||||||||||||||||||||||||||
Marmato | 2.8 | 6.04 | 545 | 58.7 | 2.89 | 5,452 | 61.5 | 3.03 | 5,997 | 35.6 | 2.43 | 2,787 | ||||||||||||||||||||||||||
| Soto Norte | 3.8 | 7.99 | 976 | 35.2 | 5.29 | 5,987 | 39.0 | 5.55 | 6,959 | 25.1 | 4.81 | 3,882 | ||||||||||||||||||||||||||
Segovia | 4.1 | 14.78 | 1,925 | 3.3 | 15.94 | 1,701 | 7.4 | 15.30 | 3,626 | 6.3 | 14.13 | 2,856 | ||||||||||||||||||||||||||
Toroparu | 48.5 | 1.31 | 2,038 | 78.4 | 1.30 | 3,272 | 126.9 | 1.30 | 5,310 | 22.9 | 1.60 | 1,177 | ||||||||||||||||||||||||||
Total | 5,484 | 16,412 | 21,892 | 10,702 | ||||||||||||||||||||||||||||||||||
Notes: Mineral resources are not mineral reserves and do not have demonstrated economic viability. Mineral resource estimates are reported inclusive of mineral reserves. Totals may not add due to rounding. Mineral resources were estimated using a gold price of US$1,700 per ounce at Marmato, US$2,600 at Soto Norte, US$3,200 at Segovia, and US$1,950 at Toroparu. The mineral resource effective dates are June 30, 2022 at Marmato, August 18, 2025 at Soto Norte, November 28, 2025 at Segovia, and October 21, 2025 at Toroparu. This disclosure of mineral resource estimates has been approved by Pamela De Mark, P.Geo, Senior Vice President Geology and Exploration of Aris Mining, who is a Qualified Person as defined by National Instrument 43-101.
Technical Disclosure
Unless otherwise indicated, the scientific disclosure and technical information included in this MD&A are based upon information included in the following documents and NI 43-101 compliant technical reports:
1.Technical report entitled “Technical Report for the Marmato Gold Mine, Caldas Department, Colombia, PFS of the Lower Mine Expansion Project” dated November 23, 2022 with an effective date of June 30, 2022, which is available for download on Aris Mining's website at www.aris-mining.com and on Aris Mining's SEDAR+ profile at www.sedarplus.ca and in Aris Mining's filings with the SEC at www.sec.gov.
2.Technical report entitled “NI 43-101 Technical Report Prefeasibility Study for the Soto Norte Project, Santander, Colombia”, dated September 3, 2025 with an effective date of August 18, 2025, which is available for download on Aris Mining's website at www.aris-mining.com and on Aris Mining’s SEDAR+ profile at www.sedarplus.ca and in Aris Mining's filings with the SEC at www.sec.gov.
3.Technical report entitled “NI 43-101 Technical Report for the Segovia Operations, Antioquia, Colombia” dated December 5, 2023 with an effective date of September 30, 2023, which is available for download on Aris Mining's website at www.aris-mining.com and on Aris Mining's SEDAR+ profile at www.sedarplus.ca and in Aris Mining's filings with the SEC at www.sec.gov.
4.Technical report entitled “Updated Mineral Resource Estimate NI 43-101 Technical Report Preliminary Economic Assessment for the Toroparu Project Cuyuni-Mazaruni Region, Guyana” dated October 28, 2025 with an effective date of October 21, 2025, which is available for download on Aris Mining's website at www.aris-mining.com and on Aris Mining's SEDAR+ profile at www.sedarplus.ca and in Aris Mining's filings with the SEC at www.sec.gov.
5.News release of Aris Mining dated January 8, 2026 and entitled “Aris Mining Expands High-Grade Segovia Reserve and Resource Estimates”.
Page | 24
Management's Discussion and Analysis For the three and six months ended June 30, 2026 and 2025 (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 annual gold production, 2026 guidance, the timeline for ramp up of production at Segovia, timeline for the construction of the CIP plant and production at the Bulk Mining Zone, the plans and timing of the Toroparu prefeasibility study including a potential construction decision, the economic analysis from the Soto Norte PFS and Toroparu PEA, the anticipated timeline for submission of the environmental license application in respect of the Soto Norte project, projected payments and obligations of the Company, the Company’s growth plans 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 potential objective to produce 1 million oz of gold annually, the Company’s anticipated business plans and strategies, financing sources, critical accounting estimates, risks and uncertainties and limitations of controls and procedures, the Company's mineral reserve and mineral resource estimates, the timing and outcome of permitting and licensing applications, statements made in the section entitled “Business Overview” regarding the Company’s projects and growth opportunities to increase annual gold production, as well as statements relating to the Company’s 2026 guidance and outlooks.
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, 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, 2025 and dated March 11, 2026 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 | 25
Management's Discussion and Analysis For the three and six months ended June 30, 2026 and 2025 (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 oriented 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 | 26
Condensed Consolidated Interim Financial Statements
For the three and six months ended June 30, 2026 and 2025
(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, 2026 | December 31, 2025 | |||||||||
| ASSETS | |||||||||||
| Current | |||||||||||
| Cash and cash equivalents | $ | 425,552 | $ | 391,874 | |||||||
| Gold in trust | 10b | 1,938 | 1,938 | ||||||||
| Trade and other receivables | 14b | 51,670 | 76,796 | ||||||||
| Inventories | 6 | 66,468 | 56,232 | ||||||||
| Other current assets | 17,245 | 9,822 | |||||||||
| 562,873 | 536,662 | ||||||||||
| Non-current | |||||||||||
| Cash in trust | 7,726 | 3,517 | |||||||||
| Mining interests, plant and equipment | 8 | 2,219,663 | 1,938,627 | ||||||||
| Other financial assets | 7 | 36,996 | 28,015 | ||||||||
| Other long-term assets | — | 159 | |||||||||
| Total assets | $ | 2,827,258 | $ | 2,506,980 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current | |||||||||||
| Accounts payable and accrued liabilities | 9 | $ | 153,772 | $ | 154,733 | ||||||
| Income tax payable | 60,388 | 77,309 | |||||||||
| Current portion of long-term debt | 10 | 51,025 | 53,684 | ||||||||
| Current portion of deferred revenue | 12 | 19,453 | 8,587 | ||||||||
| Current portion of provisions | 11 | 8,157 | 7,608 | ||||||||
| Current portion of lease obligations | 2,341 | 2,580 | |||||||||
| 295,136 | 304,501 | ||||||||||
| Non-current | |||||||||||
| Long-term debt | 10 | 447,960 | 465,778 | ||||||||
| Deferred revenue | 12 | 225,765 | 192,226 | ||||||||
| Provisions | 11 | 31,390 | 27,202 | ||||||||
| Deferred income taxes | 51,028 | 54,576 | |||||||||
| Lease obligations | 4,508 | 3,468 | |||||||||
| Other long-term liabilities | 6,047 | 13,169 | |||||||||
| Total liabilities | $ | 1,061,834 | $ | 1,060,920 | |||||||
| Equity | |||||||||||
| Share capital | 13a | $ | 1,173,085 | $ | 1,168,974 | ||||||
| Contributed surplus | 421,812 | 421,412 | |||||||||
| Accumulated other comprehensive income (loss) | 91,181 | (31,815) | |||||||||
| Retained earnings (deficit) | 79,346 | (112,511) | |||||||||
| Total equity | $ | 1,765,424 | $ | 1,446,060 | |||||||
| Total liabilities and equity | $ | 2,827,258 | $ | 2,506,980 | |||||||
Commitments and contingencies | Note 11d,14c | ||||
Approved by the Board of Directors and authorized for issue on July 29, 2026:
| "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 | 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue | 15 | $ | 330,227 | $ | 203,456 | $ | 702,706 | $ | 360,984 | ||||||||
| Cost of sales | 16 | (136,768) | (93,974) | (275,972) | (176,449) | ||||||||||||
| Depreciation and depletion | (17,322) | (11,929) | (33,568) | (22,663) | |||||||||||||
| Social contributions | (9,053) | (5,562) | (22,351) | (9,896) | |||||||||||||
| Income from mining operations | 167,084 | 91,991 | 370,815 | 151,976 | |||||||||||||
| General and administrative costs | (5,818) | (5,187) | (13,721) | (9,293) | |||||||||||||
| Share-based compensation recovery (expense) | 13h | 809 | (8,136) | (6,793) | (11,920) | ||||||||||||
| Other expenses | (3,505) | (1,090) | (12,682) | (1,639) | |||||||||||||
