10-K/A - MUX - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 3)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31 , 2023 ****

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number 001-33190

MCEWEN MINING INC.

(Exact name of registrant as specified in its charter)


Colorado	****	84-0796160
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
150 King Street West , Suite 2800 , Toronto , Ontario ** Canada**<br>(Address of principal executive offices)		M5H 1J9<br>(Zip Code)

( 866 ) 441-0690

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Common Stock, no par value		MUX		NYSE
Title of each class		Trading Symbol(s)		Name of each exchange on which registered

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and emerging growth company in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐	Accelerated filer ☒
Non-accelerated filer ☐	Smaller reporting company ☐
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262 (b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of June 30, 2023 (the last business day of the registrant’s second fiscal quarter), the aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates of the registrant was $341,313,881 based on the closing price of $7.19 per share as reported on the NYSE. There were 49,440,096 shares of common stock outstanding on March 15, 2024.

DOCUMENTS INCORPORATED BY REFERENCE: Portions of the registrant’s Proxy Statement for the 2024 Annual Meeting of Shareholders are incorporated into Part III, Items 10 through 14 of this report.

Auditor Name: Ernst & Young LLP Auditor Location: Toronto, Canada Auditor Firm ID: 1263

EXPLANATORY NOTE

McEwen Mining Inc. (the “Company”) is filing this Amendment No. 3 on Form 10-K/A (this “Amendment”) to its Annual Report on Form 10-K for the year ended December 31, 2023 filed with the U.S. Securities and Exchange Commission (“SEC”) on March 15, 2024 (the “Original Filing”) to amend Item 15 of Part IV of the Original Filing, pursuant to Rule 3-09 of Regulation S-X, to include the financial statements and related notes of Minera Santa Cruz S.A (“MSC”), a significant equity investee in which the Company holds a 49% equity ownership interest. In addition, the Company is filing the consent of the independent auditors of MSC and, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s Chief Executive Officer and Chief Financial Officer.

Rule 3-09 of Regulation S-X provides that if a 50%-or-less-owned person accounted for by the equity method meets the first or third condition of the significant subsidiary tests set forth in Rule 1-02(w) of Regulation S-X, substituting 20% for 10%, separate financial statements for such 50%-or-less-owned person shall be filed. These financial statements shall be prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) or International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). MSC met the significant subsidiary test described above for the Company’s fiscal years ending December 31, 2023, 2022 and 2021 and accordingly, the Company has included in this Amendment the required Statements of Financial Position as of December 31, 2023 and 2022, and the related Statements of Profit (Loss) and Other Comprehensive Profit (Loss), Statements of Changes in Equity, and Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021, and the accompanying Notes to the Financial Statements of MSC, prepared in accordance with IFRS. We caution readers that the MSC financial results included in our Annual Report on Form 10-K are presented in accordance with US GAAP and may therefore differ from the MSC results presented as separate financial statements reported under IFRS.

No attempt has been made in this Amendment to modify or update the disclosures in the Original Filing except as required to reflect the effect of the revisions discussed herein. Except as otherwise noted herein, this Amendment continues to describe conditions as of the date of the Original Filing and the disclosures contained herein have not been updated to reflect events, results or developments that occurred after the date of the Original Filing, or to modify or update those disclosures affected by subsequent events. Among other things, forward-looking statements made in the Original Filing and Prior Amendment have not been revised to reflect events, results or developments that occurred or facts that became known to us after the date of the Original Filing, and such forward-looking statements should be read in conjunction with our filings with the SEC subsequent to the filing of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company’s other filings with the SEC subsequent to March 15, 2024. Furthermore, readers are cautioned to review the reliability of information disclosure, contained in our Annual Report on Form 10-K, pertaining to the disclosure of MSC results.

PART IV

ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The exhibits listed in the accompanying exhibit index are filed (except where otherwise indicated) as part of this report:


3.1.1		Second Amended and Restated Articles of Incorporation of the Company as filed with the Colorado Secretary of State on January 20, 2012 (incorporated by reference from the Current Report on Form 8-K filed with the SEC on January 24, 2012, Exhibit 3.1, File No. 001-33190).
3.1.2		Articles of Amendment to the Second Amended and Restated Articles of Incorporation of the Company as filed with the Colorado Secretary of State on January 24, 2012 (incorporated by reference from the Current Report on Form 8 K filed with the SEC on January 24, 2012, Exhibit 3.2, File No. 001-33190).
3.1.3		Articles of Amendment to the Second Amended and Restated Articles of Incorporation (incorporated by reference from the Current Report on the Form 8-K filed with the SEC on June 30, 2021, Exhibit 3.1, File No. 001-33190).
3.1.4		Articles of Amendment to the Second Amended and Restated Articles of Incorporation as filed with the Colorado Secretary of State on July 25, 2022 (incorporated by reference from the Current Report on the Form 8-K filed with the SEC on July 28, 2022, Exhibit 3.1, File No. 001-33190).
3.1.5		Articles of Amendment to the Second Amended and Restated Articles of Incorporation as filed with the Colorado Secretary of State on June 30, 2023 (incorporated by reference from the Current Report on the Form 8-K filed with the SEC on July 03, 2023, Exhibit 3.1, File No. 001-33190).
3.2		Amended and Restated Bylaws of the Company (incorporated by reference from the Current Report on Form 8-K filed with the SEC on March 12, 2012, Exhibit 3.2, File No. 001-33190).
4.1		Description of Capital Stock of the Company (incorporated by reference from the Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on March 16, 2020, Exhibit 4.1, File No. 001-33190).
4.2		Form of Warrant to Purchase Common Stock issued by the Company in connection with November 2019 financing (incorporated by reference from the Current Report on Form 8-K filed with the SEC on November 22, 2019, Exhibit 4.1, File No. 001-33190).
10.1		Agreement and plan of merger among McEwen Mining Inc., Lookout Merger Sub Inc. and Timberline Resources Corporation on April 16, 2024 (incorporated by reference from the Current Report on Form 8-K filed with the SEC on April 18, 2024, Exhibit 2.1, File No. 001-33190).
10.2		Voting and Support Agreement between McEwen Mining Inc and Timberline Resources Corporation (incorporated by reference from the Current Report on Form 8-K filed with the SEC on April 18, 2024, Exhibit 99.1, File No. 001-33190).
10.3		Grid Promissory Note between McEwen Mining Inc and Timberline Resources Corporation on April 16, 2024 (incorporated by reference from the Current Report on Form 8-K filed with the SEC on April 18, 2024, Exhibit 99.2, File No. 001-33190).
10.4		Canadian Exploration Expense Subscription and Renunciation Agreement (incorporated by reference from the Current Report on Form 8-K filed with the SEC on June 14, 2024, Exhibit 10.1, File No. 001-33190).
10.5		Canadian Development Expense Subscription and Renunciation Agreement (incorporated by reference from the Current Report on Form 8-K filed with the SEC on June 14, 2024, Exhibit 10.2, File No. 001-33190).
21*		List of subsidiaries of the Company (incorporated by reference from the Annual Report Form 10-K filed with the SEC on March 15, 2024, Exhibit 21, File No. 001-33190)
23.1*		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm (incorporated by reference from the Annual Report Form 10-K filed with the SEC on March 15, 2024, Exhibit 23.1, File No. 001-33190).
23.19+		Consent of Independent Auditorsmux-20231231xex32.htm
31.1+		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Robert R. McEwen, principal executive officer.
31.2+		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Perry Ing, interim chief financial officer.
32+		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Robert R. McEwen and Perry Ing.
95*		Mine safety disclosure (incorporated by reference from the Annual Report on Form 10-K filed with the SEC on March 15, 2024, Exhibit 95, File No. 001-33190).
99.1+		MSC financial statements as at and for the year ended December 31, 2023
101.SCH		Inline XRBL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).
*	Previously filed with or incorporated by reference in the original filing filed on March 15, 2024.
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+	Filed or furnished with this report.
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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Company caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized.



MCEWEN MINING INC.


	By:	/s/ Perry Y. Ing
Dated: June 28, 2024		Perry Y. Ing, Interim Chief Financial Officer<br><br>(Principal Financial Officer and Principal Accounting Officer)

Exhibit 23.19

Consent of Independent Auditors

We consent to the incorporation by reference in the following Registration Statements:

(1)	Registration Statements on Form S-3 (Nos. 333-234612 and 333-275324) of McEwen Mining Inc.,
(2)	Registration Statement on Form S-4 (No. 333-226858) of McEwen Mining Inc., and
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(3)	Registration Statements on Form S-8 (Nos. 333-144563, 333-144569, 333-112269, 333-179143, 333-179144, 333-204693, 333-222609 and 333-275325) of McEwen Mining Inc.
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of our report dated June 28, 2024, with respect to the financial statements of Minera Santa Cruz S.A. included in Amendment No.3 to the Annual Report (Form 10-K/A) of McEwen Mining Inc. for the year ended December 31, 2023.

City of Buenos Aires, Argentina June 28, 2024

/s/ PISTRELLI, HENRY MARTIN Y ASOCIADOS S.R.L.
Pistrelli,	Henry Martin y Asociados S.R.L.
Member of Ernst & Young Global Limited

Exhibit 31.1

CERTIFICATE

Pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002

I, ROBERT R. MCEWEN, certify that:

1.	I have reviewed this Amendment to Annual Report on Form 10-K/A (Amendment No. 3) of McEwen Mining Inc.;
2.	Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;
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3.	Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Report;
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4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;
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b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and
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d.	Disclosed in this Report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Dated: June 28, 2024
	/s/ Robert R. McEwen
	Robert R. McEwen, Chairman of the Board of Directors and<br>Chief Executive Officer

Exhibit 31.2

CERTIFICATE

Pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002

I, PERRY Y. ING, certify that:

1.	I have reviewed this Amendment to Annual Report on Form 10-K/A (Amendment No. 3) of McEwen Mining Inc.;
2.	Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;
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3.	Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Report;
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4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;
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b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and
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d.	Disclosed in this Report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Dated: June 28, 2024
	/s/ Perry Y. Ing
	Perry Y. Ing, Interim Chief Financial Officer<br><br>(Principal Financial Officer and Principal Accounting Officer)

Form 10-K Control copy 2-29-08 (00342381.DOC;2)

Exhibit 32

CERTIFICATION

Pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002

In connection with the Amendment to Annual Report on Form 10-K/A (Amendment No.3) of McEwen Mining Inc., a Colorado corporation (the “Company”) for the year ended December 31, 2023 as filed with the Securities and Exchange Commission (the “Report”), each of the undersigned officers of the Company does hereby certify pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that to the best of our knowledge:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Dated: June 28, 2024


	MCEWEN MINING INC.


