Collective Mining Ltd 6-K/A, filed Nov 13, 2025
Collective Mining Ltd. (CNL)
About this 6-K/A
Collective Mining Ltd filed this 6-K/A on November 13, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K/A
Amendment No. 1
REPORT OF FOREIGN PRIVATE
ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November, 2025
Commission File Number: 001-42170
Collective Mining Ltd.
(Translation of registrant’s name into English)
82 Richmond Street East, 4th Floor
Toronto, Ontario
Canada, M5C 1P1
(Address of principal executive office)
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 ☒
EXHIBIT INDEX
| EXHIBIT NO. | DESCRIPTION | |
| 99.1 | Interim financial statements. | |
| 99.2 | Interim Management Discussion and Analysis. | |
| 99.3 | Form 52-109F2 - Certification of Interim Filings by CFO. | |
| 99.4 | Form 52-109F2 - Certification of Interim Filings by CEO. |
1
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.
Date: November 13, 2025
| Collective Mining Ltd. | ||
| By: | /s/ Paul Begin | |
| Name: | Paul Begin | |
| Title: | Chief Financial Officer and Corporate Secretary | |
2
Exhibit 99.1
UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 2025
COLLECTIVE MINING LTD.
Interim Condensed Consolidated Statement of Financial Position
(All amounts expressed in U.S. Dollars, unless otherwise indicated)
| As at | Note | September 30, 2025 (Unaudited) |
December 31, 2024 (Audited) |
|||||||||
| $ | $ | |||||||||||
| ASSETS | ||||||||||||
| Current assets: | ||||||||||||
| Cash and cash equivalents | 52,932,614 | 38,930,957 | ||||||||||
| Receivables and prepaid expenses | 4 | 1,385,335 | 683,655 | |||||||||
| 54,317,949 | 39,614,612 | |||||||||||
| Non-current assets: | ||||||||||||
| Mining concession asset | 5 | 10,522,766 | — | |||||||||
| Property, plant and equipment | 6 | 10,111,966 | 680,062 | |||||||||
| Intangibles | 60,000 | — | ||||||||||
| VAT receivable | 8 | 3,370,821 | 2,261,717 | |||||||||
| 24,065,553 | 2,941,779 | |||||||||||
| Total assets | 78,383,502 | 42,556,391 | ||||||||||
| LIABILITIES AND EQUITY | ||||||||||||
| Current liabilities: | ||||||||||||
| Account payables and accrued liabilities | 6,929,848 | 2,229,583 | ||||||||||
| Provision for environmental remediation | 9 | 511,601 | — | |||||||||
| Warrants liability | 10 | — | 3,163,115 | |||||||||
| Current portion of lease liability | 11 | 603,885 | 82,795 | |||||||||
| Current portion of other long-term liabilities | 12 | 3,666,485 | — | |||||||||
| 11,711,819 | 5,475,493 | |||||||||||
| Non-current liabilities: | ||||||||||||
| Lease liability | 11 | 1,118,743 | 72,732 | |||||||||
| Other long-term liabilities | 12 | 4,587,714 | — | |||||||||
| Total liabilities | 17,418,276 | 5,548,225 | ||||||||||
| Equity: | ||||||||||||
| Share capital | 16 | 146,853,266 | 102,256,065 | |||||||||
| Contributed surplus | 32,761,031 | 17,110,478 | ||||||||||
| Deficit | (118,649,071 | ) | (82,358,377 | ) | ||||||||
| 60,965,226 | 37,008,166 | |||||||||||
| Total liabilities and equity | 78,383,502 | 42,556,391 | ||||||||||
| Commitments, options agreements and contingencies | 21 | |||||||||||
| Subsequent events | 22 | |||||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
Approved on behalf of the Board of Directors:
| (signed) Ari Sussman | (signed) Jasper Bertisen | |
| Director | Director |
2
COLLECTIVE MINING LTD.
Interim Condensed Consolidated Statement of Operations and Comprehensive Loss (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)
| For the three months ended September 30 |
For the nine months ended September 30 |
|||||||||||||||||
| Note | 2025 | 2024 | 2025 | 2024 | ||||||||||||||
| $ | $ | $ | $ | |||||||||||||||
| Expenses | ||||||||||||||||||
| Exploration and evaluation | 19(a) | (8,794,460 | ) | (4,500,209 | ) | (21,086,342 | ) | (13,519,980 | ) | |||||||||
| General and administration | 19(b) | (2,449,547 | ) | (1,446,653 | ) | (6,583,972 | ) | (3,871,936 | ) | |||||||||
| (11,244,007 | ) | (5,946,862 | ) | (27,670,314 | ) | (17,391,916 | ) | |||||||||||
| Other income (expense) | ||||||||||||||||||
| Revaluation of warrants liability | 10 | — | (647,528 | ) | (10,564,474 | ) | (181,321 | ) | ||||||||||
| Foreign exchange gain (loss) | (50,274 | ) | 99,342 | 582,866 | (362,445 | ) | ||||||||||||
| Other income (expense) | 128 | — | 1,186 | 79 | ||||||||||||||
| Net loss before finance items and income tax | (11,294,153 | ) | (6,495,048 | ) | (37,650,736 | ) | (17,935,603 | ) | ||||||||||
| Finance income (expense) | ||||||||||||||||||
| Interest income | 631,981 | 224,271 | 1,711,524 | 736,823 | ||||||||||||||
| Finance costs | 19(c) | (181,595 | ) | (29,723 | ) | (351,482 | ) | (158,876 | ) | |||||||||
| Net loss before income tax | (10,843,767 | ) | (6,300,500 | ) | (36,290,694 | ) | (17,357,656 | ) | ||||||||||
| Income tax | — | — | — | — | ||||||||||||||
| Net loss and comprehensive loss | (10,843,767 | ) | (6,300,500 | ) | (36,290,694 | ) | (17,357,656 | ) | ||||||||||
| Basic and diluted loss per common share | 17 | (0.13 | ) | (0.09 | ) | (0.44 | ) | (0.26 | ) | |||||||||
| Weighted average common shares outstanding, basic and diluted | 17 | 84,854,580 | 68,272,013 | 82,846,305 | 66,321,577 | |||||||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
3
COLLECTIVE MINING LTD.
Interim Condensed Consolidated Statement of Cash Flows (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)
| For the nine months ended | Note | September 30, 2025 |
September 30, 2024 |
|||||||
| $ | $ | |||||||||
| Cash flows from (used in) operating activities | ||||||||||
| Net loss | (36,290,694 | ) | (17,357,656 | ) | ||||||
| Items not involving cash and cash equivalents: | ||||||||||
| Revaluation of warrants liability | 10,564,474 | 181,321 | ||||||||
| Finance costs expensed | 19(c) | 196,543 | 105,172 | |||||||
| Foreign exchange (gain) loss | (582,867 | ) | 362,445 | |||||||
| Share-based compensation | 19(b) | 1,922,962 | 975,409 | |||||||
| Depreciation and amortization | 19 (a),(b) | 579,573 | 248,130 | |||||||
| Net changes in working capital items | 20(a) | 958,432 | (1,029,125 | ) | ||||||
| (22,651,577 | ) | (16,514,304 | ) | |||||||
| Cash flows from (used in) financing activities | ||||||||||
| Cash proceeds from issuance of shares | 16 | 36,357,305 | 13,925,729 | |||||||
| Cash costs related to issuance of shares | (172,887 | ) | (702,386 | ) | ||||||
| Financing costs paid | — | (65,849 | ) | |||||||
| Cash proceeds from warrant exercises | 16, 10(b) | 7,857,044 | 4,351,656 | |||||||
| Cash received from option exercises | 16 | 555,739 | 777,862 | |||||||
| Lease payments | 11 | (515,096 | ) | (86,387 | ) | |||||
| 44,082,105 | 18,200,625 | |||||||||
| Cash flows from (used in) investing activities | ||||||||||
| Mining concession asset | 5 | (6,675,000 | ) | — | ||||||
| Acquisition of property, plant and equipment | 6 | (1,208,476 | ) | (92,151 | ) | |||||
| Intangible | (60,000 | ) | — | |||||||
| (7,943,476 | ) | (92,151 | ) | |||||||
| Net change in cash and cash equivalents during the period | 13,487,052 | 1,594,170 | ||||||||
| Cash and cash equivalents, opening balance | 38,930,957 | 14,166,196 | ||||||||
| Foreign exchange effect on cash balances | 514,605 | (240,448 | ) | |||||||
| Cash and cash equivalents, end of period | 52,932,614 | 15,519,918 | ||||||||
| For the nine months ended | Note | September 30, 2025 | September 30, 2024 | |||||||||
| $ | $ | |||||||||||
| Non-cash transactions: | ||||||||||||
| Mining concession asset | 5 | 3,847,766 | — | |||||||||
| Acquisition of property, plant and equipment | 6 | 6,893,496 | — | |||||||||
| Additions of right-of-use assets (ROU) | 1,560,537 | — | ||||||||||
| 12,301,799 | — | |||||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements
4
COLLECTIVE MINING LTD.
Interim Condensed Consolidated Statement of Changes in Equity (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)
| Note | Number of shares issued and outstanding | Share capital | Contributed surplus | Deficit | Total | |||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||
| Balance January 1, 2025 | 77,602,208 | 102,256,065 | 17,110,478 | (82,358,377 | ) | 37,008,166 | ||||||||||||||||||
| Issuance of shares – Offering March 2025 | 16 | 4,741,984 | 36,357,305 | — | — | 36,357,305 | ||||||||||||||||||
| Share issue costs | 16 | — | (172,887 | ) | — | — | (172,887 | ) | ||||||||||||||||
| Exercise of warrants | 16, 10(b) | 2,250,000 | 7,857,044 | 13,727,590 | — | 21,584,634 | ||||||||||||||||||
| Exercise of options | 16, 18 | 263,084 | 555,739 | — | — | 555,739 | ||||||||||||||||||
| Share-based compensation | 19(b) | — | — | 1,922,963 | — | 1,922,963 | ||||||||||||||||||
| Net loss for the period | — | — | — | (36,290,694 | ) | (36,290,694 | ) | |||||||||||||||||
| Balance September 30, 2025 | 84,857,276 | 146,853,266 | 32,761,031 | (118,649,071 | ) | 60,965,226 | ||||||||||||||||||
| Balance January 1, 2024 | 61,234,906 | 53,972,765 | 14,159,006 | (55,409,455 | ) | 12,722,316 | ||||||||||||||||||
| Issuance of shares – Offering March 2024 | 16 | 4,500,000 | 13,925,729 | — | — | 13,925,729 | ||||||||||||||||||
| Fair value of warrants issued | — | (1,193,634 | ) | — | — | (1,193,634 | ) | |||||||||||||||||
| Share issue costs | 16 | — | (702,386 | ) | — | — | (702,386 | ) | ||||||||||||||||
| Exercise of warrants | 16 | 1,836,150 | 4,351,656 | 1,784,361 | — | 6,136,017 | ||||||||||||||||||
| Exercise of options | 16, 18 | 744,917 | 777,862 | — | — | 777,862 | ||||||||||||||||||
| Share-based compensation | 19(b) | — | — | 975,409 | — | 975,409 | ||||||||||||||||||
| Net loss for the period | — | — | — | (17,357,656 | ) | (17,357,656 | ) | |||||||||||||||||
| Balance September 30, 2024 | 68,315,973 | 71,131,992 | 16,918,776 | (72,767,111 | ) | 15,283,657 | ||||||||||||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
5
COLLECTIVE MINING LTD.
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)
Tabular dollar amounts represent United States (“U.S.”) dollars, unless otherwise shown. References to C$/CAD and COP are to Canadian dollars and Colombian pesos, respectively.
| 1. | NATURE OF OPERATIONS |
Collective Mining Ltd. (“CML”) and its subsidiaries (collectively referred to as the “Company”) are principally engaged in the acquisition, exploration and development of mineral properties located in Colombia. The Company principally carries on business through an Ontario corporation and a foreign company branch office in Colombia.
The Company’s common shares began trading on the Toronto Stock Venture Exchange (“TSXV”) on May 20, 2021, under the symbol “CNL”. On July 18, 2022, the Company’s shares began trading on the OTCQX® Best Market under the symbol “CNLMF”. Effective September 6, 2023, CML’s common shares were voluntarily delisted from the TSXV and began trading on the Toronto Stock Exchange (“TSX”) under their current stock symbol “CNL”. On July 17, 2024, CML’s common shares were voluntarily delisted from the OTCQX® Best Market and began trading on the NYSE American LLC under the symbol “CNL”.
The registered office for CML is located at 82 Richmond St E 4th Floor Toronto, Ontario, Canada.
To date, the Company has not generated any revenue from mining or other operations as it is considered to be in the exploration stage.
| 2. | BASIS OF PREPARATION |
Statement of Compliance
The unaudited interim consolidated financial statements of the Company have been prepared in accordance with International Financial Reporting Standards and International Accounting Standards as issued by the International Accounting Standards Board (IASB) (collectively IFRS Accounting Standards) applicable to the preparation of interim consolidated financial statements, including International Accounting Standard (“IAS”) 34, Interim Financial Reporting (“IAS 34”), on a basis consistent with those accounting policies followed by the Company in the most recent audited annual consolidated financial statements.
These interim financial statements do not include all the information required for full annual financial statements. Certain information, in particular, accompanying notes normally included in the audited annual consolidated financial statements prepared in accordance with IFRS Accounting Standards, has been omitted or condensed. The accounting policies and the significant judgements, estimates and assumptions used in the application of the accounting policies in the preparation of these unaudited interim consolidated financial statements are those described in Notes 2, 3, and 4 of the audited annual consolidated financial statements for the year ended December 31, 2024 and have been consistently applied throughout all periods presented as if these policies had always been in effect with the exception of the following:
Accounting policies:
Exploration and evaluation expenditures
The Company has expanded its accounting policy in respect of the exploration and evaluation expenditures whereby the cost of acquiring mining concessions contracts are capitalized as mining concession assets, where such costs can be directly associated with a specific area of interest and meet the recognition criteria for an asset. Other exploration and evaluation expenditures—such as exploratory drilling, sampling, and surveying, and option payments—continue to be expensed as incurred, until management determines the mineral interest to be technically feasible and commercially viable. The Company did not change its accounting policy for exploration and evaluation expenditures and, therefore, retroactive application was not required.
6
COLLECTIVE MINING LTD.
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)
Provisions
The Company has expanded its accounting policy to include provisions for environmental remediation assumed by the Company in connection with the acquisition of a mining concession asset. The provision arises from a present obligation established by past events, where settlement is probable and the amount can be reliably estimated in accordance with IAS 37 – Provisions, Contingent Liabilities and Contingent Assets. Management has evaluated the requirement to undertake environmental remediation in the near term to ensure compliance with regulatory and operational obligations. The provision reflects the best estimate of the expenditure necessary to settle the obligation and is capitalised as part of the cost directly attributable to the acquisition of the mining concession. This provision is subject to regular review and is adjusted to reflect any changes in estimates or circumstances.
Significant judgments and estimates:
Mining Concession Asset
Management exercises significant judgment in determining the appropriate timing for the recognition of a mining concession asset given that regulatory approvals are required, and payment has not been made in full as of September 30, 2025. As of September 30, 2025, the Company has recognized both an asset and a corresponding liability (for the unpaid portion) relating to the acquisition of mining concession contracts. This recognition is based on the existence of a legally binding agreement to acquire the mining concession contract, and management’s determination that control of the asset has effectively transferred to the Company. However, the transaction remains subject to final regulatory approval by Colombian authorities and future cash settlements. The Company considers the receipt of regulatory approval to be highly probable (See Note 5 and Note 22).
Provision for environmental remediation
The Company has recognized provisions for environmental obligations associated with the treatment and closure of two tailings ponds and a waste dump assumed as part of the Company’s acquisition of a mining concession contract. Estimating the future costs of these obligations requires significant management judgment, particularly in the following areas:
| ● | The expected timing of asset retirement and the associated cash outflows; |
| ● | The applicable regulatory and environmental requirements; |
| ● | The estimated costs of other remediation activities including dismantling, removal, and restoration; |
| ● | The appropriate discount rate used to present value the future obligation. |
These estimates are inherently uncertain, as they are based on current legal requirements and technologies, which may change. As a result, actual costs may differ significantly from the estimated provision.
These unaudited interim condensed consolidated financial statements were approved and authorized by the Audit Committee, on behalf of the Board of Directors of the Company, on November 12th, 2025.
| 3. | NEW ACCOUNTING STANDARDS |
The following new standards and amendments to existing standards were issued by the IASB and are expected to be adopted by the Company in 2025 or later.
| (a) | IFRS 18, Presentation and Disclosure in Financial Statements (“IFRS 18”) - In April 2024, IFRS 18, was issued to achieve comparability of the financial performance of similar entities. The issuance of IFRS 18 is expected to have a substantive impact on financial statements, including potential changes to the structure of the income statement and various disclosure requirements. The standard, which replaces IAS 1, “Presentation of Financial Statements”, impacts the presentation of primary financial statements and notes, including the statement of earnings where companies will be required to present separate categories of income and expense for operating, investing, and financing activities with prescribed subtotals for each new category. The standard will also require management-defined performance measures to be explained and included in a separate note within the consolidated financial statements. The standard is effective for annual reporting periods beginning on or after January 1, 2027, including interim financial statements, and requires retrospective application. The Company is assessing the potential impact of the standard on its consolidated financial statements. |
7
COLLECTIVE MINING LTD.
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)
| 4. | RECEIVABLES AND PREPAID EXPENSES |
Receivables and prepaid expenses are made up of the following:
| As at | September 30, 2025 | December 31, 2024 | ||||||
| $ | $ | |||||||
| Prepaid expenses | 1,046,195 | 517,442 | ||||||
| Advance to suppliers | 298,509 | 72,082 | ||||||
| Other receivables (a) | 40,631 | 94,131 | ||||||
| 1,385,335 | 683,655 | |||||||
| (a) | Prepaid expenses |
Prepaid expenses are recognised as assets when payments are made for services to be received in future periods. As of December 31, 2025, Prepaid expenses amount to $1,046,195 (December 31, 2024 – $517,442) and mainly include: Directors and Officers insurance by $466,890 and easement payments by $372,664 which represents payments to landowners to secure access rights and permits for drilling rig installation and other exploration works.
| (b) | Other receivables |
Included in other receivables is $40,631 (December 31, 2024 – $79,692) of Harmonized Sales Tax (“HST”) refund receivable in Canada.
| 5. | MINING CONCESSION ASSET |
Mining concession asset consists of the following:
| As at | September 30, 2025 | December 31, 2024 | ||||||
| $ | $ | |||||||
| Opening balance | — | — | ||||||
| Addition: Original acquisition cost – First Guayabales Option (a) | 9,833,334 | — | ||||||
| Addition: Environmental remediation – First Guayabales Option (b) | 490,434 | — | ||||||
| Addition: Original acquisition cost – Other mining concessions (c) | 750,000 | — | ||||||
| Fair value adjustment | (551,002 | ) | — | |||||
| 10,522,766 | — | |||||||
| (a) | First Guayabales Option |
On June 23, 2025, the Company has exercised its option to acquire the mining concession contract under the option agreement entered into on June 24, 2020 (the “First Guayabales Option”). As a result, the Company and the optionor executed an addendum to the original agreement pertaining to the First Guayabales Option. Consequently, the Company has expedited the timeline for obtaining full ownership of the mining concession contract and no longer has the option to terminate the agreement (See Note 7(a)(i)).
In accordance with the Company’s accounting policy under IFRS 6, the total consideration owing to the optionor under the amended agreement has been reflected as a mining concession contract with a corresponding financial liability (for the unpaid portion) (See Note 12).
8
COLLECTIVE MINING LTD.
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)
In addition, the Company also received certain surface assets pursuant to the exercise of the option agreement related to small-scale mining operation currently operated by a third party within the boundaries of the property. Management is currently reviewing the valuation of these assets. Accordingly, the allocation of the cost associated with acquiring the mining concession contract is preliminary and subject to change upon completion of the final asset valuations and allocations.
| (b) | Environmental remediation |
As part of the acquisition of the mining concession contract, the Company has recognised a provision for environmental remediation of $490,434 (See Note 9). This amount specifically covers the treatment and closure of two small tailings ponds and a waste dump. The obligation arises from past activities conducted in the concession area prior to the Company’s acquisition (See Note 7(a)(i)).