| Income from operations | 158,570 | 77,578 | 337,619 | 129,124 | |||||||||||||
| Gain (loss) on financial instruments | 18 | 26,548 | (50,737) | 24,786 | (67,365) | ||||||||||||
| Finance income | 4,166 | 3,474 | 7,549 | 5,810 | |||||||||||||
| Finance costs | 17 | (7,803) | (10,833) | (15,211) | (20,870) | ||||||||||||
| Foreign exchange loss | (39,902) | (7,224) | (51,492) | (13,221) | |||||||||||||
| Income before income tax | 141,579 | 12,258 | 303,251 | 33,478 | |||||||||||||
| Income tax (expense) recovery | |||||||||||||||||
| Current | (55,156) | (31,919) | (119,815) | (50,252) | |||||||||||||
| Deferred | 7,820 | 2,720 | 8,421 | 3,043 | |||||||||||||
| Net income (loss) | $ | 94,243 | $ | (16,941) | $ | 191,857 | $ | (13,731) | |||||||||
| Net income (loss) attributable to: | |||||||||||||||||
| Owners of the Company | $ | 94,243 | $ | (16,897) | $ | 191,857 | $ | (14,529) | |||||||||
| Non-controlling interest | — | (44) | — | 798 | |||||||||||||
| $ | 94,243 | $ | (16,941) | $ | 191,857 | $ | (13,731) | ||||||||||
Earnings (loss) per share attributable to owners of the Company – basic | 13i | $ | 0.46 | $ | (0.09) | $ | 0.93 | $ | (0.08) | ||||||||
| Weighted average number of outstanding common shares – basic | 206,398,410 | 179,836,208 | 206,183,995 | 175,752,115 | |||||||||||||
| Earnings (loss) per share attributable to owners of the Company – diluted | 13i | $ | 0.45 | $ | (0.09) | $ | 0.92 | $ | (0.08) | ||||||||
| Weighted average number of outstanding common shares – diluted | 209,387,971 | 179,836,208 | 209,181,886 | 175,752,115 | |||||||||||||
See accompanying notes to the Condensed Consolidated Interim Financial Statements.
Page | 3
Condensed Consolidated Interim Statements of Comprehensive Income (Loss) (Unaudited; Expressed in thousands of US dollars) | | ||||
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||
| Notes | 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net income (loss) | $ | 94,243 | $ | (16,941) | $ | 191,857 | $ | (13,731) | |||||||||
| Other comprehensive income (loss): | |||||||||||||||||
| Items that will not be reclassified to profit in subsequent periods: | |||||||||||||||||
Unrealized gain (loss) on Gold Notes due to changes in implied credit spread (net of tax effect) ⁽¹⁾ | 10b | (1,179) | (182) | (4,821) | 328 | ||||||||||||
| Items that may be reclassified to profit in subsequent periods: | |||||||||||||||||
Foreign currency translation adjustment (net of tax effect) | 99,554 | 24,768 | 127,817 | 58,495 | |||||||||||||
| Other comprehensive income | 98,375 | 24,586 | 122,996 | 58,823 | |||||||||||||
| Comprehensive income | $ | 192,618 | $ | 7,645 | $ | 314,853 | $ | 45,092 | |||||||||
| Comprehensive income (loss) attributable to: | |||||||||||||||||
| Owners of the Company | $ | 192,618 | $ | 7,689 | $ | 314,853 | $ | 44,294 | |||||||||
| Non-controlling interest | — | (44) | — | 798 | |||||||||||||
| $ | 192,618 | $ | 7,645 | $ | 314,853 | $ | 45,092 | ||||||||||
(1)The tax effect of the unrealized gain (loss) on Gold Notes due to changes in implied credit spread for the three and six months ended June 30, 2026, was $nil and an expense of $353, respectively (June 30, 2025 - recovery of $68 and an expense of $121).
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 | Contributed surplus | Accumulated OCI | Retained earnings (deficit) | Equity attributable to owners of the Company | Non-controlling interest | Total equity | |||||||||||||||||||||||
| Six months ended June 30, 2026 | Notes | Number | Amount | ||||||||||||||||||||||||||
| At December 31, 2025 | 205,532,283 | $ | 1,168,974 | $ | 421,412 | $ | (31,815) | $ | (112,511) | $ | 1,446,060 | $ | — | $ | 1,446,060 | ||||||||||||||
Exercise of options | 13d | 898,410 | 4,111 | (1,033) | — | — | 3,078 | — | 3,078 | ||||||||||||||||||||
Share-based compensation | 13h | — | — | 1,433 | — | — | 1,433 | — | 1,433 | ||||||||||||||||||||
Comprehensive income | — | — | — | 122,996 | 191,857 | 314,853 | — | 314,853 | |||||||||||||||||||||
| At June 30, 2026 | 206,430,693 | $ | 1,173,085 | $ | 421,812 | $ | 91,181 | $ | 79,346 | $ | 1,765,424 | $ | — | $ | 1,765,424 | ||||||||||||||
Notes | Share Capital - common shares | Contributed surplus | Accumulated OCI | Deficit | Equity attributable to owners of the Company | Non-controlling interest | Total equity | ||||||||||||||||||||||
| Six months ended June 30, 2025 | |||||||||||||||||||||||||||||
| Number | Amount | ||||||||||||||||||||||||||||
| At December 31, 2024 | 171,034,256 | $ | 935,917 | $ | 213,960 | $ | (160,450) | $ | (190,856) | $ | 798,571 | $ | 284,536 | $ | 1,083,107 | ||||||||||||||
Exercise of options | 13d | 2,531,103 | 10,953 | (2,370) | — | — | 8,583 | — | 8,583 | ||||||||||||||||||||
Exercise of warrants | 13,627,138 | 82,554 | — | — | — | 82,554 | — | 82,554 | |||||||||||||||||||||
| Share issuance costs | — | (981) | — | — | — | (981) | — | (981) | |||||||||||||||||||||
Share-based compensation | 13h | — | — | 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 | $ | 208,695 | $ | (101,627) | $ | (205,385) | $ | 930,126 | $ | 289,870 | $ | 1,219,996 | ||||||||||||||
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 | 2026 | 2025 | 2026 | 2025 | |||||||||||||
Operating Activities | |||||||||||||||||
Net income (loss) | $ | 94,243 | $ | (16,941) | $ | 191,857 | $ | (13,731) | |||||||||
Adjusted for the following items: | |||||||||||||||||
| Depreciation and depletion | 8 | 17,294 | 11,693 | 33,444 | 22,221 | ||||||||||||
| Share-based compensation | 13h | (809) | 8,136 | 6,793 | 11,920 | ||||||||||||
| Finance costs | 17 | 7,803 | 9,992 | 15,211 | 20,029 | ||||||||||||
| (Gain) loss on financial instruments | 18 | (26,548) | 50,737 | (24,786) | 67,365 | ||||||||||||
| Unrealized foreign exchange loss | 42,049 | 5,693 | 52,819 | 10,760 | |||||||||||||
| Income tax expense | 47,336 | 29,199 | 111,394 | 47,209 | |||||||||||||
| Other | 19 | (5,204) | (2,234) | (7,553) | (2,506) | ||||||||||||
| Payment of deferred and performance share units | 13f,g | — | (697) | (26,509) | (2,221) | ||||||||||||
| Precious metal stream deposit received | 12a | — | — | 40,016 | — | ||||||||||||
Changes in non-cash operating working capital items | 19 | 23,025 | 28,385 | (8,516) | 14,799 | ||||||||||||
| Operating cash flows before taxes | 199,189 | 123,963 | 384,170 | 175,845 | |||||||||||||
Income taxes paid | (113,086) | (42,244) | (139,257) | (47,365) | |||||||||||||
Net cash provided by operating activities | 86,103 | 81,719 | 244,913 | 128,480 | |||||||||||||
Investing Activities | |||||||||||||||||
Additions to mining interests, plant and equipment | 8 | (102,191) | (41,518) | (166,925) | (97,051) | ||||||||||||
| Purchase of marketable securities | 7b | — | — | (1,644) | — | ||||||||||||
Capitalized interest paid (net) | 8 | (12,844) | (5,802) | (23,787) | (10,833) | ||||||||||||
Net cash used in investing activities | (115,035) | (47,320) | (192,356) | (107,884) | |||||||||||||
Financing Activities | |||||||||||||||||
Repayment of Gold Notes | 10b | (4,064) | (4,063) | (8,128) | (8,004) | ||||||||||||
Payment of lease obligations | (939) | (598) | (1,681) | (1,289) | |||||||||||||
| Interest paid | 10a | (14,561) | (18,000) | (14,561) | (18,000) | ||||||||||||
| Increase in gold in trust account | — | — | — | (234) | |||||||||||||
Proceeds from exercise of stock options and warrants, net of issuance costs | 366 | 57,670 | 3,077 | 62,867 | |||||||||||||
Net cash provided by (used in) financing activities | (19,198) | 35,009 | (21,293) | 35,340 | |||||||||||||
Impact of foreign exchange rate changes on cash and equivalents | 1,600 | 925 | 2,414 | 1,693 | |||||||||||||
| Increase (decrease) in cash and cash equivalents | (46,530) | 70,333 | 33,678 | 57,629 | |||||||||||||
Cash and cash equivalents, beginning of period | 472,082 | 239,831 | 391,874 | 252,535 | |||||||||||||
Cash and cash equivalents, end of period | $ | 425,552 | $ | 310,164 | $ | 425,552 | $ | 310,164 | |||||||||
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, 2026 and 2025 (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”) and on the New York Stock Exchange ("NYSE") under the symbol “ARIS”.