	By:	/s/ Robert R. McEwen
		Robert R. McEwen, Chairman of the Board of Directors<br>and Chief Executive Officer


	By:	/s/ Perry Y. Ing
		Perry Y. Ing, Interim Chief Financial Officer<br><br>(Principal Financial Officer and Principal Accounting Officer)

Form 10-K Control copy 2-29-08 (00342381.DOC;2)

Exhibit 99.1

Report of Independent Auditors

To the Board of Directors of Minera Santa Cruz S.A.:

Opinion

We have audited the financial statements of Minera Santa Cruz S.A. (the Company) which comprise the statements of financial position as of December 31, 2023 and 2022, and the related statements of profit (loss) and other comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (“GAAS”). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with GAAS, we:

• Exercise professional judgment and maintain professional skepticism throughout the audit.

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

• Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

• Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters identified during the audit.

/S/ PISTRELLI, HENRY MARTIN Y ASOCIADOS S.R.L

Member of Ernst & Young Global Limited

City of Buenos Aires, Argentina

June 28, 2024

Minera Santa Cruz S.A.

Statements of Profit (Loss) and Other Comprehensive Income

For the years ended December 31, 2023, 2022 and 2021

<br><br>
	Notes	2023 US000	2022 US000	2021<br> US$000
Revenue	3	242,461	243,469	258,971
Cost of sales	4	(198,575)	(198,753)	(192,163)
Gross profit		43,886	44,716	66,808
Administrative expenses	5	(5,665)	(6,252)	(6,400)
Exploration expenses	6	(9,346)	(8,946)	(10,602)
Selling expenses	7	(13,867)	(12,616)	(14,195)
Other income	9	21,338	265	438
Other expenses	9	(6,238)	(10,121)	(14,281)
Impairment of non-financial assets	31	(16,949)	-	-
Profit before net finance income (costs), foreign exchange loss and income tax		13,159	7,046	21,768
Finance income	10	3,260	1,277	1,997
Finance costs	10	(8,113)	(11,012)	(19,581)
Foreign exchange loss, net		(16,161)	(1,007)	(2,506)
(Loss) profit before income tax		(7,855)	(3,696)	1,678
Current and deferred income tax (expense) benefit	22	(4,394)	4,787	(10,323)
Net (loss) profit for the year		(12,249)	1,091	(8,645)
Other comprehensive income		-	-	-
Net (loss) profit and comprehensive income for the year		(12,249)	1,091	(8,645)

All values are in US Dollars.

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

Minera Santa Cruz S.A.

Statements of financial position

As at December 31, 2023 and 2022


	Notes	As at 31 December2023US000	As at<br> 31 December<br><br>2022<br>US$000
ASSETS
Non-current assets		136,315	162,701
Property, plant and equipment	11	129,803	151,002
Evaluation and exploration assets	12	3,277	4,393
Intangible assets	13	2,772	3,772
Trade and other receivables	14	463	3,534

Current assets		99,238	96,963
Inventories	15	39,098	34,910
Trade and other receivables	14	35,695	46,580
Other financial assets	16	2,264	-
Cash and cash equivalents	16	22,181	15,473
<br><br><br><br>
Total assets		235,553	259,664
EQUITY AND LIABILITIES
Capital and reserves		118,244	131,157
Equity share capital	21	110,132	110,132
Other reserves		138,487	146,544
Retained earnings		(130,375)	(125,519)

Non-current liabilities		72,527	67,922
Trade and other payables	17	2,329	856
Provisions	20	32,269	33,480
Deferred income tax liabilities	22	37,929	33,586

Current liabilities		44,782	60,585
Trade and other payables	17	38,805	43,717
Borrowings	19	5,977	16,662
Provisions	20	-	206
Total liabilities		117,309	128,507
Total equity and liabilities		235,553	259,664

All values are in US Dollars.

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

Minera Santa Cruz S.A.

Statements of cash flows

For the years ended December 31, 2023, 2022 and 2021

		Year ended December 31,
	Notes	2023 US000	2022 US000	2021<br>US$000
Cash flows from operating activities
(Loss)/Profit before tax		(7,855)	(3,696)	1,678
Non-cash adjustment to reconcile profit for the year to net cash flows
Depreciation of property, plant and equipment	11	52,087	50,022	50,841
Amortization of intangible assets	13	570	703	826
Impairment of non-financial assets	11,12,13	16,949	-	-
Disposal of property, plant and equipment	11	2	-	354
Other non-cash adjustments		11,557	3,389	2,938
Impact of change of estimated discount rate for Value Added Tax (“VAT”) and other receivables	10	1,660	780	632
Working capital adjustments
Decrease/(Increase) in trade and other receivables		12,296	(9,676)	(4,528)
(Increase) in inventories		(4,188)	(11,088)	(2,638)
(Decrease)/Increase in trade payables		(2,719)	(5,052)	16,551
(Decrease)/Increase in other payables		(1,417)	4,740	658
Income tax paid		-	(602)	(2,153)
Net cash flows generated from operating activities		78,942	29,520	65,159
Investing activities
Purchase of property, plant and equipment, evaluation and exploration and intangible assets	11,12,13	(46,293)	(52,833)	(43,667)
Purchase of (proceeds from) financial assets at fair value through profit and loss	16	(2,264)	-	2,382
Net cash flows used in investing activities		(48,557)	(52,833)	(41,285)
Financing activities
Proceeds from borrowings	19	17,506	28,911	2,804
Repayment of borrowings	19	(27,073)	(9,531)	(10,958)
Interest paid	19	(1,398)	(2,723)	(2,474)
Payment of lease liabilities	18	(857)	-	-
Dividends paid	23	(648)	(580)	(20,065)
Net cash flows generated from (used in) financing activities		(12,470)	16,077	(30,693)
Net increase (decrease) in cash and cash equivalents during the year		17,915	(7,236)	(6,819)
Exchange difference		(11,207)	(3,233)	(2,753)
Cash and cash equivalents at beginning of year		15,473	25,942	35,514
Cash and cash equivalents at end of year	16	22,181	15,473	25,942

All values are in US Dollars.

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

Minera Santa Cruz S.A.

Statement of changes in equity

For the years ended December 31, 2023, 2022 and 2021

	Notes	Equity share capital US000	Legal reserve US000	Other reserves US000	Currency translation adjustment US000	Totalother reserves US000	Retained earnings US000	Total<br>equity<br>US$000
Balance at 1 January 2021		110,132	14,262	153,559	2,685	170,506	(121,279)	159,359
Dividends	23	-	-	(20,065)		(20,065)		(20,065)
Legal reserve		-	408	-		408	(408)
Other reserves ^(*)^		-	-	7,754		7,754	(7,754)
Loss for the year		-	-	-			(8,645)	(8,645)
Balance at 31 December 2021		110,132	14,670	141,248	2,685	158,603	(138,086)	130,649
Dividends	23	-	-	(583)		(583)		(583)
Other reserves ^(*)^		-	-	(11,476)		(11,476)	11,476
Profit for the year		-	-	-			1,091	1,091
Balance at 31 December 2022		110,132	14,670	129,189	2,685	146,544	(125,519)	131,157
Dividends	23	-	-	(664)	-	(664)	-	(664)
Other reserves ^(*)^		-	-	(7,393)	-	(7,393)	7,393	-
Loss for the year		-	-	-	-	-	(12,249)	(12,249)
Balance at 31 December 2023		110,132	14,670	121,132	2,685	138,487	(130,375)	118,244

All values are in US Dollars.

(*) In accordance with Shareholders meeting as of May 21, 2021, May 9, 2022 and , May 9, 2023 based on statutory financial statements.

The accompanying notes are an integral part of these financial statements

Minera Santa Cruz S.A.

Notes to the financial statements

For the years ended December 31, 2023, 2022 and 2021

1. Company information

Minera Santa Cruz S.A. (the “Company” or “MSC”) was incorporated in 2001. The Company is a limited company incorporated and domiciled in San Martin 875, 2^nd^ Floor, Office B, Comodoro Rivadavia, Chubut, Argentina.

The Company’s principal business is the mining, processing and sale of silver and gold in one operating mine (San Jose) located in Argentina. Information on the parent is presented in Note 24.

For management purposes, the Company is organized into one business unit; therefore, there is only one reporting segment according to IFRS 8, ‘Operating Segments’.

The financial statements of Minera Santa Cruz S.A. for the years ended December 31, 2023, 2022 and 2021 were authorized for issue in accordance with a resolution of the directors on June 28, 2024.

2. Basis of preparation and significant accounting policies

2.A Basis of preparation

2.A.1 Overview

The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

The basis of preparation and accounting policies used in preparing the financial statements for the years ended December 31, 2023, 2022 and 2021 are set out below. The financial statements have been prepared on a historical cost basis, except for the valuation of certain financial instruments that are measured at fair value at the end of each reporting period, as explained below.

The financial statements are presented in US dollars and all values are rounded to the nearest thousand (US$ thousand), except where otherwise indicated.

The Company has prepared the financial statements on the basis that it will continue to operate as a going concern.

For the purposes of comparative presentation, the Company made certain reclassifications to the statements of cash flows of previous years to present them on a uniform basis.

2.A.2 Foreign currencies

The Company’s financial information is presented in US dollars, which is the Company’s functional currency. The functional currency for the Company is determined by the currency of the primary economic environment in which it operates.

Transactions denominated in currencies other than the functional currency of the entity are recorded in the functional currency using the exchange rate prevailing at the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are remeasured at the exchange rate prevailing at the statement of financial position date. Exchange gains and losses on settlement of foreign currency transactions which are translated at the rate prevailing at the date of the transactions, or on the translation of monetary assets and liabilities which are translated at period-end exchange rates, are recorded in the Statements of profit (loss) and other comprehensive income.

Non-monetary assets and liabilities denominated in foreign currencies that are stated at historical cost are translated to the functional currency at the foreign exchange rate prevailing at the date of the transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the years ended December 31, 2023, 2022 and 2021

2.B Significant accounting judgments, estimates and assumptions

The preparation of the Company´s financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Estimates and assumptions are continually evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods. The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on information available at the time of financial statements preparations. These assumptions may change in the future due to market changes or circumstances arising beyond the control of the Company and the impact on the financial statements could be material.

Significant areas of estimation uncertainty and critical judgments made by management in preparing the financial statements include:

Significant estimates:

●	Ore reserves and mineral resources – Note 2.E (g)

There are numerous uncertainties inherent in estimating ore reserves and mineral resources. Assumptions that are valid at the time of estimation may change significantly when new information becomes available. Changes in the forecast prices of commodities, exchange rates, production costs or recovery rates may change the economic status of reserves and resources and may, ultimately, result in changes to reserves and resources. This estimate is important for (i) the depreciation and amortization of property, plant and equipment (“PP&E”) and intangibles, (ii) the recoverable value of mining assets and (iii) mine closure.