In accordance with IAS 37 Provisions, Contingent Liabilities, and Contingent Assets, the provision represents the estimated present obligation for remediation. Consistent with IAS 16, Property, Plant and Equipment, the related cost has been capitalised as part of the acquisition cost of the mining concession, as it is directly attributable to the acquisition of the mining concession contract.
| (c) | Other Mining Concessions |
On July 16, 2025, the Company signed an agreement to acquire a mining concession for a total consideration of $750,000. The present value of the total consideration is determined to be $703,401 using a discount rate of 9.25% for the period 2025–2027.
In accordance with the Company’s accounting policy under IFRS 6, the total consideration owing to the seller under the amended agreement has been reflected as a mining concession contract with a corresponding financial liability (for the unpaid portion). As at September 30, 2025, the remaining fair value of the long-term liability outstanding for this agreement is $328,559(See Note 12).
| 6. | PROPERTY, PLANT AND EQUIPMENT |
Equipment and other fixed assets consist of the following:
| Land and Buildings (a) | Exploration Equipment and structures | Computer Equipment | Leasehold Improvement | Right of use assets (b) | Total | |||||||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| Opening net book value, January 1, 2025 | 58,749 | 343,704 | 34,123 | 96,971 | 146,515 | 680,062 | ||||||||||||||||||
| Additions | 8,081,973 | 132,994 | 35,011 | 15,875 | 1,671,793 | 9,937,646 | ||||||||||||||||||
| ROU New measurement | — | — | — | — | 74,327 | 74,327 | ||||||||||||||||||
| Disposals and write-downs | — | (234 | ) | (1,093 | ) | — | — | (1,327 | ) | |||||||||||||||
| Depreciation (c) | (2,495 | ) | (115,448 | ) | (50,699 | ) | (37,511 | ) | (372,589 | ) | (578,742 | ) | ||||||||||||
| Net book value, September 30, 2025 | 8,138,227 | 361,016 | 17,342 | 75,335 | 1,520,046 | 10,111,966 | ||||||||||||||||||
| Balance, September 30, 2025 | ||||||||||||||||||||||||
| Cost | 8,147,849 | 737,783 | 244,610 | 311,485 | 1,892,633 | 11,334,360 | ||||||||||||||||||
| Accumulated depreciation | (9,622 | ) | (376,767 | ) | (227,268 | ) | (236,150 | ) | (372,587 | ) | (1,222,394 | ) | ||||||||||||
| Net book value | 8,138,227 | 361,016 | 17,342 | 75,335 | 1,520,046 | 10,111,966 | ||||||||||||||||||
9
COLLECTIVE MINING LTD.
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)
| Land and Buildings | Exploration Equipment and structures | Computer Equipment | Leasehold Improvement | Right of use assets (b) | Total | |||||||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| Opening net book value, January 1, 2024 | 62,075 | 335,433 | 64,636 | 87,541 | 106,534 | 656,219 | ||||||||||||||||||
| Additions | — | 133,217 | 29,905 | 75,800 | 124,778 | 363,700 | ||||||||||||||||||
| Depreciation (c) | (3,326 | ) | (124,946 | ) | (60,418 | ) | (66,370 | ) | (84,797 | ) | (339,857 | ) | ||||||||||||
| Net book value, December 31, 2024 | 58,749 | 343,704 | 34,123 | 96,971 | 146,515 | 680,062 | ||||||||||||||||||
| Balance, December 31, 2024 | ||||||||||||||||||||||||
| Cost | 65,876 | 605,459 | 220,469 | 295,611 | 244,628 | 1,432,043 | ||||||||||||||||||
| Accumulated depreciation | (7,127 | ) | (261,755 | ) | (186,346 | ) | (198,640 | ) | (98,113 | ) | (751,981 | ) | ||||||||||||
| Net book value | 58,749 | 343,704 | 34,123 | 96,971 | 146,515 | 680,062 | ||||||||||||||||||
| (a) | Lands |
In September 2025, the Company completed two land acquisitions within the Guayabales Project area. These acquisitions consolidate ownership of areas strategically located for the future infrastructure and operational development of the Apollo discovery.
Land additions include the following:
| ■ | On September 18, 2025, the Company entered into a four-year agreement to acquire land with fixed terms of payment for a total consideration of $6,000,000. The present value of the total consideration is determined to be $5,307,846 using a discount rate of 9.50% for the period 2025–2029. Accordingly, land has been recognized at this amount, with a corresponding financial liability recorded (refer to Note 12). |
| ■ | On September 12, 2025, the Company entered into an agreement to purchase land for total consideration of $2,562,014. As at September 30, 2025, the remaining liability outstanding for this agreement is $2,050,604. The liability was fully settled in October 2025. |
| (b) | Right of use assets |
Right of use assets as at September 30, 2025, are comprised of one vehicle lease agreement with an initial term of 3 years, two warehouse leases, each one with an initial term of 3 years, one office lease with an initial term of 1 year, renewable for additional 1-year terms, and a second office lease with a term of 6 years. The value of additions is determined as the present value of lease payments at the inception of the lease (See Note 11).
| (c) | Depreciation |
Depreciation expense for the three and nine months ended September 30, 2025 of $203,537 and $578,742, respectively (three and nine months ended September 30, 2024 - $89,252 and $248,132, respectively), was recognized within exploration and evaluation expenses and general and administration expenses in the consolidated statement of operations and comprehensive loss (See Note 19 (a),(b)).
10
COLLECTIVE MINING LTD.
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)
| 7. | MINERAL INTERESTS |
| (a) | Guayabales Project |
The Guayabales Project consists of mining titles, exploration applications, three mining concession option agreements and a number of surface rights option agreements. The Guayabales Project is located in the Middle Cauca belt in the Department of Caldas, Colombia.
The Company has entered into four option agreements (the “First Guayabales Option”, the “Second Guayabales Option”, the “Third Guayabales Option” and the “Fourth Guayabales Option”) with third parties to explore, develop and acquire exploration property within the Guayabales Project.
On June 23, 2025, the Company accelerated the terms of the First Guayabales Option agreement and as a result will effect the transfer of 100% of the mining concession contract into its name. The formal transfer is expected to be completed in the fourth quarter of 2025 from the Colombian National Mining Agency (“ANM”).
In September 2025, the Company secured two additional option agreements (the “Third Guayabales Option” and the “Fourth Guayabales Option”) with third parties to explore and acquire mining concessions.
In October 2023 and May 2024, the Company secured option agreements to purchase surface rights.
First Guayabales Option – Executed Agreement
On June 24, 2020, the Company entered into the First Guayabales Option. The terms of the agreement are as follows:
Phase 1:
The Company must incur a minimum of $3,000,000 of exploration and evaluation expenditures in respect of such property within the First Guayabales Option and total option payments of $2,000,000 over a maximum four-year term ending on or before June 24, 2024, to proceed to Phase 2 of the agreement. The Company met these commitments and has entered Phase 2 of the agreement.
Phase 2:
To acquire a 90% interest in the property within the First Guayabales Option, the Company must incur a minimum of $10,000,000 of exploration and evaluation expenditures in respect of such property and total option payments $2,000,000, payable in equal instalments of $166,666 semi-annually over a maximum six-year term, commencing at the end of Phase 1.
Phase 3:
To acquire the remaining 10% interest in the property within the First Guayabales Option, the Company has the following options:
| ● | provide notice that the Company has elected to pay a 1% net smelter return (“NSR”) commencing on the first calendar day of each month after 85% of the processing plant capacity has been achieved in exchange for the remaining 10% interest; |
| ● | acquire 0.625% each year to a total of 10% by paying $250,000 semi-annually, commencing at the end of Phase 2, to a total of $8,000,000 in lieu of the NSR; or |
| ● | pay a one-time payment of $8,000,000 in lieu of the NSR. |
11
COLLECTIVE MINING LTD.
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)
In addition, the Company is required to fund and complete all development and construction activities to bring the project to commercial production.
Summary:
The following is a summary of the option payments and exploration expenditures required to acquire 100% of the property under the First Guayabales Option:
| Option Payments | Exploration Expenditures | Total | ||||||||||||
| $ | $ | $ | ||||||||||||
| Phase 1 | June 24, 2020 – June 24, 2024 | 2,000,000 | 3,000,000 | 5,000,000 | ||||||||||
| Phase 2 | June 24, 2024 – June 24, 2030 | 2,000,000 | 10,000,000 | 12,000,000 | ||||||||||
| Phase 3 | To commercial production | 8,000,000 | 1 | — | 8,000,000 | |||||||||
| 12,000,000 | 13,000,000 | 25,000,000 | ||||||||||||
| 1 | Based on the assumption that the Company does not elect to pay the NSR. |
The Company had the option to terminate the agreement at any time, upon notification to the optionor. As a result, the Company did not recognize any option payments that were payable in the future under the agreement in the consolidated statement of financial position.
On June 23, 2025, the Company has exercised its option to acquire the mining concession contract under the First Guayabales Option. As a result, the Company and the optionor executed an addendum to the original agreement pertaining to the First Guayabales option which accelerates the terms of the original agreement. Consequently, the Company has expedited the timeline for obtaining full ownership of the mining concession contract and no longer has the option to terminate the agreement.
Under the terms of the addendum, the total amount of the remaining consideration owed to the optionor remains the same as the original agreement. However, the payment schedule has been accelerated as follows:
| ● | $2,000,000 was payable upon signing of the amendment or shortly thereafter; |
| ● | an additional $2,000,000 was payable within one month provided the mining concession contract transfer request to the Colombian National Mining Agency (“ANM”) has been filed; |
| ● | an additional $2,300,000 was payable within two months following the submission of the mining concession contract transfer request; and |
| ● | the remaining $3,533,334 is payable in six equal installments over the following three years from the date of the execution of the addendum to the agreement. |
The present value of the total consideration owing to the optionor under the terms of the amended option agreement of $9,833,334 has been determined using a discount rate of 9.25% over a period from 2025 to 2028, resulting in the recognition of a mineral asset (See Note 5) of $9,328,931 and a corresponding financial liability (See Note 12). In addition, the Company has recognised a $490,434 provision for environmental remediation related to two small tailings ponds and a waste dump from activities prior its acquisition of the mining concession (See Note 9). Under IFRS 6, these costs have been capitalised as directly attributable to the acquisition, resulting in a total recognition of mining concession asset of $9,819,365 (See Note 5).
| $ | ||||
| Original acquisition cost – First Guayabales Option | 9,833,334 | |||
| Less: Fair value adjustment | (504,403 | ) | ||
| Fair value long-term liability | 9,328,931 | |||
| Addition: Environmental remediation (See Note 9) | 490,434 | |||
| Mining concession asset | 9,819,365 | |||
12
COLLECTIVE MINING LTD.
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)
For the three and nine months ended September 30, 2025, the Company has recognized $5,967,522 and $15,352,828, respectively (three and nine months ended September 30, 2024 – $2,232,454 and $6,707,688, respectively), including option payments of $nil, respectively (three and nine months ended September 30, 2024 – $nil and $250,000, respectively), as exploration and evaluation expenses in the consolidated statement of operations in respect of the First Guayabales Option.
From inception of the Agreement to September 30, 2025, the Company has fulfilled all minimum exploration expenditure requirements under the Option Agreement up to June 23, 2025, the date on which the Company exercised its option and obtained ownership of the property. During that period, the Company recognized total exploration and evaluation expenditures of $40,862,344 in relation to the property and made total option payments of $2,166,666.
As at September 30, 2025, the remaining fair value of the long-term liability outstanding for this agreement is $3,084,242.
Mining Concession Option Agreements
| i. | Second Guayabales Option |
On January 4, 2021, the Company entered into the Second Guayabales Option. The terms of the agreement are as follows:
Phase 1:
The option agreement provides the Company the right to explore the property within the Second Guayabales Option over a four-year term, expiring on January 2, 2025, for total payments over the term of the agreement of $1,750,000.
Phase 2:
The option agreement provides the Company the right to explore the property within the Second Guayabales Option over a second four-year term between January 2, 2025 to January 2, 2029 for total payments over the term of $1,000,000.
Phase 3:
Upon completion of Phase 2, the Company is required to pay a total of $4,300,000 over a two-year period ending on January 2, 2031 to acquire 100 percent of the property within the Second Guayabales Option.
Summary:
The following is a summary of the option payments to acquire the property under the Second Guayabales Option:
| $ | ||||
| Total Phase 1 | 1,750,000 | |||
| Total Phase 2 | 1,000,000 | |||
| Total Phase 3 | 4,300,000 | |||
| 7,050,000 | ||||
The Company has the option to terminate the agreement at any time, upon notification to the optionor.
For the three and nine months ended September 30, 2025, the Company has recognized $46,567 and $297,245, respectively (three and nine months ended September 30, 2024 – $122,097 and $1,701,045, respectively), including option payments of $nil and $250,000, respectively (three and nine months ended September 30, 2024 – $nil and $250,000, respectively), as exploration and evaluation expense in the consolidated statement of operations and comprehensive loss in respect of Phase I of the Second Guayabales Option.
13
COLLECTIVE MINING LTD.
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)
As at September 30, 2025, and from inception of the agreement, the Company has made total option payments of $1,750,000.
| ii. | Third Guayabales Option |
On September 18, 2025, the Company entered into the Third Guayabales Option agreement to acquire mining concessions and one application, with total payments of $10,200,000 over a five-year period as follow:
| ● | An initial installment of $2,800,000 is payable in 2025, of which $300,000 had been paid as of September 30, 2025. The remaining balance was paid in October 2025; |
| ● | Annual installments of $1,480,000 each year from 2026 through 2030. |
Under the terms of the option agreement, the optionor and the Company are required to submit applications for the transfer of 100% of the concessions to the Company within 30 days of the execution of the agreement. The Company assumes exclusively responsibility for the management and execution of all activities within the concession areas.
The Company has the option to terminate the agreement at any time, upon notification to the optionor.
For the three and nine months ended September 30, 2025, the Company has recognized option payments of $300,000, as exploration and evaluation expense in the consolidated statement of operations and comprehensive loss.
| iii. | Fourth Guayabales Option |
On September 18, 2025, the Company entered into the Fourth Guayabales Option agreement with one owner to acquire a mining concession.
Under the terms of an option agreement, the Company has the right to explore the mining concession up until October 1, 2028 at which point it can decide to acquire the mining concession by making a one-time payment of US$7,000,000.
The Company has the option to terminate the agreement at any time, upon notification to the optionor.
Surface Rights Option Agreements
| iv. | October 2023 |
On October 17, 2023, the Company entered into two option agreements with third parties to acquire surface rights over a four-year period. These option agreements replace and supersede the previous option agreements to acquire surface rights. The option agreements provide the Company the right to explore and acquire the property over a four-year term, expiring on April 30, 2027, for total payments over the term of the agreements of $4,400,000.
The Company has the option to terminate the agreement at any time, upon notification to the optionor.
For the three and nine months ended September 30, 2025, the Company has recognized option payments of $nil and $450,000, respectively (three and nine months ended September 30, 2024 – $nil and $400,000, respectively), as exploration and evaluation expense in the consolidated statement of operations and comprehensive loss.
14
COLLECTIVE MINING LTD.
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)
As at September 30, 2025, and from inception of the agreement, the Company has made total option payments of $1,875,000.
| v. | May 2024 |
On May 23, 2024, the Company entered into three option agreements with third parties to acquire surface rights. The option agreements provide the Company the right to explore and acquire the property. One agreement concluded on April 23, 2025, one agreement concluded on August 23, 2025, and the other one concludes on September 23, 2027. Upon conclusion of each agreement, the Company becomes the owner of the mentioned surface rights. Total payments over the term of the three agreements is $294,000.
The Company has the option to terminate the agreement at any time, upon notification to the optionor.
For the three and nine months ended September 30, 2025, the Company has recognized option payments of $14,020 and $60,324, respectively (three and nine months ended September 30, 2024 – $41,280 and $205,177, respectively), as exploration and evaluation expense in the consolidated statement of operations and comprehensive loss.
As at September 30, 2025, and from inception of the agreement, the Company has made total option payments of $274,974.
| (b) | San Antonio Project |
The Company has entered into two option agreements (the “First San Antonio Option” and the “Second San Antonio Option”) with third parties to explore, develop and acquire the mining concession and properties within the San Antonio Project.
| i. | First San Antonio Option |
On July 9, 2020, the Company entered into an option agreement with a third party to acquire the San Antonio Project. The San Antonio project is located approximately 80km south of Medellín. It is situated in the Middle Cauca belt in the Department of Caldas, Colombia.
The option agreement provides the Company the right to explore, develop and acquire the property over a seven-year term, expiring on July 9, 2027, for total payments over the term of the agreement of $2,500,000. The Company has the option to pay an additional $2,500,000 to the optionor upon reaching commercial production in exchange for the 1.5% NSR on the property that would otherwise be payable to the optionor. The exploration and development program, including the amount of expenditures, is at the sole discretion of the Company during the term of the agreement.
For the three and nine months ended September 30, 2025, the Company has recognized $2,531,242 and $4,251,157, respectively (three and nine months ended September 30, 2024 – $290,144 and $432,721, respectively), including option payments of $nil and $420,000, respectively (three and nine months ended September 30, 2024 – $nil and $250,000, respectively), as exploration and evaluation expense in the consolidated statement of operations and comprehensive loss.
As at September 30, 2025, and from inception of the agreement, the Company has made total option payments of $1,000,000.
15
COLLECTIVE MINING LTD.
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)
As the Company has the option to terminate the agreement at any time, upon notification to the optionor, the Company has not recognized any option payments payable in the future under the agreement in its consolidated statement of financial position.
| ii. | Second San Antonio Option |
On June 13, 2024, the Company entered into an initial easement agreement with a third party for a total consideration of $0.05 million. The agreement granted the Company certain surface access rights within a defined geographic area within the San Antonio Project.
Subsequently, on October 29, 2024, the Company and the optionor amended and expanded the original agreement. Under the modified terms, the Company obtained a right of first refusal to acquire properties (land and surface rights) within the same area. This arrangement provides the Company with the opportunity, but not the obligation, to acquire such properties in the future, with terms and conditions to be determined at the time of acquisition, until December 31, 2026.
The total consideration agreed under the amended agreement amounts to $0.50 million, payable in installments as follows:
| ● | an initial installment of $0.10 million was paid in 2024; |
| ● | an additional installment of $0.25 million scheduled for payment in 2025, of which $0.15 million was paid as of September 30, 2025, and the remaining $0.10 million was paid in October 2025; and |
| ● | A final installment of $0.15 million due in January 2026. |
The Company has the option to terminate the agreement at any time, upon notification to the optionor.
As at September 30, 2025, and from inception of the amended agreement, the Company has made total option payments of $0.25 million.
| 8. | LONG-TERM VAT RECEIVABLE |
Long-term receivable represents value added taxes in respect of exploration activities that will be recovered when the related project commences production, subject to local regulations.
| As at | September 30, 2025 | December 31, 2024 | ||||||
| $ | $ | |||||||
| Opening balance | 2,261,717 | 1,799,497 | ||||||
| VAT related to local purchases and services | 1,109,104 | 462,220 | ||||||
| Balance, end of period | 3,370,821 | 2,261,717 | ||||||
| Current portion | — | — | ||||||
| Long-term portion | 3,370,821 | 2,261,717 | ||||||
| 9. | PROVISION FOR ENVIRONMENTAL REMEDIATION |
| As at | September 30, 2025 | December 31, 2024 | ||||||
| $ | $ | |||||||
| Opening balance | — | — | ||||||
| Environmental remediation – First Guayabales Option | 490,434 | — | ||||||
| Foreign exchange | 21,167 | — | ||||||
| Balance, end of period | 511,601 | — | ||||||
As part of the acquisition of the mining concession asset (See Note 5), the Company has recognised a provision for environmental remediation. This amount specifically covers the treatment and closure of two tailings ponds and a waste dump. The obligation arises from past activities conducted in the concession area prior to the Company’s acquisition. Management has assessed the necessity to undertake the required remediation works in the coming months to comply with regulatory and operational requirements.
16
COLLECTIVE MINING LTD.
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)
The provision, representing the best estimate of the expenditures necessary to settle the obligation using best available information at this time, has been capitalised as part of the costs directly attributable to the acquisition of the mining concession asset (See Note 5).
