6-K - CNL - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,D.C. 20549

Form 6-K

REPORTOF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDERTHE SECURITIES EXCHANGE ACT OF 1934

For the month of May, 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 executiveoffice)

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<br><br> <br>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

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.

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

Exhibit 99.1

UNAUDITED INTERIM CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2025

COLLECTIVE MINING LTD.

Interim Condensed Consolidated Statement of Financial Position

(All amounts expressed in U.S. Dollars, unless otherwise indicated)

As at	Note

ASSETS
Current assets:
Cash and cash equivalents
Receivables and prepaid expenses	4

Non-current assets:
Property, plant and equipment	5
VAT receivable	7

Total assets
LIABILITIES AND EQUITY
Current liabilities:
Account payables and accrued liabilities
Warrants liability	8
Current portion of lease liability	9

Non-current liabilities:
Lease liability	9

Total liabilities
Equity:
Share capital	13
Contributed surplus
Deficit		)	)

Total liabilities and equity
Commitments and contingencies	18

All values are in US Dollars.

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

Approved on behalf of the Board of Directors:

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

COLLECTIVE MINING LTD.

Interim Condensed Consolidated Statement of Operations and ComprehensiveLoss (unaudited)

(All amounts expressed in U.S. Dollars, unless otherwise indicated)

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)		)		)
			)		)
Other income (expenses)
Revaluation of warrants liability	8		)
Foreign exchange gain (loss)					)
Net loss before finance items and income tax			)		)
Finance income (expense)
Interest income
Finance costs	16(c)		)		)
Net loss before income tax			)		)
Income tax
Net loss and comprehensive loss			)		)
Basic and diluted loss per common share	14		)		)
Weighted average common shares outstanding, basic and diluted	14

All values are in US Dollars.

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

COLLECTIVE MINING LTD.

Interim Condensed Consolidated Statementof Cash Flows (unaudited)

(All amounts expressed in U.S. Dollars, unless otherwise indicated)

For the three months ended	Note

Cash flows from (used in) operating activities
Net loss		)	)
Items not involving cash and cash equivalents:
Revaluation of warrants liability			)
Finance costs expensed
Foreign exchange (gain) loss		)
Share-based compensation	16(b)
Depreciation and amortization	16(a),(b)
Net changes in working capital items	17
		)	)
Cash flows from (used in) financing activities
Cash proceeds from issuance of shares and subscription units
Cash costs related to issuance of shares and subscription units		)	)
Financing costs paid			)
Cash proceeds from warrant exercises	13, 8(b)
Cash received from option exercises	13
Lease payments	9	)	)

Cash flows from (used in) investing activities
Acquisition of property, plant and equipment	5	)	)
		)	)
Net change in cash and cash equivalents during the period
Cash and cash equivalents, opening balance
Foreign exchange effect on cash balances			)
Cash and cash equivalents, end of period

All values are in US Dollars.

The accompanying notes are an integral part of these interim condensed consolidated financial statements

COLLECTIVE MINING LTD.

Interim Condensed Consolidated Statement of Changes in Equity (unaudited)

(All amounts expressed in U.S. Dollars, unless otherwise indicated)

	Note

Balance January 1, 2025		77,602,208		)
Issuance of shares – Offering March 2025	13	4,741,984
Share issue costs	13	–	)		)
Exercise of warrants	13, 8(b)	2,250,000
Exercise of options	13,15	252,167
Share-based compensation	16(b)	**** –
Net loss for the period		–		)	)
Balance March 31, 2025		84,846,359		)
Balance January 1, 2024		61,234,906		)
Issuance of shares – Offering March 2024	13	4,500,000
Fair value of warrants issued		–	)		)
Share issue costs	13	–	)		)
Exercise of warrants	13	205,000
Exercise of options	13,15	176,550
Share-based compensation	16(b)	–
Net loss for the period		–		)	)
Balance March 31, 2024		66,116,456		)

All values are in US Dollars.

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated FinancialStatements (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”. Additionally, in 2023, the Company was listed on the Frankfurt Stock Exchange (the FSE) under the symbol “GG1”. 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.

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 May 13^th^, 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.

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.

COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated FinancialStatements (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	March 31, 2025	December 31, 2024

Prepaid expenses
Advance to suppliers
Other receivables (a)

All values are in US Dollars.

(a)	Other receivables

Included in other receivables is $72,945 (December 31, 2024 – $79,692) of Harmonized Sales Tax (“HST”) refund receivable in Canada.

5.	PROPERTY, PLANT AND EQUIPMENT

Property, plant and Equipment consist of the following:



Opening net book value, January 1, 2025
Additions
Disposals and write-downs		)	)		)	)
Depreciation (b)	)	)	)	)	)	)
Net book value, March 31, 2025
Balance, March 31, 2025
Cost
Accumulated depreciation	)	)	)	)	)	)
Net book value

All values are in US Dollars.

COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated FinancialStatements (unaudited)

(All amounts expressed in U.S. Dollars, unless otherwise indicated)



Opening net book value, January 1, 2024
Additions
Depreciation (b)	)	)	)	)	)	)
Net book value, December 31, 2024
Balance, December 31, 2024
Cost
Accumulated depreciation	)	)	)	)	)	)
Net book value

All values are in US Dollars.

(a)	Right of use assets

Right of use assets as at March 31, 2025, are comprised of one vehicles lease agreement with an initial term of 3 years, two warehouse leases, each one with an initial term of 3 years, and one office lease with an initial term of 1 year, renewable for additional 1 year terms. The value of additions is determined as the present value of lease payments at the inception of the lease (see Note 9).

(b)	Depreciation

Depreciation expense for the three months ended March, 31 2025 of $195,946 (three months ended March 31, 2024 - $76,969), was recognized within exploration and evaluation expenses and general and administration expenses in the consolidated statement of operations and comprehensive loss (See Note 16(a),(b)).

6.	MINERAL INTERESTS

(a)	Guayabales Project

The Guayabales project is comprised of exploration applications, exploration titles, two option agreements and a number of surface rights agreements. The Guayabales Project is located in the Middle Cauca belt in the Department of Caldas, Colombia.

The Company entered into two option agreements (the “First Guayabales Option” and the “Second Guayabales Option”) with third parties to explore, develop and acquire property within the Guayabales Project.

In October 2023 and May 2024, the Company secured option agreements to purchase surface rights (see Note 18).

Details of the two first option agreements are as follows:

i.	First Guayabales Option

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.

COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated FinancialStatements (unaudited)

(All amounts expressed in U.S. Dollars, unless otherwise indicated)

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% NSR<br>commencing on the first calendar day of each month after 85% of the processing plant capacity has been achieved in exchange for the remaining<br>10% interest;
▪	acquire 0.625% each year to a total of 10% by paying $250,000 semi-annually, commencing at the end of<br>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.
---	---

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:



Phase 1	June 24, 2020 – June 24, 2024
Phase 2	June 24, 2024 – June 24, 2030
Phase 3	To commercial production	^1^

All values are in US Dollars.

1	Based on the assumption that the Company does not elect the<br>NSR option.

The Company has the option to terminate the agreement at any time, upon notification to the optionor. As a result, the Company has not recognized any option payments payable in the future under the agreement in the consolidated statement of financial position.

For the three months ended March 31, 2025, the Company has recognized $3,050,167 (three months ended March 31, 2024 – $1,665,129), including option payments of $nil (three months ended March 31, 2024 –$nil), as exploration and evaluation expense in the consolidated statement of operations and comprehensive loss in respect of the First Guayabales Option.

As at March 31, 2025, and from inception of the agreement, the Company has recognized a total of $31,881,287 as exploration and evaluation expenditures in respect of the minimum expenditures required under the Option agreement and has made total option payments of $2,166,666 required within the agreement.

COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated FinancialStatements (unaudited)

(All amounts expressed in U.S. Dollars, unless otherwise indicated)

ii.	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
Total Phase 2
Total Phase 3

All values are in US Dollars.

The Company has the option to terminate the agreement at any time, upon notification to the optionor.

For the three months ended March 31, 2025, the Company has recognized $250,000 (three months ended March 31, 2024 – $341,981), including option payments of $250,000 (three months ended March 31, 2024 – $250,000), 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 March 31, 2025, and from inception of the agreement, the Company has made total option payments of $1,750,000.

iii.	Surface Rights Agreements

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.

COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated FinancialStatements (unaudited)

(All amounts expressed in U.S. Dollars, unless otherwise indicated)

For the three months ended March 31, 2025, the Company has recognized option payments of $nil (three months ended March 31, 2024 – $nil), as exploration and evaluation expense in the annual consolidated statement of operations.

As at March 31, 2025, and from inception of the agreement, the Company has made total option payments of $1,425,000.

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 concludes on April 23, 2025, one agreement concludes 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 months ended March 31, 2025, the Company has recognized option payments of $25,540 (three months ended March 31, 2024 – $nil), as exploration and evaluation expense in the annual consolidated statement of operations.

As at March 31, 2025, and from inception of the agreement, the Company has made total option payments of $240,190.

(b)	San Antonio Project

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 80 kilometres 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 months ended March 31, 2025, the Company has recognized a total of $678,257 (three months ended March 31, 2024 – $36,609) as exploration and evaluation expense in the consolidated statement of operations and comprehensive loss.