Aris Mining is primarily engaged in the acquisition, exploration, development and operation of gold properties in Colombia and Guyana. Aris Mining operates the Segovia and Marmato Mines and the Soto Norte Project in Colombia. Aris Mining also owns the Toroparu Project in Guyana.
2. Basis of Presentation
These condensed consolidated interim financial statements, as approved by the Company's Board of Directors on July 29, 2026, 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, 2025 and 2024 (“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 US 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, 2025 other than those listed below. These financial statements comprise the financial results of the Company and its subsidiaries.
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.
New accounting policies
The Company has equity-settled and cash-settled share-based compensation plans under which it issues either equity instruments or makes cash payments based on the value of the underlying equity instrument of the Company. During the six months ended June 30, 2026, the Company granted 143,889 restricted share units.
Restricted Share Units ("RSUs")
RSUs are an equity-based instrument introduced to the 2026 pay mix under the Company's long-term incentive plan for directors and employees. Each RSU represents the right for the holder to receive a cash payment (subject to withholding tax) when the RSUs have vested. RSUs are cash settled in accordance with their terms at the prevailing market price (the five-day volume weighted average price) of the shares on the vesting date.
The RSUs represent a financial liability as they can only be settled in cash once they have vested. As such, the RSU compensation expense is recognized at fair value over the vesting period with a corresponding amount recorded in other liabilities on the statement of financial position. The RSU liability is remeasured to its fair value using the closing share price at each period end with the change in fair value during the period recognized as share-based compensation in the consolidated statement of income (loss).
New accounting standards issued and effective
IFRS 9 - Financial Instruments
On May 30, 2024, the IASB published amendments to IFRS 9 Financial Instruments ("IFRS 9") to clarify the derecognition requirements for financial instruments. The amendments clarify that financial assets are derecognized when the rights to receive contractual cash flows expire or the assets are transferred, and that financial liabilities are derecognized on the settlement date when the obligation is extinguished. The amendments also introduced an election allowing an entity to derecognize a financial liability prior to the settlement date when settling through an electronic payment system, provided specified conditions are met, including that the payment is irrevocable, the cash is no longer accessible, and settlement risk is insignificant. These amendments were adopted for annual periods beginning on or after January 1, 2026 and did not have a material impact on the Company's financial statements.
Page | 7
Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2026 and 2025 (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. The adoption of IFRS 18 will not affect net income, but it will change how income and expenses are presented. Items of income and expenses in the statement of income will be classified into three new categories of operating, investing, and financing, with new subtotals presented. 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 annual financial statements.
Page | 8
Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2026 and 2025 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
5. Segment Disclosures
Reportable segments are determined based on the geographic regions in which the Company’s projects are located. In determining its segment structure, the Company considers the basis on which the chief operating decision maker reviews the financial and operational performance, as well as whether the Company’s mining operations share similar economic, operational and regulatory characteristics. The Company has identified the Segovia and Marmato Mines in Colombia, the Toroparu Project in Guyana, the Soto Norte Project in Colombia, and corporate functions in Canada and other corporate entities as its reportable segments.
| Segovia | Marmato | Toroparu | Soto Norte | Corporate and other | Total | |||||||||||||||
| (Colombia) | (Colombia) | (Guyana) | (Colombia) | (Canada) | ||||||||||||||||
| Three months ended June 30, 2026 | ||||||||||||||||||||
| Revenue | $ | 290,466 | $ | 39,761 | $ | — | $ | — | $ | — | $ | 330,227 | ||||||||
| Cost of sales | (110,376) | (26,392) | — | — | — | (136,768) | ||||||||||||||
| Depreciation and depletion | (15,146) | (2,008) | — | — | (168) | (17,322) | ||||||||||||||
| Social contributions | (8,661) | (392) | — | — | — | (9,053) | ||||||||||||||
| Income from mining operations | 156,283 | 10,969 | — | — | (168) | 167,084 | ||||||||||||||
| Gain (loss) on financial instruments | — | — | — | — | 26,548 | 26,548 | ||||||||||||||
| Finance income | 656 | 596 | — | — | 2,914 | 4,166 | ||||||||||||||
| Finance costs | (574) | (166) | — | (23) | (7,040) | (7,803) | ||||||||||||||
| Income taxes | (41,454) | (5,493) | — | 73 | (462) | (47,336) | ||||||||||||||
Segment net income (loss) | 66,741 | 20,403 | (51) | (235) | 7,385 | 94,243 | ||||||||||||||
| Capital expenditures | 30,983 | 78,081 | 6,099 | 5,576 | — | 120,739 | ||||||||||||||
| 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 income | 208 | 402 | — | — | 2,864 | 3,474 | ||||||||||||||
| 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 | ||||||||||||||
Page | 9
Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2026 and 2025 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