Management is continuing to evaluate the regulatory, environmental and legal requirements related to the acquisition of the mining concession contract. This evaluation includes assessing the potential of additional costs for decommissioning and other reclamation work related to a small-scale mining operation currently operated by a third party within the boundaries of the property. The provision will be adjusted to reflect any changes in estimates or circumstances based on the completion of this evaluation expected to be finalized by the end of the year.
| 10. | WARRANTS LIABILITY |
The following represents warrants denominated in Canadian dollars and classified as derivative financial liabilities:
| Nine-month period ended September 30, 2025 | Year ended December 31, 2024 | |||||||||||||||
| Number of warrants | $ | Number of warrants | $ | |||||||||||||
| Opening balance | 2,250,000 | 3,163,115 | 1,836,150 | 1,638,808 | ||||||||||||
| Subscription Warrants issued – March 2024 (b) | — | — | 2,250,000 | 1,193,632 | ||||||||||||
| Warrants exercised | (2,250,000 | ) | (13,727,589 | ) | (1,836,150 | ) | (1,784,361 | ) | ||||||||
| Fair value revaluation of warrants liability (a) (b) | — | 10,564,474 | — | 2,115,036 | ||||||||||||
| Balance, end of period | — | — | 2,250,000 | 3,163,115 | ||||||||||||
| Current portion | — | — | (2,250,000 | ) | (3,163,115 | ) | ||||||||||
| Long-term portion | — | — | — | — | ||||||||||||
| (a) | Subscription Warrants – October 2022 Offering |
On October 25, 2022, the Company closed a Bought Deal Offering (the “October 2022 Offering”) of C$10,762,650 ($7,890,716), conducted by a syndicate of underwriters, and consisted of the sale of 4,783,400 Units at a price of C$2.25 per Unit.
Each Unit consisted of one common share of CML and one-half share purchase warrant of CML (each whole warrant, a “Subscription Warrant”). Each Subscription Warrant has an exercise price of C$3.25 with an expiry date on April 25, 2024.
The Warrants are classified as derivative financial liabilities as they are denominated in Canadian dollars and the Company’s functional currency is the US dollar. Proceeds from the Offering October 2022 are allocated between Common Shares and Subscription Warrants on the residual fair value method within the unit.
The issue date fair value of the Warrants was determined to be C$0.55 per warrant with the resulting allocation of the total proceeds for the Offering October 2022 being:
| C$ | $ | |||||||
| Warrants liability – Subscription Warrants | 1,326,628 | 972,627 | ||||||
| Share capital – Subscription Shares | 9,436,022 | 6,918,089 | ||||||
| Total gross proceeds | 10,762,650 | 7,890,716 | ||||||
For the nine months ended September 30, 2025, the Company recognized $nil (three and nine months ended September 30, 2024 – $nil (derivative loss) and $145,555 (derivative loss), respectively) in the consolidated statement of operations and comprehensive loss for the revaluation of the Warrants.
As at September 30, 2025, there were no outstanding Subscription Warrants – October 2022 Offering and the balance of the warrants was $nil. As at April 25, 2024, all 2,391,700 Subscription Warrants – October 2022 were exercised with total proceeds received of $5,702,773 (C$7,773,025) representing the exercise of all Subscription Warrants.
17
COLLECTIVE MINING LTD.
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)
| (b) | Subscription Warrants – March 2024 Offering |
On March 4, 2024, the Company closed a strategic investment by a single purchaser on a non-brokered private placement (the “March 2024 Offering”) of C$18,900,000 ($13,925,729). The March 2024 Offering consisted of the sale of 4,500,000 Units at a price of C$4.20 per Unit.
Each Unit was comprised of one common share in the capital of the Company (“Common Share”) and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each Warrant entitles the holder thereof to acquire one Common Share, subject to standard anti-dilution provisions, at a price of $5.01 until March 4, 2027, however the Company has the right to accelerate the expiry of the Subscription Warrants in the event that the Company’s closing price on the TSXV remains equal to or higher than $6.00 for 20 consecutive trading days following the date that is 24 months after the Closing Date, the Company may accelerate the Warrant Term to the date which is 30 trading days following the date a notice is provided to holders of Warrants and a press release is issued by the Company announcing the accelerated Warrant Term.
The Warrants were classified as derivative financial liabilities as they were denominated in Canadian dollars and the Company’s functional currency is the US dollar. Proceeds from the March 2024 Offering were allocated between Common Shares and Subscription Warrants based on the residual fair value method within the unit.
The issue date fair value of the Warrants was determined to be C$0.72 per warrant with the resulting allocation of the total proceeds for the March 2024 Offering being:
| C$ | $ | |||||||
| Warrants liability – Subscription Warrants | 1,620,000 | 1,193,634 | ||||||
| Share capital – Subscription Shares | 17,280,000 | 12,732,095 | ||||||
| Total gross proceeds | 18,900,000 | 13,925,729 | ||||||
For the three and nine months ended September 30, 2025, the Company recognized a derivative loss of $nil and $10,564,474, respectively (three and nine months ended September 30, 2024 – $647,528 (derivative loss) and $35,768 (derivative loss), respectively), in the consolidated statement of operations and comprehensive loss for the revaluation of the Warrants.
Fair value for the Subscription Warrants was determined using the Binomial pricing model using the following weighted average assumptions as at March 20, 2025:
| Weighted average share price | C$ | 13.75 | ||
| Weighted average risk-free interest rate | 2.75 | % | ||
| Weighted average dividend yield | Nil | |||
| Weighted average stock price volatility | 52.56 | % | ||
| Weighted average period to expiry (years) | — |
On March 20, 2025, all 2,250,000 Warrants – March 2024 Offering were exercised with total proceeds received of $7,857,044 (C$11,272,500).
18
COLLECTIVE MINING LTD.
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)
| 11. | LEASE LIABILITIES |
| As at | September 30, 2025 | December 31, 2024 | ||||||
| $ | $ | |||||||
| Opening balance | 155,527 | 119,697 | ||||||
| New leases during the period | 1,671,793 | 124,778 | ||||||
| Change in liability (interest rate and inflation) | 65,314 | — | ||||||
| Lease payments | (515,096 | ) | (114,790 | ) | ||||
| Interest accretion expense | 196,543 | 50,126 | ||||||
| Foreign exchange | 148,547 | (24,284 | ) | |||||
| Balance, end of period | 1,722,628 | 155,527 | ||||||
| Current portion | (603,885 | ) | (82,795 | ) | ||||
| Long-term portion | 1,118,743 | 72,732 | ||||||
The lease liabilities were measured on inception of the lease at the present value of the lease payments over the lease term, discounted using a weighted average discount rate of 22.70%, based on the Company’s incremental borrowing rate.
Interest accretion expense or amortization of the discount on the lease liability is charged to the consolidated statement of operations and comprehensive loss using the effective interest method.
For the three and nine months ended September 30, 2025, the Company made lease payments of $102,934 and $384,778, respectively (three and nine months ended September 30, 2024 – $68,873 and $171,708, respectively) for contracts with terms of 12 months or less and which were recognized as lease expense within exploration and evaluation expenses.
| 12. | OTHER LONG-TERM LIABILITIES |
| As at | September 30, 2025 | December 31, 2024 | ||||||
| $ | $ | |||||||
| Opening balance | — | — | ||||||
| Original acquisition cost – First Guayabales Option | 9,833,334 | — | ||||||
| Original acquisition cost – Other mining concessions | 750,000 | — | ||||||
| Original acquisition cost – Lands | 6,000,000 | — | ||||||
| Other Long-Term Liabilities Payments | (7,141,448 | ) | — | |||||
| Interest accretion expense | 55,469 | |||||||
| Fair value long-term liability | (1,243,156 | ) | ||||||
| Balance, end of period | 8,254,199 | — | ||||||
| Current portion | (3,666,485 | ) | — | |||||
| Long-term portion | 4,587,714 | 12— | ||||||
19
COLLECTIVE MINING LTD.
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)
| Long-Term Liabilities by Project | Nominal Acquisition Cost | Payments | Interest Accretion | Fair Value Adjustment | September 30, 2025 | |||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||||
| First Guayabales Option (a) | 9,833,334 | (6,300,000 | ) | 55,311 | (504,403 | ) | 3,084,242 | |||||||||||||
| Other Mining Concessions (b) | 750,000 | (375,000 | ) | 158 | (46,599 | ) | 328,559 | |||||||||||||
| Land acquisitions (c) | 6,000,000 | (466,448 | ) | — | (692,154 | ) | 4,841,398 | |||||||||||||
| Balance, end of period | 16,583,334 | (7,141,448 | ) | 55,469 | (1,243,156 | ) | 8,254,199 | |||||||||||||
| Fair Value - Payment Schedule by Project | Less than 1 year | Year 2 | Year 3 | Year 4 | Total | |||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||||
| First Guayabales Option (a) | 1,105,043 | 1,506,069 | 473,130 | — | 3,084,242 | |||||||||||||||
| Other Mining Concessions (b) | 171,542 | 157,017 | — | — | 328,559 | |||||||||||||||
| Land acquisitions(c) | 2,389,900 | 834,730 | 762,218 | 854,550 | 4,841,398 | |||||||||||||||
| Balance, end of period | 3,666,485 | 2,497,816 | 1,235,348 | 854,550 | 8,254,199 | |||||||||||||||
| (a) | First Guayabales Option |
On June 23, 2025, the Company has recognized a financial liability as a result of the exercise of its option to acquire the mining concession contract under the First Guayabales Option.
The present value of the total consideration owing to the optionor under the terms of the amended First Guayabales option agreement of $9,833,334 has been adjusted to reflect the time value of money using a discount rate of 9.25% over a period from 2025 to 2027 resulting in the recognition of a mining concession contract of $9,328,931 and a corresponding financial liability (See Note 7(a)).
The total amount of $9,833,334 will be paid as follows:
| ● | An initial installment of $6,888,889 is payable in 2025, of which $6,300,000 had been paid as of September 30, 2025. The remaining balance is scheduled to be paid in December 2025; |
| ● | Two payments totaling $1,177,778 are scheduled to be made in June and December 2026; |
| ● | One payment of $588,889 payable in June 2027; and |
| ● | And two payments totaling $1,177,778 are scheduled to be made in June and December 2028. |
As at September 30, 2025, the remaining fair value of the long-term liability outstanding for this agreement is $3,084,242.
| (b) | Other Mining Concessions |
On July 16, 2025, the Company has recognized a financial liability as a result of the acquisition of a mining concession under a two-year term for a total consideration of $750,000.
20
COLLECTIVE MINING LTD.
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)
The present value of the total consideration owing to the seller under the terms of the agreement of $750,000 has been adjusted to reflect the time value of money using a discount rate of 9.25% over a period from 2025 to 2027 resulting in the recognition of a mining concession of $703,401 and a corresponding financial liability (See Note 6 (c)).
The total amount of $750,000 will be paid as follows:
| ● | An initial installment of $375,000 was paid in July 2025, and |
| ● | Annual installments of $187,500 to be paid in 2026 and 2027. |
As at September 30, 2025, the remaining fair value of the long-term liability outstanding for this agreement is $328,559.
| (c) | Lands |
On September 18, 2025, the Company has recognized a financial liability as a result of the acquisition of land under a four-year term agreement for a total consideration of $6,000,000.
The present value of the total consideration owing to the seller under the terms of the agreement of $6,000,000 has been adjusted to reflect the time value of money using a discount rate of 9.50% over a period from 2025 to 2029 resulting in the recognition of a property, plant and equipment of $5,307,846 and a corresponding financial liability (See Note 6 (a)).
The total amount of US$6,000,000 will be paid as follows:
| ● | An initial installment of $1,950,000 was paid in October 2025, and |
| ● | Annual installments of $937,500 to be paid from 2026 to 2029. |
As at September 30, 2025, the remaining fair value of the long-term liability outstanding for this agreement is $4,841,398.
The financial liability is classified and measured at amortized cost, and the amortization of the discount will be recognized as a finance cost consistent with the terms in the payment schedules.
| 13. | RELATED PARTY TRANSACTIONS |
Related parties include management, the Board of Directors, close family members and enterprises that are controlled by these individuals as well as certain persons performing similar functions.
Compensation of key management personnel
Key management includes independent directors, the Executive Chairman of the board of directors (the “Chairman”), the Chief Executive Officer (“CEO”), the President and the Chief Financial Officer (“CFO”). The remuneration of members of key management personnel were as follows:
| For the nine months ended September 30 | 2025 | 2024 | ||||||
| $ | $ | |||||||
| Management salaries and benefits | 760,553 | 585,000 | ||||||
| Share-based payments | 1,154,063 | 249,146 | ||||||
| 1,914,616 | 834,146 | |||||||
In accordance with IAS 24, key management personnel are those having authority and responsibility for planning, directing, and controlling the activities of the Company.
21
COLLECTIVE MINING LTD.
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)
| 14. | FINANCIAL INSTRUMENTS |
Financial Instrument Disclosures
Details of the significant accounting policies and methods adopted (including the criteria for recognition, the bases of measurement and the bases for recognition of income and expenses) for each class of financial asset and financial liability are disclosed in Note 4 of the audited annual consolidated financial statements for the year ended December 31, 2024.
Fair value measurement
Fair market value represents the amount that would be exchanged in an arm’s length transaction between willing parties and is best evidenced by a quoted market price, if one exists.
Fair value measurement is determined based on the fair value hierarchy as follows:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices); and
Level 3: Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).
The carrying values for financial assets and liabilities for cash and cash equivalents, accounts payable and accrued liabilities, lease liabilities and other long-term liabilities approximate their fair values as at September 30, 2025.
Other financial liabilities of $9,976,827 as at September 30, 2025 (December 31, 2024 – $3,318,642) were as follows:
| As at September 30, 2025 | FVTPL | FVOCI | Amortized Cost | Total | ||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Financial liabilities | ||||||||||||||||
| Warrants liability (level 2) | — | — | — | — | ||||||||||||
| Lease liabilities (level 2) | — | — | 1,722,628 | 1,722,628 | ||||||||||||
| Other long-term liabilities | — | — | 8,254,199 | 8,254,199 | ||||||||||||
| — | — | 9,976,827 | 9,976,827 | |||||||||||||
| As at December 31, 2024 | FVTPL | FVOCI | Amortized Cost | Total | ||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Financial liabilities | ||||||||||||||||
| Warrants liability (level 2) | 3,163,115 | — | — | 3,163,115 | ||||||||||||
| Lease liabilities (level 2) | — | — | 155,527 | 155,527 | ||||||||||||
| 3,163,115 | — | 155,527 | 3,318,642 | |||||||||||||
There were no transfers between the fair value hierarchy during the three months ended September 30, 2025.
| 15. | FINANCIAL AND CAPITAL RISK MANAGEMENT |
| (a) | Financial Risk Management |
The Company’s activities expose it to a variety of financial risks, which include currency risk, credit risk, liquidity risk and interest rate risk.
Risk management is carried out by the Company’s management with guidance from and policies approved by the Board of Directors.
22
COLLECTIVE MINING LTD.
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)
Financial Risk Factors
Foreign currency risk
Foreign currency risk arises from future commercial transactions and recognized assets and liabilities denominated in currency that is not the entity’s functional currency. The Company’s functional currency is the U.S. dollar. The Company conducts some of its operating, financing and investing activities in currencies other than the U.S. dollar. The Company is therefore subject to gains and losses due to fluctuations in these currencies relative to the U.S. dollar. The Company does not use derivative instruments to hedge exposure to foreign exchange risk.
As at September 30, 2025, the exchange rates were COP:US$@, based on Banco de la Republica – Colombia, and CAD:US$@, based on Bank of Canada, respectively (September 30, 2024, COP:US$4,164.21 and CAD:US$0.7408, respectively).
For the nine months ended September 30, 2025, the average was COP:US$@ and CAD:US$@, respectively (nine months ended September 30, 2024, COP:US$3,978,76 and CAD:US$0.7351, respectively).
The Company had the following foreign currency balances:
| As at September 30, 2025 | Foreign Currency | Foreign Balance | $ | |||||||
| Cash and cash equivalents | COP (000’s) | 1,961,587 | 502,805 | |||||||
| Cash and cash equivalents | CAD | 4,885,599 | 3,509,517 | |||||||
| Receivables and prepaid expenses | COP (000’s) | 3,019,495 | 773,974 | |||||||
| Long-Term VAT Receivable | COP (000’s) | 13,150,549 | 3,370,821 | |||||||
| Receivables and prepaid expenses | CAD | 57,173 | 41,070 | |||||||
| Accounts payable and accrued liabilities | COP (000’s) | (23,649,544 | ) | (6,061,981 | ) | |||||
| Accounts payable and accrued liabilities | CAD | (37,768 | ) | (27,130 | ) | |||||
| Provision for environmental remediation | COP (000’s) | (1,995,903 | ) | (511,601 | ) | |||||
| Lease liability | COP (000’s) | (4,365,359 | ) | (1,118,953 | ) | |||||
| As at December 31, 2024 | Foreign Currency | Foreign Balance | $ | |||||||
| Cash and cash equivalents | COP (000’s) | 1,194,733 | 270,967 | |||||||
| Cash and cash equivalents | CAD | 42,518,337 | 29,549,195 | |||||||
| Receivables and prepaid expenses | COP (000’s) | 1,597,666 | 362,352 | |||||||
| Long-Term VAT Receivable | COP (000’s) | 9,972,248 | 2,261,717 | |||||||
| Receivables and prepaid expenses | CAD | 114,670 | 79,693 | |||||||
| Accounts payable and accrued liabilities | COP (000’s) | (6,860,475 | ) | (1,555,963 | ) | |||||
| Accounts payable and accrued liabilities | CAD | (24,324 | ) | (16,904 | ) | |||||
| Warrants liability | CAD | (4,551,406 | ) | (3,163,115 | ) | |||||
| Lease liability | COP (000’s) | (685,742 | ) | (155,527 | ) |
The Company is exposed to foreign currency risk on fluctuations on the balances that are denominated in Canadian dollars and Colombian pesos. As at September 30, 2025, had both the Canadian dollar and the Colombian peso strengthened/weakened by 10% against U.S. dollar with all other variables held constant, the Company’s would have reported an increase/reduction in the net loss for the period ended September 30, 2025, of $43,502 and $53,169, respectively.
Credit risk
Credit risk is the risk of loss associated with a counter party’s inability to fulfil its payment obligations. The Company’s credit risk is primarily attributable to cash and cash equivalents and receivables. The Company has no significant concentration of credit risk arising from its properties. The majority of the Company’s cash and cash equivalents are held with banks in Canada and Colombia. Funds held in banks in Colombia are limited to yearly forecasted Colombian denominated expenses. The Company limits material counterparty credit risk on these assets by dealing with financial institutions with credit ratings of at least “BBB-” or higher, or those which have been otherwise approved. Receivables mainly consist of receivables for refundable commodity taxes in Canada and Colombia. Management believes that the credit risk concentration with respect to remaining amounts receivable is minimal.
23
COLLECTIVE MINING LTD.
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)
Liquidity risk
Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its financial obligations as they come due. The Company regularly evaluates its cash position to ensure preservation and security of capital as well as maintenance of liquidity. The Company manages its liquidity risk by proactively mitigating exposure through cash management, including forecasting its liquidity requirements with available funds and anticipated investing and financing activities.
As at September 30, 2025, the cash balance was $52,932,614. However, the cash balance is not sufficient to continue to explore, build a mine, and meet all of its future obligations in respect of the option contracts in Note 21 if the Company elects to exercise all its options in respect of all the contracts. Thus, continued operations of the Company are dependent on its ability to develop a sufficient financing plan, receive continued financial support from existing shareholders and/or new shareholders or through other arrangements, complete sufficient public equity financing, or generate profitable operations in the future.
Interest rate risk
Interest rate risk is the impact that changes in interest rates could have on the Company’s earnings and liabilities. The Company’s cash balances are not subject to significant interest rate risk as balances are current.
| (b) | Capital Management |
The Company manages its capital to maintain its ability to continue as a going concern in order to pursue the exploration and evaluation of its mineral interests. The Company mainly relies on equity issuances to raise new capital. The capital structure of the Company includes the components of equity as well as cash and cash equivalents.
On November 10, 2021, the Company filed a short form base shelf prospectus which will allow the Company to issue common shares, warrants, subscriptions receipts, units of debt securities among others for up to an aggregate total of C$100,000,000. The initial base shelf prospectus was effective until December 2023.