●	Recoverable values of mining assets – Notes 2.E (e), (f), (h) and Notes 11, 12 and 13

The company assesses, at each reporting date, whether there is an indication that an asset or cash-generating unit (“CGU”) may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset’s or CGU’s recoverable amount. The recoverable amount is the higher of an asset’s or CGU’s fair value less costs of disposal (“FVLCD”) and its value in use (“VIU”).

The assessment of asset carrying values requires the use of estimates and assumptions such as future commodity prices, future capital requirements, reserves and resources volumes, production costs, operating performance and the application of discount rates which reflect the macro-economic country risk. Changes in these assumptions will affect the recoverable amount of the property, plant and equipment, evaluation and exploration assets and intangibles assets. See Note 30.

●	Mine closure costs – Note 2.E (m)

The Company assesses its mine closure costs provision annually. Significant estimates and assumptions are made in determining the provision for mine closure cost as there are numerous factors that will affect the ultimate liability payable. These factors include estimates of the extent and costs of rehabilitation activities, technological changes, regulatory changes, cost increases, mine life and changes in the discount rates. Those uncertainties may result in future actual expenditures differing from the amounts currently provided. The provision at the balance sheet date represents management’s best estimate of the present value of the future closure costs required. Changes to estimated future costs are recognized in the balance sheet by adjusting the mine closure cost liability and the related asset originally recognized.

In July 2021, the mine closure law for the province of Santa Cruz in Argentina was published, establishing a period of 180 business days to present the Mine Closure Plan. The regulation has not been published as of the date of the financial statements. The Company considers the mine closure provision in San Jose to be largely aligned with Argentina’s law, subject to further review once regulation is published.

Critical Judgements:

●	Determination of functional currency.

The determination of functional currency requires management judgement, particularly where there may be several currencies in which transactions are undertaken and which impact the economic environment in which the entity operates.

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the years ended December 31, 2023, 2022 and 2021

●	Income tax – Notes 2.E (b), 22 and 26.

Judgement is required in determining whether deferred tax assets are recognized on the balance sheet. Deferred tax is provided using the balance sheet method on temporary differences between the tax basis of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date. Deferred tax assets, including those arising from unutilized tax losses require management to assess the likelihood that the Company will generate taxable earnings in future periods, in order to utilize recognized deferred tax assets. Estimates of future taxable income are based on forecasted cash flows from operations and the application of existing tax laws. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Company to realize the net deferred tax assets recorded at the balance sheet date could be impacted.

●	Recognition of evaluation and exploration assets and transfer to development costs – Note 2.E (f)

The application of the Company´s accounting policy for Exploration and Evaluation (“E&E”) expenditure requires judgement to determine whether future economic benefits are likely from either future exploitation or sale, or whether activities have not reached a stage that permits a reasonable assessment of the existence of reserves and resources.

In addition to applying judgement to determine whether future economic benefits are likely to arise from the Company´s E&E assets (reserves and resources), the Company has to apply numerous other estimates and assumptions. The determination of a resource is itself an estimation process that involves varying degrees of uncertainty depending on how the resources are classified (i.e., measured, indicated or inferred). These estimates directly impact the deferral (capitalization or not) of E&E expenditures.

2.C Changes in accounting policies and disclosures

The accounting policies adopted in the preparation of the financial statements are consistent with those applied in the preparation of the financial statement for the year ended December 31, 2022.

Certain amendments and interpretations apply for the first time in 2023, but do not have an impact on the financial statements. The Company has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.

Disclosure of Accounting Policies – Amendments to IAS 1. The amendments were considered in the preparation of these financial statements.

Definition of Accounting Estimates – Amendments to IAS 8. The amendments had no impact on the Company’s financial statements as the current accounting policies are aligned to the amendments.

Deferred Tax related to Assets and Liabilities arising from a Single Transaction – Amendments to IAS 12. The amendments had no impact on the financial statements.

International Tax Reform – Pillar Two Model Rules

The Company does not foresee any tax implications from the implementation of this reform.

2.D Standards, interpretations and amendments to existing standards that are not yet effective

Certain new standards, amendments and interpretations to existing standards have been published and are mandatory for accounting periods beginning on or after January 1, 2024 or later periods but which the Company has not previously adopted. These have not been listed as they are not expected to impact the Company.

2.E Summary of significant accounting policies

(a) Revenue recognition

The Company is involved in the production and sale of gold and silver from doré and concentrate containing both gold and silver. Concentrate and doré bars are sold directly to customers.

Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.

Revenue value is determined net of refining and treatment charges but exclude selling expenses and any applicable sales taxes.

The revenue is subject to adjustments based on inspection of the product by the customer. Revenue is initially recognised on a provisional basis using the Company’s best estimate of contained gold and silver. Any subsequent adjustments to the initial estimate of metal content are recorded in revenue once they have been determined.

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the years ended December 31, 2023, 2022 and 2021

In addition, certain sales are ‘provisionally priced’ where the selling price is subject to final adjustment at the end of a period, normally ranging from 15 to 120 days after the start of the delivery process to the customer, based on the market price at the relevant quotation point stipulated in the contract. Revenue is initially recognised when the conditions set out above have been met, using market prices at that date. The provisionally priced metal is revalued based on the forward selling price for the quotational period stipulated in the contract until the quotational period ends. The selling price of gold and silver can be measured reliably as these metals are actively traded on international exchanges. The revaluation of provisionally priced contracts is recorded as revenue.

Doré is sold under CIP Incoterms and gold and silver concentrates are sold under CIF or CIP Incoterms.

The Sales under CIF or CIP Incoterms requires the Company to be responsible for providing freight/shipping services (as principal) after the date that the Company transfers control of the metal in concentrate to its customers. The Company, therefore, has separate performance obligations for freight/shipping services which are provided solely to facilitate sale of the commodities it produces.

The transaction price (as determined above) is allocated to the metal in concentrate and freight/shipping services using the relative stand-alone selling price method. Under these arrangements, a portion of consideration may be received from the customer in cash at, or around, the date of shipment under a provisional invoice. It is then recognized as revenue over time using an output method (being days of shipping/transportation elapsed) to measure progress towards complete satisfaction of the service as this best represents the Company´s performance. This is on the basis that the customer simultaneously receives and consumes the benefits provided by the Company as the services are being provided. The costs associated with these freight/shipping services are also recognized over the same period of time as incurred.

Other Incoterms commonly used by the Company are FOB, where the Company has no responsibility for freight or insurance once control of the products has passed at the loading port. For arrangements which have these Incoterms, the only performance obligations are the provision of the product at the point where control passes.

(b) Income tax

Income tax for the year comprises of current and deferred tax. Income tax is recognized in the income statement except to the extent that it relates to items charged or credited directly to equity, in which case it is recognized in equity.

Current income tax expense includes the expected tax payable for the year, using tax rates enacted at the statement of financial position date, and any adjustment to tax payable in respect of previous years.

Deferred income tax is estimated using the balance sheet method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

Deferred tax assets and liabilities are measured using tax rates that are expected to apply to the period when the asset is realized or the liability is settled based on tax rates (and tax laws) that have been enacted or substantively enacted at the statement of financial position date.

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

(c) Uncertain Tax positions

An estimate tax liability is recognized when the Company has a present obligation because of a past event, it is probable that the Company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation. The liability is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account risks and uncertainties surrounding the obligation. Separate liabilities for interest and penalties are also recorded if appropriate.

Tax liabilities are based on management´s interpretation of tax law and the likelihood of settlement. This involves a significant amount of judgment as tax legislation can be complex and open to different interpretation. Management uses in-house tax experts, external professional service firms and previous experience when assessing tax risks.

(d) Leases (as a lessee)

Right-of-use assets

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the years ended December 31, 2023, 2022 and 2021

The Company recognizes right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. The right-of-use asset is depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis. Right-of-use assets are subject to impairment.

Lease liabilities

At the commencement date of the lease, the Company recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Company and payments of penalties for terminating a lease, if the lease term reflects the Company exercising the option to terminate.

In calculating the present value of lease payments, the Company uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset.

Short-term leases and leases of low-value assets

The Company applies the short-term lease recognition exemption to its short-term leases of machinery and equipment (i.e., those leases that have a lease term of twelve months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered of low value (i.e., below $5,000). Lease payments on short-term leases and leases of low-value assets are recognized as expense on a straight-line basis over the lease term.

(e) Property, plant and equipment

Property, plant and equipment is stated at cost less accumulated depreciation and impairment losses. Cost comprises its purchase price and directly attributable costs of acquisition or construction required to bring the asset to the condition necessary for the asset to be capable of operating in the manner intended by management. Economical and physical conditions of assets have not changed substantially over this period.

The cost less residual value of each item of property, plant and equipment is depreciated over its useful life. Each item’s estimated useful life has been assessed with regard to both its own physical life limitations and the present assessment of economically recoverable reserves and resources of the mine property at which the item is located. Estimates of remaining useful lives are made on a regular basis for all mine buildings, machinery and equipment, with annual reassessments for major items. Depreciation is charged to cost of production on a units of production basis for mine buildings and installations and plant and equipment used in the mining production process or charged directly to the income statement over the estimated useful life of the individual asset on a straight-line basis when not related to the mining production process. Changes in estimates, which mainly affect units of production calculations, are accounted for prospectively. Depreciation commences when assets are available for use. Land is not depreciated.

An asset’s carrying amount is written-down to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized within other income/expenses, in the income statement.

The expected useful lives under the straight-line method are as follows:


		Years
Buildings		3 to end of mine life
Plant and equipment		4 to end of mine life
Vehicles		5

Borrowing costs directly attributable to the acquisition or construction of an asset that takes a substantial time to be ready for its intended use are capitalized as part of the cost of the asset. All other borrowing costs are expensed when incurred.

Mining properties and development costs

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the years ended December 31, 2023, 2022 and 2021

Purchased mining properties are recognized as assets at their cost of acquisition. Costs associated with developing of mining properties are capitalized and are depreciated upon commencement of commercial production, using the units of production method based on the estimated economically recoverable reserves and resources to which they relate.

When a mine construction project moves into the production stage, the capitalization of mine construction costs ceases and costs are either included in the cost of inventory or expensed, except for costs which qualify for capitalization.

Construction in progress

Assets in the course of construction are capitalized as a separate component of property, plant and equipment. On completion, the cost of construction is transferred to the appropriate category. Construction in progress is not depreciated.

Subsequent expenditures

Expenditures incurred to replace a component of an item of property, plant and equipment are capitalized to replace the carrying amount of the component being written-off. Other subsequent expenditures are capitalized if future economic benefits will arise from the expenditure, otherwise are expensed in the income statement as incurred.

(f) Evaluation and exploration assets

Evaluation and exploration expenses are capitalized when the future economic benefit of the project can reasonably be regarded as assured, and / or from the date that the Board of Directors authorizes management to conduct a feasibility study.