5. Segment Disclosures (cont.)
| Segovia | Marmato | Toroparu | Soto Norte | Corporate and other | Total | |||||||||||||||
| (Colombia) | (Colombia) | (Guyana) | (Colombia) | (Canada) | ||||||||||||||||
| Six months ended June 30, 2026 | ||||||||||||||||||||
| Revenue | $ | 629,527 | $ | 73,179 | $ | — | $ | — | $ | — | $ | 702,706 | ||||||||
| Cost of sales | (226,334) | (49,638) | — | — | — | (275,972) | ||||||||||||||
| Depreciation and depletion | (29,450) | (3,782) | — | — | (336) | (33,568) | ||||||||||||||
| Social contributions | (21,019) | (1,332) | — | — | — | (22,351) | ||||||||||||||
| Income from mining operations | 352,724 | 18,427 | — | — | (336) | 370,815 | ||||||||||||||
| Gain (loss) on financial instruments | — | — | — | — | 24,786 | 24,786 | ||||||||||||||
| Finance income | 1,128 | 871 | — | — | 5,550 | 7,549 | ||||||||||||||
| Finance costs | (1,196) | (309) | (1) | (42) | (13,663) | (15,211) | ||||||||||||||
| Income taxes | (102,986) | (8,372) | — | 73 | (109) | (111,394) | ||||||||||||||
Segment net income (loss) | 176,336 | 14,521 | (44) | (2,380) | 3,424 | 191,857 | ||||||||||||||
| Capital expenditures | 47,786 | 126,593 | 11,420 | 9,021 | 7 | 194,827 | ||||||||||||||
| 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 income | 423 | 650 | — | — | 4,737 | 5,810 | ||||||||||||||
| 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 | ||||||||||||||
| As at June 30, 2026 | ||||||||||||||||||||
Non-current assets | $ | 395,703 | $ | 748,958 | $ | 377,219 | $ | 617,635 | $ | 124,870 | $ | 2,264,385 | ||||||||
| Total assets | $ | 483,989 | $ | 820,272 | $ | 378,755 | $ | 621,373 | $ | 522,869 | $ | 2,827,258 | ||||||||
| Total liabilities | $ | (156,333) | $ | (392,879) | $ | (86,657) | $ | (7,817) | $ | (418,148) | $ | (1,061,834) | ||||||||
| As at December 31, 2025 | ||||||||||||||||||||
| Non-current assets | $ | 337,020 | $ | 563,455 | $ | 366,028 | $ | 607,774 | $ | 96,041 | $ | 1,970,318 | ||||||||
| Total assets | $ | 456,051 | $ | 604,401 | $ | 367,130 | $ | 610,644 | $ | 468,754 | $ | 2,506,980 | ||||||||
| Total liabilities | $ | (191,802) | $ | (263,834) | $ | (84,938) | $ | 5,474 | $ | (525,820) | $ | (1,060,920) | ||||||||
6. Inventories
| June 30, 2026 | December 31, 2025 | |||||||
| Finished goods | $ | 7,868 | $ | 6,063 | ||||
| Metal in circuit | 2,344 | 2,705 | ||||||
| Ore stockpiles | 3,858 | 1,617 | ||||||
| Materials and supplies | 52,398 | 45,847 | ||||||
| Total | $ | 66,468 | $ | 56,232 | ||||
During the three and six months ended June 30, 2026, the total cost of inventories recognized in the consolidated statements of income (loss) amounted to $122.1 million and $246.8 million, respectively (June 30, 2025 - $86.4 million and $162.5 million). As at June 30, 2026, materials and supplies are recorded net of an obsolescence provision of $4.4 million (December 31, 2025 - $5.5 million).
Page | 10
Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2026 and 2025 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
7. Other Financial Assets
| June 30, 2026 | December 31, 2025 | |||||||
| McFarlane Lake Mining (a) | $ | 15,307 | $ | 6,580 | ||||
| Denarius Metals (b) | 21,689 | 21,435 | ||||||
| Total | $ | 36,996 | $ | 28,015 | ||||
a) McFarlane Lake Mining Limited ("McFarlane")
During the three and six months ended June 30, 2026, the Company recognized a gain of $7.7 million and $8.7 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, 2025 - $nil). The Company's investment in McFarlane is carried at $15.3 million as at June 30, 2026.
b) Denarius Metals ("Denarius")
The Company’s investment in Denarius is carried at $21.7 million at June 30, 2026. During the three and six months ended June 30, 2026, the Company recognized a loss of $9.3 million and $1.2 million, respectively, in gain (loss) on financial instruments related to the change in fair value of the investment for the period (three and six months ended June 30, 2025 - a gain of $0.2 million and a loss of $0.1 million, respectively).
On July 17, 2026, Denarius announced the approval of the early redemption of its convertible debentures in exchange for common shares. The redemption price, payable solely in Denarius common shares, will equal the outstanding principal, plus the net present value of the remaining contractual interest and Gold Premium payments through the October 19, 2029 maturity date, discounted at 12.0% per annum, plus a 3% consent fee on the principal amount.
| Common shares | Warrants | Convertible debenture | Total | |||||||||||
| Other financial asset as at December 31, 2024 | $ | 4,891 | $ | 151 | $ | 7,582 | $ | 12,624 | ||||||
| Issuance of additional Denarius debenture | — | — | 102 | 102 | ||||||||||
| Purchase of Denarius debenture | 1,167 | 262 | — | 1,429 | ||||||||||
| Change in fair value | 1,713 | 8 | 5,559 | 7,280 | ||||||||||
| Other financial asset as at December 31, 2025 | $ | 7,771 | $ | 421 | $ | 13,243 | $ | 21,435 | ||||||
| Purchase of Denarius marketable securities | 1,644 | — | — | 1,644 | ||||||||||
| Expired | — | (162) | — | (162) | ||||||||||
| Change in fair value | 682 | — | (1,910) | (1,228) | ||||||||||
| Other financial asset as at June 30, 2026 | $ | 10,097 | $ | 259 | $ | 11,333 | $ | 21,689 | ||||||
Page | 11
Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2026 and 2025 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
8. Mining Interests, Plant & Equipment
| Plant and equipment | Right of use assets | Construction in progress | Depletable mineral properties | Non-depletable development projects | Exploration projects | Total | |||||||||||||||||
| Cost | |||||||||||||||||||||||
| Balance at December 31, 2025 | $ | 235,899 | $ | 17,990 | $ | 82,513 | $ | 591,369 | $ | 459,306 | $ | 1,122,780 | $ | 2,509,857 | |||||||||
| Additions | 2,446 | 1,773 | 18,289 | 51,076 | 102,516 | 18,727 | 194,827 | ||||||||||||||||
| Disposals | (1,138) | (503) | — | — | — | — | (1,641) | ||||||||||||||||
| Transfers | 8,746 | — | (8,872) | 833 | (218) | (489) | — | ||||||||||||||||
| Change in decommissioning (Note 11) | — | — | — | 382 | — | 270 | 652 | ||||||||||||||||
| Capitalized interest | — | — | — | — | 33,797 | — | 33,797 | ||||||||||||||||
| Exchange difference | 17,929 | 1,350 | 7,906 | 61,480 | 32,825 | 1,466 | 122,956 | ||||||||||||||||
| Balance at June 30, 2026 | $ | 263,882 | $ | 20,610 | $ | 99,836 | $ | 705,140 | $ | 628,226 | $ | 1,142,754 | $ | 2,860,448 | |||||||||
| Accumulated depreciation and impairment charges | |||||||||||||||||||||||
| Balance at December 31, 2025 | $ | (115,393) | $ | (11,862) | $ | — | $ | (264,499) | $ | — | $ | (179,476) | $ | (571,230) | |||||||||
| Depreciation and depletion | (11,478) | (1,682) | — | (20,284) | — | — | (33,444) | ||||||||||||||||
| Disposals | 581 | 503 | — | — | — | — | 1,084 | ||||||||||||||||
| Exchange difference | (11,426) | (983) | — | (24,786) | — | — | (37,195) | ||||||||||||||||
| Balance at June 30, 2026 | $ | (137,716) | $ | (14,024) | $ | — | $ | (309,569) | $ | — | $ | (179,476) | $ | (640,785) | |||||||||
| Net book value at December 31, 2025 | $ | 120,506 | $ | 6,128 | $ | 82,513 | $ | 326,870 | $ | 459,306 | $ | 943,304 | $ | 1,938,627 | |||||||||
| Net book value at June 30, 2026 | $ | 126,166 | $ | 6,586 | $ | 99,836 | $ | 395,571 | $ | 628,226 | $ | 963,278 | $ | 2,219,663 | |||||||||
| Plant and equipment | Right of use assets | Construction in progress | Depletable mineral properties | Non-depletable development projects | Exploration projects ⁽¹⁾ | Total | |||||||||||||||||
| Cost | |||||||||||||||||||||||
| Balance at December 31, 2024 | $ | 173,040 | $ | 14,557 | $ | 67,294 | $ | 425,896 | $ | 287,446 | $ | 1,126,649 | $ | 2,094,882 | |||||||||
| Additions | 8,327 | 3,281 | 32,296 | 63,138 | 111,800 | 25,907 | 244,749 | ||||||||||||||||
| Disposals | (1,938) | (1,784) | — | — | — | (23,887) | (27,609) | ||||||||||||||||
| Transfers | 30,603 | — | (28,223) | 19,941 | (13,312) | (9,009) | — | ||||||||||||||||
| Change in decommissioning (Note 11) | — | — | — | (6,681) | — | 165 | (6,516) | ||||||||||||||||
| Capitalized interest | — | — | — | — | 38,707 | — | 38,707 | ||||||||||||||||
| Exchange difference | 25,867 | 1,936 | 11,146 | 89,075 | 34,665 | 2,955 | 165,644 | ||||||||||||||||
| Balance at December 31, 2025 | $ | 235,899 | $ | 17,990 | $ | 82,513 | $ | 591,369 | $ | 459,306 | $ | 1,122,780 | $ | 2,509,857 | |||||||||
| Accumulated depreciation and impairment charges | |||||||||||||||||||||||
| Balance at December 31, 2024 | $ | (83,512) | $ | (9,454) | $ | — | $ | (194,630) | $ | — | $ | (179,476) | $ | (467,072) | |||||||||
| Depreciation and depletion | (16,702) | (2,721) | — | (34,661) | — | — | (54,084) | ||||||||||||||||
| Disposals | 1,065 | 1,780 | — | — | — | — | 2,845 | ||||||||||||||||
| Exchange difference | (16,244) | (1,467) | — | (35,208) | — | — | (52,919) | ||||||||||||||||
| Balance at December 31, 2025 | $ | (115,393) | $ | (11,862) | $ | — | $ | (264,499) | $ | — | $ | (179,476) | $ | (571,230) | |||||||||
| Net book value at December 31, 2024 | $ | 89,528 | $ | 5,103 | $ | 67,294 | $ | 231,266 | $ | 287,446 | $ | 947,173 | $ | 1,627,810 | |||||||||
| Net book value at December 31, 2025 | $ | 120,506 | $ | 6,128 | $ | 82,513 | $ | 326,870 | $ | 459,306 | $ | 943,304 | $ | 1,938,627 | |||||||||
(1)On September 29, 2025, the Company completed the sale of the Juby Project to McFarlane. The carrying value of the Juby Project on the date of disposition was $23.9 million (Note 7a).