As at March 31, 2025, and from inception of the agreement, the Company has made total option payments of $580,000.

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.

COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated FinancialStatements (unaudited)

(All amounts expressed in U.S. Dollars, unless otherwise indicated)

7.	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.

As at	March 31, 2025	December 31, 2024

Opening balance
VAT related to local purchases and services
Balance, end of period
Current portion
Long-term portion

All values are in US Dollars.

8.	WARRANTS LIABILITY

The following represents warrants denominated in Canadian dollars and classified as derivative financial liabilities:

	Three-month period ended March 31, 2025				Year ended <br>December 31, 2024
	Number of warrants				Number of warrants
Opening balance		2,250,000				1,836,150
Subscription Warrants issued – March 2024 (b)		–				2,250,000
Warrants exercised		(2,250,000	)	)		(1,836,150	)	)
Fair value revaluation of warrants liability (a) (b)		–				–
Balance, end of period		–				2,250,000
Current portion		–				(2,250,000	)	)
Long-term portion		–				–

All values are in US Dollars.

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 October 2022 Offering are 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$0.55 per warrant with the resulting allocation of the total proceeds for the October 2022 Offering being:

	C
Warrants liability – Subscription Warrants
Share capital – Subscription Shares
Total gross proceeds

All values are in US Dollars.

For the three months ended March 31, 2025, the Company recognized $nil (three months ended March 31, 2024 – derivative gain of $572,714) in the consolidated statement of operations and comprehensive loss for the revaluation of the Warrants.

As at December 31, 2024, there were no outstanding Subscription Warrants – October 2022 Offering and the balance of the warrants was $nil. As of 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.

COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated FinancialStatements (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 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 March 2024 Offering are 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
Share capital – Subscription Shares
Total gross proceeds

All values are in US Dollars.

For the three months ended March 31, 2025, the Company recognized a derivative loss of $10,564,474 (three months ended March 31, 2024 – derivative loss of $201,200) 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	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).

COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated FinancialStatements (unaudited)

(All amounts expressed in U.S. Dollars, unless otherwise indicated)

9.	LEASE LIABILITIES

As at

Opening balance
New leases during the period
Termination of lease agreement	)
Lease payments	)	)
Interest accretion expense
Foreign exchange		)
Balance, end of period
Current portion	)	)
Long-term portion

All values are in US Dollars.

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 months ended March 31, 2025, the Company made lease payments of $50,514 (three months ended March 31, 2024 – $46,450) for contracts with terms of 12 months or less and which were recognized as lease expense within exploration and evaluation expenses.

10.	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 President and Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”). The remuneration of members of key management personnel were as follows:

For the three months ended March 31	2025	2024

Management salaries and benefits
Share-based payments

All values are in US Dollars.

In accordance with IAS 24, key management personnel are those having authority and responsibility for planning, directing, and controlling the activities of the Company.

11.	FINANCIAL INSTRUMENTS

Financial Instrument Disclosures

Details of the material 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.

COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated FinancialStatements (unaudited)

(All amounts expressed in U.S. Dollars, unless otherwise indicated)

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 approximate their fair values as at March 31, 2025.

Other financial liabilities as at March 31, 2025 (December 31, 2024 – $3,318,642) were as follows:

As at March 31, 2025	FVTPL	FVOCI	Amortized Cost	Total

Financial liabilities
Warrants liability (level 2)
Lease liabilities (level 2)

All values are in US Dollars.

As at December 31, 2024	FVTPL	FVOCI	Amortized Cost	Total

Financial liabilities
Warrants liability (level 2)
Lease liabilities (level 2)

All values are in US Dollars.

There were no transfers between the fair value hierarchy during the three months ended March 31, 2025.

12.	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.

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 March 31, 2025, the exchange rates were COP:US$4,195.57, based on Banco de la Republica – Colombia, and CAD:US$0.6956, based on Bank of Canada, respectively (March 31, 2024, COP:US$3,842.30 and CAD:US$0.7380, respectively).

COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated FinancialStatements (unaudited)

(All amounts expressed in U.S. Dollars, unless otherwise indicated)

For the three months ended March 31, 2025, the average was COP:US$4,193.17 and CAD:US$0.6968, respectively (three months ended March 31, 2024, COP:US$3,914.97 and CAD:US$0.7415, respectively).

The Company had the following foreign currency balances:

As at March 31, 2025	Foreign<br><br> Currency
Cash and cash equivalents	COP (000’s)	535,775
Cash and cash equivalents	CAD	16,732,621
Receivables and prepaid expenses	COP (000’s)	2,806,012
Long-Term VAT Receivable	COP (000’s)	10,577,439
Receivables and prepaid expenses	CAD	104,865
Accounts payable and accrued liabilities	COP (000’s)	(9,961,234	)	)
Accounts payable and accrued liabilities	CAD	(614,362	)	)
Warrants liability	CAD	–
Lease liability	COP (000’s)	(5,219,311	)	)

All values are in US Dollars.