Expenditures are transferred to mining properties and development costs once the work completed to date supports the future development of the property and such development receives appropriate approval.

Costs incurred in converting inferred resources to indicated and measured resources (of which reserves are a component) are capitalized as incurred. Costs incurred in identifying inferred resources are expensed as incurred.

(g) Determination of ore reserves and mineral resources

The Company estimates its ore reserves and mineral resources based on information compiled by internal competent persons. Reports to support these estimates are prepared each year and are stated in conformity with the 2012 Joint Ore Reserves Committee (JORC) code. It is the Company’s policy to have the report audited annually by a Competent Person.

Reserves and resources are used in the unit of production calculation for depreciation as well as the determination of the timing of mine closure cost and impairment analysis.

(h) Intangible assets

Right to use energy of transmission line

Transmission line costs represent the investment made by the Company during the period of its use. This is an asset with a finite useful life equal to that of the mine life and amortized applying the unit of production method for the mine.

Other intangible assets

Other intangible assets are primarily computer software, which are capitalized at cost and amortized on a straight-line basis over their useful life of three years.

(i) Impairment of non-financial assets

The carrying amounts of property, plant and equipment, intangible assets and evaluation and exploration assets are reviewed for impairment if events or changes in circumstances indicate that the carrying value may not be recoverable. If there are indicators of impairment, an exercise is undertaken to determine whether the carrying values are in excess of their recoverable amount. Such review

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the years ended December 31, 2023, 2022 and 2021

is undertaken on an asset by asset basis, except where such assets do not generate cash flow independent of other assets, and then the review is undertaken at the cash-generating unit (CGU) level.

The assessment requires the use of estimates and assumptions such as long-term commodity prices, discount rates, future capital requirements, reserves and resources volumes (reflected in the production volume). Changes in these assumptions will affect the recoverable amount of property, plant and equipment and evaluation and exploration assets.

If the carrying amount of an asset or its cash-generating unit (CGU) exceeds the recoverable amount, a provision is recorded to reflect the asset at the lower amount. Impairment losses are recognized in the income statement.

Calculation of recoverable amount

The recoverable amount of assets is the greater of their value in use (VIU) and fair value less costs for disposal (FVLCD). FVLCD is based on an estimate of the amount that the Company may obtain in a sale transaction on an arm’s length basis. VIU is based on estimated future cash flows discounted to present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

In performing the impairment review, the Company assesses the recoverable amount of its operating assets principally with reference to fair value less costs of disposal, assessed using the traditional approach of a the discounted cash flow model, which refers to a single cash flow projection.

The Company’s CGU is the smallest identifiable groups of assets that generate cash inflows that are largely independent of the cash inflows from other assets or groups of assets. The Company considers the mine site as a CGU.

Reversal of impairment

An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

(j) Inventories

Inventories are valued at the lower of cost or net realizable value. Cost is determined using the weighted average method. The cost of work in progress and finished goods (ore inventories) is based on the cost of production.

For this purpose, the cost of production includes:

●	costs, materials and contractor expenses which are directly attributable to the extraction and processing of doré;
●	depreciation of property, plant and equipment used in the extraction and processing of ore;
---	---

Net realizable value is the estimated selling price in the ordinary course of business, less applicable selling expenses.

(k) Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Initial recognition and measurement

Financial assets are classified initially as assets at amortized cost and/or fair value through other comprehensive income or loss (“OCI”), and fair value through profit or loss. The classification of financial assets at initial recognition depends on the financial asset´s contractual cash flow characteristics and the Company´s business model for managing them.

The Company’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both.

In July 2023, the Company purchased AL41 bonds, which are sovereign bonds denominated in US dollars that were paid with Argentine pesos and that pay income in US dollars in local accounts. They are national public securities issued in dollars with a fixed rate of 3.50% per year with a maturity date of 9 July 2041. Its technical value is $100.56 with a residual value of 100.00%.

Financial assets are measured on initial recognition at fair value, plus, in the case of financial instruments other than those classified as fair value through profit or loss ("FVPL"), the inclusion of directly attributable transaction costs.

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the years ended December 31, 2023, 2022 and 2021

Financial liabilities are classified, at initial recognition as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings payables, net of directly attributable transaction costs.

Financial assets

- Subsequent measurement

- Financial assets at amortized cost

The Company measures financial assets at amortized cost if both of the following conditions are met:

-	The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows

-	The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding

Financial assets at amortized cost are subsequently measured using the effective interest (EIR) method and are subject to impairment.

Gains and losses are recognized in profit or loss when the asset is derecognized, modified or impaired.

The Company’s financial assets at amortized cost includes trade receivables.

- Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss include financial assets held for trading, financial assets designated upon initial recognition at fair value through profit or loss, or financial assets mandatorily required to be measured at fair value. Financial assets are classified as held for trading if they are acquired for the purpose of selling or repurchasing in the near term.

Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with net changes in fair value recognized in the statement of profit or loss.

The Company considers whether a contract contains an embedded derivative when the entity first becomes a party to it. The embedded derivatives are no longer separated from the host and therefore the revaluation of provisionally priced contracts is disclosed within the receivable of the host contract in “Trade and other receivables. Reassessment only occurs if there is a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required.

- Derecognition

A financial asset (or, where applicable, a part of a financial asset) is primarily derecognized (i.e., removed from the Company’s statement of financial position) when:

• The rights to receive cash flows from the asset have expired, or

• The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognize the transferred asset to the extent of its continuing involvement. In that case, the Company also recognizes an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained.

- Impairment of financial assets

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the years ended December 31, 2023, 2022 and 2021

The Company assesses at each statement of financial position date whether a financial asset or group of financial assets is impaired.

Financial liabilities

- Subsequent measurement – Loans and borrowings

Loans and borrowings are recognized initially at fair value. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the effective interest rate (“EIR”) method.

Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the EIR amortization process.

Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the statement of profit or loss.

-Derecognition

A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the statement of profit or loss.

(l) Trade and other receivables

Current trade receivables are carried at the original invoice amount less provision made for impairment of these receivables. Non-current receivables are stated at amortized cost. A provision for impairment of trade receivables is established using the expected credit loss impairment model according to IFRS 9. The amount of the provision is the difference between the carrying amount and the recoverable amount and this difference is recognized in the income statement.

(m) Provisions

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.

Mine closure costs

Provisions for mine closure costs are made in respect of the estimated future costs of closure and restoration and for environmental rehabilitation costs (which include the dismantling and demolition of infrastructure, removal of residual materials and remediation of disturbed areas) in the accounting period when the related environmental disturbance occurs.

The provision is discounted and the unwinding of the discount is included in finance costs. At the time of establishing the provision, a corresponding asset is capitalized and is depreciated over future production from the mine to which it relates.

The provision is reviewed on an annual basis for changes in cost estimates, discount rates and the expected life of mine.

Changes to estimated future costs are recognized in the statement of financial position by adjusting the mine closure cost liability and the related asset originally recognized. If, for mature mines, the related mine assets net of mine closure cost provisions exceeds the recoverable value, the portion of the increase is charged directly to the income statement. Similarly, for reductions to the estimated costs exceeding the carrying value of the mine asset, such portion of the decrease is credited directly to the income statement. For closed sites, changes to estimated costs are recognized immediately in the income statement.

Actual rehabilitation costs will ultimately depend upon future market prices for the necessary rehabilitation works required that will reflect market conditions at the relevant time. Furthermore, the timing of rehabilitation is likely to depend on when the mine ceases to produce at economically viable rates. This, in turn, will depend upon future gold and silver prices, which are inherently uncertain.

The discount rate used in the calculation of the provision as at December 31, 2023 was 1.73% (2022: 1.49%).

Other

Other provisions are accounted for when the Company has a legal or constructive obligation for which it is probable there will be an outflow of resources for which the amount can be reliably estimated.

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the years ended December 31, 2023, 2022 and 2021

(n) Cash-settled share-based payments

The fair value of cash-settled share plans is recognized as a liability over the vesting period of the awards. Movements in that liability between accounting dates are recognized as an expense. The fair value of the awards is taken to be the market value of the shares at the date of award adjusted by a factor for anticipated relative Total Shareholder Return (“TSR”) performance. Fair values are subsequently remeasured at each accounting date to reflect the number of awards expected to vest based on the current and anticipated TSR performance.

Uncertainties in estimating the award include potential changes in the TSR, the number of participants in the plan, and levels of interest rates.

(o) Finance income and costs

Finance income and costs mainly include, among others, interest expense on borrowings, the accumulation of interest on provisions and interest income on funds invested.

Interest income is recognized as it is incurred, taking into account the effective yield on the asset.

(p) Dividend distributions

Dividend distributions to the Company’s shareholders are recognized as a liability in the Company’s financial statements in the period in which the dividends are approved by the Company’s shareholders.

(q) Cash and cash equivalents

Cash and cash equivalents are carried in the statement of financial position at cost. For the purposes of the statement of financial position, cash and cash equivalents include cash on hand and deposits held with banks for varying periods of between one day and three months and which are subject to insignificant risk of changes in value.

Liquid investments are classified as cash equivalents if the amount of cash that will be received is known at the time of the initial investment and the risk of changes in value is considered insignificant.

(r) Short-term investments

Include deposits held with banks for periods higher than three months.

(s) Fair value measurement

The Company measures financial instruments at each statement of financial position date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

-	In the principal market for the asset or liability, or
-	In the absence of a principal market, in the most advantageous market for the asset or liability
---	---

The principal or the most advantageous market must be accessible by the Company.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their best economic interest.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, as described in note 30.e.

For assets and liabilities that are recognized in the financial statements on a recurring basis at fair value, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

The Company determines the policies and procedures for both recurring fair value measurement and unquoted financial assets, and for non-recurring measurement.

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the years ended December 31, 2023, 2022 and 2021

At each reporting date, the Company analyses the movements in the values of assets and liabilities which are required to be re-measured or re-assessed as per the Company’s accounting policies. For this analysis, the Company verifies the major inputs applied in the latest valuation by agreeing the information in the valuation computation to contracts and other relevant documents.

The Company, in conjunction with its external valuers where applicable, also compares the changes in the fair value of each asset and liability with relevant external sources to determine whether the change is reasonable.

For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

(t) Contingencies

A contingent liability is a possible obligation depending on whether some uncertain future event occurs, or a present obligation where payment is not probable or the amount cannot be measured reliably. Contingent liabilities are not recognized in the financial statements and are disclosed in notes to the financial statements unless their occurrence is remote.

A contingent asset is a possible asset that arises from past events, and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity. Contingent assets are not recognized in the financial statements, but are disclosed in the notes if their recovery is deemed probable.