Page | 12
Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2026 and 2025 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
8. Mining Interests, Plant & Equipment (cont.)
| June 30, 2026 | December 31, 2025 | |||||||
| Capitalized interest - Gold Notes (Note 10b) | $ | 20,427 | $ | 25,590 | ||||
| Capitalized interest - Deferred revenue (Note 12a) | 8,247 | 13,751 | ||||||
| Capitalized interest - Senior Notes (Note 10a) | 5,202 | — | ||||||
| Capitalized interest - Other | (79) | (634) | ||||||
| Total | $ | 33,797 | $ | 38,707 | ||||
9. Accounts Payable and Accrued Liabilities
| June 30, 2026 | December 31, 2025 | |||||||
| Trade payables related to operating, general and administrative expenses | $ | 88,610 | $ | 102,636 | ||||
| Trade payables related to capital expenditures | 37,989 | 11,873 | ||||||
| Other provisions | 12,203 | 11,320 | ||||||
| RSU, DSU and PSU liability (Note 13e,f,g) | 14,970 | 28,904 | ||||||
| Total | $ | 153,772 | $ | 154,733 | ||||
10. Long-term Debt
| June 30, 2026 | December 31, 2025 | |||||||
| 2029 Senior Notes (a) | 444,160 | 443,265 | ||||||
| Gold Notes (b) | 54,825 | 76,197 | ||||||
| Total | 498,985 | 519,462 | ||||||
| Less: current portion | (51,025) | (53,684) | ||||||
| Non-current portion | $ | 447,960 | $ | 465,778 | ||||
a)Senior Unsecured Notes due 2029 (“2029 Senior Notes”)
The key terms of the 2029 Senior Notes are summarized in the annual financial statements.
| Amount | |||||
| Carrying value of debt as at December 31, 2024 | $ | 452,864 | |||
| Interest expense accrued | 36,000 | ||||
| Interest expense paid | (36,000) | ||||
| Accretion | 1,481 | ||||
| Carrying value of debt as at December 31, 2025 | $ | 454,345 | |||
| Interest expense accrued | 12,798 | ||||
| Interest expense paid | (18,000) | ||||
Accretion (Note 17) | 789 | ||||
| Capitalized interest | 5,202 | ||||
| Carrying value of debt as at June 30, 2026 | $ | 455,134 | |||
| Embedded derivative asset | Amount | ||||
| Carrying value of embedded derivative asset as at December 31, 2024 | $ | 3,575 | |||
| Change in FVTPL | 7,505 | ||||
| Carrying value of embedded derivative asset as at December 31, 2025 | $ | 11,080 | |||
| Change in FVTPL (Note 18) | (106) | ||||
| Carrying value of embedded derivative asset as at June 30, 2026 | $ | 10,974 | |||
Page | 13
Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2026 and 2025 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
10. Long-term Debt (cont.)
| Amount | |||||
| Total carrying value of the Senior Notes 2029 as at June 30, 2026 | $ | 444,160 | |||
| Less: current portion, represented by accrued interest | (6,000) | ||||
| Non-current portion as at June 30, 2026 | $ | 438,160 | |||
b)Gold Notes
The key terms of the Gold Notes are summarized in the annual financial statements. The Gold Notes amortize on a quarterly basis, with final maturity in August 2027. The principal value of the Gold Notes as at June 30, 2026 was $19.6 million. The fair value of the Gold Notes was calculated using valuation pricing models as at June 30, 2026. 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, 2024 | 43,839,952 | $ | 66,945 | |||||
| Principal repayments ⁽¹⁾ | (16,132,117) | (16,132) | ||||||
| Change in fair value through profit and loss | — | 24,093 | ||||||
| Change in fair value through other comprehensive income due to changes in credit risk | — | 1,291 | ||||||
| Balance of Gold Notes as at December 31, 2025 | 27,707,835 | $ | 76,197 | |||||
| Principal repayments ⁽¹⁾ | (8,127,632) | (8,128) | ||||||
| Change in fair value through profit and loss (Note 18) | — | (17,712) | ||||||
| Change in fair value through other comprehensive income due to changes in credit risk | — | 4,468 | ||||||
| Balance of Gold Notes as at June 30, 2026 | 19,580,203 | $ | 54,825 | |||||
| Less: current portion | (15,885,825) | (45,025) | ||||||
| Non-current portion as at June 30, 2026 | 3,694,378 | $ | 9,800 | |||||
(1)During the three and six months ended June 30, 2026, the Company also paid $9.5 million and $20.4 million, respectively, in interest and premium payments (three and six months ended June 30, 2025 - $5.9 million and $11.0 million, respectively).
As at June 30, 2026, there were 968 ounces (December 31, 2025 - 968 ounces) of gold held in gold in trust with a carrying value of $1.9 million (December 31, 2025 - $1.9 million) to satisfy future principal payments under the terms of the Gold Notes.