In connection with the initial base shelf prospectus:
| - | On October 25, 2022, the Company closed the October 2022 Offering for a total of $7,891,000 (C$10,763,000) which consisted of the sale of 4,783,400 units at a price of C$2.25 per unit. |
| - | On March 22, 2023, the Company closed the March 2023 Offering for a total of $21,882,311 (C$30,005,000) which consisted of the sale of 7,060,000 shares at a price of C$4.25 per share. |
On December 6, 2023, the Company filed a new short form base shelf prospectus (“Current Base Shelf Prospectus”) which will allow the Company to issue common shares, warrants, subscriptions receipts, units or debt securities, or a combination thereof up to an aggregate total of C$200,000,000. The new base shelf prospectus replaces the one approved on November 10, 2021 and remains effective until January 2026.
In connection with the Current Base Shelf Prospectus:
| - | On October 31, 2024, the Company closed the October 2024 Offering for a total of $28,923,541 (C$40,250,000) which consisted of the sale of 8,050,000 shares at a price of C$5.00 per share. |
24
COLLECTIVE MINING LTD.
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)
| - | On October 8, 2025, the Company closed the October 2025 Offering for a total of $89,879,587 (C$125,400,000) which consisted of the sale of 6,600,000 shares at a price of C$19.00 per share. |
As of November 12th, 2025, the remaining balance of the base shelf prospectus is C$34,350,000.
The Company prepares annual estimates of exploration and administrative expenditures and monitors actual expenditures compared to estimates to ensure that there is sufficient capital on hand to meet ongoing obligations. The Company maintains its cash in highly liquid short-term deposits which can be liquidated immediately without interest or penalty.
The Company’s overall strategy with respect to capital risk management has remained consistent for the period ended September 30, 2025.
| 16. | SHARE CAPITAL |
| (a) | Authorized |
Authorized share capital consists of an unlimited number of common shares without par value. All issued shares are fully paid. No dividends have been paid or declared by the Company since inception.
| (b) | Issued |
During the nine months ended September 30, 2025 and 2024, the Company issued shares resulting from the following transactions:
2025 Transactions
| i. | On March 20, 2025, the Company issued 4,741,984 common shares, at a price of C$11.00 per share, resulting from the closing of the March 2024 – Private Placement for a total of $36,357,304 (C$52,161,824). Common share issue costs of $172,887 were cash based and were recognized as a reduction in share capital. |
| ii. | The Company issued 263,084 common shares resulting from the exercise of stock options (See Note 18). |
| iii. | The Company issued 2,250,000 common shares resulting from the exercise of warrants (See Note 10(a)). |
2024 Transactions
| iv. | On March 4, 2024, the Company issued 4,500,000 common shares upon closing of the March 2024 Offering. Proceeds from the March 2024 Offering of C$18,900,000 ($13,925,729) were allocated between Common Shares and Warrants on a pro-rata basis of their fair value within the unit of which $12,732,095 was allocated to Common Shares (See Note 10(b)). Common Share issue costs of $702,386 (See Note 10(b)) were recognized as a reduction in share capital. |
| v. | The Company issued 744,917 common shares resulting from the exercise of stock options (See Note 18). |
| vi. | The Company issued 1,836,150 common shares resulting from the exercise of warrants (See Note 10(a)). |
25
COLLECTIVE MINING LTD.
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)
| 17. | Earnings per share |
| (a) | Basic |
Basic earnings (loss) per share are calculated by dividing net income (loss) attributable to equity holders of the Company by the weighted average number of common shares outstanding as follows:
| For the nine months ended September 30 | 2025 | 2024 | ||||||
| Net loss | $ | (36,290,694 | ) | $ | (17,357,656 | ) | ||
| Weighted average number of common shares outstanding | 82,846,305 | 66,321,577 | ||||||
| Basic net loss per common share | $ | (0.44 | ) | $ | (0.26 | ) | ||
| (b) | Diluted |
The Company incurred a net loss for each of the periods of three months and nine months ended September 30, 2025 and 2024; therefore, all outstanding stock options and share warrants have been excluded from the calculation of diluted loss per share since the effect would be anti-dilutive.
| 18. | SHARE BASED PAYMENTS |
The Company adopted a stock option plan (the “Plan”) pursuant to the Securities Act of Ontario (the “Act”). The aggregate maximum number of shares reserved for issuance under the Plan and all other security-based compensation arrangements (together “Share Compensation Arrangements”) at any given time is 10% of the Company’s issued and outstanding shares as at the date of the grant of the Share Compensation Arrangement. Any shares subject to a stock option under the Plan which have been exercised, cancelled, repurchased, expired or terminated in accordance with the Plan will again be available under the Plan.
Under the Plan, the Company may grant to directors, officers, employees, and consultants stock options to purchase common shares of the Company. Stock options granted under the Plan will be for a term not to exceed 10 years.
The continuity of stock options during the period were as follows:
| 2025 | 2024 | |||||||||||||||
| Number of stock options | Weighted average exercise price | Number of stock options | Weighted average exercise price | |||||||||||||
| C$ | C$ | |||||||||||||||
| Outstanding, beginning of period | 4,434,800 | 4.07 | 4,177,217 | 3.10 | ||||||||||||
| Granted | 900,000 | 13.54 | — | — | ||||||||||||
| Exercised | (263,084 | ) | (3.03 | ) | (744,917 | ) | (1.42 | ) | ||||||||
| Forfeited | (50,000 | ) | (4.12 | ) | — | — | ||||||||||
| Outstanding, September 30 | 5,021,716 | 5.82 | 3,432,300 | 3.47 | ||||||||||||
26
COLLECTIVE MINING LTD.
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)
The following table summarizes information about stock options outstanding and exercisable as at September 30, 2025:
| Options Outstanding | Options Exercisable | |||||||||||||||||||||||
| Range of Price (C$) | Number of Options Outstanding | Weighted average remaining contractual life (years) | Weighted average exercise price (C$) | Number of options exercisable | Weighted average remaining contractual life (years) | Weighted average exercise price (C$) | ||||||||||||||||||
| $2.00 – $3.00 | 1,833,800 | 1.54 | 2.87 | 1,833,800 | 1.54 | 2.87 | ||||||||||||||||||
| $3.01 – $4.00 | 133,250 | 0.80 | 3.99 | 133,250 | 0.80 | 3.99 | ||||||||||||||||||
| $4.01 – $6.00 | 2,004,666 | 3.76 | 5.15 | 384,665 | 3.16 | 4.24 | ||||||||||||||||||
| $6.01 – $16.00 | 1,050,000 | 4.24 | 12.50 | 150,000 | 2.59 | 6.26 | ||||||||||||||||||
| 5,021,716 | 4.24 | 5.82 | 2,501,715 | 1.81 | 3.35 | |||||||||||||||||||
Options outstanding as at September 30, 2025 vest every six or twelve months over a two, three, or four-year period and have a term of five years. The unamortized portion of share-based expenses as of September 30, 2025, is $3,442,911. This amount remains to be recognized in future periods.
The following is a summary of the stock options granted during the period, the fair values and the assumptions used in the Black-Scholes option pricing formula:
| For the nine months ended September 30 | 2025 | 2024 | ||||||
| Number of options granted | 900,000 | Nil | ||||||
| Weighted average share price on grant date | C$ | 13.54 | Nil | |||||
| Weighted average risk-free interest rate | 2.63 | % | Nil | |||||
| Weighted average dividend yield | Nil | Nil | ||||||
| Weighted average stock price volatility, based on historical volatility for comparable companies | 55.81 | % | Nil | |||||
| Weighted average period to expiry (years) | 3.50 | Nil | ||||||
| Weighted average grant date fair value per share | $ | 8.34 | Nil | |||||
For the three and nine months ended September 30, 2025, the Company has recognized $853,489 and $1,922,963, respectively (three and nine months ended September 30, 2024 – $286,050 and $975,409, respectively), as general and administration expense in the consolidated statement of operations in respect of the amortization of the share-based compensation.
| 19. | EXPENSES BY NATURE |
| (a) | Exploration and evaluation |
Exploration and evaluation expense is made up of the following:
| Three months ended September 30 | Nine months ended September 30 | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Drilling services | 3,040,696 | 1,820,870 | 8,282,390 | 4,861,340 | ||||||||||||
| Option payments and fees (i) | 1,711,454 | 390,798 | 2,990,664 | 1,614,261 | ||||||||||||
| Salaries and benefits | 875,910 | 608,377 | 2,343,059 | 1,713,808 | ||||||||||||
| Assaying | 585,292 | 421,712 | 1,650,673 | 1,453,674 | ||||||||||||
| Field costs, surveys and other | 872,258 | 431,608 | 1,827,271 | 1,296,171 | ||||||||||||
| Transportation and meals | 493,494 | 290,652 | 1,134,932 | 780,689 | ||||||||||||
| Consulting and professional fees | 225,389 | 153,435 | 714,574 | 948,395 | ||||||||||||
| Geophysics | 5,730 | — | 190,702 | — | ||||||||||||
| Security | 125,093 | 77,851 | 306,619 | 260,048 | ||||||||||||
| Community expenses | 286,158 | 228,033 | 632,103 | 376,830 | ||||||||||||
| Depreciation and amortization | 173,133 | 76,873 | 525,515 | 214,764 | ||||||||||||
| Studies and technical evaluation | 399,853 | — | 487,840 | — | ||||||||||||
| 8,794,460 | 4,500,209 | 21,086,342 | 13,519,980 | |||||||||||||
| i. | For the three and nine months ended September 30, 2025, the Company recognized option payments of $734,020 and $1,480,324, respectively (three and nine months ended September 30, 2024 — $291,280 and $1,355,177, respectively). |
27
COLLECTIVE MINING LTD.
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)
| (b) | General and administration |
General and administration expense is made up of the following:
| Three months ended September 30 | Nine months ended September 30 | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Salaries and benefits | 725,601 | 378,382 | 1,977,198 | 1,153,545 | ||||||||||||
| Share-based compensation | 853,489 | 286,050 | 1,922,963 | 975,409 | ||||||||||||
| Consulting and professional fees | 369,161 | 148,691 | 1,110,189 | 365,093 | ||||||||||||
| Office administration | 188,612 | 153,180 | 425,034 | 327,931 | ||||||||||||
| Travel and entertainment | 119,997 | 104,107 | 393,298 | 328,981 | ||||||||||||
| Regulatory and compliance fees | 40,299 | 272,419 | 296,950 | 414,952 | ||||||||||||
| Depreciation | 30,404 | 12,379 | 53,227 | 33,366 | ||||||||||||
| Investor relations | 28,114 | 62,108 | 183,946 | 212,312 | ||||||||||||
| Others | 40,870 | — | 110,167 | — | ||||||||||||
| Director’s fees and expenses | 53,000 | 29,337 | 111,000 | 60,347 | ||||||||||||
| 2,449,547 | 1,446,653 | 6,583,972 | 3,871,936 | |||||||||||||
| (c) | Finance costs |
Finance costs is made up of the following:
| Three months ended September 30 | Nine months ended September 30 | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Finance issue expense (i) | — | — | — | 65,849 | ||||||||||||
| Interest accretion expense (ii) | 123,207 | 12,774 | 252,012 | 39,323 | ||||||||||||
| Other finance expense | 58,388 | 16,949 | 99,470 | 53,704 | ||||||||||||
| 181,595 | 29,723 | 351,482 | 158,876 | |||||||||||||
| i. | Represents the portion of the March 2024 Offering financing costs allocated to the Subscription Warrants. |
| ii. | Interest accretion expense or amortization of the discount is in respect of the lease liability and other long-term liabilities (See Note 11 and Note 12). |
| 20. | CASH FLOW INFORMATION |
Operating Activities
Net changes in working capital items:
| Three months ended September 30 | Nine months ended September 30 | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Receivables and prepaid expenses | (725,053 | ) | (608,398 | ) | (1,472,071 | ) | (836,704 | ) | ||||||||
| Accounts payables and accrued liabilities | 757,221 | 55,603 | 2,430,503 | (192,420 | ) | |||||||||||
| 32,168 | (552,795 | ) | 958,432 | (1,029,124 | ) | |||||||||||
28
COLLECTIVE MINING LTD.
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)
| 21. | COMMITMENTS, OPTION AGREEMENTS AND CONTINGENCIES |
Commitments
As at September 30, 2025, the Company had the following contractual commitments and obligations:
| Total | Less than 1 Year | Years 2 – 5 | After 5 Years | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Service contracts (a) | 945,023 | 945,023 | — | — | ||||||||||||
| Other lease commitments (b) | 165,518 | 165,518 | — | — | ||||||||||||
| 1,110,541 | 1,110,541 | — | — | |||||||||||||
| (a) | Service contracts represent commitments in respect of drilling. |
| (b) | Lease commitments represent contractual lease payments payable over future periods. |
Option Agreements
The Company has the option to terminate its option agreements at any time. Future expenditures are therefore dependent on the success of exploration and development programs and a decision by management to continue or exercise its option(s) for the relevant project and agreement.
As at September 30, 2025, the expected timing of payments, in respect of the Company’s option agreements under the assumption that the Company continues to exercise its option(s) for the relevant project and agreement are as follows:
| Total | Less than 1 Year | Year 2 | Year 3 | Year 4 | After 4 years | |||||||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| Second Guayabales Option | 5,300,000 | 250,000 | 250,000 | 250,000 | 250,000 | 4,300,000 | ||||||||||||||||||
| Third Guayabales Option | 9,900,000 | 3,240,000 | 1,480,000 | 1,480,000 | 1,480,000 | 2,220,000 | ||||||||||||||||||
| Fourth Guayabales Option (a) | 7,000,000 | — | — | 7,000,000 | — | — | ||||||||||||||||||
| First San Antonio Option (b) | 4,000,000 | 750,000 | 750,000 | — | — | 2,500,000 | ||||||||||||||||||
| Second San Antonio Option | 250,000 | 250,000 | — | — | — | — | ||||||||||||||||||
| Other Option agreements (c) | 2,555,760 | 990,380 | 1,565,380 | — | — | — | ||||||||||||||||||
| Balance, end of period | 29,005,760 | 5,480,380 | 4,045,380 | 8,730,000 | 1,730,000 | 9,020,000 | ||||||||||||||||||
| (a) | Includes a one-time payment of $7,000,000 on October 1 2028 to exercise the option agreement (See Note 7(a)(iii)). |
| (b) | Includes a one-time payment of $2,500,000 in lieu of the NSR upon reaching commercial production (See Note 7(b)(i)). |
| (c) | Amounts disclosed related to the option agreements to purchase surface rights (See Note 7(a)(iv) and 7(a)(v)). |
Environmental Contingencies
The Company’s exploration activities are subject to Colombian laws and regulations governing the protection of the environment. These laws are subject to change and may generally become more restrictive. The Company may be required to make future expenditures to comply with such laws and regulations, the amounts for which are not determinable and have not been recognized in the consolidated financial statements.
29
COLLECTIVE MINING LTD.
Notes to the Interim Condensed Consolidated Financial Statements (unaudited)
(All amounts expressed in U.S. Dollars, unless otherwise indicated)
| 22. | SUBSEQUENT EVENTS |
On October 1, 2025 the Company announced that it had entered into an agreement with BMO Capital Markets and Scotiabank as joint bookrunners on behalf of a syndicate of underwriters (collectively, the “Underwriters”), pursuant to which the Underwriters have agreed to purchase, on “bought deal” basis, 5,270,000 common shares in the capital of the Company (the “Common Shares”), at a price of C$19.00 per Common Share (the “Issue Price”) for gross proceeds of approximately C$100,000,000 ($71,674,312) (the “Offering”). The Company granted the Underwriters an option (the “Over-allotment Option”), exercisable in whole or in part, to purchase up to an additional 790,500 Common Shares for a period of 30 days from and including the closing date of the Offering to cover over-allotments.
On October 2, 2025, the Company announced that due to strong demand, it has increased the size of the previously announced bought deal of common shares to 6,600,000 common shares at a price of C$19.00 per Common Share for gross proceeds of approximately C$125,400,000 ($89,879,587). The Company previously entered into an agreement with BMO Capital Markets and Scotiabank as joint bookrunners on behalf of a syndicate of underwriters (collectively, the “Underwriters”). The Company has granted the Underwriters an option (the “Over-allotment Option”), exercisable in whole or in part, to purchase up to an additional 990,000 Common Shares for a period of 30 days from and including the closing date of the Offering to cover over-allotments.
On October 6, 2025, the Company announced that, further to its news releases dated October 1 and 2, 2025 announcing a C$125,400,000 ($89,879,587) “bought deal” public offering of common shares (“Common Shares”) led by BMO Capital Markets and Scotiabank as joint bookrunners on behalf of a syndicate of underwriters (the “Public Offering”), Agnico Eagle Mines Limited (“Agnico”), who has participation rights in equity financings of the Corporation, indicated to the Company that it intends to exercise its participation right to subscribe for 789,473 Common Shares, at an issue price of C$19.00 per Common Share, that would result in Agnico holding 14.64% of the issued and outstanding Common Shares after giving effect to the Public Offering (and assuming no exercise of the underwriters’ over-allotment option). The Common Shares to be issued to Agnico will be completed on a non-brokered private placement basis expected to close concurrently with the Public Offering.
On October 8, 2025, the Company announced the closing of its upsized “bought deal” public offering of 6,600,000 common shares of the Company (the “Shares”) at a price of C$19.00 per Share (the “Issue Price”) for aggregate gross proceeds of C$125,400,000 ($89,879,587) (the “Public Offering”).
Concurrently with the closing of the Public Offering, the Company completed a non-brokered private placement with Agnico Eagle Mines Limited (“Agnico”), whereby Agnico purchased 789,473 Shares at the Issue Price for gross proceeds of approximately C$15,000,000 ($10,751,147), pursuant to the exercise of its participation rights in equity financings of the Company (the “Concurrent Private Placement”). No commission or other fee was paid to the Underwriters in connection with the sale of Shares pursuant to the Concurrent Private Placement.
30
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS
of Results of Operation and Financial Condition
For three and nine months ended September 30, 2025
The following management discussion and analysis (“MD&A”) of the consolidated operations and financial position of Collective Mining Ltd. and its subsidiaries (“CML” or the “Company”) for the three and nine months ended September 30, 2025 should be read in conjunction with the Company’s interim condensed consolidated financial statements (unaudited) (“Interim Consolidated Financial Statements”) and related notes for the three and nine months ended September 30, 2025, which have been prepared in accordance with International Financial Reporting Standards and International Accounting Standards as issued by the International Accounting Standards Board (IASB) and Interpretations (collectively IFRS Accounting Standards). applicable to the preparation of interim consolidated financial statements, including International Accounting Standard (“IAS”) 34, Interim Financial Reporting (“IAS 34”). Management is responsible for the preparation of the consolidated financial statements and other financial information relating to the Company included in this report. The information included in this MD&A is as of November 12th, 2025, the date when the Audit Committee, on behalf of the Board of Directors, approved the Company’s Interim Consolidated Financial Statements for the three and nine months ended September 30, 2025. All monetary amounts included in this report are expressed in United States (“U.S.”) dollars (“$”), the Company’s reporting and functional currency, unless otherwise noted. References to C$ and COP are to Canadian dollars and Colombian pesos, respectively. This MD&A contains forward-looking information and should be read in conjunction with the risk factors described in the “Caution Regarding Forward-Looking Information” section.
Table Of Contents
| Description Of Business | 2 | |
| 2025 Summary And Highlights | 2 | |
| Business Transaction | 4 | |
| Exploration Summary | 5 | |
| Selected Consolidated Condensed Interim Financial Information | 13 | |
| Overview Of Consolidated Condensed Interim Financial Results | ||
| Summary Of Consolidated Quarterly Results | 15 | |
| Liquidity And Management Of Capital Resources | 16 | |
| Equity And Warrants | 17 | |
| Trends And Risks That Affect The Company’s Financial Condition | 18 | |
| Contractual Obligations, Commitments And Option Agreements | 19 | |
| Related Party Transactions | 19 | |
| Financial Instruments And Related Risks | 20 | |
| Off-Balance Sheet Arrangements | 20 | |
| Market Trends | 20 | |
| Critical Accounting Estimates And Judgements | 21 | |
| Changes In Accounting Policies | 21 | |
| Internal Control Over Financial Reporting And Disclosure Controls And Procedures | 22 | |
| Emerging Market Disclosure | 22 | |
| Risks And Uncertainties | 26 | |
| Caution Regarding Forward-Looking Information | 29 | |
| Corporate Information | 30 |
1 | Page
DESCRIPTION OF BUSINESS
Collective Mining Ltd. (“CML”) and its subsidiaries (collectively referred to as the “Company”) are principally engaged in the acquisition, exploration and development of mineral properties located in Colombia. The Company principally carries on business through an Ontario corporation and a foreign company branch office in Colombia.