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the years ended December 31, 2023, 2022 and 2021

3. Revenue




	Year ended December 31
	2023 US$000	2022<br>US$000	2021 <br>US$000
Doré bars
Gold	55,107	61,081	57,334
Silver	37,178	46,509	50,454
Freight/shipping services (note 2.E(a))	1,049	1,365	1,363
Concentrate
Gold	92,345	72,177	81,882
Silver	52,172	58,746	64,704
Freight/shipping services (note 2.E(a))	4,610	3,591	3,234
Total	242,461	243,469	258,971

Revenue from the sale of doré and concentrate is recognized at a point in time when control is transferred and revenue from freight is recognized over time as services are provided. Included within revenue was a gain of $1,939 relating to provisional pricing adjustments (2022: gain of $3,052, 2021: loss of $115) arising on sales of concentrates and doré.

4. Cost of sales


	Year ended December 31
	2023 US$000	2022 <br>US$000	2021<br>US$000
Personnel expenses	65,438	62,637	48,521
Depreciation and amortization	49,151	48,243	48,654
Third-party services	29,525	43,746	28,735
Supplies	45,118	38,875	35,414
Mining royalty (note 27)	6,499	6,317	7,171
Change in products in process and finished goods	(1,639)	(6,061)	728
Covid-19 expenses	-	2,059	20,334
Others	4,483	2,937	2,606
Total	198,575	198,753	192,163

5. Administrative expenses



	Year ended December 31
	2023 US$000	2022 <br>US$000	2021<br>US$000
Personnel expenses	2,315	2,625	3,125
Indirect taxes	1,292	1,344	1,273
Professional fees	424	660	520
Depreciation and amortization	39	50	57
Other	1,595	1,573	1,425
Total	5,665	6,252	6,400

6. Exploration expenses



	Year ended December 31
	2023 US$000	2022 <br>US$000	2021<br>US$000
Mine site exploration^(1^^)^
Third-party services	7,815	7,110	9,425
Personnel expenses	977	993	914
Others	554	843	263
Total	9,346	8,946	10,602

(1)	Mine-site exploration is performed with the purpose of identifying potential minerals within the existing mine-site as well as properties surrounding the mine site, to maintain and extend the mine’s life.

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the years ended December 31, 2023, 2022 and 2021

7. Selling expenses



	Year ended December 31
	2023 US$000	2022 <br>US$000	2021<br>US$000
Taxes	11,227	10,345	11,765
Warehouse services	1,464	1,075	1,136
Sales commissions	-	228	210
Other	1,176	968	1,084
Total	13,867	12,616	14,195

8. Personnel expenses



	Year ended December 31
	2023 US$000	2022 <br>US$000	2021<br>US$000
Salaries and wages	59,626	56,950	53,006
Other legal contributions	15,187	15,816	14,199
Statutory holiday payments	5,093	3,974	3,740
Long Term Incentive Plan	57	(129)	149
Termination benefits	1,175	2,018	4,540
Other	208	306	295
Total	81,346	78,935	75,929

Personnel expenses are included in costs of sales, administrative, exploration and other expenses (Notes 4, 5, 6 and 9) or capitalized to plant and equipment, E&E assets and inventory as follows: year ended December 31, 2023 – $11,833 (2022: $9,847, 2021: $7,468). For year ended December 2023 $-nil, was classified as COVID-19 expenses in costs of sales (2022: $1,479).

Average number of employees for 2023, 2022 and 2021 was as follows:

	Year ended December 31
	2023	2022	2021
Average number of employees (*)	1,420	1,391	1,466
Total	1,420	1,391	1,466

(*) Unaudited

9. Other income and expenses


	Year ended December 31
	2023 US$000	2022 <br>US$000	2021<br>US$000
Other income
Export incentive programme^1^	21,164	-	-
Other	174	265	438
Total	21,338	265	438
Other expenses
Corporate Social Responsibility	3,637	3,360	3,911
Voluntary retirement program and related salaries	783	1,742	8,295
Labor lawsuits	747	3,138	958
VAT write-off	136	152	185
Other	935	1,729	932
Total	6,238	10,121	14,281

1 Benefit arising from being able to access the Argentina government's export incentive program, allowing certain tariff positions to translate a certain proportion of US dollar sales at a preferential market exchange rate (refer to note 32).

Other income and expenses for the year ended December 31, 2023, included mainly non-cash expense of $883 (2022 and 2021 non-cash income and charges of $418 and $354, respectively).

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the years ended December 31, 2023, 2022 and 2021

10. Finance income and costs


	Year ended December 31
	2023 US$000	2022 <br>US$000	2021<br>US$000
Finance income
Other finance income	647	632	300
Interest on deposits and liquidity funds	2,613	540	1,330
Unwinding mine closure	-	105	367
Total	3,260	1,277	1,997
Finance costs
Financial costs^1^	1,428	4,956	15,345
Interest on bank loans (note 19)	1,432	2,871	1,982
Non- cash loss on discount of VAT assets and other receivables	1,660	780	632
Interest expense^2^	2,730	1,742	727
Unwinding mine closure	434	-	-
Other	429	663	895
Total	8,113	11,012	19,581

1 Financial costs for the year ended December 31, 2022 and 2021 mainly represent charges for the acquisition of dollars through the sales of bonds.

2 Corresponds to interests over labor claims $2,604 (2022: $1,487, 2021: $482), interests of leasing equipment $34 (2022: $nil, 2021;: $nil) and interests over clients

prepayments $92 (2022: $255, 2021: $245).

11. Property, plant and equipment


	Mining properties and development<br>costs<br> US$000	Land and buildings US$000	Plant and equipment<br>US$000	Vehicles US$000	Mine<br> closure<br> asset <br>US$000	Construction in progress and capital advances US$000	Total <br>US$000
Year ended December 31, 2023
Cost
Balance at January 1, 2023	480,418	172,145	140,176	5,090	28,445	2,485	828,759
Additions	38,458	-	8,094	-	(836)	1,131	46,847
Change in closure provision discount rate	-	-	-	-	(554)	-	(554)
Disposals	-	-	-	(285)	-	-	(285)
Transfers and other movements	-	644	115	520	-	(1,279)	-
Transfers from evaluation and exploration assets	689	-	-	-	-	-	689
Balance at December 31, 2023	519,565	172,789	148,385	5,325	27,055	2,337	875,456
Accumulated depreciation and impairment
Balance at January 1, 2023	437,423	126,681	92,292	3,842	17,519	-	677,757
Depreciation for the year^(1)^	33,677	6,677	9,494	454	1,785	-	52,087
Disposals	-	-		(283)			(283)
Transfers from evaluation and exploration assets	126	-	-	-	-	-	126
Impairment	5,418	5,220	5,186	142	-	-	15,966
Balance at December 31, 2023	476,644	138,578	106,972	4,155	19,304	-	745,653
Net book amount at December 31, 2023	42,921	34,211	41,413	1,170	7,751	2,337	129,803

(1)	The depreciation for the year is included in cost of sales and administrative expenses in the income statement, the remaining amount is capitalized.

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the years ended December 31, 2023, 2022 and 2021


	Mining properties and developmentcosts US000	Land and buildings US$000	Plant and equipment<br>US$000	Vehicles US$000	Mine<br> closure<br> asset <br>US$000	Construction in progress and capital advances US$000	Total <br>US$000
Year ended December 31, 2022
Cost
Balance at January 1, 2022	441,610	169,544	131,005	4,961	25,724	2,934	775,778
Additions	38,476	-	9,191	-	7,901	2,445	58,013
Change in closure provision discount rate	-	-	-	-	(5,180)	-	(5,180)
Disposals	-	-	-	(179)	-	-	(179)
Transfers and other movements	-	2,601	(20)	308	-	(2,894)	(5)
Transfers from evaluation and exploration assets	332	-	-	-	-	-	332
Balance at December 31, 2022	480,418	172,145	140,176	5,090	28,445	2,485	828,759
Accumulated depreciation and impairment
Balance at January 1, 2022	407,198	118,882	82,932	3,532	15,348	-	627,892
Depreciation for the year^(2)^	30,203	7,799	9,360	489	2,171	-	50,022
Disposals	-	-	-	(179)	-	-	(179)
Transfers from evaluation and exploration assets	22	-	-	-	-	-	22
Balance at December 31, 2022	437,423	126,681	92,292	3,842	17,519	-	677,757
Net book amount at December 31, 2022	42,995	45,464	47,884	1,248	10,926	2,485	151,002

All values are in US Dollars.

(2)	The depreciation for the year is included in cost of sales and administrative expenses in the income statement, the remaining amount is capitalized.

12. Evaluation and exploration assets


		Total<br>US$000
Cost
Balance at January 1, 2022		5,033
Additions		-
Transfers to property, plant and equipment		(332)
Balance at December 31, 2022		4,701
Additions		-
Transfers to property plant and equipment		(689)
Balance at December 31, 2023		4,012
Accumulated impairment
Balance at January 1, 2022		330
Transfers to property, plant and equipment		(22)
Balance at December 31, 2022		308
Transfers to property, plant and equipment		(126)
Impairment		553
Balance at December 31, 2023		735
Net book value as at December 31, 2022		4,393
Net book value as at December 31, 2023		3,277

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the years ended December 31, 2023, 2022 and 2021

13. Intangible assets


	Transmission line^(1)^US$000	Software licenses US$000	Total US$000
Cost
Balance at January 1, 2022	22,157	1,321	23,478
Transfer	-	5	5
Balance at December 31, 2022	22,157	1,326	23,483
Balance at December 31, 2023	22,157	1,326	23,483
Accumulated amortization
Balance at January 1, 2022	17,693	1,315	19,008
Amortization for the year^(2)^	697	6	703
Balance at December 31, 2022	18,390	1,321	19,711
Amortization for the year^(2)^	565	5	570
Impairment	430	-	430
Balance at December 31, 2023	19,385	1,326	20,711
Net book value as at December 31, 2022	3,767	5	3,772
Net book value as at December 31, 2023	2,772	-	2,772

(1)	The transmission line is amortized using the units of production method.
(2)	Amortization for the period is included in cost of sales and administrative expenses in the income statement.
---	---

14. Trade and other receivables


	As at December 31
	2023		2022
	Non-current US$000	Current US$000	Non-current<br>US$000	Current<br>US$000
Trade receivables (note 30.c)	-	24,697	-	27,886
VAT^(1)^	1	6,769	16	12,655
Income tax credit	227	-	-	3,124
Prepaid expenses	-	2,074	3,124	1,428
Advances to suppliers	-	673	-	1,209
Credit due from exports	234	-	224	-
Receivables from related parties (note 24.a)	-	31	-	32
Loans to employees	-	28	-	56
Export duties paid in excess	1	-	130	-
Tax asset – IFRIC 23	-	-	35	-
Other	-	1,423	5	190
Total ****	463	35,695	3,534	46,580

(1)	VAT is valued at its recoverable amount.