11. Provisions
A summary of changes to the provisions is as follows:
| Reclamation and rehabilitation ⁽ᵃ⁾ | Environmental fees ⁽ᵇ⁾ | Health plan obligations ⁽ᶜ⁾ | Other ⁽ᵈ⁾ | Total | |||||||||||||
| As at December 31, 2024 | $ | 16,152 | $ | 4,796 | $ | 10,853 | $ | — | $ | 31,801 | |||||||
| Change in assumptions | (6,495) | (11) | 716 | 2,258 | (3,532) | ||||||||||||
| Settlement of provisions | (120) | (38) | (734) | (239) | (1,131) | ||||||||||||
Accretion expense | 1,045 | — | 1,029 | — | 2,074 | ||||||||||||
| Exchange difference | 2,405 | 886 | 1,924 | 383 | 5,598 | ||||||||||||
| As at December 31, 2025 | $ | 12,987 | $ | 5,633 | $ | 13,788 | $ | 2,402 | $ | 34,810 | |||||||
| Change in assumptions | 652 | (65) | — | 360 | 947 | ||||||||||||
| Settlement of provisions | (61) | — | (416) | — | (477) | ||||||||||||
Accretion expense (Note 17) | 583 | — | 627 | — | 1,210 | ||||||||||||
| Exchange difference | 1,027 | 509 | 1,281 | 240 | 3,057 | ||||||||||||
| As at June 30, 2026 | $ | 15,188 | $ | 6,077 | $ | 15,280 | $ | 3,002 | $ | 39,547 | |||||||
| Less: current portion | (671) | (5,726) | (836) | (924) | (8,157) | ||||||||||||
| Non-current portion | $ | 14,517 | $ | 351 | $ | 14,444 | $ | 2,078 | $ | 31,390 | |||||||
Page | 14
Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2026 and 2025 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
11. Provisions (cont.)
a)Reclamation and rehabilitation provision
As of June 30, 2026 and December 31, 2025, the Company estimated the inflated discounted and undiscounted costs to be incurred with respect to future mine closure and reclamation activities related to the existing mining operations as follows:
| June 30, 2026 | December 31, 2025 | June 30, 2026 | December 31, 2025 | |||||||||||||||||||||||
| Discounted | Discounted | Undiscounted | Undiscounted | |||||||||||||||||||||||
| USD | COP | USD | COP | USD | COP | USD | COP | |||||||||||||||||||
| (expressed in millions) | (expressed in millions) | (expressed in millions) | (expressed in millions) | (expressed in millions) | (expressed in millions) | (expressed in millions) | (expressed in millions) | |||||||||||||||||||
| Marmato | $ | 4.6 | 15,950 | $ | 3.7 | 13,873 | $ | 35.6 | 122,436 | $ | 32.8 | 123,195 | ||||||||||||||
| Segovia | 8.7 | 29,913 | 7.7 | 29,073 | 17.2 | 59,247 | 16.0 | 60,067 | ||||||||||||||||||
| Soto Norte | 1.9 | 6,446 | 1.6 | 5,859 | 8.3 | 28,514 | 10.4 | 38,917 | ||||||||||||||||||
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 | 2043-2049 | 2.77 | % | 11.99 | % | ||||||
| Segovia operations | 2026-2037 | 2.99 | % | 12.03 | % | ||||||
| Soto Norte | 2026-2054 | 3.96 | % | 12.08 | % | ||||||
b)Environmental fees
The Company’s mining and exploration activities at Segovia 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 35.6 billion ($10.3 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, 2026 | December 31, 2025 | |||||||||||||
| USD | COP | USD | COP | |||||||||||
| (expressed in millions) | (expressed in millions) | (expressed in millions) | (expressed in millions) | |||||||||||
| Environmental fees potential liability | $ | 6.1 | 20,915 | $ | 5.6 | 21,150 | ||||||||
c)Health plan obligations
The health plan obligation of COP 52.6 billion ($15.3 million) is based on an actuarial report prepared as at December 31, 2025 with an inflation rate of 5.0% and a discount rate of 9.2%. The Company is currently paying approximately COP 0.2 billion (approximately $0.1 million) monthly to fund the obligatory health plan contributions. At June 30, 2026, non-current cash in trust includes approximately $1.1 million deposited in a restricted cash account as security against this obligation (December 31, 2025 - $0.9 million).
d)Claims
In the ordinary course of business, the Company is involved in and potentially subject to various legal and tax actions and proceedings. The Company records provisions for such claims when considered material and an outflow of resources is considered probable.
12. Deferred Revenue
| June 30, 2026 | December 31, 2025 | |||||||
| Marmato (a) | $ | 161,218 | $ | 116,813 | ||||
| Toroparu (b) | 84,000 | 84,000 | ||||||
| Total | $ | 245,218 | $ | 200,813 | ||||
| Less: current portion | (19,453) | (8,587) | ||||||
| Non-current portion | $ | 225,765 | $ | 192,226 | ||||
Page | 15
Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2026 and 2025 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
12. Deferred Revenue (cont.)
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"). During the six months ended June 30, 2026, the Company received the $40.0 million installment deposit from WPMI following the achievement of the 50% construction milestone. Under the arrangement, WPMI will provide aggregate funding amount up to $175.0 million, of which $133.0 million had been received, with the remaining $42.0 million receivable during the construction and development of the Marmato Bulk Mining Zone and carbon-in-pulp processing facility.
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, recognized as revenue.
Accretion is capitalized to the Marmato Bulk Mining Zone (Note 8). The following are the key inputs for the Marmato PMPA contract as of June 30, 2026:
| Key inputs in the estimate | June 30, 2026 | December 31, 2025 | ||||||
| Financing rate | 12.50 | % | 12.50 | % | ||||
| Gold price | $3,609 - $4,919 | $3,137 - $4,069 | ||||||
| Silver price | $50.80 - $75.75 | $34.59 - $49.31 | ||||||
| Remaining construction milestone timelines | 2026 | 2026 | ||||||
| Life of mine | 2040 | 2040 | ||||||
A summary of changes to the deferred revenue balance is as follows:
| Total | |||||
| As at December 31, 2024 | $ | 109,369 | |||
| Recognition of revenue on ounces delivered | (4,370) | ||||
| Cumulative catch-up adjustment | (1,937) | ||||
| Accretion (Note 8) | 13,751 | ||||
| As at December 31, 2025 | $ | 116,813 | |||
| Receipt of deposit from WPMI | 40,016 | ||||
| Recognition of revenue on ounces delivered | (2,479) | ||||
| Cumulative catch-up adjustment (Note 15) | (1,379) | ||||
| Accretion (Note 8) | 8,247 | ||||
| As at June 30, 2026 | $ | 161,218 | |||
| Less: current portion | (19,453) | ||||
| Non-current portion as at June 30, 2026 | $ | 141,765 | |||
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.
13. 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 statement of changes in equity.
Page | 16
Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2026 and 2025 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
13. Share Capital (cont.)
c)Acquisition of Soto Norte Project
On December 12, 2025, the Company acquired the remaining 49% interest in the Soto Norte Project previously held by MDC Industry Holding Company LLC ("Mubadala"), resulting in the Company owning 100% of the Soto Norte Project. As part of the transaction, the existing precious metals stream previously granted by the Soto Norte Project to Mubadala was terminated.
Total consideration for the acquisition of the remaining interest and termination of the precious metals stream was comprised of:
•$60.0 million in cash, of which $10.0 million related to the termination of the existing precious metals stream; and
•1,739,130 common shares issued to Mubadala, issued at a deemed price of $11.50, representing deemed consideration of $20.0 million. On December 12, 2025, the fair value of the common shares issued was determined to be $27.3 million, based on the closing share price of $15.71 per share.
Prior to the termination of the precious metals stream, the liability was recorded at a carrying value of $5.0 million. As a result of the termination, the Company recorded a loss of $5.0 million during the year ended December 31, 2025.
d)Stock option plan
The Company has a rolling Stock Option Plan (the “Option Plan”) in compliance with the TSX policies for granting stock options. Under the Option Plan, the maximum number of common shares reserved for issuance may not exceed 10% of the total number of issued and outstanding common shares and, to any one option holder, may not exceed 5% of the issued common shares on a yearly basis. The exercise price of each stock option will not be less than the market price of the Company’s stock at the date of grant. Each stock option vesting period and expiry is determined on a grant-by-grant basis. A summary of the change in the stock options outstanding during the six months ended June 30, 2026 and year ended December 31, 2025 is as follows:
| Options outstanding | Weighted average exercise price (C$) | |||||||
| Balance at December 31, 2024 | 6,555,599 | $ | 4.55 | |||||
| Options granted | 2,593,426 | 5.72 | ||||||
Exercised (1) | (4,073,763) | 4.60 | ||||||
| Expired or cancelled | (289,354) | 4.45 | ||||||
| Balance at December 31, 2025 | 4,785,908 | $ | 5.14 | |||||
| Options granted | 355,106 | 27.74 | ||||||
Exercised (1) | (898,410) | 4.68 | ||||||
| Expired or cancelled | (114,998) | 7.02 | ||||||
| Balance at June 30, 2026 | 4,127,606 | $ | 7.14 | |||||
(1)The weighted average share price at the date stock options were exercised was C$27.18 for the six months ended June 30, 2026 and C$11.32 for the year ended December 31, 2025.