As at December 31, 2024	Foreign<br><br> Currency	Foreign<br><br> 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

All values are in US Dollars.

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.

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 March 31, 2025, the cash balance was $78,026,206. 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 18 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.

COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated FinancialStatements (unaudited)

(All amounts expressed in U.S. Dollars, unless otherwise indicated)

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<br>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)<br>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)<br>which consisted of the sale of 8,050,000 shares at a price of C$5.00 per share.

As of May 13^th^, 2025, the remaining balance of the base shelf prospectus is C$159,750,000

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 March 31, 2025.

13.	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.

COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated FinancialStatements (unaudited)

(All amounts expressed in U.S. Dollars, unless otherwise indicated)

(b)	Issued

During the three months ended March 31, 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<br>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).<br>Common share issue costs of $172,887 were cash based and were recognized as a reduction in share capital.
ii.	The Company issued 252,167 common shares resulting from the exercise of stock options (See Note 15).
---	---
iii.	The Company issued 2,250,000 common shares resulting from the exercise of warrants (See Note 8(b)).
---	---

2024 Transactions

iv.	On March 4, 2024, the Company issued 4,500,000 common shares upon closing of the March 2024 Offering.<br>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<br>of their fair value within the unit of which $12,732,095 was allocated to Common Shares (See Note 8(b)). Common share issue costs of $702,386<br>were recognized as a reduction in share capital.
v.	The Company issued 176,550 common shares resulting from the exercise of stock options (See Note 15).
---	---
vi.	The Company issued 205,000 common shares resulting from the exercise of warrants.
---	---

14.	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 three months ended March 31	2025			2024
Net loss	$	(16,927,932	)	$	(4,725,236	)
Weighted average number of common shares outstanding		78,709,287			63,415,998
Basic net loss per common share	$	(0.22	)	$	(0.07	)

(b)	Diluted

The Company incurred a net loss for each of the periods of three months ended March 31, 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.

15.	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.

COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated FinancialStatements (unaudited)

(All amounts expressed in U.S. Dollars, unless otherwise indicated)

The continuity of stock options during the period were as follows:

	2025				2024
	Number of<br> stock<br> options			Weighted average exercise price	Number of<br> stock<br> options			Weighted average exercise price
				C				C
Outstanding, beginning of period		4,434,800				4,177,217
Granted		200,000				–
Exercised		(252,167	)			(176,550	)
Forfeited		(50,000	)			–
Outstanding, March 31		4,332,633				4,000,667

All values are in US Dollars.

The following table summarizes information about stock options outstanding and exercisable as at March 31, 2025:

					Options Exercisable
Range of Price (C)		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			1,836,800		2.04
3.01 – 4.00	137,500		1.32			137,500		1.32
4.01 – 7.00	2,358,333		4.23			449,582		3.53
	4,332,633		3.21			2,423,882		2.27

All values are in US Dollars.

Options outstanding as at March 31, 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 March 31, 2025, is $2,092,820. 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 three months ended March 31
Number of options granted	200,000	Nil
Weighted average share price on grant date	C8.32	Nil
Weighted average risk-free interest rate	2.65	Nil
Weighted average dividend yield	Nil	Nil
Weighted average stock price volatility, based on historical volatility for the Company and comparable companies	55.95	Nil
Weighted average period to expiry (years)	3.50	Nil
Weighted average grant date fair value per share	5.81	Nil

All values are in US Dollars.

COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated FinancialStatements (unaudited)

(All amounts expressed in U.S. Dollars, unless otherwise indicated)

16.	EXPENSES BY NATURE

(a)	Exploration and evaluation

Exploration and evaluation expense is made up of the following:

For the three months ended March 31	2025	2024

Drilling services
Assaying
Salaries and benefits
Field costs, surveys and other
Geophysics
Option payments and fees (i)
Transportation and meals
Consulting and professional fees
Security
Depreciation and amortization
Communities

All values are in US Dollars.

i.	Includes total option payments in respect of option agreements for the three months ended March 31, 2025,<br>of $275,540, (three months ended March 31, 2024 – $250,000).

(b)	General and administration

General and administration expense is made up of the following:

For the three months ended March 31	2025	2024

Salaries and benefits
Share-based compensation
Investor relations
Office administration
Regulatory and compliance fees
Travel and entertainment
Consulting and professional fees
Directors’ fees and expenses
Depreciation and amortization

All values are in US Dollars.

(c)	Finance costs

Finance costs are made up of the following:

For the three months ended March 31	2025	2024

Finance issue expense (i)
Interest accretion expense (ii)
Other finance expenses

All values are in US Dollars.