The fair values of trade and other receivables approximate their book value.

15. Inventories

	US$000<br><br>
	As at December 31
	2023 US$000	2022<br>US$000
Finished goods	4,202	-
Products in process	6,964	9,634
Supplies and spare parts	30,344	27,690
Provision for obsolescence of supplies	(2,412)	(2,414)
Total	39,098	34,910

Finished goods include doré and concentrate. Doré is an alloy containing a variable mixture of silver, gold and minor impurities delivered in bar form to refiners. Concentrate is a product containing sulfides with a variable content of base and precious metals and is sold to smelters.

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the years ended December 31, 2023, 2022 and 2021

The amount of expense recognized in profit and loss related to the consumption of inventory of supplies, spare parts and raw materials is $45,118 (2022: $38,911, 2021: $35,461).

Movements in the provision for obsolescence comprised of $nil (2022: increase of $394, 2021: increase of $38) and a consumption of $2.

16. Cash and cash equivalents and other financial assets

Cash and cash equivalents


	As at December 31
	2023 US$000	2022<br>US$000
Cash at bank	332	15,473
Current demand deposit accounts^(1)^	11,000	-
Time deposits	10,849	-
Cash and cash equivalents considered for the statement of cash flows	22,181	15,473

(1)	Relates to bank deposits for varying periods of between one day and three months.

The fair value of cash and cash equivalents approximates their book value.

Other financial assets

		As at December 31
		2023 US$000			2022<br>US$000
Bonds (Note 2.E.k)		2,264			-

17. Trade and other payables


	As at December 31
	2023		2022
	Non-current US$000	CurrentUS000	Non-currentUS000	Current<br>US$000
Trade payables^(1)^	-	20,622	-	22,543
Salaries and wages payable	-	9,185	-	13,817
Taxes and contributions	-	3,534	-	5,066
Leases ( note 18)	1,378	1,622	-	-
Mining royalty (note 27)	-	788	-	597
Accounts payable to related parties (note 24.a)	951	2,611	856	1,254
Other	-	416	-	413
Guarantee deposits	-	27	-	27
Total	2,329	38,805	856	43,717

All values are in US Dollars.

(1)	Trade payables relate mainly to the acquisition of materials, supplies and contractors’ services. These payables do not accrue interest and no guarantees have been granted.

18. Leases

The Company has lease contracts for equipment used in its operation unit. Leases of equipment have lease term of three years. The Company’s obligations under its leases are secured by the lessor’s title to the leased assets.

The following are the amounts recognized in profit or loss related to the leases according IFRS 16:


	As at December 31
	2023 US$000	2022<br>US$000
Depreciation expense for right-of-use assets(included in cost of sales)	729	-
Interest expense on lease liabilities (included in finance expenses)	34	-
Total amount recognized in profit or loss	763	-

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the years ended December 31, 2023, 2022 and 2021

The Company had total cash outflows for leases of $857 in 2023 (2022: $nil). There were additions to right-of-use assets and lease liabilities during the year of $3,823 (2022: $nil). The future cash outflows relating to leases that have not yet commenced are $3,000 (2022: $nil).

<br><br><br><br>
<br><br><br><br>		<br>January 1, 2023	<br>Additions		Depreciation				December 31, 2023
Leases: right-of-use assets		-	3,823		(729)						3,093

<br><br><br><br>	<br><br><br><br>
<br><br><br><br>	<br><br>January 1,<br><br>2023	<br>Additions	Repayments	Interest expense	December 31, 2023
Leases: liabilities	-	3,823	857	34		3,000
Less: current balance	-					(1,622)
Non-current balance	-					1,378

19. Borrowings


	As at December 31
	2023		2022
	Effective interest rate	Current US$000	Effective <br>interest rate	Current<br>US$000
Pre-shipment loans	14,66%	2,897	47,63%	2,162
Stock market promissory notes	4%	2,000	4%	14,500
Medium-term Bank import loans	11,92% to 15%	1,080		-
Total		5,977		16,662

For short-financing purposes, the Company enters into pre-shipment loans denominated in dollars in 2023 (2022: Argentinean pesos) which are guaranteed by the respective sales contracts, stock market promissory notes denominated in dollars and import loans nominated in dollars; movement in borrowings for the year ended December 31, 2023 are as follows:

989<br><br><br><br>	<br><br>
<br><br><br><br>	January 1,<br><br>2023	<br>Additions	Repayments	Exchange difference		December 31, 2023
Current interest-bearing loans and borrowings
Current obligations under pre-shipment loans	1,693	5,507	(3,890)	(495)	2,815
Stock market promissory notes^1^	14,500	4,000	(16,500)	-	2,000
Medium-term Bank import loans	-	7,999	(6,683)	(261)	1,055
Total liabilities from financial activities	16,193	17,506	(27,073)	(756)	5,870
Accrued interest	469	1,070	(1,398)	(34)	107

1 Includes interest and premium for $60 that were offset.

20. Provisions

		<br><br>			^(2)^<br><br><br><br>		<br><br>			<br><br>
		Provision for mine closure^(1)^			Long Term<br><br>Incentive Plan^(2)^<br><br>US$000		Other<br><br>US$000			Total<br><br>US$000

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the years ended December 31, 2023, 2022 and 2021

	US000
Balance at January 1, 2022	26,896	43	2,003	28,942
Additions/Decreases	7,901	(43)	2,171	10,029
Accretion	(105)	-	-	(105)
Change in discount rate	(5,180)	-	-	(5,180)
Balance at December 31, 2022 (Non-Current)	29,306	-	4,174	33,480
Balance at December 31, 2022 (Current)	206	-	-	206
Additions/decreases	(836)	-	(462)	(1,298)
Accretion	435	-	-	435
Change in discount rate	(554)	-	-	(554)
Balance at December 31, 2023	28,557	-	3,712	32,269
Balance at December 31, 2023 (Non-Current)	28,557	-	3,712	32,269
Balance at December 31, 2023 (Current)	-	-	-	-

All values are in US Dollars.

(1)

The provision represents the present value of the estimated cost to decommission and rehabilitate the mine at the expected date of closure for the mine as of December 31, 2023. The present value of the provision was calculated using a real pre-tax annual discount rate, based on a US Treasury bond of an appropriate tenure as at December 31, 2023 and 2022. The cash flows were adjusted to reflect the risks related. Uncertainties on the timing of use for this provision include future changes that could impact the timing of closing the mine, as new resources and reserves are discovered. The discount rate used was 1.73% and 1.49% as of December 31, 2023 and 2022, respectively.

(2)

Corresponds to the provision related to awards granted under the Long-Term Incentive Plan to designated personnel of the Company.

---

21. Equity

Share capital issued

Share capital of the Company as at December 31, 2023 is as follows:


	Issued
Class of shares	Number	US$000
Ordinary shares	344,756,530	110,132

Cumulative translation adjustment:

The cumulative translation adjustment includes exchange differences arising from the translation of the financial statements for the period in which the Company had a functional currency different than the reporting currency.

22. Income tax

The major components of income tax expense for the years ended December 31, 2023 and 2022 were as follows:

		<br><br>
	Year ended December 31
	2023 US$000	<br><br>	2022<br>US$000	2021<br>US$000
Current income tax:
Current income tax charge	(51)		(1)	(5,258)
Adjustments in respect of current income tax of previous year			-	-
Deferred income tax:
Relating to origination and reversal of temporary differences	(4,343)		4,788	(5,065)
Income tax (expense) recovery	(4,394)		4,787	(10,323)

A reconciliation between the tax expense and the product of accounting profit multiplied by the Company’s domestic tax rate for the years ended December 31, 2023, 2022 and 2021 is as follows:

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the years ended December 31, 2023, 2022 and 2021

		<br><br>
	Year ended December 31
	2023 US$000	<br><br>	2022<br>US$000	2021<br>US$000
(Loss)/profit before income tax	(7,855)		(3,696)	1,678
At Company´s statutory income tax rate of 35%	2,749		1,294	(587)
Expenses not deductible for tax purposes	(3)		(24)	-
Exploration expenses (double deduction)	1,567		2,412	3,561
Foreign exchange differences	(16,735)		(8,748)	(4,077)
Comprehensive fiscal inflation adjustment	8,602		10,830	7,595
Change in tax rate	-		-	(12,501)
Nondeductible financial cost	1,389		(1,166)	(5,009)
Other	(1,963)		189	695
Income tax recovery (expense)	(4,394)		4,787	(10,323)

Deferred taxes

Deferred income tax relates to the following:

	<br><br><br><br>
	Statement of financial position		Income statement
	As at December 31, 2023 US$000	As at December 31, 2023US000		2023US000	2022 US000	<br><br>	2021 US000
PP&E, explorations and evaluation assets, and intangible assets	(40,058)	(42,728)		2,670	1,443		(7,959)
Inventories	(8,812)	(4,985)		(3,827)	(2,388)		(49)
Tax loss carry forward	-	3,198		(3,198)	3,198		-
Fiscal inflation adjustment	-	(158)		158	289		137
Abandonment and mine rehabilitation provision	8,791	7,526		1,265	779		1,283
Other liabilities	1,976	3,019		(1,043)	1,652		1,324
Other assets	174	542		(368)	(185)		199
Deferred income tax recovery (expense)				(4,343)	4,788		(5,065)
Deferred income tax liabilities, net	(37,929)	(33,586)

Reflected in the statement of financial position
Deferred income tax assets	10,941	14,285
Deferred income tax liabilities	(48,870)	(47,871)
Deferred income tax liabilities net	(37,929)	(33,586)

All values are in US Dollars.

In 2017 the law No. 27,430 had established that the corporate income tax rate would be reduced from 35% to 30% for fiscal years beginning as of January 1, 2018 through December 31, 2019 and to 25% for fiscal years beginning as of January 1, 2020.

Tax on dividends or profit distributed by, among others, Argentine companies or permanent establishments to individuals, undivided properties or beneficiaries residing abroad would be distributed based on the following considerations: (i) dividends resulting from the profit accrued during the fiscal years beginning January 1, 2018 through December 31, 2019, would be subject to a 7% withholding tax; and (ii) dividends resulting from profit accrued during the fiscal years beginning on January 1, 2020 would be subject to a withholding tax of 13%.

The reform introduced by the Law No. 27,541, suspended these tax reductions and maintained the originals 30% for income tax and 7% for tax on dividends until fiscal years beginning as of January 1, 2021, inclusive.

Law No. 27,468 had established that for the first three fiscal years beginning as of January 1, 2019, the positive or negative effect of the inflation adjustment provided by the Income Tax Law should be distributed in one third of the in the tax return of the fiscal year in which

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the years ended December 31, 2023, 2022 and 2021

the adjustment was assessed, and the remaining two thirds, in equal parts, in the two immediately subsequent fiscal years. The abovementioned reform amended such distribution and established that one sixth of the positive or negative adjustment for the first and second fiscal years beginning as from January 1, 2019, should be allocated to the tax return of the year in which the adjustments are assessed, and the remaining balance, to the immediately following five fiscal years. However, for fiscal years beginning as of January 1, 2021, 100% of the adjustment may be deducted/taxed in the fiscal year in which the effect is determined.

