Collective Mining Ltd 6-K, filed May 14, 2025

Collective Mining Ltd. (CNL)

6-K 2025-05-14 For: 2025-03-31

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Added on April 07, 2026

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Collective Mining Ltd filed this 6-K on May 14, 2025.

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EXHIBIT NO		DESCRIPTION
99.1		Unaudited Interim Condensed Consolidated Financial Statements for the three months ended March 31, 2025
99.2		Management’s Discussion and Analysis for the three months ended March 31, 2025
99.3		Chief Executive Officer Certification of Interim Filings, dated May 13, 2025
99.4		Chief Financial Officer Certification of Interim Filings, dated May 13, 2025

	Collective Mining Ltd.
Date: May 13, 2025
	By:	/s/ Paul Begin
	Name:	Paul Begin
	Title:	Chief Financial Officer and Corporate
		Secretary

As at	Note	March 31, 2025 (Unaudited)			December 31, 2024 (Audited)
		$			$
ASSETS
Current assets:
Cash and cash equivalents			78,026,206			38,930,957
Receivables and prepaid expenses	4		1,090,544			683,655
			79,116,750			39,614,612
Non-current assets:
Property, plant and equipment	5		1,637,605			680,062
VAT receivable	7		2,522,901			2,261,717
			4,160,506			2,941,779
Total assets			83,277,256			42,556,391
LIABILITIES AND EQUITY
Current liabilities:
Account payables and accrued liabilities			3,308,310			2,229,584
Warrants liability	8		–			3,163,115
Current portion of lease liability	9		431,428			82,795
			3,739,738			5,475,494
Non-current liabilities:
Lease liability	9		813,467			72,732
			813,467			72,732
Total liabilities			4,553,205			5,548,226

Equity:
Share capital	13		146,825,590			102,256,065
Contributed surplus			31,184,770			17,110,478
Deficit			(99,286,309	)		(82,358,377	)
			78,724,051			37,008,166
Total liabilities and equity			83,277,256			42,556,391

Commitments and contingencies	18

(signed) Ari Sussman		(signed) Jasper Bertisen
Director		Director

For the three months ended	Note	March 31, 2025			March 31, 2024
		$			$
Expenses
Exploration and evaluation	16(a)	(4,858,769)			(3,838,520)
General and administration	16(b)		(1,898,294	)		(1,203,178	)
			(6,757,063	)		(5,041,698	)
Other income (expenses)
Revaluation of warrants liability	8		(10,564,474	)		371,514
Foreign exchange gain (loss)			102,139			(179,635	)
Net loss before finance items and income tax			(17,219,398	)		(4,849,819	)
Finance income (expense)
Interest income			377,780			217,387
Finance costs	16(c)		(86,314	)		(92,804	)
Net loss before income tax			(16,927,932	)		(4,725,236	)
Income tax			–			–
Net loss and comprehensive loss			(16,927,932	)		(4,725,236	)

Basic and diluted loss per common share	14		(0.22	)		(0.07	)
Weighted average common shares outstanding, basic and diluted	14		78,709,287			63,415,998

	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	13		4,741,984		36,357,305			–		–			36,357,305
Share issue costs	13		–		(172,887	)		–		–			(172,887	)
Exercise of warrants	13, 8(b)		2,250,000		7,857,044			13,727,590		–			21,584,634
Exercise of options	13,15		252,167		528,063			–		–			528,063
Share-based compensation	16(b)		–		–			346,702		–			346,702
Net loss for the period			–		–			–		(16,927,932	)		(16,927,932	)
Balance March 31, 2025			84,846,359		146,825,590			31,184,770		(99,286,309	)		78,724,051
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	13		4,500,000		13,925,729			–		–			13,925,729
Fair value of warrants issued			–		(1,193,634	)		–		–			(1,193,634	)
Share issue costs	13		–		(702,386	)		–		–			(702,386	)
Exercise of warrants	13		205,000		491,897			131,236		–			623,133
Exercise of options	13,15		176,550		152,889			–		–			152,889
Share-based compensation	16(b)		–		–			358,593		–			358,593
Net loss for the period			–		–			–		(4,725,236	)		(4,725,236	)
Balance March 31, 2024			66,116,456		66,647,260			14,648,835		(60,134,691	)		21,161,404

As at	March 31, 2025		December 31, 2024
	$		$
Prepaid expenses		808,819		517,442
Advance to suppliers		153,738		72,082
Other receivables (a)		127,987		94,131
		1,090,544		683,655

	Land and Buildings			Exploration Equipment and structures			Computer Equipment			Leasehold Improvement			Right of use assets (a)			Total
	$			$			$			$			$			$
Opening net book value, January 1, 2025		58,749			343,704			34,123			96,971			146,515			680,062
Additions		–			18,849			7,729			–			1,273,998			1,300,576
Disposals and write-downs		–			(234	)		(340	)		–			(146,513	)		(147,087	)
Depreciation (b)		(832	)		(43,061	)		(16,655	)		(17,748	)		(117,650	)		(195,946	)
Net book value, March 31, 2025		57,917			319,258			24,857			79,223			1,156,350			1,637,605
Balance, March 31, 2025
Cost		65,876			623,638			219,245			295,611			1,274,000			2,478,370
Accumulated depreciation		(7,959	)		(304,380	)		(194,388	)		(216,388	)		(117,650	)		(840,765	)
Net book value		57,917			319,258			24,857			79,223			1,156,350			1,637,605

		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

	$
Total Phase 1		1,750,000
Total Phase 2		1,000,000
Total Phase 3		4,300,000
		7,050,000

	Three-month period ended March 31, 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		–			–			–			–