The Company’s common shares began trading on the Toronto Stock Venture Exchange (the “TSXV”) on May 20, 2021, under the symbol “CNL”. On July 18, 2022, the Company’s shares began trading on the OTCQX® Best Market under the symbol “CNLMF”. Effective September 6, 2023, CML’s common shares were voluntarily delisted from the TSXV and began trading on the Toronto Stock Exchange (“TSX”) under their current stock symbol “CNL”. On July 17, 2024, CML’s common shares were voluntarily delisted from the OTCQX® Best Market and began trading on the NYSE American LLC under the symbol “CNL”.
The registered office for CML is located at 82 Richmond St E 4th Floor Toronto, Ontario, Canada.
CML and its subsidiaries (collectively referred to as the “Company”) is an early-stage exploration company and is principally engaged in the acquisition, exploration and development of mineral properties located in Colombia.
The Company currently holds mining titles, mining applications and option agreements to explore and acquire two exploration projects in Colombia, South America; the Guayabales Project and the San Antonio Project.
2025 SUMMARY AND HIGHLIGHTS
Q3 2025 Business Highlights
| ■ | On July 24, 2025, the Company announced the release of its 2024 Sustainability Report. |
| ■ | In July 2025, the Company acquired an additional mining concession for a total consideration of $0.75 million over a two-year period as follow: |
| - | An initial installment of $0.375 million was paid in July 2025. |
| - | Annual installments of $0.19 million to be paid in 2026 and 2027. |
| ■ | During September 2025, the Company completed two land acquisitions in the Guayabales Project to consolidate strategic areas and enable the continued advancement of the Apollo discovery as follows: |
| - | The Company entered into an agreement to acquire land for a total consideration of $2.6 million. The debt was fully paid off in October 2025. |
| - | The Company acquired land under a four-year term agreement for a total consideration of $6 million. The total amount will be paid as follows: |
| ■ | An initial installment of $1.95 million was paid in October 2025, and |
| ■ | Annual installments of $0.94 million to be paid from 2026 to 2029. |
| ■ | In September 2025, the Company secured an additional option agreement (the “Third Guayabales Option”) with third parties to explore and acquire mining concessions and applications within the Guayabales Project with total payments of $10.2 million over a five-year period as follow: |
| - | An initial installment of $2.8 million is payable in 2025, of which $0.3 million had been paid as of September 30, 2025. The remaining balance was paid in October 2025. |
| - | Annual instalments of $1.48 million each year from 2026 through 2030. |
| ■ | In September 2025, the Company secured an additional option agreement (the “Fourth Guayabales Option”) with third parties to explore and acquire a mining concession within the Guayabales Project. Under the terms of this option agreement, the Company has the right to explore the mining concession up until October 1, 2028 at which point it can decide to acquire the mining concession by making a one-time payment of $7 million. |
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Subsequent to quarter end:
| ■ | On October 1, 2025 the Company announced that it had entered into an agreement with BMO Capital Markets and Scotiabank as joint bookrunners on behalf of a syndicate of underwriters (collectively, the “Underwriters”), pursuant to which the Underwriters have agreed to purchase, on “bought deal” basis, 5,270,000 common shares in the capital of the Company (the “Common Shares”), at a price of C$19.00 per Common Share (the “Issue Price”) for gross proceeds of approximately C$100 million ($71.7 million) (the “Offering”). The Company granted the Underwriters an option (the “Over-allotment Option”), exercisable in whole or in part, to purchase up to an additional 790,500 Common Shares for a period of 30 days from and including the closing date of the Offering to cover over-allotments. |
| ■ | On October 2, 2025, the Company announced that due to strong demand, it has increased the size of the previously announced bought deal of common shares to 6,600,000 common shares at a price of C$19.00 per Common Share for gross proceeds of approximately C$125.4 million ($89.9 million). |
| ■ | On October 6, 2025, the Company announced that, further to its news releases dated October 1 and 2, 2025 announcing a C$125.4 million ($89.9 million) “bought deal” public offering of common shares (“Common Shares”) Agnico Eagle Mines Limited (“Agnico”), who has participation rights in equity financings of the Corporation, indicated to the Company that it intends to exercise its participation right to subscribe for 789,473 Common Shares, at an issue price of C$19.00 per Common Share, that would result in Agnico holding 14.64% of the issued and outstanding Common Shares after giving effect to the Public Offering (and assuming no exercise of the underwriters’ over-allotment option). |
| ■ | On October 8, 2025, the Company announced the concurrent closing of its upsized “bought deal” public offering of 6,600,000 common shares of the Company (the “Shares”) and the non-brokered private placement with Agnico Eagle Mines Limited (“Agnico”) of 789,473 common shares of the Company for aggregate gross proceeds of C$140.4 million ($100.6 million). |
Q3 2025 Exploration Highlights
Guayabales Project
| ■ | During the quarter, the Company continued its drilling campaign at the Guayabales Project. |
| ■ | The Company continued to announce assay results that continues to define the shallow portion of the Apollo system and the expansion of the Ramp Zone at the bottom of the Apollo system. |
| ■ | The Company also continue to drill test newly generated targets within the Guayabales Project including announcing a new discovery at the X Target. |
San Antonio Project
| ■ | During the quarter, the Company continued its drilling campaign at the San Antonio Project. |
Q3 2025 Operating and Financial Results (three and nine months ended September 30, 2025)
| ■ | Results for the three and nine months ended September 30, 2025 was a net loss of $10.8 million ($0.13 per share) and $36.3 million ($0.44 per share), respectively (three and nine months ended September 30, 2024 – $6.3 million ($0.09 per share) and $17.4 million ($0.26 per share), respectively). |
| ■ | Exploration expense for the three and nine months ended September 30, 2025 was $8.8 million and $21.1 million, respectively (three and nine months ended September 30, 2024 – $4.5 million and $13.5 million, respectively), including $6.3 million and $16.8 million, respectively (three and nine months ended September 30, 2024 – $4.2 million and $13.1 million, respectively) relating to the Guayabales Project and $2.5 million and $4.3 million respectively (three and nine months ended September 30, 2024 – $0.3 million and $0.4 million, respectively), relating to the San Antonio Project. |
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| ■ | Operating cash outflow for the three and nine months ended September 30, 2025 was $9.6 million and $22.7 million, respectively (three and nine months ended September 30, 2024 – $5.9 million and $16.5 million, respectively). |
| ■ | Net financing cash outflow and inflow for the three and nine months ended September 30, 2025 was $0.2 million and $44.1 million, respectively (cash inflow for the three and nine months ended September 30, 2024 – $0.2 million and $18.2 million, respectively) |
| ■ | Investing cash outflow for the three and nine months ended September 30, 2025 was $7.8 million and $7.9 million, respectively (three and nine months ended September 30, 2024 – $0.03 million and $0.09 million, respectively) |
| ■ | Cash and cash equivalents at September 30, 2025 was $52.9 million (December 31, 2024 – $38.9 million) |
BUSINESS TRANSACTION
2025 Non-Brokered Private Placement (the “March 2025 Private Placement”)
On March 20, 2025, the Company completed a non-brokered private placement with a strategic investor for a total of C$52.2 million ($36.4 million) which consisted of the sale of 4,741,984 shares at a price of C$11.00 per share.
Concurrently with the closing of the March 2025 Private Placement, Agnico Eagle exercised all of the common share purchase warrants of the Company (each, a “Warrant”) it held to acquire an additional 2,250,000 Shares at a price of C$5.01 per Share for aggregate consideration of C$11.3 million ($7.9 million).
2024 Bought Deal Offering (the “October 2024 Offering”)
On October 31, 2024, the Company closed the October 2024 Offering for a total of C$40.3 million ($28.9 million) which consisted of the sale of 8,050,000 shares at a price of C$5.00 per share.
2024 Non-Brokered Private Placement (the “October 2024 Private Placement”)
On October 31, 2024, the Company completed a non-brokered private placement with a strategic investor for a total of C$6.1 million ($4.4 million) which consisted of the sale of 1,226,235 shares at a price of C$5.00 per share to top-up its ownership interest in the Company.
2024 Non-Brokered Private Placement (the “March 2024 Offering”)
On March 4, 2024, the Comany closed the March 2024 Offering for a total of C$18.9 million ($13.9 million) which consisted of the sale of 4,500,000 units at a price of C$4.20 per unit.
Each Unit consisted of one common share of CML and one-half share purchase warrant of CML (each whole warrant, a “Subscription Warrant”). Each Subscription Warrant has an exercise price of C$5.01 with an expiry date on March 4, 2027.
2023 Bought Deal Offering (the “March 2023 Offering”)
On March 22, 2023, the Company closed the March 2023 Offering for a total of C$30.6 million ($21.9 million) by a syndicate of underwriters, which consisted of the sale of 7,060,000 shares at a price of C$4.25 per share.
2022 Bought Deal Offering (the “October 2022 Offering”)
On October 25, 2022, the Company closed the October 2022 Offering of C$10.8 million ($7.9 million), conducted by a syndicate of underwriters, and consisted of the sale of 4,783,400 Units at a price of C$2.25 per Unit.
Each Unit consisted of one common share of CML and one-half share purchase warrant of CML (each whole warrant, a “Subscription Warrant”). Each Subscription Warrant has an exercise price of C$3.25 with an expiry date on April 25, 2024. As at April 25, 2024, all of the warrants were exercised.
4 | Page
EXPLORATION SUMMARY
The following is a summary of exploration expenditures incurred for the three and nine months ended September 30, 2025 and 2024:
| 2025 | 2024 | |||||||||||||||
| For the three months ended September 30 | San Antonio | Guayabales | Total | Total | ||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Drilling services | 740,050 | 2,300,645 | 3,040,695 | 1,820,870 | ||||||||||||
| Salaries and benefits | 239,749 | 636,161 | 875,910 | 608,377 | ||||||||||||
| Option payments and fees | 657,091 | 1,054,363 | 1,711,454 | 390,798 | ||||||||||||
| Assaying | 173,706 | 411,586 | 585,292 | 423,674 | ||||||||||||
| Field costs, surveys and other | 243,694 | 628,567 | 872,261 | 431,447 | ||||||||||||
| Transportation and meals | 186,710 | 306,784 | 493,494 | 290,652 | ||||||||||||
| Consulting, professional fees and technical assistance | 124,520 | 100,869 | 225,389 | 151,635 | ||||||||||||
| Community expenses | 78,344 | 207,814 | 286,158 | 228,032 | ||||||||||||
| Geophysics | 5,730 | — | 5,730 | — | ||||||||||||
| Studies and technical evaluation | — | 399,853 | 399,853 | — | ||||||||||||
| Security | 34,248 | 90,844 | 125,092 | 77,850 | ||||||||||||
| Depreciation and amortization | 47,400 | 125,732 | 173,132 | 76,874 | ||||||||||||
| 2,531,242 | 6,263,218 | 8,794,460 | 4,500,209 | |||||||||||||
| 2025 | 2024 | |||||||||||||||
| For the nine months ended September 30 | San Antonio | Guayabales | Total | Total | ||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Drilling services | 1,397,551 | 6,884,838 | 8,282,389 | 4,861,340 | ||||||||||||
| Salaries and benefits | 469,319 | 1,873,740 | 2,343,059 | 1,713,808 | ||||||||||||
| Option payments and fees | 738,101 | 2,252,563 | 2,990,664 | 1,614,261 | ||||||||||||
| Assaying | 339,413 | 1,311,260 | 1,650,673 | 1,453,674 | ||||||||||||
| Field costs, surveys and other | 410,499 | 1,416,775 | 1,827,274 | 1,296,171 | ||||||||||||
| Consulting, professional fees and technical assistance | 217,103 | 497,470 | 714,573 | 948,395 | ||||||||||||
| Transportation and meals | 336,449 | 798,484 | 1,134,933 | 780,689 | ||||||||||||
| Community expenses | 136,107 | 495,996 | 632,103 | 376,830 | ||||||||||||
| Geophysics | 35,344 | 155,359 | 190,703 | — | ||||||||||||
| Studies and technical evaluation | — | 487,841 | 487,841 | — | ||||||||||||
| Security | 67,463 | 239,152 | 306,615 | 260,048 | ||||||||||||
| Depreciation and amortization | 103,808 | 421,707 | 525,515 | 214,764 | ||||||||||||
| 4,251,157 | 16,835,185 | 21,086,342 | 13,519,980 | |||||||||||||
Guayabales Project
The Guayabales Project consists of mining titles, exploration applications, three mining concession option agreements and a number of surface rights option agreements. The Guayabales Project is located in the Middle Cauca belt in the Department of Caldas, Colombia.
The Company has entered into four option agreements (the “First Guayabales Option”, the “Second Guayabales Option”, the “Third Guayabales Option” and the “Fourth Guayabales Option”) with third parties to explore, develop and acquire exploration property within the Guayabales Project.
On June 23, 2025, the Company accelerated the terms of the First Guayabales Option agreement and as a result will effect the transfer of 100% of the mining concession contract into its name. The formal transfer is expected to be completed in the fourth quarter of 2025 from the Colombian National Mining Agency (“ANM”).
In September 2025, the Company secured two additional option agreements (the “Third Guayabales Option” and the “Fourth Guayabales Option”) with third parties to explore and acquire mining concessions.
In October 2023 and May 2024, the Company secured option agreements to purchase surface rights.
5 | Page
Mining Concession, Land and Access Consolidation
During 2025, the Company advanced the consolidation of its mining concession and land position within the Guayabales Project through a combination of mining concession purchase, land acquisitions, surface rights agreements and mining concession option agreements.
These transactions are intended to secure strategic areas and ensure continued operational access for exploration and development activities associated with the Apollo discovery.
| a) | Mining Concession Purchase Agreement |
First Guayabales Option
On June 24, 2020, the Company entered into the First Guayabales Option to acquire 100 percent of the mining concession covered within the agreement. The terms of the agreement are as follows:
Phase 1:
The Company must incur a minimum of $3 million of exploration and evaluation expenditures in respect of property within the First Guayabales Option and make total option payments of $2 million over a maximum four-year term ending on or before June 24, 2024 in order to proceed to Phase 2 of the agreement. The Company met its commitments under Phase 1 of the agreement.
Phase 2:
To acquire a 90% interest in the property within the First Guayabales Option, the Company must incur a minimum of $10 million of incremental exploration and evaluation expenditures in respect of such property and make total option payments of $2 million, payable in equal instalments of $0.2 million semi-annually over a maximum six-year term, commencing after the end of Phase 1.
Phase 3:
To acquire the remaining 10% interest in the mining concession within the First Guayabales Option, the Company has the following options:
| ■ | provide notice that the Company has elected to pay a 1% NSR monthly, commencing on the first calendar day of the month after 85% of the processing plant capacity has been achieved, in exchange for the remaining 10% interest; |
| ■ | acquire 0.625% each year to a total of 10% by paying $0.25 million semi-annually, commencing at the end of Phase 2, to a total of $8 million in lieu of the NSR; or |
| ■ | pay a one-time payment of $8 million in lieu of the NSR. |
In addition, the Company is required to fund and complete all development and construction activities to bring the project to commercial production.
Summary:
The following is a summary of the option payments and exploration expenditures required to acquire 100% of the mining concession under the First Guayabales Option.
| Option Payments | Exploration Expenditures | Total | ||||||||||||
| $ | $ | $ | ||||||||||||
| Total Phase 1 | June 24, 2020 – June 24, 2024 | 2,000,000 | 3,000,000 | 5,000,000 | ||||||||||
| Total Phase 2 | June 24, 2024 – June 24, 2030 | 2,000,000 | 10,000,000 | 12,000,000 | ||||||||||
| Total Phase 3 | To commercial production | 8,000,000 | 1 | — | 8,000,000 | |||||||||
| 12,000,000 | 13,000,000 | 25,000,000 | ||||||||||||
| 1. | Based on the assumption that the Company does not elect to pay the NSR. |
6 | Page
The Company had the option to terminate the agreement at any time, upon notification to the optionor.
On June 23, 2025, the Company has exercised their option to acquire the mining concession contract. As a result, the Company and the optionor executed an addendum to the original agreement pertaining to the first Guayabales option which accelerates the terms of the original agreement. Consequently, the Company has expedited the timeline for obtaining full ownership of the mining concession contract and no longer has the option to terminate the agreement.
Under the terms of the addendum, the total financial consideration owed to the vendor remains the same as the original agreement, however, the payment schedule has been accelerated as follows:
| ■ | $2 million was payable upon signing of the amendment or shortly thereafter; |
| ■ | an additional $2 million was payable within one month provided the mining concession contract transfer request to the Colombian National Mining Agency (“ANM”) has been filed; |
| ■ | an additional $2.3 million was payable within two months following the submission of the mining concession contract transfer request; and |
| ■ | the remaining $3.5 million is payable in six equal installments over the following three years from the date of the execution of the addendum to the agreement. |
While the cost associated with the acquisition of the Guayabales mining concession contract has been capitalized as an exploration and evaluation asset, the Company continues to expense other exploration and evaluation expenditures as incurred. These include costs related to exploratory drilling, sampling, surveying, equipment rentals, and similar field-based activities, which do not meet the criteria for capitalization under the Company’s accounting policy.
For the three and nine months ended September 30, 2025, the Company recognized a total of $5.9 million and $15.3 million, respectively (three and nine months ended September 30, 2024 – $2.2 million and $6.7 million, respectively) as exploration and evaluation expense in the consolidated statement of operations in respect of the First Guayabales Option, including option payments of $nil (three and nine months ended September 30, 2024 – $nil million and $0.25 million, respectively).
From inception of the Agreement to September 30, 2025, the Company has fulfilled all minimum exploration expenditure requirements under the Option Agreement up to June 23, 2025, the date on which the Company exercised its option and obtained ownership of the property. During that period, the Company recognized total exploration and evaluation expenditures of $40.9 million in relation to the property and made total option payments of $2.2 million.
As at September 30, 2025, the remaining fair value of the long-term liability outstanding for this agreement is $3.1 million.
Other Mining Concessions
On July 16, 2025, the Company has recognized a financial liability as a result of the acquisition of a mining concession under a two-year term for a total consideration of $0.75 million.
The present value of the total consideration owing to the seller under the terms of the agreement of $0.75 million has been adjusted to reflect the time value of money using a discount rate of 9.25% over a period from 2025 to 2027 resulting in the recognition of a mining concession of $0.70 million and a corresponding financial liability.
The total amount of $0.75 million will be paid as follows:
| ■ | An initial installment of $0.375 million was paid in July 2025, and |
| ■ | Annual installments of $0.19 million to be paid in 2026 and 2027. |
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As at September 30, 2025, the remaining fair value of the long-term liability outstanding for this agreement is $0.33 million.
| b) | Land Acquisition Agreements |
In September 2025, the Company completed two land acquisitions within the Guayabales Project area. Details of the two agreements are as follows:
| ■ | The Company entered into an agreement to acquire a parcel of land for total consideration of $2.6 million. The liability was fully settled in October 2025. |
| ■ | The Company entered into a second agreement to acquire land under a four-year term payment schedule for total consideration of $6 million. The present value of $5.3 million, discounted at 9.50% over the 2025–2029 period, was recognized as property, plant and equipment, with a corresponding financial liability. As of September 30, 2025, the carrying value of the related long-term liability was $4.8 million. |
These acquisitions consolidate ownership of areas strategically located for the future infrastructure and operational development of the Apollo discovery.
| c) | Option Agreements |
The option agreements are consistent with the Company’s strategy to maintain flexibility in expanding its resource base while managing capital allocation and development timing.
| (i) | Mining Concession Option Agreements |
Details of the mining concession option agreements are as follows:
Second Guayabales Option
On January 4, 2021, the Company entered into the Second Guayabales Option. The terms of the agreement are as follows:
Phase 1:
The option agreement provides the Company the right to explore the property within the Second Guayabales Option over a four-year term, expiring on January 2, 2025, for total payments over the term of the agreement of $1.75 million. The Company has met its commitments under Phase 1 of the agreement.