On June 16, 2021, Law No. 27,630 amended the income tax rates for years beginning on or after January 1, 2021. Companies shall pay the tax using the scale set out below: (Expressed in Argentinian pesos).

Accumulated Net Income Tax
More than ARG$	To ARG	Must pay ARG$	More than %	<br><br>	Above superavit ARG$
$ 0	14,301,209.21	$ 0	25%		$ 0
$ 14,301,209.21	143,012,092.08	$ 3,575,302.30	30%		$ 14,301,209.21
$ 143,012,092.08	Onwards	$ 42,188,567.18	35%		$ 143.012,092.08

All values are in US Dollars.

23. Dividends paid and proposed


	Year ended December 31
	2023US000	2022US000	2021<br>US$000
Dividends declared	664	583	20,065
Dividends paid	648	580	20,065

All values are in US Dollars.

24. Related-party balances and transactions

MSC is a private company, owned by Hochschild Mining Argentina Corporation S.A. (“HMAC S.A.”) with a 51% interest and Minera Andes S.A. (“MASA”) with a 49% interest. HMAC S.A. is an indirect wholly-owned subsidiary of Hochschild Mining Plc. and MASA is an indirect wholly-owned subsidiary of McEwen Mining Inc.

(a) Related-party accounts receivable and payable

The Company had the following related-party balances and transactions during the years ended December 31, 2023 and 2022. The related parties are companies owned or controlled by the main shareholder of the parent company or shareholders.

	US$000<br><br>		US$000<br><br>
	Trade and other receivables		Trade and other payables
	As at December 31, 2023 US$000	As at December 31,<br>2022<br>US$000	As at December 31, 2023 US$000	As at December 31,<br>2022<br>US$000
Current related party balances
Compañía Minera Ares	31	32	2,522	1,179
Hochschild Mining Plc.	-	-	1,040	931
Total	31	32	3,562	2,110

As at December 31, 2023, 2022 and 2021, all related parties accounts were, non-interest bearing. No security has been granted or guarantees given by the Company in respect of these related party balances.

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the years ended December 31, 2023, 2022 and 2021


	2023 US$000	2022<br><br>US$000	2021<br><br>US$000
Related party transactions
Intercompany services
Compañía Minera Ares	1,343	1,165	914
Other intercompany transactions
Hochschild Mining Plc	109	(87)	198
Dividends Declared – See note 22
Hochschild Mining Argentina Corp.	339	297	10,233
Minera Andes S.A.	325	286	9,832

(b) Compensation of key management personnel of the Company

Compensation of key management personnel (including Directors)	2023 US$000	2022<br>US$000
Salaries and benefits	373	637
Long Term Incentive Plan	91	(104)
Total compensation paid to key management personnel	464	533

25. Commitments

Capital commitments

As at December 31, 2023 the future capital commitments of $1,049 (2022: $3,687) were related to projects, infrastructure and sustaining and exploration activities started during the year which will be completed in subsequent months.

26. Contingencies

(a) Taxation

Fiscal periods remain open to review by the tax authorities for five years in Argentina, preceding the year of review. During this time the authorities have the right to raise additional tax assessments including penalties and interest. Under certain circumstances, reviews may cover longer periods.

Because a number of fiscal periods remain open to review by the tax authorities, coupled with the complexity of the Company and the transactions undertaken by it, there remains a risk that additional tax liabilities may arise.

(b) Other

The Company has conducted its operations in the ordinary course of business in accordance with its understanding and interpretation, and based on advice of legal counsel, of applicable legislation in the country in which the Company has operations. In certain specific transactions, however, the relevant authorities could have a different interpretation of those laws and regulations that could lead to contingencies or additional liabilities for the Company. Having consulted legal counsel, management believes that it has reasonable grounds to support its position.

The assessment of contingencies inherently involves exercise of significant judgment and estimates of the outcome of future events. Uncertainties in estimating the liability includes changes in the legal interpretation that the authorities could make in respect of the Company’s transactions.

27. Mining royalties

Royalties

In accordance with Argentinian legislation, Provinces (being the legal owners of the mineral resources) are entitled to request royalties from mine operators. For San Jose mine, the mining royalty was originally fixed at 1.85% of the pit-head value of the production where the final product is doré and 2.55% where the final product is mineral concentrate or precipitates. In October 2012, a new provincial law was passed, which increased the mining royalty applicable to doré and concentrate to 3% of the pit-head value. Since November 2012 the Company has paid and expensed mining royalties of 3%. As at December 31, 2023, the amount payable as mining royalties amounted to $788 (2022: $597). The amount recorded in the income statement was $6,499 (2022: $6,317, 2021: $7,171).

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the years ended December 31, 2023, 2022 and 2021

28. Export

Export Duties

The Executive branch is empowered to increase export duties: (i) up to 33% of the tax base or of the official soybean price, (ii) 15% in the case of goods exports not subject to export duties or which were subject to a 0% rate as of September 2, 2018, (iii) 15% in the case of goods exports not subject to export duties or which were subject to a 0% rate as of September 2, 2018, and (iv) 5% of the tax base or of the official FOB price for industrial products and services. In case of MSC, export duties were settled in ARS 4 per dollar for Doré bars and for Concentrate and silver bars ARS 3 per dollar.

Before approving Law No. 27,541, the federal government published Presidential Decree No. 37/2019 (Official Bulletin dated December 14, 2019), which amended the withholdings system, rendered ineffective the ARS 4 per 1 USD dollar cap established by the previous administration in 2018, and increased export duties for doré bars up to 12%.

Finally, accordingly to Law No. 27,541 the export duties rates for mining activity could not be higher than 8% over Freight on Board (“FOB”) price.

In the search for an increase in the supply of US dollars contributing to stability in the foreign exchange market, the Federal Executive established measures in October 2020 to promote exports with an impact on the mining, industrial and agricultural sectors. Those measures are contained in Presidential Decrees 785/2020, 789/2020 y 790/2020 and basically refer to:

(a)	A reduction from 12% to 8% in the rate of exports duties for a series of tariff positions related to the mining sector (gold, doré bar, granite and marble, among others), effective through December 31, 2021.

(b)	Presidential Decree No. 1060/2020 (published in the Official Bulletin on December 31, 2020) establishes new rates as of January 1, 2021, for raw and concentrate silver bars. The rate will stand at 4.5%. The rate on bullion remains at 8% under Presidential Decree No. 785/20, effective through December 31, 2021.

On December 31, 2021, Decree No. 908/2021 was published in the Official Gazette, by means of which the 8% Export Duty rate is extended until December 31, 2023 for certain goods whose tariff positions were duly reached by Presidential Decrees No. 785/2020.

-	Export incentive program

On 3 October 2023 the Argentinian Government approved that exporters of crude oil, gas and derivatives, who meet certain conditions, may receive 25% of the funds received from exports through negotiable securities acquired in foreign currency and settled in local currency.

On 23 October 2023 the export incentive program was approved increasing the percentage to 30%. On 20 November 2023 the percentage increased to 50% and since 13 December 2023 changed to 20%. As at 31 December 2023 the Company recognized a benefit from the program of US$21,164 disclosed as other income (refer to note 9).

29. Investment regime for mining activity

Law No. 24,196, as amended by Law No. 25,429 establishes a regime for mining investments applicable in all provinces in Argentina. In this regard, on October 21, 1993, the Province of Santa Cruz emulated this mining investment regime through Provincial Law No. 2,332.

Those interested in benefiting from this regime must register with the National Mining Secretary.

The main benefits for the mining companies that carry out activities within the framework of this regime are detailed below:

o	Fiscal stability for a period of thirty years from the date of submission of the Feasibility Study. Fiscal stability for all taxes, to be understood as such all direct taxes and tax contributions that have as taxpayers the companies registered in the register mentioned previously, as well as rights, duties or other import or export charges.

o	Fiscal stability shall also apply to foreign exchange regimes and tariffs, excluding exchange rate and repayments, refunds and/or repayment of charges in connection with exports.

Tax deduction from income tax balance, from the time of submission of the application for registration authorized by Law No. 24,196, of one hundred percent of the amounts invested in exploration expenditures, mineralogical and metallurgical testing, pilot plant and other work to determine the technical and economic feasibility of the projects, subject to treatment as expenses or amortizable investment, appropriate to these in accordance with income tax law.

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the years ended December 31, 2023, 2022 and 2021

o	Optional accelerated depreciation regime for income tax on capital investments made towards the execution of new mining projects and expansion of existing ones.

In this regard, annual tax depreciation shall not exceed, in each fiscal year, the amount of taxable income generated by mining activities, prior to the transfer of the relevant amortization and, if applicable, once tax losses from prior years are computed. The non-computable surplus in a given fiscal year can be attributed to the following years, considering for each the maximum limit mentioned above. The period during which tax depreciation of assets is computed may not exceed the term of their respective useful lives. The existing residual value at the end of the year, in which the expiration of the useful life of assets occurs, may be attributed entirely to the tax balance of that fiscal year, and the above limitation is not applicable in these cases.

o	Exemption from payment of import duties and any other duty, correlative levy or statistics duty, except other remuneration duties on services, corresponding to the introduction of capital goods, special equipment or component parts of such property and inputs determined by the enforcement authority that are necessary for the execution of the activities covered by this scheme.
o	Recovery of tax credits arising from acquisitions and imports of goods and services for the purposes of carrying out mining activities such as prospection, exploration, mineralogical studies and applied research that after twelve (12) fiscal periods counted from the year in which they were computed, make up the balance of the VAT.
---	---

o	Deduction of the provision for mine closure and abandonment in the determination of income tax, up to an amount equal to five percent of the operating costs of extraction and processing.

Companies registered in the regime will not see an increase in their total tax burden, considered separately in each relevant jurisdiction upon the filing of said Feasibility Study at the national, provincial and municipal levels, which adhere to Law 24,196.

For increases in the total tax burden, the following actions, among others, are mentioned in Law No. 25,429: the creation of new taxes, an increase in the rates, fees or amounts of existing taxes, the modification of the mechanisms or procedures determining the fiscal base for taxes, the repeal of exemptions granted, and the elimination of deductions allowed.

Additionally, with regards to interest payments to foreign financial institutions and entities, included in Title V of the Income Tax Law, fiscal stability also applies to the increase in the rates, fees or amounts in effect on the date of the Feasibility Study to the alteration of rates or mechanisms for determining the estimated net gain of Argentine origin, when companies operating under the regime have agreed by contract to take charge of the respective tax.