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, representing<br>also the interest portion of lease payments (See Note 9)

COLLECTIVE MINING LTD.

Notes to the Interim Condensed Consolidated FinancialStatements (unaudited)

(All amounts expressed in U.S. Dollars, unless otherwise indicated)

17.	CASH FLOW INFORMATION

Operating Activities

Net changes in working capital items:

For the three months ended March 31

Receivables and prepaid expenses	)	)
Accounts payables and accrued liabilities

All values are in US Dollars.

18.	COMMITMENTS, OPTION AGREEMENTS AND CONTINGENCIES

Commitments

As at March 31, 2025, the Company had the following contractual commitments:

	Total	Less than 1 Year	Years 2 – 5	After 5<br> Years

Lease commitments (a)
Service contracts (b)

All values are in US Dollars.

(a)	Lease commitments represent contractual lease payments payable over future periods.
(b)	Service contracts represent commitments in respect of drilling.
---	---

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 March 31, 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	Years 2 – 5	After 5<br> Years

First Guayabales Option (a), (b)
Second Guayabales Option
San Antonio Option (c)
Other Option agreements (d)

All values are in US Dollars.

(a)	Includes a one-time payment of $8,000,000 in lieu of the NSR.
(b)	Amounts disclosed relate only to option payments of the agreement.<br>In addition, as at March 31, 2025, the Company has recognized a total of $31,881,287 as exploration and evaluation. expenditures in respect<br>of the minimum expenditures required under the First Guayabales Option.
---	---
(c)	Includes a one-time payment of $2,500,00 in lieu of the NSR.
---	---
(d)	Amounts disclosed related to the option agreements to purchase surface rights (see Note 6).
---	---

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.

Exhibit 99.2

MANAGEMENT’SDISCUSSION AND ANALYSIS

of Results ofOperation and Financial Condition

For the threemonths ended March 31, 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 “Corporation”) for the three months ended March 31, 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 months ended March 31, 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 May 13^th^, 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 months ended March 31, 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 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

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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 company 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”. Additionally, in 2023, the Company was listed on the Frankfurt Stock Exchange (the FSE) under the symbol “GG1”. 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

Q1 2025 Business Highlights

▪

On February 6, 2025, the Company announced the appointment of Jasper Bertisen to its Board of Directors.

▪

On March 20, 2025, the Company announced the closing of Agnico Eagle Mines Limited’s (“Agnico Eagle”) investment in the Company pursuant to which Agnico Eagle subscribed for 4,741,984 common shares in the capital of the Company (the “Shares”) at a price of C$11.00 per Share for aggregate consideration of approximately C$52.1 million (the “March 2025 Private Placement”). 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. On closing of the March 2025 Private Placement and following exercise of the Warrants, Agnico Eagle’s ownership interest in the Shares increased to approximately 14.99%.

---

Subsequent to quarter end:

▪	On March 21, 2025, the Company announced the appointment<br>of Ned Jalil as Chief Executive Officer.

Q1 2025 Exploration Highlights

Guayabales Project

▪	During the quarter, the Company continued drilling the Guayabales<br>project and announced assay results for the Ramp zone and subzones.

Subsequent to quarter end:

▪	The Company announced an expanded drilling program following<br>the closing of its C$63.4 million financing which will include up to ten rigs.

2 | Page

San Antonio Project

▪	During the quarter, the Company re-commenced drilling at<br>the San Antonio Project.

Q1 2025 Operating and Financial Results

▪	Results for the three months ended March 31, 2025 was a net<br>loss of $16.9 million ($0.22 per share).
▪	Exploration expense for the three months ended March 31,<br>2025 was $4.9 million, including $4.2 million relating to the Guayabales Project and $0.7 million relating to the San Antonio Project.
---	---
▪	Revaluation of warrants liability for the three months ended<br>March 31, 2025, was a loss of $10.6 million.
---	---
▪	Operating cash outflow for the three months ended March 31,<br>2025 was $5.4 million.
---	---
▪	Net financing cash inflow for the three months ended March<br>31, 2025 was $44.4 million.
---	---
▪	A total of $44.7 million was raised through the March 2025<br>Private Placement, option and warrants exercises for the three months ended March 31, 2025.
---	---
▪	Cash and cash equivalents at March 31, 2025 was $78 million<br>(December 31, 2024 – $38.9 million)
---	---

BUSINESS TRANSACTIONS

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 “October2024 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 Company 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.

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2023 Bought Deal Offering (the “March2023 Offering”)

On March 22, 2023, the Company closed the March 2023 Offering for a total of C$30 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 “October2022 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.