Phase 2:
The option agreement provides the Company the right to explore the property within the Second Guayabales Option over a second four-year term between January 2, 2025 to January 2, 2029 for total payments over the term of $1 million.
Phase 3:
Upon completion of Phase 2, the Company is required to pay a total of $4.3 million over a two-year period ending on January 2, 2030 to acquire 100 percent of the property within the Second Guayabales Option.
The exploration and development program for the Second Guayabales Option, including the amount of expenditures, is at the sole discretion of the Company during the term of the agreement.
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Summary:
The following is a summary of the option payments to acquire the mining concession under the Second Guayabales Option:
| $ | ||||
| Total Phase 1 | 1,750,000 | |||
| Total Phase 2 | 1,000,000 | |||
| Total Phase 3 | 4,300,000 | |||
| 7,050,000 | ||||
The Company may terminate the agreement at any time, upon notification to the optionor.
For the three and nine months ended September 30, 2025, the Company has recognized $0.05 million and $0.3 million, respectively (three and nine months ended September 30, 2024 – $0.1 million and $1.7 million, respectively), including option payments of $nil and $0.25, respectively (three and nine months ended September 30, 2024 – $nil and $0.25, respectively), as exploration and evaluation expense in the consolidated statement of operations and comprehensive loss in respect of Phase I of the Second Guayabales Option.
As at September 30, 2025, and from inception of the agreement, the Company has made total option payments of $1.75 million.
Third Guayabales Option
On September 18, 2025, the Company entered into the Third Guayabales Option agreement to acquire mining concessions and one application, with total payments of $10.2 million over a five-year period as follow:
| ■ | An initial installment of $2.8 million is payable in 2025, of which $0.3 million had been paid as of September 30, 2025. The remaining balance was paid in October 2025; |
| ■ | Annual installments of $1.48 million each year from 2026 through 2030. |
Under the terms of the option agreement, the optionor and the Company are required to submit applications for the transfer of 100% of the concessions to the Company within 30 days of the execution of the agreement. The Company assumes exclusively responsibility for the management and execution of all activities within the concession areas.
The Company has the option to terminate the agreement at any time, upon notification to the optionor.
For the three and nine months ended September 30, 2025, the Company has recognized option payments of $0.3 million, as exploration and evaluation expense in the consolidated statement of operations and comprehensive loss.
Fourth Guayabales Option
On September 18, 2025, the Company entered into the Fourth Guayabales Option agreement with one owner to acquire a mining concession.
Under the terms of an option agreement, the Company has the right to explore the mining concession up until October 1, 2028, at which point it can decide to acquire the mining concession by making a one-time payment of $7 million.
The Company has the option to terminate the agreement at any time, upon notification to the optionor.
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| (ii) | Surface Rights Agreements |
These agreements grant the Company the right to use the land but not operational control or immediate ownership. The contracts include termination clauses in favour of the Company and payments are structured based on annual or specific terms. Following full compliance with payment obligations, the Company may initiate administrative and registration procedures with Colombian authorities to record such rights in the public registry and, subsequently, pursue formal recognition of ownership of the underlying land. According to the accounting policy adopted by the Company, these payments are recognized as exploration and evaluation expenditures are expenses as incurred.
These surface rights ensure continuity of field operations and support near-term infrastructure planning without requiring immediate capital commitments for full land acquisition.
The Company has secured surface rights agreements that encompass the Apollo system with details as follows:
October 2023
On October 17, 2023, the Company entered into two option agreements with third parties to acquire surface rights over a four-year period. These option agreements replace and supersede the previous option agreements to acquire surface rights. The option agreements provide the Company the right to explore and acquire the property over a four-year term, expiring on April 30, 2027, for total payments over the term of the agreements of $4.4 million.
The Company may terminate the agreement at any time, upon notification to the optionor.
For the three and nine months ended September 30, 2025, the Company has recognized option payments of $nil and $0.45 million (three and nine months ended September 30, 2024 – $nil and $0.4 million, respectively), as exploration and evaluation expense in the consolidated statement of operations.
As at September 30, 2025, and from inception of the agreement, the Company has made total option payments of $1.9 million.
May 2024
On May 23, 2024, the Company entered into three option agreements with third parties to acquire surface rights. The option agreements provide the Company the right to explore and acquire the property. One agreement concluded on April 23, 2025, one agreement concluded on August 23, 2025, and the other one concludes on September 23, 2027. Upon conclusion of each agreement, the Company becomes the owner of the mentioned surface rights. Total payments over the term of the three agreements is $0.3 million.
The Company has the option to terminate the agreement at any time, upon notification to the optionor.
For the three and nine months ended September 30, 2025, the Company has recognized option payments of $0.01 million and $0.06 million, respectively (three and nine months ended September 30, 2024 – $0.04 million and $0.2 million, respectively), as exploration and evaluation expense in the consolidated statement of operations and comprehensive loss.
As at September 30, 2025, and from inception of the agreement, the Company has made total option payments of $0.3 million.
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Exploration activities
During the quarter, the Company continued with its drilling campaign at the Guayabales Project. Drilling continued to define, expand as well as define the shallow portion of the Apollo system. In addition, the Company continued drilling newly defined targets at the Guayabales Project.
For the three and nine months ended September 30, 2025, the Company recognized a total of $6.3 million and $16.8 million, respectively (three and nine months ended September 30, 2024 – $4.2 million and $13.1 million, respectively) as exploration and evaluation expense in the consolidated statement of operations and comprehensive loss in respect of the Guayabales Project, including option payments of $0.3 million and $1.1 million, respectively (three and nine months ended September 30, 2024 – $nil and $0.5 million).
San Antonio Project
The Company has entered into two option agreements (the “First San Antonio Option” and the “Second Guayabales Option”) with third parties to explore, develop and acquire the mining concession and properties within the San Antonio Project.
First San Antonio Option
On July 9, 2020, the Company entered into an option agreement with a third party to acquire the San Antonio Project. The San Antonio Project is located approximately 80km south of Medellín and is situated in the Middle Cauca belt in the Department of Caldas, Colombia.
The option agreement provides the Company the right to explore, develop and acquire 100 percent of the mining concession over a seven-year term, expiring on July 9, 2027, for total payments over the term of the agreement of $2.5 million. The Company has the option to pay an additional $2.5 million to the optionor upon reaching commercial production in exchange for the 1.5% NSR.
Option payments under the agreement are as follows:
| $ | ||||
| August 8, 2020 | 30,000 | |||
| July 9, 2021 | 50,000 | |||
| July 9, 2022 | 100,000 | |||
| July 9, 2023 | 150,000 | |||
| July 9, 2024 | 250,000 | |||
| July 9, 2025 | 420,000 | |||
| July 9, 2026 | 750,000 | |||
| July 9, 2027 | 750,000 | |||
| 2,500,000 | ||||
| Upon reaching commercial production | 2,500,000 | |||
| 5,000,000 | ||||
The Company may terminate the agreement at any time, upon notification to the optionor. In addition, the Company may acquire 100 percent of the property at any time prior to the expiration of the agreement by paying all remaining amounts under the agreement.
The exploration and development program, including the amount of expenditures, is at the sole discretion of the Company during the term of the agreement.
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Second San Antonio Option
On June 13, 2024, the Company entered into an initial easement agreement with a third party for a total consideration of $0.05 million. The agreement granted the Company certain surface access rights within a defined geographic area within the San Antonio Project.
Subsequently, on October 29, 2024, the Company and the optionor amended and expanded the original agreement. Under the modified terms, the Company obtained a right of first refusal to acquire properties (land and surface rights) within the same area. This arrangement provides the Company with the opportunity, but not the obligation, to acquire such properties in the future, with terms and conditions to be determined at the time of acquisition, until December 31, 2026.
The total consideration agreed under the amended agreement amounts to $0.50 million, payable in installments as follows:
| ■ | an initial installment of $0.10 million paid in 2024; |
| ■ | an additional installment of $0.25 million scheduled for payment in 2025, of which $0.15 million was paid as of September 30, 2025, and the remaining $0.10 million was paid in October 2025; and |
| ■ | A final installment of $0.15 million is due in January 2026. |
The Company has the option to terminate the agreement at any time, upon notification to the optionor.
As at September 30, 2025, and from inception of the amended agreement, the Company has made total option payments of $0.25 million.
Exploration activities
During 2021, the Company initiated a maiden 5,000-meter drill program on the San Antonio Project. The aim of the program was to initially determine the near surface geometry of three targets and once defined, begin testing the potential for multiple, concealed, mineralized porphyry and breccia bodies within an area measuring approximately 2 kilometers x 1 kilometers (“km”). Surface work in this area had outlined anomalous gold and molybdenum soil values in association with altered porphyry intrusive bodies, porphyry-related stockwork quartz veining, hydrothermal breccias and polymetallic veins. To date, the Company has made a significant grassroot discovery at the Pound target, one of the three targets generated at the San Antonio Project.
In the year 2022, the Company conducted an IP survey to further delineate the drill targets and in 2023 and in the first nine months of 2024, the Company conducted reconnaissance field work to further delineate targets for follow up drilling.
On January 27, 2025, the Company announced the re-commencement of drilling works at the San Antonio Project.
For the three and nine months ended September 30, 2025, the Company recognized a total of $2.5 million and $4.3 million, respectively (three and nine months ended September 30, 2024 – $0.3 million and $0.4 million, respectively), including option payments of $nil and $0.42 million, respectively (three and nine months ended September 30, 2024 of $nil and $0.25 million), as exploration and evaluation expense in the consolidated statement of operations and comprehensive loss in respect of the San Antonio Project.
As at September 30, 2025, and from inception of the agreement, the Company has made total option payments of $1 million.
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SELECTED UNAUDITED INTERIM CONDENSED FINANCIAL INFORMATION
The Company’s presentation and functional currency are U.S. dollars.
| As at | September 30, 2025 (Unaudited) | December 31, 2024 (Audited) | December 31, 2023 (Audited) | |||||||||
| $ | $ | $ | ||||||||||
| Consolidated Financial Position | ||||||||||||
| Cash and cash equivalents | 52,932,614 | 38,930,957 | 14,166,196 | |||||||||
| Total assets | 78,383,502 | 42,556,391 | 16,969,078 | |||||||||
| Non-current liabilities | 5,706,457 | 72,732 | 86,779 | |||||||||
| Working capital1 | 42,606,130 | 37,302,233 | 11,992,187 | |||||||||
| Equity | 60,965,130 | 37,008,166 | 12,722,316 | |||||||||
| 1 | Working capital is a non-GAAP measure and represent current assets less current liabilities, excluding warrants liability. |
Total assets increased to $78.4 million at September 30, 2025, from $42.6 million at December 31, 2024, primarily as a result of an increase in cash and cash equivalents of $14 million, the acquisition of mining concessions for a total net value of $10.6 million and land acquisitions of $8.2 million.
Cash and cash equivalents increased to $52.9 million at September 30, 2025, from $42.6 million at December 31, 2024, primarily as a result of the Company completing a non-brokered private placement with a strategic investor in March 2025 for a total of $36.4 million which consisted of the sale of 4,741,984 shares at a price of C$11.00 per share. Concurrently with the closing of the private placement, Agnico Eagle exercised all of the common share purchase warrants of the Company it held to acquire an additional 2,250,000 Shares at a price of C$5.01 per Share for aggregate consideration of $7.9 million, partially offset by $22.7 million used in operating activities and $7.9 million used in investing activities.
As a result of these financing activities, equity increased, reflecting the issuance of new shares and the exercise of warrants, while the increase in cash positively impacted working capital, strengthening the Company’s liquidity position to support ongoing operations and planned investments.
Non-current liabilities increased significantly to $5.7 million at September 30, 2025, from $0.1 million as of December 31, 2024, is mainly attributable to the recognition of long-term obligations associated with the acquisition of mining concessions and land related to the Guayabales Project.
The Company is in the exploration stage and has no history of revenue generation. As such, continued access to capital markets will impact the Company’s statement of financial position at each reporting period. Access to capital markets is impacted by regulatory compliance, commodity prices and other risks further described below under Risks and Uncertainties.
| Three months ended September 30 (Unaudited) | Nine months ended September 30 (Unaudited) | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Consolidated Operating Results | ||||||||||||||||
| Exploration and evaluation expenses | (8,794,460 | ) | (4,500,209 | ) | (21,086,342 | ) | (13,519,980 | ) | ||||||||
| General and administration | (2,449,547 | ) | (1,446,653 | ) | (6,583,972 | ) | (3,871,936 | ) | ||||||||
| Gain (Loss) on revaluation of warrants liability | — | (647,528 | ) | (10,564,474 | ) | (181,321 | ) | |||||||||
| Net loss and comprehensive loss | (10,843,767 | ) | (6,300,500 | ) | (36,290,694 | ) | (17,357,656 | ) | ||||||||
| Basic and diluted loss per common share | (0.13 | ) | (0.09 | ) | (0.44 | ) | (0.26 | ) | ||||||||
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Three months ended September 30, 2025, and 2024
Exploration and evaluation expenses
Exploration and evaluation expenses for the three months ended September 30, 2025, were $8.8 million, compared to $4.5 million for the same period in 2024, representing an increase of $4.3 million.
The increase primarily reflects a higher level of exploration activity during the period. In 2025, the Company increased drilling activity by approximately 5,512 meters, resulting in an additional $1.2 million in drilling service costs.
The Company also incurred higher payments totalling $1.3 million related to easement agreements, surface rights, and option agreements. These payments allow the Company to operate in these areas, including drilling and sampling, to support operational activities within both the Guayabales and San Antonio Projects.
In addition, during 2025 the Company initiated mining and technical studies to support advancement of the projects to the next stage of development, contributing an additional $0.4 million to exploration and evaluation expenditures for the period.
General and administration
General and administration expenses for the three months ended September 30, 2025, were $2.4 million, compared to $1.4 million for the same period in 2024, representing an increase of $1 million.
The share-based compensation increased by $0.6 million. The increase was primarily driven by the higher fair value of outstanding stock options due to the increase in the Company’s share price.
Salaries and benefits increased by $0.35 million, reflecting annual compensation adjustments and the addition of new senior management personnel in 2025 to support the Company’s expanding operational and development activities.
Nine months ended September 30, 2025, and 2024
Exploration and evaluation expenses
Exploration and evaluation expenses for the six months ended September 30, 2025, were $21 million, compared to $13.5 million for the same period in 2024, representing an increase of $7.5 million.
The increase primarily reflects a higher level of exploration activity during the period. In 2025, the Company increased drilling activity by approximately 11,489 meters, resulting in an additional $3.4 million in drilling service costs.
The Company also incurred higher payments totalling $1.4 million related to easement agreements, surface rights, and option agreements to support operational activities within both the Guayabales and San Antonio Projects.
In addition, during 2025 the Company initiated mining and technical studies to support advancement of the projects to the next stage of development, contributing an additional $0.5 million to exploration and evaluation expenditures for the period.
Salaries and benefits increased by $0.6 million primarily due to annual salary adjustments as part of the Company’s regular compensation review, as well as the addition of new personnel to support the Company’s operational and strategic growth.
Community expenses increased during the period by $0.3 million as the Company continued to consolidate its activities within its area of influence and strengthen relationships with key local stakeholders, reflecting its commitment to responsible and sustainable operations.
Logistics expenses also increased by approximately $0.2 million, primarily related to transportation, and meals for employees, supporting the expanded operational and exploration activities during the period.
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General and administration
General and administration expenses for the six months ended September 30, 2025, were $6.6 million, compared to $3.9 million for the same period in 2024, representing an increase of $2.7 million.
Share-based compensation increased by $0.95 million, primarily due to the higher fair value of outstanding stock options resulting from an increase in the Company’s share price and the grant of new stock options. During this period, the Company granted 900,000 stock options with an average share price on grant date of C$13.54.
Salaries and benefits increased by $0.95 million. This reflects annual salary adjustments, and the hiring of additional executive leadership to strengthen operational and development capacity in 2025.
Consulting and professional fees increased by $0.75 million. The increase was primarily related to consulting fees paid to advisors in connection with potential new business opportunities, reflecting the Company’s efforts to evaluate and pursue strategic growth initiatives.
Loss on revaluation of warrants liabilities
The Company recognized a $10.6 million derivative loss in the nine months ended September 30, 2025, related to the revaluation of subscription warrants issued in March 2024, reflecting the increase in the Company’s share price, with all 2,250,000 warrants exercised in March 2025 for total proceeds of $7.9 million.
For the three months ended September 30, 2025, no derivative loss was recognized as the warrants had already been exercised.
SUMMARY OF CONSOLIDATED QUARTERLY RESULTS
The following table sets forth selected consolidated unaudited financial information, prepared in accordance with IFRS Accounting Standards, for each of the Company’s eight most recently completed quarters.
| Q3 2025 | Q2 2025 | Q1 2025 | Q4 2024 | Q3 2024 | Q2 2024 | Q1 2024 | Q4 2023 | |||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||
| Net income (loss) | (10,843,767 | ) | (8,518,993 | ) | (16,927,932 | ) | (9,591,266 | ) | (6,300,500 | ) | (6,331,921 | ) | (4,725,236 | ) | (5,313,309 | ) | ||||||||||||||||
| Basic and diluted income (loss) per share | (0.13 | ) | (0.11 | ) | (0.22 | ) | (0.13 | ) | (0.09 | ) | (0.09 | ) | (0.07 | ) | (0.09 | ) | ||||||||||||||||
As the Company is currently in the exploration stage, variations in the quarterly results are mainly due to the exploration activities, the impact of fluctuation of exchange rates on cash balances and the revaluation of derivative instruments.
The Company reported a net loss of $10.8 million, or $(0.13) per basic and diluted share, for the third quarter of 2025, compared to a net loss of $6.3 million, or $(0.09) per share, for the same period in 2024. The sequential increase from $8.5 million in Q2 2025 reflects higher exploration and evaluation expenditures due to accelerated drilling activity, easements, and options payments to secure access to properties to operate in these areas, and technical studies, as well as increased general and administrative costs to support operational growth. Basic and diluted loss per share followed the same trend, increasing from $(0.11) in Q2 2025, consistent with the acceleration of operational activity during the quarter.
For the nine months ended September 30, 2025, net loss totaled $36.3 million, compared to $17.4 million in the same period in 2024. The increase primarily reflects continued investment in exploration, project advancement, and technical studies to support advancement of the projects to the next stage of development, as well as a $10.6 million derivative loss recorded during the period related to the revaluation of subscription warrants issued in March 2024. All 2,250,000 warrants from the March 2024 Offering were exercised in March 2025 for total proceeds of $7.9 million.
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LIQUIDITY AND MANAGEMENT OF CAPITAL RESOURCES
The Company has no operating cash flow from a producing mine and therefore must utilize its current cash reserves and funds obtained from equity financing transactions (see “Business Transaction” in this MD&A) to fund its operating and exploration activities, including payments subject to exploration option agreements (see “Exploration Summary” in this MD&A).
The Company’s objectives in managing capital are to ensure the entity continues as a going concern and to achieve optimal returns for its stakeholders. In addition, the Company will continue to assess new properties and seek to acquire an interest in additional properties if it believes there is sufficient potential, if they fit within the Company’s overall strategic plan and if the Company has sufficient financial resources to do so. Management considers future capital requirements to sustain the future operation of the business, including current and new exploration program requirements, and assesses market conditions to determine when adjustments to the capital structure are appropriate.
For the nine months ended September 30, 2025, the Company raised $44.7 million from the Closing of the March 2025 Private Placement, (see “Business Transaction” in this MD&A) and $8.4 million from the exercise of warrants and options.
As at September 30, 2025, the Company’s cash and working capital position (current assets less current liabilities, excluding warrants liability (“Working Capital”)) was $52.9 million and $42.6 million, respectively (December 31, 2024 – $38.9 million and $37.3 million, respectively). The Company will utilize its working capital towards general operating activities and the advancement of its exploration programs, including its obligations under its exploration option agreements (see “Exploration Summary” in this MD&A).