Fiscal stability does not include: changes in the value of property, when such valuation is the basis for the determination of a tax, the extension of the validity of rules passed for a certain time, which are in effect at the time fiscal stability is obtained; expiration of exemptions, exceptions or other measures adopted for a certain time, and due to the expiry of that period; contributions towards the

Single Social Security System and indirect taxes, including Value Added Tax.

These benefits (except fiscal stability), apply to mining projects of the Company as from April 18, 2002, the date on which the Secretariat of Energy and Mining of the Nation, decided to register the Company in the Register of Mining Investments (Law No. 24,196). Said registration was requested by the Company in October 2001.

On November 21, 2005, the Company submitted the Feasibility Study to the Mining Ministry, from which date it is enjoying the benefits of fiscal stability.

30. Financial risk management

The Company is exposed to a variety of risks and uncertainties which may have a financial impact on the Company and which also impact the achievement of social, economic and environmental objectives. These risks include strategic, commercial, operational, legal and financial risks and are further categorized into risk areas to facilitate risk reporting across the Company.

The Company has made significant developments in the management of the Company’s risk environment which seeks to identify and, where appropriate, implement the controls to mitigate the impact of the Company’s significant risks.

(a) Commodity price risk

Silver and gold prices have a material impact on the Company’s results of operations. Prices are significantly affected by changes in global economic conditions and related industry cycles. Generally, producers of silver and gold are unable to influence prices directly; therefore, the Company’s profitability is ensured through the control of its cost base and the efficiency of its operations.

The Company has provisional pricing features (included in trade receivables) arising from the sale of concentrate and doré which were provisionally priced at the time the sale was recorded (refer to Note 3). For these features, the sensitivity of the fair value to an immediate 10% favorable or adverse change in the price of gold and silver (assuming all other variables remain constant), is as follows:

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the years ended December 31, 2023, 2022 and 2021

<br><br><br><br>
<br><br><br><br>Year	Increase/<br>decrease price of ounces of:	Effect on <br>profit before tax <br>US$000
<br><br>2023	Gold +/-10% Silver +/-10%	+/-3,404<br><br>+/-2,503
<br><br>2022	Gold +/-10%<br>Silver +/-10%	+/-2,294<br><br>+/-1,947

(b) Foreign currency risk

The Company produces silver and gold which are typically priced in US dollars. A proportion of the Company’s costs are incurred in Argentinian pesos. Accordingly, the Company’s financial results are affected by exchange rate fluctuations between the US dollar and the local currency. The long-term relationship between commodity prices and currencies in the country provides a certain degree of natural protection. The Company does not use derivative instruments to manage its foreign currency risks.

The following table demonstrates the sensitivity of financial assets and liabilities, at the reporting date, denominated in Argentinean pesos, to a reasonably possible change in the US dollar exchange rate, with all other variables held constant, of the Company’s profit before tax:

<br><br><br><br><br><br>
Year	Increase/decrease in US$/other currencies’ rate	Effect on profit before tax <br>US$000
2023
Argentinian pesos	+/-10%	+/-896
2022
Argentinian pesos	+/-10%	+/-457

Credit risk arises from debtors’ inability to make payment of their obligations to the Company as they become due (without taking into account the fair value of any guarantee or pledged assets). The Company is primarily exposed to credit risk as a result of commercial activities and non-compliance, by counterparties, in transactions in cash which are primarily limited to cash balances deposited in banks and accounts receivable at the statement of financial position date.

Counterparty credit exposure based on commercial activities, including trade receivables and cash balances in banks as at December 31, 2023 and 2022 was shown as follows:


Summary commercial partners – Trade receivables	As at December 31, 2023 US$000	Credit <br>rating or % collected as at<br><br>28 June 2024	As at <br>December 31, 2022<br>US$000	Credit <br>rating or % collected as at<br><br>29 June 2023
LS MNM	11,426	100%	24,132	100%
Aurubis AG	11,040	100%	3,034	100%
Trading Partners Peru	1,219	100%	-	-
Boliden Harjavalta Oy	466	100%	-	-
Asahi Refining Canada Ltd	348	100%	-	-
Argor Heraus S.A.	198	100%	802	100%
Shandong Humon Smelting Co, Ltd.	-	100%	(82)	100%
Total	24,697		27,886

Financial counterparties	As at	Credit	As at
			December 31, 2023	December 31, 2022
			US000	US$000
JP Morgan	-	B+	6,314
Citibank US	233	Aa3	5,666
Citibank N.A.	11,036	AA	3,040
ICBC US	-	AAA	415
ICBC	-	AAA	2

All values are in US Dollars.

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the years ended December 31, 2023, 2022 and 2021

BBVA N.Y.	47	A	2
BBVA	5,425	B+	1
Santander	5,425	AAA	1
Total	22,166		15,441

(1)	The long-term credit rating as of December 2023.

To manage the credit risk associated with commercial activities, the Company took the following steps:

●	Active use of prepayment/advance clauses in sales contracts;

●	Delaying delivery of title and/or requiring advance payments to reduce exposure timeframe (potential delay in sales recognition);

●	Obtaining parent guarantees or contracting directly with parent company to shore up the credit profile of the customer (where possible); and

●	Maintaining as diversified a portfolio of clients as possible.

To manage credit risk associated with cash balances deposited in banks, the Company took the following steps:

●	Increasing banking relationships with large, established and well-capitalized institutions in order to secure access to credit and to diversify credit risk;
●	Limiting exposure to financial counterparties according to Board approved limits; and
---	---
●	Investing cash in short-term, highly liquid and low risk instruments (money market accounts, term deposits, US Treasuries).
---	---

Receivable balances are monitored on an ongoing basis and the result of the Company’s exposure to bad debts is recognized in the income statement. The maximum exposure is the carrying amount as disclosed in note 14.

(d) Liquidity risk

Liquidity risk arises from the Company’s inability to obtain the funds it requires to comply with its commitments, including the inability to sell a financial asset quickly enough and at a price close to its fair value. Management constantly monitors the Company’s level of short- and medium-term liquidity, and its access to credit lines, in order to ensure appropriate financing is available for its operations. During 2023 the Company maintained uncommitted short-term bank lines for approximately $42,412.

The table below categorizes the undiscounted cash flows of Company’s financial liabilities into relevant maturity groupings based on the remaining period as at the statement of financial position to the contractual maturity date.

<br><br><br><br>		<br>US$000<br><br>
<br><br><br><br>	Less than <br>1 year <br>US$000	Between<br><br>1 and 2 years <br>US$000	Between <br>2 and 5 years <br>US$000	Over <br>5 years <br>US$000	Total <br>US$000
At December 31, 2023
Trade and other payables	38,805	2,329	-	-	41,134
Borrowings	5,977	-	-	-	5,977
Provisions	-		3,712	28,557	32,269
Total	44,782	2,329	3,712	28,557	79,380
At December 31, 2022
Trade and other payables	43,717	856	-	-	44,573
Borrowings	16,662	-	-	-	16,662
Provisions	206		4,174	29,306	33,686
Total	60,585	856	4,174	29,306	94,921

(e) Fair value hierarchy

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

●	Level 1 — quoted (unadjusted) prices in active markets for identical assets or liabilities.
●	Level 2 — other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.
---	---
●	Level 3 — techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data.
---	---

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the years ended December 31, 2023, 2022 and 2021

As at December 31, 2023 and 2022, the Company held the following financial instruments measured at fair value:


Assets measured at fair value^(1)^	December 31, 2023 US$000	Level 1 US$000	Level 2 US$000	Level 3 US$000
Provisional pricing features	1,939	-	-	1,939
Other financial assets	2,264	2,264	-	-

(1) Within trade receivables.

<br><br><br><br><br><br>
Assets measured at fair value^(1)^		December 31, 2022<br>US$000		Level 1 <br>US$000		Level 2 <br>US$000		Level 3 <br>US$000
Provisional pricing features		3,052		-		-		3,052

(1) Within trade receivables.

During the period ending December 31, 2023, and 2022, there were no transfers between these levels.

(f) Capital risk management

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to provide returns for shareholders, benefits for other stakeholders, and to maintain an optimal capital structure to reduce the cost of capital. Management considers as part of its capital, the financial sources of funding from shareholders and third parties. During 2023 management decreased its short-term debt. In addition, management reserves the right to use short-term pre-shipment financing (financing of commercial accounts receivables and finished goods inventory).

31. Impairment of non-financial assets

In 2023, management determined that there was a trigger of impairment due to the increase in the discount rate from 19.8% to 21.7% mainly explained by the rise in country risk premium in Argentina, and higher costs than expected due to local inflation. The impairment test performed over the CGU resulted in an impairment recognized as at 31 December 2023 of US$16,949 (US$15,966 in property, plant and equipment, US$430 in evaluation and exploration assets and US$553 in intangibles).

The recoverable value of the CGU was determined using a fair value less costs of disposal (FVLCD) methodology.

The key assumptions on which management has based its determination of FVLCD and the associated recoverable values calculated for the CGU are gold and silver prices, future capital requirements, production costs, reserves and resources volumes (reflected in the production volume), and the discount rate.


Real prices US$ per oz.	2024	2025	2026	2027	Long-term
Gold	1,850	1,735	1,582	1,557	1,600
Silver	24.3	22.6	21.4	21.8	22.0


Discount rate (post-tax)		21.7%

The period of seven years was used to prepare the cash flow projections of San Jose mine (CGU), which was in line with the life of mine.

The estimated recoverable value of the Company’s CGU is equal to its carrying value at December 31, 2023.

Sensitivity analysis

Other than as disclosed below, management believes that no reasonably possible change in any of the key assumptions above would cause the carrying value of any of its cash generating units to exceed its recoverable amount.

A change in any of the key assumptions would have the following impact:

<br><br>		2023
Gold and silver prices (decrease by 10%)		(45,500)
Gold and silver prices (increase by 10%)		43,900

Minera Santa Cruz S.A.

Notes to the financial statements (continued)

For the years ended December 31, 2023, 2022 and 2021

Production costs (increase by 10%)		(23,500)
Production costs (decrease by 10%)		23,300
Production volume (decrease 10%)		(39,700)
Production volume (increase 10%)		38,900
Post tax discount rate (increase by 3%)		(4,100)
Post tax discount rate (decrease by 3%)		4,400
Capital expenditure (increase by 10%)		(5,700)
Capital expenditure (decrease by 10%)		5,700

Management believe that a 3% change was a reasonably possible change in the post-tax discount rate in Argentina. However, changes in the perception of Argentina arising from political, social and financial disruption may give rise to significant movement in the discount rate used in the assessment of the San Jose CGU.

32. Subsequent Events

At the date of issuance of these financial statements, there have been no significant subsequent events that could have an effect on the company's assets and results of operations as of December 31, 2023.