EXPLORATION SUMMARY

The following is a summary of exploration expenditures incurred for the three months ended March 31, 2025 and 2024:

	2025			2024
For the three months ended March 31	San Antonio	Guayabales	Total	Total

Drilling services
Salaries and benefits
Option payments and fees
Assaying
Field costs, surveys and other
Transportation and meals
Consulting, professional fees and technical assistance
Community expenses
Security
Geophysics
Depreciation and amortization

All values are in US Dollars.

Guayabales Project

The Guayabales Project consists of exploration titles, exploration applications and two 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 entered into two option agreements (the “First Guayabales Option” and the “Second Guayabales Option”) with third parties to explore, develop and acquire exploration property within the Guayabales Project. In October 2023 and May 2024, the Company secured option agreements to purchase surface rights.

Exploration activities:

During the period, the Company continued to expand the Apollo system with drilling focusing on the expansion drilling at depth. In addition, the Company continued to drill new targets at the Guayabales Project including the Ramp Zone, the Trap, Plutus and Box targets

For the three months ended March 31, 2025, the Corporation recognized a total of $4.2 million (three months ended March 31, 2024 – $3.8 million) as exploration and evaluation expense in the consolidated statement of operations and comprehensive loss in respect of the Guayabales Project, including option payments of $0.25 million (three months ended March 31, 2024 – $0.25 million).

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Option agreements:

Details of the two first option agreements are as follows:

First Guayabales Option

On June 24, 2020, the Company entered into the First Guayabales Option to acquire 100 percent of the property 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 has 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 property within the First Guayabales Option, the Company has the following options:

▪	provide notice that the Company has elected to pay a 1% NSR<br>monthly, commencing on the first calendar day of the month after 85% of the processing plant capacity has been achieved, in exchange<br>for the remaining 10% interest;
▪	acquire 0.625% each year to a total of 10% by paying $0.25<br>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 property under the First Guayabales Option:

		Option Payments	Exploration Expenditures	Total

Total Phase 1	June 24, 2020 – June 24, 2024
Total Phase 2	June 24, 2024 – June 24, 2030
Total Phase 3	To commercial production

All values are in US Dollars.

1	Based on the assumption that the Company does not elect to pay<br>the NSR.

The Company may terminate the agreement at any time, upon notification to the optionor.

For the three months ended March 31, 2025, the Corporation recognized a total of $3.1 million (three months ended March 31, 2024 – $1.7 million) as exploration and evaluation expense in the consolidated statement of operations in respect of the First Guayabales Option, including option payments of $nil million (three months ended March 31, 2024 – $nil million).

As at March 31, 2025, and from inception of the agreement, the Company has completed and recognized a total of $31.9 million as exploration and evaluation expenditures in respect of the minimum expenditures required under the Option agreement and has made total option payments of $2.2 million required within the agreement.

5 | Page

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:

Phase 2:

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.

Summary:

The following is a summary of the option payments to acquire the property under the Second Guayabales Option:


Total Phase 1
Total Phase 2
Total Phase 3

All values are in US Dollars.

The Company may terminate the agreement at any time, upon notification to the optionor.

For the three months ended March 31, 2025, the Corporation recognized a total of $0.25 million (three months ended March 31, 2024 – $0.34 million) as exploration and evaluation expense in the consolidated statement of operations in respect of Phase I of the Second Guayabales Option, including option payments of $0.25 million (three months ended March 31, 2024 – $0.25 million).

As at March 31, 2025, and from inception of the agreement, the Company has made total option payments of $1.75 million.

Surface Rights Agreements

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 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 months ended March 31, 2025, the Company has recognized option payments of $nil million (three months ended March 31, 2024 – $nil million), as exploration and evaluation expense in the consolidated statement of operations.

As at March 31, 2025, and from inception of the agreement, the Company has made total option payments of $1.4 million.

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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 over a period ranging from 1 to 3 years for total payments over the term of the agreements of $0.3 million. One agreement expires on April 25, 2025, one expires on August 23, 2025, and the other one expires on September 23, 2027.

The Company has the option to terminate the agreement at any time, upon notification to the optionor.

For the three months ended March 31, 2025, the Company has recognized option payments of $0.03 million (three months ended March 31, 2024 – $nil million), as exploration and evaluation expense in the consolidated statement of operations.

As at March 31, 2025, and from inception of the agreement, the Company has made total option payments of $0.24 million.

San Antonio Project

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 property 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
July 9, 2021
July 9, 2022
July 9, 2023
July 9, 2024
July 9, 2025
July 9, 2026
July 9, 2027

Upon reaching commercial production

All values are in US Dollars.

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.

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 2024, the Company conducted reconnaissance field work to further delineate targets for follow up drilling.