The following weighted average assumptions were used in estimating the fair value of stock options granted using the Black-Scholes Option Pricing Model:
| Assumption | Based on | Six months ended June 30, 2026 | Year-ended December 31, 2025 | ||||||||
| Risk-free interest rate (%) | Yield curves on Canadian government zero-coupon bonds with a remaining term equal to the stock options' expected life | 2.5 | % | 2.9 | % | ||||||
| Expected life (years) | Weighted average life of previously transacted awards | 3.0 years | 3.0 years | ||||||||
| Expected volatility (%) | Historical volatility of the Company's stock | 46.0 | % | 47.6 | % | ||||||
| Expected dividend yield (%) | Annualized dividend rate as of the date of grant | Nil | Nil | ||||||||
The table below summarizes information about the stock options outstanding and the common shares issuable as at June 30, 2026:
| Options outstanding | Options exercisable | |||||||||||||||||||
| Exercise prices (C$) | Number of options | Weighted average exercise price (C$/Share) | Weighted average remaining life (Years) | Number of options | Weighted average exercise price (C$/Share) | Weighted average remaining life (Years) | ||||||||||||||
| $1.00 - $5.00 | 1,197,006 | $ | 4.09 | 0.6 | 1,197,006 | $ | 4.09 | 0.6 | ||||||||||||
| $5.01 - $10.00 | 2,575,494 | $ | 5.71 | 1.5 | 1,279,198 | $ | 5.47 | 1.4 | ||||||||||||
| $10.01 - $30.00 | 355,106 | $ | 27.74 | 2.6 | — | $ | — | — | ||||||||||||
Page | 17
Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2026 and 2025 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
13. Share Capital (cont.)
e)RSUs
A summary of changes to the RSU liability during the six months ended June 30, 2026 and the year ended December 31, 2025 is as follows:
| Units | Amount | |||||||
| Balance at December 31, 2025 | — | $ | — | |||||
Granted and vested during the period | 143,889 | 888 | ||||||
Change in fair value | — | (233) | ||||||
| Balance at June 30, 2026 | 143,889 | $ | 655 | |||||
| Less: current portion | (357) | |||||||
| Non-current portion at June 30, 2026 | $ | 298 | ||||||
During the six months ended June 30, 2026, 143,889 RSUs were granted for a weighted average fair value of C$27.74 (December 31, 2025 - C$nil).
f)Deferred share units ("DSUs")
A summary of changes to the DSU liability, included in accounts payable and accrued liabilities, during the six months ended June 30, 2026 and the year ended December 31, 2025 is as follows:
| Units | Amount | Weighted average fair value (C$) | |||||||||
| Balance at December 31, 2024 | 482,921 | $ | 1,692 | $ | 5.04 | ||||||
| Granted and vested during the period | 99,137 | 753 | 7.75 | ||||||||
| Change in fair value | — | 7,004 | |||||||||
| Balance at December 31, 2025 | 582,058 | $ | 9,449 | $ | 16.23 | ||||||
| Paid | (190,138) | (3,741) | |||||||||
| Change in fair value | — | 128 | |||||||||
| Balance at June 30, 2026 | 391,920 | $ | 5,836 | $ | 14.89 | ||||||
The DSU liability at June 30, 2026 was determined based on the Company’s quoted closing share price on the TSX, a Level 1 fair value input, of C$21.15 ($14.89) (December 31, 2025 - C$22.51 ($16.23)) per share.
g)Performance share units ("PSUs")
A summary of changes to the PSU liability during the six months ended June 30, 2026 and the year ended December 31, 2025 is as follows:
| Units | Amount | |||||||
| Balance at December 31, 2024 | 1,828,222 | $ | 3,750 | |||||
| Granted and vested in the period | 867,178 | 2,925 | ||||||
| Expired/cancelled | (64,620) | — | ||||||
Paid | (363,523) | (2,221) | ||||||
| Change in fair value | — | 28,139 | ||||||
| Balance at December 31, 2025 | 2,267,257 | $ | 32,593 | |||||
| Granted and vested in the period | 213,539 | 1,687 | ||||||
| Expired/cancelled | (56,253) | — | ||||||
| Paid | (760,821) | (22,676) | ||||||
| Change in fair value | — | 2,890 | ||||||
| Balance at June 30, 2026 | 1,663,722 | $ | 14,494 | |||||
| Less: current portion recorded as accounts payable | (8,777) | |||||||
| Non-current portion recorded in other long-term liabilities at June 30, 2026 | $ | 5,717 | ||||||
During the six months ended June 30, 2026, 213,539 PSUs were granted for a weighted average fair value of C$27.74 (December 31, 2025 - C$5.68).
Page | 18
Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2026 and 2025 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
13. Share Capital (cont.)
h)Share-based compensation expense
| Three months ended June 30, | Six months ended June 30, | |||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||
| Stock-option expense | $ | 718 | $ | 875 | $ | 1,433 | $ | 1,641 | ||||||
| RSU expense | 248 | — | 655 | — | ||||||||||
| DSU (recovery) expense | (1,416) | 1,283 | 128 | 2,010 | ||||||||||
| PSU (recovery) expense | (359) | 5,978 | 4,577 | 8,269 | ||||||||||
| Total | $ | (809) | $ | 8,136 | $ | 6,793 | $ | 11,920 | ||||||
i)Earnings (loss) per share
| Three months ended June 30, 2026 | Three months ended June 30, 2025 | |||||||||||||||||||
| 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 | 206,398,410 | $ | 94,243 | $ | 0.46 | 179,836,208 | $ | (16,897) | $ | (0.09) | ||||||||||
| Effect of dilutive stock-options | 2,989,561 | — | — | — | ||||||||||||||||
| Diluted EPS | 209,387,971 | $ | 94,243 | $ | 0.45 | 179,836,208 | $ | (16,897) | $ | (0.09) | ||||||||||
| Six months ended June 30, 2026 | Six months ended June 30, 2025 | |||||||||||||||||||
| 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 | 206,183,995 | $ | 191,857 | $ | 0.93 | 175,752,115 | $ | (14,529) | $ | (0.08) | ||||||||||
| Effect of dilutive stock-options | 2,997,891 | — | — | — | ||||||||||||||||
| Diluted EPS | 209,181,886 | $ | 191,857 | $ | 0.92 | 175,752,115 | $ | (14,529) | $ | (0.08) | ||||||||||
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.
During the three and six months ended June 30, 2026, 355,106 stock options were excluded from the computation of diluted earnings per share. Instruments were excluded because either 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.
14. 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 has policies and processes in place to manage these risks, and these risks have not changed from the prior reporting period. 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.
Page | 19
Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2026 and 2025 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
14. Financial Risk Management (cont.)
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 $444.2 million (carrying amount - $449.8 million).
Financial assets and liabilities measured at FVTPL on a recurring basis include the DSU payable, PSU payable, Gold Notes, Senior Notes embedded derivative, and marketable securities 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, 2026 | December 31, 2025 | |||||||||||||
| Level 1 | Level 2 | Level 1 | Level 2 | |||||||||||
Gold Notes (Note 10b) | $ | — | $ | 54,825 | $ | — | $ | 76,197 | ||||||
RSU, DSU and PSU liabilities (Note 13e,f,g) | 6,491 | 14,494 | 28,903 | 13,139 | ||||||||||
| Senior Notes embedded derivative (Note 10a) | — | 10,974 | — | 11,080 | ||||||||||
| Investment in McFarlane (Note 7a) | 15,307 | — | 6,580 | — | ||||||||||
Investment in Denarius (Note 7b) | 10,359 | 11,330 | 8,195 | 13,240 | ||||||||||
At June 30, 2026, 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, 2026 | December 31, 2025 | |||||||
VAT recoverable | $ | 38,346 | $ | 63,495 | ||||
| Tax recoverable | — | 4,013 | ||||||
| Trade receivables | 12,976 | 8,964 | ||||||
| Other, net of allowance for doubtful accounts | 348 | 324 | ||||||
| Total | $ | 51,670 | $ | 76,796 | ||||
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, 2026, 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, 2026. In addition to other commitments already disclosed, the Company’s undiscounted commitments including interest and premiums at June 30, 2026 are as follows:
| Less than 1 year | 1 to 3 years | 4 to 5 years | Over 5 years | Total | |||||||||||||
| Trade, tax and other payables | $ | 214,160 | $ | — | $ | — | $ | — | $ | 214,160 | |||||||
| Reclamation and closure costs | 714 | 2,495 | — | 57,831 | 61,040 | ||||||||||||
| Lease payments | 1,629 | 4,197 | 1,446 | 1,364 | 8,636 | ||||||||||||
| Gold Notes | 48,049 | 11,311 | — | — | 59,360 | ||||||||||||
| Senior Unsecured Notes | 36,000 | 540,000 | — | — | 576,000 | ||||||||||||
| Other contractual commitments ⁽¹⁾ | 35,667 | 14,373 | 9,608 | — | 59,648 | ||||||||||||
| Total | $ | 336,219 | $ | 572,376 | $ | 11,054 | $ | 59,195 | $ | 978,844 | |||||||
(1)Includes binding commitments for capital and operating purchase obligations that the Company has entered into as at June 30, 2026.