	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

	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

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)		–

For the three months ended March 31	2025		2024
	$		$
Management salaries and benefits		195,000		195,000
Share-based payments		121,687		85,441
		316,687		280,441

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
		3,1,63,115		–		155,527		3,318,642

As at March 31, 2025	Foreign Currency	Foreign Balance			$
Cash and cash equivalents	COP (000’s)		535,775			127,791
Cash and cash equivalents	CAD		16,732,621			11,639,274
Receivables and prepaid expenses	COP (000’s)		2,806,012			669,282
Long-Term VAT Receivable	COP (000’s)		10,577,439			2,522,901
Receivables and prepaid expenses	CAD		104,865			72,945
Accounts payable and accrued liabilities	COP (000’s)		(9,961,234	)		(2,375,925	)
Accounts payable and accrued liabilities	CAD		(614,362	)		(427,353	)
Warrants liability	CAD		–			–
Lease liability	COP (000’s)		(5,219,311	)		(1,244,895	)

	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		200,000			8.32		–			–
Exercised		(252,167	)		3.01		(176,550	)		1.17
Forfeited		(50,000	)		4.12		–			–
Outstanding, March 31		4,332,633			4.33		4,000,667			3.19

	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		1,836,800		2.04		2.87		1,836,800		2.04		2.87
$3.01 – $4.00		137,500		1.32		3.97		137,500		1.32		3.97
$4.01 – $7.00		2,358,333		4.23		5.49		449,582		3.53		4.72
		4,332,633		3.21		4.33		2,423,882		2.27		3.28

	Total		Less than 1 Year		Years 2 – 5		After 5 Years
	$		$		$		$
Lease commitments (a)		1,399,451		585,984		813,467		–
Service contracts (b)		3,883,722		3,883,722		–		–
		5,283,173		4,469,706		813,467		–

Description Of Business	2
2025 Summary And Highlights	2
Business Transactions	3
Exploration Summary	4
Selected Consolidated Financial Information	8
Overview Of Consolidated Financial Results	8
Summary Of Consolidated Quarterly Results	9
Liquidity And Management Of Capital Resources	9
Equity And Warrants	10
Trends And Risks That Affect The Company’s Financial Condition	11
Contractual Obligations, Commitments And Option Agreements	11
Related Party Transactions	12
Financial Instruments And Related Risks	12
Off-Balance Sheet Arrangements	12
Market Trends	12
Critical Accounting Estimates And Judgements	13
Changes In Accounting Policies	13
Internal Control Over Financial Reporting And Disclosure Controls And Procedures	13
Emerging Market Disclosure	14
Risks And Uncertainties	18
Caution Regarding Forward-Looking Information	18
Corporate Information	19

		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		8,000,0001		–		8,000,000
			12,000,000		13,000,000		25,000,000

	$
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

	Three months ended March 31
	2025			2024
	$			$
Consolidated Operating Results
Exploration and evaluation expenses		(4,858,769	)		(3,838,520	)
Gain (loss) on revaluation of warrants liability		(10,564,474	)		371,514
Net loss and comprehensive loss		(16,927,932	)		(4,725,236	)
Basic and diluted loss per common share		(0.22	)		(0.07	)
Consolidated Cash Flow
Operating cash outflow		(5,428,390	)		(3,967,628	)
Financing cash inflow		44,407,922			13,776,102
Net cash inflow (outflow), including foreign exchange effect on cash balances		39,095,249			9,569,693

	Q1 2025			Q4 2024			Q3 2024			Q2 2024			Q1 2024			Q4 2023			Q3 2023			Q2 2023
	$			$			$			$			$			$			$			$
Net income (loss)		(16,927,932	)		(9,591,266	)		(6,300,500	)		(6,331,921	)		(4,725,236	)		(5,313,309	)		(3,749,128	)		(6,097,432	)
Basic and diluted income (loss) per share		(0.22	)		(0.13	)		(0.09	)		(0.09	)		(0.07	)		(0.09	)		(0.06	)		(0.10	)

	Three months ended March 31
	2025			2024
	$			$
Operating activities		(5,428,390	)		(3,967,628	)
Financing activities		44,407,922			13,776,102
Investing activities		(26,580	)		(32,243	)
		38,952,952			9,776,231
Foreign exchange on cash		142,297			(206,538	)
Net change in cash balance		39,095,249			9,569,693

As at	December 31, 2025		December 31, 2024

Shares issued		84,846,359		77,602,208
Stock options outstanding		4,332,633		4,434,800
Warrants		–		2,250,000
		89,178,992		84,287,008

	Total		Less than 1 Year		2 – 5 Years		After 5 Years
	$		$		$		$
Other lease commitments¹		1,399,451		585,984		813,467		–
Service contracts ²		3,883,722		3,883,722		–		–
		5,283,173		4,469,706		813,467		–

	Total		Less than 1 Year		2 – 3 Years		4 – 5 Years		Greater than 5 Years
	$		$		$		$		$
First Guayabales Option¹		9,833,334		333,332		666,664		666,664		8,166,674
Second Guayabales Option		5,300,000		250,000		500,000		2,400,000		2,150,000
San Antonio Option ²		4,420,000		420,000		1,500,000		–		2,500,000
Other Option agreements³		3,034,724		964,312		2,070,412		–		–
		22,588,058		1,967,644		4,737,076		3,066,664		12,816,674

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 Company 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.

Date: May 13, 2025

/s/ Muhanad ‘Ned’ Abdel Jalil
Muhanad ‘Ned’ Abdel Jalil
Chief Executive Officer

Date: May 13, 2025

/s/ Paul P. Begin
Paul P. Begin
Chief Financial Officer