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For the three months ended March 31, 2025, the Company announced the re-commencement of drilling at the San Antonio project. The corporation recognized a total of $0.7 million (three months ended March 31, 2024 – $0.04 million) as exploration and evaluation expense in the consolidated statement of operations and comprehensive loss in respect of the San Antonio Project.

As at March 31, 2025, and from inception of the agreement, the Company has made total option payments of $0.58 million.

SELECTED CONSOLIDATED FINANCIAL INFORMATION

The Company’s presentation and functional currency are U.S. dollars.

As at	March 31, 2025	December 31, 2024

Consolidated Financial Position
Cash and cash equivalents
Total assets
Non-current liabilities
Working capital^1^
Equity

All values are in US Dollars.

1	Working capital is a non-GAAP measure and represent current<br>assets less current liabilities, excluding warrants liability.
	Three months ended March 31
---	---	---	---	---
	2025		2024

Consolidated Operating Results
Exploration and evaluation expenses		)		)
Gain (loss) on revaluation of warrants liability		)
Net loss and comprehensive loss		)		)
Basic and diluted loss per common share		)		)
Consolidated Cash Flow
Operating cash outflow		)		)
Financing cash inflow
Net cash inflow (outflow), including foreign exchange effect on cash balances

All values are in US Dollars.

OVERVIEW OF CONSOLIDATED FINANCIAL RESULTS

The Company’s results for the three months ended March 31, 2025 was a net loss of $16.9 million ($0.22 per share) (March 31, 2024 – $4.7 million ($0.07 per share)). The results included:

▪	Exploration expenditures for the three months ended March 31, 2025 was $4.9 million (three months ended<br>March 31, 2024 – $3.8 million), including option payments totalling $0.28 million (three months ended March 31, 2024 – $0.25<br>million).
▪	General and administrative expense for the three months ended March 31, 2025 was $1.9 million (three months<br>ended March 31, 2024 – $1.2 million), including:
---	---
o	Compensation costs related to share-based payments for the three months ended March 31, 2025 of $0.35<br>million (three months ended March 31, 2024 – $0.36 million).
---	---
o	Share-based payments include 200,000 options granted during the three months ended March 31, 2025 (three<br>months ended March 31, 2024 – nil) with average share price on grant date of C$8.32 per share (three months ended March 31, 2024<br>– C$nil per share).
---	---

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SUMMARY OF CONSOLIDATED QUARTERLY RESULTS

The following table sets forth selected consolidated financial information, prepared in accordance with IFRS Accounting Standards, for each of the Company’s eight most recently completed quarters.



Net income (loss)	)	)	)	)	)	)	)	)
Basic and diluted income (loss) per share	)	)	)	)	)	)	)	)

All values are in US Dollars.

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.

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.

As at March 31, 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 March 31, 2025, the Corporation’s cash and working capital position (current assets less current liabilities, excluding warrants liability (“Working Capital”)) was $78 million and $75.4 million, respectively (December 31, 2024 – $38.9 million and $37.3 million, respectively). The Corporation 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 months ended March 31, 2025 and 2024:

	Three months ended March 31
	2025		2024

Operating activities		)		)
Financing activities
Investing activities		)		)

Foreign exchange on cash				)
Net change in cash balance

All values are in US Dollars.

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Operating Activities

Operating cash outflow for the three months ended March 31, 2025 was $5.4 million, compared to the $4 million for the three months ended March 31, 2024. The change is mainly due to the increase of exploration activities incurred in 2025.

Financing Activities

Net cash inflow from financing activities for the three months ended March 31, 2025 was $44.4 million, compared to the net cash inflow of $13.8 million, for the three months ended March 31, 2024. The variance is due to the closing of the March 2025 Private Placement and cash proceeds from the exercise of warrants and options.

Investing Activities

Cash outflow for investing activities for the three months ended March 31, 2025 was $0.03 million, compared to $0.03 million for the three months ended March 31, 2024 and relate to the acquisition of fixed assets.

EQUITY AND WARRANTS

Fully Diluted Shares

As at
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

Share Capital

As at March 31, 2025, a total of 4,741,984 shares were issued as a result of the closing of the March 2025 Private Placement, 252,167 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 months ended March 31, 2025, the Company recognized a derivative loss of $10.6 million (three months ended March 31, 2024 – $0.4 million of derivative gain), 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).

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Options

As at March 31, 2025, 4,332,633 (December 31, 2024 – 4,434,800) stock options were outstanding at an average exercise price of C$4.33 (December 31, 2024 – C$4.07), of which 2,423,882 (December 31, 2024 – 2,676,049) were exercisable. The exercise in full of the outstanding stock options as at March 31, 2025 would raise a total of approximately C$18.8 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 May 13^th^, 2025, the Company had 84,847,359 Common Shares, and a total of 5,031,633 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.