Cash Flow Items
The following is a summary of the Company’s cash flows for the three and nine months ended September 30, 2025 and 2024:
| Three months ended September 30 | Nine months ended September 30 | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Operating activities | (9,635,814 | ) | (5,917,018 | ) | (22,651,577 | ) | (16,514,304 | ) | ||||||||
| Financing activities | (184,019 | ) | 158,701 | 44,082,105 | 18,200,625 | |||||||||||
| Investing activities | (7,812,147 | ) | (25,502 | ) | (7,943,476 | ) | (92,151 | ) | ||||||||
| (17,631,980 | ) | (5,783,819 | ) | 13,487,052 | 1,594,170 | |||||||||||
| Foreign exchange on cash | (16,790 | ) | 168,226 | 514,605 | (240,448 | ) | ||||||||||
| Net change in cash balance | (17,648,770 | ) | (5,615,593 | ) | 14,001,657 | 1,353,722 | ||||||||||
Three Months Ended September 30, 2025, and 2024
Operating Activities
Cash used in operations was $9.6 million in 2025, compared to $5.9 million in 2024, representing an increase of $3.7 million.
The increase primarily reflects higher exploration activity, including:
| ■ | Additional drilling of 5,512 meters, increasing drilling service costs by $1.2 million. |
| ■ | Payments of $1.3 million related to easement agreements, surface rights, and option agreements to consolidate and expand land and mining concessions. |
| ■ | Initiation of mining and technical studies contributing $0.4 million. |
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Financing Activities
Cash used was $0.18 million in 2025, compared to cash provided of $0.16 million in 2024. The outflow relates primarily to the payment of lease obligations.
Investing Activities
Cash used increased to $7.81 million in 2025 from $0.03 million in 2024, primarily due to acquisition of land and mining concessions to secure the Guayabales area.
Nine Months Ended September 30, 2025, and 2024
Operating Activities
Cash used was $22.7 million in 2025, compared to $16.5 million in 2024, representing an increase of $6.14 million.
Contributed factors are consistent with the three-month period:
| ■ | Additional drilling of 11,489 meters, increasing drilling service costs by $3.4 million. |
| ■ | Payments of $1.4 million related to easement agreements, surface rights, and option agreements to consolidate and expand land and mining concessions. |
| ■ | Initiation of mining and technical studies contributing $0.5 million. |
Financing Activities
Cash provided was $44 million in 2025, compared to $18.2 million in 2024, primarily driven by the March 2025 non-brokered private placement of $36.4 million and warrant exercises by Agnico Eagle for $7.9 million, cash proceeds from the exercise of stock options, and partially offset by payments of lease obligations.
Investing Activities
Cash used was $7.94 million in 2025, compared to $0.09 million in 2024, primarily reflecting the acquisition of strategic land and mining concessions at Guayabales.
EQUITY AND WARRANTS
Fully Diluted Shares
| As at | September 30, 2025 | December 31, 2024 | ||||||
| Shares issued | 84,857,276 | 77,602,208 | ||||||
| Stock options outstanding | 5,021,716 | 4,434,800 | ||||||
| Warrants | — | 2,250,000 | ||||||
| 89,878,992 | 84,287,008 | |||||||
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Share Capital
As at September 30, 2025, a total of 4,741,984 shares were issued as a result of the closing of the March 2025 Private Placement, 263,084 shares were issued as a result of the exercise of options and 2,250,000 shares were issued as a result of the exercise of warrants.
Total proceeds raised in 2025 was $36.4 million (C$52.2 million) from the March 2025 Private Placement.
Warrants
On May 4, 2024, following the completion of the March 2024 Offering, 2,250,000 Subscription Warrants were issued. The fair value of the warrant’s liability in respect of the Subscription Warrants was $1.19 million. The fair value of the warrants was determined using the Binomial pricing model. See also the “Business Transaction” section of this MD&A.
Subscription Warrants are classified as warrants liability on the consolidated statement of financial position and measured at fair value until the instruments are exercised or extinguished in the consolidated financial statements. Any gain or loss arising from the revaluation of a Subscription Warrant on the date of exercise or on the financial reporting date is recognized in the consolidated statement of operations and comprehensive loss.
For the three and nine months ended September 30, 2025, the Company recognized a derivative loss of $nil and $10.6 million, respectively (three and nine months ended September 30, 2024 – $0.6 million (derivative loss) and $0.2 million (derivative loss), respectively), in respect of the revaluation of warrants classified within warrants liability.
On March 20, 2025, following the completion of the October 2022 Offering, 2,391,700 Subscription Warrants were issued. The issue date fair value of the warrant’s liability in respect of the Subscription Warrants was $0.97 million. The fair value of the warrants was determined using the Black-Scholes pricing model. See also the “Business Transaction” section of this MD&A.
On March 20, 2025, a total of 2,250,000 Warrants of the March 2024 Offering were exercised for total proceeds of $7.9 million (C$11.3 million)
Options
As at September 30, 2025, 5,021,716 (December 31, 2024 – 4,434,800) stock options were outstanding at an average exercise price of C$5.82 (December 31, 2024 – C$4.07), of which 2,501,715 (December 31, 2024 – 2,676,049) were exercisable. The exercise in full of the outstanding stock options as at September 30, 2025 would raise a total of approximately C$29 million. Options expire between 2026 and 2030. Management does not know when and how much will be collected from the exercise of such securities as this is dependent on the determination of the option holders and the market price of the Common Shares.
Outstanding Equity Data
As of November 12th, 2025, the Company had 92,264,749 Common Shares, and a total of 5,003,716 stock options outstanding to purchase Common Shares.
TRENDS AND RISKS THAT AFFECT THE COMPANY’S FINANCIAL CONDITION
Please see the “Market Trends” and “Risks and Uncertainties” sections of this MD&A for information regarding known trends, demands, commitments, events or uncertainties that are reasonably likely to have an effect on the Company’s business and industry and economic factors affecting the Company’s performance.
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CONTRACTUAL OBLIGATIONS, COMMITMENTS AND OPTION AGREEMENTS
Contractual Obligations and Commitments
As at September 30, 2025, the Company had the following contractual commitments and obligations:
| Total | Less than 1 Year | 2 – 5 Years | After 5 Years | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Service contracts 1 | 945,023 | 945,023 | — | — | ||||||||||||
| Other lease commitments 2 | 165,518 | 165,518 | — | — | ||||||||||||
| 1,110,541 | 1,110,541 | — | — | |||||||||||||
| 1. | Represents drilling contracts. |
| 2. | Represents contractual lease payments payable over future periods. |
Option Agreements
The Company has the option to terminate its option agreements at any time without any financial consequences. Future expenditures are therefore dependent on the success of exploration and development programs and a decision by management to continue or exercise its option(s) for the relevant project and agreement.
As at September 30, 2025, the timing of expenditures, including option payments, under the Company’s option agreements are as follows:
| Total | Less than 1 Year | Year 2 | Year 3 | Year 4 | After 4 years | |||||||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| Second Guayabales Option | 5,300,000 | 250,000 | 250,000 | 250,000 | 250,000 | 4,300,000 | ||||||||||||||||||
| Third Guayabales Option | 9,900,000 | 3,240,000 | 1,480,000 | 1,480,000 | 1,480,000 | 2,220,000 | ||||||||||||||||||
| Fourth Guayabales Option (a) | 7,000,000 | — | — | 7,000,000 | — | — | ||||||||||||||||||
| First San Antonio Option (b) | 4,000,000 | 750,000 | 750,000 | — | — | 2,500,000 | ||||||||||||||||||
| Second San Antonio Option | 250,000 | 250,000 | — | — | — | — | ||||||||||||||||||
| Other Option agreements (c) | 2,555,760 | 990,380 | 1,565,380 | — | — | — | ||||||||||||||||||
| Balance, end of period | 29,005,760 | 5,480,380 | 4,045,380 | 8,730,000 | 1,730,000 | 9,020,000 | ||||||||||||||||||
| (a) | Includes a one-time exercise payment of $7,000,000 on October 1st, 2028. |
| (b) | Includes a one-time payment of $2,500,000 in lieu of the NSR upon reaching commercial production. |
| (c) | Amount disclosed related to the option agreements to purchase surface rights. |
RELATED PARTY TRANSACTIONS
During the nine months ended September 30, 2025, the Company entered into transactions with related parties, as defined in IAS 24, Related Party Disclosures. Related parties include members of key management personnel, the Board of Directors, and enterprises controlled by these individuals.
Key management personnel include the independent directors, the Executive Chairman of the Board (the “Chairman”), the Chief Executive Officer (“CEO”), the President, and the Chief Financial Officer (“CFO”).
The total compensation of key management personnel increased to $1.9 million for the nine months ended September 30, 2025, compared with $0.84 million in the prior-year period. The increase primarily reflects the appointment of a new CEO during the current period, resulting in higher salary and incentive compensation, as well as the issuance of new stock options as part of the CEO’s incentive package. The share-based payment expense was also affected by a higher fair value of options granted, driven by the increase in the Company’s share price during the period, supported by positive exploration results that improved market confidence in the Company’s projects.
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During the period, certain management services were provided through companies controlled by members of key management:
| ■ | The Chairman provides his services to the Company through his privately held consulting company, Lion Mining Services Inc., for a monthly fee of $27,500. |
| ■ | The Chief Executive Officer provides his services through Nova Lima LLC, a private entity he controls, for a monthly fee of $33,333. |
All related party agreements are reviewed and approved by the independent members of the Board to ensure terms are fair and reasonable to the Company
All related party transactions were made in the normal course of business and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.
Management believes the terms of these transactions are comparable to those that would be obtained from arm’s-length parties under similar circumstances.
No other material related party transactions occurred during the period, and there were no outstanding balances or commitments with related parties other than those disclosed above.
FINANCIAL INSTRUMENTS AND RELATED RISKS
All financial instruments are required to be measured at fair value on initial recognition. The fair value is based on quoted market prices unless the financial instruments are not traded in an active market. In this case, the fair value is determined by using valuation techniques like discounted cash flows, the Black-Scholes option pricing model, Binomial pricing model, or other valuation techniques. Measurement in subsequent periods depends on the classification of the financial instrument. A description of financial instruments and their fair value is included in the audited consolidated financial statements for the year ended December 31, 2024.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this MD&A, the Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of the Company, including, without limitation, such considerations as liquidity and capital resources.
MARKET TRENDS
Global Financial Market Conditions
Events and conditions in the global financial markets, particularly over the last two years, continue to impact gold prices, commodity prices, interest rates and currency rates. These conditions, as well as market volatility, may have a positive or negative impact on the Company’s operating costs, project exploration expenditures and planning of the Company’s projects.
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Gold Market
The Company’s economic assessment of its gold projects is impacted by the market-driven gold price. The gold market is affected by inflation, continued sovereign debt risks, elevated geo-political risks, mine production and substantial above-ground reserves that can affect the price should a portion of these reserves be brought to market.
While many factors impact the valuation of gold, traditionally the key factors are actual and expected U.S. dollar value, global inflation rates, oil prices and interest rates.
The gold price has displayed considerable volatility in the last few years. Continued uncertainties in major markets, specifically in the U.S. and European countries, and increased trade tensions between the U.S. and China and heightened geo-political risks in Europe were the main driving forces in the demand and volatility for gold. The daily closing spot gold price during the nine months ended September 30, 2025, was between $2,633.35 and $3,826.85 per ounce, for an average price in 2025 of $3,200.70 per ounce.
Currency
The Company’s functional and reporting currency is the U.S. dollar. The key currencies to which the Company is exposed are the Canadian dollar and the Colombian peso, which have experienced greater volatility relative to the U.S. dollar over the last several years. Fluctuation of the Canadian dollar against the U.S. dollar has a direct impact on the Company as proceeds from equity financing are in Canadian dollars. At times, the Company has mitigated the impact by converting a significant portion of proceeds received from the offerings to U.S. dollars and Colombian pesos. Fluctuation of the Colombian peso has a direct impact on the Company’s exploration and operating activities.
The Company expects to have significant U.S. dollar and Colombian peso requirements, mainly in relation to exploration activities, salaries and exploration option payments.
As at September 30, 2025, the Company held $52.9 million in cash, of which $48.9 million was in U.S. dollars, $3.5 million was in Canadian dollars, and $0.5 million was in Colombian pesos. Purchases of additional Colombian pesos will be required to meet the Company’s obligations in local jurisdictions.
As of November 12th, 2025, the Company held approximately $138 million in cash and cash equivalents, of which $129.8 million was in U.S. dollars, the equivalent of $0.2 million was in Colombian pesos, and the equivalent of $8 million was in Canadian dollars, representing approximately 94%, 0.2%, and 5.8%, respectively of total cash balances.
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The determination of estimates requires the exercise of judgement based on various assumptions and other factors such as historical experience and current and expected economic conditions. Actual results could differ from those estimates.
Critical accounting estimates and assumptions as well as critical judgements in applying the Company’s accounting policies are detailed in Note 3 of the audited consolidated financial statements for the year ended December 31, 2024, and in note 2 of the unaudited interim consolidated financial statements for the three and nine months ended September 30, 2025.
CHANGES IN ACCOUNTING POLICIES
Future Accounting Changes
The following new standards and amendments to existing standards were issued by the IASB and are expected to be adopted by the Company in 2025 or later.
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IFRS 18 – Presentation and Disclosure in Financial Statements
In April 2024, IFRS 18, was issued to achieve comparability of the financial performance of similar entities. The issuance of IFRS 18 is expected to have a substantive impact on financial statements, including potential changes to the structure of the income statement and various disclosure requirements. The standard, which replaces IAS 1, “Presentation of Financial Statements”, impacts the presentation of primary financial statements and notes, including the statement of earnings where companies will be required to present separate categories of income and expense for operating, investing, and financing activities with prescribed subtotals for each new category. The standard will also require management-defined performance measures to be explained and included in a separate note within the consolidated financial statements. The standard is effective for annual reporting periods beginning on or after January 1, 2027, including interim financial statements, and requires retrospective application. The Company is assessing the potential impact of the standard on its consolidated financial statements.
INTERNAL CONTROL OVER FINANCIAL REPORTING AND DISCLOSURE CONTROLS AND PROCEDURES
The Company’s Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining disclosure controls and procedures (“DC&P”) and internal controls over financial reporting (“ICFR”), as those terms are defined in National Instrument 52-109 – Certification of Disclosure in Issuer’s Annual and Interim Filings (“NI 52-109”) for the Company. The Company’s controls are based on the Committee of Sponsoring Organizations of the Treadway Commission (2013) framework.
The Company’s DC&P are designed to ensure that all important information about the Company, including operating and financial activities, is communicated fully, accurately and in a timely way that they provide the Company with assurance that the financial reporting is accurate.
ICFR means a process by or under the supervision of the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.
There were no significant changes in the Company’s DC&P and ICFR, or in other factors that could significantly affect those controls subsequent to the date the CEO and CFO completed their evaluation as of September 30, 2025, nor were there any significant deficiencies or material weaknesses in the Company’s internal controls identified requiring corrective actions.
The Company’s management, with the participation of its CEO and CFO, has evaluated the effectiveness of the Company’s DC&P and ICFR. Based on such evaluation, the Company’s CEO and CFO have concluded that, as of September 30, 2025, the Company’s DC&P and ICFR were effective to provide reasonable assurance that the information required to be disclosed by the Company in reports it files is recorded, processed, summarized and reported, within the appropriate time periods.
The Company’s management, including the CEO and the CFO, does not expect that its DC&P and ICFR will prevent or detect all errors and fraud. A cost-effective system of internal controls, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the ICFR are achieved.
EMERGING MARKET DISCLOSURE
Operations in an Emerging Market Jurisdiction
The Company’s mineral properties and principal business operations are located in a foreign jurisdiction, namely the Republic of Colombia. Operating in Colombia exposes the Company to various degrees of political, economic and other risks and uncertainties.
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Board and Management Experience and Oversight
Key members of the Company’s management team and Board of directors have extensive experience running business operations in Colombia. Mr. Ari Sussman, the Executive Chairman of the Company, was Chief Executive Officer and a director of Continental Gold Inc. (“Continental Gold”), and Mr. Paul Begin, the Chief Financial Officer and Corporate Secretary of the Company, was Chief Financial Officer of Continental Gold, which was the largest gold mining company in Colombia and the first to successfully permit and construct a modern large-scale underground gold mine in the country. Continental Gold was a former Toronto Stock Exchange-listed issuer, from March 2010 until it was acquired by Zijin Mining Group Co., Ltd. in March 2020 for over C$1.4 billion.
Mr. Ned Jalil, the Chief Executive Officer of the Company, is a seasoned mining executive with over 25 years of global experience across gold, silver, and key battery metals including copper and nickel. Ned has successfully led projects from exploration through to feasibility, construction, and production throughout Latin America.
Mr. Omar Ossma, the President of the Company, was the former Vice President, Legal of Continental Gold, and has over 20 years of legal experience in Colombian corporate, environmental, mining and energy law. As Vice President, Legal of Continental Gold, he oversaw the Colombian legal team and was responsible for all legal support efforts in the country.
Ms. Maria Constanza García Botero, an independent director of the Company, is a resident of Colombia, and has worked in public finance, urban development, infrastructure, mining, energy, and public-private partnerships (PPPs) as an advisor or in various management positions at the National Planning Department, the Ministry of Finance, and the National Hydrocarbons Agency. From 2010 to 2012 she served as the Deputy Minister of Infrastructure at the Ministry of Transport (Colombia), and from 2012 to 2014, served as President of the National Mining Agency, Ministry of Mining and Energy (Colombia).
Mrs. Angela María Orozco Gómez, an independent director of the Company, is a resident of Colombia and has 30 years of government and international experience. Most recently, Mrs. Orozco Gómez was the Minister of Transport and Infrastructure, Colombia where she led various initiatives that secured public and private investments in the transportation and infrastructure industries. Mrs. Orozco Gómez has also been a partner in various private ventures that helped to represent industries in international trade disputes.
Mr. Ashwath Mehra is a seasoned executive with over 35 years’ experience in the mineral industry. Mr. Mehra spent many years in the commodity trading and mining business as well as owning, buying and selling companies globally.
Mr. Jasper Bertisen is a seasoned leader in the mining industry with a proven track record of successfully driving strategic initiatives. He has spent the majority of his career in mining private equity with Resource Capital Funds, overseeing due diligence and strategy execution for investments spanning development-stage to producing assets across various commodities and global markets.
The Board, as well as management and consultants, are actively involved in technical activities, risk assessments and progress reports in connection with the Company’s exploration activities. The Colombian-resident Board and management members work directly with local contractors in an operational capacity, and are familiar with the laws, business culture and standard practices in Colombia, are fluent in Spanish, and are experienced in dealing with Colombian government authorities, including with respect to mineral exploration licensing, maintenance, and operations.
Communication
While the reporting language of the head office of the Company is English, the primary operating language in Colombia is Spanish. The senior management team in Colombia, Ms. García Botero and Ms Orozco, are bilingual in English and Spanish, and Mr. Sussman is fluent in English and conversationally fluent in Spanish. The Company maintains open communication with its Colombian operations through its partially bilingual Board, such that there are no language barriers between the Company’s management and local operations.
The Company’s management communicates with its in-country operations through phone and video calls and conferences, in-country work, meetings, e-mails, and regular reporting procedures. In addition, Collective retained Lloreda Camacho & Co., a law firm based in Bogota, Colombia, as its legal advisors for all Colombian related matters. Professionals at Lloreda Camacho & Co. acting on behalf of Collective are bilingual in both English and Spanish.
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Controls Relating to Corporate Structure Risk
The Company has implemented a system of corporate governance, internal controls over financial and disclosure controls and procedures that apply to the Company, Collective Mining Limited (Bermuda) including the Branch and its two indirect Colombian subsidiaries, Minerales Provenza and Minera Campana (together with Minerales Provenza, the “Colombian Subsidiaries”), which are overseen by the Board and implemented by senior management.
The relevant features of these systems include direct oversight over the Branch and the Colombian Subsidiaries’ operations by Omar Ossma, as the principal representative each of the Colombian Subsidiaries and who is also the President and Chief Executive Officer of the Company. Since the Company indirectly holds all of the issued and outstanding equity interests of the legal entity that comprises the Branch and the Colombian Subsidiaries, the Company exercises effective control over the Branch and the management of each of the Colombian Subsidiaries, as well as its composition.
Executive management and the Board prepare and review the Colombian Subsidiaries’ financial reporting as part of preparing its consolidated financial reporting, and the Company’s independent auditors review the consolidated financial statements under the oversight of the Company’s Audit Committee.