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Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2026 and 2025 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
14. 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.
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$”) and Guyanese Dollar (“GYD”). The impact of such exposure is recorded in the consolidated statements of income (loss).
The Company monitors its exposure to foreign currency risks arising from foreign currency balances and transactions. To reduce its foreign currency exposure associated with these balances and transactions, the Company may enter foreign currency derivatives to manage such risks. In 2026 and 2025, the Company did not utilize derivative financial instruments to manage this risk.
The following table summarizes the Company’s net financial assets and liabilities denominated in Canadian dollars, Colombian pesos and Guyanese dollar (in US dollar equivalents) as of June 30, 2026 and December 31, 2025, as well as the effect on earnings and other comprehensive earnings of a 10% appreciation or depreciation in the foreign currencies against the US dollar on the financial and non-financial assets and liabilities of the Company, if all other variables remain constant:
| June 30, 2026 | Impact of a 10% change | December 31, 2025 | Impact of a 10% change | |||||||||||
| Canadian dollar (C$) | 14,513 | 1,320 | 29,676 | 2,699 | ||||||||||
| Colombian peso (COP) | 111,917 | 10,175 | 91,727 | 8,339 | ||||||||||
| Guyanese dollar (GYD) | 916 | 83 | 1,008 | 91 | ||||||||||
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 10b). 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, 2026, the Company had no outstanding commodity hedging contracts in place.
15. Revenue
| Three months ended June 30, | Six months ended June 30, | |||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||
Gold in dore(1) | $ | 320,933 | $ | 200,230 | $ | 684,746 | $ | 354,372 | ||||||
Silver in dore(1) | 5,165 | 1,946 | 11,034 | 3,604 | ||||||||||
| Metals in concentrate | 3,661 | 985 | 5,547 | 2,559 | ||||||||||
| Cumulative catch-up adjustment (Note 12a) | 468 | 295 | 1,379 | 449 | ||||||||||
| Total | $ | 330,227 | $ | 203,456 | $ | 702,706 | $ | 360,984 | ||||||
(1)Total deferred revenue amortized and recognized as gold revenue during the three and six months ended June 30, 2026 was $0.9 million and $2.2 million, respectively (June 30, 2025 - $1.0 million and $2.0 million). Total deferred revenue amortized and recognized as silver revenue for the three and six months ended June 30, 2026 was $0.1 million and $0.3 million, respectively (June 30, 2025 - $0.1 million and $0.2 million).
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Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2026 and 2025 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
16. Cost of Sales
| Three months ended June 30, | Six months ended June 30, | |||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||
| Production costs | $ | 122,089 | $ | 86,391 | $ | 246,822 | $ | 162,507 | ||||||
| Royalties | 14,679 | 7,583 | 29,150 | 13,942 | ||||||||||
| Total | $ | 136,768 | $ | 93,974 | $ | 275,972 | $ | 176,449 | ||||||
17. Finance Costs
| Three months ended June 30, | Six months ended June 30, | |||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||
| Interest expense | $ | 6,730 | $ | 9,822 | $ | 12,943 | $ | 18,879 | ||||||
Accretion of Senior Notes (Note 10a) | 399 | 366 | 789 | 725 | ||||||||||
Accretion of lease obligations | 80 | 151 | 269 | 276 | ||||||||||
Accretion of provisions (Note 11) | 594 | 494 | 1,210 | 990 | ||||||||||
| Total | $ | 7,803 | $ | 10,833 | $ | 15,211 | $ | 20,870 | ||||||
18. Gain (Loss) on Financial Instruments
| Three months ended June 30, | Six months ended June 30, | |||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||
| Financial assets | ||||||||||||||
Denarius common shares (Note 7b) | $ | (5,285) | $ | (508) | $ | 682 | $ | (1,295) | ||||||
| Denarius debenture (Note 7b) | (4,002) | 758 | (1,910) | 1,311 | ||||||||||
| Denarius warrants (Note 7b) | — | (75) | (162) | (73) | ||||||||||
| Embedded derivative asset in 2029 Senior Notes (Note 10a) | 1,942 | 859 | (106) | 4,175 | ||||||||||
| Investment in McFarlane common shares (Note 7a) | 7,667 | — | 8,726 | — | ||||||||||
| Other gain (loss) on financial instruments | — | 2 | (156) | (1) | ||||||||||
| Total financial assets | 322 | 1,036 | 7,074 | 4,117 | ||||||||||
| Financial liabilities | ||||||||||||||
Gold Notes (Note 10b) | 26,226 | (6,262) | 17,712 | (11,387) | ||||||||||
ARIS.WT.A Listed warrants | — | (45,511) | — | (60,095) | ||||||||||
| Total financial liabilities | 26,226 | (51,773) | 17,712 | (71,482) | ||||||||||
| Total | $ | 26,548 | $ | (50,737) | $ | 24,786 | $ | (67,365) | ||||||
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Notes to the Condensed Consolidated Interim Financial Statements Three and six months ended June 30, 2026 and 2025 (Tabular amounts expressed in thousands of US dollars unless otherwise noted) | | ||||
19. Supplemental Cash Flow Information
The following table summarizes other adjustments for non-cash income statement items and changes in non-cash operating working capital items.
| Three months ended June 30, | Six months ended June 30, | |||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||
| Other operating activities | ||||||||||||||
| Other adjustments for operating activities | ||||||||||||||
| Amortization of deferred revenue and cumulative catch-up | $ | (1,932) | $ | (1,380) | $ | (3,858) | $ | (2,602) | ||||||
| Change in provisions | (59) | (18) | (65) | — | ||||||||||
| Increase in cash in trust for health obligation | (3,711) | — | (3,719) | — | ||||||||||
| Materials and supplies inventory provision | 4 | — | 11 | — | ||||||||||
| Settlement of reclamation and rehabilitation, environmental, health plan, and other provisions | (270) | (179) | (477) | (377) | ||||||||||
| Increase in cash in trust for Marmato labour obligation | 13 | (965) | — | (21) | ||||||||||
| Other | 751 | 308 | 555 | 494 | ||||||||||
| Total | $ | (5,204) | $ | (2,234) | $ | (7,553) | $ | (2,506) | ||||||
| Net change in non-cash working capital items: | ||||||||||||||
| Accounts receivable and other (excluding VAT receivable) | $ | (9,765) | $ | (2,730) | $ | (4,169) | $ | (2,763) | ||||||
| VAT Receivable | 45,778 | 30,812 | 30,248 | 19,052 | ||||||||||
| Inventories | (5,209) | (4,565) | (4,898) | (6,843) | ||||||||||
| Other current assets | (915) | (1,448) | (6,217) | (1,702) | ||||||||||
| Accounts payable and accrued liabilities | (6,864) | 6,316 | (23,480) | 7,055 | ||||||||||
| Total | $ | 23,025 | $ | 28,385 | $ | (8,516) | $ | 14,799 | ||||||
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