CONTRACTUAL OBLIGATIONS, COMMITMENTS AND OPTION AGREEMENTS

Contractual Obligations and Commitments

As at March 31, 2025, the Company had the following contractual commitments and obligations:

	Total	Less than <br>1 Year	2 – 5 Years	After 5 Years

Other lease commitments^1^
Service contracts ^2^

All values are in US Dollars.

1.	Represents contractual lease payments payable over future periods.
2.	Represents drilling contracts.
---	---

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 March 31, 2025, the timing of expenditures, including option payments, under the Company’s option agreements are as follows:

	Total	Less than <br>1 Year	2 – 3 Years	4 – 5 Years	Greater than<br> 5 Years

First Guayabales Option^1^
Second Guayabales Option
San Antonio Option ^2^
Other Option agreements^3^

All values are in US Dollars.

1.	Includes a one-time payment of $8,000,000 in lieu of the NSR.
2.	Includes a one-time payment of $2,500,000 in lieu of the NSR.
---	---
3.	Amount disclosed related to the option agreements to purchase<br>surface rights.
---	---

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RELATED PARTY TRANSACTIONS

As at March 31, 2025 and December 31, 2024, there were no related party balances.

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.

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 three months ended March 31, 2025 was between $2,633 and $3,115 per ounce, for an average price in 2025 of $2,860 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.

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As at March 31, 2025, the Company held $78 million in cash, of which $66.3 million was in U.S. dollars, $11.6 million was in Canadian dollars, and $0.1 million was in Colombian pesos. Purchases of additional Colombian pesos will be required to meet the Company’s obligations in local jurisdictions.

As of May 13^th^, 2025, the Company held approximately $74.7 million in cash and cash equivalents, of which $66.2 million was in U.S. dollars, the equivalent of $2.1 million was in Colombian pesos, and the equivalent of $6.4 million was in Canadian dollars, representing approximately 89%, 3%, and 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.

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.

IFRS 18 – Presentation and Disclosurein 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 – Certificationof 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.

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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 December 31, 2024, 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 March 31, 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.

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. Omar Ossma, the President and Chief Executive Officer 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.

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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 together with Ms. García Botero and Mrs. Orozco Gómez, 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.

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 of 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.

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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.

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 inCompany 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.

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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 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.

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”.

17 | Page

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. 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.

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, misjudgments 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.

Material Forward-Looking Information

The Consolidated Financial Statements of the Company for the three months ended March 31, 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.

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CORPORATE INFORMATION

CorporateOffice

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

19 | Page

Exhibit 99.3

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<br>Collective Mining Ltd. (the “issuer”) for the interim period ended March 31, 2025.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim<br>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<br>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<br>filings.
---	---
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial<br>report together with the other financial information included in the interim filings fairly present in all material respects the financial<br>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<br>and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are<br>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<br>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<br>that
---	---
(i)	material information relating to the issuer is made known to us by others, particularly during the period<br>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<br>filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified<br>in securities legislation; and
---	---
(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding<br>the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s<br>GAAP.
---	---
5.1	Control framework: The control framework the issuer’s other certifying officer(s) and I used<br>to design the issuer’s ICFR is Internal Control – Integrated Framework (2013) published by the Committee of Sponsoring Organizations<br>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<br>ICFR that occurred during the period beginning on January 1, 2025 and ended on March 31, 2025 that has materially affected,<br>or is reasonably likely to materially affect, the issuer’s ICFR.
---	---
Date: May 13, 2025
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/s/ Muhanad ‘Ned’ Abdel Jalil
Muhanad ‘Ned’ Abdel Jalil
Chief Executive Officer

Exhibit 99.4

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Paul P. Begin, Chief Financial Officer of Collective MiningLtd., certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of<br>Collective Mining Ltd. (the “issuer”) for the interim period ended March 31, 2025.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim<br>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<br>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<br>filings.
---	---
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial<br>report together with the other financial information included in the interim filings fairly present in all material respects the financial<br>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<br>and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are<br>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)<br>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<br>that
---	---
(i)	material information relating to the issuer is made known to us by others, particularly during the period<br>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<br>filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified<br>in securities legislation; and
---	---
(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding<br>the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s<br>GAAP.
---	---
5.1	Control framework: The control framework the issuer’s other certifying officer(s) and I used<br>to design the issuer’s ICFR is Internal Control – Integrated Framework (2013) published by the Committee of Sponsoring Organizations<br>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<br>ICFR that occurred during the period beginning on January 1, 2025 and ended on March 31, 2025 that has materially affected,<br>or is reasonably likely to materially affect, the issuer’s ICFR.
---	---
Date: May<br> 13, 2025
---
/s/ Paul P. Begin
Paul P. Begin
Chief Financial Officer