Local Records Management
The minute books and corporate records of each of the Colombian Subsidiaries are maintained and held by the Company at Avenida El Poblado, Carrera 43 No. 9 Sur 195, Oficina 1034, Edificio Square, Medellin, Colombia. Senior management control these records and the Board and management team have full access.
Strategic Direction
While the exploration operations of each of the Branch and the Company’s subsidiaries are managed locally, the Board is responsible for the overall stewardship of the Company and, as such, supervises the management of the business and affairs of the Company. More specifically, the Board is responsible for reviewing the strategic business plans and corporate objectives, and approving acquisitions, dispositions, investments, capital expenditures and other transactions and matters that are material to the Company including those of its material subsidiaries.
Disclosure Controls and Procedures
The Company has a disclosure policy that establishes the protocol for the preparation, review and dissemination of information about the Company. This policy provides for multiple points of contact in the review of important disclosure matters, which includes input from Board members in Colombia.
CEO and CFO Certifications
In order for the Company’s Chief Executive Officer and Chief Financial Officer to be in a position to attest to the matters addressed in the quarterly and annual certifications required by National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings, the Company has developed internal procedures and responsibilities throughout the organization for its regular periodic and special situation reporting, in order to provide assurances that information that may constitute material information will reach the appropriate individuals who review public documents and statements relating to the Company and its subsidiaries containing material information, is prepared with input from the responsible officers and employees, and is available for review by the Chief Executive Officer and Chief Financial Officer of the Company in a timely manner.
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Managing Cultural Differences
Differences in cultures and practices between Canada and Colombia are addressed by the engagement of Colombian-resident Board and management members, as well as local advisors, who have deep operational experience with the mineral exploration industry in Colombia and are familiar with the local laws, business culture and standard practices, have local language proficiency, are experienced in working in Colombia and in dealing with the relevant government authorities and have experience and knowledge of the local banking systems and treasury requirements. In addition, most of the Company’s management team members that are non-Colombians have been involved in the Colombian mineral exploration and development industry for over 10 years through their involvement with Continental Gold (as further described above), developing an understanding of the relevant cultural differences and helping in mitigating potential risks from cultural differences.
Transactions with Related Parties
The Company is subject to applicable Canadian and United States securities laws and applicable exchange rules and Canadian accounting rules with respect to approval and disclosure of potential related party transactions and has procurement and other policies in place which it follows to mitigate risks associated with potential related party transactions. The Company may in the future transact with related parties from time to time, in which case such related party transactions may require disclosure in the consolidated financial statements of the Company and in accordance with applicable Canadian securities laws and accounting rules.
Controls Relating to Verification of Property Interests
The Company engaged a local team with broad experience in mining exploration in Colombia, as well as in legal, social, and environmental matters. The lead team in Colombia was previously successful in licensing, building, and putting into operation other mining projects in Colombia. This contributed to obtaining an understanding of the framework surrounding the good standing of the Company’s properties and assets, from a legal, social, and environmental perspective.
The lead team was tasked with the negotiation and acquisition of properties that comprise the Colombian Projects. The current President and Chief Executive Officer of the Company, Mr. Omar Ossma, who led the negotiations and acquisitions of the Company’s current projects, is a licensed lawyer in Colombia, with more than 20 years of professional experience in Colombian corporate, environmental, mining and energy law, 15 of which have been dedicated to the mining and energy sectors. His knowledge of the legal framework of mineral properties and assets assisted the Company in negotiating and entering into legally binding agreements under Colombian law, ensuring the good standing of the Company’s rights over the acquired assets and properties.
The Company also retained an established and leading law firm based in Bogota, Colombia, as its legal advisors for all Colombian related matters, that is widely known for their mining practice. In addition to providing a wide array of legal services beginning from the date of incorporation of the Company’s Colombian subsidiaries, the law firm also prepared and delivered title opinions with respect to the Company’s current Colombian properties.
In addition, the Company retained two independent consulting firms specializing in the mining sector, with significant experience in social, engineering, environmental and other sustainability matters that prepared and delivered a due diligence report on the socio-economic and environmental conditions of the properties comprising the San Antonio Option, as well as the first and second Guayabales options, and a baseline study report on the performance of certain socio-economic, health and safety measures in the property area.
The mining concession contract owners of the Guayabales license, for which the Company recently accelerated its option agreement to own an undivided 100% interest (see press release dated June 23, 2025), requested to the Colombian authorities in 2022 that the incomplete cells abutting its mining title be integrated into within said title. The response by the authorities confirmed in writing that the incomplete cells will be integrated to their title once the electronic software of the Colombia mining cadastre is capable of integrating incomplete cells into the appropriate mining title.
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License, Permitting and other Regulatory Approvals
Based on consultations with its local advisers and government authorities, the Company satisfied itself that it has obtained all required permits, licenses and other regulatory approvals to carry out its business in Colombia. The table set out below details which material permits, business licenses and other regulatory approvals are required for the Company to carry out its business operations in Colombia.
| Material permit, license and/or other regulatory approval required to conduct operations | Material permit, license and/or regulatory approval obtained by the Company |
| Operating as a Company requires a Public commercial registry before the Chamber of Commerce. This registry also activates a Tax Registry. | Obtained. |
| Prospecting activities (all exploration excluding drilling) are free activities in Colombia, and require no permit, other than authorization for land access from private owner. | The Company generally negotiates land access permits in advance to its operations. Currently, the Company has all required land access permits for its current prospecting campaign. |
| Drilling activities require a valid mining right and/or mining title granted by the National Mining Authority. | The Company is conducting exploration activities on mining titles LH0071-17, 781-17, HI8-15231, 501712 and IIS-10401 which are validly granted mining titles. |
| Drilling activities will require authorization for land access from private owner. | The Company generally negotiates land access permits in advance to its operations. Currently, the Company has all required land access permits for its current drilling campaign. |
| Exploration activities are not subject to environmental license. However, if the activities require the use of natural renewable resources (such as water catchments, dumpings and timbering, amongst others) the Company will require a filing, and further permission, before the regional environmental corporation in the territory. | The Company has been granted water rights for its drilling campaign, both in San Antonio and Guayabales projects, and may also recur to purchase water in bulk to perform its drilling campaign. |
| Construction of a mining project, and its operation requires an environmental license granted by an environmental authority. | The Company is not currently in a position to advance either of its properties to the development and construction phase of a mining project, therefore it does not require an environmental license at this time. |
| Construction of a mining project, and its operation requires a work plan approved by the applicable mining authority. | The Company is not currently in a position to advance either of its properties to the development and construction phase of a mining project, therefore it does not require a work plan at this time. |
As at the date of this MD&A, no restrictions or conditions have been imposed by the government of Colombia on the Company’s ability to operate in Colombia. The Company’s continued ability to operate in Colombia could be impacted as a result of: (i) a drastic change in water conditions which may result in restrictions on already granted water rights; (ii) a breach of environmental commitments and/or regulations by the Company; (iii) the declaration of environmentally protected areas which could restrict mining activities on the Company’s current projects; or (iv) court ordered public hearings in regards to the presence of ethnic minorities on the Company’s properties. See “Risk and Uncertainties”.
RISKS AND UNCERTAINTIES
The business of the Company is subject to a variety of risks and uncertainties. Investment in Common Shares should be considered highly speculative and involves a high degree of risk due to the nature of the Company’s business and the present stage of development, production and exploration and the location of its properties in Colombia. As a result the recent acquisition of a new mining concession contract where exploitation activities are in progress, the Company has identified additional risks, including heightened exposure to environmental, operational and health and safety risks. The integration of this new asset into the Company’s portfolio may also give rise to unforeseen challenges that could adversely affect ongoing operations, timelines, or compliance obligations. Readers should carefully consider the risks disclosed in this MD&A, the audited consolidated financial statements for the year ended December 31, 2024, and the 2024 Annual Information Form. These risk factors are not a definitive list of all risk factors associated with an investment in the Company or relating to the Company’s operations and any of these risk elements could have a material adverse effect on the business of the Company.
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Management has expanded the disclosure under “Environmental and Other Regulatory Requirements” as originally presented in the audited consolidated financial statements for the year ended December 31, 2024, and the 2024 Annual Information Form. The following section reflects updated language to incorporate the Company’s recent developments, including the acquisition of a new mining concession contract and associated regulatory considerations.
Environmental and Other Regulatory Requirements
All phases of the Company’s operations are subject to environmental regulation (including environmental impact assessments and permitting). Environmental legislation and international standards are continually evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There have been a number of recent regulatory changes in Colombia and the Company expects additional regulatory changes, new interpretations and possibly enhanced enforcement to occur in the future. There is no assurance that the Company can or will be able to meet all standards on time, which could adversely affect the Company’s business, financial condition or operations.
Environmental hazards may exist on the properties in which the Company holds interests which are unknown to the Company at present, and which have been caused by artisanal miners or previous or existing owners or operators of the properties. In addition, the Company has acquired a mining concession contract where a small-scale mine is currently in operation which gives rise to potential health and safety risks, environmental risks or liabilities that could affect the property or the Company. To mitigate these risks, the Company is evaluating the environmental and health and safety practices of the third-party operator, monitoring site conditions, and assessing the need for any remediation measures. The Company is also reviewing applicable legal agreements and regulatory frameworks to ensure that responsibilities and liabilities are clearly defined and, where appropriate, has initiated discussions with the operator to align environmental practices with applicable standards and regulatory expectations.
Failure to comply with applicable laws, regulations, permitting and zoning requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations or in the exploration, development or production of mineral properties may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations. Amendments to current laws, regulations and permits governing operations and activities of mining and exploration companies, or more stringent implementation of existing laws, could have a material adverse impact on the Company and cause an increase in exploration expenses or capital expenditures or require abandonment or delays in the development of new exploration properties.
It is not possible for the Company to accurately predict changes in laws or policy or the extent to which any such developments or changes may have a material adverse effect on the Company’s operations. Failure to comply strictly with applicable laws, regulations and local practices relating to mineral rights applications and tenure could result in loss, reduction or expropriation of entitlements, or the imposition of additional local or foreign parties as joint venture partners with carried or other interests. The occurrence of any of these various factors and uncertainties cannot be accurately predicted and could have an adverse effect on the properties, business, operations, or financial condition of the Company.
In addition, in the event of a dispute arising from foreign operations, the Company may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdiction of courts in Canada.
The Company cannot give any assurances that breaches of environmental laws (whether inadvertent or not) or environmental pollution will not materially or adversely affect its financial condition. There is no assurance that future changes to environmental regulation, if any, will not adversely affect the Company.
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In the future, the Company may require, from time to time, various approvals including, but not limited to, the approval from the National Environmental Licensing Authority (ANLA in Spanish) or the regional environmental authority for environmental permits. There is no assurance that the Company will receive such approvals or receive them within a reasonable time period.
In addition to updates made to existing risks, new risk factors have been identified in connection with the acquisition of a mining concession contract where operational activities are currently being carried out. These new risks should be considered alongside those already disclosed, as they may have a material impact on the Company’s future performance and obligations.
Decommissioning and Reclamation Costs
The Company is currently in the exploration stage, and as such, a formal decommissioning and reclamation plan has not yet been established. Management anticipates that such a plan, along with a corresponding cost estimate and regulatory filing, will be developed in accordance with applicable environmental and mining regulations prior to the commencement of any construction or development activities. The costs associated with future decommissioning and reclamation could be significant and are subject to change based on site-specific conditions, evolving regulations, and project scope. If the Company is required to comply with more stringent requirements or if actual reclamation costs are materially higher than anticipated, this could have a material adverse effect on the Company’s future cash flows, earnings, and financial condition.
The Company has recently acquired a mining concession contract that includes a small-scale mine and processing plant, two small tailings ponds, and a waste dump, currently operated by a third party within the boundaries of the property, which could give rise to potential environmental risks or future liabilities associated with decommissioning and reclamation costs. The Company is in the process of evaluating the legal and environmental implications of this third-party operation and intends to implement appropriate monitoring and risk mitigation measures to address any potential obligations that may arise.
Insurance and Uninsurable Risks
Exploration, development and production operations on mineral properties involve numerous risks including, but not limited to, unexpected or unusual geological operating conditions, rock bursts, cave-ins, fires, floods, landslides, earthquakes and other environmental occurrences, risks relating to the storage and shipment of precious metal concentrates or doré bars, and political and social instability. Such occurrences could result in damage to mineral properties, damage to underground development, damage to production facilities, personal injury or death, environmental damage to the Company’s properties or the properties of others, delays in the ability to undertake exploration and development, monetary losses and possible legal liability. Should such liabilities arise, they could reduce or eliminate future profitability and result in increasing costs and a decline in the value of the securities of the Company.
Although the Company maintains insurance to protect against certain risks in such amounts as it considers reasonable, its insurance policies do not cover all the potential risks associated with a mining company’s operations. The Company may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration, development and production is not always available to the Company or to other companies in the mining industry on acceptable terms. The Company might also become subject to liability for pollution or other hazards which it may not be insured against or which the Company may elect not to insure against because of premium costs or other reasons. The Company does not currently maintain insurance or has sufficient limits to cover against all political risks, business interruption or loss of profits, cyber security, theft of doré bars, the economic value to re-create core samples, environmental risks and other risks. Furthermore, insurance limits currently in place may not be sufficient to cover losses arising from insured events. Losses from any of the above events may cause the Company to incur significant costs that could have a material adverse effect upon its financial performance and results of operations.
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Use of Explosives
The Company does not currently use explosives in its exploration activities, which are limited to drilling and related non-intrusive methods. However, a small-scale mining operation located on a recently acquired mining concession contract is actively using explosives for extraction purposes. While this operation is operated by a third party, the Company may be exposed to certain operational, legal, or reputational risks associated with the use of explosives on its titled property. These risks include the potential for accidents, theft or diversion of explosives, and association with unauthorized or illegal activities. The use of explosives is strictly regulated in Colombia, and any violations could result in sanctions or reputational harm. The Company is currently evaluating whether to assume responsibility for obtaining the necessary permits for future exploitation of the deposit, which could increase its exposure to these risks. Should the Company proceed in this direction, it will be required to comply with applicable explosives regulations and implement rigorous control measures to mitigate related risks.
CAUTION REGARDING FORWARD-LOOKING INFORMATION
Except for statements of historical fact relating to the Company, certain information contained in this MD&A constitutes “forward-looking statements” and “forward-looking information” within the meaning of applicable securities legislation (collectively, “forward-looking statements”)
In addition, statements (including data in tables) relating to mineral reserves and resources and gold equivalent ounces are forward-looking statements, as they involve implied assessment, based on certain estimates and assumptions, and no assurance can be given that the estimates will be realized.
Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by use of forward-looking terminology such as “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “targets”, “potential”, “scheduled”, “budgeted”, “forecasted” and similar expressions or variations (including negative variations), or that events or conditions “will”, “would”, “may”, “might”, “could”, “should”, “will be taken”, “occur” or “be achieved”.
Forward-looking statements are based on the reasonable assumptions, estimates, analysis and opinions of management considered reasonable at the date the statements are made in light of management’s experience and its perception of historical trends, current conditions and expected future developments, as well as other factors that it believes to be relevant and reasonable in the circumstances at the date that such statements are made. Forward-looking statement are inherently 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, including but not limited to risks related to: uncertainties associated with negotiations, misjudgements in the course of preparing forward-looking statements; the actual results of exploration activities; the inherent risks involved in the exploration and development of mineral properties; liquidity risk; the presence of artisanal miners and the effect of mineral extraction by third parties without title; unreliable historical data for projects; cybersecurity risks; risks regarding community relations; security risks; ability to maintain obligations; uncertainties inherent in conducting operations in a foreign country; uncertainties related to the availability and costs of financing needed in the future; reliance on outside contractors in certain exploration operations; risks arising from labour and employment matters; health and safety risks; risks related to use of explosives; reliance on adequate infrastructure for exploration activities; unexpected adverse changes that may result in failure to comply with environmental and other regulatory requirements; environmentally-protected areas/forest reserves risks; dependence on key management employees; title risks related to the ownership of the Company’s projects; the Company’s limited operating history; risks relating to retaining employees and consultants with special skills and knowledge; fluctuations in mineral prices; uninsurable risks related to exploration; risks relating to shareholder(s) exercising significant control over the Company; delays in obtaining government approvals; uncertainties inherent in conducting operations in a foreign country; title risks related to the ownership of the Company’s projects and the related surface rights and to the boundaries of the Company’s projects; risks relating to the Company’s pending concession applications; uncertainties related to the availability and costs of financing needed in the future; differing interpretations of tax regimes in foreign jurisdictions; the loss of Canadian tax resident status; recovery of value added taxes; compliance with government regulation, anti-corruption laws and ESTMA; uncertainties inherent in competition with other exploration companies; non-governmental organization intervention and the creation of adverse sentiment among the inhabitants of areas of mineral development; uncertainties related to conflicts of interest of directors and officers of the Company; social media influence and reputation; the ability to fund operations through foreign subsidiaries; the residency of directors, officers and others; uncertainties related to holding minority interests in other companies; foreign currency fluctuations; global economic conditions; the market price of shares of the Company; the payment of future dividends; future sales of shares of the Company by existing shareholders; seizure or expropriation of assets; accounting policies and internal controls; passive foreign investment Company; litigation risks; indigenous peoples; impairment of mineral properties; and Bermuda legal matters. See “Risks and Uncertainties” in this MD&A for further discussion regarding risk factors.
29 | Page
Material Forward-Looking Information
The Consolidated Financial Statements of the Company for the three and nine months ended September 30, 2025, were prepared on a going concern basis. The going concern basis assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. The assumption is based on the anticipation of obtaining additional sources of financing to fund its exploration and operating activities for the foreseeable future. There is no assurance that the Company will be able to obtain adequate financing in the future or that such financing will be on terms advantageous to the Company.
CORPORATE INFORMATION
Corporate Office
82 Richmond Street East
Toronto, Ontario - M5C 1P1
Directors & Officers
Ari Sussman, Executive Chairman
Maria Constanza Garcia, Director
Angela Maria Orozco, Director
Ashwath Mehra, Director
Jasper Bertisen, Director
Ned Jalil, Chief Executive Officer
Omar Ossma, President
Paul Begin, Chief Financial Officer
Auditors
BDO Dunwoody LLP
360 Oakville Place Drive, Suite 500
Oakville, Ontario – L6H 6K8
Stock Information
Collective Mining Ltd. common shares are traded on the TSX and the NYSE American LLC under the symbol “CNL” and on the FSE under the symbol GG1.
Investor Relations
Shareholder requests may be directed to Investor Relations via e-mail at info@collectivemining.com or via telephone at 416-451-2727
30 | Page
Exhibit 99.3
FORM 52-109F2
CERTIFICATION
OF INTERIM FILINGS
FULL CERTIFICATE
I, Paul P. Begin, Chief Financial Officer of Collective Mining Ltd., certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Collective Mining Ltd. (the “issuer”) for the interim period ended September 30, 2025. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
| 4. | Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer. |
| 5. | Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings |
| (a) | designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
| (i) | material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and |
| (ii) | information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| (b) | designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
| 5.1 | Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (2013) published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). |
| 5.2 | ICFR – material weakness relating to design: N/A |
| 5.3 | Limitation on scope of design: N/A |
| 6. | Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2025 and ended on September 30, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
Date: November 12, 2025
| /s/ Paul P. Begin | |
| Paul P. Begin | |
| Chief Financial Officer |
Exhibit 99.4
FORM 52-109F2
CERTIFICATION
OF INTERIM FILINGS
FULL CERTIFICATE
I, Muhanad ‘Ned’ Abdel Jalil, Chief Executive Officer of Collective Mining Ltd., certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Collective Mining Ltd. (the “issuer”) for the interim period ended September 30, 2025. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
| 4. | Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer. |
| 5. | Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings |
| (a) | designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
| (i) | material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and |
| (ii) | information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| (b) | designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
| 5.1 | Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (2013) published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). |
| 5.2 | ICFR – material weakness relating to design: N/A |
| 5.3 | Limitation on scope of design: N/A |
| 6. | Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2025 and ended on September 30, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
Date: November 12, 2025
| /s/ Muhanad ‘Ned’ Abdel Jalil | |
| Muhanad ‘Ned’ Abdel Jalil | |
| Chief Executive Officer |